Seneca Foods Corp - Annual Report: 2008 (Form 10-K)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
10-K
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Annual Report Pursuant
to Section 13 or 15(d) of
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The Securities
Exchange Act of 1934
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For
the fiscal year ended March 31, 2008
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Commission
File Number 0-01989
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SENECA FOODS
CORPORATION
(Exact
name of registrant as specified in its charter)
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New
York
(State
or other jurisdiction of
incorporation
or organization)
3736 South Main Street, Marion, New
York
(Address of principal executive
offices)
Registrant’s
telephone number, including area code
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16-0733425
(I.R.S.
Employer Identification No.)
14505
(Zip
Code)
(315)
926-8100
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Securities
registered pursuant to Section 12(b) of the Exchange
Act:
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Title of Each Class
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Name
of Each Exchange on
Which Registered
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Common Stock Class A, $.25
Par
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NASDAQ
Global Market
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Common Stock Class B, $.25
Par
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NASDAQ
Global Market
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Securities
registered pursuant to Section 12(g) of the
Act:
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None
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Indicate
by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities
Act.
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Yes No X
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Indicate
by check mark if the registrant is not required to file reports pursuant
to Section 13 or Section 15(d) of the
Act.
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Yes No X
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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.
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Yes X
No
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Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company (as
defined in Rule 12(b-2) of the Exchange Act).
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Large
accelerated filer Accelerated
filer
X Non-accelerated
filer Smaller
reporting company
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Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act)
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Yes No X
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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 Global Market System on September 30, 2007 was approximately
$165,981,000.
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Common
shares outstanding as of May 30, 2008 were Class A: 4,830,268,
Class B: 2,760,905.
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Documents
Incorporated by Reference:
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(1)
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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.
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(2)
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Portions
of the Annual Report to shareholders for fiscal year ended March 31, 2008
(the “2008 Annual Report”) applicable to Part I, Item 1, Part II, Items
5-9A and Part IV, Item 15 of Form
10-K.
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TABLE
OF CONTENTS
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FORM
10-K ANNUAL REPORT - FISCAL 2008
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SENECA
FOODS CORPORATION
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PART
I.
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Pages
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Item
1.
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1-4
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Item
1A.
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4-6
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Item
1B.
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6
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Item
2.
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7
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Item
3.
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8
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Item
4.
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8
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PART
II.
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Item
5.
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9-10
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Item
6.
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10
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Item
7.
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10
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Item
7A.
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10
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Item
8.
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10
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Item
9.
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10
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Item
9A.
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11-14
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Item
9B.
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14
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PART
III.
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Item
10.
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15
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Item
11.
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15
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Item
12.
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15
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Item
13.
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15
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Item
14.
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15
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PART
IV.
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Item
15.
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16-17
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18
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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
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Item
1
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General
Development of Business
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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 packs 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 divestitures, the Company’s only non-vegetable food products
are a line of fruit and chip products.
On August
18, 2006, the Company completed the acquisition of the sole membership interest
in Signature Fruit Company L.L.C., a large producer of fruit products, from John
Hancock Life Insurance Company and John Hancock Variable Life Insurance
Company. As a result of this acquisition, the Company expanded its
line of fruit products.
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Available
Information
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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.
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Financial
Information about Industry Segments
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The
Company manages its business on the basis of two reportable segments – the
primary segment is the processing and sale of fruits and vegetables and
secondarily the processing and sale of fruit chip products. These two
segments constitute the food operation. The food operation
constitutes 99% of total sales, of which approximately 80% is vegetable
processing, 19% is fruit processing and 1% is fruit chip
processing. The non-food operation is mostly trade sales of cans and
ends, which represents 1% of the Company’s total sales.
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Narrative
Description of Business
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Principal Products and
Markets
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Food
Processing
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The
principal products include canned fruits and vegetables, frozen vegetables and
other food 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, California, Wisconsin, Washington, Idaho, Illinois,
and Minnesota.
