SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Transition Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the transition period from August 1, 1994
to March 31, 1995 Commission File Number 0-1989
SENECA FOODS CORPORATION
(Exact name of registrant as specified in its charter)
New York 16-0733425
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1162 Pittsford-Victor Road, Pittsford, New York 14534
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (716) 385-9500
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, $.25 Par
(Title of Class)
Check mark indicates whether registrant 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
----- -----
The aggregate market value of the Registrant's voting securities held by
non-affiliates based on the closing sales price per market reports by the NASDAQ
National Market System on May 1, 1995 was approximately $95,083,000.
Common shares outstanding as of May 1, 1995 were 2,796,555.
Documents Incorporated by Reference:
(1) Proxy Statement to be issued prior to June 30, 1995 in connection with the
registrant's annual meeting of stockholders (the "Proxy Statement")
applicable to Part III, Items 10-13 of Form 10-K.
(2) Portions of the Annual Report to shareholders for the transition period
ended March 31, 1995 (the "1995 Annual Report") applicable to Part II,
Items 5-8 and Part IV, Item 14 of Form 10-K.
<PAGE>
TABLE OF CONTENTS
FORM 10-K ANNUAL REPORT - FISCAL 1995
SENECA FOODS CORPORATION
PART I. Page
Item 1. Business 1-3
Item 2. Properties 3
Item 3. Legal Proceedings 4
Item 4. Submission of Matters to a Vote of Equity Security Holders 4
PART II.
Item 5. Market for the Registrant's Common Stock and Related
Security Holder Matters 4
Item 6. Selected Financial Data 4
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 4
Item 8. Financial Statements and Supplementary Data 4
Item 9. Changes in and Disagreements on Accounting and Financial
Disclosure 4
PART III.
Item 10. Directors and Executive Officers of the Registrant 6
Item 11. Executive Compensation 6
Item 12. Security Ownership of Certain Beneficial Owners and
Management 6
Item 13. Certain Relationships and Related Transactions 6
PART IV.
Item 14. Exhibits, Financial Statements Schedules and Reports on
Form 8-K 6-9
SIGNATURES 10-11
<PAGE>
PART I
Item 1
Business
General Development of Business
SENECA FOODS CORPORATION (herein referred to as the "Company") was organized in
1949 and incorporated under the laws of the State of New York. Seneca Foods
Corporation purchased six Green Giant(R) vegetable plants from The Pillsbury
Company effective February 1, 1995, resulting in vegetable products becoming
nearly 80% of Seneca's overall business. Consequently, Seneca has changed its
fiscal year end from July 31 to March 31 to avoid overlapping pack seasons
between fiscal years. Therefore, Fiscal 1995 was an eight-month transition
period.
Financial Information About Industry Segments
The Company's business activities are conducted in food and non-food segments.
The food segment is food processing. The non-food segment is an air charter
service. The air charter service represents about 1% of the Company's business
and therefore the financial information related to segments is not material.
Narrative Description of Business
Principal Products and Markets
Food Processing
The principal products of this segment include grape products, apple products,
and vegetables. The products are canned, bottled, and frozen and are sold to
retail and institutional markets. The Company has divided the United States into
four major marketing sections: Eastern, Southern, Northwestern, and
Southwestern. Plant locations in New York, North Carolina, and Washington
provide ready access to the domestic sources of grapes and apples necessary to
support marketing efforts in their respective sections of the country. Vegetable
operations are primarily supported by plant locations in New York, Wisconsin,
Washington, Idaho, and Minnesota. In addition, the Company operates a mushroom
canning facility in Pennsylvania.
The following summarizes net sales by major category for the four years ended
March 31, 1995, July 31, 1994, 1993, and 1992.
<TABLE>
<CAPTION>
(Eight Months)
1995 1994 1993 1992
---- ---- ---- ----
(In thousands)
<S> <C> <C> <C> <C>
Vegetable $ 117,504 $ 145,010 $ 132,459 $ 151,169
Apple 62,688 78,453 71,748 78,361
Grape 10,325 17,457 19,058 19,457
Other 40,809 45,334 30,205 26,844
------ ------ ------ ------
Total $ 231,236 $ 286,254 $ 253,470 $ 275,831
======= = ======= = ======= = =======
</TABLE>
Other
Seneca Flight Operations provides air charter service primarily to industries in
upstate New York.
<PAGE>
Source and Availability of Raw Material
Food Processing
The Company's food processing plants are located in major vegetable, grape, and
apple producing states. Fruits and vegetables are primarily obtained through
contracts with growers. Apple concentrate is purchased domestically and abroad
to supplement raw fruit purchased under contract. The Company believes its
sources of supply are considered equal or superior to its competition for all of
its food products.
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. The
supply of commodities, current pricing, and expected new crop quantity and
quality affect the timing of the Company's sales and earnings. An Off Season
Allowance is established during the year to minimize the effect of seasonal
production on earnings. This 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, quality service, and pricing being the major determinants in the
Company's relative market position. Except for the Seneca apple and grape
products and Libby's vegetable products data mentioned below, no reliable
statistics are available to establish the exact market position of the Company's
own food products. During the past year approximately 47% of the Company's
processed foods were packed for retail customers under the Company branded
labels of Libby's(R), Nature's Favorite(R), TreeSweet(R), and Seneca(R). About
15% of the processed foods were packed for institutional food distributors and
the remaining 38% of processed foods were retail packed under the private label
of customers. The 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. In 1996 and in the future,
The Pillsbury Company will represent our largest customer as a result of the
20-year supply agreement entered into during 1995.
The principal branded products are Seneca Frozen Apple Juice Concentrate, rated
the number one seller nationally, Seneca Frozen Natural Grape Juice Concentrate,
Seneca applesauce, and Libby's canned vegetable products which rate among the
top five national brands. The information under the heading Liquidity and
Capital Resources in Management's Discussion and Analysis of Financial Condition
and Results of Operations in the 1995 Annual Report is incorporated by
reference.
<PAGE>
Environmental Protection
Environmental protection is an area that the Company has worked on 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, the Company believes
its pollution control facilities are equal to or superior to those of its
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.
Employment
Food processing - Full time 1,909
- Seasonal 553
-----
2,462
Other 124
-----
2,586
Foreign Operations
Export sales for the Company are a relatively small portion (less than 3%) of
the food processing sales.
Item 2
Properties
The Company has nine food processing, packaging, and warehousing facilities
located in New York State that provide approximately 1,507,000 square feet of
food packaging, freezing and freezer storage, and warehouse storage space. These
facilities process and package fruit and 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.
Five other processing, packaging, and warehousing facilities are located in the
states of North Carolina (223,000 square feet), Pennsylvania (39,000 square
feet), and in Washington (three locations totaling 292,000 square feet).
Processing operations in North Carolina are primarily devoted to apple juice
products; in Washington, grape juice, apple juice, fruit chips, and sauce; and
in Pennsylvania, mushroom canning and warehousing.
Four facilities in Minnesota, one facility in Michigan, one facility in
Washington, one facility in Idaho, and seven facilities in Wisconsin provide
approximately 4,364,000 square feet of food packaging, freezing and freezer
storage, and warehouse storage space. These facilities process and package
various vegetable and fruit products. The facilities are owned by the Company.
The Company owns three food distribution facilities in Massachusetts and New
York totaling approximately 400,000 square feet which are leased out to another
company through 1995-97. Sublease income of $1,333,000 was received on these
facilities during the eight month period. In addition the air charter division
has a 14,000 square foot facility.
All of the properties are well maintained and equipped with modern machinery.
Although highly utilized, most locations 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 leases obligations. See Notes 5 and 6 of Item
8, Financial Statements and Supplementary Data, for additional information about
the Company's lease commitments.
<PAGE>
Item 3
Legal Proceedings
The Company is not involved in any material legal proceedings.
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 the Registrant's Common Stock and Related Stockholder Matters
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
1995 Annual Report, page 16, "Shareholder Information", which is incorporated by
reference.
Item 6
Selected Financial Data
Refer to the information in the 1995 Annual Report page 3, "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 1995 Annual Report page 4, "Management's
Discussion and Analysis of Financial Condition and Results of Operations", which
is incorporated by reference.
Item 8
Financial Statements and Supplementary Data
Refer to the information in the 1995 Annual Report pages 5 through 14,
"Consolidated Financial Statements and Notes thereto including Independent
Auditors' Report", which is incorporated by reference.
Item 9
Changes in and Disagreements on Accounting and Financial Disclosure
None.
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Seneca Foods Corporation
Pittsford, New York
We have audited the consolidated financial statements of Seneca Foods
Corporation and subsidiaries as of March 31, 1995, July 31, 1994 and July 31,
1993, and for the eight months ended March 31, 1995 and for each of the three
years in the period ended July 31, 1994, and have issued our report thereon
dated May 30, 1995; which report includes an explanatory paragraph as to a
change in accounting for income taxes in 1994; such consolidated financial
statements and report are included in your 1995 Annual Report to Stockholders
and are incorporated herein by reference. Our audits also included the
consolidated financial statement schedule of Seneca Foods Corporation and
subsidiaries, listed in Item 14(A)(2). This 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.
