Seneca Foods Corp (Form: 10-Q, Received: 11/09/2022 16:18:31)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark one)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 1, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number 0-01989

Seneca Foods Corporation

(Exact name of Registrant as specified in its charter)

New York	16-0733425
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

350 WillowBrook Office Park Fairport, New York	14450
(Address of principal executive offices)	(Zip code)

(585) 495-4100

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

		Name of Exchange on
Title of Each Class	Trading Symbol	Which Registered
Common Stock Class A, $0.25 Par	SENEA	NASDAQ Global Select Market
Common Stock Class B, $0.25 Par	SENEB	NASDAQ Global Select Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☑	Non-accelerated filer ☐	Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The number of shares outstanding of each of the registrant’s classes of common stock at the latest practical date are:

Class	Shares Outstanding at October 28, 2022
Common Stock Class A, $0.25 Par	5,878,899
Common Stock Class B, $0.25 Par	1,707,249

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Seneca Foods Corporation

Quarterly Report on Form 10-Q

Table of Contents

PART I. FINANCIAL INFORMATION
	Item 1. Financial Statements
		Condensed Consolidated Balance Sheets (Unaudited)	1
		Condensed Consolidated Statements of Net Earnings (Unaudited)	2
		Condensed Consolidated Statements of Comprehensive Income (Unaudited)	2
		Condensed Consolidated Statements of Cash Flows (Unaudited)	3
		Condensed Consolidated Statements of Stockholders' Equity (Unaudited)	4
		Notes to Condensed Consolidated Financial Statements	5
	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		12
	Item 3. Quantitative and Qualitative Disclosures about Market Risk		19
	Item 4. Controls and Procedures		20
PART II. OTHER INFORMATION
	Item 1. Legal Proceedings		21
	Item 1A. Risk Factors		21
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		21
	Item 3. Defaults Upon Senior Securities		21
	Item 4. Mine Safety Disclosures		21
	Item 5. Other Information		21
	Item 6. Exhibits		22
SIGNATURES			23

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SENECA FOODS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

	Unaudited			Unaudited
	October 1, 2022			October 2, 2021			March 31, 2022
Assets

Current assets:
Cash and cash equivalents	$	12,887		$	11,260		$	10,904
Accounts receivable, net of allowance for credit losses of $66, $86, and $54, respectively		162,517			135,338			119,169
Assets held for sale		4,604			7,427			5,979
Inventories		821,302			608,179			410,331
Refundable income taxes		-			15,558			3,866
Other current assets		3,542			5,505			5,193
Total current assets		1,004,852			783,267			555,442
Property, plant and equipment, net		283,729			260,165			268,043
Right-of-use assets operating, net		26,481			42,827			34,008
Right-of-use assets financing, net		34,838			37,301			34,867
Pension assets		51,048			62,482			52,866
Other assets		1,993			2,384			1,804
Total assets	$	1,402,941		$	1,188,426		$	947,030

Liabilities and Stockholders' Equity

Current liabilities:
Accounts payable	$	345,151		$	268,908		$	87,602
Deferred revenue		13,009			12,010			7,655
Accrued vacation		11,887			12,153			11,611
Accrued payroll		22,054			19,085			16,998
Other accrued expenses		31,051			31,890			23,269
Income taxes payable		213			-			-
Current portion of long-term debt and lease obligations		22,063			28,110			26,020
Total current liabilities		445,428			372,156			173,155
Long-term debt, less current portion		316,345			142,779			109,624
Operating lease obligations, less current portion		16,508			26,953			22,533
Financing lease obligations, less current portion		18,499			23,509			19,942
Deferred income tax liability, net		33,887			30,512			32,944
Other long-term liabilities		4,060			6,178			4,995
Total liabilities		834,727			602,087			363,193
Commitments and contingencies
Stockholders' equity:
Preferred stock		612			662			644
Common stock, $0.25 par value per share		3,043			3,041			3,041
Additional paid-in capital		98,818			98,558			98,641
Treasury stock, at cost		(165,871	)		(108,507	)		(128,879	)
Accumulated other comprehensive loss		(26,468	)		(19,067	)		(26,468	)
Retained earnings		658,080			611,652			636,858
Total stockholders' equity		568,214			586,339			583,837
Total liabilities and stockholders’ equity	$	1,402,941		$	1,188,426		$	947,030

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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SENECA FOODS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF NET EARNINGS

(In thousands, except per share data)

(Unaudited)

	Three Months Ended						Six Months Ended
	October 1, 2022			October 2, 2021			October 1, 2022			October 2, 2021
Net sales	$	439,842		$	372,256		$	705,035		$	607,298

Costs and expenses:
Cost of product sold		398,063			329,528			640,413			530,947
Selling, general and administrative		20,480			19,136			38,722			36,410
Other operating (income) loss, net		(537	)		1,773			(2,532	)		395
Total costs and expenses		418,006			350,437			676,603			567,752
Operating income		21,836			21,819			28,432			39,546
Other income and expenses:
Loss from equity investment		-			7,619			-			7,775
Other non-operating income		(1,527	)		(2,375	)		(3,053	)		(4,751	)
Interest expense, net		2,370			1,336			3,760			2,678
Earnings before income taxes		20,993			15,239			27,725			33,844
Income taxes		4,862			3,585			6,491			8,054
Net earnings	$	16,131		$	11,654		$	21,234		$	25,790

Earnings per share:
Basic	$	2.05		$	1.32		$	2.64		$	2.88
Diluted	$	2.03		$	1.31		$	2.62		$	2.86

Weighted average common shares outstanding:
Basic		7,836			8,810			7,995			8,917
Diluted		7,906			8,880			8,065			8,987

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

SENECA FOODS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

	Three Months Ended				Six Months Ended
	October 1, 2022		October 2, 2021		October 1, 2022		October 2, 2021

Comprehensive income:
Net earnings	$	16,131	$	11,654	$	21,234	$	25,790
Total	$	16,131	$	11,654	$	21,234	$	25,790

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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SENECA FOODS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Six Months Ended
	October 1, 2022			October 2, 2021
Cash flows from operating activities:
Net earnings	$	21,234		$	25,790
Adjustments to reconcile net earnings to net cash from operating activities:
Depreciation & amortization		19,844			17,691
Gain on the sale of assets		(2,167	)		(1,911	)
Loss from equity investment		-			7,775
Deferred income taxes		943			2,206
Changes in operating assets and liabilities:
Accounts receivable		(42,848	)		(42,861	)
Inventories		(410,971	)		(265,035	)
Other current assets		1,651			(1,800	)
Income taxes		4,079			(7,173	)
Accounts payable, accrued expenses and other		274,614			215,351
Net cash used by operating activities		(133,621	)		(49,967	)
Cash flows from investing activities:
Additions to property, plant and equipment		(33,871	)		(28,234	)
Proceeds from the sale of assets		4,045			4,649
Net cash used by investing activities		(29,826	)		(23,585	)
Cash flows from financing activities:
Long-term borrowing		499,956			116,008
Payments on long-term debt		(293,235	)		(67,314	)
Other assets		-			(2,639	)
Payments on financing leases		(4,287	)		(3,759	)
Purchase of treasury stock		(36,992	)		(17,309	)
Dividends		(12	)		(12	)
Net cash provided by financing activities		165,430			24,975

Net increase (decrease) in cash and cash equivalents		1,983			(48,577	)
Cash and cash equivalents, beginning of the period		10,904			59,837
Cash and cash equivalents, end of the period	$	12,887		$	11,260

Supplemental disclosures of cash flow information:
Noncash transactions:
Right-of-use assets obtained in exchange for lease obligations	$	5,166		$	19,972
Right-of-use assets derecognized upon early lease termination	$	2,564		$	1,206
Property, plant and equipment purchased on account	$	517		$	1,523
Sale of property, plant and equipment in exchange for note receivable	$	750		$	-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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SENECA FOODS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

											Accumulated
						Additional					Other
	Preferred			Common		Paid-In		Treasury			Comprehensive			Retained
	Stock			Stock		Capital		Stock			Loss			Earnings
First Quarter FY 2023:
Balances, March 31, 2022	$	644		$	3,041	$	98,641	$	(128,879	)	$	(26,468	)	$	636,858
Net earnings		-			-		-		-			-			5,103
Cash dividends declared on preferred stock		-			-		-		-			-			(12	)
Issue stock for bonus program		-			1		76		-			-			-
Equity incentive program		-			-		33		-			-			-
Purchase treasury stock		-			-		-		(15,923	)		-			-
Balances, July 2, 2022.	$	644		$	3,042	$	98,750	$	(144,802	)	$	(26,468	)	$	641,949
Second Quarter FY 2023:
Net earnings		-			-		-		-			-			16,131
Equity incentive program		-			-		37		-			-			-
Preferred stock conversion		(32	)		1		31		-			-			-
Purchase treasury stock		-			-		-		(21,069	)		-			-
Balances, October 1, 2022	$	612		$	3,043	$	98,818	$	(165,871	)	$	(26,468	)	$	658,080

