For the Quarter Ended June 29, 2013
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Commission File Number 0-01989
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New York
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16-0733425
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(State or other jurisdiction of
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(I. R. S. Employer
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incorporation or organization)
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Identification No.)
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3736 South Main Street, Marion, New York
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14505
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(Address of principal executive offices)
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(Zip Code)
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Class
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Shares Outstanding at July 23, 2013
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Common Stock Class A, $.25 Par
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8,724,175
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Common Stock Class B, $.25 Par
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2,028,800
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Seneca Foods Corporation
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|||||
Quarterly Report on Form 10-Q
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|||||
Table of Contents
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|||||
Page
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|||||
PART 1
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FINANCIAL INFORMATION
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||||
Item 1
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Financial Statements:
|
||||
1 | |||||
June 29, 2013 and June 30, 2012
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2 | ||||
June 29, 2013 and June 30, 2012
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2 | ||||
June 29, 2013 and June 30, 2012
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3 | ||||
June 29, 2013
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4 | ||||
5 | |||||
Item 2
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|||||
and Results of Operations
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10 | ||||
Item 3
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16 | ||||
Item 4
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17 | ||||
PART II
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OTHER INFORMATION
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||||
Item 1
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18 | ||||
Item 1A
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18 | ||||
Item 2
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18 | ||||
Item 3
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18 | ||||
Item 4
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18 | ||||
Item 5
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18 | ||||
Item 6
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18 | ||||
20 |
SENECA FOODS CORPORATION AND SUBSIDIARIES
|
||||||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS
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||||||||||||
(In Thousands, Except Per Share Data)
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||||||||||||
Unaudited
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Unaudited
|
|||||||||||
June 29,
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June 30,
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March 31,
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||||||||||
2013
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2012
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2013
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||||||||||
ASSETS
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||||||||||||
Current Assets:
|
||||||||||||
Cash and Cash Equivalents
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$ | 6,069 | $ | 12,174 | $ | 14,104 | ||||||
Accounts Receivable, Net
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53,272 | 55,909 | 82,933 | |||||||||
Inventories
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||||||||||||
Finished Goods
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319,061 | 305,856 | 351,231 | |||||||||
Work in Process
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5,509 | 7,556 | 10,032 | |||||||||
Raw Materials and Supplies
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160,124 | 144,956 | 118,467 | |||||||||
Total Inventories
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484,694 | 458,368 | 479,730 | |||||||||
Deferred Income Tax Asset, Net
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9,534 | 8,606 | 9,400 | |||||||||
Other Current Assets
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32,442 | 5,238 | 25,299 | |||||||||
Total Current Assets
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586,011 | 540,295 | 611,466 | |||||||||
Property, Plant and Equipment, Net
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186,878 | 196,767 | 188,407 | |||||||||
Deferred Income Tax Asset, Net
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2,771 | 34 | 2,097 | |||||||||
Other Assets
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1,090 | 1,463 | 1,179 | |||||||||
Total Assets
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$ | 776,750 | $ | 738,559 | $ | 803,149 | ||||||
LIABILITIES AND STOCKHOLDERS' EQUITY
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||||||||||||
Current Liabilities:
|
||||||||||||
Accounts Payable
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$ | 90,074 | $ | 103,559 | $ | 72,128 | ||||||
Accrued Payroll
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5,729 | 6,617 | 7,537 | |||||||||
Accrued Vacation
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10,968 | 10,597 | 10,877 | |||||||||
Other Accrued Expenses
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25,297 | 23,604 | 29,755 | |||||||||
Income Taxes Payable
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1,988 | 3,529 | 4,100 | |||||||||
Current Portion of Long-Term Debt
