New York
(State or Other Jurisdiction of Incorporation)
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0-01989
(Commission File Number)
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16-0733425
(IRS Employer Identification No.)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Exhibit 99.1
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Press Release dated May 25, 2017 announcing Seneca Foods Corporation's results of operations for fourth quarter and year ended March 31, 2017.
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§ |
Net sales decreased 2.3% to $1,245.7 million.
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The decrease in sales attributed to unfavorable sales mix and lower selling price variance of $86.9 million partially offset by favorable sales volume variance of $57.2 million.
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The favorable sales volume variance was primarily due to the Gray acquisition in the third quarter of 2016.
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Net earnings decreased to $12.6 million or $1.27 per diluted share.
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A significant portion of the net earnings comparative decline was attributable to a non-recurring gain of $24.3 million in the prior year.
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Net sales decreased $37.6 million, or 12.4% to $266.1 million.
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The decrease in sales attributed to an unfavorable sales volume variance of $11.1 million and an unfavorable sales mix and lower selling price variance of $26.5 million. The volume decline is in part attributable to the timing of Easter this year versus the prior year.
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Net earnings decreased to a loss of $(1.7) million or $(0.17) per diluted share.
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Quarter Ended
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Twelve Months Ended
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|||||||||||||||
In millions
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In millions
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|||||||||||||||
3/31/2017
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3/31/2016
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3/31/2017
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3/31/2016
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|||||||||||||
FY 2017
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FY 2016
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FY 2017
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FY 2016
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|||||||||||||
Operating income, as reported:
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$
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2.4
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$
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22.1
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$
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29.1
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$
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88.5
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||||||||
LIFO credit
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(6.5
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)
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(11.5
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)
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(6.0
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)
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(24.8
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)
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||||||||
Plant restructuring (credit) charge
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(0.9
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)
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0.7
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1.8
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10.3
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|||||||||||
Operating (loss) income, excluding LIFO and plant restructuring impact
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$
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(5.0
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)
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$
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11.3
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$
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24.9
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$
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74.0
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Year Ended
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||||||||
EBITDA and FIFO EBITDA:
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March 31, 2017
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March 31, 2016
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||||||
(In thousands)
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||||||||
Net earnings
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$
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12,613
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$
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54,458
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||||
Income tax expense
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7,414
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25,999
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||||||
Interest expense, net of interest income
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9,672
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8,044
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||||||
Depreciation and amortization
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24,824
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21,737
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Interest amortization
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(340
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)
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(300
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)
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||||
EBITDA
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54,183
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109,938
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||||||
LIFO credit
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(6,021
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)
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(24,792
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)
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FIFO EBITDA
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$
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48,162
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$
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85,146
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·
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general economic and business conditions;
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·
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cost and availability of commodities and other raw materials such as vegetables, steel and packaging materials;
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·
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transportation costs;
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·
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climate and weather affecting growing conditions and crop yields;
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·
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availability of financing;
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·
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leverage and the Company's ability to service and reduce its debt;
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·
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foreign currency exchange and interest rate fluctuations;
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·
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effectiveness of the Company's marketing and trade promotion programs;
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·
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changing consumer preferences;
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·
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competition;
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·
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product liability claims;
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·
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the loss of significant customers or a substantial reduction in orders from these customers;
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·
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changes in, or the failure or inability to comply with, United States, foreign and local governmental regulations, including environmental and health and safety regulations; and
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·
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other risks detailed from time to time in the reports filed by the Company with the SEC.
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Seneca Foods Corporation
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||||||||||||||||
Unaudited Condensed Consolidated Statements of Net Earnings
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||||||||||||||||
For the Periods Ended March 31, 2017 and 2016
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(In thousands of dollars, except share data)
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Quarter
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Year-to-Date
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Fiscal 2017
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Fiscal 2016
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Fiscal 2017
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Fiscal 2016
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Net sales
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$
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266,115
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$
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303,702
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$
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1,245,681
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$
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1,275,360
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||||||||
Plant restructuring (credit) expense (note 2)
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$
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(949
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)
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$
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744
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$
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1,829
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$
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10,302
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|||||||
Other operating (expense) income net (note 3)
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$
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(1,265
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)
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$
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371
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$
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(2,437
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)
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$
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24,971
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||||||
Operating income (note 1)
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$
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2,432
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$
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22,108
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$
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29,121
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$
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88,549
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||||||||
(Earnings) Loss from equity investment
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(78
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)
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(84
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)
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(578
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)
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48
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|||||||||
Interest expense, net
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2,963
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2,272
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9,672
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8,044
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Earnings before income taxes
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$
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(453
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)
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$
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19,920
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$
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20,027
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$
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80,457
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|||||||
Income taxes expense
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1,197
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6,075
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7,414
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25,999
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||||||||||||
Net (loss) earnings
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$
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(1,650
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)
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$
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13,845
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$
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12,613
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$
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54,458
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|||||||
(Loss) earnings attributable to common stock (note 4)
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(1,641
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)
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13,712
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12,475
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53,891
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Basic (loss) earnings per share
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$
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(0.17
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)
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$
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1.39
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$
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1.27
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$
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5.46
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Diluted (loss) earnings per share
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$
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(0.17
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)
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$
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1.38
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$
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1.27
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$
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5.42
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Weighted average shares outstanding basic
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9,771,116
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9,839,528
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9,785,455
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9,878,252
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||||||||||||
Weighted average shares outstanding diluted
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9,840,945
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9,909,710
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9,855,284
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9,948,434
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Note 1: The effect of the LIFO inventory valuation method on fourth quarter pre-tax results increased operating earnings by $6,455,000 for
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the three month period ended March 31, 2017 and increased operating earnings by $11,543,000 for the three month period ended March
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31, 2016. The effect of the LIFO inventory valuation method on year-to-date pre-tax results increased operating earnings by
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$6,021,000 for the twelve month period ended March 31, 2017 and increased operating earnings by $24,792,000 for the twelve month period
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ended March 31, 2016.
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Note 2: The twelve month period ended March 31, 2017 included a restructuring charge primarily for severance and moving costs of $1,829,000.
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The twelve month period ended March 31, 2016 included a restructuring charge for plant closure costs of $10,302,000.
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Note 3: Other loss for the twelve month period ended March 31, 2017 of $2,437,000 represents a charge for $1,160,000 related to some costs incurred
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due to some roof collapses as a result of heavy snowfall at at Northwest plant, a charge for impairment of a long-term asset of $1,052,000, a
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net loss on the sale of unused fixed assets of $177,000 and other minor items.
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Other operating income for the twelve month period ended March 31, 2016 of $24,971,000 represents a $24,275,000 assignment credit related to
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the relationship transfer agreement among General Mills, B & G Foods and the Company, a $200,000 credit related to a contingency accrual for
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Prop 65, net gain on the sale of unused fixed assets of $432,000 and a credit of $64,000 related to an adjustment to an environmental accrual.
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Note 4: The Company uses the "two-class" method for basic earnings per share by dividing the earnings attributable to common shareholders
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by the weighted average of common shares outstanding during the period.
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#######
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