Price Graph
Price
Yield
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For the Quarter Ended
September 26, 2015
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Commission File Number
0-01989
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New York
|
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 October 23, 2015
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Common Stock Class A, $.25 Par
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7,922,246
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Common Stock Class B, $.25 Par
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1,967,858
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SENECA FOODS CORPORATION AND SUBSIDIARIES
|
||||||||||||
|
(In Thousands, Except Per Share Data)
|
||||||||||||
|
Unaudited
|
Unaudited
|
|||||||||||
|
September 26,
|
September 27,
|
March 31,
|
||||||||||
|
2015
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2014
|
2015
|
||||||||||
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ASSETS
|
||||||||||||
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Current Assets:
|
||||||||||||
|
Cash and Cash Equivalents
|
$
|
9,397
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$
|
14,037
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$
|
10,608
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||||||
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Accounts Receivable, Net
|
83,296
|
80,981
|
69,837
|
|||||||||
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Inventories:
|
||||||||||||
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Finished Goods
|
631,467
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591,841
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301,705
|
|||||||||
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Work in Process
|
7,107
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18,358
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10,167
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|||||||||
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Raw Materials and Supplies
|
123,129
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121,328
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160,540
|
|||||||||
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Total Inventories
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761,703
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731,527
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472,412
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|||||||||
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Deferred Income Taxes, Net
|
6,674
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8,314
|
6,997
|
|||||||||
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Refundable Income Taxes
|
-
|
1,439
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-
|
|||||||||
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Other Current Assets
|
13,251
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21,614
|
27,439
|
|||||||||
|
Total Current Assets
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874,321
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857,912
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587,293
|
|||||||||
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Property, Plant and Equipment, Net
|
178,370
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189,397
|
185,557
|
|||||||||
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Deferred Income Tax Asset, Net
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17,335
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-
|
14,829
|
|||||||||
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Other Assets
|
17,583
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17,380
|
18,015
|
|||||||||
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Total Assets
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$
|
1,087,609
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$
|
1,064,689
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$
|
805,694
|
||||||
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LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||||||
|
Current Liabilities:
|
||||||||||||
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Notes Payable
|
$
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-
|
$
|
4,880
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$
|
9,903
|
||||||
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Accounts Payable
|
265,578
|
243,624
|
68,105
|
|||||||||
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Accrued Vacation
|
11,499
|
11,206
|
11,347
|
|||||||||
