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, 20032004 Commission File Number 0-19890-01989
SENECA FOODS CORPORATION
(Exact name of registrant as specified in its charter)
New York 16-0733425
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization) Identification No.)
3736 South Main Street, Marion, New York 14505
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(315) 926-8100
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock Class A, $.25 Par
Common Stock Class B, $.25 Par
(Title of Class)
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained herein, and
will not be contained, to best of the Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to the Form 10-K. __X__X
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Check mark indicates whether Registrant (1) has (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that registrant was required to
file such reports), and (2) has been subject to the filing requirements for at
least the past 90 days.
Yes X No
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Check mark indicates whether the Company is an accelerated filer (as defined in
Exchange Act Rule 12b-2).
Yes X No
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The aggregate market value of the Registrant's voting securitiesand non-voting common
equity held by non-affiliates based on the closing sales price per market
reports by the National Market System on May 30,September 27, 2003 was approximately
$94,573,000.$108,120,000.
Common shares outstanding as of May 30, 20032004 were Class A: 3,911,480,3,950,380, Class B:
2,764,005.
Documents Incorporated by Reference:
(1) Proxy Statement to be issued prior to June 30, 2003 in connection with the Registrant's annual
meeting of stockholders (the "Proxy Statement") applicable to Part III,
Items 10-1310-14 of Form 10-K.
(2) Portions of the Annual Report to shareholders for fiscal year ended March
31, 20032004 (the "2003"2004 Annual Report") applicable to Part I, Part II, Items
5-8 and Part IV, Item 1415 of Form 10-K.
TABLE OF CONTENTS
FORM 10-K ANNUAL REPORT - FISCAL 20032004
SENECA FOODS CORPORATION
PART I. Pages
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Item 1. Business 1-41-3
Item 2. Properties 43
Item 3. Legal Proceedings 4
Item 4. Submission of Matters to a Vote of Security Holders 4
PART II.
Item 5. Market for Registrant's Common Stock and Related Security Holder Matters 5and Issuer
Purchases of Equity Securities 4
Item 6. Selected Financial Data 54
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 5
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 5
Item 8. Financial Statements and Supplementary Data 5
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 5
Item 9A. Controls and Procedures 5
PART III.
Item 10. Directors and Executive Officers of the Registrant 65
Item 11. Executive Compensation 6
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Security
Holder Matters 6
Item 13. Certain Relationships and Related Transactions 6
Item 14. ControlsPrincipal Accountant Fees and ProceduresServices 6
PART IV.
Item 16.15. Exhibits, Financial Statements Schedules and Reports on Form 8-K 8-128-9
SIGNATURES 13-14
CERTIFICATIONS 15-1610
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 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.
The acquisition of this canned vegetable business is expected to increase
the Company's annual sales by approximately $250 million.Available Information
The Company's Internet address is WWW.SENECAFOODS.COM.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 conducted in food and non-food operations.
The food operation constitutes 99% of total sales, of which approximately 97%98% is
vegetable processing and 3%2% is fruit processing. The non-food operation is
an
air charter service,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 of this segment include canned vegetable,vegetables, frozen
vegetablevegetables 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, 2004, 2003, 2002, and 2001:2002:
Classes of similar products/services:
2004 2003 2002
2001
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(In thousands)
Net Sales:
Green Giant vegetablesGMOI $ 247,992 $ 252,059 $ 258,412
$ 290,346
Canned vegetables 584,010 328,907 333,048
326,224
Frozen vegetables 28,900 30,422 25,165 22,052
Fruit and chip products 15,347 20,784 19,982
20,092
Flight operations 3,897 5,588 5,905
Other 8,310 8,880 9,68111,507 12,207 14,468
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$ 887,756 $ 644,379 $ 651,075
$ 674,300
=================================================================================================================================================================================================================
Other
Seneca Flight Operations provides air charter service primarily to industries in
upstate New York.
Source and Availability of Raw MaterialMaterials
Food Processing
The Company's food processing plants are located in major vegetable producing
states and in one fruit producing states.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 Nestle, S. A. ("Nestle") 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. Nestle, one of the world's major food companies, is
successor-licensor. 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's 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 Nonfarm 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 2004, the royalty was $55,491.
