SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Year Ended December 31, 2004
Seneca Foods Corporation Employees' Savings Plan
(Full title of the Plan)
Seneca Foods Corporation
(Name of issuer of the securities held pursuant to the Plan)
3736 South Main Street, Marion, New York 14505
(Address of principal executive office)
REQUIRED INFORMATION
1. Plan financial statements and schedules examined by an independent
accountant prepared in accordance with financial reporting requirements
of ERISA.
See accompanying index on page 3.
2. Signature
SENECA FOODS CORPORATION
EMPLOYEES' SAVINGS PLAN
REPORT ON AUDITS OF FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
FOR THE YEARS ENDED
DECEMBER 31, 2004 AND 2003
Bobbitt, Pittenger & Company, P.A.
SENECA FOODS CORPORATION
EMPLOYEES' SAVINGS PLAN
CONTENTS
PAGE
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FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 1
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS 2
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS 3
NOTES TO FINANCIAL STATEMENTS 4
SUPPLEMENTAL SCHEDULE
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES 9
June 18, 2005
Seneca Foods Corporation
Employees' Savings Plan
Marion, New York
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have audited the accompanying statements of net assets available for benefits
of the Seneca Foods Corporation Employees' Savings Plan ("the Plan") as of
December 31, 2004 and 2003, and the related statements of changes in net assets
available for benefits for the years then ended. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits 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, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2004 and 2003, and the changes in net assets available for benefits
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
foregoing Table of Contents is presented for the purpose of additional analysis
and is not a required part of the basic financial statements but is
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedules are the responsibility of the
Plan's management. The supplemental schedules have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.
/s/Bobbitt, Pittenger & Company, P.A.
Certified Public Accountants
SENECA FOODS CORPORATION
EMPLOYEES' SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31,
2004 2003
---- ----
ASSETS
INVESTMENTS:
At fair value:
MFS Total Return Fund A $15,747,651 $ 7,266,908
U.S. Bank Stable Asset Fund 9,285,374 5,301,586
First American Equity Index Fund Y 8,804,095 5,633,369
Federated Capital Appreciation Fund A 7,357,346 6,225,592
Seneca Foods Corporation Employer Stock Fund 7,074,450 6,935,546
Dreyfus Mid-Cap Index Fund 3,481,835 329,388
Massachusetts Investors Growth Fund A 3,273,860 119,998
Strong Small Cap Value Fund 3,029,716 364,334
First American Intermediate Term Bond Fund A 2,803,229 198,190
Dreyfus International Stock Index 2,527,809 917,069
MFS Value Fund A 818,918 175,301
Principal cash 5,327
----------- ------------
Total investments 64,209,610 33,467,281
----------- ------------
LOANS RECEIVABLE 620,503 125,549
CONTRIBUTIONS RECEIVABLE
Employer 1,519,172 961,864
Employee 91,749 70,908
----------- -----------
Total contributions receivable 1,610,921 1,032,772
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $66,441,034 $34,625,602
=========== ===========
See notes to the financial statements.
-2-
SENECA FOODS CORPORATION
EMPLOYEES' SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
Year Ended December 31,
2004 2003
---- ----
ADDITIONS:
Additions to net assets attributed to:
Net appreciation in
fair value of investments $ 1,758,037 $ 5,376,353
Interest and dividend income 441,560 312,835
Contributions:
Participant 4,485,808 4,095,554
Employer 1,519,832 972,538
Transfer of assets 25,486,344
------------ -----------
Total additions 33,691,581 10,757,280
DEDUCTIONS:
Deductions from net assets attributed to:
Withdrawals by participants/other (1,868,326) (1,138,266)
Other expenses (7,823)
------------- -----------
(1,876,149) (1,138,266)
NET INCREASE 31,815,432 9,619,014
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 34,625,602 25,006,588
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $66,441,034 $34,625,602
=========== ===========
See notes to the financial statements.