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Accrued Payroll
|
13,440
|
10,917
|
6,344
|
|||||||||
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Other Accrued Expenses
|
25,732
|
35,086
|
23,732
|
|||||||||
|
Income Taxes Payable
|
3,886
|
-
|
1,787
|
|||||||||
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Current Portion of Long-Term Debt
|
307,080
|
2,449
|
2,530
|
|||||||||
|
Total Current Liabilities
|
627,215
|
308,162
|
123,748
|
|||||||||
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Long-Term Debt, Less Current Portion
|
37,322
|
342,154
|
271,634
|
|||||||||
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Pension Liabilities
|
60,245
|
18,209
|
54,960
|
|||||||||
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Deferred Income Taxes, Net
|
-
|
1,126
|
-
|
|||||||||
|
Other Long-Term Liabilities
|
3,222
|
11,197
|
3,622
|
|||||||||
|
Total Liabilities
|
728,004
|
680,848
|
453,964
|
|||||||||
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Commitments and Contingencies
|
||||||||||||
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Stockholders' Equity:
|
||||||||||||
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Preferred Stock
|
1,344
|
2,119
|
2,119
|
|||||||||
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Common Stock, $.25 Par Value Per Share
|
3,023
|
3,010
|
3,010
|
|||||||||
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Additional Paid-in Capital
|
97,373
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96,528
|
96,578
|
|||||||||
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Treasury Stock, at Cost
|
(62,913
|
)
|
(39,095
|
)
|
(61,277
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)
|
||||||
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Accumulated Other Comprehensive Loss
|
(31,804
|
)
|
(11,252
|
)
|
(31,804
|
)
|
||||||
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Retained Earnings
|
352,582
|
332,531
|
343,104
|
|||||||||
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Total Stockholders' Equity
|
359,605
|
383,841
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351,730
|
|||||||||
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Total Liabilities and Stockholders' Equity
|
$
|
1,087,609
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$
|
1,064,689
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$
|
805,694
|
||||||
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
|
||||||||||||
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SENECA FOODS CORPORATION AND SUBSIDIARIES
|
||||||||||||||||
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(Unaudited)
|
||||||||||||||||
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(In Thousands, Except Per Share Data)
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||||||||||||||||
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Three Months Ended
|
Six Months Ended
|
|||||||||||||||
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September 26,
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September 27,
|
September 26,
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September 27,
|
|||||||||||||
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2015
|
2014
|
2015
|
2014
|
|||||||||||||
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Net Sales
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$
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313,202
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$
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312,161
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$
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539,460
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$
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552,204
|
||||||||
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Costs and Expenses:
|
||||||||||||||||
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Cost of Product Sold
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284,428
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295,357
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490,107
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518,404
|
||||||||||||
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Selling, General and Administrative
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17,394
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16,203
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32,450
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31,922
|
||||||||||||
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Plant Restructuring Charge (Credit)
