Seneca Foods Corp - Annual Report: 2006 (Form 10-K)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
Annual
Report Pursuant to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
For
the
fiscal year-ended March 31, 2006 Commission
File Number 0-01989
SENECA
FOODS CORPORATION
(Exact
name of registrant as specified in its charter)
New
York 16-0733425
(State
or
other jurisdiction of (I.R.S.
Employer Identification No.)
incorporation
or organization)
3736
South Main Street, Marion, New York 14505
(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 Exchange Act:
|
Title
of Each Class
|
Name
of Each Exchange on
Which
Registered
|
|
Common
Stock Class A, $.25 Par
|
NASDAQ
National Market
|
|
Common
Stock Class B, $.25 Par
|
NASDAQ
National Market
|
Securities
registered pursuant to Section 12(g) of the Act:
None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined
in
Rule 405 of the Securities Act.
Yes
No
X
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.
Yes
No
X
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, 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
this
Form 10-K. X
Indicate
by check mark whether the registrant (1) has 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 the 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
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer (as defined in Rule 12(b-2) of
the
Exchange Act).
Large
accelerated filer
Accelerated filer
X
Non-accelerated filer
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act)
Yes
No
X
The
aggregate market value of the Registrant’s voting and non-voting common equity
held by non-affiliates based on the closing sales price per market reports
by
the NASDAQ National Market System on September 30, 2005 was approximately
$91,968,000.
Common
shares outstanding as of May 30, 2006 were Class A: 4,074,509, Class B:
2,760,905.
Documents
Incorporated by Reference:
|
(1)
|
Proxy
Statement to be issued in connection with the Registrant’s annual meeting
of stockholders (the “Proxy Statement”) applicable to Part III, Items
10-14 of Form 10-K.
|
|
(2)
|
Portions
of the Annual Report to shareholders for fiscal year ended March
31, 2006
(the “2006 Annual Report”) applicable to Part I, Part II, Items 5-8 and
Part IV, Item 15 of Form 10-K.
|
TABLE
OF
CONTENTS
FORM
10-K
ANNUAL REPORT - FISCAL 2006
SENECA
FOODS CORPORATION
|
PART
I.
|
Pages
|
|
|
Item
1.
|
Business
|
1-4
|
|
Item
1A.
|
Risk
Factors
|
4-6
|
|
Item
1B.
|
Unresolved
Staff Comments
|
6
|
|
Item
2.
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Properties
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6
|
|
Item
3.
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Legal
Proceedings
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7
|
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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7
|
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PART
II.
|
||
|
Item
5.
|
Market
for Registrant’s Common Stock, Related Security Holder Matters and Issuer
Purchases of Equity Securities
|
8
|
|
Item
6.
|
Selected
Financial Data
|
9
|
|
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
9
|
|
Item
7A.
|
Quantitative
and Qualitative Disclosures about Market Risk
|
9
|
|
Item
8.
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Financial
Statements and Supplementary Data
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9
|
|
Item
9.
|
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
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9
|
|
Item
9A.
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Controls
and Procedures
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10-12
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|
Item
9B.
|
Other
Information
|
12
|
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PART
III.
|
||
|
Item
10.
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Directors
and Executive Officers of the Registrant
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13
|
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Item
11.
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Executive
Compensation
|
13
|
|
Item
12.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Security
Holder Matters
|
13
|
|
Item
13.
|
Certain
Relationships and Related Transactions
|
13
|
|
Item
14.
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Principal
Accountant Fees and Services
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13
|
|
PART
IV.
|
||
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Item
15.
|
Exhibits
and Financial Statements Schedules
|
15-16
|
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SIGNATURES
|
17
|
|
Forward-Looking
Statements
Except
for the historical information contained herein, the matters discussed in this
report are forward-looking statements as defined in the Private Securities
Litigation Reform Act (PSLRA) of 1995. The Company wishes to take advantage
of
the "safe harbor" provisions of the PSLRA by cautioning that numerous important
factors which involve risks and uncertainties, including but not limited to
economic, competitive, governmental and technological factors affecting the
Company's operations, markets, products, services and prices, and other factors
discussed in the Company's filings with the Securities and Exchange Commission,
in the future, could affect the Company's actual results and could cause its
actual consolidated results to differ materially from those expressed in any
forward-looking statement made by, or on behalf of, the Company.
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 and chip products.
On
May
27, 2003, the Company completed the acquisition of the sole membership interest
in Chiquita Processed Foods, L.L.C. from Chiquita Brands International, Inc.
Available
Information
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.
