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, 2002
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, 2002 AND 2001
Bobbitt, Pittenger & Company, P.A.
SENECA FOODS CORPORATION
EMPLOYEES' SAVINGS PLAN
CONTENTS
PAGE
FINANCIAL STATEMENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 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 8
June 12, 2003
Seneca Foods Corporation
Employees' Savings Plan
Williamsburg, New York
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
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, 2002 and 2001, 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 auditing standards generally accepted
in the United States of America. 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, 2002 and 2001, 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 schedule 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 schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is 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,
------------
2002 2001
---- ----
ASSETS
INVESTMENTS:
At fair value:
MFS Total Return $ 6,044,205 $ 5,960,127
Growth and Income Fund 4,551,818 5,358,678
Stock Index Fund 4,126,358 4,669,053
Stable Value Fund 4,621,127 3,808,973
Seneca Foods Corp. common stock 4,424,816 3,561,620
International Fund 572,119 583,068
Balanced Fund 268
Total investments 24,340,711 23,941,519
LOANS RECEIVABLE 143,664 139,441
CONTRIBUTIONS RECEIVABLE
Employer 440,293 845,709
Employee 81,920
Total contributions receivable 522,213 845,709
NET ASSETS AVAILABLE FOR BENEFITS $25,006,588 $24,926,669
See notes to financial statements.
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Certified Public Accountants
SENECA FOODS CORPORATION
EMPLOYEES' SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
Year Ended December 31,
-----------------------
2002 2001
---- ----
ADDITIONS
Participant contributions $ 3,836,648 $ 3,841,726
Employer contributions 477,386 870,781
Net depreciation in fair value
of investments (2,892,639) (1,863,194)
Interest and dividend income 433,968 439,756
Total additions 1,855,363 3,289,069
DEDUCTIONS
Withdrawals by participants (1,775,444) (1,577,093)
NET INCREASE 79,919 1,711,976
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 24,926,669 23,214,693
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $25,006,588 $24,926,669
See notes to financial statements.
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SENECA FOODS CORPORATION
EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002 AND 2001
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").
Contributions
Participants may elect to contribute, on a pro-tax basis (elective deferrals),
from 1% to 15% of their compensation up to a maximum of $11,000 for the year
ending December 31, 2002. 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, 2002 the Company
contributed twenty-five percent of the first four percent of base compensation
that a participant contributes to the Plan. The Company contributions are
invested directly in Seneca Foods Corporation common stock 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.
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 $3,500.
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.
-4-
SENECA FOODS CORPORATION
EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE A - DESCRIPTION OF PLAN (CONTINUED)
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.
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. Participant-directed investments may be made in the following funds:
(1) Scudder Stable Value Fund; (2) Scudder Balanced Fund; (3) Scudder Growth and
Income Fund; (4) Scudder Value Fund; (5) Scudder International Fund; (6) Scudder
Stock Index Fund, (7) MFS Total Return Fund, and (8) Seneca Foods Corp. Company
Stock (see Note G).
Payment of Benefits
Benefits are recorded when paid. As of December 31, 2002, net assets available
for benefits included benefits of $1,850,614 due to participants who have
withdrawn from participation in the Plan.
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.
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.
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SENECA FOODS CORPORATION
EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE D - INVESTMENTS
The following presents investments that represent 5 percent or more of the Plan's net assets at December 31:
2002 2001
---- ----
MFS Total Return $6,044,205 $5,960,127
Growth and Income Fund 4,551,818 5,358,678
Stock Index Fund 4,126,358 4,669,053
Stable Value Fund 4,621,127 3,808,973
Seneca Foods Corp. common stock 4,424,816* 3,561,620*
* Nonparticipant-directed
During 2002, the Plan's investments (including gains and losses on investments bought and sold, as well as held
during the year) changed in value as follows:
Mutual funds $(3,079,427)
Common stock 186,788
-----------
$(2,892,639)
===========
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:
2002 2001
---- ----
Net assets:
Seneca Foods Corp. common stock $4,424,816 $3,561,620
========== ==========
Changes in net assets:
Contributions $1,015,533 $1,044,895
Net appreciation in fair value 186,788 151,822
Withdrawals by participants (54,720) (62,485)
Net transfers to participant-directed investments (284,405) (192,900)
---------- ----------
$ 863,196 $ 941,332
========== ==========
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SENECA FOODS CORPORATION
EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE F - RECONCILIATION OF FINANCIAL STATEMENTS
TO SCHEDULE H OF FORM 5500
Form 5500 for 2002 was prepared using the cash basis method of accounting. The
financial statements have been prepared on the accrual basis method of
accounting.
The following is a reconciliation of net assets available for benefits per the
financial statements at December 31, 2002 to Schedule H of the Form 5500:
Net assets available for benefits
per the financial statements $25,006,588
Less employer accounts receivable included
in financial statements (440,293)
Less employee accounts receivable included
in financial statements (81,920)
-----------
Net assets available for benefits per
Schedule H of form 5500 $24,484,375
===========
NOTE G - SUBSEQUENT EVENT
Effective January 1, 2003 the Company changed the trustee of the Plan. Some
investment options offered under the Plan were changed due to the appointment of
the new trustee. Participant holdings in funds available only through the
previous trustee were liquidated and transferred to the successor trustee and
invested in the new options.
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SUPPLEMENTAL SCHEDULE
SENECA FOODS CORPORATION
EMPLOYEES' SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 2002
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 $ 6,520,650 $ 6,044,205
Balanced Fund 278 268
Growth and Income Fund 6,724,694 4,551,818
Stock Index Fund 5,764,983 4,126,358
Stable Value Fund 4,602,596 4,621,127
International Fund 847,743 572,119
Seneca Foods Corp.
Company Stock Common stock 3,851,429 4,424,816
Loan Fund Average interest rate of 7.25% 143,664 143,664
----------- -----------
TOTAL ASSETS HELD FOR
INVESTMENT PURPOSES $28,456,037 $24,484,375
=========== ===========
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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 25, 2003 Kraig H. Kayser
Sponsor of Seneca Foods
Corporation Employees'
Savings Plan