First Quarter FY 2022:
Balances, March 31, 2021	$	663		$	3,041	$	98,502	$	(91,198	)	$	(19,067	)	$	585,874
Net earnings		-			-		-		-			-			14,136
Cash dividends declared on preferred stock		-			-		-		-			-			(12	)
Equity incentive program		-			-		25		-			-			-
Purchase treasury stock		-			-		-		(4,552	)		-			-
Balances, July 3, 2021	$	663		$	3,041	$	98,527	$	(95,750	)	$	(19,067	)	$	599,998
Second Quarter FY 2022:
Net earnings		-			-		-		-			-			11,654
Equity incentive program		-			-		30		-			-			-
Preferred stock conversion		(1	)		-		1		-			-			-
Purchase treasury stock		-			-		-		(12,757	)		-			-
Balances, October 2, 2021	$	662		$	3,041	$	98,558	$	(108,507	)	$	(19,067	)	$	611,652

6% Voting

10% Voting

Cumulative

Participating

Class A

Class B

Callable

Convertible

Common

Par $0.25

Par $0.025

Par $0.25

Shares authorized and designated:

October 1, 2022

200,000

1,400,000

30,180

20,000,000

10,000,000

Shares outstanding:

October 1, 2022

200,000

807,240

30,180

5,943,496

1,707,249

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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SENECA FOODS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.	Basis of Preparation and Presentation

Seneca Foods Corporation (the “Company”) is a leading provider of packaged fruits and vegetables with 26 facilities in eight states in support of its operations. The Company’s principal products include canned vegetables, frozen vegetables, jarred fruit, and other food products. The products are sold nationwide by major grocery outlets, including supermarkets, mass merchandisers, limited assortment stores, club stores and dollar stores. Additionally, products are sold to food service distributors, restaurant chains, industrial markets, other food packagers, export customers in 80 countries, and federal, state and local governments for school and other feeding programs.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial statements. While these statements reflect all adjustments (consisting of items of a normal recurring nature) that are, in the opinion of management, necessary for a fair presentation of the results of the interim period, they do not include all of the information and footnotes required by United States generally accepted accounting principles (“U.S. GAAP”) for complete financial statement presentation. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements should be read in conjunction with the financial statement disclosures in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022.

Due to the seasonal nature of the business, quarterly operating results and cash flows are not necessarily indicative of the results that may be expected for other interim periods or the full year. All references to years are fiscal years ended or ending March 31 unless otherwise indicated. Certain percentage tables may not foot due to rounding. Certain previously reported amounts have been reclassified to conform to the current period classification.

The preparation of financial statements in accordance with U.S. GAAP requires management to make certain estimates and assumptions. Such estimates and assumptions affect the reported amounts of assets and liabilities as well as disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates.

The Company uses the same accounting policies in preparing quarterly and annual financial statements. A summary of significant accounting policies followed by the Company are set forth in Note 1 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022.

New Accounting Pronouncements and Policies

Effective April 1, 2022, the Company adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which was subsequently amended in November 2018 through ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses (“ASU 2016-13”). The amended guidance requires entities to estimate lifetime expected credit losses for trade and other receivables, including those that are current with respect to payment terms, along with other financial instruments which may result in earlier recognition of credit losses. The Company evaluated its existing methodology for estimating an allowance for doubtful accounts and the risk profile of its receivables portfolio and developed a model that includes the qualitative and forecasting aspects of the “expected loss” model under the amended guidance. In determining the Company’s reserve for credit losses, receivables are assigned an expected loss based on historical information adjusted for forward-looking economic factors. The adoption of ASU 2016-13 did not have a material impact to the Company’s condensed consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). ASU 2020-04 provides an optional expedient and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The optional guidance can be applied from March 12, 2020 through December 31, 2022. ASU 2020-04 eases the potential accounting burden associated with the expected discontinuance of the London Interbank Offered Rate (LIBOR) and other interbank offered rates, which are being replaced by alternative reference rates such as the Secured Overnight Financing Rate (SOFR). The interest rates associated with the Company’s previous borrowings under its senior revolving credit facility (as defined in Note 7, “Long-term Debt”) were tied to LIBOR. Subsequent to the amendment of the senior revolving credit facility agreement on September 14, 2022, the Company’s borrowings are tied to SOFR plus a spread adjustment (see Note 7, “Long-term Debt”). The adoption of ASU 2020-04 as a result of this amendment did not have a material impact on the Company’s unaudited condensed consolidated financial statements.

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SENECA FOODS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

2.	Revenue Recognition

Revenue recognition is completed for most customers at a point in time when product control is transferred to the customer. In general, control transfers to the customer when the product is shipped or delivered to the customer based upon applicable shipping terms, as the customer can direct the use and obtain substantially all of the remaining benefits from the asset at this point in time. The Company does sell certain finished goods inventory for cash on a bill and hold basis. The terms of the bill and hold agreement provide that title to the specified inventory is transferred to the customer prior to shipment and the Company has the right to payment (prior to physical delivery) which results in recorded revenue as determined under the revenue recognition standard.

In the following table, revenue is disaggregated by product category groups (in thousands):

	Three Months Ended				Six months Ended
	October 1,		October 2,		October 1,		October 2,
	2022		2021		2022		2021
Canned vegetables	$	364,749	$	299,588	$	583,084	$	487,532
Frozen vegetables		40,095		40,850		59,806		63,434
Fruit products		23,971		22,286		42,303		38,159
Snack products		3,695		3,685		6,675		7,097
Other		7,332		5,847		13,167		11,076
Net sales	$	439,842	$	372,256	$	705,035	$	607,298

As a result of certain contracts with customers, the Company has contract asset balances of $0.5 million, $0.7 million, and $0.9 million as of October 1, 2022, October 2, 2021, and March 31, 2022 respectively, which are included in other current assets on the condensed consolidated balance sheets.

3.	Earnings per Common Share

Earnings per share for the three months ended October 1, 2022 and October 2, 2021 are as follows (in thousands, except per share amounts):

	Three Months Ended				Six Months Ended
	October 1,		October 2,		October 1,		October 2,
	2022		2021		2022		2021
Basic
Net earnings	$	16,131	$	11,654	$	21,234	$	25,790
Deduct preferred stock dividends paid		6		6		12		12
Undistributed net earnings		16,125		11,648		21,222		25,778
Earnings attributable to participating preferred		65		45		85		99
Earnings attributable to common shareholders	$	16,060	$	11,603	$	21,137	$	25,679

Weighted average common shares outstanding		7,836		8,810		7,995		8,917

Basic earnings per common share	$	2.05	$	1.32	$	2.64	$	2.88

Diluted
Earnings attributable to common shareholders	$	16,060	$	11,603	$	21,137	$	25,679
Add dividends on convertible preferred stock		5		5		10		10
Earnings attributable to common stock on a diluted basis	$	16,065	$	11,608	$	21,147	$	25,689
Weighted average common shares outstanding-basic		7,836		8,810		7,995		8,917
Additional shares issued related to the equity compensation plan		3		3		3		3
Additional shares to be issued under full conversion of preferred stock		67		67		67		67
Total shares for diluted		7,906		8,880		8,065		8,987

Diluted earnings per common share	$	2.03	$	1.31	$	2.62	$	2.86

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SENECA FOODS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

4.	Inventories

The Company uses the last-in, first-out (“LIFO”) method of valuing inventory. An actual valuation of inventory under the LIFO method is made at the end of each fiscal year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels, production pack yields, sales and the expected rate of inflation or deflation for the year. The interim LIFO calculations are subject to adjustment in the final year-end LIFO inventory valuation.

As of October 1, 2022, October 2, 2021, and March 31, 2022, first-in, first-out (“FIFO”) based inventory costs exceeded LIFO based inventory costs, resulting in a LIFO reserve of $212.9 million, $140.3 million, and $164.5 million, respectively. In order to state inventories at LIFO, the Company recorded an increase to cost of products sold of $29.2 million and $8.8 million for the three months ended October 1, 2022 and October 2, 2021, respectively, and an increase to cost of products sold of $48.4 million and $11.6 million for the six months ended October 1, 2022 and October 1, 2021, respectively.