In
addition, the Company's website includes items related to corporate governance
matters, including charters of various committees of the Board of Directors
and
the Company's Code of Business Conduct and Ethics. The Company intends to
disclose on its website any amendment to or waiver of any provision of the
Code
of Business Conduct and Ethics that would otherwise be required to be disclosed
under the rules of the SEC and NASDAQ.
Financial
Information about Industry Segments
The
Company’s business activities are principally conducted in food processing
operations. The food operation constitutes 99% of total sales, of which
approximately 99% is vegetable processing and 1% is fruit processing. The
non-food operation is mostly trade sales of cans and ends, which represents
1%
of the Company’s total sales.
Narrative
Description of Business
Principal
Products and Markets
Food
Processing
The
principal products include canned vegetables, frozen vegetables 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, Illinois, and Minnesota.
The
following table summarizes net sales by major product category for the years
ended March 31, 2006, 2005, and 2004:
|
Classes
of similar products/services:
|
2006
|
2005
|
2004
|
|
|
(In
thousands)
|
||||
|
Net
Sales:
|
||||
|
GMOI
|
$240,490
|
$225,527
|
$247,992
|
|
|
Canned
vegetables
|
573,779
|
574,802
|
579,103
|
|
|
Frozen
vegetables
|
29,464
|
28,304
|
29,410
|
|
|
Fruit
and chip products
|
26,640
|
23,358
|
22,838
|
|
|
Other
|
13,450
|
12,283
|
11,507
|
|
|
$883,823
|
$864,274
|
$890,850
|
||
Source
and Availability of Raw Materials
The
Company’s food processing plants are located in major vegetable producing states
and in one fruit producing state. 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.
Intellectual
Property
The
Company's most significant brand name, Libby's, is held pursuant to a trademark
license granted to the Company in March 1982 and renewable by the Company every
10 years for an aggregate period expiring in March 2081. The original licensor
was Libby, McNeill & Libby, Inc., then an indirect subsidiary of Nestlé, S.
A. ("Nestlé") and the license was granted in connection with the Company's
purchase of certain of the licensor's canned vegetable operations in the United
States. Corlib Brands Management, LTD, acquired the license from Nestlé during
2006. The license is limited to vegetables which are shelf-stable and thermally
processed, and includes the Company's major vegetable varieties - corn, peas
and
green beans - as well as certain other thermally processed vegetable varieties
plus sauerkraut.
The
Company is required to pay an annual royalty, initially set at $25,000, and
adjustable up or down in subsequent years based upon changes in the "Employment
Cost Index-Private Non-farm Workers" published by the U. S. Bureau of Labor
Statistics or an appropriate successor index as defined in the license
agreement. For the year which began in March 2006, the royalty was $58,584.
Corlib Brands may terminate the license for non-payment of royalty, use of
the
trademark in sales outside the licensed territory, failure to achieve a minimum
level of sales under the licensed trademark during any calendar year or a
material breach or default by the Company under the agreement (which is not
cured within the specified cure period).
Seasonal
Business
While
individual fruits and vegetables have seasonal cycles of peak production and
sales, the different cycles are usually offsetting to some extent. Minimal
food
processing occurs in the Company's last fiscal quarter ending March 31, which
is
the optimal time for maintenance, repairs and equipment changes in its
processing plants. The supply of commodities, current pricing, and expected
new
crop quantity and quality affect the timing of the Company’s sales and earnings.
When the seasonal harvesting periods of the Company's major vegetables are
newly
completed, inventories for these processed vegetables are at their highest
levels. For peas, the peak inventory time is mid-summer and for corn, the
Company's highest volume vegetable, the peak inventory is in mid-autumn. 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 each fiscal
year-end.
Backlog
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
Competition
in the food business is substantial with imaginative brand registration and
promotion, quality, service, and pricing being the major determinants in the
Company’s relative market position. The Company is aware of approximately 18
competitors in the
U.S.
processed vegetable industry, many of which are privately held companies. The
Company believes that it is a major producer of canned vegetables, but some
producers of canned, frozen and other modes of vegetable products have sales
which exceed the Company's sales.
During
the past year, approximately 10% of the Company’s processed foods sales were
packed for retail customers under the Company’s branded labels of
Libby’s®,
Blue
Boy®,
Aunt
Nellie’s Farm Kitchen®,
Stokely®,
Read®,
Festal®,
Diamond
A®,
and
Seneca®.
About
17% of processed foods sales were packed for institutional food distributors
and
46% were retail packed under the private label of customers. The remaining
27%
is sold under the Alliance Agreement with GMOI (see note 12 of Item 8, Financial
Statements and Supplementary Data). Termination of the Alliance Agreement would
substantially reduce the Company’s sales and profitability unless the Company
was to enter into a new substantial supply relationship with GMOI or another
major vegetable marketer. The non-Alliance 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
Company's principal branded products are its 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 2006 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
a
waste disposal site owned and operated by a third party. The Company believes
that any reasonably anticipated liabilities will not exceed $300,000 for the
waste disposal site.