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38,808 | 7,479 | 40,170 | |||||||||
Total Current Liabilities
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172,864 | 155,385 | 164,567 | |||||||||
Long-Term Debt, Less Current Portion
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192,518 | 180,804 | 230,016 | |||||||||
Other Long-Term Liabilities
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43,110 | 39,937 | 41,400 | |||||||||
Total Liabilities
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408,492 | 376,126 | 435,983 | |||||||||
Commitments
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||||||||||||
Stockholders' Equity:
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||||||||||||
Preferred Stock
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5,422 | 6,268 | 5,422 | |||||||||
Common Stock, $.25 Par Value Per Share
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2,955 | 2,941 | 2,955 | |||||||||
Additional Paid-in Capital
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93,097 | 92,187 | 93,069 | |||||||||
Treasury Stock, at cost
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(31,475 | ) | (1,880 | ) | (31,204 | ) | ||||||
Accumulated Other Comprehensive Loss
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(22,548 | ) | (23,344 | ) | (22,548 | ) | ||||||
Retained Earnings
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320,807 | 286,261 | 319,472 | |||||||||
Total Stockholders' Equity
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368,258 | 362,433 | 367,166 | |||||||||
Total Liabilities and Stockholders’ Equity
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$ | 776,750 | $ | 738,559 | $ | 803,149 | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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SENECA FOODS CORPORATION AND SUBSIDIARIES
|
||||||||
CONDENSED CONSOLIDATED STATEMENTS OF NET EARNINGS
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||||||||
(Unaudited)
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||||||||
(In Thousands, Except Per Share Data)
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||||||||
Three Months Ended
|
||||||||
June 29,
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June 30,
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|||||||
2013
|
2012
|
|||||||
Net Sales
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$ | 232,127 | $ | 231,051 | ||||
Costs and Expenses:
|
||||||||
Cost of Product Sold
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212,447 | 201,976 | ||||||
Selling and Administrative
|
15,919 | 14,828 | ||||||
Plant Restructuring
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154 | - | ||||||
Other Operating Income
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(181 | ) | (18 | ) | ||||
Total Costs and Expenses
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228,339 | 216,786 | ||||||
Operating Income
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3,788 | 14,265 | ||||||
Interest Expense, Net
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1,827 | 1,478 | ||||||
Earnings Before Income Taxes
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1,961 | 12,787 | ||||||
Income Taxes Expense
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614 | 4,596 | ||||||
Net Earnings
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$ | 1,347 | $ | 8,191 | ||||
Earnings Applicable to Common Stock
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$ | 1,298 | $ | 7,907 | ||||
Basic Earnings per Common Share
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$ | 0.12 | $ | 0.68 | ||||
Diluted Earnings per Common Share
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$ | 0.12 | $ | 0.67 | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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SENECA FOODS CORPORATION AND SUBSIDIARIES
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||||||||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
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||||||||
(Unaudited)
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||||||||
(In Thousands)
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||||||||
Three Months Ended
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||||||||
June 29,
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June 30,
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|||||||
2013
|
2012
|
|||||||
Comprehensive income:
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||||||||
Net earnings
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$ | 1,347 | $ | 8,191 | ||||
Change in pension and post retirement benefits (net of tax)
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- | (25 | ) | |||||
Total
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$ | 1,347 | $ | 8,166 | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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SENECA FOODS CORPORATION AND SUBSIDIARIES
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||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
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||||||||
(Unaudited)
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||||||||
(In Thousands)
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||||||||
Three Months Ended
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||||||||
June 29, 2013
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June 30, 2012
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|||||||
Cash Flows from Operating Activities:
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||||||||
Net Earnings
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$ | 1,347 | $ | 8,191 | ||||
Adjustments to Reconcile Net Earnings to
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||||||||
Net Cash Provided by Operations:
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||||||||
Depreciation & Amortization
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5,861 | 5,689 | ||||||
Gain on the Sale of Assets
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(743 | ) | (18 | ) | ||||
Impairment Provision
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154 | - | ||||||
Deferred Income Tax Expense
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(808 | ) | 416 | |||||
Changes in Operating Assets and Liabilities:
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||||||||