The following table shows inventory by category and the related LIFO reserve (in thousands):

			As of:
	October 1,		October 2,		March 31,
	2022		2021		2022
Finished products	$	805,500	$	629,503		385,681
In process		47,050		17,810		23,652
Raw materials and supplies		181,680		101,177		165,491
		1,034,230		748,490		574,824
Less excess of FIFO cost over LIFO cost		212,928		140,311		164,493
Inventories	$	821,302	$	608,179	$	410,331

5.	Property, Plant and Equipment

Property, plant and equipment is comprised of the following (in thousands):

				As of:
	October 1,			October 2,			March 31,
	2022			2021			2022

Land and land improvements	$	43,686		$	42,798		$	42,981
Buildings and improvements		204,767			192,913			202,444
Machinery and equipment		421,015			385,219			403,192
Office furniture, vehicles and computer software		10,326			10,018			10,003
Construction in progress		40,688			37,257			29,976
Property, plant and equipment, cost		720,482			668,205			688,596
Less: accumulated depreciation		(436,753	)		(408,040	)		(420,553	)
Property, plant and equipment, net	$	283,729		$	260,165		$	268,043

Depreciation expense totaled $8.3 million and $7.5 million for the three months ended October 1, 2022 and October 2, 2021, respectively. For the six months ended October 1, 2022 and October 2, 2021, depreciation expense totaled $16.4 million and $14.7 million, respectively.

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SENECA FOODS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

6.	Assets Held For Sale

The Company classifies its assets as held for sale at the time management commits to a plan to sell the asset, the asset is actively marketed and available for immediate sale, and the sale is expected to be completed within one year. Due to market conditions, certain assets may be classified as held for sale for more than one year as the Company continues to actively market the assets. The Company has non-operating facilities and equipment that meet the criteria to be classified as held for sale and are recorded at the lower of carrying value or fair value less costs to sell. The following table presents information related to the major classes of assets that were classified as held for sale in the condensed consolidated balance sheets (in thousands):

			As of:
	October 1,		October 2,		March 31,
	2022		2021		2022
Property, plant and equipment, net	$	4,604	$	7,427	$	5,979
Current assets held for sale	$	4,604	$	7,427	$	5,979

7.	Long-Term Debt

Long-term debt is comprised of the following (in thousands):

			As of
	October 1,		October 2,		March 31,
	2022		2021		2022
Revolving credit facility	$	229,213	$	51,679	$	20,508
Term loan		90,916		94,884		92,900
Other		216		216		216
Total long-term debt		320,345		146,779		113,624
Less current portion		4,000		4,000		4,000
Long-term debt, less current portion	$	316,345	$	142,779	$	109,624

Revolving Credit Facility

On March 24, 2021, the Company entered into a Fourth Amended and Restated Loan and Security Agreement that provides for a senior revolving credit facility of up to $400.0 million that is seasonally adjusted (the “Revolver”). Maximum borrowings under the Revolver total $300.0 million from April through July and $400.0 million from August through March. The Revolver balance is included in Long-Term Debt in the accompanying condensed consolidated balance sheet due to the Revolver’s March 24, 2026 maturity. In order to maintain availability of funds under the facility, the Company pays a commitment fee on the unused portion of the Revolver. The Revolver is secured by substantially all of the Company’s accounts receivable and inventories and contains borrowing base requirements as well as a financial covenant, if certain circumstances apply. The Company utilizes its Revolver for general corporate purposes, including seasonal working capital needs, to pay debt principal and interest obligations, and to fund capital expenditures and acquisitions. Seasonal working capital needs are affected by the growing cycles of the vegetables the Company packages. The majority of vegetable inventories are produced during the months of June through November and are then sold over the following year. Payment terms for vegetable produce are generally three months but can vary from a few days to seven months. Accordingly, the Company’s need to draw on the Revolver may fluctuate significantly throughout the year.

On September 14, 2022, the Company entered into a First Amendment to the Fourth Amended and Restated Loan and Security Agreement (the “Amendment”) which amended several provisions to replace LIBOR with SOFR plus a spread adjustment as the interest rate benchmark on the Revolver. The transition to SOFR did not materially impact the interest rates applied to the Company’s borrowings. No other material changes were made to the terms of the Company’s Revolver as a result of the Amendment.

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SENECA FOODS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table illustrates certain quantitative data for Revolver borrowings during fiscal year 2023 and fiscal year 2022 (in thousands):

	As of:
	October 1,			October 2,			March 31,
	2022			2021			2022
Outstanding borrowings	$	229,213		$	51,679		$	20,508
Weighted average interest rate		4.16	%		1.33	%		1.71	%

	Three Months Ended:						Six Months Ended:
	October 1,			October 2,			October 1,			October 2,
	2022			2021			2022			2021
Maximum amount of borrowings	$	229,213		$	51,679		$	229,213		$	51,679
Average outstanding borrowings	$	128,650		$	11,206		$	77,277		$	5,989
Weighted average interest rate		3.66	%		1.29	%		3.42	%		1.34	%

Term Loan

On May 28, 2020 the Company entered into an Amended and Restated Loan and Guaranty Agreement that provides for a $100.0 million unsecured term loan (the “Term Loan”), maturing on June 1, 2025. The amended and restated agreement converted the Term Loan to a fixed interest rate of 3.30% until maturity rather than a variable interest rate in addition to requiring quarterly principal payments of $1.0 million, which commenced during fiscal year 2021. The Company incurred financing costs totaling $0.2 million, which have been classified as a discount to the debt. This agreement contains certain covenants, including maintaining a minimum EBITDA and minimum tangible net worth.

8.	Leases

The Company determines whether an arrangement is a lease at inception of the agreement. Presently, the Company leases land, machinery and equipment under various operating and financing leases.

Right-of-Use, or ROU, assets represent the Company’s right to use the underlying assets for the lease term, and lease obligations represent the net present value of the Company’s obligation to make payments arising from these leases. ROU assets and lease obligations are recognized at commencement date based on the present value of lease payments over the lease term using the implicit lease interest rate or, when unknown, an incremental borrowing rate based on the information available at commencement date or April 1, 2019 for leases that commenced prior to that date.

Lease terms may include options to extend or terminate the lease, and the impact of these options are included in the calculation of the ROU asset and lease obligation only when the exercise of the option is at the Company’s sole discretion and it is reasonably certain that the Company will exercise that option. The Company will not separate lease and non-lease components for its leases when it is impractical to separate the two. In addition, the Company may have certain leases that have variable payments based solely on output or usage of the leased asset. These variable operating lease assets are excluded from the Company’s balance sheet presentation and expensed as incurred. Leases with an initial term of 12 months or less, or short-term leases, are not recorded on the accompanying condensed consolidated balance sheets

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SENECA FOODS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

ROU assets and lease obligations for the Company’s operating and financing leases are disclosed separately in the Company’s condensed consolidated balance sheets. The components of lease cost were as follows (in thousands):

	Three Months Ended				Six Months Ended
	October 1,		October 2,		October 1,			October 2,
	2022		2021		2022			2021
Lease cost:
Amortization of right of use asset	$	1,668	$	1,546	$	3,257		$	2,841
Interest on lease liabilities		242		279		481			536
Finance lease cost		1,910		1,825		3,738			3,377
Operating lease cost		3,657		4,960		7,884			9,960
Total lease cost	$	5,567	$	6,785	$	11,622		$	13,337

Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from finance leases					$	481		$	536
Operating cash flows from operating leases						10,404			12,248
Financing cash flows from finance leases						4,287			3,759
					$	15,172		$	16,543

Right-of-use assets obtained in exchange for new finance lease liabilities					$	3,298		$	9,531
Right-of-use assets obtained in exchange for new operating lease liabilities					$	1,868		$	10,441
Weighted-average lease term (years):
Financing leases						4.6			4.8
Operating leases						4.5			4.2
Weighted-average discount rate:
Financing leases						3.5	%		3.4	%
Operating leases						4.2	%		4.2	%

Undiscounted future lease payments under non-cancelable operating and financing leases, along with a reconciliation of undiscounted cash flows to operating and financing lease obligations, respectively, as of October 1, 2022 were as follows (in thousands):

Years ending March 31:	Operating		Financing
Balance of 2023	$	3,271	$	4,873
2024		8,914		8,265
2025		5,521		4,931
2026		3,029		3,844
2027		2,517		2,786
2028-2033		5,059		4,949
Total minimum payment required	$	28,311	$	29,648
Less interest		2,548		2,341
Present value of minimum lease payments		25,763		27,307
Amount due within one year		9,255		8,808
Long-term lease obligations	$	16,508	$	18,499

9.	Income Taxes

The Company’s effective tax rate was 23.4% and 23.8% for the six months ended October 1, 2022 and October 2, 2021 respectively. The effective tax rate decreased in the current six-month interim period primarily due to the impact of federal credits, which decreased the effective rate by 0.8%. The overall rate decrease was partially offset by increases in permanent differences of 0.2% and state tax rates of 0.1% as compared to the prior year six-month interim period.