Page
1
The
following table summarizes net sales by major product category for the years
ended March 31, 2008, 2007, and 2006:
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Classes
of similar products/services:
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2008
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2007
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2006
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(In
thousands)
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Net
Sales:
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GMOI
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$201,676
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$210,313
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$240,490
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Canned vegetables
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616,636
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579,731
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573,779
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Frozen vegetables
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39,880
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35,696
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29,464
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Fruit
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193,768
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164,969
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5,893
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Snack
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14,996
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18,369
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20,747
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Other
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13,768
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15,775
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13,450
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$ 1,080,724
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$ 1,024,853
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$883,823
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Source and
Availability of Raw
Materials
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The
Company’s food processing plants are located in major vegetable producing states
and in two fruit producing states. Fruits and vegetables are
primarily obtained through contracts with growers. The Company’s
sources of supply are considered equal or superior to its competition for all of
its food products.
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 and 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. 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). With the
purchase of Signature, which also uses the Libby’s brand name, the Company
re-negotiated the license agreement and created a new, combined agreement based
on Libby’s revenue dollars for fruits, vegetables, and dry beans. A
total of $371,000 was paid as a royalty fee for the year ended March of
2008.
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Seasonal
Business
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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.
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Backlog
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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.
Page
2
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Competition and
Customers
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Competition
in the food business is substantial with brand recognition 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. The Company is
aware of approximately eight competitors in the U.S. processed fruit
industry. In addition, there are significant quantities of fruit that
are imported from Europe, Asia and South America.
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
24% of processed foods sales were packed for institutional food distributors and
47% were retail packed under the private label of customers. The
remaining 19% was 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 fruit and 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 2008 Annual
Report is incorporated by reference.
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Environmental
Protection
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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, we believe 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
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. The Company is in a
highly regulated industry and is also periodically involved in government
actions for regulatory violations and other matters surrounding the
manufacturing of its products, including, but not limited to, environmental,
employee, and product safety issues. 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.
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
(“Group”) 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. The Group has offered a settlement but has
not received a response from the State. 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.
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Employment
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The
Company has 3,201 employees of which 2,776 full time and 425 seasonal employees
work in food processing and 76 full time employees work in other
activities.
The
Company has six collective bargaining agreements with three unions covering
approximately 900 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. Two
collective bargaining agreements expire in calendar 2009, one agreement expires
in calendar 2010, two agreements expire in calendar 2011 and one agreement
expires in calendar 2012.
Page
3
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Export
Sales
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The
following table sets forth domestic and export sales:
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Fiscal
Year
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2008
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2007
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2006
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(In thousands, except
percentages)
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Net
Sales:
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United
States
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$ | 976,163 | $ | 935,948 | $ | 804,236 | ||||||
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Export
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104,561 | 88,905 | 79,587 | |||||||||
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Total
Net Sales
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$ | 1,080,724 | $ | 1,024,853 | $ | 883,823 | ||||||
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As
a Percentage of Net Sales:
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United
States
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90.3 | % | 91.3 | % | 91.0 | % | ||||||
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Export
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9.7 | % | 8.7 | % | 9.0 | % | ||||||
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Total
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100.0 | % | 100.0 | % | 100.0 | % | ||||||
Item
1A
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”, “our” or “us” in this section.
Excess
capacity in the fruit and vegetable industry has a downward impact on selling
price.
Our
financial performance and growth are related to conditions in the United States
fruit and 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 fruit and 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 fruit and 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 fruit and 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, fruit and vegetable production outside the United States,
particularly in Europe, Asia and South 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 fruits and vegetables we
process. When the fruits and vegetables are ready to be picked, we
must harvest and process them or forego the opportunity to process fresh picked
fruits and vegetables for an entire year. Most of our fruits and
vegetables are grown by farmers under contract with us. Consequently,
we must pay the contract grower for the fruits and 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, which
corresponds with the quarter that the growing season ends for most of the
produce processed by us. 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 fruit and 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 fruits and 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. California is the primary
growing region for the fruits we pack, namely peaches, pears, apricots and
grapes. The adverse effects of weather-related reduced production may
be partially mitigated by higher selling prices for the fruits and vegetables
which are produced.