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15
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-
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(66
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)
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-
|
|||||||||||
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Other Operating (Income) Loss
|
(67
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)
|
(85
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)
|
(403
|
)
|
194
|
|||||||||
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Total Costs and Expenses
|
301,770
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311,475
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522,088
|
550,520
|
||||||||||||
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Operating Income
|
11,432
|
686
|
17,372
|
1,684
|
||||||||||||
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Loss (Earnings) From Equity Investment
|
86
|
80
|
86
|
(286
|
)
|
|||||||||||
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Interest Expense, Net
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1,590
|
1,417
|
2,962
|
2,486
|
||||||||||||
|
Earnings (Loss) Before Income Taxes
|
9,756
|
(811
|
)
|
14,324
|
(516
|
)
|
||||||||||
|
Income Taxes Expense (Benefit)
|
3,234
|
(233
|
)
|
4,834
|
169
|
|||||||||||
|
Net Earnings (Loss)
|
$
|
6,522
|
$
|
(578
|
)
|
$
|
9,490
|
$
|
(685
|
)
|
||||||
|
Earnings (Loss) Applicable to Common Stock
|
$
|
6,456
|
$
|
(576
|
)
|
$
|
9,376
|
$
|
(684
|
)
|
||||||
|
Basic Earnings (Loss) per Common Share
|
$
|
0.65
|
$
|
(0.05
|
)
|
$
|
0.95
|
$
|
(0.06
|
)
|
||||||
|
Diluted Earnings (Loss) per Common Share
|
$
|
0.65
|
$
|
(0.05
|
)
|
$
|
0.94
|
$
|
(0.06
|
)
|
||||||
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
|
||||||||||||||||
|
SENECA FOODS CORPORATION AND SUBSIDIARIES
|
||||||||||||||||
|
(Unaudited)
|
||||||||||||||||
|
(In Thousands)
|
||||||||||||||||
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
|
September 26,
|
September 27,
|
September 26,
|
September 27,
|
|||||||||||||
|
2015
|
2014
|
2015
|
2014
|
|||||||||||||
|
Comprehensive income (loss):
|
||||||||||||||||
|
Net earnings (loss)
|
$
|
6,522
|
$
|
(578
|
)
|
$
|
9,490
|
$
|
(685
|
)
|
||||||
|
Change in pension and post retirement benefits (net of tax)
|
-
|
-
|
-
|
-
|
||||||||||||
|
Total
|
$
|
6,522
|
$
|
(578
|
)
|
$
|
9,490
|
$
|
(685
|
)
|
||||||
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
|
||||||||||||||||
|
SENECA FOODS CORPORATION AND SUBSIDIARIES
|
||||||||
|
(Unaudited)
|
||||||||
|
(In Thousands)
|
||||||||
|
Six Months Ended
|
||||||||
|
September 26, 2015
|
September 27, 2014
|
|||||||
|
Cash Flows from Operating Activities:
|
||||||||
|
Net Earnings (Loss)
|
$
|
9,490
|
$
|
(685
|
)
|
|||
|
Adjustments to Reconcile Net Earnings (Loss) to
|
||||||||
|
Net Cash Used in Operations:
|
||||||||
|
Depreciation & Amortization
|
10,487
|
11,142
|
||||||
|
Gain on the Sale of Assets
|
(143
|
)
|
(56
|
)
|
||||
|
Impairment Provision
|
(66
|
)
|
-
|
|||||
|
Loss (Earnings) From Equity Investment
|
86
|
(286
|
)
|
|||||
|
Deferred Income Tax (Benefit) Expense
|
(2,183
|
)
|
885
|
|||||
|
Changes in Operating Assets and Liabilities:
|
||||||||
|
Accounts Receivable
|
(13,459
|
)
|
(4,017
|
)
|
||||
|
Inventories
|
(289,291
|
)
|
(280,277
|
)
|
||||
|
Other Current Assets
|
14,448
|
11,980
|
||||||
|
Income Taxes
|
2,099
|
(2,352
|
)
|
|||||
|
Accounts Payable, Accrued Expenses
|
||||||||
|
and Other Liabilities
|
211,664
|
189,787
|
||||||
|
Net Cash Used in Operations
|
(56,868
|
)
|
(73,879
|
)
|
||||
|
Cash Flows from Investing Activities:
|
||||||||
|
Additions to Property, Plant and Equipment
|
(3,111
|
)
|
(19,304
|
)
|
||||
|
Proceeds from the Sale of Assets
|
155
|
270
|
||||||
|
Purchase Equity Method Investment
|
-
|
(16,308
|
)
|
|||||
|
Net Cash Used in Investing Activities
|
(2,956
|
)
|
(35,342
|
)
|
||||
|
Cash Flow from Financing Activities:
|
||||||||
|
Long-Term Borrowing
|
154,763
|
199,232
|
||||||
|
Payments on Long-Term Debt
|
(84,525
|
)
|
(73,145
|
)
|
||||
|
Payment on Notes Payable
|
(9,903
|
)
|
(7,375
|
)
|
||||
|
Other
|
(74
|
)
|
(80
|
)
|
||||
|
Purchase of Treasury Stock
|
(1,636
|
)
|
(9,201
|
)
|
||||
|
Dividends
|
(12
|
)
|
(12
|
)
|
||||
|
Net Cash Provided by Financing Activities
|
58,613
|
109,419
|
||||||
|
Net (Decrease) Increase in Cash and Cash Equivalents
|
(1,211
|
)
|
198
|
|||||
|
Cash and Cash Equivalents, Beginning of the Period
|
10,608
|
13,839
|
||||||
|
Cash and Cash Equivalents, End of the Period
|
$
|
9,397
|
$
|
14,037
|
||||
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
|
||||||||
|
|
||||||||
|