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SENECA FOODS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

10.

Retirement Plans

The net periodic benefit cost for the Company’s pension plan consisted of (in thousands):

	Three Months Ended						Six Months Ended
	October 1,			October 2,			October 1,			October 2,
	2022			2021			2022			2021
Service cost including administration	$	2,435		$	2,560		$	4,870		$	5,121
Interest cost		2,374			1,878			4,748			3,756
Expected return on plan assets		(4,025	)		(4,276	)		(8,051	)		(8,553	)
Amortization of prior service cost		23			23			46			46
Amortization of net loss		102			-			205			-
Net periodic benefit cost	$	909		$	185		$	1,818		$	370

There were no pension contributions made during the six months ended October 1, 2022 and October 2, 2021.

11.

Stockholders’ Equity

During the six month period ended October 1, 2022, the Company repurchased 689,926 shares of its Class A Common Stock at a cost of $37.0 million, which are included in Treasury Stock. During the six month period ended October 2, 2021, the Company repurchased 342,472 shares of its Class A Common Stock at a cost of $17.3 million. The Company did not repurchase any of its Class B Common Stock in either six month interim period. As of October 1, 2022, there are 4,529,274 shares or $165.9 million of repurchased stock being held as Treasury Stock. These shares are not considered outstanding.

12.

Fair Value of Financial Instruments

On a quarterly basis, the Company estimates the fair values for financial instruments that are recorded at carrying value on the consolidated condensed balance sheets. The estimated fair value for long-term debt (classified as Level 2 in the fair value hierarchy) is determined by the quoted market prices for similar debt (comparable to the Company’s financial strength) or current rates offered to the Company for debt with the same maturities. The fair value and carrying value of the Company’s long-term debt are as follows (in thousands):

			As of:
	October 1,		October 2,		March 31,
	2022		2021		2022
Carrying value	$	320,345	$	146,779	$	113,624
Estimated fair value	$	312,336	$	146,387	$	108,608

13.

Other Operating Income and Expense

The Company had net other operating income of $0.5 million during the three months ended October 1, 2022, which was driven primarily by a true-up of the supplemental early retirement plan accrual partially offset by a loss on the sale of various fixed assets. During the three months ended October 2, 2021, the Company had net other operating expense of $1.8 million, driven mostly by a charge for a supplemental retirement plan partially offset by a gain on the sale of a facility and various other fixed assets.

During the six months ended October 1, 2022, the Company had net other operating income of $2.5 million, which was driven primarily by a gain on the sale of the Company’s western trucking fleet amongst other fixed assets and a true-up of the supplemental early retirement plan accrual. During the six months ended October 2, 2021, the Company had net other operating expense of $0.4 million, driven mostly by a charge for a supplemental early retirement plan offset by a gain on the sale of an aircraft.

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ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OPERATIONS

Seneca Foods Corporation is a leading provider of packaged fruits and vegetables, with facilities located throughout the United States. Our product offerings include canned, frozen and jarred produce and snack chips that are sold under private label as well as national and regional brands that the Company owns or licenses, including Seneca®, Libby’s®, Aunt Nellie’s®, Cherryman®, Green Valley® and READ®. Canned fruits and vegetables are sold nationwide by major grocery outlets, including supermarkets, mass merchandisers, limited assortment stores, club stores and dollar stores. We also sell products to foodservice distributors, restaurant chains, industrial markets, other food processors, export customers in over 80 countries and federal, state and local governments for school and other food programs. Additionally, the Company packs canned and frozen vegetables under contract packing agreements.

Business Trends

We purchase raw materials, including raw produce, steel, ingredients and packaging materials from growers, commodity processors, steel producers and packaging suppliers. Raw materials and other input costs, such as labor, fuel, utilities and transportation, are subject to fluctuations in price attributable to a number of factors. Fluctuations in commodity prices can lead to retail price volatility and can influence consumer and trade buying patterns. The cost of raw materials, fuel, labor, distribution and other costs related to our operations can increase from time to time significantly and unexpectedly.

We continue to experience material cost inflation for many of our raw materials and other input costs attributable to a number of factors, including but not limited to, the COVID-19 pandemic, the war in Ukraine, supply chain disruptions (including raw material shortages) and labor shortages. While we have no direct exposure to Russia and Ukraine, we have experienced increased costs for transportation, energy and raw materials due in part to the negative impact of the Russia-Ukraine conflict on the global economy. We attempt to manage cost inflation risks by locking in prices through short-term supply contracts, advance grower purchase agreements, and by implementing cost saving measures. We also attempt to offset rising input costs by raising sales prices to our customers. However, increases in the prices we charge our customers may lag behind rising input costs. Competitive pressures also may limit our ability to quickly raise prices in response to rising costs. To the extent we are unable to avoid or offset any present or future cost increases our operating results could be materially adversely affected.

There still remains uncertainty around the COVID-19 pandemic. The ultimate impact depends on the severity and duration of the pandemic, including the emergence and spread of new COVID-19 variants and resurgences, the continued availability and effectiveness of vaccines and actions taken by government authorities and other third parties in response to the pandemic. We will continue to evaluate the extent to which the COVID-19 pandemic will impact our business, results of operations and financial condition.

Results of Operations

Net Sales:

The following table presents net sales by product category (in thousands):

	Three Months Ended				Six Months Ended
	October 1,		October 2,		October 1,		October 2,
	2022		2021		2022		2021
Canned vegetables	$	364,749	$	299,588	$	583,084	$	487,532
Frozen vegetables		40,095		40,850		59,806		63,434
Fruit products		23,971		22,286		42,303		38,159
Snack products		3,695		3,685		6,675		7,097
Other		7,332		5,847		13,167		11,076
Net sales	$	439,842	$	372,256	$	705,035	$	607,298

Three Months Ended October 1, 2022 and October 2, 2021

Net sales totaled $439.8 million for the three months ended October 1, 2022 as compared with $372.3 million for the three months ended October 2, 2021. The overall net sales increase of $67.5 million, or 18.2%, was predominantly due to higher selling prices as total sales volume remained relatively flat year over year.

Canned vegetables were the main driver of the overall increase in net sales, increasing by $65.2 million over the prior year quarter due to higher pricing necessitated by the material cost increases that the Company is experiencing. Fruit products also increased over the prior year quarter by $1.7 million due to higher pricing that was partially offset by lower sales volume. These increases to net sales were partially offset by a decrease of $0.8 million in frozen vegetables resulting from lower sales volumes as compared to the prior year quarter.

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ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OPERATIONS

Six Months Ended October 1, 2022 and October 2, 2021

Net sales amounted to $705.0 million for the six months ended October 1, 2022 as compared with $607.3 million for the six months ended October 1, 2021. The overall net sales increase of $97.7 million, or 16.1%, was due to higher selling prices and increased sales volumes, generating a favorable impact of $88.6 million and $9.1 million to net sales, respectively, as compared to the prior year six-month interim period.

Canned vegetables increased $95.6 million over the prior year six-month interim period due to higher selling pricing necessitated by the material cost increases that the Company is experiencing in addition to increased sales volumes. Pricing represented $73.3 million of the net sales increase within the canned vegetable category while higher sales volumes contributed the remaining $22.3 million of the net sales increase. Fruit products also increased over the prior year six-month interim period by $4.1 million, primarily due to higher pricing. These increases were partially offset by a decrease of $3.6 million in frozen vegetables resulting primarily from lower sales volumes as compared to the prior year six-month interim period.

Operating and Non-Operating Income:

The following table presents components of operating and non-operating income as a percentage of net sales:

	Three Months Ended						Six Months Ended
	October 1,			October 2,			October 1,			October 2,
	2022			2021			2022			2021
Gross margin		9.5	%		11.5	%		9.2	%		12.6	%
Selling, general, and administative expense		4.7	%		5.1	%		5.5	%		6.0	%
Other operating (income) expense, net		(0.1	%)		0.5	%		(0.4	%)		0.1	%
Operating income		5.0	%		5.9	%		4.0	%		6.5	%
Loss from equity investment		0.0	%		2.0	%		0.0	%		1.3	%
Other non-operating income		0.3	%		0.6	%		0.4	%		0.8	%
Interest expense, net		0.5	%		0.4	%		0.5	%		0.4	%

Three Months Ended October 1, 2022 and October 2, 2021

Gross margin: Gross margin for the three months ended October 1, 2022 was 9.5% as compared with 11.5% for the three months ended October 2, 2021. The decrease in gross margin for the three months ended October 1, 2022 was due primarily to a larger LIFO charge in fiscal year 2023. The Company’s LIFO charge for the three months ended October 1, 2022 was $29.2 million as compared to a charge of $8.8 million for the three months ended October 2, 2021. The increase in the LIFO reserve over the three months ended October 1, 2022 reflects the projected impact of expected cost increases throughout fiscal year 2023.