/s/Deloitte & Touche LLP
Rochester, New York
May 30, 1995
<PAGE>
PART III
Item 10
Directors and Executive Officers of the Registrant
Item 11
Executive Compensation
Item 12
Security Ownership of Certain Beneficial Owners and Management
Item 13
Certain Relationships and Related Transactions
Information required by Items 10 through 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.
PART IV
Item 14
Exhibits, Financial Statement Schedules, and Reports on Form 8-K
A. Exhibits and Financial Statement Schedules
1. (i) Financial Statement Schedules - the following consolidated
financial statements of the Registrant, included in the Annual
Report for the transition period ended March 31, 1995, are
incorporated by reference in Item 8:
Consolidated Statements of Net Earnings - March 31, 1995 and July
31, 1994, 1993, and 1992
Consolidated Balance Sheets - March 31, 1995 and July 31, 1994 and
1993
Consolidated Statements of Cash Flows - March 31, 1995 and July
31, 1994, 1993, and 1992
Consolidated Statements of Stockholders' Equity - March 31, 1995
and July 31, 1994, 1993, and 1992
Notes to Consolidated Financial Statements - March 31, 1995 and
July 31, 1994, 1993, and 1992
Independent Auditors' Report
<PAGE>
(ii) Financial Statements required by Rule 13a - 10(b):
As a result of the Company's change in fiscal year end date from
July 31 to March 31 (see Note 1 of Item 8, Financial Statements
and Supplementary Data), the following is an unaudited comparison
of eight months ended March 31, 1995 and March 26, 1994:
<TABLE>
<CAPTION>
March 31 March 26
Eight Months Ended (1994 Unaudited) 1995 1994
----------------------------------- ---- ----
(In thousands, except share amounts)
<S> <C> <C>
Net sales $ 234,073 $ 195,048
- ------- - -------
Costs and expenses:
Cost of product sold 202,285 162,356
Selling, general, and administrative expense 23,620 20,231
Interest expense, net of interest income 6,296 4,178
----- -----
232,201 186,765
------- -------
Earnings from continuing operations before income
taxes, extraordinary item and cumulative effect of
accounting change 1,872 8,283
Income taxes 688 3,231
--- -----
Earnings from continuing operations $ 1,184 $ 5,052
= ===== = =====
Earnings from continuing operations per share $ .42 $ 1.71
= === = ====
Weighted average shares outstanding 2,796,555 2,949,642
========= =========
</TABLE>
Pages
2. Supplemental Schedule:
Schedule II -- Valuation and Qualifying Accounts 8
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 an Exhibit to the Company's 10-Q filed October,
1992.
No. 4 - Articles defining the rights of security holders -
Incorporated by reference to the Company's 10-Q filed
October, 1992. Instrument defining the rights of any holder
of Long-Term Debt - Incorporated by reference to Exhibit 99
to the Company's 10-Q filed January 1995. The Company will
furnish, upon written request to the SEC, a copy of any
other instrument defining the rights of any holder of long
term debt.
No. 10 - Material Contracts - Incorporated by reference to the
Company's 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.
No. 11 - Computation of Earnings per Share 8
No. 13 - 1995 Annual Report to Shareholders, incorporated by
reference and filed herewith.
No. 21 - List of Subsidiaries 9
<PAGE>
B. Reports on Form 8-K
An 8-K dated February 24, 1995 was filed relating to the Green Giant
acquisition.
<TABLE>
Schedule II
VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
<CAPTION>
Balance at Charged to Deductions Balance
beginning Charged to other from at end
of period income accounts reserve of period
--------- ---------- ----------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Year ended March 31, 1995
Allowance for doubtful accounts $ 183 $ 166 $ -- $ 122 (a) $ 227
= === = === = == = === === = ===
Year ended July 31, 1994:
Allowance for doubtful accounts $ 435 $ (213) $ -- $ 39 (a) $ 183
= === = ===== = == = == === = ===
Year ended July 31, 1993:
Allowance for doubtful accounts $ 281 $ 182 $ -- $ 28 (a) $ 435
= === = === = == = == === = ===
Year ended July 31, 1992:
Allowance for doubtful accounts $ 285 $ 448 $ -- $ 452 (a) $ 281
= === = === = == = === === = ===
<FN>
(a) Accounts written off, net of recoveries.
</FN>
</TABLE>
<TABLE>
Exhibit 11
COMPUTATION OF EARNINGS PER SHARE
(In thousands, except per share amounts)
<CAPTION>
(Eight Months)
Years ended March 31 and July 31, 1995 1994 1993 1992
- --------------------------------- ---- ---- ---- ----
<S> <C> <C> <C> <C>
Primary
Net earnings applicable to common stock:
Net earnings $ 1,184 $ 9,104 $ 4,118 $ 891
Deduct preferred stock dividends paid 15 23 23 23
-- -- -- --
Net earnings applicable to common stock $ 1,169 $ 9,081 $ 4,095 $ 868
= ===== = ===== = ===== = ===
Weighted average number of common shares and
common equivalents outstanding 2,797 2,899 3,085 3,096
===== ===== ===== =====
Primary earnings per share $ .42 $ 3.13 $ 1.33 $ .28
= === = ==== = ==== = ===
Fully Diluted
Net earnings applicable to common stock per above $ 1,169 $ 9,081 $ 4,095 $ 868
Add dividends on convertible preferred stock 13 20 20 20
-- -- -- --
Net earnings applicable to common stock on a fully
diluted basis $ 1,182 $ 9,101 $ 4,115 $ 888
= ===== = ===== = ===== = ===
Shares used in calculating primary earnings per
share above 2,797 2,899 3,085 3,096
Additional shares to be issued under full
conversion of preferred stock 34 34 34 34
-- -- -- --
Total shares for fully diluted 2,831 2,933 3,119 3,130
===== ===== ===== =====
Fully diluted earnings per share $ .42 $ 3.10 $ 1.32 $ .28
= === = ==== = ==== = ===
</TABLE>
<TABLE>
Financial Highlights
<CAPTION>
(Eight Months) Increase (Decrease)
------------------------
Years ended March 31 and July 31, 1995 1994 1993 1995-94 1994-93
- --------------------------------- ---- ---- ---- ------- -------
<S> <C> <C> <C> <C> <C>
Net sales $ 234,073,000 $ 290,185,000 $ 257,402,000 NM 12.7%
Earnings from continuing operations 1,184,000 5,341,000 3,153,000 NM 69.4
Earnings before extraordinary item and cumulative
effect of accounting change 1,184,000 7,704,000 4,118,000 NM 87.1
Cumulative effect of accounting change -- 2,006,000 -- -- --
Net earnings 1,184,000 9,104,000 4,118,000 NM 121.1
Earnings from continuing
operations per share $ .42 $ 1.84 $ 1.02 NM 80.4%
Earnings before extraordinary item and cumulative
effect of accounting change per share .42 2.65 1.33 NM 99.2
Cumulative effect of accounting
change per share -- .69 -- -- --
Net earnings per share .42 3.13 1.33 NM 135.3
Stockholders' equity 87,349,000 85,285,000 81,296,000 NM 4.9
Common stockholders' equity per share 31.21 30.47 26.47 NM 15.1
<FN>
1995 represents eight months ended March 31 due to a change in the Company's
fiscal year end. NM - not meaningful.
</FN>
</TABLE>
<PAGE>
Description of Business
Seneca Foods Corporation conducts its business almost entirely in food
processing which currently contributes about 99% of the Company's sales. Canned
and frozen vegetables represent 51% of the food processing volume. Within the
apple products category, which contributed 27% of all processed food sales, the
Company's Seneca(R) brand frozen apple concentrate continues its position as the
nation's number one seller. Of the remaining food processing sales, grape
products account for 4%, and bottled, canned, and frozen fruit juice drinks
account for the remaining 18%.
Approximately 47% of the Company's food products are packed under its own brands
including Seneca(R), Libby's(R), Nature's Favorite(R) and TreeSweet(R). About
38% of the processed foods are packed under private labels with the remaining
15% sold to institutional food distributors.
The Company also operates a non-food division which contributes about 1% to the
Company's sales. Seneca Flight Operations provides air charter service primarily
to industries located in upstate New York.
Pittsford, New York
June 16, 1995
<PAGE>
To our Fellow Shareholders
Fiscal 1995 was a busy year for the Company. While the Company had substantial
revenue growth, margins were squeezed by an oversupply of vegetables due to last
summer's bumper crops.
The biggest highlight of 1995 was the formation of our Alliance with The
Pillsbury Company whereby Seneca purchased six vegetable plants from Pillsbury
and signed a 20 year agreement under which Seneca becomes the primary supplier
of Green Giant canned and frozen vegetables to Pillsbury.
