a11k1211.htm
 
UNITED STATES
 
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, 2011
 
 
Commission File Number: 0-01989
 
 
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 SCHEDULE



 
FOR THE YEARS ENDED
DECEMBER 31, 2011 AND 2010












Bobbitt, Pittenger & Company, P.A.

 
 

 

SENECA FOODS CORPORATION EMPLOYEES' SAVINGS PLAN


 
CONTENTS


     PAGE
   

FINANCIAL STATEMENTS

 
     REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  1
   
     STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS   3
   
     STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS  4
   
NOTES TO FINANCIAL STATEMENTS  5
   
 SUPPLEMENTAL SCHEDULE  
   
     SCHEDULE OF ASSETS HELD AT END OF YEAR    12   





 
 

 


Bobbitt, Pittenger & Company, P.A.
Certified Public Accountants
 
June 7, 2012

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 Seneca Foods Corporation Employees' Savings Plan (“the Plan”) as of December 31, 2011 and 2010, and the related statements of changes in net assets available for benefits for the years then ended.  Seneca Foods Corporation Employees' Savings Plan’s management is responsible for these financial statements.  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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating 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, 2011 and 2010, 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 financial statements taken as a whole.  The supplemental schedule of assets held at end of year, referred to as “supplemental information”, is presented for the purpose of additional analysis and is not a required part of the 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.  Such information is the responsibility of the Plan’s management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements.  This information has been subjected to the
 

 
 
1605 Main Street, Suite 1010 Sarasota, FL 34236 Telephone: 941-366-4450 FAX # 941-954-7508
 


 
 

 
Seneca Foods Corporation
June 7, 2012
Page Two




auditing procedures applied in the audits of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the basic financial statements as a whole.
 
/s/Bobbitt, Pittenger & Company, P.A.

Certified Public Accountants

1605 Main Street, Suite 1010 Sarasota, FL 34236 Telephone: 941-366-4450 FAX # 941-954-7508

 
 

 

SENECA FOODS CORPORATION EMPLOYEES' SAVINGS PLAN
       
             
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
       
             
             
             
   
December 31,
 
   
2011
   
2010
 
             
             
ASSETS
           
             
INVESTMENTS:
           
At fair value:
           
Key Guaranteed Portfolio Fund
  $ 21,328,670     $ 18,295,338  
Nuveen Equity Index Fund I
    18,382,581       18,251,389  
Seneca Foods Corporation Employer Stock Fund
    16,302,701       15,785,703  
Oakmark Equity and Income Fund
    16,009,481       15,880,356  
Dodge & Cox Stock Fund
    6,193,414       6,340,183  
PIMCO Real Return Fund
    5,773,789       5,106,759  
Dreyfus International Stock Index
    5,206,085       6,213,179  
Heartland Value Plus
    4,495,719       -  
American Growth Fund R4
    3,817,989       4,254,774  
Dreyfus Mid-Cap Index Fund
    3,366,278       4,008,144  
Columbia Small Cap Index Fund Z
    1,798,793       1,183,512  
Nuveen Mid Cap Growth Opportunity I
    1,669,525       2,100,035  
Black Rock Small Cap Growth Equity
    1,641,035       1,600,654  
Columbia Mid Cap Value Opportunity R4
    1,576,545       1,600,564  
PIMCO Total Return Instl
    1,536,453       1,747,478  
Vanguard Total Bond Market Index
    1,357,806       1,144,993  
Thornburg International Value R4
    961,376       672,422  
Invesco International Growth Fund A
    781,562       332,160  
Keeley Small Cap Value A
    -       5,257,313  
                 
Total investments
    112,199,802       109,774,956  
                 
RECEIVABLES:
               
Employer's contribution
    1,852,762       1,861,984  
Notes receivable from participants
    609,259       648,453  
      2,462,021       2,510,437  
                 
NET ASSETS AVAILABLE FOR BENEFITS
  $ 114,661,823     $ 112,285,393  
                 
                 

See notes to the financial statements.
-3-
 
 

 
SENECA FOODS CORPORATION EMPLOYEES' SAVINGS PLAN
 
             
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
 
FOR THE YEAR ENDED DECEMBER 31,
 
             
             
   
2011
   
2010
 
             
ADDITIONS:
           
             
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
           
Investment income:
           