Selling, General, and Administrative: Selling, general, and administrative costs as a percentage of net sales for the three months ended October 1, 2022 were 4.7% as compared with 5.1% for the prior year quarter. The decrease in selling, general, and administrative costs as a percentage of net sales was due to the increase in net sales and the fixed nature of certain expenses.

Other Operating (Income) Expense, net: The Company had net other operating income of $0.5 million during the three months ended October 1, 2022, which was driven primarily by a true-up of the supplemental early retirement plan accrual partially offset by a loss on the sale of various fixed assets. During the three months ended October 2, 2021, the Company had net other operating expense of $1.8 million, driven mostly by a charge for a supplemental retirement plan partially offset by a gain on the sale of a facility and various other fixed assets.

Loss from Equity Investment: The Company’s equity investment was written down to $0 in fiscal year 2022 as a result of an other-than-temporary impairment charge as the investment was determined to not be recoverable.

Other Non-Operating Income: Other non-operating income totaled $1.5 million and $2.4 million for the three months ended October 1, 2022 and October 2, 2021, respectively, and is comprised of the non-service related pension amounts that are actuarially determined.

Interest Expense: Interest expense as a percentage of net sales was 0.5% for the three months ended October 1, 2022 as compared to 0.4% for the three months ended October 2, 2021. Interest expense increased from $1.3 million in the prior year quarter to $2.4 million for the current quarter as a result of higher interest rates and increased average borrowing levels, however remained relatively flat as a percentage of net sales given the increased sales for the current quarter.

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ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OPERATIONS

Six Months Ended October 1, 2022 and October 2, 2021

Gross margin: Gross margin for the six months ended October 1, 2022 was 9.2% as compared with 12.6% for the six months ended October 2, 2021. The decrease in gross margin for the six months ended October 1, 2022 was due primarily to a larger LIFO charge in fiscal year 2023. The Company’s LIFO charge for the six months ended October 1, 2022 was $48.4 million as compared to a charge of $11.6 million for the six months ended October 2, 2021. The increase in the LIFO reserve over the six months ended October 1, 2022 reflects the projected impact of expected cost increases throughout fiscal year 2023.

Selling, General, and Administrative: Selling, general, and administrative costs as a percentage of net sales for the six months ended October 1, 2022 were 5.5% as compared with 6.0% for comparable prior year six-month interim period. The decrease in selling, general, and administrative costs as a percentage of net sales was due to the increase in net sales and the fixed nature of certain expenses.

Other Operating (Income) Expense, net: During the six months ended October 1, 2022, the Company had net other operating income of $2.5 million, which was driven primarily by a gain on the sale of the Company’s western trucking fleet amongst other fixed assets and a true-up of the supplemental early retirement plan accrual. During the six months ended October 2, 2021, the Company had net other operating expense of $0.4 million, driven mostly by a charge for a supplemental early retirement plan offset by a gain on the sale of an aircraft.

Other Non-Operating Income: Other non-operating income totaled $3.1 million and $4.8 million for the six months ended October 1, 2022 and October 2, 2021, respectively, and is comprised of the non-service related pension amounts that are actuarially determined.

Interest Expense: Interest expense as a percentage of net sales was 0.5% for the six months ended October 1, 2022 as compared to 0.4% for the six months ended October 2, 2021. Interest expense increased from $2.7 million in the prior year six-month interim period to $3.8 million for the six months ended October 1, 2022 as a result of higher interest rates and increased average borrowing levels, however remained relatively flat as a percentage of net sales given the increased sales through the first six months of fiscal year 2023.

Income Taxes:

The Company’s effective tax rate was 23.4% and 23.8% for the six months ended October 1, 2022 and October 2, 2021 respectively. The effective tax rate decreased in the current six-month interim period primarily due to the impact of federal credits, which decreased the effective rate by 0.8%. The overall rate decrease was partially offset by increases in permanent differences of 0.2% and state tax rates of 0.1% as compared to the prior year six-month interim period.

Earnings per Share:

A summary of the Company’s earnings per common share is as follows:

	Three Months Ended				Six Months Ended
	October 1,		October 2,		October 1,		October 2,
	2022		2021		2022		2021
Basic earnings per common share	$	2.05	$	1.32	$	2.64	$	2.88
Diluted earnings per common share:	$	2.03	$	1.31	$	2.62	$	2.86

For details of the calculation of these amounts, refer to footnote 3 of the Notes to condensed consolidated financial statements.

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ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OPERATIONS

Liquidity and Capital Resources

The financial condition of the Company is summarized in the following table and explanatory review (dollar amounts in thousands, except per share data):

	October 1,		October 2,		March 31,		March 31,
	2022		2021		2022		2021
Working capital:
Balance	$	559,424	$	411,111	$	382,287	$	358,169
Change in quarter	$	141,526	$	52,858
Current portion of long-term debt	$	4,000	$	4,000	$	4,000	$	4,500
Long-term debt, less current portion	$	316,345	$	142,779	$	109,624	$	94,085
Operating lease obligations, less current portion	$	16,508	$	26,953	$	22,533	$	27,769
Financing lease obligations, less current portion	$	18,499	$	23,509	$	19,942	$	19,232
Total stockholders' equity per equivalent common share (1)	$	73.33	$	66.46	$	69.23	$	63.05
Stockholders' equity per common share	$	74.19	$	67.16	$	69.98	$	63.68
Current ratio		2.26		2.10		3.21		3.27

Note: Equivalent common shares are either common shares or, for convertible preferred shares, the number of common shares that the preferred shares are convertible into. See Note 11 of the Notes to Consolidated Financial Statements of the Company’s 2022 Annual Report on Form 10-K for conversion details.

As shown in the condensed consolidated statements of cash flows, net cash used by operating activities was $133.6 million for the six months ended October 1, 2022, compared to $50.0 million used by operating activities for the same period of the prior year, a change of $83.6 million. The increase in cash used by operating activities is primarily comprised of an increase in cash used for working capital purposes. Inventories increased by $145.9 million, driven by the increased size of the current year harvest in addition to material cost inflation to various production inputs. The increase in inventory was partially offset by a decrease in accounts payable, accrued expenses, and other of $59.3 million and income taxes of $11.3 million.

Cash used by investing activities was $29.8 million for the six months ended October 1, 2022 as compared to $23.6 million for the six months ended October 2, 2021, an increase of $6.2 million. Additions to property, plant and equipment increased $5.6 million during the first six months of fiscal 2023 compared to the same period of fiscal 2022, representing the majority of the increase.

Cash provided by financing activities was $165.4 million for the six months ended October 1, 2022, an increase of $140.4 million compared to cash provided by financing activities for the six months ended October 2, 2021 of $25.0 million. Entering fiscal year 2022, the Company had cash and cash equivalents of $59.8 million on hand to use for seasonal pack needs prior to borrowing on the Revolver as compared to cash and cash equivalents of $10.9 million entering fiscal year 2023. Additionally, cost inflation in fiscal year 2023 is higher than the prior year driving seasonal borrowings for the pack higher as compared to the prior year. During the six months ended October 1, 2022, the Company borrowed $500.0 million and paid down $293.2 million, providing net cash of $206.8 million, which was a change of $158.0 million compared to the comparable prior year period. Other than borrowings under the Revolver, there was no new long-term debt during the first six months of fiscal year 2023. Additionally, during the first six months of fiscal year 2023, the Company repurchased $37.0 million of its common stock, the majority of which was done through a stock repurchase program that was authorized in the first quarter of fiscal year 2022. By comparison, the Company repurchased $17.3 million during the six months ended October 2, 2021, an increase in cash used in financing activities of $19.7 million over the comparable prior year period.

On March 24, 2021, the Company entered into a Fourth Amended and Restated Loan and Security Agreement that provides for a senior revolving credit facility of up to $400.0 million that is seasonally adjusted (the “Revolver”). Maximum borrowings under the Revolver total $300.0 million from April through July and $400.0 million from August through March. The Revolver balance is included in Long-Term Debt in the accompanying condensed consolidated balance sheet due to the Revolver’s March 24, 2026 maturity. In order to maintain availability of funds under the facility, the Company pays a commitment fee on the unused portion of the Revolver. The Revolver is secured by substantially all of the Company’s accounts receivable and inventories and contains borrowing base requirements as well as a financial covenant, if certain circumstances apply. The Company utilizes its Revolver for general corporate purposes, including seasonal working capital needs, to pay debt principal and interest obligations, and to fund capital expenditures and acquisitions. Seasonal working capital needs are affected by the growing cycles of the vegetables the Company packages. The majority of vegetable inventories are produced during the months of June through November and are then sold over the following year. Payment terms for vegetable produce are generally three months but can vary from a few days to seven months. Accordingly, the Company’s need to draw on the Revolver may fluctuate significantly throughout the year.