As a result of the Alliance, we have implemented a change in our fiscal year-end
from July 31st to March 31st. We had long struggled with closing our fiscal year
on July 31st, which was well into the vegetable pack season. However, with the
Pillsbury Alliance, our vegetable revenues will grow to nearly 80% of total
revenues. By moving our fiscal year end to March, we will avoid overlapping the
pack season which begins in April with asparagus.
Consequently, fiscal 1995 is an eight month period. For the eight months, Seneca
earned $1,184,000 or $.42 per share on revenues of $234,073,000. In fiscal 1994
for twelve months, Seneca's earnings from continuing operations were $5,341,000,
or $1.84 per share, on revenues of $290,185,000.
As we mentioned earlier, the harvest last summer was more bountiful than anytime
in recent memory. Weather conditions were ideal, and Seneca as well as its
competitors had very successful pack seasons. Unfortunately in our business,
this often leads to price pressures as supply outstrips demand. We aggressively
sold our vegetables throughout the year and are entering the new pack season in
a reasonable inventory position.
On the juice side of the business, Seneca took advantage of low apple raw stock
prices to increase its #1 share in the frozen concentrated apple juice market
and built both share and distribution in shelf stable apple juice. Our grape,
cranberry and citrus juices also did well in 1995.
On February 1st, we completed our aforementioned transaction with Pillsbury.
This project involved the closing of four Pillsbury plants and moving the
production into both Seneca plants and former Pillsbury plants now owned by
Seneca. We are investing over $50 million in this project. When completed, we
will have significantly increased the efficiencies and capacities of our plants.
Much of the investment is going into dry and frozen warehousing and new
state-of-the-art production and harvesting equipment. In fact, the entire
project will be completed with very little additional manufacturing space being
constructed.
We believe the Alliance is a prime example of how two companies can blend their
core competencies to make the combined business more efficient. Seneca has a
strong manufacturing expertise, while Pillsbury has a strong marketing focus.
Our joint relationship has already created cost savings and other benefits for
both parties.
As we look to the immediate future, we are working feverishly to get the plants
ready before the pack season. Weather has thus far been mixed with cool wet
weather in the Midwest impeding our planting schedule, and with dry weather in
New York potentially effecting the yields this summer. Nevertheless, it is still
far to early to attempt to predict the final crop outcome.
Our Company is unusual for a company our size in that a significant part of our
stock is owned by management. Consequently, we pay less attention to
quarter-to-quarter performance, rather we focus on the long haul. Our goal is to
invest in the people and in the plants that will place us in the forefront of
our peers in the industry.
As part of this strategy, we are asking our shareholders to approve a new class
of stock which would be distributed as a stock dividend giving one share of the
new class for each share of Common Stock you currently hold. This stock will
carry nearly all of the rights of the current Common Stock; but will carry only
1/20th of the vote of the current Common Stock. This distribution of shares will
increase the financing flexibility of the Company.
Finally, thank you to the many Seneca Employees who have put in long hours this
past year to help us meet our ambitious objectives.
/s/Arthur S. Wolcott /s/Kraig H. Kayser
Chairman President and Chief Executive Officer
<PAGE>
<TABLE>
Five Year Selected Financial Data
Summary of Operations and Financial Condition
<CAPTION>
(Eight Months)
Years ended March 31 and July 31, 1995 1994 1993 1992 1991 1990
- --------------------------------- ---- ---- ---- ---- ---- ----
(In thousands of dollars, except per share data)
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 234,073 $ 290,185 $ 257,402 $ 279,708 $ 279,973 $ 295,120
- --------- - ------- - ------- - ------- - ------- - ------- - -------
Operating earnings (before Corporate
interest and administrative) $ 11,163 $ 18,354 $ 12,843 $ 12,870 $ 21,544 $ 20,206
Earnings (loss) from continuing
operations before extraordinary item
and cumulative effect of accounting
change 1,184 5,341 3,153 (305) 5,252 4,028
Earnings from discontinued operations -- 90 965 1,663 651 1,778
Gain on the sale of discontinued operations -- 2,273 -- -- -- --
Earnings before extraordinary item and
cumulative effect of accounting change 1,184 7,704 4,118 1,358 5,903 5,806
Extraordinary loss -- (606) -- (467) -- --
Cumulative effect of accounting change -- 2,006 -- -- -- --
Net earnings 1,184 9,104 4,118 891 5,903 5,806
- ------------ ----- ----- ----- --- ----- -----
Earnings (loss) from continuing
operations per common share $ .42 $ 1.84 $ 1.02 $ (.11) $ 1.69 $ 1.25
Earnings per common share before
extraordinary item and cumulative
effect of accounting change .42 2.65 1.33 .43 1.90 1.80
Net earnings per common share .42 3.13 1.33 .28 1.90 1.80
- ----------------------------- --- ---- ---- --- ---- ----
Working capital $ 132,870 $ 62,794 $ 84,410 $ 76,650 $ 77,703 $ 61,590
Inventories 132,404 92,710 82,586 86,309 92,248 84,927
Net property, plant, and equipment 179,718 78,216 74,089 81,718 82,754 73,951
Total assets 381,726 200,601 203,138 205,814 211,070 194,036
Long-term debt and capital lease obligations 221,480 51,476 72,556 77,614 79,938 57,885
Stockholders' equity 87,349 85,285 81,296 75,828 76,798 70,918
- -------------------- ------ ------ ------ ------ ------ ------
Additions to property, plant, and equipment $ 26,966 $ 9,384 $ 1,723 $ 8,702 $ 17,167 $ 11,981
Interest expense, net 6,296 6,046 5,834 10,186 9,289 10,106
- --------------------- ----- ----- ----- ------ ----- ------
Net earnings/average equity 1.4 % 10.9 % 5.2 % 1.2 % 8.0% 8.2%
Continuing earnings before taxes/sales 0.8 % 2.8 % 1.3 % (0.2)% 3.0% 2.2%
Net earnings/sales 0.5 % 3.1 % 1.6 % 0.3 % 2.1% 2.0%
Long-term debt/equity 254 % 60 % 89 % 102 % 104% 82%
Current ratio 3.2:1 2.2:1 3.2:1 2.8:1 2.8:1 2.2:1
- ------------- ----- ----- ----- ----- ----- -----
Common stockholders' equity per share $ 31.21 $ 30.47 $ 26.47 $ 24.49 $ 24.77 $ 22.87
National Market System closing price range 35 1/2-21 22 3/4-15 1/2 16 3/8-14 3/4 21 1/4-15 1/4 25 1/4-20 25 1/4-18
Common cash dividends declared per share -- -- -- -- -- --
Price earnings ratio 81.5x 6.8x 11.7x 55.4x 10.5x 13.6x
- -------------------- ----- ---- ----- ----- ----- ----
<FN>
1995 represents eight months ended March 31.
</FN>
</TABLE>
<PAGE>
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Liquidity and Capital Resources
Because of the food processing segment, the Company's yearly business cycle
shows large inventory growth during the summer and fall harvest period. The
inventory peaks in the early winter and drops to its minimum level immediately
prior to the next pack season. These peaks are financed through seasonal
borrowings whose high and low points essentially correspond with the changes in
inventory, or by a reduction in short-term investments. Accordingly, inventory
management is key to liquidity.
During February 1995 the Company acquired certain assets (see Acquisitions, note
13) of the Green Giant division of The Pillsbury Company (referred to as
"Pillsbury"), a subsidiary of Grand Metropolitan Incorporated. Under an Alliance
Agreement concurrently executed by the Company, Pillsbury and Grand Metropolitan
Incorporated, Pillsbury will continue to be responsible for all of the sales,
marketing and customer service functions for the Green Giant brand, while the
Company will handle vegetable processing and canning operations. Pillsbury
continues to own all the trademark rights to the Green Giant brand and its
proprietary seed varieties. The assets acquired include certain raw material and
supplies inventory and six manufacturing facilities located in the Midwestern
and Northwestern United States. The purchase price of $86.1 million was funded
by a subordinated note issued by the Company for $73.0 million and the balance
was funded out of working capital.
In conjunction with this acquisition, the Company has entered into a revolving
credit facility for up to $150.0 million from a syndicate of eleven banks. The
facility provides the borrowing capability needed for the acquisition and the
Company's existing business. In addition, the Company issued two new senior debt
notes. The first is a $75.0 million unsecured note issued to The Prudential
Insurance Company of America, with repayment due beginning in March 1998, a
final maturity date of February 2005, and an interest rate of 10.78% (see
Long-Term Debt, note 5). The second is a $50.0 million unsecured note issued to
John Hancock Mutual Life Insurance Company, with repayment due beginning March
2001, a final maturity of January 2009, and an interest rate of 10.81%. The
proceeds of these two notes were used to finance or replenish the working
capital for the following: 1) capital expenditures of $50.0 million related to
the Alliance Agreement with Pillsbury; 2) repayment of two notes due to an
insurance company, one repaid in July 1994 for $13.8 million, the other for
$26.6 million which was repaid when the new debt was issued; 3) three small
acquisitions made over the last fifteen months totaling $15.6 million; and 4)
the balance, $19.0 million, for capital expenditures made over the last three
years.