SENECA FOODS CORPORATION AND SUBSIDIARIES
|
||||||||||||||||||||||||
|
(Unaudited)
|
||||||||||||||||||||||||
|
(In Thousands)
|
||||||||||||||||||||||||
|
Additional
|
Accumulated Other
|
|||||||||||||||||||||||
|
Preferred
|
Common
|
Paid-In
|
Treasury
|
Comprehensive
|
Retained
|
|||||||||||||||||||
|
Stock
|
Stock
|
Capital
|
Stock
|
Loss
|
Earnings
|
|||||||||||||||||||
|
Balance March 31, 2015
|
$
|
2,119
|
$
|
3,010
|
$
|
96,578
|
$
|
(61,277
|
)
|
$
|
(31,804
|
)
|
$
|
343,104
|
||||||||||
|
Net earnings
|
-
|
-
|
-
|
-
|
-
|
9,490
|
||||||||||||||||||
|
Cash dividends paid
|
||||||||||||||||||||||||
|
on preferred stock
|
-
|
-
|
-
|
-
|
-
|
(12
|
)
|
|||||||||||||||||
|
Equity incentive program
|
-
|
-
|
33
|
-
|
-
|
-
|
||||||||||||||||||
|
Stock issued for profit sharing plan
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||
|
Preferred stock conversion
|
(775
|
)
|
13
|
762
|
-
|
-
|
-
|
|||||||||||||||||
|
Purchase treasury stock
|
-
|
-
|
-
|
(1,636
|
)
|
-
|
-
|
|||||||||||||||||
|
Balance September 26, 2015
|
$
|
1,344
|
$
|
3,023
|
$
|
97,373
|
$
|
(62,913
|
)
|
$
|
(31,804
|
)
|
$
|
352,582
|
||||||||||
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
|
||||||||||||||||||||||||
| 1. | Unaudited Condensed Consolidated Financial Statements |
| 2. | In April 2014, the Company purchased a 50% equity interest in Truitt Bros. Inc. ("Truitt") for $16,308,000. The purchase agreement grants the Company the right to acquire the remaining 50% ownership of Truitt in the future under certain conditions. Truitt is known for its industry innovation related to packing shelf stable foods in trays, pouches and bowls. Truitt has two state-of-the-art plants located in Oregon and Kentucky. This investment is included in Other Assets in the Condensed Consolidated Balance Sheets and is accounted for using the equity method of accounting. |
| 3. | First-In, First-Out ("FIFO") based inventory costs exceeded LIFO based inventory costs by $162,480,000 as of the end of the second quarter of fiscal 2016 as compared to $158,955,000 as of the end of the second quarter of fiscal 2015. The change in the LIFO Reserve for the three months ended September 26, 2015 was an increase of $50,000 as compared to an increase of $5,919,000 for the three months ended September 27, 2014. The LIFO Reserve decreased by $1,587,000 in the first six months of fiscal 2016 compared to an increase of $5,570,000 in the first six months of fiscal 2015. This reflects the projected impact of an overall cost decrease expected in fiscal 2016 versus fiscal 2015. |
| 4. | Maximum borrowings under the Revolver total $300,000,000 from April through July and $400,000,000 from August through March. The Revolver balance as of September 26, 2015 was $304,468,000 and is included in Current Portion of Long-Term Debt in the accompanying Condensed Consolidated Balance Sheet since the Revolver matures on July 20, 2016. The Company utilizes its Revolver for general corporate purposes, including seasonal working capital needs, to pay debt principal and interest obligations, and to fund capital expenditures and acquisitions. Seasonal working capital needs are affected by the growing cycles of the vegetables and fruits the Company processes. The majority of vegetable and fruit inventories are produced during the months of June through November and are then sold over the following year. Payment terms for vegetable and fruit produce are generally three months but can vary from a few days to seven months. Accordingly, the Company's need to draw on the Revolver may fluctuate significantly throughout the year. |
|
Second Quarter
|
Year-to-Date
|
|||||||||||||||
|
2016
|
2015
|
2016
|
2015
|
|||||||||||||
|
(In thousands)
|
(In thousands)
|
|||||||||||||||
|
Reported end of period:
|
||||||||||||||||
|
Outstanding borrowings
|
$
|
304,468
|
$
|
302,220
|
$
|
304,468
|
$
|
302,220
|
||||||||
|
Weighted average interest rate
|
1.99
|
%
|
1.45
|
%
|
1.99
|
%
|
1.45
|
%
|
||||||||
|
Reported during the period:
|
||||||||||||||||
|
Maximum amount of borrowings
|
$
|
304,468
|
$
|
302,220
|
$
|
304,468
|
$
|
302,220
|
||||||||
|
Average outstanding borrowings
|
$
|
242,255
|
$
|
239,585
|
$
|
225,112
|
$
|
205,880
|
||||||||
|
Weighted average interest rate
|
1.96
|
%
|
1.42
|
%
|
1.95
|
%
|
1.49
|
%
|
||||||||
| 5. |
During the six-month period ended September 26, 2015 the Company repurchased 57,400 shares or $1,634,000 of its Class A Common Stock as Treasury Stock and 60 shares or $2,000 of its Class B Common Stock also as Treasury Stock. As of September 26, 2015, there are 2,203,774 shares or $62,913,000 of repurchased stock. These shares are not considered outstanding.