On September 14, 2022, the Company entered into a First Amendment to the Fourth Amended and Restated Loan and Security Agreement (the “Amendment”) which amended several provisions to replace LIBOR with SOFR plus a spread adjustment as the interest rate benchmark on the Revolver. The transition to SOFR did not materially impact the interest rates applied to the Company’s borrowings. No other material changes were made to the terms of the Company’s Revolver as a result of the Amendment.

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ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OPERATIONS

The Company’s credit facilities contain standard representations and warranties, events of default, and certain affirmative and negative covenants, including various financial covenants. At October 1, 2022, the Company was in compliance with all such covenants.

Impact of Seasonality on Financial Position and Results of Operations:

While individual vegetables have seasonal cycles of peak production and sales, the different cycles are somewhat offsetting. Minimal food packaging occurs in the Company's last fiscal quarter ending March 31, which is the optimal time for maintenance, repairs and equipment changes in its packaging plants. The supply of commodities, current pricing, and expected new crop quantity and quality affect the timing and amount of the Company’s sales and earnings. When the seasonal harvesting periods of the Company's major vegetables are newly completed, inventories for these packaged vegetables are at their highest levels. For peas, the peak inventory time is mid-summer and for corn and green beans, the Company's highest volume vegetables, the peak inventory is in mid-autumn. The seasonal nature of the Company’s production cycle results in inventory and accounts payable reaching their lowest point late in the fourth quarter/early in the first quarter prior to the new seasonal pack commencing. As the seasonal pack progresses, these components of working capital both increase until the pack is complete. Given the material cost increases incurred to date in fiscal year 2023, both inventory and accounts payable are higher than prior year levels as of October 1, 2022.

The Company’s fruit and vegetable sales exhibit seasonal increases in the third and fourth fiscal quarters due to increased retail demand during the holiday seasons. In addition, the Company sells canned and frozen vegetables to a co-pack customer on a bill and hold basis at the end of each pack cycle, which typically occurs during the second and third quarters. The seasonal nature of the Company’s sales, particularly holiday driven retail sales, result in the accounts receivable balance reaching its highest point at the end of the third and fourth fiscal quarters, while typically being the lowest at the end of the first quarter. One of the ways we attempt to offset material cost increases incurred is to increase selling prices, which resulted in a higher accounts receivable balance as compared to the prior year as of October 1, 2022.

Non-GAAP Financial Measures:

Certain disclosures in this report include non-GAAP financial measures. A non-GAAP financial measure is defined as a numerical measure of our financial performance that excludes or includes amounts so as to be different from the most directly comparable measure calculated and presented in accordance with GAAP in our condensed consolidated balance sheets and related condensed consolidated statements of net earnings, comprehensive income, stockholders’ equity and cash flows.

Adjusted net earnings is calculated on a FIFO basis and excludes the impact of the Company’s loss on equity investment. The Company believes this non-GAAP financial measure provides for a better comparison of year over year operating performance. The Company does not intend for this information to be considered in isolation or as a substitute for other measures prepared in accordance with GAAP. Set forth below is a reconciliation of reported net earnings to adjusted net earnings (in thousands):

	Three Months Ended				Six Months Ended
	October 1, 2022		October 2, 2021		October 1, 2022		October 2, 2021
Earnings before income taxes, as reported	$	20,993	$	15,239	$	27,725	$	33,844
LIFO charge		29,210		8,802		48,435		11,639
Loss on equity investment		-		7,619		-		7,775
Adjusted earnings before income taxes		50,203		31,660		76,160		53,258
Income taxes at effective tax rates		11,748		7,535		17,821		12,675
Adjusted net earnings	$	38,455	$	24,125	$	58,339	$	40,583

New Accounting Standards

Refer to footnote 1 of the Notes to Condensed Consolidated Financial Statements.

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ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OPERATIONS

Critical Accounting Policies and Estimates

Revenue Recognition and Trade Promotion Expenses: Revenue recognition is completed for most customers at a point in time basis when product control is transferred to the customer. In general, control transfers to the customer when the product is shipped or delivered to the customer based upon applicable shipping terms, as the customer can direct the use and obtain substantially all of the remaining benefits from the asset at this point in time. The Company sells certain finished goods inventory for cash on a bill and hold basis. The terms of the bill and hold agreement provide that title to the specified inventory is transferred to the customer prior to shipment and the Company has the right to payment (prior to physical delivery) which results in recorded revenue as determined under the revenue recognition standard.

Trade promotions are an important component of the sales and marketing of the Company’s branded products and are critical to the support of the business. Trade promotion costs, which are recorded as a reduction of net sales, include amounts paid to encourage retailers to offer temporary price reductions for the sale of the Company’s products to consumers, amounts paid to obtain favorable display positions in retail stores, and amounts paid to retailers for shelf space in retail stores. Accruals for trade promotions are recorded primarily at the time of sale of product to the retailer based on expected levels of performance. Settlement of these liabilities typically occurs in subsequent periods primarily through an authorized process for deductions taken by a retailer from amounts otherwise due to the Company. As a result, the ultimate cost of a trade promotion program is dependent on the relative success of the events and the actions and level of deductions taken by retailers for amounts they consider due to them. Final determination of the permissible deductions may take extended periods of time.

Inventories: The Company uses the lower of cost, determined under the LIFO method, or market, to value substantially all of its inventories. In the high inflation environment that the Company is experiencing, the Company believes that the LIFO method was preferable over the FIFO method because it better matches the cost of current production to current revenue. An actual valuation of inventory under the LIFO method is made at the end of each fiscal year based on the inventory levels and costs at that time. In contrast, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels, production pack yields, sales and the expected rate of inflation or deflation for the year. The interim LIFO calculations are subject to adjustment in the final year-end LIFO inventory valuation.

Long-Lived Assets: The Company assesses its long-lived assets for impairment whenever there is an indicator of impairment. Property, plant, and equipment are depreciated over their assigned lives. The assigned lives and the projected cash flows used to test impairment are subjective. If actual lives are shorter than anticipated or if future cash flows are less than anticipated, a future impairment charge or a loss on disposal of the assets could be incurred. Impairment losses are evaluated if the estimated undiscounted value of the cash flows is less than the carrying value. If such is the case, a loss is recognized when the carrying value of an asset exceeds its fair value.

Income Taxes: As part of the income tax provision process of preparing the consolidated financial statements, the Company estimates income taxes. This process involves estimating current tax expenses together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities. The Company then assesses the likelihood that any deferred tax assets will be recovered from future taxable income and to the extent it is believed the recovery is not likely, a valuation allowance is established.

Pension Expense: The Company has a defined benefit plan which is subject to certain actuarial assumptions. The funded status of the pension plan is dependent upon many factors, including returns on invested assets and the level of certain market interest rates, employee-related demographic factors, such as turnover, retirement age and mortality, and the rate of salary increases. Certain assumptions reflect the Company's historical experience and management’s best judgment regarding future expectations.

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ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OPERATIONS

Forward-Looking Information

This Quarterly Report on Form 10-Q contains “forward-looking statements” as that term is used in the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they address future events, developments, and results and do not relate strictly to historical facts. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate, or imply future results, performance, or achievements, and may contain the words "will," "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "seeks," "should," "likely," "targets," "may", "can" and variations thereof and similar expressions. Forward-looking statements are subject to known and unknown risks, uncertainties, and other important factors that could cause actual results to differ materially from those expressed. We believe important factors that could cause actual results to differ materially from our expectations include, but are not limited to, the following:

●

the effects of rising costs and availability of raw fruit and vegetables, steel, ingredients, packaging, other raw materials, distribution and labor;

●

crude oil prices and their impact on distribution, packaging and energy costs;

●

an overall labor shortage, ability to retain a sufficient seasonal workforce, lack of skilled labor, labor inflation or increased turnover impacting our ability to recruit and retain employees;

●

climate and weather affecting growing conditions and crop yields;

●

our ability to successfully implement sales price increases and cost saving measures to offset cost increases;

●

the loss of significant customers or a substantial reduction in orders from these customers;

●

effectiveness of our marketing and trade promotion programs;

●

competition, changes in consumer preferences, demand for our products and local economic and market conditions;

●

the impact of a pandemic on our business, suppliers, customers, consumers and employees;

●

unanticipated expenses, including, without limitation, litigation or legal settlement expenses;

●

product liability claims;

●

the anticipated needs for, and the availability of, cash;

●

the availability of financing;

●

leverage and the ability to service and reduce debt;

●

foreign currency exchange and interest rate fluctuations;

●

the risks associated with the expansion of our business;

●

the ability to successfully integrate acquisitions into our operations;

●

our ability to protect information systems against, or effectively respond to, a cybersecurity incident or other disruption;

●

other factors that affect the food industry generally, including:

recalls if products become adulterated or misbranded, liability if product consumption causes injury, ingredient disclosure and labeling laws and regulations and the possibility that consumers could lose confidence in the safety and quality of certain food products;

competitors’ pricing practices and promotional spending levels;

fluctuations in the level of our customers’ inventories and credit and other business risks related to our customers operating in a challenging economic and competitive environment; and

the risks associated with third-party suppliers, including the risk that any failure by one or more of our third-party suppliers to comply with food safety or other laws and regulations may disrupt our supply of raw materials or certain finished goods products or injure our reputation; and

●

changes in, or the failure or inability to comply with, U.S., foreign and local governmental regulations, including health, environmental, and safety regulations.