Nestle 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
Food Processing
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 fiscal
year-end.
Backlog
Food Processing
In the food processing business, the end of year sales order backlog is not
considered meaningful. Traditionally, larger customers provide tentative
bookings for their expected purchases for the upcoming season. These bookings
are further developed as data on the expected size of the related national
harvests becomes available. In general, these bookings serve as a yardstick
rather than as a firm commitment, since actual harvest results can vary notably
from early estimates. In actual practice, the Company has substantially all of
its expected seasonal production identified to potential sales outlets before
the seasonal production is completed.
Competition and Customers
Food Processing
Competition in the food business is substantial with imaginative brand
registration 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(R), Blue Boy(R), Aunt Nellie's Farm Kitchen(R), Stokely(R), Read(R),
Festal(R), Diamond A(R), and Seneca(R). About 15%18% of the processed foods sales were
packed for institutional food distributors and 35% of processed foods44% were retail packed under the
private label of customers. The remaining 40%28% is sold under the Alliance
Agreement with GMOI (see note 13 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 were to enter
into a new substantial supply relationship with GMOI or another major vegetable
marketer. The customers represent a full cross section of the retail,
institutional, distributor, and industrial marketsmarkets; 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 20032004 Annual Report is
incorporated by reference.
Environmental Protection
Environmental protection is an area that has been worked on most diligently at
each food processing facility. In all locations, the Company has cooperated with
federal, state, and local environmental protection authorities in developing and
maintaining suitable antipollution facilities. In general, pollution control
facilities are equal to or somewhat superior to those of our competitors and are
within environmental protection standards. The Company does not expect any
material capital expenditures to comply with environmental regulations in the
near future. The Company is a potentially responsible party with respect to two
waste disposal sites owned and operated by others. The Company believes that any
reasonably anticipated liabilities will not exceed $137,000 in the aggregate.
Environmental Litigation
The Company was a defendant in a suit entitled State of Wisconsin vs. Seneca
Foods Corporation, et. al., commenced July 30, 2001, in the Rock County
(Wisconsin) Circuit Court. In the suit, the Wisconsin Department of Justice
sought civil penalties against the Company. The State alleged that the Company
stored and/or disposed of two different types of materials at a Wisconsin
facility in violation of applicable laws. The Company cooperated with Wisconsin
authorities to remove the materials and complete remediation activities, but
contested the State's efforts to recover a monetary penalty. The first subject
matter of the suit involved events which occurred approximately 19 years ago,
and there was no addition of materials in subsequent years. The second subject
matter of the suit involved two events between 1995 and 1999. All material at
issue in the action has been removed and properly disposed. During fiscal 2003,
the Company reachedagreed to a settlement amount with the Statepenalty of $242,000 which satisfied both issues.
Employment
Food processing - Full time 1,854
- Seasonal 364
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2,218
Other 81
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2,299
The Company has four3,277 employees of which 2,672 full time and 519 seasonal
employees work in food processing and 86 full time employees work in other
activities.
The Company has five collective bargaining agreements with three union locals
covering approximately 503600 of its full time employees. The terms of these
agreements result in wages and benefits, which are substantially the same for
comparable positions for the Company's non-union employees. Three collective
bargaining agreements expire in calendar 2005. The remainingOne agreement expires in calendar
2006. One agreement is currently under negotiation.
Foreign Operations
Export sales for the Company are a relatively small portion (about 3%8%) of the
food processing sales.
Item 2
Properties
The Company has sevenfive food processing, packaging, and warehousing facilities
located in New York State that provide approximately 1,448,0001,419,000 square feet of
food packaging, freezing and freezer storage, and warehouse storage space. These
facilities process and package vegetable products. The Company is a lessee under
a number of operating and capital leases for equipment and real property used
for processing and warehousing.
SixSeven facilities in Minnesota, twothree facilities in Washington, three facilities
in Idaho, one facility in Idaho,Oregon, one facility in Illinois, and fiveten facilities
in Wisconsin provide approximately 5,682,0007,531,329 square feet of food packaging,
freezing and freezer storage, and warehouse storage space. These facilities
process and package various vegetable and fruit products. TheMost of the facilities
are owned by the Company.
All of the properties are well maintained and equipped with modern machinery.