Page
4
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 fruits and vegetables, steel (used to make cans)
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.
Increased
focus on ethanol will impact the Company’s cost of produce that could adversely
affect our profitability.
As part
of the U.S. Government’s efforts to promote alternative fuel sources via
subsidies and tax credits, there is an increased interest in the production of
corn-based ethanol fuel, which is diverting acreage previously used for the
production of food for human consumption. Further restricting
available acreage are Farm Bill provisions prohibiting planting fruits and
vegetables on “base” acres used for soybeans and field corn. If
prices of raw produce 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, 2008, we had a total of approximately $260 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
revolving credit facility and certain other indebtedness carry variable interest
rates which causes us to be exposed to fluctuation in our interest
rates.
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 2008 and
2007 constituted approximately 19% and 21%, 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 $50 million, from $252 million to $202 million, between
fiscal year 2003 and fiscal year 2008.
Page
5
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 and 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 fruit and vegetable brands, to the detriment of
fruit and 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 that 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, affect
consumer confidence in our products, 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 food
processor, we regularly dispose of produce 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 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 food 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
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.
Page
6
|
|
Item
2
|
The
following table details the Company’s manufacturing plants and
warehouses:
|
Square
Footage
(000)
|
Acres
|
|||||||
|
Food
Group
|
||||||||
|
Modesto,
California
|
2,123 | 114 | ||||||
|
Buhl,
Idaho
|
489 | 141 | ||||||
|
Payette,
Idaho
|
387 | 43 | ||||||
|
Princeville,
Illinois
|
205 | 222 | ||||||
|
Arlington,
Minnesota
|
264 | 541 | ||||||
|
Blue
Earth, Minnesota
|
286 | 346 | ||||||
|
Bricelyn,
Minnesota
|
57 | 8 | ||||||
|
Glencoe,
Minnesota
|
630 | 783 | ||||||
|
LeSueur,
Minnesota
|
181 | 71 | ||||||
|
Montgomery,
Minnesota
|
549 | 1,021 | ||||||
|
Rochester,
Minnesota
|
1,043 | 860 | ||||||
|
Geneva,
New York
|
764 | 607 | ||||||
|
Leicester,
New York
|
216 | 91 | ||||||
|
Marion,
New York
|
348 | 181 | ||||||
|
Dayton,
Washington
|
251 | 41 | ||||||
|
Yakima,
Washington
|
119 | 8 | ||||||
|
Baraboo,
Wisconsin
|
254 | 8 | ||||||
|
Cambria,
Wisconsin
|
412 | 329 | ||||||
|
Clyman,
Wisconsin
|
408 | 416 | ||||||
|
Cumberland,
Wisconsin
|
228 | 287 | ||||||
|
Gillett,
Wisconsin
|
303 | 105 | ||||||
|
Janesville,
Wisconsin
|
1,093 | 291 | ||||||
|
Mayville,
Wisconsin
|
282 | 367 | ||||||
|
Oakfield,
Wisconsin
|
220 | 2,192 | ||||||
|
Ripon,
Wisconsin
|
348 | 75 | ||||||
|
Non-Food
Group
|
||||||||
|
Penn
Yan, New York
|
27 | 4 | ||||||
|
Total
|
11,487 | 9,152 | ||||||
These
facilities primarily 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 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 3, 4 and 5 of
Item 8, Financial Statements and Supplementary Data, for additional information
about the Company’s long-term debt and lease commitments.
Page
7
|
|
Item
3
|
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. The Company is in a
highly regulated industry and is also periodically involved in government
actions for regulatory violations and other matters surrounding the
manufacturing of its products, including, but not limited to, environmental,
employee, and product safety issues. 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.
On August
2, 2007, the Company received two civil citations from CalOSHA (the state agency
responsible for enforcing occupational safety and health regulations), relating
to the accidental death of a warehouse employee at the Company’s Modesto
facility on February 5, 2007. The Company is appealing the citations
to the California Occupational Safety and Health Appeals Board.
