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Previous: SELAS CORP OF AMERICA, 10-Q, EX-27, 2000-11-13 |
Next: SENECA FOODS CORP /NY/, 10-Q, EX-11, 2000-11-13 |
<PAGE>
Form 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended September 30, 2000 Commission File Number 0-1989
------------------ ------
Seneca Foods Corporation
------------------------
(Exact name of Company as specified in its charter)
New York 16-0733425
-------- ----------
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
1162 Pittsford-Victor Road, Pittsford, New York 14534
----------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Company's telephone number, including area code 716/385-9500
------------
Not Applicable
--------------
Former name, former address and former fiscal year,
if changed since last report
Check mark indicates whether Company (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Act of 1934 during the preceding
12 months (or for such shorter period that the Company was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.
Yes X No
------ -------
The number of shares outstanding of each of the issuer's classes of common stock
at the latest practical date are:
Class Shares Outstanding at October 31, 2000
----- --------------------------------------
Common Stock Class A, $.25 Par 3,809,520
Common Stock Class B, $.25 Par 2,767,357
<PAGE>
<TABLE>
PART I FINANCIAL INFORMATION
SENECA FOODS CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(In Thousands of Dollars)
<CAPTION>
9/30/00 3/31/00
------- -------
<S> <C> <C>
ASSETS
Current Assets:
Cash and Short-term Investments $ 2,183 $ 11,348
Accounts Receivable, Net 47,425 31,702
Inventories:
Finished Goods 351,909 156,349
Work in Process 36,994 4,610
Raw Materials 31,623 42,214
------- -------
420,526 203,173
Off-Season Reserve (Note 3) (46,825) -
Deferred Tax Asset (Net) 4,811 4,812
Refundable Income Taxes 41 -
Other Current Assets 1,267 528
-------- --------
Total Current Assets 429,428 251,563
Property, Plant and Equipment, Net 177,626 179,146
Other Assets 4,399 7,831
-------- --------
$611,453 $438,540
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes Payable $ 44,640 $ -
Accounts Payable 166,915 48,699
Accrued Expenses 30,721 25,033
Income Taxes - 645
Current Portion of Long-Term Debt and Capital
Lease Obligations 8,520 8,214
-------- --------
Total Current Liabilities 250,796 82,591
Long-Term Debt 181,907 182,468
Capital Lease Obligations 7,500 7,500
Deferred Income Taxes 10,279 8,383
Other Long-Term Liabilities 8,657 8,599
10% Preferred Stock, Series A, Voting, Cumulative,
Convertible, $.025 Par Value Per Share 10 10
10% Preferred Stock, Series B, Voting, Cumulative,
Convertible, $.025 Par Value Per Share 10 10
6% Preferred Stock, Voting, Cumulative, $.25 Par Value 50 50
Convertible, Participating Preferred Stock, $12
Stated Value 42,726 42,870
Common Stock 2,824 2,822
Paid in Capital 13,501 13,359
Accumulated Other Comprehensive Income 975 991
Retained Earnings 92,218 88,887
-------- --------
Stockholders' Equity 152,314 148,999
-------- --------
$611,453 $438,540
======== ========
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
SENECA FOODS CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
(In Thousands, except Share Data)
<CAPTION>
Three Months Ended
9/30/00 10/2/99
------- -------
<S> <C> <C>
Net Sales $ 183,181 $ 181,451
Costs and Expenses:
Cost of Product Sold 169,588 171,508
Selling, General, and Administrative 5,976 5,429
Interest Expense 4,409 4,006
------------------ -----------------
Total Costs and Expenses 179,973 180,943
------------------ -----------------
Earnings Before Income Taxes 3,208 508
Income Taxes 1,155 183
------------------ -----------------
Net Earnings $ 2,053 $ 325
================= ================
Basic:
Earnings Per Common Share $ .31 $ .05
================= ================
Diluted:
Earnings Per Common Share $ .20 $ .03
================= ================
<FN>
The accompanying notes are an integral part of these condensed financial
statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
SENECA FOODS CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
(In Thousands, except Share Data)
<CAPTION>
Six Months Ended
9/30/00 10/2/99
------- -------
<S> <C> <C>
Net Sales $ 311,008 $ 269,186
Other Income 1,151 965
------------------ -----------------
312,159 270,151
Costs and Expenses:
Cost of Product Sold 285,812 250,712
Selling, General, and Administrative 12,047 10,769
Interest Expense 9,077 8,108
------------------ -----------------
Total Costs and Expenses 306,936 269,589
------------------ -----------------
Earnings Before Income Taxes 5,223 562
Income Taxes 1,880 202
------------------ -----------------
Net Earnings $ 3,343 $ 360
================= ================
Basic:
Earnings Per Common Share $ .51 $ .05
================== =================
Diluted:
Earnings Per Common Share $ .33 $ .04
================== =================
<FN>
The accompanying notes are an integral part of these condensed financial
statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
SENECA FOODS CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(In Thousands)
<CAPTION>
Six Months Ended
9/30/00 10/2/99
------- -------
<S> <C> <C>
Cash Flows From Operating Activities:
Net Earnings $ 3,343 $ 360
Adjustments to Reconcile Net Earnings
to Net Cash Used by Operating Activities:
Depreciation and Amortization 11,747 11,501
Deferred Income Taxes 1,881 203
Gain on Sale of Assets (1,151) (965)
Changes in Working Capital:
Accounts Receivable (15,723) (4,406)
Inventories (217,353) (189,856)
Off-Season Reserve 46,825 60,436
Other Current Assets (739) 20
Income Taxes (686) (414)
Accounts Payable,
Accrued Expenses and Other 123,962 109,928
------------------ -----------------
Net Cash Used
by Operations (47,894) (13,193)
------------------ -----------------
Cash Flows From Investing Activities:
Additions to Property, Plant,
and Equipment (11,757) (7,638)
Disposals 166 167
Escrow Fund 3,423 -
Proceed from the Sale of Assets 2,514 1,800
------------------ -----------------
Net Cash Used in Investing
Activities (5,654) (5,671)
------------------ -----------------
Cash Flows From Financing Activities:
Notes Payable 44,640 -
Payments and Current Portion of Long-Term
Debt and Capital Lease Obligations (255) (621)
Other 10 (5)
Dividends (12) (12)
------------------ -----------------
Net Cash Provided by (Used in)
Financing Activities 44,383 (638)
------------------ -----------------
Net Decrease in Cash and Short-
Term Investments (9,165) (19,502)
Cash and Short-Term Investments,
Beginning of Period 11,348 31,003
------------------ -----------------
Cash and Short-Term Investments,
End of Period $ 2,183 $ 11,501
================== ==================
<FN>
The accompanying notes are an integral part of these condensed financial
statements.