During 1994 the Company prepaid an issue of high interest long-term debt
totaling $13.8 million. This resulted in an extraordinary loss of $0.6 million
after taxes. Also during 1994 the Company made two small acquisitions totaling
$11.7 million. The debt prepayment and acquisitions were funded from working
capital and current operations. During 1994 and 1993 the Company had no new
long-term financing. During 1992 the Company began refunding $22.6 million of
tax exempt industrial revenue bonds that was completed in 1993.
As mentioned above, during 1995 the Company entered into an unsecured revolving
credit agreement for up to $150.0 million. Previously, the Company maintained
uncommitted lines of credit. The peak borrowings reached $54.1 million during
1995. Credit lines provide for interest rate options based on prime, eurodollar,
or money market. There were $1.6 million of borrowings outstanding under the
lines at the end of 1994 and none for years 1995, 1993 and 1992.
The increase in cash and short-term investments of $24.7 million over the four
fiscal year period ended in 1995 was primarily due to proceeds of the three new
long-term debt issues totaling $198.0 million, proceeds from the disposal of the
textile segment of $8.4 million, an income tax refund in 1993 of $4.2 million,
and net earnings. This was partially offset by the Green Giant acquisition of
$86.1 million, the debt prepayments totaling $40.4 million; three small
acquisitions totaling $15.6 million; the common stock retirement of $5.1
million; capital additions of $27.0 million, $9.4 million, $1.7 million, and
$8.7 million in 1995, 1994, 1993, and 1992, respectively; and smaller items not
identified.
The 1995 capital expenditures of $27.0 million largely reflect part of the
expected $50.0 million to be spent related to the Alliance Agreement with
Pillsbury as mentioned above. During 1994 capital expenditures were higher than
both 1993 and 1992. During 1995 the Company began installation of a green bean
processing line in the Eastern Division, cold storage facilities in the Central
Division in the midwest and northwest, and a frozen vegetable processing
expansion in the Central Division. During 1994 the Company upgraded its
vegetable processing and juice bottling equipment in the Eastern Division.
During 1992 the Company upgraded a portion of its can manufacturing equipment in
the midwest.
During August 1993 the Company sold its textile division for approximately $8.4
million. It represented about 6% of the Company's assets and 13% of the
Company's sales in 1993.
<PAGE>
Results of Operations
During 1995, the Company changed its fiscal year end to March 31 from July 31.
With the acquisition of the Green Giant plants, vegetables now represent a
substantial portion of the Company's business. The July year end fell in the
middle of the pack season for certain vegetable commodities while March 31 is
before any packs begin.
The Company's sales were $234.1 million in the eight month transition period
ended 1995. It is not appropriate to annualize this amount since some of the
commodities sold are only packed annually and certain vegetable inventories were
depleted well before the new pack. A full year's sales in 1995 would have shown
an increase over 1994. Sales increased by 12.7% in 1994 and decreased 8.0% and
0.1% in 1993 and 1992, respectively.
In 1995 vegetable unit sales were sharply higher due to the industrywide large
packs. Unit selling prices were down which partially offset the vegetable dollar
sales increases due to volume. The three small acquisitions (one in 1995 and two
in 1994) also contributed to the increase (see Acquisitions, note 13). In 1994
vegetable sales increased 9.5% due to sharply higher unit selling prices that
resulted from 1993's flooding in the midwest. In 1994 fruit and juice sales were
up 16.7% led by apple juice which was up 9.3%. The two small acquisitions also
contributed to the increase (see Acquisitions, note 13). In 1993 vegetable sales
declined 12.4% due to lower unit sales and selling prices while apple and grape
sales declined by 8.4% and 2.1%, respectively. This was partially offset by an
increase in co-pack sales. Vegetable sales decreased due, in part, to a
continued oversupply of processed vegetables in the industry. In 1992 vegetable
sales increased due to greater unit sales while apple and grape sales declined.
Apple sales in 1992 declined due to the second consecutive year of the worldwide
apple shortage.
In 1995 earnings decreased due, in part, to lower selling prices caused by an
industrywide oversupply of processed vegetables. In 1994 earnings increased for
the following reasons: 1) lower apple cost of product sold due to a greater
availability of apples, 2) higher selling prices on vegetables which more than
offset higher cost of goods sold, 3) the sale of the textile segment and, 4) the
$2.0 million gain due to implementing Statement of Financial Accounting
Standards (SFAS) 109, Accounting for Income Taxes (see Income Taxes, note 7). In
1993 earnings increased for the following reasons: 1) lower apple cost of
product sold due to a greater availability of apples, 2) lower interest cost
since there were lower short-term rates, 3) the refinancing mentioned below and,
4) the $1.7 million of interest income from the Internal Revenue Service (see
Income Taxes, note 7). In 1992 earnings decreased due, in part, to lower selling
prices caused by an industrywide oversupply of processed vegetables. In addition
a major shortage of processing apples in Europe and the U. S. caused
unprecedented increases in the cost of goods sold which resulted in lower
earnings. The 1992 earnings included an extraordinary loss of $0.5 million
(after tax benefit) related to a prepayment penalty paid for early
extinguishment of Industrial Revenue Bonds and accelerated amortization of their
deferred financing costs. Interest savings in the first year more than offset
the costs of refinancing (see Long-Term Debt, note 5).
In general, inflation played a relatively small role in the operating results
and cash flows of 1995, 1994, 1993 and 1992 since the Company values its
inventories on a last-in, first-out (LIFO) basis and depreciates its fixed
assets under accelerated depreciation methods for tax purposes.
<PAGE>
<TABLE>
Consolidated Statements of Net Earnings
- --------------------------------------------------------------------------------------------------------
Seneca Foods Corporation and Subsidiaries
<CAPTION>
(Eight Months)
Years ended March 31 and July 31, 1995 1994 1993 1992
- ---------------------------------- ---- ---- ---- ----
(In thousands of dollars, except share amounts)
<S> <C> <C> <C> <C>
Net sales $ 234,073 $ 290,185 $ 257,402 $ 279,708
- --------- - ------- - ------- - ------- - -------
Costs and expenses:
Cost of product sold 202,285 247,158 222,143 241,361
Selling, general, and administrative expense 23,620 28,824 26,166 28,681
Interest expense, net of interest income of $116,
$528, $1,865, and $196, respectively (Note 7) 6,296 6,046 5,834 10,186
----- ----- ----- ------
232,201 282,028 254,143 280,228
------- ------- ------- -------
Earnings (loss) from continuing operations before
income taxes, extraordinary item and cumulative effect of
accounting change 1,872 8,157 3,259 (520)
Income taxes (Note 7) 688 2,816 106 (215)
--- ----- --- ----
Earnings (loss) from continuing operations before
extraordinary item and cumulative effect of
accounting change 1,184 5,341 3,153 (305)
Earnings from discontinued operations, less applicable
income taxes of $46, $591, and $939, respectively
(Note 11) -- 90 965 1,663
Gain on the sale of discontinued operations, less applicable
income taxes of $1,171 (Note 11) -- 2,273 -- --
Extraordinary losses on early extinguishment of debt,
less applicable income tax benefit of $312 and $303 -- (606) -- (467)
Cumulative effect of accounting change (Note 7) -- 2,006 -- --
-- -- -- --
----- ----- ----- ---
Net earnings $ 1,184 $ 9,104 $ 4,118 $ 891
============ = ===== = ===== = ===== = ===
Earnings (loss) from continuing operations
per common share $ .42 $ 1.84 $ 1.02 $ (.11)
Earnings from discontinued operations per
common share -- .03 .31 .54
Gain on the sale of discontinued operations
per common share -- .78 -- --
Extraordinary losses on early extinguishment
of debt per common share -- (.21) -- (.15)
Cumulative effect of accounting change per
common share -- .69 -- --
-- --- -- --
Net earnings per common share $ .42 $ 3.13 $ 1.33 $ .28
============================= = === = ==== = ==== = ===
Weighted average shares outstanding 2,796,555 2,898,863 3,085,333 3,095,887
=================================== ========= ========= ========= =========
<FN>
See notes to consolidated financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
Consolidated Balance Sheets
Seneca Foods Corporation and Subsidiaries
<CAPTION>
March 31 and July 31, 1995 1994 1993
- --------------------- ---- ---- ----
<S> <C> <C> <C>
(In thousands)
Assets
Current Assets:
Cash and short-term investments $ 26,538 $ 2,325 $ 15,522
Accounts receivable, less allowance for doubtful accounts