On
February 8, 2008, a subsidiary of the Company was named as a defendant in a
criminal action in Stanislaus County, California, relating to the above accident
at the Modesto facility. The complaint alleges a felony violation of
sec. 6425(a) of the California Labor Code by a subsidiary of the
Company. The criminal charges are still pending and being vigorously
defended.
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.
Refer to
Item 1, Business -- Environmental
Protection, for information regarding environmental legal
proceedings.
|
|
Item
4
|
|
|
No
matters were submitted to a vote of shareholders during the last quarter
of the fiscal period covered by this
report.
|
Page
8
|
|
PART
II
|
|
|
Item
5
|
Market for Registrant’s Common Stock, Related
Security Holder Matters and Issuer Purchases of Equity
Secutities
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
2008 Annual Report, “Shareholder Information and Quarterly Results”, which is
incorporated by reference.
Securities
Authorized for Issuance Under Equity Compensation Plans
On August
10, 2007, the 2007 Equity Incentive Plan (the “2007 Equity Plan”) was approved
by shareholders at the Company’s annual meeting. The 2007 Equity Plan has
a 10-year term and authorized the issuance of up to 100,000 shares of either
Class A Common and Class B Common or a combination of the two classes of
stock. Also on August 10, 2007 (the “Grant Date”), the
Company’s Compensation Committee awarded a total of $100,000 of restricted Class
A Common Stock under the terms of the 2007 Equity Plan. Based on the Grant
Date market price of the Class A Common Stock, a total of 3,834 shares were
awarded. As of March 31, 2008, there were 96,166 shares available for
distribution as part of future awards under this 2007 Equity Plan. No
additional shares have been awarded under the 2007 Equity Plan through the date
of this Form 10-K.
Common Stock Performance
Graph
Refer to
the information in the 2008 Annual Report, “Shareholder Information and
Quarterly Results”, which is incorporated by reference.
Page
9
Issuer
Purchases of Equity Securities
|
Total
Number of Shares Purchased (1)
|
Average
Price Paid per Share
|
|||||||||||||||||||||||
|
Period
|
Class
A Common
|
Class
B Common
|
Class
A Common
|
Class
B Common
|
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
|
||||||||||||||||||
|
1/01/08
- 1/31/08
|
5,603 | 8,500 | $ | 23.63 | $ | 23.25 | N/A | N/A | ||||||||||||||||
|
2/01/08
- 2/29/08
|
- | 1,500 | - | $ | 23.15 | N/A | N/A | |||||||||||||||||
|
3/01/08
- 3/31/08
|
16,000 | 9,000 | 20.35 | $ | 21.82 | N/A | N/A | |||||||||||||||||
|
Total
|
21,603 | 14,000 | $ | 21.20 | $ | 22.32 | N/A | N/A | ||||||||||||||||
(1) These
purchases were made in open market transactions by the Trustees of 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
Refer to
the information in the 2008 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 2008 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 2008 Annual Report, “Quantitative and Qualitative
Disclosures about Market Risk”, which is incorporated by reference.
|
|
Item
8
|
Refer to
the information in the 2008 Annual Report, Consolidated Financial Statements and
Notes thereto including Report of Independent Registered Public Accounting Firm,
which is incorporated by reference.
|
|
Item
9
|
None.
Page
10
Item
9A
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, 2008. Based upon this evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that, as of March
31, 2008, 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, 2008. 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,
2008, 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 2008 financial statements incorporated into this Form 10-K,
has issued an opinion on management’s assessment, as of March 31,
2008, of the Company’s internal control over financial
reporting. Their opinion appears on page 12.