|
| 6. | The net periodic benefit cost for the Company's pension plan consisted of: |
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
|
September 26,
|
September 27,
|
September 26,
|
September 27,
|
|||||||||||||
|
2015
|
2014
|
2015
|
2014
|
|||||||||||||
|
(In thousands)
|
||||||||||||||||
|
Service Cost
|
$
|
2,519
|
$
|
1,868
|
$
|
5,039
|
$
|
3,736
|
||||||||
|
Interest Cost
|
2,177
|
2,032
|
4,355
|
4,064
|
||||||||||||
|
Expected Return on Plan Assets
|
(2,625
|
)
|
(2,740
|
)
|
(5,252
|
)
|
(5,479
|
)
|
||||||||
|
Amortization of Actuarial Loss
|
844
|
31
|
1,687
|
61
|
||||||||||||
|
Amortization of Transition Asset
|
27
|
-
|
55
|
-
|
||||||||||||
|
Net Periodic Benefit Cost
|
$
|
2,942
|
$
|
1,191
|
$
|
5,884
|
$
|
2,382
|
||||||||
| 7. | The following table summarizes the restructuring charges and related asset impairment charges recorded and the accruals established: |
|
Long-Lived
|
||||||||||||||||
|
Severance
|
Asset Charges
|
Other Costs
|
Total
|
|||||||||||||
|
(In thousands)
|
||||||||||||||||
|
Balance March 31, 2015
|
$ |
715
|
$ |
264
|
$ |
270
|
$ |
1,249
|
||||||||
|
First quarter credit
|
(81
|
)
|
-
|
-
|
(81
|
)
|
||||||||||
|
Second quarter charge
|
15
|
-
|
-
|
15
|
||||||||||||
|
Cash payments/write offs
|
(649
|
)
|
-
|
(240
|
)
|
(889
|
)
|
|||||||||
|
Balance September 26, 2015
|
$
|
-
|
$
|
264
|
$
|
30
|
$
|
294
|
||||||||
|
Balance March 31, 2014
|
$ |
10
|
$ |
-
|
$ |
-
|
$ |
10
|
||||||||
|
Cash payments/write offs
|
(5
|
)
|
-
|
-
|
(5
|
)
|
||||||||||
|
Balance September 27, 2014
|
$ |
5
|
$
|
-
|
$
|
-
|
$
|
5
|
||||||||
| 8. | During the six months ended September 26, 2015, the Company sold unused fixed assets which resulted in a gain of $143,000 as compared to a gain of $56,000 during the six months ended September 27, 2014. During the quarter ended June 27, 2015, the Company reversed a provision for the Prop 65 litigation of $200,000 and reduced an environmental accrual by $60,000. In addition, during the six months ended September 27, 2014, there was a $250,000 charge related to an environmental remediation. These items are included in other operating income in the Unaudited Condensed Consolidated Statements of Net Earnings (Loss). |
| 9. |
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for the Company on April 1, 2018 (beginning of fiscal 2019). Early adoption is permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.
There were no other recently issued accounting pronouncements that impacted the Company's condensed consolidated financial statements. In addition, the Company did not adopt any new accounting pronouncements during the quarter ended September 26, 2015. |
| 10. |
Earnings (loss) per share for the Quarters Ended September 26, 2015 and September 27, 2014 are as follows:
|
|
Q U A R T E R
|
YEAR TO DATE
|
|||||||||||||||
|
Fiscal
|
Fiscal
|
Fiscal
|
Fiscal
|
|||||||||||||
|
2016
|
2015
|
2016
|
2015
|
|||||||||||||
|
(In thousands, except per share amounts)
|
||||||||||||||||
|
Basic
|
||||||||||||||||
|
Net earnings (loss)
|
$
|
6,522
|
$
|
(578
|
)
|
$
|
9,490
|
$
|
(685
|
)
|
||||||
|
Deduct preferred stock dividends paid
|
6
|
6
|
12
|
12
|
||||||||||||
|
Undistributed earnings (loss)
|
6,516
|
(584
|
)
|
9,478
|
(697
|
)
|
||||||||||
|
Earnings (loss) attributable to participating preferred
|
60
|
(8
|
)
|
102
|
(13
|
)
|
||||||||||
|
Earnings (loss) attributable to common shareholders
|
$
|
6,456
|
$
|
(576
|
)
|
$
|
9,376
|
$
|
(684
|
)
|
||||||
|
Weighted average common shares outstanding
|
9,901
|
10,774
|
9,895
|
10,787
|
||||||||||||
|
Basic earnings (loss) per common share
|
$
|
0.65
|
$
|
(0.05
|
)
|
$
|
0.95
|
$
|
(0.06
|
)
|
||||||
|
Diluted
|
||||||||||||||||
|
Earnings (loss) attributable to common shareholders
|
$
|
6,456
|
$
|
(576
|
)
|
$
|
9,376
|
$
|
(684
|
)
|
||||||
|
Add dividends on convertible preferred stock
|
5
|
5
|
10
|
10
|
||||||||||||
|
Earnings (loss) attributable to common stock on a diluted basis
|
$
|
6,461
|
$
|
(571
|
)
|
$
|
9,386
|
$
|
(674
|
)
|
||||||
|