Environmental
Litigation and Contingencies
The
Company is one of a number of business and local government entities which
contributed waste materials to a landfill in Yates County in upstate New York,
which was operated by a party unrelated to the Company primarily in the 1970’s
through the early 1980’s. The Company’s wastes were primarily food and juice
products. The landfill contained some hazardous materials and was remediated
by
the State of New York. The New York Attorney General has advised the Company
and
other known non-governmental waste contributors that New York has sustained
a
total remediation cost of $4.9 million and seeks recovery of half that cost
from
the non-governmental waste contributors. The Company is one of four identified
contributors who cooperatively are investigating the history of the landfill
so
as to identify and seek out other potentially responsible parties who are not
defunct and are financially able to contribute to the non-governmental parties’
reimbursement liability. Since the search is not expected to be completed until
November 1, 2006, the Company’s liability cannot be definitively estimated. The
Company does not believe that any ultimate settlement in excess of the amount
accrued will have a material impact on its financial position or results of
operations.
In
early
1999, the Company sold to Tree Top, Inc. its applesauce business, including
a
plant in Prosser, Benton County, Washington. In the sale agreement governing
the
transaction, the Company represented to Tree Top that it was in compliance
with
all environmental laws. In 2003, the Benton County Clean Air Authority (“BCAA”)
brought an enforcement action against Tree Top under Title V of the Clean Air
Act and related State of Washington statutes, alleging that Tree Top was
violating the Clean Air Act by failing to register the facility with BCAA
pursuant to Title V. The BCAA also alleged that the facility failed to provide
BCAA with a required notice of construction when it replaced a fourth boiler
in
the Prosser plant in 1988 when the Company was the sole owner. Tree Top has
reached a settlement with the BCAA which, according to Tree Top, requires Tree
Top to pay penalties and make modifications to equipment at a total cost of
approximately $493,000. Tree Top has made a formal demand on the Company for
reimbursement of the entire amount. The Company disputes Tree Top’s assertion
that the Company is liable for the total cost. The Company does not believe
that
any resolution of this demand will have a material impact on its financial
position or results of operations.
Employment
The
Company has 2,906 employees of which 2,407 full time and 423 seasonal employees
work in food processing and 76 full time employees work in other
activities.
The
Company has six collective bargaining agreements with three union locals
covering approximately 665 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. Four collective
bargaining agreements expire in calendar 2008. One agreement expires in calendar
2009, and one agreement expires in calendar 2010.
Export
Sales
|
The
following table sets forth domestic and export sales:
|
|||
|
Fiscal
Year
|
|||
|
2006
|
2005
|
2004
|
|
|
(In
thousands, except percentages)
|
|||
|
Net
Sales:
|
|||
|
United
States
|
$
804,236
|
$
782,282
|
$
818,569
|
|
Export
|
79,587
|
81,992
|
72,281
|
|
Total
Net Sales
|
$
883,823
|
$
864,274
|
$
890,850
|
|
As
a Percentage of Net Sales:
|
|||
|
United
States
|
91.0%
|
90.5%
|
91.9%
|
|
Export
|
9.0%
|
9.5%
|
8.1%
|
|
Total
|
100.0%
|
100.0%
|
100.0%
|
Item
1A
Risk
Factors
The
risks
and uncertainties described below are not the only ones we face. Additional
risks and uncertainties not presently known to us, may also impair our business
operations. If any of the following risks actually occurs, our business,
financial condition or results of operations could be materially and adversely
affected. The Company refers to itself as “we” or “our” in this
section.
Excess
capacity in the vegetable industry has a downward impact on selling
price.
Our
financial performance and growth are related to conditions in the United States
vegetable processing industry which is a mature industry with a modest growth
rate in the last 10 years. Our net sales are a function of product availability
and market pricing. In the vegetable processing industry, product availability
and market prices tend to have an inverse relationship: market prices tend
to
decrease as more product is available and to increase if less product is
available. Product availability is a direct result of plantings, growing
conditions, crop yields and inventory levels, all of which vary from year to
year. In addition, market prices can be affected by the planting and inventory
levels and individual pricing decisions of the three or four largest processors
in the industry. Generally, market prices in the vegetable processing industry
adjust more quickly to variations in product availability than an individual
processor can adjust its cost structure; thus, in an oversupply situation,
a
processor’s margins likely will weaken. We typically have experienced lower
margins during times of industry oversupply.