Accounts Receivable
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29,661 | 21,196 | ||||||
Inventories
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(5,118 | ) | (25,935 | ) | ||||
Other Current Assets
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(7,143 | ) | 101 | |||||
Income Taxes
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(2,112 | ) | 3,845 | |||||
Accounts Payable, Accrued Expenses
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||||||||
and Other Liabilities
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13,434 | 35,095 | ||||||
Net Cash Provided by Operations
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34,533 | 48,580 | ||||||
Cash Flows from Investing Activities:
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||||||||
Additions to Property, Plant and Equipment
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(4,288 | ) | (9,530 | ) | ||||
Payment of Loan Receivable
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- | 10,000 | ||||||
Proceeds from the Sale of Assets
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795 | 18 | ||||||
Net Cash (Used in) Provided by Investing Activities
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(3,493 | ) | 488 | |||||
Cash Flow from Financing Activities:
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||||||||
Long-Term Borrowing
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77,998 | 30,680 | ||||||
Payments on Long-Term Debt
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(116,858 | ) | (76,606 | ) | ||||
Other
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68 | 69 | ||||||
Purchase of Treasury Stock
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(271 | ) | (445 | ) | ||||
Dividends
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(12 | ) | (12 | ) | ||||
Net Cash Used in Financing Activities
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(39,075 | ) | (46,314 | ) | ||||
Net (Decrease) Increase in Cash and Cash Equivalents
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(8,035 | ) | 2,754 | |||||
Cash and Cash Equivalents, Beginning of the Period
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14,104 | 9,420 | ||||||
Cash and Cash Equivalents, End of the Period
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$ | 6,069 | $ | 12,174 | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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SENECA FOODS CORPORATION AND SUBSIDIARIES
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||||||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENT STOCKHOLDERS' EQUITY
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||||||||||||||||||||||||
(Unaudited)
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||||||||||||||||||||||||
(In Thousands)
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||||||||||||||||||||||||
Additional
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Accumulated Other
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|||||||||||||||||||||||
Preferred
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Common
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Paid-In
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Treasury
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Comprehensive
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Retained
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|||||||||||||||||||
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Stock
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Stock
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Capital
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Stock
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Loss
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Earnings
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||||||||||||||||||
Balance March 31, 2013
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$ | 5,422 | $ | 2,955 | $ | 93,069 | $ | (31,204 | ) | $ | (22,548 | ) | $ | 319,472 | ||||||||||
Net earnings
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- | - | - | - | - | 1,347 | ||||||||||||||||||
Cash dividends
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||||||||||||||||||||||||
on preferred stock
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- | - | - | - | - | (12 | ) | |||||||||||||||||
Equity incentive program
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- | - | 25 | - | - | - | ||||||||||||||||||
Stock issued for profit sharing plan
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- | - | 3 | - | - | - | ||||||||||||||||||
Purchase treasury stock
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- | - | - | (271 | ) | - | - | |||||||||||||||||
Balance June 29, 2013
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$ | 5,422 | $ | 2,955 | $ | 93,097 | $ | (31,475 | ) | $ | (22,548 | ) | $ | 320,807 | ||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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1.
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Unaudited Condensed Consolidated Financial Statements
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In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, which are normal and recurring in nature, necessary to present fairly the financial position of Seneca Foods Corporation (the “Company”) as of June 29, 2013 and results of its operations and its cash flows for the interim periods presented. All significant intercompany transactions and accounts have been eliminated in consolidation. The March 31, 2013 balance sheet was derived from the audited consolidated financial statements.
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The results of operations for the period ended June 29, 2013 are not necessarily indicative of the results to be expected for the full year.
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During the three months ended June 29, 2013, the Company sold $5,408,000 of Green Giant finished goods inventory to General Mills Operations, LLC (“GMOL”) for cash, on a bill and hold basis, as compared to $2,599,000 for the three months ended June 30, 2012. Under the terms of the bill and hold agreement, title to the specified inventory transferred to GMOL. The Company believes it has met the criteria required for bill and hold treatment.