Page
11
Internal
Control over Financial Reporting
Board of
Directors and Stockholders
Seneca
Foods Corporation
Marion,
New York
We have
audited Seneca Foods Corporation’s internal control over financial reporting as
of March 31, 2008, 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, included in the accompanying Item 9A, Management’s Annual Report
on Internal Control Over Financial Reporting. Our responsibility is to express
an opinion on 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, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal
control based on the assessed risk. Our audit also included 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, the Company maintained, in all material respects, effective internal
control over financial reporting as of March 31, 2008, 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 sheets of Seneca Foods
Corporation as of March 31, 2008 and 2007, and the related consolidated
statements of net earnings, stockholders’ equity and cash flows for each of the
three years in the period ended March 31, 2008 and our report dated June 9, 2008
expressed an unqualified opinion on those consolidated financial
statements.
/s/BDO
Seidman, LLP
Milwaukee,
Wisconsin
June 9,
2008
Page
12
Report
of Independent Registered Public Accounting Firm
Board of
Directors and Stockholders
Seneca
Foods Corporation
Marion,
New York
We have
audited the accompanying consolidated balance sheets of Seneca Foods Corporation
as of March 31, 2008 and 2007 and the related consolidated statements of net
earnings, stockholders’ equity, and cash flows for each of the three years in
the period ended March 31, 2008. In connection with our audit of the financial
statements, we have also audited the accompanying schedule II, Valuation of
Qualifying Accounts for each of the three years in the period ended March 31,
2008. These financial statements and schedule are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.
We
conducted our audits 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 the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the
financial statements and schedule. We believe that our audits provide a
reasonable basis for our opinion.
In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Seneca Foods Corporation as
of March 31, 2008 and 2007, and the results of its operations and its cash flows
for each of the three years in the period ended March 31, 2008 in conformity
with accounting principles generally accepted in the United States of
America.
Also, in
our opinion, the financial statement schedule, when considered in relation to
the basic consolidated financial statements taken as a whole, presents fairly,
in all material respects, the information set forth therein
As
discussed in Note 6 to the consolidated financial statements, the Company
adopted the provisions of Statement of Financial Accounting Standards (SFAS)
Interpretation No. 48, “Accounting for Uncertain Income Taxes – an
Interpretation of SFAS Statement No. 109”, on April 1, 2007.
As
discussed in Note 10 to the consolidated financial statements, effective
December 30, 2007 the Company changed its inventory valuation method from the
lower of cost; determined under the first-in, first-out (FIFO) method; or
market, to the lower of cost; determined under the last-in,
first-out (LIFO) method or market.
As
reflected in Note 8 to the consolidated financial statements, the Company
adopted Statement of Financial Accounting Standards No. 158, “Employers’
Accounting for Defined Benefit Pension and Other Postretirement Plans” as of
March 31, 2007.
We also
have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), Seneca Foods Corporation’s internal control
over financial reporting as of March 31, 2008, based on criteria established
in Internal
Control –
Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO) and our report dated June 9, 2008, expressed
an unqualified opinion thereon.
/s/BDO
Seidman, LLP
Milwaukee,
Wisconsin
June 9,
2008
Page
13
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, 2008 that has materially affected, or is reasonably likely to materially
affect, the Company’s internal control over financial reporting.
|
|
Item
9B
|
|
|
Other
Information
|
|
|
None.
|
Page
14
|
|
PART
III
|
Item
10
Directors, Executive
Officers and Corporate Governance
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, and Director Independence
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.
Page
15
|
|
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,
2008, are incorporated by reference in Item
8:
|
|
|
Consolidated
Statements of Net Earnings – Years ended March 31, 2008, 2007 and
2006
|
|
|
Consolidated
Balance Sheets - March 31, 2008 and
2007
|
|
|
Consolidated
Statements of Cash Flows – Years ended March 31, 2008, 2007 and
2006
|
|
|
Consolidated
Statements of Stockholders’ Equity – Years ended March 31, 2008, 2007 and
2006
|
|
|
Notes
to Consolidated Financial Statements – Years ended March 31, 2008, 2007
and 2006
|
|
|
Report
of Independent Registered Public Accounting
Firm
|
|
|
Pages
|
|
|
2.
|
Supplemental
Schedule:
|
|
Schedule
II
|
—
|
Valuation
and Qualifying Accounts
|
17
|
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,
amended by Exhibit 3 of the Company’s Form 8-K dated August 23, 2006,
amended by Exhibit 3 of the Company's form 8-K dated November 6,
2007.