Any of these factors, as well as such other factors as discussed in our other periodic filings with the SEC, could cause our actual results to differ materially from our anticipated results. The information provided in this Form 10-Q is based upon the facts and circumstances known as of the date of this report, and any forward-looking statements made by us in this Form 10-Q speak only as of the date on which they are made. Except as required by law, we undertake no obligation to update these forward-looking statements after the date of this Form 10-Q to reflect events or circumstances after such date, or to reflect the occurrence of unanticipated events.

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ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In the ordinary course of business, the Company is exposed to various market risk factors, including changes in general economic conditions, competition and raw material pricing and availability. In addition, the Company is exposed to fluctuations in interest rates, primarily related to its revolving credit facility. To manage interest rate risk, the Company uses both fixed and variable interest rate debt plus fixed interest rate lease obligations. There have been no material changes to the Company’s exposure to market risk since March 31, 2022.

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ITEM 4 CONTROLS AND PROCEDURES

The Company maintains a system of internal and disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported on a timely basis. The Company’s Board of Directors, operating through its Audit Committee, which is composed entirely of independent outside directors, provides oversight to the financial reporting process.

An evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, as of October 1, 2022, our disclosure controls and procedures were effective. The Company continues to examine, refine and formalize its disclosure controls and procedures and to monitor ongoing developments in this area.

There have been no changes during the period covered by this report to the Company's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

Refer to footnote 15 to the Consolidated Financial Statements included in Part II Item 8 of the Annual Report on Form 10-K for the fiscal year ended March 31, 2022.

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in the Company’s Annual Report Form 10-K for the period ended March 31, 2022 except to the extent factual information disclosed elsewhere in this Form 10-Q relates to such risk factors.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

	Total Number of				Average Price
	Shares Purchased				Paid per Share						Maximum Number
									Total Number of Shares		(or Approximate Dollar Value) of
	Class A		Class B		Class A		Class B		Purchased as Part of Publicly		Shares that May Yet Be Purchased
Period	Common		Common		Common		Common		Announced Plans or Programs		Under the Plans or Programs
7/01/2022 – 7/31/2022		89,230		-	$	56.30		-		89,230
08/01/2022 – 08/31/2022 (1)		110,366		-	$	55.68		-		98,180
09/1/2022 09/30/2022		203,331		-	$	50.76		-		203,331
Total		402,927		-	$	54.25		-		390,741		615,658

(1) Includes 12,186 shares that were purchased in open market transactions by the trustees under the Seneca Foods Corporation Employees' Savings Plan to provide employee matching contributions under the plan.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

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PART II – OTHER INFORMATION

Item 6. Exhibits

Exhibit Number	Description

10.1	First Amendment to Fourth Amended and Restated Loan and Security Agreement dated as of September 14, 2022 by and among Seneca Foods Corporation, Seneca Foods, LLC, Seneca Snack Company, Green Valley Foods, LLC and certain other subsidiaries of Seneca Foods Corporation, the financial institutions party thereto as lenders, as agent, issuing bank, and syndication agent, and BofA Securities, Inc. as lead arranger

31.1	Certification of Paul L. Palmby pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2	Certification of Timothy J. Benjamin pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


101.INS	Inline XBRL Instance Document (filed herewith).
101.1.SCH	Inline XBRL Taxonomy Extension Calculation Schema Document (filed herewith).
101.2.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith).
101.3.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith).
101.4.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith).
101.5.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith).
104	Cover page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*) (filed herewith)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		SENECA FOODS CORPORATION


	By:	/s/ Paul L. Palmby
		Paul L. Palmby
		President and Chief Executive Officer
		(Principal Executive Officer)

		November 9, 2022


	By:	/s/ Timothy J. Benjamin
		Timothy J. Benjamin
		Chief Financial Officer
		(Principal Financial Officer)


		November 9, 2022

EXHIBIT 10.1

FIRST AMENDMENT
TO
FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

This First Amendment to Fourth Amended and Restated Loan and Security (this “Amendment”) is dated as of September 14, 2022, by and among SENECA FOODS CORPORATION, a New York corporation (the “Parent”), SENECA FOODS, LLC, a Delaware limited liability company (“Seneca LLC”), SENECA SNACK COMPANY, a Washington corporation (“Seneca Snack”), GREEN VALLEY FOODS, LLC, a Delaware limited liability company (“Green Valley”, and together with the Parent, Seneca LLC and Seneca Snack, collectively, the “Borrowers”), MARION FOODS, INC., a New York corporation (“Marion”), PORTLAND FOOD PRODUCTS COMPANY, an Oregon corporation (“Portland Food”), and GRAY & COMPANY, an Oregon corporation (“Gray”, and together with Marion, and Portland Food, collectively, the “Guarantors”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), BANK OF AMERICA, N.A., a national banking association, as agent for the Secured Parties (“Agent”), as Issuing Bank and as Syndication Agent and BOFA SECURITIES, INC., a Delaware corporation, as Lead Arranger (the “Lead Arranger”).

RECITALS

A. The Borrowers and the Guarantors (collectively, the “Obligors”), the Lenders, the Agent, and the Lead Arranger are parties to that certain Fourth Amended and Restated Loan and Security Agreement, dated as of March 24, 2021 (as amended, restated, supplemented or otherwise modified from time to time prior to the First Amendment Effective Date, the “Loan Agreement”). All capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Amended Loan Agreement (as defined below).

B. The Obligors have requested that the Lenders, the Agent and the Lead Arranger modify certain provisions of the Loan Agreement as more fully set forth below to reflect the addition of TD Bank, N.A. as a Lender and the conversion of the interest rates applicable to the Loans.

C. The Lenders, the Agent, and the Lead Arranger have agreed to such requests provided that, among other conditions precedent, the Obligors execute and deliver this Amendment.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Modifications of Loan Agreement. The parties hereto agree that, on the First Amendment Effective Date (as defined below), the Loan Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: ~~stricken text~~) and to add the double- underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in on Exhibit A attached hereto (the Loan Agreement as so amended and as further amended, restated, supplemented or otherwise modified from time to time, the “Amended Loan Agreement”).

2. Ratification of Loan Documents and Collateral. The Obligors hereby ratify and affirm the Amended Loan Agreement, which shall continue to apply with full force and effect, and agree to perform each obligation set forth in the Amended Loan Agreement. Except as specifically modified and amended herein, all terms, warranties, representations, conditions and covenants contained in the Loan Agreement, the Notes and the other Loan Documents shall remain in full force and effect. Any property or rights to or interests in property granted as security in the Loan Agreement or the other Loan Documents shall remain as security for the Obligations pursuant to the Amended Loan Agreement and the other Loan Documents, as amended by and subject to the terms of this Amendment. Each Obligor hereby consents to this Amendment and the transactions contemplated hereby, and hereby (i) agrees that the security interests securing the Obligations continue to constitute valid first-priority liens on the collateral described in the Loan Documents, (ii) in the case of any Guarantor, ratifies, affirms and confirms its guarantee of the Obligations (as modified hereby) all as provided in the Loan Documents, and (iii) acknowledges and agrees that all of the Collateral does, and is intended to continue to, secure all of the Obligations, in each case, under the Amended Loan Agreement and the other Loan Documents.

3. Representations and Warranties. Each Obligor represents and warrants to the Lender as of the date hereof and the First Amendment Effective Date that:

(a) The execution, delivery and performance by the Obligors of this Amendment and any related documents has been duly authorized by all necessary corporate action on the part of each Obligor party thereto and does not violate, conflict with, or result in a breach of the organizational documents of any Obligor or any agreement, instrument, court order, or judgment to which any Obligor is a party or which is binding upon any Obligor or any of its properties. This Amendment, the Amended Loan Agreement and the other Loan Documents, and any related documents to which any Obligor is a party, are the legal, valid and binding obligations of each Obligor party thereto, enforceable in accordance with their respective terms.