In
the
past, the vegetable processing industry has been characterized by excess
capacity, with resulting pressure on our prices and profit margins. Both the
Company and our competitors have closed processing plants in response to the
downward pressure on prices. There can be no assurance that our margins will
improve in response to favorable market conditions or that we will be able
to
operate profitably during depressed market conditions. Moreover, vegetable
production outside the United States, particularly in Asia and Latin America,
is
increasing and, in the future, may have a significant effect on competition
and
create downward pressure on prices.
Growing
cycles and adverse weather conditions may decrease our results from
operations.
Our
operations are affected by the growing cycles of the vegetables we process.
When
the vegetables are ready to be picked, we must harvest and process the
vegetables or forego the opportunity to process fresh picked vegetables for
an
entire year. Most of our vegetables are grown by farmers under contract with
us.
Consequently, we must pay the contract grower for the vegetables even if we
cannot or do not harvest or process them. Most of our production occurs during
the second quarter (July through September) of our fiscal year. In that quarter,
the growing season ends for most of the vegetables processed by us in the
northern United States. A majority of our sales occur during the third and
fourth quarter of each fiscal year (due to seasonal consumption patterns for
our
products). Accordingly, inventory levels are highest during the second and
third
quarters, and accounts receivable levels are highest during the third and fourth
quarters. Net sales generated during our third and fourth fiscal quarters have
a
significant impact on our results of operations. Because of these seasonal
fluctuations, the results of any particular quarter, particularly in the first
half of our fiscal year, will not necessarily be indicative of results for
the
full year or for future years.
Because
weather conditions during the course of each vegetable crop’s growing season
will affect the volume and growing time of that crop, we must set planting
schedules without knowing the effect of the weather on the crops or on the
entire industry’s production. As most vegetables are produced in more than one
part of the U.S., we may somewhat reduce our risk that our entire crop will
be
subject to disastrous weather. The upper Midwest is the primary growing region
for the principal vegetables which we pack, namely peas, green beans and corn,
and it is also a substantial source of our competitors’ vegetable production.
Consequently, the adverse effects of weather-related reduced production in
that
region may be partially mitigated by higher prices for the vegetables which
are
produced.
The
commodity materials that we process or otherwise require are subject to price
increases that could adversely affect our profitability.
The
materials that we use, such as vegetables, steel and packaging materials are
commodities that may experience price volatility caused by external factors
including market fluctuations, availability, currency fluctuations and changes
in governmental regulations and agricultural programs. These events can result
in reduced supplies of these materials, higher supply costs or interruptions
in
our production schedules. If prices of these raw materials increase, but we
are
not able to effectively pass such price increases along to our customers, our
operating income will decrease.
We
face risks generally associated with our debt.
As
of
March 31, 2006, we had a total of approximately $209 million of indebtedness.
Our indebtedness could have important consequences, such as limiting our
operational flexibility due to the covenants contained in our debt agreements;
limiting our ability to invest in our business due to debt service requirements;
limiting our ability to compete with companies that are not as highly leveraged;
and increasing our vulnerability to economic downturns and changing market
conditions.
Our
ability to meet our debt service obligations will depend on our future
performance, which will be affected by financial, business, economic,
governmental and other factors, including potential changes in consumer
preferences and pressure from competitors. If we do not have enough money to
pay
our debt service obligations, we may be required to refinance all or part of
our
existing debt, sell assets, borrow more money or raise equity. There is a risk
that we may not be able to refinance existing debt or that the terms of any
refinancing will not be as favorable as the terms of the existing
debt.
Our
dependence on the Alliance Agreement could negatively affect
sales.
We
have
an Alliance Agreement with GMOI, whereby we process canned and frozen vegetables
for GMOI under the Green Giant brand name. GMOI continues to be responsible
for
all of the sales, marketing and customer service functions for the Green Giant
products. The Alliance Agreement has a remaining term of eight years. Green
Giant products packed by us in fiscal 2006 and 2005 constituted approximately
27% and 26%, respectively, of our total sales. General Mills, Inc. guarantees
GMOI’s obligations under the Alliance Agreement.
The
Alliance Agreement has an initial term ending December 31, 2014, and will be
extended automatically for additional five year terms unless terminated in
accordance with the provisions of the Alliance Agreement. Upon virtually all
of
the causes of termination enumerated in the Alliance Agreement, GMOI will
acquire legal title to three production plants and certain of the other assets
which we acquired under the Alliance Agreement, and various financial
adjustments between the parties will occur. If GMOI terminates the Alliance
Agreement without cause, it must pay us a substantial termination payment.