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The accounting policies followed by the Company are set forth in Note 1 to the Company's Consolidated Financial Statements in the Company’s 2013 Annual Report on Form 10-K.
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Other footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes included in the Company's 2013 Annual Report on Form 10-K.
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All references to years are fiscal years ended or ending March 31 unless otherwise indicated. Certain percentage tables may not foot due to rounding.
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2.
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On January 15, 2013, the Company completed its acquisition of 100% of the membership interest in Independent Foods, LLC ("Sunnyside"). The business, based in Sunnyside, Washington, is a processor of canned pears, apples and cherries in the United States. The rationale for the acquisition was twofold: (1) the business is a complementary fit with the Company's existing business and (2) it provides an extension of the Company's product offerings. The purchase price totalled $5,017,000 plus the assumption of certain liabilities. In conjunction with the closing, the Company paid $19,517,000 of liabilities acquired. This acquisition was financed with proceeds from the Company's revolving credit facility. The purchase price to acquire Sunnyside was allocated based on the internally developed fair value of the assets acquired and liabilities assumed and the independent valuation of property, plant, and equipment. The purchase price of $5,017,000 has been allocated as follows (in millions):
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Purchase Price (net of cash received)
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$ | 5.0 | ||
Allocated as follows:
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||||
Current assets
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$ | 32.2 | ||
Property, plant and equipment
|
7.4 | |||
Bargain purchase gain
|
(1.4 | ) | ||
Current liabilities
|
(33.2 | ) | ||
Total
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$ | 5.0 |
3.
|
First-In, First-Out (“FIFO”) based inventory costs exceeded Last-In, First-Out (LIFO) based inventory costs by $138,812,000 as of the end of the first quarter of fiscal 2014 as compared to $138,489,000 as of the end of the first quarter of fiscal 2013. The LIFO Reserve increased by $5,798,000 in the first three months of fiscal 2014 compared to $1,262,000 in the first three months of fiscal 2013. This reflects the projected impact of increased inflationary cost increases expected in fiscal 2014 versus fiscal 2013.
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4.
|
The Company completed the closing of a new five year revolving credit facility (“Revolver”) on July 20, 2011. Maximum borrowings under the Revolver total $300,000,000 from April through July and $400,000,000 from August through March. The Revolver balance as of June 29, 2013 was $151,026,000 and is included in Long-Term Debt in the accompanying Condensed Consolidated Balance Sheet due to its five year term. The Company utilizes its Revolver for general corporate purposes, including seasonal working capital needs, to pay debt principal and interest obligations, and to fund capital expenditures and acquisitions. Seasonal working capital needs are affected by the growing cycles of the vegetables and fruits the Company processes. The majority of vegetable and fruit inventories are produced during the months of June through November and are then sold over the following year. Payment terms for vegetable and fruit produce are generally three months but can vary from a few days to seven months. Accordingly, the Company’s need to draw on the Revolver may fluctuate significantly throughout the year.
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First Quarter
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||||||||
2014
|
2013
|
|||||||
(In thousands)
|
||||||||
Reported end of period:
|
||||||||
Outstanding borrowings
|
$ | 151,026 | $ | 100,000 | ||||
Weighted average interest rate
|
1.74 | % | 1.49 | % | ||||
Reported during the period:
|
||||||||
Maximum amount of borrowings
|
$ | 188,000 | $ | 144,328 | ||||
Average outstanding borrowings
|
$ | 157,099 | $ | 111,481 | ||||
Weighted average interest rate
|
1.71 | % | 1.58 | % |
5.