of $227, $183 and $435, respectively 32,601 18,651 24,398
Inventories (Note 2):
Finished products 64,613 46,530 38,350
In process 19,531 17,980 16,366
Raw materials and supplies 48,260 28,200 27,870
Refundable income taxes (Note 7) -- 890 --
Deferred tax asset (Note 7) 1,933 1,194 --
Prepaid expenses 801 343 250
--- --- ---
Total Current Assets 194,277 116,113 122,756
-------------------- ------- ------- -------
Common Stock of Moog Inc. (Note 3) 7,494 6,079 6,079
Other Assets 237 193 214
- ------------ --- --- ---
Property, Plant, and Equipment (Note 6):
Land 7,810 4,714 4,526
Buildings 89,298 51,462 50,582
Equipment 189,545 122,865 112,628
------- ------- -------
286,653 179,041 167,736
Less accumulated depreciation and amortization 106,935 100,825 93,647
------- ------- ------
Net Property, Plant, and Equipment 179,718 78,216 74,089
---------------------------------- ------- ------ ------
Total Assets $ 381,726 $ 200,601 $ 203,138
============ = ======= = ======= = =======
Liabilities and Stockholders' Equity
Current Liabilities:
Notes payable (Note 4) $ -- $ 1,600 $ --
Accounts payable 36,089 31,829 19,742
Accrued expenses 19,599 13,541 12,980
Current portion of long-term debt and capital lease obligations 5,594 6,349 5,057
Income taxes (Note 7) 125 -- 567
--- -- ---
Total Current Liabilities 61,407 53,319 38,346
Long-Term Debt (Note 5) 220,677 50,619 71,534
Capital Lease Obligations (Note 6) 803 857 1,022
Deferred Income Taxes (Note 7) 11,490 10,521 10,940
Commitments (Note 6) -- -- --
-- -- --
Total Liabilities 294,377 115,316 121,842
----------------- ------- ------- -------
Stockholders' Equity (Notes 5 and 8):
Preferred stock 70 70 70
Common stock 1,880 1,880 1,948
----- ----- -----
Total Capital Stock 1,950 1,950 2,018
Additional paid-in capital -- -- 3,157
Net unrealized gain on available-for-sale
securities (Note 3) 892 -- --
Retained earnings 84,507 83,335 76,121
------ ------ ------
Total Stockholders' Equity 87,349 85,285 81,296
-------------------------- ------ ------- ------
Total Liabilities and Stockholders' Equity $ 381,726 $ 200,601 $ 203,138
========================================== = ======= = ======= = =======
<FN>
See notes to consolidated financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
Consolidated Statements of Cash Flows
- ---------------------------------------------------------------------------------------------------------
Seneca Foods Corporation and Subsidiaries
<CAPTION>
(Eight Months)
Years ended March 31 and July 31, 1995 1994 1993 1992
- --------------------------------- ---- ---- ---- ----
<S> <C> <C> <C> <C>
(In thousands)
Cash flows from operating activities:
Net earnings $ 1,184 $ 9,104 $ 4,118 $ 891
Adjustments to reconcile net earnings to
net cash provided (used) by operations:
Depreciation and amortization 6,773 9,253 9,270 9,642
Deferred income taxes 446 1,587 1,615 (904)
Gain on the sale of discontinued operations -- (3,444) -- --
Cumulative effect of accounting change -- (2,006) -- --
Extraordinary losses on early extinguishment of debt -- 606 -- 467
Changes in working capital:
Accounts receivable (13,536) 4,142 822 2,006
Inventories (25,039) (10,038) 3,723 5,939
Prepaid expenses (458) (147) 22 (31)
Accounts payable and accrued expenses 3,275 16,117 (7,981) 5,044
Income taxes 276 (2,651) 573 303
--- ------- --- ---
Net cash provided (used) by operations (27,079) 22,523 12,162 23,357
-------------------------------------- -------- ------ ------ ------
Cash flows from investing activities:
Acquisitions (16,837) (11,670) -- --
Additions to property, plant, and equipment (26,966) (9,384) (1,723) (8,702)
Disposals of property, plant, and equipment 527 866 82 96
Proceeds from the disposal of a segment -- 8,356 -- --
-- ----- -- --
Net cash provided (used) in investing activities (43,276) (11,832) (1,641) (8,606)
------------------------------------------------ -------- -------- ------- ------
Cash flows from financing activities:
Proceeds from issuance of long-term debt 125,000 -- -- 22,630
Payments of long-term debt and capital lease obligations (28,776) (19,788) (2,345) (31,056)
Notes payable (1,600) 1,600 -- --
Other assets (44) 21 (137) 352
Dividends paid (12) (23) (23) (23)
Common stock retirements -- (5,092) (384) (81)
Extraordinary losses on early extinguishment of debt -- (606) -- (467)
------ ------- ------ ------
Net cash provided (used) in financing activities 94,568 (23,888) (2,889) (8,645)
------------------------------------------------ ------ -------- ------- ------
Net increase (decrease) in cash and short-term investments 24,213 (13,197) 7,632 6,106
Cash and short-term investments, beginning of year 2,325 15,522 7,890 1,784
----- ------ ----- -----
Cash and short-term investments, end of year $ 26,538 $ 2,325 $ 15,522 $ 7,890
============================================ = ====== = ===== = ====== = =====
Supplemental disclosures of cash flow information: Cash paid during the year for:
Interest $ 5,543 $ 7,170 $ 9,400 $ 10,853
Income taxes (33) 4,785 1,076 1,022
<FN>
Supplemental information on noncash investing and financing activities:
The Company issued a secured nonrecourse subordinated promissory note for
$73,025,000 in 1995 in conjunction with the acquisition of Green Giant.
See notes to consolidated financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
Consolidated Statements of Stockholders' Equity
- ---------------------------------------------------------------------------------------------------------
Seneca Foods Corporation and Subsidiaries
<CAPTION>
Preferred Stock
Class A
6% Cumulative 10% Cumulative Net Unrealized
Par Value $.25 Par Value $.025 Additional Gain (Loss) on
Callable at Par Convertible Common Stock Paid-In Available-For-Sale Retained
Voting Voting Par Value $.25 Capital Securities Earnings
--------------- --------------- -------------- ---------- ------------------ --------
<S> <C> <C> <C> <C> <C> <C>
(In thousands, except share amounts)
Shares authorized 200,000 1,400,000 10,000,000
================= ======= ========= ==========
Shares issued and outstanding:
July 31, 1992 200,000 807,240 3,093,666
============= ======= ======= =========
July 31, 1993 200,000 807,240 3,068,666
============= ======= ======= =========
July 31, 1994 200,000 807,240 2,796,555
============= ======= ======= =========
March 31, 1995 200,000 807,240 2,796,555
============== ======= ======= =========
Balance July 31, 1991 $50 $20 $1,955 $ 3,615 $ -- $ 71,158
Net earnings -- -- -- -- -- 891
Cash dividends paid
on preferred stock -- -- -- -- -- (23)
Retirement of
common stock -- -- (1) (80) -- --
Net unrealized loss -- -- -- -- (1,757) --
------------------- --- --- ----- ----- ------- ------
Balance July 31, 1992 50 20 1,954 3,535 (1,757) 72,026
Net earnings -- -- -- -- -- 4,118
Cash dividends paid
on preferred stock -- -- -- -- -- (23)
Retirement of
common stock -- -- (6) (378) -- --
Net unrealized gain -- -- -- -- 1,757 --
------------------- --- --- ----- ----- ----- ------
Balance July 31, 1993 50 20 1,948 3,157 -- 76,121
Net earnings -- -- -- -- -- 9,104
Cash dividends paid
on preferred stock -- -- -- -- -- (23)
Retirement of
common stock -- -- (68) (3,157) -- (1,867)
------------ --- --- ----- ------- ----- ------
Balance July 31, 1994 50 20 1,880 -- -- 83,335
Net earnings -- -- -- -- -- 1,184
Cash dividends paid
on preferred stock -- -- -- -- -- (12)
Net unrealized gain -- -- -- -- 892 --
------------------- -- --- ------ ------- ------ ------
Balance March 31, 1995 $50 $20 $1,880 $ -- $ 892 $ 84,507
====================== === === ====== = == = === = ======
<FN>
See notes to consolidated financial statements.
</FN>
</TABLE>
<PAGE>
Notes to Consolidated Financial Statements
- --------------------------------------------------
Seneca Foods Corporation and Subsidiaries
1. Summary of Significant Accounting Policies
Accounting Period - In 1995, the Company changed its fiscal year end to March
31. Fiscal 1995 is an eight-month transition period ended March 31, 1995.
Principles of Consolidation - The consolidated financial statements include the
accounts for the parent Company and all of its wholly-owned subsidiaries after
elimination of intercompany transactions, profits, and balances.
Revenue Recognition - Sales and related cost of product sold are recognized
primarily upon shipment of products.
Concentration of Credit Risk - Financial instruments that potentially subject
the Company to credit risk consist of trade receivables and interest-bearing
investments. Wholesale and retail food distributors comprise a significant
portion of the trade receivables; collateral is not required. The risk
associated with the concentration is limited due to the large number of
wholesalers and retailers and their geographic dispersion.
The Company places substantially all its interest-bearing investments with
financial institutions and monitors credit exposure.
Cash and Short-Term Investments - For purposes of the statement of cash flows,
the Company considers all highly liquid instruments purchased for a maturity of
three months or less as short-term investments.
Inventories - Inventories are stated at lower of cost; last-in, first-out
(LIFO); or market.