Our
sales
and financial performance under the Alliance Agreement and our sales of Green
Giant products depend to a significant extent on our success in producing
quality Green Giant vegetables at competitive costs and GMOI’s success in
marketing the products produced by us. The ability of GMOI to successfully
market these products will depend upon GMOI’s sales efforts, as well as the
factors described above under “—Excess capacity in the vegetable industry has a
downward effect on price.” We cannot give assurance as to the volume of GMOI’s
sales and cannot control many of the key factors affecting that volume. The
Alliance Agreement contains extensive covenants by us with respect to quality
and delivery of products, maintenance of the Alliance Plants and other standards
of our performance. If we were to fail in our performance of these covenants,
GMOI would be entitled to terminate the Alliance Agreement.
Termination
of the Alliance Agreement will, in most cases, entitle our principal lenders,
including our long-term lenders, to declare a default under our loan agreements
with them. The principal lenders have a security interest in certain payments
that we will receive from GMOI on termination of the Alliance Agreement. Unless
we were to enter into a new substantial supply relationship with GMOI or another
major vegetable marketer and acquire substantial production capacity to replace
the GMOI production plants, any such termination would substantially reduce
our
sales.
Sales
to
GMOI have declined $12 million, from $252 million to $240 million, between
fiscal year 2003 and fiscal year 2006.
If
we do not maintain the market shares of our products, our business and revenues
may be adversely affected.
All
of
our products compete with those of other national, major and smaller regional
food processing companies under highly competitive conditions. The vegetable
products which we sell under our own brand names not only compete with vegetable
products produced by vegetable processing competitors, but also compete with
products we produce and sell to other companies who market those products under
their own brand names, such as the Green Giant vegetables we sell to GMOI under
the Alliance Agreement and the vegetables we sell to various retail grocery
chains which carry our buyers’ own brand names.
The
customers who buy our products to sell under their own brand names control
the
marketing programs for those products. In recent years, many major retail food
chains have been increasing their promotions, offerings and shelf space
allocations for their own vegetable brands, to the detriment of vegetable brands
owned by the processors, including our own brands. We cannot predict the pricing
or promotional activities of our competitors or whether they will have a
negative effect on us. There are competitive pressures and other factors which
could cause our products to lose market share or result in significant price
erosion, and which could have a material adverse effect on our business,
financial condition and results of operations.
Increases
in logistics and other transportation-related costs could materially adversely
impact our results of operations. Our ability to competitively serve our
customers depends on the availability of reliable and low-cost
transportation.
Logistics
and other transportation-related costs have a significant impact on our earnings
and results of operations. We use multiple forms of transportation to bring
our
products to market. They include trucks, intermodals, rail cars, and ships.
Disruption to the timely supply of these services or increases in the cost
of
these services for any reason, including availability or cost of fuel,
regulations affecting the industry, or labor shortages in the transportation
industry, could have an adverse effect on our ability to serve our customers,
and could have a material adverse effect on our financial
performance.
If
we are subject to product liability claims, we may incur significant and
unexpected costs and our business reputation could be adversely affected.
Food
processors are subject to significant liability should the consumption of their
products cause injury or illness. A product liability judgment against us could
also result in substantial and unexpected expenditures and divert management’s
attention from other responsibilities. Although we maintain product liability
insurance coverage in amounts customary within the industry, there can be no
assurance that this level of coverage is adequate or that we will be able to
continue to maintain our existing insurance or obtain comparable insurance
at a
reasonable cost, if at all. A product recall or a partially or completely
uninsured judgment against us could have a material adverse effect on results
of
operations and financial condition. During the second quarter of our fiscal
year
2005, the Company recalled certain products and recognized a charge of
$1,280,000 as previously reported.
We
generate agricultural food processing wastes and are subject to substantial
environmental regulation.
As
a
vegetable processor, we regularly dispose of vegetable wastes (silage) and
processing water, as well as materials used in plant operation and maintenance,
and our plant boilers, which generate heat used in processing, produce generally
small emissions into the air. These activities and operations are regulated
by
federal and state laws and the respective federal and state environmental
agencies. Occasionally, we may be required to remediate conditions found by
the
regulators to be in violation of environmental law or to contribute to the
cost
of remediating waste disposal sites which we neither owned nor operated but
in
which we and many other companies deposited waste materials, usually through
independent waste disposal companies. The costs of this remediation and
contributions (including occasional fines) have not been significant. As a
major
vegetable producer, we run the risk of occasional future costs and inadvertent
violations, even though we maintain an environmental department to assist us
in
environmental compliance.
Item
1B
Unresolved
Staff Comments
The
Company does not have any unresolved comments from the SEC staff regarding
its
periodic or current reports under the Securities Exchange Act of 1934, as
amended.