Net (depreciation) appreciation in fair value of investments
  $ (4,435,100 )   $ 8,678,448  
Interest and dividend income
    3,894,518       2,148,861  
Contributions:
               
Participants
    7,369,232       7,242,760  
Employer
    1,852,593       1,868,081  
                 
Total additions
    8,681,243       19,938,150  
                 
DEDUCTIONS:
               
Deductions from net assets attributed to:
               
Benefits paid to participants
    6,233,780       6,614,763  
Administration expenses
    71,033       61,680  
                 
Total deductions
    6,304,813       6,676,443  
                 
NET INCREASE
    2,376,430       13,261,707  
                 
NET ASSETS AVAILABLE FOR BENEFITS,
               
BEGINNING OF YEAR
    112,285,393       99,023,686  
                 
NET ASSETS AVAILABLE FOR BENEFITS,
               
END OF YEAR
  $ 114,661,823     $ 112,285,393  
                 

See notes to the financial statements.
-4-
 
 

 

SENECA FOODS CORPORATION EMPLOYEES' SAVINGS PLAN
 
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2011 AND 2010

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 eighteen. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").

Contributions

Each year, participants may contribute up to 60 percent of pretax annual compensation, as defined by the Plan. Participants who have attained age 50 before the end of the Plan year are eligible to make catch-up contributions. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. The Plan includes an automatic enrollment feature. Employees who become eligible to participate will receive information about the Plan and the automatic enrollment feature. When the automatic enrollment feature applies, the Company will automatically deduct 2% out of a participant’s compensation and contribute to the Plan. Participants direct the investment of their contributions into various investment options offered by the Plan. If a participant does not elect how to invest their contributions, the contributions will automatically be invested in the investment fund designated by the Company as the default fund. The Plan currently offers various mutual funds and an insurance group annuity contract as investment options for participants. The Company may contribute additional amounts at the discretion of the Company's Board of Directors. The Company contribution is invested directly in the Seneca Foods Corporation Employer Stock Fund and is allocated to participants based on the participants’ pro rata share of total participating payroll. Contributions are subject to certain limitations.

Participant Accounts

Each participant’s account is credited with the participant’s contribution and allocations of (a) the Company’s contributions and (b) Plan earnings, and charged with an allocation of administrative expenses.  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 participant’s vested account.

Vesting

Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company’s contribution portion of their accounts is based on years of continuous service. A participant is 100 percent vested after three years of vesting service.

  -5-
 

 

SENECA FOODS CORPORATION EMPLOYEES' SAVINGS PLAN
 
NOTES TO FINANCIAL STATEMENTS


NOTE A - DESCRIPTION OF PLAN (CONTINUED)

Notes Receivable from Participants

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 vested account balance.  The loans are secured by the balance in the participant’s account and bear interest at rates ranging from 4 percent to 9.5 percent, which are commensurate with local prevailing rates as determined by the Plan.  Principal and interest is paid ratably 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.

Payment of Benefits

On termination of service, a participant may elect to receive an amount equal to the value of the participant’s vested interest in his or her account in a current lump sum. If the balance (not including any rollover account), is equal to or greater than $5,000, a participant may elect to receive a deferred lump sum.

Forfeited Accounts

At December 31, 2011 and 2010 forfeited non-vested accounts totaled approximately $11,000 and $45,000, respectively.  These accounts will be used to reduce future employer contributions.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Date of Management’s Review

Subsequent events were evaluated through June 7, 2012, which is the date the financial statements were issued.

Basis of Accounting

The financial statements of the Plan are prepared on the accrual basis of accounting.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires Plan management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates.


-6-
 
 

 

SENECA FOODS CORPORATION EMPLOYEES' SAVINGS PLAN
 
NOTES TO FINANCIAL STATEMENTS


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Notes Receivable from Participants

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent participant loans are reclassified as distributions based on the terms of the Plan document.

Investment Valuation and Income Recognition

Investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note F for discussion of fair value measurements.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation includes the Plan’s gains and losses on investments bought and sold as well as held during the year.

Payment of Benefits

Benefits are recorded when paid.

Operating Expenses

All expenses of maintaining the Plan are paid by the Company.

NOTE C - TAX STATUS

The Plan obtained its latest determination letter on April 30, 1999, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements 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 the applicable requirements of the Internal Revenue Code.

The Plan administrator believes the Plan is no longer subject to income tax examinations for years prior to 2009.