Weighted average common shares outstanding-basic
|
9,901
|
10,774
|
9,895
|
10,787
|
||||||||||||
|
Additional shares issuable related to the
|
||||||||||||||||
|
equity compensation plan
|
2
|
4
|
2
|
4
|
||||||||||||
|
Additional shares to be issued under full
|
||||||||||||||||
|
conversion of preferred stock
|
67
|
67
|
67
|
67
|
||||||||||||
|
Total shares for diluted
|
9,970
|
10,845
|
9,964
|
10,858
|
||||||||||||
|
Diluted earnings (loss) per common share
|
$
|
0.65
|
$
|
(0.05
|
)
|
$
|
0.94
|
$
|
(0.06
|
)
|
||||||
| 11. |
As required by Accounting Standards Codification ("ASC") 825, "Financial Instruments," the Company estimates the fair values of financial instruments on a quarterly basis. The estimated fair value for long-term debt (classified as Level 2 in the fair value hierarchy) is determined by the quoted market prices for similar debt (comparable to the Company's financial strength) or current rates offered to the Company for debt with the same maturities. Long-term debt, including current portion had a carrying amount of $344,401,000 and an estimated fair value of $345,120,000 as of September 26, 2015. As of March 31, 2015, the carrying amount was $274,164,000 and the estimated fair value was $274,999,000. The fair values of all the other financial instruments approximate their carrying value due to their short-term nature.
|
| 12. | In June 2010, the Company received a Notice of Violation of the California Safe Drinking Water and Toxic Enforcement Act of 1986, commonly known as Proposition 65, from the Environmental Law Foundation ("ELF"). This notice was made to the California Attorney General and various other government officials, and to 49 companies including Seneca Foods Corporation whom ELF alleges manufactured, distributed or sold packaged peaches, pears, fruit cocktail and fruit juice that contain lead without providing a clear and reasonable warning to consumers. Under California law, proper notice must be made to the State and involved firms at least 60 days before any suit under Proposition 65 may be filed by private litigants like ELF. That 60-day period has expired and to date neither the California Attorney General nor any appropriate district attorney or city attorney has initiated an action against the Company. However, private litigant ELF filed an action against the Company and 27 other named companies on September 28, 2011, in Superior Court of Alameda County, California, alleging violations of Proposition 65 and seeking various measures of relief, including injunctive and declaratory relief and civil penalties. The Company, along with the other named companies, vigorously defended the claim. A responsive answer was filed, the discovery process was completed and a trial on liability was held beginning in April of 2013 in accordance with court schedules. The trial was completed on May 16, 2013 and, on July 15, 2013 the judge issued a tentative and proposed statement of decision agreeing with the Company, and the other defendants, that the "safe harbor" defense had been met under the regulations relating to Proposition 65 and the Company will not be required to place a Proposition 65 warning label on the products at issue in the case. The trial decision was finalized and the decision was appealed by ELF with a filing dated October 3, 2013. The California Court of Appeal, First Appellate District, Division One unanimously rejected the appeal by ELF in a decision dated March 17, 2015. ELF filed a petition for review with the California Supreme Court on April 28, 2015, and the petition was denied on July 8, 2015. With the successful defense of the case, the remedies portion of the case was not litigated and the denial of review by the California Supreme Court effectively ends the action, with only a few procedural matters to clean-up as a result of the denial of review. Our portion of legal fees in defense of this action have been sizable, as would be expected with litigation resulting in trial, and the appeal, but have not had a material adverse impact on the Company's financial position, results of operations, or cash flows. Additionally, in the ordinary course of its business, the Company is made party to certain legal proceedings seeking monetary damages, including proceedings invoking product liability claims, either directly or through indemnification obligations, and we are not able to predict the probability of the outcome or estimate of loss, if any, related to any such matter. |