All locations, although highly utilized, have the ability to expand as sales
requirements justify. Because of the seasonal production cycles the exact extent
of utilization is difficult to measure. In certain circumstances, the
theoretical full efficiency levels are being reached; however, expansion of the
number of production days or hours could increase the output by up to 20% for a
season.
The Company's air charter division has a 42,000 square foot facility, which is
owned by the Company.
Certain of the Company's facilities are mortgaged to financial institutions to
secure long-term debt and capital lease obligations. See Notes 4 and 5 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
Various claims totaling approximately $3,211,000 have been 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). The Company has accrued its estimate for the expected settlement of
these claims. 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 the ordinary course of its business, the Company is made a party to certain
legal proceedings seeking monetary damages. The Company does not believe that an
adverse decision in any of these proceedings would have a material adverse
impact on its financial position, results of operations or cash flows. See
Environmental Litigation in Item 1 for further legal discussion.
Item 4
Submission of Matters to a Vote of Security Holders
No matters were submitted to 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 and 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
20032004 Annual Report, "Shareholder Information and Quarterly Results", which is
incorporated by reference.
Issuer Purchases of Equity Securities
- ------------------- ------------------------ ----------------------- ---------------------- ----------------------
Maximum Number (or
Total Number of Approximate Dollar
Shares Purchased as Value) or Shares
Part of Publicly that May Yet Be
Total Number of Shares Average Price Paid Announced Plans or Purchased Under the
Period Purchased (1) per Share Programs Plans or Programs
- ------------------- ------------------------ ----------------------- ---------------------- ----------------------
Class A Class B Class A Class B
Common Common Common Common
- ------------------- ------------ ----------- ----------- ----------- ---------------------- ----------------------
1/01/04 - 1/31/04 500 500 $20.14 $20.21 N/A N/A
- ------------------- ------------ ----------- ----------- ----------- ---------------------- ----------------------
- ------------------- ------------ ----------- ----------- ----------- ---------------------- ----------------------
2/01/04 - 2/29/04 29,000 - $21.10 - N/A N/A
- ------------------- ------------ ----------- ----------- ----------- ---------------------- ----------------------
- ------------------- ------------ ----------- ----------- ----------- ---------------------- ----------------------
3/01/04 - 3/31/04 - - - - N/A N/A
- ------------------- ------------ ----------- ----------- ----------- ---------------------- ----------------------
- ------------------- ------------ ----------- ----------- ----------- ---------------------- ----------------------
Total 29,500 500 $21.08 $20.21 N/A N/A
- ------------------- ------------ ----------- ----------- ----------- ---------------------- ----------------------
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(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 20032004 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 20032004 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 20032004 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 20032004 Annual Report, "Consolidated Financial
Statements and Notes thereto including Report of Independent Auditors' Report"Registered Public
Accounting Firm", which is incorporated by reference.
Item 9
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
Not applicable.
On October 10, 2003 the Company filed a current report on Form 8-K reporting a
change in its certifying accountant from Deloitte & Touche LLP to Ernst & Young
LLP.
Item 9A
Controls and Procedures
The Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's principal
executive officer and principal financial officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures
pursuant to Exchange Act Rule 13a-15(e). Based upon that evaluation, the
principal executive officer and principal financial officer concluded that the
Company's disclosure controls and procedures were effective as of the end of the
period covered by this report. There have been no significant changes in the
Company's internal control over financial reporting that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting during the Company's most recent fiscal
quarter.
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 Items 10 throughItem 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
ControlsPrincipal Accountant Fees and Procedures
(a) Evaluation of disclosure controls and procedures.
The Company maintains disclosure controls and procedures that are designed to
ensure that informationServices
Information required toby Item 14 will be disclosed in its periodic filingsfiled separately with the SEC is (a) accumulated and communicatedCommission,
pursuant to the Company's managementRegulation 14A, in a timely manner and (b) recorded, processed, summarized and reported withindefinitive proxy statement involving the
time periods specified in the SEC's rules and forms. Based on an evaluation
within 90 days prior to the filing dateelection of this report of the Company's
disclosure controls and procedures, the Company's chief executive officer and
chief financial officer concluded that the design and operation of these
controls and procedures are effective.