Income Taxes - The provision for income taxes includes federal, foreign, and
state income taxes currently payable and those deferred because of temporary
differences between the financial statement and tax bases of assets and
liabilities.
Depreciation - Property, plant, and equipment is stated at cost or, in the case
of capital leases, the present value of future lease payments. For financial
reporting, the Company provides for depreciation and capital lease amortization
on the straight-line method at rates based upon the estimated useful lives of
the various assets.
Earnings per Common Share - Primary earnings per share are calculated on the
basis of weighted average common shares outstanding since the effect of common
stock equivalents is immaterial. The difference between primary and fully
diluted earnings per share is also immaterial.
2. Inventories
The replacement value of the LIFO based inventory was $138,192,000 at March 31,
1995, and $99,647,000 and $88,864,000 at July 31, 1994 and 1993, respectively.
<PAGE>
Notes to Consolidated Financial Statements (continued)
3. Common Stock of Moog Inc.
The Company's investment in the common stock of Moog Inc. is carried at fair
value in 1995 in accordance with the Statement of Financial Accounting Standards
(SFAS) No. 115. There were no realized gains or losses in 1995, 1994, 1993, or
1992, and gross unrealized holding gains of $1,416,000 at March 31, 1995,
$708,000 at July 31, 1994, and $100,000 at July 31, 1993. The Company owns about
7% of the voting stock of Moog Inc. as of March 31, 1995. The Company has the
ability and intent to hold these securities for the foreseeable future.
4. Lines of Credit
The Company obtains required short-term funds through bank borrowings. During
1995 the Company entered into an unsecured revolving credit agreement with
various banks. At March 31, 1995, the Company had $3,833,000 outstanding for
letters of credit and an unsecured revolving line of credit totaling
$150,000,000. The line is renewable in three years and provides for loans of
varying maturities at rate options based on Prime, Eurodollar, or Money Market.
Selected details are as follows:
<TABLE>
<CAPTION>
1995 1994 1993 1992
---- ---- ---- ----
(In thousands of dollars)
<S> <C> <C> <C> <C>
Borrowings at year end:
Amount $ -- $ 1,600 $ -- $ --
Interest rate -- 5.34% -- --
Maximum borrowings during the year $ 54,140 $ 7,000 $ 38,300 $ 40,500
Average borrowings during the year:
Amount $ 20,467 $ 158 $ 14,703 $ 22,563
Interest rate 6.06% 4.53% 4.17 % 5.44%
</TABLE>
The average borrowings were computed by dividing the total daily outstanding
balances by 365 days. The average interest rate was computed by dividing the
actual interest expense by the average borrowings.
<PAGE>
Notes to Consolidated Financial Statements (continued)
5. Long-Term Debt
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
(In thousands)
<S> <C> <C> <C>
Note payable to insurance company, 10.78%, due through 2005 $ 75,000 $ -- $ --
Secured nonrecourse subordinated promissory note, 8.00%, due 73,025 -- --
through 2009
Note payable to insurance company, 10.81%, due through 2009 50,000 -- --
Note payable to insurance company, 9.78%, due through 2001 -- 28,300 30,000
Note payable to insurance company, 13.25%, due through 2001 -- -- 16,800
Industrial Revenue Development Bonds, variable rate, 12.76%, or
varies with prime, due through 2028 26,480 26,780 27,430
Subordinated debentures, 12% or varies with prime, due through 1996 471 471 471
Notes payable to others, 3% to 8.55%, due through 2012 1,186 1,252 1,263
------- ------- -------
226,162 56,803 75,964
Less current portion 5,485 6,184 4,430
------- ------- -------
$220,677 $50,619 $71,534
</TABLE>
Debt agreements provide various financial covenants including a provision that
the Company may pay dividends on common stock only from consolidated net
earnings available for distribution. There was $1,382,000 of earnings available
for distribution as of March 31, 1995. All provisions have been met at March 31,
1995.
In connection with the Company's acquisition of manufacturing facilities from
The Pillsbury Company, a secured nonrecourse subordinated promissory note was
issued totaling $73,025,000 (see Acquisitions, note 13).
The Company has four Industrial Revenue Bonds ("IRB's") totaling $22,630,000
which are backed by direct pay letters of credit.
Debt repayment requirements for the next five fiscal years are:
(In thousands)
1996 $ 5,485
1997 3,747
1998 9,334
1999 11,310
2000 15,951
During 1995 the Company paid off its 9.78% note payable to the insurance company
and the related prepayment penalty was not significant.
<PAGE>
Notes to Consolidated Financial Statements (continued)
6. Leases
The Company leases a portion of its equipment and buildings. Capitalized leases
consist primarily of industrial development agency financing instruments which
bear interest rates from 5.85% to 6.75%. Other leases include non-cancelable
operating leases expiring at various dates through 2010.
Leased assets under capital leases consist of the following:
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
(In thousands)
<S> <C> <C> <C>
Land $ 93 $ 93 $ 156
Buildings 1,792 1,792 5,892
Equipment 1,194 1,167 4,004
----- ----- -----
3,079 3,052 10,052
Less accumulated amortization 1,821 1,791 6,070
----- ----- -----
$ 1,258 $ 1,261 $ 3,982
= ===== = ===== = =====
</TABLE>
The following is a schedule by year of minimum payments due under leases as of
March 31, 1995:
<TABLE>
<CAPTION>
Operating Capital
--------- -------
(In thousands)
<S> <C> <C>
Year ending March 31:
1996 $ 4,437 $ 167
1997 3,468 124
1998 2,364 124
1999 2,003 124
2000 1,782 124
2001-2010 4,312 560
----- ---
Total minimum payment required $ 18,366 1,223
============================== = ======
Less interest 311
Present value of minimum lease payments 912
Amount due within one year 109
---
Long-term capital lease obligations $ 803
=================================== = ===
</TABLE>
Aggregate rental expense in 1995, 1994, 1993, and 1992 was $2,031,000,
$2,190,000, $2,266,000, and $2,684,000, respectively.
<PAGE>
Notes to Consolidated Financial Statements (continued)
7. Income Taxes
The Company files a consolidated income tax return. The provision for income
taxes includes the effect of continuing and discontinued operations and the
extraordinary items as follows:
<TABLE>
<CAPTION>
(Eight Months)
1995 1994 1993 1992
---- ---- ---- ----
(In thousands)
<S> <C> <C> <C>
Current:
Federal $ 716 $ 2,970 $ 1,175 $ 1,276
State 107 430 363 200
--- --- --- ---
823 3,400 1,538 1,476
--- ----- ----- -----
Deferred:
Federal (203) 275 (784) (897)
State 68 46 (57) (158)
-- -- ---- ----
(135) 321 (841) (1,055)
----- --- ---- ------
Total income taxes $ 688 $ 3,721 $ 697 $ 421
================== = === = ===== = === = ===
</TABLE>
In August, 1992 the Internal Revenue Service completed its audit of fiscal years
1983 and 1984. This conclusion allowed the Company to file a refund claim for
the years 1985 and 1986. This refund was received during the 1993 fiscal year
resulting in a $1,000,000 reduction in the provision for income taxes. Also in
1993, interest income of $1,680,000 has been netted against the interest expense
category in the Consolidated Statements of Net Earnings.
The cumulative effect of the adoption of SFAS No. 109 on August 1, 1993 was
$2,006,000. This change is reported in the 1994 Consolidated Statements of Net
Earnings. As permitted under this rule, prior years financial statements have
not been restated to apply the provisions of SFAS No. 109.
A reconciliation of the expected U.S.statutory rate to the effective rate
follows:
<TABLE>
<CAPTION>
1995 1994 1993 1992
---- ---- ---- ----
<S> <C> <C> <C> <C>
Computed (expected tax rate) 34.0 % 34.0 % 34.0 % 34.0 %
State income taxes (net of
federal tax benefit) 6.2 2.4 4.2 2.1
Depreciation adjustment -- -- 0.1 0.6
IRS settlement -- -- (20.8) --
Other (3.5) (1.9) (3.0) (4.6)
----- ----- ----- ----
Effective tax rate 36.7 % 34.5 % 14.5 % 32.1 %
================== ==== = ==== = ==== = ====
</TABLE>
<PAGE>
The following is a summary of the significant components of the Company's
deferred tax assets and liabilities as of March 31, 1995 and July 31, 1994:
<TABLE>
<CAPTION>
1995 1994
---- ----
(In thousands)
<S> <C> <C>
Deferred tax liabilities:
Basis and depreciation difference $ 10,208 $ 9,946
LIFO 1,061 622
State taxes 758 789
Moog investment 524 --
Other -- 538
------ ------
12,551 11,895
------ ------
Deferred tax assets:
Employee benefits 756 586
Future tax credits 720 --
Pension 574 497
Other 424 321
Insurance 381 466
Sales tax 112 114
Inventory valuation 27 584
----- -----
2,994 2,568
----- -----
Deferred tax liability $ 9,557 $ 9,327
====================== = ===== = =====
</TABLE>
Net current assets of $1,933,000 and $1,194,000 and net non-current liabilities
of $11,490,000 and $10,521,000 as of March 31, 1995 and July 31, 1994,
respectively, are recognized in the balance sheets. As required by SFAS No. 109,
the deferred tax asset was recorded on the balance sheet as a current asset.