Item
2
Properties
Seven
facilities in Minnesota, two facilities in Washington, three facilities in
Idaho, three facilities in New York, one facility in Oregon, one facility in
Illinois, and ten facilities in Wisconsin provide approximately 9,727,000 square
feet of food packaging, freezing and freezer storage, and warehouse storage
space. These facilities process and package various vegetable and fruit
products. Most of the facilities are owned by the Company. The Company is a
lessee under a number of operating and capital leases for equipment and real
property used for processing and warehousing.
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.
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 of 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, including proceedings involving product
liability claims, worker’s compensation and other employee claims, tort and
other general liability claims, for which it carries insurance, as well as
patent infringement and related litigation. While it is not feasible to predict
or determine the ultimate outcome of these matters, the Company does not believe
that an adverse decision in any of these legal proceedings would have a material
adverse impact on its financial position, results of operations, or cash
flows.
During
2004, various claims totaling approximately $3,211,000 were asserted by the
Fleming Companies against the Company and a subsidiary acquired in 2003 in
the
Bankruptcy proceedings in the U. S. Bankruptcy Court for the District of
Delaware for (i)receipt of allegedly preferential payments under the U. S.
Bankruptcy Code ($1,292,000), (ii) receipt of alleged overpayments ($1,139,000)
and (iii) amounts allegedly owing under various vendor promotional programs
($780,000). During 2005, the Company settled and paid these claims for
$399,000.
On
June
15, 2004, an accident occurred at the Company’s aircraft hangar located at the
Yates County Airport in Penn Yan, New York as disclosed in our March 31, 2005
Annual Report on 10-K. The damaged aircraft were repaired through insurance
proceeds, and this matter was terminated in November, 2005. This matter did
not
have a material impact on the Company’s financial statements or results of
operations.
Refer
to
Item 1, Business
--
Environmental
Protection,
for
further information.
Item
4
Submission
of Matters to a Vote of Security Holders
No
matters were submitted to a 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, Related Security Holder Matters and Issuer
Purchases of Equity Securities
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
2006 Annual Report, “Shareholder Information and Quarterly Results”, which is
incorporated by reference.
Securities
Authorized for Issuance Under Equity Compensation
Plans
The
Company has no equity compensation plans or individual compensation arrangements
under which equity securities of the Company are authorized for issuance to
employees or directors, therefore, no table is necessary as described in Item
201(d) of Regulation S-K.
Issuer
Purchases of Equity Securities
|
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
|
|||
|
1/01/06
- 1/31/06
|
2,500
|
-
|
$20.13
|
$ -
|
N/A
|
N/A
|
|
2/01/06
- 2/29/06
|
-
|
-
|
-
|
-
|
N/A
|
N/A
|
|
3/01/06
- 3/31/06
|
-
|
-
|
-
|
-
|
N/A
|
N/A
|
|
Total
|
2,500
|
-
|
$20.13
|
$ -
|
N/A
|
N/A
|
(1)
These
purchases were made in open market transactions by the trustees under the Seneca
Foods Corporation Employees' Savings Plan and the Seneca Foods, L.L.C. 401(k)
Retirement Savings Plan to provide employee matching contributions under the
plans.
Item
6
Selected
Financial Data
Refer
to
the information in the 2006 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 2006 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 2006 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 2006 Annual Report, “Consolidated Financial Statements
and Notes thereto including Report of Independent Registered Public Accounting
Firms”, which is incorporated by reference.
Item
9
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
None.
Item
9A
Controls
and Procedures
Evaluation
of Disclosure Controls and Procedures
Our
management, with the participation of our Chief Executive Officer and Chief
Financial Officer, evaluated the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934), as of March 31, 2006. Based upon this evaluation, our
Chief Executive Officer and Chief Financial officer concluded that, as of March
31, 2006, the Company’s disclosure controls and procedures: (1) were designed to
ensure that material information relating to the Company is made known to our
Chief Executive Officer and Chief Financial Officer by others within those
entities, particularly during the period in which this report was being
prepared, so as to allow timely decisions regarding required disclosure and
(2)
were effective, in that they provide reasonable assurance that information
required to be disclosed by the Company in the reports we file or submit under
the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the SEC’s rules and forms.
Management’s
Annual Report on Internal Control Over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal
control over the Company’s financial reporting (as defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act). Because of its inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements. Projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
Our
management assessed the effectiveness of the Company’s internal control over
financial reporting as of March 31, 2006. In making this assessment, our
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control-Integrated
Framework. Based on our assessment, management believes that, as of March 31,
2006, our internal control over financial reporting is effective based on those
criteria.
The
independent registered public accounting firm BDO Seidman, LLP, which audited
the Company’s 2006 financial statements incorporated into this Form 10-K, has
issued an opinion on management’s assessment, as of March 31, 2006, of the
Company’s internal control over financial reporting. Their opinion appears on
page 12.