(b) Changes in internal controls.
The Company also maintains a system of internal accounting controls that are
designed to provide reasonable assurance that its books and records accurately
reflect its transactions and that its policies and procedures are followed.
There have been no significant changes in the Company's internal controls, or in
other factors that could significantly affect these controls, subsequent to the
date of the most recent evaluation of these controlsdirectors, which is incorporated herein by these officers.reference.
REPORT OF INDEPENDENT AUDITORS' REPORT
To theREGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders of
Seneca Foods Corporation
Marion, New York
We have audited the consolidated financial statements of Seneca Foods
Corporation and subsidiaries as of March 31, 2003 and 2002, and for each of the threetwo years
in the period ended March 31, 2003, and have issued our report thereon dated
May 21, 2003; such consolidated financial statements and report are included in
your 20032004 Annual Report to Shareholders and are incorporated herein by
reference. Our audits also included the consolidated financial statement
schedule of Seneca Foods Corporation, listed in Item 1615 (A)(2). for the years
ended March 31, 2003 and 2002. This consolidated financial statement schedule is
the responsibility of the Company's management. Our responsibility is to express
an opinion based on our audits. In our opinion, such consolidated financial
statement schedule, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein.
DELOITTE/s/Deloitte & TOUCHE LLP
/s/DELOITTE & TOUCHETouche LLP
Rochester, New York
May 21, 2003
PART IV
Item 1615
Exhibits, Financial Statement Schedules, and Reports on Form 8-K
A. Exhibits, Financial Statements, and Supplemental Schedules
1. Financial Statements - the following consolidated financial statements
of the Registrant, included in the Annual Report for the year ended
March 31, 2003,2004, are incorporated by reference in Item 8:
Consolidated Statements of Net Earnings - Years ended March 31, 2004,
2003 2002
and 20012002
Consolidated Balance Sheets - March 31, 20032004 and 20022003
Consolidated Statements of Cash Flows - Years ended March 31, 2004,
2003 2002
and 20012002
Consolidated Statements of Stockholders' Equity - Years ended March 31,
2004, 2003 2002 and 20012002
Notes to Consolidated Financial Statements - Years ended March 31,
2004, 2003 and 2002
and 2001Reports of Independent Auditors' Report
Pages
2. Supplemental Schedule:
Schedule II -- Valuation and Qualifying Accounts 9Registered Public Accounting Firms
Pages
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2. Supplemental Schedule:
Schedule II -- Valuation and Qualifying Accounts 11
Other schedules have not been filed because the conditions requiring the filing
do not exist or the required information is included in the consolidated
financial statements, including the notes thereto.
3. Exhibits:
No. 3 - Articles of Incorporation and By-Laws - Incorporated by reference
to the Company's Form 10-Q/A filed August, 1995; as amended by the amendments
filed with the Company's Form 10-K filed June 1996, as amended by the Company's
definitive proxy statement filed July, 1998; as amended by 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.
Filed herewith is an Indemnification Agreement dated January 31, 2002.
Incorporated by reference to the Company's 8-K dated June 10, 2003 for the
Purchase Agreement by and among Seneca Foods Corporation, Chiquita Brands
International, Inc. and Friday Holdings, L.C.C. dated as of March 6, 2003.
No. 13 - The material contained in the 2003 Annual Report to Shareholders
under the following headings: "Five Year Selected Financial Data", "Management's
Discussion and Analysis of Financial Condition and Results of Operations",
"Consolidated Financial Statements and Notes thereto including Independent
Auditors' Report", "Quantitative and Qualitative Disclosures about Market Risk",
and "Shareholder Information and Quarterly Results".
No. 21 - List of Subsidiaries 10
No. 23 - Consents of Experts and Counsel 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 2004 Annual Report to Shareholders under the following
headings: "Five Year Selected Financial Data", "Management's Discussion and Analysis
of Financial Condition and Results of Operations", "Consolidated Financial
Statements and Notes thereto including Independent Auditors' Report", "Quantitative
and Qualitative Disclosures about Market Risk", and "Shareholder Information and
Quarterly Results".
