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,
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
2012
|
|
|
2011
|
|
| |
|
|
|
|
|
|
|
ADDITIONS:
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
|
|
|
|
|
|
|
|
Investment income:
|
|
|
|
|
|
|
|
Net appreciation (depreciation) in fair value of investments
|
|
$ |
10,232,857 |
|
|
$ |
(4,435,100 |
) |
|
Interest and dividend income
|
|
|
3,486,998 |
|
|
|
3,894,518 |
|
|
Contributions:
|
|
|
|
|
|
|
|
|
|
Participants
|
|
|
7,708,190 |
|
|
|
7,369,232 |
|
|
Employer
|
|
|
1,951,109 |
|
|
|
1,852,593 |
|
| |
|
|
|
|
|
|
|
|
|
Total additions
|
|
|
23,379,154 |
|
|
|
8,681,243 |
|
| |
|
|
|
|
|
|
|
|
|
DEDUCTIONS:
|
|
|
|
|
|
|
|
|
|
Deductions from net assets attributed to:
|
|
|
|
|
|
|
|
|
|
Benefits paid to participants
|
|
|
12,376,183 |
|
|
|
6,233,780 |
|
|
Administration expenses
|
|
|
94,740 |
|
|
|
71,033 |
|
| |
|
|
|
|
|
|
|
|
|
Total deductions
|
|
|
12,470,923 |
|
|
|
6,304,813 |
|
| |
|
|
|
|
|
|
|
|
|
NET INCREASE
|
|
|
10,908,231 |
|
|
|
2,376,430 |
|
| |
|
|
|
|
|
|
|
|
|
NET ASSETS AVAILABLE FOR BENEFITS,
|
|
|
|
|
|
|
|
|
|
BEGINNING OF YEAR
|
|
|
114,661,823 |
|
|
|
112,285,393 |
|
| |
|
|
|
|
|
|
|
|
|
NET ASSETS AVAILABLE FOR BENEFITS,
|
|
|
|
|
|
|
|
|
|
END OF YEAR
|
|
$ |
125,570,054 |
|
|
$ |
114,661,823 |
|
See notes to the financial statements.
-4-
SENECA FOODS CORPORATION EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2012 AND 2011
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.
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, 2012 and 2011, forfeited non-vested accounts totaled approximately $9,000 and $11,000, 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 19, 2013, 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.
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.
Expenses
Certain expenses of maintaining the Plan are paid directly by the Company and are excluded from these financial statements.
NOTE C - TAX STATUS
The Plan obtained its latest determination letter on August 16, 2012, 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 2010.
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:
| |
|
2012
|
|
|
2011
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
Key Guaranteed Portfolio Fund
|
|
$ |
22,486,862 |
|
|
$ |
21,328,670 |
|
| |
Nuveen Equity Index Fund I
|
|
|
20,977,150 |
|
|
|
18,382,581 |
|
| * |
Seneca Foods Corporation Employer Stock Fund
|
|
|
18,953,690 |
|
|
|
16,302,701 |
|
| |
Oakmark Equity and Income Fund
|
|
|
16,616,064 |
|
|
|
16,009,481 |
|
| |
Dodge & Cox Stock Fund
|
|
|
6,598,163 |
|
|
|
6,193,414 |
|
| |
Pimco Real Return Fund
|
|
|
- |
|
|
|
5,773,789 |
|
* Nonparticipant-directed
During 2012 and 2011, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value by $10,232,857 and $(4,435,100), respectively. The appreciation (depreciation) in each fund category is as follows:
| |
|
2012
|
|
|
2011
|
|
| |
|
|
|
|
|
|
|
Mutual funds
|
|
$ |
10,232,857 |
|
|
$ |
(4,435,100 |
) |
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:
| |
|
2012
|
|
|
2011
|
|
|
Net assets:
|
|
|
|
|
|
|
|
Seneca Foods Corporation Employer Stock Fund
|
|
$ |
18,953,690 |
|
|
$ |
16,302,701 |
|
| |
|
|
|
|
|
|
|
|
|
Changes in net assets:
|
|
|
|
|
|
|
|
|
|
Contributions
|
|
$ |
2,053,229 |
|
|
$ |
2,064,243 |
|
|
Net appreciation in fair value
|
|
|
2,861,753 |
|
|
|
(632,715) |
|
|
Withdrawals by participants
|
|
|
(2,263,993 |
) |
|
|
(914,530 |
) |
| |
|
|
|
|
|
|
|
|
| |
|
$ |
2,650,989 |
|
|
$ |
516,998 |
|
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 measure the fair value of certain financial instruments could result in a different fair value 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. The fair value of the Seneca Foods Corporation Employer Stock Fund is valued at the underlying asset value of the funds at year-end.