|
During the three-month period ended June 29, 2013, the Company repurchased 8,200 shares or $271,000 of its Class A Common Stock as Treasury Stock. As of June 29, 2013, there are 1,069,814 shares or $31,475,000 of repurchased stock. These shares are not considered outstanding. During the three month period ended June 29, 2013, there were 108 shares, or $4,000 of Class B Common Stock issued in lieu of cash compensation under the Company’s Profit Sharing Bonus Plan.
|
6.
|
The net periodic benefit cost for the Company’s pension plan consisted of:
|
Three Months Ended
|
||||||||
June 29,
|
June 30,
|
|||||||
(In thousands)
|
2013
|
2012
|
||||||
Service Cost
|
$ | 1,863 | $ | 2,221 | ||||
Interest Cost
|
1,890 | 1,764 | ||||||
Expected Return on Plan Assets
|
(2,373 | ) | (2,291 | ) | ||||
Amortization of Actuarial Loss
|
584 | 338 | ||||||
Amortization of Transition Asset
|
- | (57 | ) | |||||
Net Periodic Benefit Cost
|
$ | 1,964 | $ | 1,975 |
7.
|
The following table summarizes the restructuring charges recorded and the accruals established:
|
Long-Lived
|
||||||||||||||||
Severance
|
Asset Charges
|
Other Costs
|
Total
|
|||||||||||||
(In thousands)
|
||||||||||||||||
Balance March 31, 2013
|
20 | 1,174 | 307 | 1,501 | ||||||||||||
First Quarter Charge
|
- | - | 154 | 154 | ||||||||||||
Cash payments/write offs
|
(3 | ) | - | (258 | ) | (261 | ) | |||||||||
Balance June 29, 2013
|
$ | 17 | $ | 1,174 | $ | 203 | $ | 1,394 |
|
During the third quarter of fiscal 2013, the Company implemented a product rationalization program and recorded a restructuring charge of $2,510,000 for related equipment costs, lease impairment costs (net of realizable value), and certain inventory costs. During the first quarter of fiscal 2014, the Company recorded an additional restructuring charge of $154,000 related to this matter.
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8.
|
During the three months ended June 29, 2013, the Company sold unused fixed assets which resulted in a gain of $743,000 as compared to a gain of $18,000 during the three months ended June 30, 2012. In addition, during the three months ended June 29, 2013, the gain on the Sunnyside acquisition was reduced by $571,000. These net gains are included in other operating income in the Unaudited Condensed Consolidated Statements of Net Earnings.
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9.
|
Recently Issued and Adopted Accounting Standards - There were no recently issued accounting pronouncements that impacted the Company’s condensed consolidated financial statements. In addition, the Company did not adopt any new accounting pronouncements during the quarter ended June 29, 2013.
|
|
10.
|
Earnings per share for the Quarters Ended June 29, 2013 and June 30, 2012 are as follows:
|
F I R S T Q U A R T E R
|
||||||||
Fiscal
|
Fiscal
|
|||||||
(Thousands except per share amounts)
|
2014
|
2013
|
||||||
Basic
|
||||||||
Net Earnings
|
$ | 1,347 | $ | 8,191 | ||||
Deduct preferred stock dividends paid
|
6 | 6 | ||||||
Undistributed earnings
|
1,341 | 8,185 | ||||||
Earnings attributable to participating preferred
|
43 | 278 | ||||||
Earnings attributable to common shareholders
|
$ | 1,298 | $ | 7,907 | ||||
Weighted average common shares outstanding
|
10,753 | 11,687 | ||||||
Basic earnings per common share
|
$ | 0.12 | $ | 0.68 | ||||
Diluted
|
||||||||
Earnings attributable to common shareholders
|
$ | 1,298 | $ | 7,907 | ||||
Add dividends on convertible preferred stock
|
6 | 5 | ||||||
Earnings attributable to common stock on a diluted basis
|
$ | 1,304 | $ | 7,912 | ||||
Weighted average common shares outstanding-basic
|
10,753 | 11,687 | ||||||
Additional shares issued related to the equity compensation plan
|
5 | 5 | ||||||
Additional shares to be issued under full conversion of preferred stock
|
67 | 67 | ||||||
Total shares for diluted
|
10,825 | 11,759 | ||||||
Diluted earnings per common share
|
$ | 0.12 | $ | 0.67 |
11.
