senea20181108_nt10q.htm

United States
Securities and Exchange Commission

Washington, D.C. 20549

 

Form 12b-25

 

NOTIFICATION OF LATE FILING

 

Commission File Number 0-1989

 

Check One: [  ] Form 10-K [  ] Form 20-F [  ] Form 11-K [X] Form 10-Q [  ] Form N-SAR

     

  For Period Ended: September 29, 2018
   
  [  ] Transition Report on Form 10-K
  [  ] Transition Report on Form 20-F
  [  ] Transition Report on Form 11-K
  [  ] Transition Report on Form 10-Q
  [  ] Transition Report on Form N-SAR
   
  For the Transition Period Ended: N/A

 

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A

 

Part I

Registrant Information

 

SENECA FOODS CORPORATION

Full Name of Registrant

 

Former Name if Applicable: N/A

 

3736 South Main Street, Marion, New York 14505

Address of Principal Executive Office

 

Part II          Rules 12b-25(b) and (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b- 25(b), the following should be completed. (Check box if appropriate).

 

(a)

The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
[X]

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
 

(c)

The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

 
 

 

Part III      Narrative

 

State below in reasonable detail the reasons why Form 10-K and Form 10-KSB, 20-F, 11-K, 10-Q and N-SAR, or the transition report or portion thereof could not be filed within the prescribed period.

 

Seneca Foods Corporation (the “Company”) is unable to complete the preparation, review and filing of its Quarterly Report on Form 10-Q for the period ended September 29, 2018 (the “Form 10-Q”) within the prescribed time period without unreasonable effort or expense. The Company’s delay in filing the Form 10-Q is due principally to the additional time the Company requires to complete its analysis of complex and technical accounting issues relating to discontinued operations as related to its Modesto operations.  The Company is working diligently to address the foregoing matters and intends to file its Form 10-Q on or before November 13, 2018, the prescribed due date pursuant to this Form 12b-25, or as soon as practicable thereafter once such matters have been resolved.

 

Part IV     Other Information

 

(1)

Name and telephone number of person to contact in regard to this notification:

 

Jeffrey L. Van Riper                      (315) 926-8100 

 

(2)

Have all other periodic reports required under section 13 or 15(d) of the Securities Exchange Act of 1934 or section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

[X] Yes [  ] No

 

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

[X] Yes [  ] No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. 

 

For the quarter ended September 29, 2018, the Company anticipates total revenue of $320.7 million and net earnings of $9.1 million, compared to total revenue of $327.7 million and net loss of $1.1 million for the quarter ended September 30, 2017. 

 

For the six months ended September 29, 2018, the Company anticipates total revenue of $564.8 million and net earnings of $0.4 million, compared to total revenue of $568.8 million and a net loss of $1.9 million for the six months ended September 30, 2017. 

 

 
 

 

Seneca Foods Corporation

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: November 8, 2018                  /s/ Timothy J. Benjamin

Timothy J. Benjamin

Chief Financial Officer