Certain items in the prior year have been reclassified to conform to current
year classifications.
Prior to the change in accounting methods, the sources of deferred tax items and
the corresponding tax effects during 1993 and 1992 were as follows:
<TABLE>
<CAPTION>
1993 1992
---- ----
(In thousands)
<S> <C> <C>
Accelerated depreciation:
Federal $ 275 $ (94)
State 19 (20)
Vacation accrual 5 (4)
Bad debts (92) 1
Inventory valuation (91) (586)
Involuntary conversion (30) (30)
Insurance accrual (157) 321
Promotion accrual 6 49
Prepayments:
Debt extinguishment 262 (262)
Lease 48 (103)
IRS settlement (1,000) --
Other (86) (327)
----- -------
Total deferred taxes $ (841) $(1,055)
==================== = ===== ========
</TABLE>
<PAGE>
Notes to Consolidated Financial Statements (continued)
8. Stockholders' Equity
Preferred Stock - The outstanding 10% cumulative, convertible, voting preferred
stock consists of 407,240 series A shares, convertible at the rate of one common
share for every twenty preferred shares, and 400,000 series B shares, which
carry a one for thirty conversion rate. The series A and B shares have a $.25
stated value and a $.025 par value. There are 2,600,000 shares authorized of
Class A $.025 par value stock which are unissued and undesignated. In addition
there are 30,000 shares of no par stock which are also unissued and
undesignated.
Common Stock - Unissued shares of common stock reserved for conversion
privileges were 33,695 at March 31, 1995, and July 31, 1994, 1993, and 1992.
9. Quarterly Results (Unaudited)
The following is a summary of the unaudited interim results of operations by
quarter:
<TABLE>
<CAPTION>
First Second Third Fourth
----- ------ ----- ------
(In thousands, except per share data)
<S> <C> <C> <C> <C>
Year ended March 31, 1995:
Net sales $ 88,827 $ 87,935 $ 57,311*
NA
Gross margin 10,845 10,353 10,590* NA
Earnings from continuing operations 733 159 292* NA
Earnings from continuing operations per share .26 .05 .11* NA
Net earnings 733 159 292* NA
Net earnings per common share .26 .05 .11* NA
Year ended July 31, 1994:
Net sales $ 62,003 $ 83,780 $ 82,586 $ 61,816
Gross margin 8,618 12,426 11,893 10,090
Earnings from continuing operations 259 1,203 1,784 2,095
Earnings from continuing operations per share .07 .41 .62 .74
Earnings before extraordinary item and
accounting change 2,406 1,203 1,857 2,238
Earnings before extraordinary item and
accounting change per share .80 .41 .64 .80
Net earnings 4,412 1,203 1,857 1,632
Net earnings per common share 1.47 .42 .66 .58
Year ended July 31, 1993:
Net sales $ 58,451 $ 71,510 $ 67,635 $ 59,806
Gross margin 8,751 8,993 6,355 11,160
Earnings (loss) from continuing operations 129 (206) (153) 3,383
Earnings (loss) from continuing operations per share .04 (.07) (.05) 1.10
Net earnings 303 4 252 3,559
Net earnings per common share .10 .00 .08 1.15
<FN>
*Represents two months of activity.
</FN>
</TABLE>
Earnings for the fourth quarter (third quarter in 1995) have historically
reflected adjustments of previously estimated raw material costs and production
levels. Due to the dependence on fruit and vegetable yields of the Company's
food processing segment, interim costing must be estimated. The volatile nature
of inventory quantities and costs within the food processing segment also
necessitates estimates of interim changes to the Company's LIFO reserve.
<PAGE>
Notes to Consolidated Financial Statements (continued)
10. Retirement Plan
The Company has a noncontributory defined benefit pension plan covering all
employees who meet certain age entry requirements and work a stated minimum
number of hours per year. Annual contributions are made to the Plan sufficient
to satisfy legal funding requirements.
Pension expense includes the following:
<TABLE>
<CAPTION>
(Eight Months)
1995 1994 1993 1992
---- ---- ---- ----
(In thousands)
<S> <C> <C> <C>
Service cost for benefits earned during the period $ 484 $ 818 $ 838 $ 701
Interest cost on projected benefit obligation 745 998 983 905
Actual (return) loss on plan assets (2,474) (1,691) (655) 337
Net deferral of actuarial gains (losses) 1,593 673 (568) (1,659)
Amortization of net unrecognized gain at
August 1, 1987 (184) (276) (276) (276)
Amortization of losses -- 144 -- --
Amortization of prior service cost 62 94 94 94
-- -- -- --
Pension expense $ 226 $ 760 $ 416 $ 102
=============== = === = === = === = ===
</TABLE>
The following table summarizes the funded status and related amounts that are
recognized in the consolidated balance sheets:
<TABLE>
<CAPTION>
1995 1994 1993 1992
---- ---- ---- ----
(In thousands)
<S> <C> <C> <C> <C>
Actuarial present value of accumulated benefit obligation:
Vested $ 10,717 $ 11,214 $ 8,478 $ 7,896
Nonvested 562 689 507 262
--- --- --- ---
Total $ 11,279 $ 11,903 $ 8,985 $ 8,158
===== = ====== = ====== = ===== = =====
Plan assets at fair market value, primarily listed
stocks and fixed income securities $ 18,165 $ 16,009 $ 14,867 $14,739
Projected benefit obligation 15,113 15,684 12,920 11,877
------ ------ ------ ------
Plan assets in excess of projected
benefit obligation 3,052 325 1,947 2,862
Unrecognized gain at transition (4,647) (4,832) (5,108) (5,384)
Unrecognized prior service cost 688 750 844 938
Unrecognized net (gain) loss (781) 2,295 1,616 1,299
----- ----- ----- -----
Accrued pension liability $ (1,688) $ (1,462) $ (701) $ (285)
========================= = ======= = ======= = ===== = ====
</TABLE>
The projected benefit obligation was determined using an assumed discount rate
of 8% and an assumed long-term salary increase rate of 5%. The assumed long-term
rate of return on plan assets was 8.5%. The Plan holds the Company's stock with
a fair market value of $2,678,000.
<PAGE>
Notes to Consolidated Financial Statements (continued)
11. Discontinued Operations
In August 1993 the Company completed its sale of the textile division for
$8,400,000 in cash and reported a net gain of $2,273,000 in the first quarter of
1994. As a result of the sale, textile operations have been accounted for as
discontinued operations in prior periods in the Consolidated Statements of Net
Earnings.
Net sales for the textile division were $2,246,000 in 1994, $43,087,000 in 1993,
and $49,265,000 in 1992. Total assets were $8,400,000 and total liabilities were
$3,500,000 resulting in $4,900,000 of net assets as of the August 1993 closing.
12. Fair Value of Financial Instruments
As of March 31, 1995, the carrying amount and the fair value of the Company's
financial instruments, as determined under SFAS No. 107, "Disclosures about Fair
Value of Financial Instruments", were as follows:
<TABLE>
<CAPTION>
Carrying Estimated
Amount Fair Value
-------- ----------
(In thousands)
<S> <C> <C>
Long-term debt, including
current portion $226,162 $226,371
Common stock of Moog Inc. 7,494 7,494
</TABLE>
The estimated fair values were determined as follows:
Long-term debt - The quoted market prices for similar debt or current rates
offered to the Company for debt with the same maturities.
Common stock of Moog Inc. - Based on quoted market prices.
<PAGE>
Notes to Consolidated Financial Statements (continued)
13. Acquisitions
On February 10, 1995 the Company acquired certain assets of the Green Giant
division of The Pillsbury Company (referred to as "Pillsbury"), a subsidiary of
Grand Metropolitan Incorporated. Under an Alliance Agreement concurrently
executed by the Company, Pillsbury and Grand Metropolitan Incorporated,
Pillsbury will continue to be responsible for all of the sales, marketing and
customer service functions for the Green Giant brand, while the Company will
handle vegetable processing and canning operations. Pillsbury continues to own
all the trademark rights to the Green Giant brand and its proprietary seed
varieties. The assets acquired include certain raw material and supplies
inventory and six manufacturing facilities located in the Midwestern and
Northwestern United States. The purchase price was based on the book value of
the assets acquired. The purchase price of $86,093,000 was funded by a secured
nonrecourse subordinated promissory note issued by the Company for $73,025,000
and the balance was funded out of working capital.
On August 17, 1994 the Company acquired the assets of M.C. Snack, Inc. of
Yakima, Washington, a snack food maker of apple chips. The purchase price of
$3,769,000 was funded out of working capital.
On December 20, 1993 the Company acquired certain assets of ERLY Juice, Inc. and
WorldMark, Inc. The assets acquired include certain trademarks, inventory,
accounts receivable, and manufacturing facilities located in Eau Claire,
Michigan. Most of the products are sold under the TreeSweet brand. The purchase
price was $8,372,000 which was funded out of working capital.