</FN>
</TABLE>
<PAGE>
SENECA FOODS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
September 30, 2000
1. Consolidated Condensed Financial Statements
In the opinion of management, the accompanying unaudited consolidated
condensed financial statements contain all adjustments, which are normal
and recurring in nature, necessary to present fairly the financial
position of the Company as of September 30, 2000 and results of
operations for the three and six month periods ended September 30, 2000
and October 2, 1999. All significant intercompany transactions and
accounts have been eliminated in consolidation. The March 31, 2000
balance sheet was derived from audited financial statements.
The results of operations for the three and six month periods ended
September 30, 2000 and October 2, 1999 are not necessarily indicative of
the results to be expected for the full year.
The accounting policies followed by the Company are set forth in Note 1
to the Company's financial statements in the 2000 Seneca Foods
Corporation Annual Report and 10-K.
Other footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that these consolidated
condensed financial statements be read in conjunction with the financial
statements and notes included in the Company's 2000 Annual Report and
10-K.
2. Off-Season Reserve is the excess of absorbed expenses over incurred
expenses to date. The seasonal nature of the Company's Food Processing
business results in a timing difference between expenses (primarily
overhead expenses) incurred and absorbed into product cost. All
Off-Season Reserve balances are zero at fiscal year end.
3. Comprehensive income consisted solely of Net Earnings and Net Unrealized
Gain Change on Moog, Inc. Stock. The following table provides the results
for the periods presented:
Six Months Ended
September 30, 2000
and October 2, 1999
2000 1999
---- ----
Net Earnings $3,343 $360
Other Comprehensive Earnings, Net of Tax:
Net Unrealized (Loss) Gain Change on
Moog, Inc. Stock (16) 114
--------------------
Comprehensive Earnings $3,327 $474
====================
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION RESULTS OF OPERATIONS
September 30, 2000
Results of Operations:
Sales:
Sales reflect an increase of 1.0% for the second quarter versus 1999.
Non-Alliance vegetable sales dollars were up 12.1%. The Company's Alliance
business sales dollars were down 7.1%.
Costs and Expenses:
The following table shows costs and expenses as a percentage of sales:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
-------------------- ----------------
9/30/00 10/2/99 9/30/00 10/2/99
------- ------- ------- -------
<S> <C> <C> <C> <C>
Cost of Product Sold 92.5% 94.6% 91.9% 93.1%
Selling 2.6 2.2 3.2 3.0
Administrative 0.7 0.7 0.7 1.0
Interest Expense 2.4 2.2 2.9 3.0
---------------------------------------------------
98.2% 99.7% 98.7% 100.1%
====================================================
</TABLE>
Improved selling prices as compared to the prior year, especially in the Food
Service business, were a major contributing factor to improved profitability.
Income Taxes:
The effective tax rate used in fiscal 2000 is 36% and 1999 is 35%.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
September 30, 2000
Financial Condition:
The financial condition of the Company is summarized in the following table and
explanatory review (In Thousands):
<TABLE>
<CAPTION>
For the Quarter For the Year
Ended September Ended March
--------------- -----------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Working Capital Balance $178,632 $172,867 $168,972 $167,435
Quarter Change 5,165 3,029 - -
Notes Payable 44,640 - - -
Long-Term Debt 189,407 187,369 189,968 187,904
Current Ratio 1.71:1 2.05:1 3.05:1 3.98:1
</TABLE>
The change in the Working Capital for the September 2000 quarter from the
September 1999 quarter is largely due to higher earnings in the current year
quarter than the prior year quarter ($2,053,000 as compared to $325,000 last
year). For the six months, capital expenditures were $11.8 million in 2000 as
compared to $7.6 million in 1999. In the first six months of 2000, $3.4 million
of these capital expenditures were funded via a capital escrow account, which
was a result of an Industrial Revenue Bond issued last year.
See Consolidated Condensed Statements of Cash Flows for further details.
Quantitative and Qualitative Disclosures about Market Risk:
The Company has not experienced any material changes in Market Risk since our
March 31, 2000 report.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
None.
Item 2. Changes in Securities
---------------------
None.
Item 3. Defaults on Senior Securities
-----------------------------
None.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
None.
Item 5. Other Information
-----------------
None.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
A. Exhibits
11 (11) Computation of earnings per share (filed herewith)
27 (27) Financial Data Schedules (filed herewith)
Reports on Form 8-K - None during the quarter.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Seneca Foods Corporation
------------------------
(Company)
/s/Kraig H. Kayser
------------------------
November 10, 2000 Kraig H. Kayser
President and
Chief Executive Officer
/s/Jeffrey L. Van Riper
------------------------
November 10, 2000 Jeffrey L. Van Riper
Controller and
Chief Accounting Officer
<PAGE>
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