Remediation
of Material Weaknesses Reported in 2005
As
previously reported in our Annual Report on Form 10-K for the year ended March
31, 2005, we concluded that, as of March 31, 2005, our disclosure controls
and
procedures were not effective in alerting management prior to the end of a
reporting period to all material information required to be included in our
periodic filings with the SEC.
A
material weakness is a significant deficiency (as defined in the Public Company
Accounting Oversight Board’s Auditing Standard No. 2), or combination of
significant deficiencies, that results in there being more than a remote
likelihood that a material misstatement in the annual or interim financial
statements will not be prevented or detected on a timely basis by employees
in
the normal course of their work. Management’s assessment identified the
following three material weaknesses as of March 31, 2005 related to the
financial statement close process:
| · |
Insufficient
controls to review the application of accounting principles over
the
determination and calculation of asset impairments
in accordance with FAS 144.
|
| · |
Insufficient
controls over the calculation and review of accrued promotion
expense.
|
| · |
Insufficient
controls over the selection and monitoring of key assumptions supporting
accounting estimates.
|
During
2006, The Company completed remediation measures to address the material
weaknesses described above. As described in the Company’s Form 10-K for fiscal
year 2005, the remediation plans included:
| (i) |
The
development of an internal audit process in the quarter ending July
2,
2005, which includes using a third party public accounting firm;
|
| (ii) |
The
establishment of a control whereby a detailed analysis, in accordance
with
the provisions of FAS 144, is prepared and reviewed when management
identifies an indicator of impairment;
|
| (iii) |
The
creation of a control procedure whereby management is required to
provide
detailed support for each promotion accrual on a quarterly basis
and
corporate accounting personnel is actively involved in reviewing
the
documentation for compliance with GAAP;
|
| (iv) |
The
implementation of control procedures for the monitoring of key assumptions
supporting accounting estimates, on a quarterly basis, to ensure
that they
are appropriate.
|
These
remediation measures were tested and determined to be effective through
management’s fiscal 2006 assessment of internal control over financial
reporting.
Internal
Control over Financial Reporting
Board
of
Directors and Stockholders
Seneca
Foods Corporation
Marion,
New York
We
have
audited management’s assessment, included in the accompanying Management’s
Annual Report on Internal Control Over Financial Reporting that Seneca Foods
Corporation maintained effective internal control over financial reporting
as of
March 31, 2006, based on criteria established in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (the COSO criteria). The Company’s management is responsible for
maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting.
Our responsibility is to express an opinion on management’s assessment and an
opinion on the effectiveness of the Company’s internal control over financial
reporting based on our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control
over
financial reporting, evaluating management’s assessment, testing and evaluating
the design and operating effectiveness of internal control, and performing
such
other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
A
company’s internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company’s internal control over
financial reporting includes those policies and procedures that (1) pertain
to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors
of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial
statements.
Because
of its inherent limitations, internal control over financial reporting may
not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
In
our
opinion, management’s assessment that the Company maintained effective internal
control over financial reporting as of March 31, 2006, is fairly stated, in
all
material respects, based on the COSO criteria. Also in our opinion, the Company
maintained, in all material respects, effective internal control over financial
reporting as of March 31, 2006, based on the COSO criteria.
We
have
also audited, in accordance with the standards of the Public Company Accounting
Standards Board (United States), the consolidated balance sheet of Seneca Foods
Corporation as of March 31, 2006, and the related consolidated statements of
net
earnings, stockholders’ equity and cash flows for the year then ended and our
report dated June 9, 2006 expressed an unqualified opinion on those consolidated
financial statements.
/s/
BDO
Seidman, LLP
Milwaukee,
Wisconsin
June
9,
2006
Changes
in Internal Control over Financial Reporting
No
change
in our internal control over financial reporting (as defined in rules 13a-15(f)
and 15d-15(f) under the Exchange Act) occurred during the quarter ended March
31, 2006 that has materially affected, or is reasonably likely to materially
affect, the Company’s internal control over financial reporting.
Item
9B
Other
Information
None.
PART
III
Item
10
Directors
and Executive Officers of the Registrant
The
Company has adopted a Code of Ethics that applies to the Chief Executive
Officer, Chief Financial Officer and Controller. The Code of Ethics is available
on our web site www.senecafoods.com (free of charge).
Additional
information required by Item 10 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
11
Executive
Compensation
Information
required by Item 11 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
12
Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Information
required by Item 12 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
13
Certain
Relationships and Related Transactions
Information
required by Item 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
Principal
Accountant Fees and Services
Information
required by Item 14 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.
PART
IV
Item
15
Exhibits
and Financial Statement Schedules
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, 2006, are incorporated by reference
in Item 8:
|
Consolidated
Statements of Net Earnings - Years ended March 31, 2006, 2005 and
2004
|
|
Consolidated
Balance Sheets - March 31, 2006 and
2005
|
|
Consolidated
Statements of Cash Flows - Years ended March 31, 2006, 2005 and
2004
|
|
Consolidated
Statements of Stockholders’ Equity - Years ended March 31, 2006, 2005 and
2004
|
|
Notes
to Consolidated Financial Statements - Years ended March 31, 2006,
2005
and 2004
|
|
Reports
of Independent Registered Public Accounting
Firms
|
Pages
2. Supplemental
Schedule:
Schedule
II —Valuation
and Qualifying Accounts 16
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 exhibits
3.1,
3.2 and 3.3 the Company’s Form 10-Q/A filed August, 1995; as amended by
exhibit 3 filed with the Company’s Form 10-K filed June 1996 as amended by
exhibit 3(i) to the Company’s Form 8-K dated September 17, 1998; as
amended by exhibit 3.3 to the Company’s form 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.
Incorporated by reference to exhibit 10 to the Company's Form 10-K
filed
June 25, 2002 for 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 2006 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” (filed
herewith).
|
||
|
No.
21
|
-
|
List
of Subsidiaries (filed herewith)
|
||
|
No.
23.1
|
-
|
Consent
of BDO Seidman, LLP (filed herewith)
|
||
|
No.
23.2
|
-
|
Consent
of Ernst & Young LLP (filed herewith)
|
||
|
No.
31.1
|
-
|
Certification
of Kraig H. Kayser pursuant to Section 302 of the Sarbanes-Oxley
Act of
2002 (filed herewith)
|
||
|
No.
31.2
|
-
|
Certification
of Philip G. Paras pursuant to Section 302 of the Sarbanes-Oxley
Act of
2002 (filed herewith)
|
||
|
No.
32
|
-
|
Certifications
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed
herewith)
|
||
Schedule
II
VALUATION
AND QUALIFYING ACCOUNTS
(In
thousands)
|
Balance
at
Beginning
of
period
|
Charged/
(Credited)
to
income
|
Charged
to
other
accounts
|
Deductions
from
reserve
|
Balance
at
end
of
period
|
||
|
Year-ended
March 31, 2006:
|
||||||
|
Allowance
for doubtful accounts
|
$ 625
|
$ (568)
|
$ ¾
|
$
(388) (c)
|
$ 445
|
|
|
Year-ended
March 31, 2005:
Allowance
for doubtful accounts
|
$ 945
|
$ 913
|
$ ¾
|
$
1,233 (a)
|
$ 625
|
|
|
Year-ended
March 31, 2004:
Allowance
for doubtful accounts
|
$ 761
|
$ 694
|
$
355 (b)
|
$
155 (a)
|
$ 945
|
|
(a)
Accounts written off, net of recoveries.
(b)
Reclassified to accrued expense related to a liability for Chapter 11 preference
payments received from a customer.
(c)
Recoveries, net of accounts written off.
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
/s/Jeffrey L. Van Riper June
13, 2006
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
|
||
|
/s/Arthur
S. Wolcott
|
Chairman
and Director
|
June
13, 2006
|
||
|
Arthur
S. Wolcott
|
||||
|
/s/Kraig
H. Kayser
Kraig
H. Kayser
|
President,
Chief Executive Officer, and Director
|
June
13, 2006
|
||
|
/s/Philip
G. Paras
|
Chief
Financial Officer
|
June
13, 2006
|
||
|
Philip
G. Paras
|
||||
|
/s/Jeffrey
L. Van Riper
Jeffrey L. Van Riper
|
Controller
and Secretary (Principal Accounting Officer)
|
June
13, 2006
|
||
|
/s/Arthur
H. Baer
|
Director
|
June
13, 2006
|
||
|
Arthur
H. Baer
|
||||
|
/s/Andrew
M. Boas
|
Director
|
June
13, 2006
|
||
|
Andrew
M. Boas
|
||||
|
/s/Robert
T. Brady
|
Director
|
June
13, 2006
|
||
|
Robert
T. Brady
|
||||
|
/s/Douglas
F. Brush
|
Director
|
June
13, 2006
|
||
|
Douglas
F. Brush
|
||||
|
/s/G.
Brymer Humphreys
|
Director
|
June
13, 2006
|
||
|
G.
Brymer Humphreys
|
||||
|
/s/Thomas
Paulson
|
Director
|
June
13, 2006
|
||
|
Thomas
Paulson
|
||||
|
/s/Susan
W. Stuart
|
Director
|
June
13, 2006
|
||
|
Susan
W. Stuart
|