|
As required by Accounting Standards Codification ("ASC") 825, “Financial Instruments,” the Company estimates the fair values of financial instruments on a quarterly basis. The estimated fair value for long-term debt (classified as Level 2 in the fair value hierarchy) is determined by the quoted market prices for similar debt (comparable to the Company’s financial strength) or current rates offered to the Company for debt with the same maturities. Long-term debt, including current portion had a carrying amount of $231,326,000 and an estimated fair value of $233,287,000 as of June 29, 2013. As of March 31, 2013, the carrying amount was $270,186,000 and the estimated fair value was $273,567,000. The fair values of all the other financial instruments approximate their carrying value due to their short-term nature.
|
12.
|
In June 2010, the Company received a Notice of Violation of the California Safe Drinking Water and Toxic Enforcement Act of 1986, commonly known as Proposition 65, from the Environmental Law Foundation ("ELF"). This notice was made to the California Attorney General and various other government officials, and to 49 companies including Seneca Foods Corporation whom ELF alleges manufactured, distributed or sold packaged peaches, pears, fruit cocktail and fruit juice that contain lead without providing a clear and reasonable warning to consumers. Under California law, proper notice must be made to the State and involved firms at least 60 days before any suit under Proposition 65 may be filed by private litigants like ELF. That 60-day period has expired and to date neither the California Attorney General nor any appropriate district attorney or city attorney has initiated an action against the Company. However, private litigant ELF filed an action against the Company and 27 other named companies on September 28, 2011, in Superior Court of Alameda County, California, alleging violations of Proposition 65 and seeking various measures of relief, including injunctive and declaratory relief and civil penalties. The Company, along with the other named companies, is vigorously defending itself from such claim. A responsive answer was filed, the discovery process was completed and a trial on liability was held beginning in April of 2013 in accordance with court schedules. The trial was completed on May 16, 2013 and, on July 15, 2013 the judge issued a tentative and proposed statement of decision agreeing with the Company, and the other defendants, that the “safe harbor” defense had been met under the regulations relating to Proposition 65 and the Company will not be required to place a Proposition 65 warning label on the products at issue in the case. Upon being made final, the decision is subject to appeal by ELF, and we are unable to determine the scope or the likelihood of success of any appeal, if any. With the successful defense of the case, the remedies portion of the case was not litigated. So far, our portion of legal fees in defense of this action have been sizable, as would be expected with litigation resulting in trial, and potential appeal, but have not had a material adverse impact on the Company’s financial position, results of operations, or cash flows. Additionally, in the ordinary course of its business, the Company is made party to certain legal proceedings seeking monetary damages, including proceedings invoking product liability claims, either directly or through indemnification obligations, and we are not able to predict the probability of the outcome or estimate of loss, if any, related to any such matter.
|
Three Months Ended
|
||||||||
June 29,
|
June 30,
|
|||||||
(In millions)
|
2013
|
2012
|
||||||
Canned Vegetables
|
$ | 142.5 | $ | 150.7 | ||||
GMOL*
|
9.2 | 6.0 | ||||||
Frozen
|
24.6 | 20.7 | ||||||
Fruit Products
|
48.9 | 45.9 | ||||||
Snack
|
2.5 | 2.9 | ||||||
Other
|
4.4 | 4.9 | ||||||
$ | 232.1 | $ | 231.1 | |||||
*GMOL includes frozen vegetable sales exclusively for GMOL.