-3-
SENECA FOODS CORPORATION
EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004 AND 2003
NOTE A - DESCRIPTION OF PLAN
The following description of Seneca Foods Corporation Employees' Savings Plan
("the Plan") provides only general information. Participants should refer to the
Plan Agreement for a more complete description of the Plan's provisions.
General
The Plan is a defined contribution plan intended to qualify as a cash or
deferred arrangement under Section 401(k) of the Internal Revenue Code.
Substantially all employees of Seneca Foods Corporation ("the Company") are
eligible to participate after completion of twelve months employment and
attainment of age twenty-one. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA").
On December 16, 2004, the Seneca Foods, L.L.C. 401(k) Retirement Savings Plan
(formerly the Chiquita Processed Foods 401(k) Plan) merged into the Seneca Foods
Corporation Employee Savings Plan. As a result, all investments in mutual funds
and participant loans were transferred from Seneca Foods, L.L.C. 401(k)
Retirement Savings Plan to the Seneca Foods Corporation Employee Savings Plan on
that date.
Contributions
Participants may elect to contribute, on a pre-tax basis (elective deferrals),
from 1% to 60% of their compensation up to regulatory maximums. Participants may
also contribute amounts representing distributions from other qualified defined
benefit or contribution plans. The Company may contribute additional amounts at
the discretion of the Company's Board of Directors. During the year ended
December 31, 2004 the Company contributed fifty percent of the first four
percent of base compensation that a participant contributed to the Plan. The
Company contributions are invested directly in Seneca Foods Corporation Employer
Stock Fund and are allocated to participants based on the participants pro rata
share of total participating payroll.
Vesting
Participants are immediately vested in all elective contributions and related
earnings. Matching contributions made by the Plan sponsor fully vest after a
service period of five years.
Participant Loans
Participants may borrow from their fund accounts a minimum of $1,000 up to a
maximum equal to the lesser of $50,000 or 50 percent of their account balance.
The loans are secured by the balance in the participant's account and bear a
reasonable rate of interest, as determined by the Company. Principal and
interest is paid through monthly payroll deductions. The term of the loan should
not exceed five years except in the case of a loan used to acquire a dwelling
unit that is to be the principal residence of the participant.
-4-
SENECA FOODS
CORPORATION EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE A - DESCRIPTION OF PLAN (CONTINUED)
Payment of Benefits
After termination of service, the participant's account balance is generally
distributed in a lump sum if the balance is less than $5,000. Benefits are
recorded when paid.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and/or to terminate
the Plan subject to the provisions of ERISA. In the event of plan termination,
the Administrator shall determine the method of distribution of the
participants' accounts in accordance with the provisions of the plan.
Participant Accounts
Each participants' account is credited with the participants' contribution and
allocations of (a) additional Company contributions, if any, and (b) Plan
earnings. Allocations are based on participant earnings or account balances, as
defined. The benefit to which a participant is entitled is the benefit that can
be provided from the participants' vested account.
Forfeited Accounts
At December 31, 2004 forfeited non-vested accounts totaled approximately
$84,000. These accounts were used to reduce employer contributions.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements have been prepared on the accrual basis of
accounting.
Valuation of Investments
All investments are valued at fair value as determined by quoted market prices.
Current year increases or decreases in market value are recognized as investment
appreciation or depreciation. All security transactions are recorded as of the
trade date.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of additions and deductions during the reporting period.
Actual results could differ from those estimates.
-5-
SENECA FOODS CORPORATION
EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE C - TAX STATUS
The Internal Revenue Service has determined and informed the Company by a letter
dated April 30, 1999, that the Plan is designed in accordance with applicable
sections of the Internal Revenue Code. The Plan has been amended since receiving
the determination letter. However, the Plan administrator and the Plan's tax
counsel believe that the plan is currently designed and being operated in
compliance with applicable requirements of the Internal Revenue Code. Therefore,
no provision for income taxes has been included in the Plan's financial
statements.