Level 2 Fair Value Measurements
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, 2012
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
Mutual funds
|
|
$ |
81,575,152 |
|
|
$ |
81,575,152 |
|
|
$ |
- |
|
|
Group annuity contract
|
|
|
22,486,862 |
|
|
|
- |
|
|
|
22,486,862 |
|
|
Seneca Foods Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employer Stock Fund
|
|
|
18,953,690 |
|
|
|
18,953,690 |
|
|
|
- |
|
| |
|
$ |
123,015,704 |
|
|
$ |
100,528,842 |
|
|
$ |
22,486,862 |
|
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, 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 |
|
|
$ |
90,871,132 |
|
|
$ |
21,328,670 |
|
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 2012 and 2011 was 2.08% and 2.68%, 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 2012 and 2011 was 2.08% and 2.68%, respectively.
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 – RELATED PARTY TRANSACTIONS
The group annuity contract is managed by Great-West Life and Annuity Insurance Company. Great-West Life and Annuity Insurance Company is the third-party administrator for the Plan and, therefore, these transactions qualify as party-in-interest transactions. Additionally, a portion of the Plan’s assets are investments in the Seneca Foods Corporation Employer Stock Fund. As the Company is the Plan sponsor, transactions involving the Seneca Foods Corporation Employer Stock Fund qualify as party-in-interest transactions.
These party-in-interest transactions are exempt from the prohibited transaction rules of ERISA.
NOTE K – 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.
SUPPLEMENTAL SCHEDULE
|
SENECA FOODS CORPORATION EMPLOYEES' SAVINGS PLAN
|
|
| |
|
|
|
|
|
|
|
|
SCHEDULE OF ASSETS HELD AT END OF YEAR
|
|
|
DECEMBER 31, 2012
|
|
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| |
|
|
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
|
|
|
$ |
4,386,341 |
|
| |
|
|
|
|
|
|
|
|
| |
|
BlackRock
|
Small Cap Growth Equity
|
|
|
|
1,853,220 |
|
| |
|
|
|
|
|
|
|
|
| |
|
Columbia
|
Small Cap Index Fund Z
|
|
|
|
1,735,726 |
|
| |
|
|
|
|
|
|
|
|
| |
|
|
Mid Cap Value Opportunity R4
|
|
|
|
1,453,625 |
|
| |
|
|
|
|
|
|
|
|
| |
|
Dodge & Cox
|
Stock Fund
|
|
|
|
6,598,163 |
|
| |
|
|
|
|
|
|
|
|
| |
|
Dreyfus
|
Mid Cap Index Fund
|
|
|
|
3,650,850 |
|
| |
|
|
|
|
|
|
|
|
| |
|
|
International Stock Index Fund
|
|
|
|
5,755,538 |
|
| |
|
|
|
|
|
|
|
|
| |
* |
|
Great-West Life and
Annuity Insurance
|
Key Guaranteed Portfolio Fund
|
|
|
|
22,486,862 |
|
| |
|
|
|
|
|
|
|
|
|
| |
|
|
Heartland
|
Value Plus
|
|
|
|
4,554,688 |
|
| |
|
|
|
|
|
|
|
|
|
| |
|
|
Invesco
|
International Growth Fund A
|
|
|
|
1,263,649 |
|
| |
|
|
|
|
|
|
|
|
|
| |
|
|
Nuveen
|
Mid Cap Growth Opportunity I
|
|
|
|
1,773,298 |
|
| |
|
|
|
|
|
|
|
|
|
| |
|
|
|
Equity Index Fund I
|
|
|
|
20,977,150 |
|
| |
|
|
|
|
|
|
|
|
|
| |
|
|
Oakmark
|
Equity and Income Fund
|
|
|
|
16,616,064 |
|
| |
|
|
|
|
|
|
|
|
|
| |
|
|
Pimco Funds
|
Real Return Fund
|
|
|
|
6,259,484 |
|
| |
|
|
|
|
|
|
|
|
|
| |
|
|
|
Total Return Fund
|
|
|
|
2,617,282 |
|
| |
|
|
|
|
|
|
|
|
|
| |
* |
|
Seneca Foods
|
|
|
|
|
|
|
| |
|
|
Corporation
|
Employer Stock Fund
|
12,332,684
|
|
|
18,953,690 |
|
| |
|
|
|
|
|
|
|
|
|
| |
|
|
Thornburg
|
International Value R4
|
|
|
|
977,247 |
|
| |
|
|
|
|
|
|
|
|
|
| |
|
|
Vanguard
|
Total Bond Market Index
|
|
|
|
1,102,827 |
|
| |
|
|
|
|
|
|
|
|
|
| |
|
|
Participant Loans
|
Interest rates 4% - 9.5%
|
|
|
|
591,514 |
|
* Indicates a party-in-interest
SIGNATURE