| 13. | The effective tax rate was 33.7% and (32.8%) for the six month periods ended September 26, 2015 and September 27, 2014, respectively. The majority of the 66.5 percentage point increase is made up of the following items: In the prior year a valuation allowance related to the New York State Investment Tax Credit was re-established which created a $384,000 charge. Due to the prior year-to-date pre-tax loss, this charge created a significant negative reconciling item. The absence of this reconciling item is a major contributor to the difference in effective tax rate (72.8 percentage points). The valuation allowance was re-established due to a change in the law. This is a discrete item and therefore was required to be booked in the quarter ended June 28, 2014. Another major contributor to the change in effective tax rate is the decrease in the domestic manufacturer's deduction in relation to pre-tax book income (6.6 percentage points). These differences were partially offset by the absence of an $81,000 credit (15.7 percentage points) related to interest received on tax refunds recorded during the quarter ended June 28, 2014. Due to the prior year pre-tax loss, this credit had created a significant positive reconciling item. |
| 14. | During fiscal 2015 and 2014, the Company entered into some interim lease notes which financed down payments for various equipment orders at market rates. As of September 26, 2015, all of these interim notes have been converted into operating leases. In the prior year, some of the notes, which total $4,880,000 as of September 27, 2014, were included in Notes Payable in the accompanying Condensed Consolidated Balance Sheets since they had not been converted into leases yet. |
| 15. | Subsequent Events: On October 30, 2015, the Company, B&G Foods North America ("B&G"), General Mills, Inc. and GMOL entered into a Relationship Transfer Agreement. Pursuant to the terms of the Relationship Transfer Agreement (i) the Company has consented to the assignment by GMOL of the Second Amended and Restated Alliance Agreement ("Alliance Agreement") and certain related agreements to B&G in connection with the sale by GMOL of its Green Giant and Le Sueur businesses to B&G, (ii) effective upon such assignment, each of the Company and General Mills have released the other party from any future obligations under the Alliance Agreement and certain related agreements; (iii) effective upon such assignment, the Company and B&G have agreed to amend certain terms of the Alliance Agreement; (iv) the Company and B&G have agreed to cooperate and negotiate in good faith to enter into new agreements to replace or supplement the Alliance Agreement and certain related agreements as soon as practicable and (v) GMOL has agreed to pay Seneca for this assignment $24,275,000 at the closing of the sale of GMOL's Green Giant and Le Sueur business to B&G. The effective date of the assignment is expected to be November 2, 2015. |
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
|
September 26,
|
September 27,
|
September 26,
|
September 27,
|
|||||||||||||
|
2015
|
2014
|
2015
|
2014
|
|||||||||||||
|
Canned Vegetables
|
$
|
188.7
|
$
|
176.6
|
$
|
335.2
|
$
|
330.7
|
||||||||
|
GMOL*
|
42.8
|
49.6
|
47.6
|
54.7
|
||||||||||||
|
Frozen
|
22.8
|
23.0
|
44.1
|
47.3
|
||||||||||||
|
Fruit Products
|
49.9
|
53.5
|
94.6
|
100.6
|
||||||||||||
|
Snack
|
3.5
|
3.5
|
6.7
|
6.3
|
||||||||||||
|
Other
|
5.5
|
6.0
|
11.3
|
12.6
|
||||||||||||
|
$
|
313.2
|
$
|
312.2
|
$
|
539.5
|
$
|
552.2
|
|||||||||
|
*GMOL includes frozen vegetable sales exclusively for GMOL.