NOTE D - INVESTMENTS
The following presents investments that represent 5 percent or more of the
Plan's net assets at December 31:
2004 2003
---- ----
MFS Total Return Fund $15,747,651 $7,266,908
U.S. Bank Stable Asset Fund 9,285,374 5,301,586
First American Equity Index Fund Y 8,804,095 5,633,369
Federated Capital Appreciation Fund A 7,357,346 6,225,592
Seneca Foods Corporation Employer Stock Fund 7,074,450* 6,935,546*
Dreyfus Mid-Cap Index Fund 3,481,835
Massachusetts Investors Growth Fund A 3,273,860
Strong Small Cap Value Fund 3,029,716
First America Intermediate Term Bond Fund A 2,803,229
* Nonparticipant-directed
During 2004, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) appreciated in value as
follows:
Mutual funds $1,963,592
Collective investment funds (205,555)
----------
$1,758,037
==========
-6-
SENECA FOODS CORPORATION
EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE E - NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the net assets and the significant components of the changes
in net assets relating to the nonparticipant-directed investments is as follows
at December 31:
2004 2003
---- ----
Net assets:
Seneca Foods Corporation
Employer Stock Fund $7,074,450 $6,935,546
========== ==========
Changes in net assets:
Contributions $1,182,334 $ 715,393
Net (depreciation) appreciation
in fair value (652,905) 2,041,472
Withdrawals by participants (390,525) (246,135)
----------- ----------
$ 138,904 $2,510,730
=========== ==========
The following is a reconciliation of net assets available for benefits per the
financial statements to Schedule H of Form 5500 at December 31:
2004 2003
---- ----
Net assets available for benefits
per the financial statements $66,441,034 $34,625,602
Contributions receivable (1,610,921) (1,032,772)
----------- -----------
Net assets available for benefits
Per Schedule H to the Form 5500 $64,830,113 $33,592,830
=========== ===========
The following is a reconciliation of contributions received per the financial
statements for the year ended December 31 to the Schedule H of For 5500:
2004 2003
---- ----
Contributions per the financial statement $6,005,640 $5,068,092
Contributions receivable (1,610,921) (1,032,772)
Contributions accrued in prior year 1,032,772 522,213
---------- ----------
Contributions per Schedule H to the Form 5500 $5,427,491 $4,557,533
========== ==========
-7-
SUPPLEMENTAL SCHEDULE
SENECA FOODS CORPORATION
EMPLOYEES' SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 2004
Description of Investment
Identity of Issue, Including Maturity Date,
Borrower, Lessor Rate of Interest, Collateral, Current
or Similar Party Par or Maturity Value Cost Value
------------------- ------------------------------ ---- --------
Mutual Funds MFS Total Return Fund A $ $ 15,747,651
Federated Capital Appreciation
Fund A 7,357,346
First American Equity Index
Fund Y 8,804,095
Strong Small Cap Value Fund 3,029,716
Dreyfus International Stock
Index Fund 2,527,809
Dreyfus Mid Cap Index Fund 3,481,835
First American Intermediate
Term Bond Fund A 2,803,229
MFS Value Fund A 818,918
Massachusetts Investors
Growth Fund A 3,273,860
Contribution Account 5,327
Collective Investment
Funds Seneca Foods Corporation
Employer Stock Fund 5,500,294 7,074,450**
U.S. Bank Stable Asset Fund 9,285,374
Participant Loans Interest rates 5% - 9.25% 620,503
** non-participant directed
-8-
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees have duly caused this annual report to be signed on its behalf by the
undersigned thereunto duly authorized.
Seneca Foods Corporation
Employees' Savings Plan
(Name of Plan)
/s/Kraig H. Kayser
-----------------------
June 29, 2005 Kraig H. Kayser
Sponsor of Seneca Foods
Corporation Employees'
Savings Plan