The Company acquired the Wapato, Washington juice processing business of Sanofi
Bio-Industries, Inc. on November 30, 1993. The purchase price was $3,298,000
which was funded out of working capital.
All acquisitions were accounted for under the purchase method and, accordingly,
the operating results of the acquired have been included in the consolidated
operating results since the dates of acquisition.
The following summary, prepared on a pro forma basis, combines the consolidated
results of operations as if Green Giant, M.C. Snack, ERLY and Sanofi were
acquired at the beginning of the periods presented:
<TABLE>
<CAPTION>
(Eight Months)
1995 1994
---- ----
(Unaudited)
(In thousands, except per share amounts)
<S> <C> <C>
Net sales $ 422,220 $ 572,405
========= = ======= = =======
Net earnings from continuing operations $ 4,317 $ 10,041
======================================= = ===== = ======
Net earnings from continuing operations per share $ 1.54 $ 3.47
================================================= = ==== = ====
</TABLE>
<PAGE>
Independent Auditors' Report
To the Board of Directors
and Stockholders of
Seneca Foods Corporation
Pittsford, New York
We have audited the accompanying consolidated balance sheets of Seneca Foods
Corporation and subsidiaries as of March 31, 1995, July 31, 1994 and July 31,
1993, and the related consolidated statements of net earnings, stockholders'
equity, and cash flows for the eight months ended March 31, 1995 and for each of
the three years in the period ended July 31, 1994. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Seneca Foods Corporation and
subsidiaries as of March 31, 1995, July 31, 1994 and July 31, 1993, and the
results of their operations and their cash flows for the eight months ended
March 31, 1995 and for each of the three years in the period ended July 31, 1994
in conformity with generally accepted accounting principles.
As discussed in Note 7 to the consolidated financial statements, in fiscal 1994
the Company changed its method of accounting for income taxes to conform with
Statement of Financial Accounting Standards No. 109.
/s/Deloitte & Touche LLP
Rochester, New York
May 30, 1995
<PAGE>
Directors
Robert T. Brady
President and Chief Executive Officer
Moog Inc.
David L. Call
Dean, College of Agriculture
and Life Sciences
Cornell University
Edward O. Gaylord
President
Gaylord & Company
G. Brymer Humphreys
President
Humphreys Farm Inc.
Kraig H. Kayser
President and Chief Executive Officer
Michael A. Schaeffer
Vice-President - Production,
Pillsbury Brands
Grand Metropolitan, PLC
Susan W. Stuart
Marketing Consultant
Arthur S. Wolcott
Chairman
Officers
Corporate
Arthur S. Wolcott
Chairman
Kraig H. Kayser
President and Chief Executive Officer
Alvin L. Gauvin
Senior Vice President, Branded Sales and Marketing
Ricke A. Kress
Senior Vice President, Operations
Devra A. Bevona
Treasurer
Jeffrey L. Van Riper
Controller and Secretary
Processed Food Group
Seneca Foods -
Central
Michael H. Haney
President
Eastern
Steven E. Klus
President
Western
Edward J. Johnson
President
Kennett
Richard O. Mayo
President
Sales and Marketing Groups -
Branded Sales
Michael B. Malone
Vice President
Non-Branded Sales and
Strategic Relations
R. Russell Curtis
Vice President
Technical Services Group -
Vincent J. Lammers
Vice President
Non-Food Group
Seneca Flight Operations
Paul E. Middlebrook
President
<PAGE>
Corporate Offices
1162 Pittsford-Victor Road
Pittsford, New York 14534
Telephone (716) 385-9500
Independent Auditors
Deloitte & Touche LLP
Rochester, New York
General Counsel
Jaeckle, Fleischmann & Mugel
Buffalo, New York
Transfer Agent and Registrar
Seneca Foods Corporation
Suite 1010, 1605 Main Street
Sarasota, Florida 34236
Manufacturing Plants
and Warehouses
Food Group
Buhl, Idaho
Eau Claire, Michigan
Blue Earth. Minnesota
Glencoe, Minnesota
Montgomery, Minnesota
Rochester, Minnesota
Dundee, New York
East Williamson, New York
Geneva, New York
Marion, New York
Newark, New York
Oaks Corners, New York
Portland, New York
Seneca Castle, New York
Mountain Home, North Carolina
Kennett Square, Pennsylvania
Dayton, Washington
Othello, Washington
Prosser, Washington
Yakima, Washington
Baraboo, Wisconsin
Cumberland, Wisconsin
Jackson, Wisconsin
Janesville, Wisconsin
Mayville, Wisconsin
Non-Food Group
Chicopee, Massachusetts
Peabody, Massachusetts
Clifton Park, New York
Penn Yan, New York
Notice of Annual Meeting
The 1995 Annual Meeting of Shareholders will be held on Saturday, August 5,
1995, beginning at 9:00 A.M. at the Company's facilities at 74 Seneca Street,
Dundee, New York. A formal notice of the meeting together with a proxy statement
and proxy form will be mailed to shareholders of record as of June 16, 1995.
Additional Information
A copy of the Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1995, as filed with the Securities and Exchange Commission, will be
provided by the Company to any shareholder who so requests in writing. Requests
should be sent to Devra A. Bevona, Seneca Foods Corporation, 1162
Pittsford-Victor Road, Pittsford, New York 14534.
<PAGE>
Shareholder Information
The Company's common stock is traded on NASDAQ National Market System. The 2.8
million outstanding shares are owned by 639 shareholders of record. The high and
low prices of the Company's common stock during each quarter of the past three
years are shown below.
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
Quarter High Low High Low High Low
------- ---- --- ---- --- ---- ---
<S> <C> <C> <C> <C> <C> <C>
First $ 24.50 $ 21.00 $ 19.50 $ 15.50 $ 16.00 $ 15.25
Second 35.00 23.50 20.00 18.50 16.25 15.25
Third 35.50 32.50 21.00 19.00 16.25 15.25
Fourth NA NA 22.75 19.50 16.38 14.75
</TABLE>
The Company may pay dividends on common stock only from consolidated net
earnings available for distribution which were $1,382,000 as of March 31, 1995.
Payment of dividends to common stockholders is made at the discretion of the
Company's Board of Directors and depends, among other factors, on earnings,
capital requirements, operating and financial condition of the Company. The
Company has not declared or paid a common dividend in many years.
Exhibit 21
LIST OF SUBSIDIARIES
The following is a listing of subsidiaries 100% owned by Seneca Foods
Corporation, directly or indirectly:
Name State
Marion Foods, Inc. New York
Seneca Foods International, Ltd. New York
SSP Company, Inc. Massachusetts
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
SENECA FOODS CORPORATION
By/s/ Jeffrey L. Van Riper June 22, 1995
--------------------
Jeffrey L. Van Riper
Controller and Secretary
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated:
Signature Title Date
/s/Arthur S. Wolcott Chairman and Director June 22, 1995
- --------------------
Arthur S. Wolcott
/s/Kraig H. Kayser President, Chief Executive Officer, June 22, 1995
- ------------------
Kraig H. Kayser and Director
/s/Devra A. Bevona Treasurer June 22, 1995
Devra A. Bevona
/s/Jeffrey L. Van Riper Controller and Secretary June 22, 1995
- -----------------------
Jeffrey L. Van Riper (Principal Accounting Officer)
/s/Robert T. Brady Director June 22, 1995
- ---------------------
Robert T. Brady
/s/David L. Call Director June 22, 1995
- ----------------------
David L. Call
<PAGE>
Continued
Signature Title Date
/s/Edward O. Gaylord Director June 22, 1995
- -----------------------
Edward O. Gaylord
/s/G. Brymer Humphreys Director June 22, 1995
- -----------------------
G. Brymer Humphreys
/s/Michael A. Schaeffer Director June 22, 1995
- -----------------------
Michael A. Schaeffer
/s/Susan W. Stuart Director June 22, 1995
- -----------------------
Susan W. Stuart
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Commercial and Industrial Companies
Article 5 of Regulation S-X
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 8-MOS
<FISCAL-YEAR-END> MAR-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 26538
<SECURITIES> 0
<RECEIVABLES> 32828
<ALLOWANCES> 227
<INVENTORY> 132404
<CURRENT-ASSETS> 194277
<PP&E> 286653
<DEPRECIATION> 106935
<TOTAL-ASSETS> 381726
<CURRENT-LIABILITIES> 61407
<BONDS> 221480
<COMMON> 1880
0
70
<OTHER-SE> 85399
<TOTAL-LIABILITY-AND-EQUITY> 381726
<SALES> 234073
<TOTAL-REVENUES> 234073
<CGS> 202285
<TOTAL-COSTS> 202285
<OTHER-EXPENSES> 23620
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6296
<INCOME-PRETAX> 1872
<INCOME-TAX> 688
<INCOME-CONTINUING> 1184
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1184
<EPS-PRIMARY> 0.42
<EPS-DILUTED> 0.42
</TABLE>