No. 21 - List of Subsidiaries (filed herewith)
No. 23.1 - Consent of Ernst & Young LLP
No. 23.2 - Consent of Deloitte & Touche LLP
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)
B. Reports on Form 8-K
AnA Form 8-K furnished February 4, 2004 related to a Quarterly Earnings Press
Release. A Form 8-K filed March 7, 200331, 2004 related to the signing of a Definitive Agreement
related to the Purchase of Assets.
Fleming Companies
Bankruptcy Proceeding and an Indemnification Claim.
Schedule II
VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
Balance at Charged/ Charged to Deductions Balance
Beginning (Credited) other from at end
of period to income accounts reserve of period
-----------------------------------------------------------------------------------------------------------------------------------
Year-ended March 31, 2004:
Allowance for doubtful accounts $ 761 $ 694 $ 355 (b) $ 155 (a) $ 945
=============================================================
Year-ended March 31, 2003:
Allowance for doubtful accounts $ 605 $ 390 $ --- $234-- $ 234 (a) $ 761
================================================================================================================================
Year-ended March 31, 2002:
Allowance for doubtful accounts $ 632 $ 190 $ -- $217$ 217 (a) $ 605
===================================================================
Year-ended March 31, 2001:
Allowance for doubtful accounts $ 469 $ 188 $ -- $ 25(a) $ 632
================================================================================================================================
(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.
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/By /s/Jeffrey L. Van Riper May 29, 2003
-----------------------27, 2004
-------------------------- ------------
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 May 29 , 2003
- --------------------
Arthur S. Wolcott
/s/Kraig H. Kayser President, Chief Executive May 29, 2003
- ------------------
Kraig H. Kayser Officer, and Director
/s/Philip G. Paras Chief Financial Officer May 29, 2003
- ------------------
Philip G. Paras
/s/Jeffrey L. Van Riper Controller and Secretary May 29, 2003
- -----------------------
Jeffrey L. Van Riper (Principal Accounting Officer)
/s/Arthur H. Baer Director May 29, 2003
- -----------------
Arthur H. Baer
/s/Andrew M. Boas Director May 29, 2003
- -----------------
Andrew M. Boas
/s/Robert T. Brady Director May 29, 2003
- ------------------
Robert T. Brady
Continued
Signature Title Date
/s/Douglas F. Brush Director May 29, 2003
- -------------------
Douglas F. Brush
/s/Edward O. Gaylord Director May 29, 2003
- --------------------
Edward O. Gaylord
/s/G. Brymer Humphreys Director May 29, 2003
- ----------------------
G. Brymer Humphreys
/s/Susan W. Stuart Director May 29, 2003
Signature Title Date
--------- ----- ----
/s/Arthur S. Wolcott Chairman and Director May 27, 2004
- --------------------
Arthur S. Wolcott
/s/Kraig H. Kayser President, Chief Executive Officer, May 27, 2004
- ------------------ and Director
Kraig H. Kayser
/s/Philip G. Paras Chief Financial Officer May 27, 2004
- ------------------
Philip G. Paras
/s/Jeffrey L. Van Riper Controller and Secretary May 27, 2004
- ----------------------- (Principal Accounting Officer)
Jeffrey L. Van Riper
/s/Arthur H. Baer Director May 27, 2004
- -----------------
Arthur H. Baer
/s/Andrew M. Boas Director May 27, 2004
- -----------------
Andrew M. Boas
/s/Robert T. Brady Director May 27, 2004
- ------------------
Robert T. Brady
/s/Douglas F. Brush Director May 27, 2004
- -------------------
Douglas F. Brush
/s/G. Brymer Humphreys Director May 27, 2004
- ----------------------
G. Brymer Humphreys
/s/Susan W. Stuart Director May 27, 2004
- ------------------
Susan W. Stuart
CERTIFICATIONS
I, Kraig H. Kayser, certify that:
1. I have reviewed the annual report on Form 10-K of Seneca Foods
Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Dated: May 29, 2003
By: /s/Kraig H. Kayser
- -------------------------------------
Kraig H. Kayser
President and Chief Executive Officer
I, Philip G. Paras, certify that:
1. I have reviewed this annual report on Form 10-K of Seneca Foods
Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Dated: May 29, 2003
By: /s/Philip G. Paras
- ----------------------------------------
Philip G. Paras, Chief Financial Officer