 
-7- 
 

 





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:

       
2011
   
2010
 
                 
                 
   
Key Guaranteed Portfolio Fund
  $ 21,328,670     $ 18,295,338  
   
Nuveen Equity Index Fund I
    18,382,581       18,251,389  
   
Oakmark Equity and Income Fund
    16,009,481       15,880,356  
  *  
Seneca Foods Corporation Employer Stock Fund
    16,302,701       15,785,703  
     
Dodge & Cox Stock Fund
    6,193,414       6,340,183  
     
Pimco Real Return Fund
    5,773,789       -  
     
Dreyfus International Stock Index
    -       6,213,179  
                       

* Nonparticipant-directed

During 2011 and 2010, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) (depreciated) appreciated in value by $(4,435,100) and $8,678,448, respectively. The (depreciation) appreciation in each fund category is as follows:

   
2011
   
2010
 
             
Mutual funds
  $ (4,435,100 )   $ 8,337,007  
Collective investment funds
    -       341,441  
                 
    $ (4,435,100 )   $ 8,678,448  

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:
 
 
   
2011
   
2010
 
Net assets:
           
Seneca Foods Corporation Employer Stock Fund
  $ 16,302,701     $ 15,785,703  
                 
Changes in net assets:
               
Contributions
  $ 2,064,243     $ 1,966,577  
Net appreciation in fair value
    (632,715)       1,630,706  
Withdrawals by participants
    (914,530 )     (1,658,202 )
                 
    $ 516,998     $ 1,939,081  

 
-8- 
 

 
SENECA FOODS CORPORATION EMPLOYEES' SAVINGS PLAN
 
NOTES TO FINANCIAL STATEMENTS


NOTE F – FAIR VALUE MEASUREMENTS

The Plan’s investments are reported at fair value in the accompanying statement of net assets available for benefits. The methods used to measure fair value may produce an amount that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The fair value measurement accounting literature establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy consists of three broad levels: Level 1 inputs consist of unadjusted quoted prices in active markets for identical assets and have the highest priority, Level 2 inputs consist of observable inputs other than quoted prices for identical assets, and Level 3 inputs are unobservable and have the lowest priority. The Plan uses appropriate valuation techniques based on the available inputs to measure the fair value of its investments. When available, the Plan measures fair value using Level 1 inputs because they generally provide the most reliable evidence of fair value. Level 3 inputs were only used when Level 1 or Level 2 inputs were not available.

Level 1 Fair Value Measurements

The fair value of mutual funds is based on quoted net asset values of the shares held by the Plan at year-end.

Level 2 Fair Value Measurements

The fair value of the Seneca Foods Corporation Employer Stock Fund for which quoted market prices are not available are valued at the underlying asset value of the funds at year-end. The group annuity contract is valued at contract value, which approximates fair value (see Note G).

The following tables set forth, by level within the fair value hierarchy, the Plan’s investments at fair value as of:
 
         
Quoted Prices
       
         
in Active
   
Significant
 
         
Markets For
   
Other
 
         
Identical
   
Observable
 
         
Assets
   
Inputs
 
   
Fair Value
   
(Level 1)
   
(Level 2)
 
                   
December 31, 2011
                 
                   
Mutual funds
  $ 74,568,431     $ 74,568,431     $ -  
Group annuity contract
    21,328,670               21,328,670  
Seneca Foods Corporation
                       
Employer Stock Fund
    16,302,701       -       16,302,701  
    $ 112,199,802     $ 74,568,431     $ 37,631,371  

-9- 
 

 


SENECA FOODS CORPORATION EMPLOYEES' SAVINGS PLAN
 
NOTES TO FINANCIAL STATEMENTS


NOTE F – FAIR VALUE MEASUREMENTS (CONTINUED)

 
         
Quoted Prices
       
         
in Active
   
Significant
 
         
Markets For
   
Other
 
         
Identical
   
Observable
 
         
Assets
   
Inputs
 
   
Fair Value
   
(Level 1)
   
(Level 2)
 
                   
December 31, 2010
                 
                   
Mutual funds
  $ 75,693,915     $ 75,693,915     $ -  
Group annuity contract
    18,295,338               18,295,338  
Seneca Foods Corporation
                       
Employer Stock Fund
    15,785,703       -       15,785,703  
    $ 109,774,956     $ 75,693,915     $ 34,081,041  


NOTE G – GROUP ANNUITY CONTRACT

The Plan has a fully benefit responsive group annuity contract with an insurance company, which is called the Key Guaranteed Portfolio Fund. The insurance company maintains the contributions in a general account, which is credited with earnings and charged for participant withdrawals and administrative expenses. The group annuity contract is included in the financial statements at fair value which is equal to contract value.