|
||
|
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, amended by Exhibit 10.2 of the Company’s Form 8-K
dated August 23, 2006. 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 a form of 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. Incorporated by
reference to the Company’s Form 8-K dated August 23, 2006 for the Purchase
Agreement by and among Seneca Foods Corporation, John Hancock Life
Insurance Company and John Hancock Variable Life Insurance Company dated
as of August 18, 2006, the Company's Amended and Restated Revolving Credit
Agreement and Registration Rights Agreement between the Company and John
Hancock Life Insurance Company. Seneca Foods Corporation Management
Profit Sharing Bonus Plan (filed herewith).
|
Page
16
|
No.
13
|
-
|
The
material contained in the 2008 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.
18
|
-
|
Preferability
Letter (filed herewith)
|
||
|
No.
21
|
-
|
List
of Subsidiaries (filed herewith)
|
||
|
No.
23
|
-
|
Consent
of BDO Seidman, LLP (filed herewith)
|
||
|
No.
24
|
Powers
of Attorney (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 Roland E. Breunig 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, 2008:
Allowance for doubtful
accounts
|
$ | 504 | $ | (34 | ) | $ | ¾ | $ | 13 | (a) | $ | 457 | ||||||||
|
Income tax valuation
allowance
|
$ | 3,538 | $ | (92 | ) | $ | ¾ | $ | ¾ | $ | 3,446 | |||||||||
|
Year-ended
March 31, 2007:
Allowance for doubtful
accounts
|
$ | 445 | $ | (149 | ) | $ | 89 | (b) | $ | (119 | ) (c) | $ | 504 | |||||||
|
Income tax valuation
allowance
|
$ | ¾ | $ | 3,538 | $ | ¾ | $ | ¾ | $ | 3,538 | ||||||||||
|
Year-ended
March 31, 2006:
Allowance for doubtful
accounts
|
$ | 625 | $ | (568 | ) | $ | ¾ | $ | (388 | ) (c) | $ | 445 | ||||||||
|
|
(a)
Accounts written off, net of
recoveries.
|
|
|
(b)
Acquired via the Signature
acquisition.
|
|
|
(c)
Recoveries, net of accounts written
off.
|
Page
17
|
|
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
Jeffrey
L. Van Riper
Controller
and Secretary
(Principal
Accounting Officer)
|
June 13,
2008
|
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, 2008
|
||
|
Arthur
S. Wolcott
|
||||
|
/s/Kraig H.
Kayser
Kraig
H. Kayser
|
President,
Chief Executive Officer, and Director
|
June
13, 2008
|
||
|
/s/Roland E.
Breunig
Roland
E. Breunig
|
Chief
Financial Officer and Treasurer
|
June
13, 2008
|
||
|
/s/Jeffrey L. Van
Riper
Jeffrey
L. Van Riper
|
Controller
and Secretary (Principal Accounting Officer)
|
June
13, 2008
|
||
|
*
|
Director
|
June
13, 2008
|
||
|
Arthur
H. Baer
|
||||
|
*
|
Director
|
June
13, 2008
|
||
|
Andrew
M. Boas
|
||||
|
*
|
Director
|
June
13, 2008
|
||
|
Robert
T. Brady
|
||||
|
*
|
Director
|
June
13, 2008
|
||
|
Susan
A. Henry
|
||||
|
*
|
Director
|
June
13, 2008
|
||
|
G.
Brymer Humphreys
|
||||
|
*
|
Director
|
June
13, 2008
|
||
|
Thomas
Paulson
|
||||
|
*
|
Director
|
June
13, 2008
|
||
|
Susan
W. Stuart
|
||||
|
*
|
Director
|
June
13, 2008
|
||
|
James
F. Wilson
|
|
|
||
|
|
||||
|
/s/Roland E.
Breunig
*By
Roland E. Breunig,
Attorney-in-fact
|
Page
18