|
||||||||||||||||
|
Three Months Ended
|
Six Months Ended
|
|||||||
|
September 26,
|
September 27,
|
September 26,
|
September 27,
|
|||||
|
2015
|
2014
|
2015
|
2014
|
|||||
|
Gross Margin
|
9.2
|
%
|
5.4
|
%
|
9.1
|
%
|
6.1
|
%
|
|
Selling
|
2.9
|
%
|
2.7
|
%
|
3.1
|
%
|
3.0
|
%
|
|
Administrative
|
2.7
|
%
|
2.5
|
%
|
2.9
|
%
|
2.8
|
%
|
|
Other Operating Income
|
-
|
%
|
-
|
%
|
(0.1)
|
%
|
-
|
%
|
|
Operating Income
|
3.6
|
%
|
0.2
|
%
|
3.2
|
%
|
0.3
|
%
|
|
Interest Expense, Net
|
0.5
|
%
|
0.5
|
%
|
0.5
|
%
|
0.5
|
%
|
|
September 26,
|
September 27,
|
March 31,
|
March 31,
|
|||||||||||||
|
2015
|
2014
|
2015
|
2014
|
|||||||||||||
|
Working capital:
|
||||||||||||||||
|
Balance
|
$
|
247,106
|
$
|
549,750
|
$
|
463,545
|
$
|
452,771
|
||||||||
|
Change during quarter
|
(187,993
|
)
|
119,275
|
|||||||||||||
|
Long-term debt, less current portion
|
37,322
|
342,154
|
271,634
|
216,239
|
||||||||||||
|
Total stockholders' equity per equivalent
|
||||||||||||||||
|
common share (see Note)
|
35.79
|
35.08
|
34.81
|
35.25
|
||||||||||||
|
Stockholders' equity per common share
|
36.22
|
35.56
|
35.33
|
36.12
|
||||||||||||
|
Current ratio
|
1.39
|
2.78
|
4.75
|
4.45
|
||||||||||||
|
·
|
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;
|
|
·
|
the availability of financing;
|
|
·
|
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.
|
|
Total Number of
|
Average Price Paid
|
Total Number
|
Maximum Number
|
||||||||||||||||||
|
Shares Purchased
|
per Share
|
of Shares
|
(or Approximate
|
||||||||||||||||||
|
Purchased as
|
Dollar Value) or
|
||||||||||||||||||||
|
Part of Publicly
|
Shares that May
|
||||||||||||||||||||
|
Announced
|
Yet Be Purchased
|
||||||||||||||||||||
|
Class A
|
Class B
|
Class A
|
Class B
|
Plans or
|
Under the Plans or
|
||||||||||||||||
|
Period
|
Common
|
Common
|
Common
|
Common
|
Programs
|
Programs
|
|||||||||||||||
|
7/01/2015 –
|
|||||||||||||||||||||
|
7/31/2015
|
17,500
|
(1)
|
-
|
$
|
27.75
|
$
|
-
|
-
|
|||||||||||||
|
8/01/2015 –
|
|||||||||||||||||||||
|
8/31/2015
|
-
|
60
|
$
|
-
|
$
|
33.34
|
60
|
||||||||||||||
|
9/01/2015 –
|
|||||||||||||||||||||
|
9/30/2015
|
16,300
|
(1)
|
-
|
$
|
27.34
|
$
|
-
|
-
|
|||||||||||||
|
Total
|
33,800
|
60
|
$
|
27.55
|
$
|
33.34
|
60
|
1,267,354
|
|||||||||||||
| 31.1 | Certification of Kraig H. Kayser pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) |
| 31.2 | Certification of Timothy J. Benjamin pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) |
| 32 | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith) |
| 101 | The following materials from Seneca Foods Corporation's Quarterly Report on Form 10-Q for the three and six months ended September 26, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) condensed consolidated balance sheets, (ii) condensed consolidated statements of net earnings (loss), (iii) condensed consolidated statements of comprehensive income (loss), (iv) condensed consolidated statements of cash flows, (v) condensed consolidated statement of stockholders' equity and (vi) the notes to condensed consolidated financial statements. |
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 |
|---|