|
Three Months Ended
|
||||||||
June 29,
|
June 30,
|
|||||||
2013
|
2012
|
|||||||
Gross Margin
|
8.5 | % | 12.6 | % | ||||
Selling
|
3.6 | % | 3.3 | % | ||||
Administrative
|
3.2 | % | 3.1 | % | ||||
Plant Restructuring
|
0.1 | % | - | % | ||||
Other Operating Income
|
(0.1 | ) % | - | % | ||||
Operating Income
|
1.7 | % | 6.2 | % | ||||
Interest Expense, Net
|
0.8 | % | 0.6 | % | ||||
June 29,
|
June 30,
|
March 31,
|
March 31,
|
|||||||||||||
(In thousands except ratios)
|
2013
|
2012
|
2013
|
2012
|
||||||||||||
Working capital:
|
||||||||||||||||
Balance
|
$ | 413,147 | $ | 384,910 | $ | 446,899 | $ | 425,082 | ||||||||
Change during quarter
|
(33,752 | ) | (40,172 | ) | ||||||||||||
Long-term debt, less current portion
|
192,518 | 180,804 | 226,873 | 226,873 | ||||||||||||
Total stockholders' equity per equivalent
|
||||||||||||||||
common share (see Note)
|
32.95 | 29.81 | 29.14 | 29.15 | ||||||||||||
Stockholders' equity per common share
|
33.74 | 30.49 | 29.81 | 29.81 | ||||||||||||
Current ratio
|
3.39 | 3.48 | 3.72 | 4.60 |
·
|
general economic and business conditions;
|
·
|
cost and availability of commodities and other raw materials such as vegetables, steel and packaging materials;
|
·
|
transportation costs;
|
·
|
climate and weather affecting growing conditions and crop yields;
|
·
|
the availability of financing;
|
·
|
leverage and the Company’s ability to service and reduce its debt;
|
·
|
foreign currency exchange and interest rate fluctuations;
|
·
|
effectiveness of the Company’s marketing and trade promotion programs;
|
·
|
changing consumer preferences;
|
·
|
competition;
|
·
|
product liability claims;
|
·
|
the loss of significant customers or a substantial reduction in orders from these customers;
|
·
|
changes in, or the failure or inability to comply with, U.S., foreign and local governmental regulations, including environmental and health and safety regulations; and
|
·
|
other risks detailed from time to time in the reports filed by the Company with the SEC.
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Total Number of
|
Average Price Paid
|
Total Number
|
Maximum Number
|
||||||||||||||||||
Shares Purchased (1)
|
per Share
|
of Shares
|
(or Approximate
|
||||||||||||||||||
Purchased as
|
Dollar Value) or
|
||||||||||||||||||||
Part of Publicly
|
Shares that May
|
||||||||||||||||||||
Announced
|
Yet Be Purchased
|
||||||||||||||||||||
Class A
|
Class B
|
Class A
|
Class B
|
Plans or
|
Under the Plans or
|
||||||||||||||||
Period
|
Common
|
Common
|
Common
|
Common
|
Programs
|
Programs
|
|||||||||||||||
4/01/13 –
|
8,200 | - | $ | 33.10 | $ | - | - | ||||||||||||||
4/30/13
|
|||||||||||||||||||||
5/01/13 –
|
- | - | $ | - | $ | - | - | ||||||||||||||
5/31/13
|
|||||||||||||||||||||
6/01/13 –
|
- | - | $ | - | $ | - | - | ||||||||||||||
6/30/13
|
|||||||||||||||||||||
Total
|
8,200 | - | $ | 33.10 | $ | - | - |
346,121
|
31.1
|
Certification of Kraig H. Kayser pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|
31.2
|
Certification of Timothy J. Benjamin pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|
32
|
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|
101
|
The following materials from Seneca Foods Corporation’s Quarterly Report on Form 10-Q for the quarter ended December 29, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) consolidated balance sheets, (ii) consolidated statements of net earnings, (iii) condensed consolidated statements of comprehensive income, (iv) consolidated statements of cash flows, (v) consolidated statement of stockholders’ equity and (vi) the notes to the consolidated financial statements.**
|