Certain events limit the Plan’s ability to transact at contract value with the insurance company. Such events include the following: (1) premature termination of the contracts by the Plan, (2) plant closings, (3) layoffs, (4) Plan termination, (5) bankruptcy, (6) and early retirement incentives. Plan management believes that the occurrence of events that would cause the Plan to transact at less than contract value is not probable. The insurance company may not terminate the contract at any amount less than the contract value.

The insurance company is contractually obligated to pay the principal and specified interest rate that is guaranteed to the Plan. The crediting interest rate is based on a formula agreed upon with the insurance company. Such interest rates are reviewed on a quarterly basis for resetting. The crediting rate of the product will be established based on the earnings of the underlying assets in the entire medium-long term portfolio compared to the minimum interest crediting rate, as stated in the contract, and prevailing market conditions. The average yield earned by the Plan for the group annuity contract is derived by averaging the quarterly gross interest rates for the fund over the year. The average for 2011 and 2010 was 2.68% and 2.40%, respectively. The actual average yield earned by the Plan for the group annuity contract is derived by averaging the Plan’s quarterly interest rates. The average for 2011 and 2010  was 2.68% and 3.05%, respectively.



  -10-
 

 

SENECA FOODS CORPORATION EMPLOYEES' SAVINGS PLAN
 
NOTES TO FINANCIAL STATEMENTS


NOTE H - 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, participants will become 100 percent vested in their accounts. Any unallocated assets of the Plan shall be allocated to participant accounts and distributed in such a manner as the Company may determine.

NOTE I - RECONCILIATION OF FINANCIAL STATEMENTS
   TO SCHEDULE H OF FORM 5500

No reconciliation of net assets available for benefits and changes in net assets available for benefits per the financial statements to the Form 5500 is required.

NOTE J – RISKS AND UNCERTAINTIES

The plan invests in various investment securities.  Investment securities are exposed to various risks such as interest rate, market, and credit risks.  Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.




-11-
 
 

 




SUPPLEMENTAL SCHEDULE



 
 

 




SENECA FOODS CORPORATION EMPLOYEES' SAVINGS PLAN
 
               
SCHEDULE OF ASSETS HELD AT END OF YEAR
 
DECEMBER 31, 2011
 
               
               
               
     
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
 
(a)
 
 (b)
 (c)
 (d)
 
(e)
 
               
   
American Funds
Growth Fund of America Class R4
    $ 3,817,989  
                 
   
BlackRock
Small Cap Growth Equity
      1,641,035  
                 
   
Columbia
Small Cap Index Fund Z
      1,798,793  
                 
     
Mid Cap Value Opportunity R4
      1,576,545  
                 
   
Dodge & Cox
Stock Fund
      6,193,414  
                 
   
Dreyfus
Mid Cap Index Fund
      3,366,278  
                 
     
International Stock Index Fund
      5,206,085  
                 
  *  
Great-West Life and
     Annuity Insurance
Key Guaranteed Portfolio Fund
      21,328,670  
                   
     
Heartland
Value Plus
      4,495,719  
                   
     
Invesco
International Growth Fund A
      781,562  
                   
     
Nuveen
Mid Cap Growth Opportunity I
      1,669,525  
                   
       
Equity Index Fund I
      18,382,581  
                   
     
Oakmark
Equity and Income Fund
      16,009,481  
                   
     
Pimco Funds
Real Return Fund
      5,773,789  
                   
       
Total Return Fund
      1,536,453  
                   
  *  
Seneca Foods
           
     
   Corporation
            Employer Stock Fund
11,876,664
    16,302,701  
                   
     
Thornburg
International Value R4
      961,376  
                   
     
Vanguard
Total Bond Market Index
      1,357,806  
                   
     
Participant Loans
Interest rates 4% - 9.5%
      609,259  
 
* Indicates a party-in-interest

-12-
 
 

 
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
-----------------------
Kraig H. Kayser                                           June 7, 2012
Sponsor of Seneca Foods
Corporation Employees'
Savings Plan