(b) After giving effect to the amendments set forth in Section 1 on the First Amendment Effective Date, the representations, warranties, certifications and agreements contained in the Amended Loan Agreement and the other Loan Documents are true, complete and accurate in all material respects as of the date hereof; provided, however, that those representations and warranties expressly referring to another date shall be true, correct and complete in all material respects as of such date.

(c) Each Obligor has performed all of its obligations under the Loan Agreement, the Notes, and the other Loan Documents and will continue to perform all of its obligations under the Amended Loan Agreement and the other Loan Documents and no Obligor has knowledge of any event which, with the giving of notice, the passage of time or both, would constitute an Event of Default under the Amended Loan Agreement or the other Loan Documents.

(d) No Obligor has any claims, defenses, counterclaims, or rights of rescission or offset against the Lender, whether relating to the Loan Agreement, Amended Loan Agreement, the other Loan Documents or otherwise.

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(e) No voluntary actions or, to any Obligor’s knowledge, involuntary actions are pending against any Obligor under the bankruptcy or insolvency laws of the United States or any state thereof.

4. Further Assurances. The Obligors shall, at the request of the Lender from time to time, make, execute and deliver, and cause each other Obligor to make, execute and deliver, such additional agreements, documents and instruments, and take such further action, as the Lender may reasonably request, in each case further to effect the purposes of this Amendment, the Amended Loan Agreement and/or any other Loan Document.

5. Conditions Precedent. The Lender’s agreement to execute, deliver and be bound by this Amendment is contingent upon the following conditions precedent being satisfied by the Obligors (the date of such satisfaction, the “First Amendment Effective Date”):

(a) The Obligors shall execute and deliver, or cause the execution and delivery of, this Amendment and such other documents as the Lender may reasonably require, including, without limitation, those set forth on Annex I attached hereto.

(b) The Obligors shall have reimbursed the Lender for its costs and expenses, including attorneys’ fees, incurred in connection with this Amendment.

(c) After giving effect to the amendments set forth in Section 1 on the First Amendment Effective Date, each of the representations and warranties of the Obligors set forth in the Loan Documents shall be true and correct in all respects, in each case, on and as of the date hereof as if made on the date hereof; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all respects as of such earlier date.

(d) After giving effect to the amendments set forth in Section 1 on the First Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing.

6. Miscellaneous.

(a) The Amended Loan Agreement and the other Loan Documents, as modified herein and as previously modified, contain the entire understanding and agreement of the Obligors and the Lender with respect to the Obligations and supersede all prior representations, warranties, agreements, arrangements, and understandings. No provision of the Amended Loan Agreement or the other Loan Documents as modified may be changed, discharged, supplemented, terminated, or waived except in a writing signed by the Lender, the Obligors and any Guarantor party thereto. This Amendment will inure to the benefit of and bind the respective heirs, administrators, executors, representatives, successors and permitted assigns of the parties hereto.

(b) All references in the Loan Documents to the Loan Agreement shall mean the Amended Loan Agreement as modified and amended. This Amendment shall also constitute a “Loan Document” and all terms and conditions of the Amended Loan Agreement including, without limitation, events of default, maturity dates and the miscellaneous provisions set forth therein, including without limitation, consent to jurisdiction, applicable law, and waiver of jury are incorporated herein as though set forth in full and the Lender shall be entitled to the benefits thereof with respect to this Amendment.

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(c) Without limiting any of the Obligors’ other obligations under this Amendment, the Loan Agreement, the Amended Loan Agreement or any other Loan Document, the Obligors jointly and severally agree to pay to the Agent upon demand (i) an amount equal to any and all reasonable out-of-pocket costs or expenses (including legal fees and disbursements) incurred or sustained by the Agent in connection with the preparation of this Amendment and all related matters, and (ii) and all reasonable out-of-pocket costs or expenses (including legal fees and disbursements and consulting, accounting, appraisal and other similar professional fees and expenses) hereafter incurred or sustained by the Agent in connection with the administration of credit extended by the Lenders to the Obligors or the preservation of, or enforcement of, any rights of the Agent or the Lenders under the Amended Loan Agreement and the other Loan Documents or in respect of any of the Obligors’ other obligations to the Agent and the Lenders.

(d) THIS AMENDMENT, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING CONFLICTS OF LAW.

(e) This Amendment may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid, effective and binding for all purposes.

7. No Waiver. Nothing in this Amendment shall extend or affect in any way any of the Obligors’ obligations, or any of the rights and remedies of the Agent or the Lenders, arising under any of the Loan Documents, and neither the Agent nor the Lenders shall be deemed to have waived any or all of such rights or remedies with respect to any Event of Default or event or condition which, with notice or the lapse of time or both, would become an Event of Default under any of the Loan Documents and which upon the Obligors’ execution and delivery of this Agreement might otherwise exist or which might hereafter occur.

8. Release of the Agent and the Lenders. By execution of this Amendment, each Obligor acknowledges and confirms that neither it nor any other Obligor has any offsets, defenses, recoupments or claims against the Agent or any of the Lenders, or any of their respective present or former officers, agents, directors, attorneys or employees whether asserted or unasserted. To the extent that any Obligor may have such offsets, defenses, recoupments or claims, each Obligor, and its successors, assigns, parent companies, subsidiaries, affiliates, predecessors, employees, agents, heirs, executors, as applicable, release and forever discharge the Agent, the Lenders, their respective parent companies, subsidiaries, affiliates, officers, directors, employees, agents, attorneys, successors and assigns, both present and former (collectively the “Lender Affiliates”) of and from any and all manner of action and actions, cause and causes of action, suits, debts, controversies, damages, judgments, executions,recoupments, claims and demands whatsoever, asserted or unasserted, in law or in equity which against the Agent, any of the Lenders, or any of the Lender Affiliates they ever had, now have or which the Obligor’s successors, assigns, parent companies, subsidiaries, affiliates, predecessors, employees, agents, heirs, executors, as applicable, both present and former ever had or now has, upon or by reason of any matter, cause, causes or thing whatsoever, including, without limitation, any presently existing claim or defense, whether or not presently suspected, contemplated or anticipated. In any litigation arising from, or related to an alleged breach of the foregoing release, the foregoing release may be pleaded as a defense, counterclaim or crossclaim, and shall be admissible into evidence without any foundation testimony whatsoever.

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9. Severability. If any clause or provision of this Amendment or the Amended Loan Agreement is determined to be illegal, invalid or unenforceable under any present or future law by the final judgment of a court of competent jurisdiction, the remainder of this Amendment or the Amended Loan Agreement, as applicable, will not be affected thereby. It is the intention of the parties that if any such provision is held to be invalid, illegal or unenforceable, there will be added by the Agent in lieu thereof a provision as similar in terms to such provision as is possible, and that such added provision will be legal, valid and enforceable.

10. Headings. All headings contained in this Amendment are for reference purposes only and are not intended to affect in any way the meaning or interpretation of this Amendment.

11. Negation of Partnership. The relationship among the Obligors, the Agent and the Lenders is that of debtor and creditor. Nothing contained in this Amendment, the Amended Loan Agreement or any other Loan Document will be deemed to create a partnership or joint venture between any Obligor and the Agent or any of the Lenders, or to cause the Agent or any of the Lenders to be liable or responsible in any way for the actions, liabilities, debts, or obligations of any Obligor.

12. Voluntary Agreement. The Obligors represent and warrant that the Obligors are represented by legal counsel of their choice, are fully aware of and understand the terms contained in this Amendment and the Amended Loan Agreement and have voluntarily and without coercion or duress of any kind, entered into this Amendment and the documents executed in connection with this Amendment.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned have entered into this Amendment as of the date first above written.

	BORROWERS:

	SENECA FOODS CORPORATION


	By: /s/Timothy Benjamin
	Name:	Timothy Benjamin
	Title:	CFO

	Address:
	350 WillowBrook Office Park
	Fairport, New York 14450

		Attn:
		Telecopy:

	SENECA FOODS, LLC


	By: /s/Timothy Benjamin
	Name:	Timothy Benjamin
	Title:	Treasurer

	Address:
	c/o Seneca Foods Corporation
	350 WillowBrook Office Park
	Fairport, New York 14450

		Attn:
		Telecopy:

	SENECA SNACK COMPANY


	By: /s/Timothy Benjamin
	Name:	Timothy Benjamin
	Title:	Treasurer

	Address:
	c/o Seneca Foods Corporation
	350 WillowBrook Office Park
	Fairport, New York 14450

		Attn:
		Telecopy: