10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-K

(Mark one)

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

For the fiscal year ended March 31, 2024

OR

☐ 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 incorporation or organization)	(I. R. S. Employer Identification No.)

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

Registrant’s telephone number, including area code: (585) 495-4100

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

Title of Each Class	Trading Symbol	Name of Exchange on 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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

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 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 check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant as of September 29, 2023, the last business day of the Registrant’s most recently completed second fiscal quarter, was $296,458,515 (based on the closing share price per market reports generated from the NASDAQ Global Select Market System on September 29, 2023).

As of May 23, 2024, there were 5,312,025 shares of Class A common stock and 1,652,411 shares of Class B common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the registrant’s definitive Proxy Statement for the 2024 Annual Meeting of Shareholders to be held hereafter, and the Annual Report to Shareholders of Seneca Foods Corporation for the fiscal year ended March 31, 2024 (the “Annual Report”), included as Exhibit 13 to this Form 10-K, are incorporated by reference in Parts I, II, III, and IV hereof.

SENECA FOODS CORPORATION

ANNUAL REPORT ON FORM 10-K

FOR THE FISCAL YEAR ENDED MARCH 31, 2024

TABLE OF CONTENTS

PART I.		Pages
Item 1.	Business	2
Item 1A.	Risk Factors	6
Item 1B.	Unresolved Staff Comments	12
Item 1C.	Cybersecurity	13
Item 2.	Properties	14
Item 3.	Legal Proceedings	14
Item 4.	Mine Safety Disclosures	14
PART II.
Item 5.	Market for Registrant’s Common Stock, Related Security Holder Matters and Issuer Purchases of Equity Securities	15
Item 6.	[Reserved]	15
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	15
Item 8.	Financial Statements and Supplementary Data	16
Item 9.	Changes in and Disagreements with Accountants on Accounting Financial Disclosure	16
Item 9A.	Controls and Procedures	16
Item 9B.	Other Information	17
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	17
PART III.
Item 10.	Directors, Executive Officers and Corporate Governance	17
Item 11.	Executive Compensation	17
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	18
Item 13.	Certain Relationships and Related Transactions, and Director Independence	18
Item 14.	Principal Accountant Fees and Services	18
PART IV.
Item 15.	Exhibits and Financial Statement Schedules	18
Item 16.	Form 10-K Summary	20
SIGNATURES		21

Forward-Looking Statements

This Annual Report on Form 10-K 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:

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

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

o 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;

o climate and weather affecting growing conditions and crop yields;

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

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

o effectiveness of our marketing and trade promotion programs;

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

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

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

o product liability claims;

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

o the availability of financing;

o leverage and the ability to service and reduce debt;

o foreign currency exchange and interest rate fluctuations;

o the risks associated with the expansion of our business;

o the ability to successfully integrate acquisitions into our operations;

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

o 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

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

Any of these factors, as well as such other factors as discussed in (1) Part I, Item 1A., “Risk Factors” of this Annual Report on Form 10-K, (2) Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and (3) in our other periodic filings with the Securities and Exchange Commission (the “SEC”), could cause our actual results to differ materially from our anticipated results. The information provided in this Form 10-K 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-K 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-K to reflect events or circumstances after such date, or to reflect the occurrence of unanticipated events.

1

PART I

Item 1. Business

Overview

Seneca Foods Corporation (“Seneca” or the “Company”) was founded in 1949 and has evolved through internal growth and strategic acquisitions into a leading provider of packaged fruits and vegetables, with 26 main facilities located throughout the United States. The facilities are comprised of plants for packaging, can manufacturing, seed production, a farming operation and a logistical support network. Food packaging operations are primarily supported by plant locations in New York, Michigan, Oregon, Wisconsin, Washington, Idaho, Illinois, and Minnesota. The Company also maintains warehouses which are generally located adjacent to its packaging plants. The Company is incorporated in New York with its headquarters located at 350 WillowBrook Office Park, Fairport, New York 14450 and its telephone number is (585) 495-4100.

The Company’s business strategies are designed to grow its market share and enhance sales and margins. These strategies include: 1) expand the Company’s leadership in the packaged fruit and vegetable industry; 2) provide low-cost, high-quality fruit and vegetable products to consumers through the elimination of costs from the Company’s supply chain and investment in state-of-the-art production and logistical technology; 3) focus on growth opportunities to capitalize on higher expected returns; and 4) pursue strategic acquisitions that leverage the Company’s core competencies.

Available Information

The Company’s Internet address is www.senecafoods.com. The Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available on the Company’s web site, as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. All such filings on the Company’s web site are available free of charge. Information on our website is not part of the annual report on Form 10-K.

In addition, the Company's website includes items related to corporate governance matters, including charters of various committees of the Board of Directors and the Company's Code of Business Conduct and Ethics. The Company intends to disclose on its website any amendment to or waiver of any provision of the Code of Business Conduct and Ethics that would otherwise be required to be disclosed under the rules of the SEC and NASDAQ.

Financial Information about Industry Segments

The Company manages its business almost entirely on the basis of two reportable food packaging segments: Vegetable and Fruit/Snack. The Other category comprises non-food operations including revenue derived from the sale of cans, ends, seed, and outside revenue from the Company's trucking and aircraft operations, and certain corporate items. The Company’s food operations constituted 98% of total net sales in fiscal year 2024. Canned vegetables represented 83%, frozen vegetables represented 8%, fruit products represented 6%, and snack products represented 1% of the total food packaging net sales. Non-food packaging sales represented 2% of the Company's fiscal year 2024 net sales. Refer to the information set forth under the heading “Segment Information” in Note 13 of the Notes to Consolidated Financial Statements in Part II, Item 8, “Financial Statements and Supplementary Data”, for additional discussion about the Company’s segments.

Principal Products and Markets

The Company’s principal product offerings include canned, frozen and jarred produce, and snack chips. The Company manufactures and sells the following:

● private label products to retailers, such as supermarkets, mass merchandisers, and specialty retailers, for resale under the retailers’ own or controlled labels;

● private label and branded products to the foodservice industry, including foodservice distributors and national restaurant operators;

● branded products under national and regional brands that the Company owns or licenses, including Seneca®, Libby’s®, Green Giant®, Aunt Nellie’s®, CherryMan®, Green Valley® and READ®;

● branded products under co-pack agreements to other major branded companies for their distribution; and

● products to the Company’s industrial customer base for repackaging in portion control packages and for use as ingredients by other food manufacturers.

2

The Company’s fruits and vegetables are sold nationwide by major grocery outlets, including supermarkets, mass merchandisers, limited assortment stores, club stores and dollar stores. The Company also sells its products to foodservice distributors, restaurant chains, industrial markets, other food processors, export customers in approximately 55 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. The following table summarizes net sales by major product category for fiscal years 2024 and 2023 (in thousands):

		Fiscal Year:
	2024		2023
Canned vegetables	$	1,204,823	$	1,253,257
Frozen vegetables		120,795		121,211
Fruit products		87,435		91,495
Snack products		13,400		12,661
Other		32,150		30,728
	$	1,458,603	$	1,509,352

Source and Availability of Raw Materials

The Company’s high-quality products are primarily sourced from more than 1,200 American farms. The Company purchases other raw materials, including steel, ingredients and packaging materials from 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.

The Company continues to experience material cost inflation for many of its raw materials and other input costs attributable to a number of factors, including but not limited to, supply chain disruptions (including raw material shortages), labor shortages, the conflict between Russia and Ukraine, and the conflict in Israel and Gaza. While the Company has no direct exposure to these conflicts, it has continued to experience increased costs for transportation, energy, and raw materials due in part to the negative impact on the global economy. The Company attempts to manage cost inflation risks by locking in prices through short-term supply contracts, advance grower purchase agreements, and by implementing cost saving measures. The Company also attempts to offset rising input costs by raising sales prices to its customers. However, increases in the prices the Company charges its customers may lag behind rising input costs. Competitive pressures also may limit the Company’s ability to quickly raise prices in response to rising costs. To the extent the Company is unable to avoid or offset any present or future cost increases, its operating results could be materially adversely affected.

Domestic and International Sales

The following table sets forth domestic and international sales (in thousands, except percentages):

	Fiscal Year
	2024			2023
Net sales:
Domestic	$	1,374,774		$	1,408,710
International		83,829			100,642
Total net sales	$	1,458,603		$	1,509,352
As a percentage of net sales:
Domestic		94.3	%		93.3	%
International		5.7	%		6.7	%
Total		100.0	%		100.0	%

Intellectual Property

The Company has a license agreement with B&G Foods, Inc., for use of the Green Giant® brand name to manufacture, market, distribute, and sell shelf-stable vegetable products within the United States and its territories, and certain Caribbean islands in perpetuity. The license is royalty free and does not include Green Giant frozen, Green Giant Canada or the Le Sueur brand.

The Company holds the Libby's® brand name pursuant to a trademark license. The license is limited to vegetables which are shelf-stable, frozen, and thermally packaged, and includes the Company's major vegetable varieties – corn, peas and green beans – as well as certain other thermally packaged vegetable varieties and sauerkraut. The license is renewable by the Company every 10 years for an aggregate period expiring in March 2081. 

3

The Company is required to pay an annual royalty to Libby's Brand Holding, Ltd., who may terminate the license for non-payment of royalty, use of the trademark in sales outside the licensed territory, failure to achieve a minimum level of sales under the licensed trademark during any calendar year or a material breach or default by the Company under the agreement (which is not cured within the specified cure period). A total of $0.1 million was paid as a royalty fee for the fiscal year ended March 31, 2024.

The Company also sells canned vegetables, frozen vegetables, jarred fruit, and other food products under several other brands for which the Company has obtained registered trademarks, including, Aunt Nellie’s®, CherryMan®, Green Valley®, READ®, Seneca®, and other regional brands.

Seasonality

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 mid-to-late 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.

The Company’s revenues typically are highest in the second and third fiscal quarters. This is due, in part, because the Company’s fruit and vegetable sales exhibit seasonal increases in the third fiscal quarter due to increased retail demand during the holiday season. 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 these quarters.

These seasonal fluctuations are illustrated in the following table, which presents certain unaudited quarterly financial information for the periods indicated (in thousands):

	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Fiscal Year 2024:
Net sales	$	298,664	$	407,475	$	444,481	$	307,983
Gross margin		55,289		58,118		54,033		20,778
Net earnings (loss)		23,111		24,779		17,675		(2,247	)
Revolver outstanding (at quarter end)		52,064		134,757		258,108		237,225
Fiscal Year 2023:
Net sales	$	265,193	$	439,842	$	473,254	$	331,063
Gross margin		22,843		41,779		53,789		(14,092	)
Net earnings (loss)		5,103		16,131		21,054		(33,057	)
Revolver outstanding (at quarter end)		78,965		229,213		313,808		180,598

Competition

Competition in the packaged food industry is substantial with brand recognition and promotion, quality, service, and pricing being the major determinants in the Company’s relative market position. The Company believes that it is a major producer of canned vegetables, frozen vegetables, and jarred fruit but some producers of these products have sales which exceed the Company's sales. The Company is aware of at least 13 competitors in the U.S. packaged fruit and vegetable industry, many of which are privately held companies.

Government Regulation

The Company is subject to extensive regulations in the United States by federal, state and local government authorities. In the United States, the federal agencies governing the manufacture, marketing and distribution of our products include, among others, the Federal Trade Commission (“FTC”), the United States Food & Drug Administration (“FDA”), the United States Department of Agriculture (“USDA”), the United States Environmental Protection Agency (“EPA”) and the Occupational Safety and Health Administration (“OSHA”). Under various statutes, these agencies prescribe and establish, among other things, the requirements and standards for quality, safety and representation of the Company’s products to the consumer in labeling and advertising. 

4

Environmental protection is an area that has been worked on diligently at each food packaging facility. In all locations, the Company has cooperated with federal, state, and local environmental protection authorities in developing and maintaining suitable antipollution facilities. In general, we believe our pollution control facilities are equal to or somewhat superior to those of our competitors and are within environmental protection standards. The Company does not expect any capital expenditures out of the ordinary course of business in order to comply with environmental regulations in the near future.

There has been a broad range of proposed and promulgated state, national and international regulations aimed at reducing the effects of climate change. In the United States, there is a significant possibility that some form of regulation will be forthcoming at the federal level to address the effects of climate change. Such regulation could result in the creation of additional costs in the form of taxes, consultant expenses, the restriction of output, investments of capital to maintain compliance with laws and regulations or required acquisition or trading of emission allowances.

Environmental Matters

Seneca publishes an annual Corporate Responsibility Report which highlights its vision for and approach to corporate sustainability and details key initiatives it is undertaking in the areas of environmental stewardship, social responsibility, and corporate governance. The report is available on our website and is not a part of this Annual Report on Form 10-K.

The Company takes its responsibility to be a good steward of the environment seriously and adopts policies and procedures under the guidance of the Board of Directors that advance our performance. We monitor existing and pending climate legislation and regulation to evaluate any potential impact on our future results of operations, capital expenditures or financial position. The Board of Directors provides oversight as part of their evaluation of business responsibility and sustainability initiatives, and we will continue to monitor emerging developments and assess our performance in this area. We may face additional economic and operational impacts from ESG regulations as well as impacts from our suppliers and customers as they adhere to the laws and regulations.

Human Capital

Employment

As of March 31, 2024, Seneca employed approximately 2,900 employees and employed an additional approximately 3,900 seasonal employees during the Company’s peak summer harvest season. 100% of our employees are located in the United States, distributed across the Company’s facilities.

Culture

At Seneca, we work hard every day to feed the world safe and nutritious products, while adhering to our fundamental beliefs (which can be found on our website). These beliefs include acting with integrity in all matters, treating employees with respect, and maintaining the highest standards for protecting our workers. We also believe in promoting from within, which has resulted in many long-tenured employees in leadership positions throughout the Company.

Employee Health and Safety

The health and safety of our employees is a top priority at Seneca. The Company complies with all national and local laws of the jurisdictions in which we operate regarding worker health and safety. In addition, we work to continuously improve our safety record with worker safety training and Seneca’s HERO (“Health Environment Risk Observation”) program, in which employees proactively identify and mitigate potential safety risks. At Seneca, we believe that safety is everyone’s responsibility, and the HERO program reflects that commitment, with close to 100% employee participation.

The Company also conducts annual safety audits at all processing locations to ensure compliance with Seneca and OSHA safety standards. External risk management services are also consulted as part of this process. The Company’s management recognizes plants that achieve at least one million work hours or 1,000 days worked without a lost time injury to employees with the President’s “Bronze Eagle” award, which is prominently displayed at many of our processing facilities.

Employee Training and Development

Seneca believes in developing internal talent and providing employees with an opportunity for education and advancement. In support of this endeavor, we have developed three key programs. SAVES (“Seneca Adding Value Employee System”) focuses on employee empowerment, education, and application of lean manufacturing principles. The Company’s dedicated SAVES instructors and project leaders educate employees and empower them to make process improvements at all of our processing facilities. GROWS (“Get Rid of Waste Systemically”) supports our leadership development efforts through continuous improvement project leadership. LEADS ("Leadership Education and Development at Seneca") is a training program focused on leadership, managing employees in a positive and productive manner, and reinforces many of our fundamental beliefs, such as treating employees with respect.

5

Culture

Seneca believes that everyone should feel respected and welcome in our workplace. The Company is committed to providing equal opportunity in all aspects of employment, and to applying fair labor practices while respecting the national and local laws of the states and communities where we have operations. The Company does not engage in or tolerate discrimination, intimidation, harassment, or any other unlawful conduct. We believe that a diverse and inclusive workforce provides the Company with the benefits of different viewpoints and perspectives, as well as a talented and innovative employee base.

Item 1A. Risk Factors

The following factors as well as factors described elsewhere in this Form 10-K or in other filings by the Company with the SEC, could adversely affect the Company’s consolidated financial position, results of operations or cash flows. Other factors not presently known to us or that we presently believe are not material could also affect our business operations or financial results. The Company refers to itself as “we”, “our” or “us” in this section. 

Fruit and Vegetable Industry Risks

Excess capacity in the fruit and vegetable industry has a downward impact on selling price.

If canned vegetable, frozen vegetable, or jarred fruit categories decline, less shelf space will be devoted to these categories in the supermarkets. Fresh and perishable businesses are improving their delivery systems around the world and the availability of fresh produce is impacting the consumers purchasing patterns relating to packaged fruit and vegetables. Our financial performance and growth are related to conditions in the United States’ fruit and vegetable packaging industry which is a mature industry. Our net sales are a function of product availability and market pricing. In the fruit and vegetable packaging industry, product availability and market prices tend to have an inverse relationship: market prices tend to decrease as more product is available and to increase if less product is available. Product availability is a direct result of plantings, growing conditions, crop yields and inventory levels, all of which vary from year to year. These factors may have a significant effect on supply and competition and create downward pressure on prices. In addition, market prices can be affected by the planting and inventory levels and individual pricing decisions of our competitors. Generally, market prices in the fruit and vegetable packaging industry adjust more quickly to variations in product availability than an individual packager can adjust its cost structure; thus, in an oversupply situation, a packager’s margins likely will weaken. We typically have experienced lower margins during times of industry oversupply.

In the past, the fruit and vegetable packaging industry has been characterized by excess capacity, with resulting pressure on our prices and profit margins. We have closed packaging plants in past years in response to the downward pressure on prices. There can be no assurance that our margins will improve in response to favorable market conditions or that we will be able to operate profitably during depressed market conditions.

Growing cycles and adverse weather conditions may decrease our results from operations.

Our operations are affected by the growing cycles of the vegetables we package. When the vegetables are ready to be picked, we must harvest and package them quickly or lose the opportunity to package the impacted vegetables for an entire year. Most of our vegetables are grown by farmers under contract with us. Consequently, we must pay the contract grower for the vegetables even if we cannot or do not harvest or package them. Most of our production occurs during the second quarter (July through September) of our fiscal year, which corresponds with the quarter that the growing season ends for most of the produce packaged by us. A majority of our sales occur during the second and third quarters of each fiscal year due to seasonal consumption patterns for our products. Accordingly, inventory levels and accounts receivable levels are highest during the second and third quarters. Net sales generated during our second and third fiscal quarters have a significant impact on our results of operations. Because of these seasonal fluctuations, the results of any particular quarter, particularly in the first half of our fiscal year, will not necessarily be indicative of results for the full year or for future years.

We set our planting schedules without knowing the effect of the weather on the crops or on the entire industry’s production. Weather conditions during the course of each vegetable crop’s growing season will affect the volume and growing time of that crop. As most of our vegetables are produced in more than one part of the United States, this somewhat reduces the risk that our entire crop will be subject to disastrous weather. The upper Midwest is the primary growing region for the principal vegetables which we pack, namely peas, green beans and corn, and it is also a substantial source of our competitors’ vegetable production. A sizeable portion of our vegetable production areas are serviced with irrigation systems to help minimize (i) wet conditions for planting and (ii) dry conditions during the growing season. Any adverse effects of weather-related reduced production may be partially mitigated by higher selling prices for the vegetables which are produced.

6

The commodity materials that we package or otherwise require are subject to price increases that could adversely affect our profitability.

The materials that we use, such as raw fruit and vegetables, steel, ingredients, pouches and other packaging materials as well as the electricity, diesel fuel, and natural gas used in our business, are commodities that may experience price volatility caused by external factors, including but not limited to market fluctuations, availability, currency fluctuations and changes in governmental regulations and agricultural programs. General inventory positions of major commodities, such as field corn, soybeans and wheat, all commodities with which we must compete for acreage, can have dramatic effects on prices for those commodities, which can translate into similar swings in prices needed to be paid for our contracted commodities. These programs and other events can result in reduced supplies of these commodities, higher supply costs or interruptions in our production schedules. If prices of these commodities increase beyond what we can pass along to our customers, our operating income will decrease.

Risks Associated with Our Operations

Changes in economic conditions that impact consumer spending could harm our business.

The food products industry and our financial performance are sensitive to changes in overall economic conditions that impact consumer spending, including but not limited to inflation, economic volatility resulting from a pandemic and global conflicts. Future economic conditions affecting consumer income such as employment levels, business conditions, interest rates, inflation and tax rates could reduce consumer spending or cause consumers to shift their spending to other products. Historic increases in inflation following the COVID-19 pandemic may cause consumers to be more sensitive to price changes. A general reduction in the level of consumer spending or shifts in consumer spending to other products could have a material adverse effect on our growth, sales, and profitability.

Pandemics or disease outbreaks may disrupt our business, including among other things, our supply chain, our manufacturing operations and customer and consumer demand for our products, and could have a material adverse impact on our business.

The spread of pandemics or disease outbreaks may negatively affect our operations. If a significant percentage of our workforce or the workforce of our third-party business partners is unable to work, including because of illness or travel or government restrictions in connection with a pandemic or disease outbreak, our operations may be negatively impacted. Some of our workforce dwell in company provided housing and therefore any outbreaks would need to be managed, to the extent possible, to meet health care protocols. Pandemics or disease outbreaks could result in a widespread health crisis that could adversely affect economies and financial markets, consumer spending and confidence levels resulting in an economic downturn that could affect customer and consumer demand for our products.

Our efforts to manage and mitigate these factors may be unsuccessful, and the effectiveness of these efforts depends on factors beyond our control, including the duration and severity of any pandemic or disease outbreak, as well as third party actions taken to contain its spread and mitigate public health effects.

The ultimate impact of a pandemic on our business will depend on many factors, including, among others, the duration of social distancing and stay-at-home mandates, our ability to continue to operate our manufacturing facilities and maintain the supply chain without material disruption, and the extent to which macroeconomic conditions resulting from the pandemic and the pace of the subsequent recovery may impact consumer eating habits.

We depend upon key customers.

Our products are sold in a highly competitive marketplace, which includes increased concentration and a growing presence of large-format retailers and discounters. Dependence upon key customers could lead to increased pricing pressure by these customers. A relatively limited number of customers account for a large percentage of the Company’s total net sales. The top ten customers represented approximately 52% and 55% of net sales for fiscal years 2024 and 2023, respectively. If we lose a significant customer or if sales to a significant customer materially decrease, our business, financial condition and results of operations may be materially and adversely affected.

If we do not maintain the market shares of our products, our business and revenues may be adversely affected.

All of our products compete with those of other national and regional food packaging companies under highly competitive conditions. The fruit and vegetable products which we sell under our own brand names not only compete with fruit and vegetable products produced by food packaging competitors, but also compete with products we produce and sell under contract packing agreements with other companies who market those products under their own brand names and the vegetables we sell to various retail grocery chains which carry our customer’s own brand names.

7

The customers who buy our products to sell under their own brand names control the marketing programs for those products. In recent years, many major retail food chains have been increasing their promotions, offerings and shelf space allocations for their own fruit and vegetable brands, to the detriment of fruit and vegetable brands owned by the packagers, including our own brands. We cannot predict the pricing or promotional activities of our customers/competitors or whether they will have a negative effect on us. There are competitive pressures and other factors, which could cause our products to lose market share or result in significant price erosion that could materially and adversely affect our business, financial condition and results of operations.

The domestic packaged food industry continues to face import competition which has increased in recent years. The ramifications include, but are not limited to, market oversaturation, inferior quality of imported products competing in the same market as products sourced from the United States, and potential increased pricing pressure on domestic producers for finished goods. These factors could negatively affect our existing market share and adversely impact the Company’s financial condition and results of operations.

Increases in logistics and other transportation-related costs could materially adversely impact our results of operations.

Our ability to competitively serve our customers depends on the availability of reliable and low-cost transportation. We use multiple forms of transportation to bring our products to market. They include trucks, intermodal, rail cars, and ships. Disruption to the timely supply of these services or increases in the cost of these services for any reason, including availability or cost of fuel, regulations affecting the industry, or labor shortages in the transportation industry, could have an adverse effect on our ability to serve our customers, and could materially and adversely affect our business, financial condition and results of operations. 

A recall of our products could have a material adverse effect on our business. In addition, we may be subject to significant liability should the consumption of any of our products cause injury, illness or death.

The sale of food products for human consumption involves the risk of illness or injury to consumers. Such injuries may result from mislabeling, tampering by unauthorized third parties or product contamination or spoilage, including the presence of foreign objects, undeclared allergens, substances, chemicals, other agents or residues introduced during the growing, manufacturing, storage, handling or transportation phases of production. Under certain circumstances, we may be required to recall products, leading to a material adverse effect on our business, financial condition, results of operations or liquidity. Even if a situation does not necessitate a recall, product liability claims might be asserted against us. We have from time to time been involved in product liability lawsuits, none of which have been material to our business. While we are subject to governmental inspection and regulations and believe our facilities comply in all material respects with all applicable laws and regulations, if the consumption of any of our products causes, or is alleged to have caused, a health-related illness in the future we may become subject to claims or lawsuits relating to such matters. Even if a product liability claim is unsuccessful or is not fully pursued, the negative publicity surrounding any assertion that our products caused injury, illness or death could adversely affect our reputation with existing and potential customers and our corporate and brand image. Moreover, claims or liabilities of this sort might not be covered by our insurance or by any rights of indemnity or contribution that we may have against others. We maintain product liability insurance in an amount we believe to be adequate. However, we cannot assure you that we will not incur claims or liabilities for which we are not insured or that exceed the amount of our insurance coverage. A product liability judgment against us or a product recall or the damage to our reputation resulting therefrom could have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity.

Pending and future litigation may lead us to incur significant costs.

We are, or may become, party to various lawsuits and claims arising in the normal course of business, which may include lawsuits or claims relating to contracts, intellectual property, product recalls, product liability, the marketing and labeling of products, employment matters, environmental matters or other aspects of our business. Even when not merited, the defense of these lawsuits may divert our management’s attention, and we may incur significant expenses in defending these lawsuits. In addition, we may be required to pay damage awards or settlements or become subject to injunctions or other equitable remedies, which could have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity. The outcome of litigation is often difficult to predict, and the outcome of pending or future litigation may have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity.

We face risks associated with our defined benefit pension plan.

We maintain a company-sponsored defined benefit pension plan. A deterioration in the value of plan assets resulting from poor market performance, a general financial downturn or otherwise could cause an increase in the amount of contributions we are required to make to these plans. For example, our defined benefit pension plan may from time to time move from an overfunded to underfunded status driven by decreases in plan asset values that may result from changes in long-term interest rates and disruptions in U.S. or global financial markets. For a more detailed description of the pension plan, refer to the information set forth under the heading “Retirement Plans” in Note 10 of the Notes to Consolidated Financial Statements in Part II, Item 8, “Financial Statements and Supplementary Data.” An obligation to make additional, unanticipated contributions to our defined benefit plans could reduce the cash available for working capital and other corporate uses and may have a material adverse effect on our business, consolidated financial position, results of operations and liquidity. 

8

Our business is dependent on our information technology systems and software, and failure to protect against or effectively respond to cyber-attacks, security breaches, or other incidents involving those systems, could adversely affect day-to-day operations and decision making processes and have an adverse effect on our performance and reputation.

The efficient operation of our business depends on our information technology systems, which we rely on to effectively manage our business data, communications, logistics, accounting, regulatory and other business processes. If we do not allocate and effectively manage the resources necessary to build and sustain an appropriate technology environment, our business, reputation, or financial results could be negatively impacted. In addition, our information technology systems may be vulnerable to damage or interruption from circumstances beyond our control, including systems failures, natural disasters, terrorist attacks, viruses, ransomware, security breaches or cyber incidents. Cyber-attacks are becoming more sophisticated and are increasing in the number of attempts and frequency by groups and individuals with a wide range of motives. A security breach of sensitive information could result in damage to our reputation and our relations with our customers or employees. Any such damage or interruption could have a material adverse effect on our business. Also see “Cybersecurity” included as part of Item 1C. of this Annual Report on Form 10-K.

We generate agricultural food packaging wastes and are subject to substantial environmental regulation.

As a food packager, we regularly dispose of produce wastes (silage) and processing water as well as materials used in plant operation and maintenance and our plant boilers, which generate heat used in packaging and can manufacturing operations, producing generally small emissions into the air. These activities and operations are regulated by federal and state laws and the respective federal and state environmental agencies. Occasionally, we may be required to remediate conditions found by the regulators to be in violation of environmental law or to contribute to the cost of remediating waste disposal sites, which we neither owned nor operated, but in which, we and other companies deposited waste materials, usually through independent waste disposal companies. Future possible costs of environmental remediation, contributions and penalties could materially and adversely affect our business, financial condition and results of operations.

Our production capacity for certain products and commodities is concentrated in a limited number of facilities, exposing us to a material disruption in production in the event that a disaster strikes.

We only have one plant that produces fruit products and one plant that produces pumpkin products. We have two plants that manufacture empty cans, one with substantially more capacity than the other, which are not interchangeable since each plant cannot necessarily produce all the can sizes needed. Although we maintain property and business interruption insurance coverage, there can be no assurance that this level of coverage is adequate in the event of a catastrophe or significant disruption at these or other Company facilities. If such an event occurs, it could materially and adversely affect our business, financial condition and results of operations.

We may undertake acquisitions or product innovations and may have difficulties integrating them or may not realize the anticipated benefits.

In the future, we may undertake acquisitions of other businesses or introduce new products, although there can be no assurances that these will occur. Such undertakings involve numerous risks and significant investments. There can be no assurance that we will be able to identify and acquire acquisition candidates on favorable terms, to profitably manage or to successfully integrate future businesses that we may acquire or new products we may introduce without substantial costs, delays or problems. Any of these outcomes could materially and adversely affect our business, financial condition and results of operations.

We are dependent upon a seasonal workforce and our inability to hire sufficient employees may adversely affect our business.

At the end of March 2024, we had roughly 2,900 employees of which approximately 2,800 were full time and approximately 100 seasonal employees worked in food packaging. During the peak summer harvest period, we employed an additional approximately 3,900 seasonal employees to help package fruit and vegetables. If there is a shortage of seasonal labor, or if there is an increase to minimum wage rates, this could have a negative impact on our cost of operations. Many of our packaging operations are located in rural communities that may not have sufficient labor pools, requiring us to hire employees from other regions. An inability to hire and train sufficient employees during the critical harvest period could materially and adversely affect our business, financial condition and results of operations.

9

Increases in labor costs or work stoppages or strikes could materially and adversely affect our financial condition and results of operations.

Personnel costs, including the costs of medical and other employee health and welfare benefits, have increased. These costs can vary substantially as a result of an increase in the number, mix and experience of our employees and changes in health care and other employment-related laws. There are no assurances that we will succeed in reducing future increases in such costs. Increases in personnel costs can also be amplified by low unemployment rates, preferences among workers in the labor market and general tight labor market conditions in any of the areas where we operate. Our inability to control such costs could materially and adversely affect our financial condition and results of operations. Although we consider our labor relations to be good, if a significant number of our employees engaged in a work slowdown, or other type of labor unrest, it could in some cases impair our ability to supply our products to customers, which could result in reduced sales, and may distract our management from focusing on our business and strategic priorities. Any of these activities could materially and adversely affect our financial condition and results of operations.

Environmental and other regulation of our business, including climate change regulation, could adversely impact us by increasing our production cost or restricting our ability to import certain products into the United States.

Climate change serves as a risk multiplier increasing both the frequency and severity of natural disasters that may affect our business operations. Moreover, there has been a broad range of proposed and promulgated state, national and international regulation aimed at reducing the effects of climate change. Such regulation could result in additional costs in the form of taxes, consultant costs, the restriction of output, investments of capital to maintain compliance with laws and regulations, or required acquisition or trading of emission allowances. Disclosure requirements imposed by different regulators may not always be uniform, which may result in increased complexity, increased compliance costs, and other compliance-related risks. Climate change regulation continues to evolve, and it is not possible to accurately estimate either a timetable for implementation or our future compliance costs relating to implementation.

There may be increased governmental legislative and regulatory activity in reaction to consumer perception related to enamels.

There has been continued state legislative activity to ban certain enamels used to line cans; such as Bisphenol-A ("BPA"). These legislative decisions are predominantly driven by consumer perception that BPA may be harmful. These actions have been taken despite the scientific evidence and general consensus of United States and international government agencies that BPA is safe and does not pose a risk to human health. The legislative actions combined with growing public perception about food safety may require us to change some of the materials used as linings in our packaging materials. Failure to do so could result in a loss of sales as well as loss in value of the inventory utilizing certain materials. In collaboration with other can makers as well as enamel suppliers, we have aggressively worked to find alternative materials for can linings not manufactured using BPA. We have fully transitioned to BPA Non-Intent (“BPANI”) for our canned product volume. Even though BPANI has been fully approved by the Food and Drug Administration (“FDA”), there could be future legislative or regulatory actions that claim BPANI also poses a risk to human health. Future changes or additional health and safety laws and regulations in connection with our products, packaging or processes may also impose upon us new requirements, costs, and changes to production. Such requirements, changes, liabilities, and costs could materially and adversely affect our business, financial condition and results of operations. 

The implementation of the Food Safety Modernization Act of 2011 may affect operations.

The Food Safety Modernization Act ("FSMA") was enacted with the goal of enabling the FDA to better protect public health by strengthening the food safety system. FSMA was designed to focus the efforts of the FDA on preventing food safety problems rather than relying primarily on reacting to problems after they occur. The law also provides the FDA with new enforcement authorities designed to achieve higher rates of compliance with prevention and risk-based food safety standards and to better respond to and contain problems when they do occur.  The increased inspections, mandatory recall authority of the FDA, increased scrutiny of foreign sourced or supplied food products, and increased records access may have an impact on our business. As we are already in a highly regulated business, operating under the increased scrutiny of more FDA authority does not appear likely to negatively impact our business.  The law also gives the FDA important new tools to hold imported foods to the same standards as domestic foods.

Our results are dependent on successful marketplace initiatives and acceptance by consumers of our products.

Our product introductions and product improvements, along with other marketplace initiatives, are designed to capitalize on new customer or consumer trends. The FDA has issued a statement on sodium which referred to an Institute of Medicine statement that too much sodium is a major contributor to high blood pressure. Some of our products contain a moderate amount of sodium per recommended serving, which is based on consumer preferences for taste.  In order to remain successful, we must anticipate and react to these new trends and develop new products or packages to address them. While we devote significant resources to meeting this goal, we may not be successful in developing new products or packages, or our new products or packages may not be accepted by customers or consumers.

10

Financing Risks

Global economic conditions may materially and adversely affect our business, financial condition and results of operations.

Unfavorable economic conditions, including the impact of recessions in the United States and throughout the world, may negatively affect our business and financial results. These economic conditions could negatively impact (i) consumer demand for our products, (ii) the mix of our products’ sales, (iii) our ability to collect accounts receivable on a timely basis, (iv) the ability of suppliers to provide the materials required in our operations and (v) our ability to obtain financing or to otherwise access the capital markets. The strength of the U.S. dollar versus other world currencies could result in increased competition from imported products and decreased sales to our international customers. A prolonged recession could result in decreased revenue, margins and earnings. Additionally, the economic situation could have an impact on our lenders or customers, causing them to fail to meet their obligations to us. Certain of our raw materials, namely steel, are subject to import tariffs and other restrictions, and the United States government may periodically impose new or revise existing duties, quotas, tariffs or other restrictions to which we are subject. The occurrence of any of these risks could materially and adversely affect our business, financial condition and results of operations.

Our ability to manage our working capital and our Revolving Credit Facility is critical to our success.

As of March 31, 2024, we had a $237.2 million outstanding balance on our revolving credit facility (“Revolver”).  During our second and third fiscal quarters, our operations generally require more cash than is available from operations. In these circumstances, it is necessary to borrow under our Revolver. Our ability to obtain financing in the future through credit facilities will be affected by several factors, including our creditworthiness, our ability to operate in a profitable manner and general market and credit conditions. Significant changes in our business or cash outflows from operations could create a need for additional working capital. An inability to obtain additional working capital on terms reasonably acceptable to us or access the Revolver would materially and adversely affect our operations. Additionally, if we need to use a portion of our cash flows to pay principal and interest on our debt, it will reduce the amount of money we have for operations, working capital, capital expenditures, expansions, acquisitions or general corporate or other business activities.

Failure to comply with the requirements of our debt agreements could have a material adverse effect on our business.

Our debt agreements contain financial and other restrictive covenants which, among other things, limit our ability to borrow money, including with respect to the refinancing of existing indebtedness. These provisions may limit our ability to conduct our business, take advantage of business opportunities and respond to changing business, market and economic conditions. In addition, they may place us at a competitive disadvantage relative to other companies that may be subject to fewer, if any, restrictions. Failure to comply with the requirements of our debt agreements could materially and adversely affect our business, financial condition and results of operations. We have pledged our accounts receivable, inventory, equipment, certain facilities, capital stock, or other ownership interests that we own in our subsidiaries to secure certain debt. If a default occurred and was not cured, secured lenders could foreclose on this collateral.

Risks Relating to Our Stock

Our existing shareholders, if acting together, may be able to exert control over matters requiring shareholder approval.

Holders of our Class B common stock are entitled to one vote per share, while holders of our Class A common stock are entitled to one-twentieth of a vote per share. In addition, holders of our 10% Cumulative Convertible Voting Preferred Stock, Series A, our 10% Cumulative Convertible Voting Preferred Stock, Series B and, solely with respect to the election of directors, our 6% Cumulative Voting Preferred Stock, which we refer to as our voting preferred stock, are entitled to one vote per share. As of March 31, 2024, holders of Class B common stock and voting preferred stock held 90.8% of the combined voting power of all shares of capital stock then outstanding and entitled to vote. These shareholders, if acting together, would be in a position to control the election of our directors and to effect or prevent certain corporate transactions that require majority or supermajority approval of the combined classes, including mergers and other business combinations. This may result in us taking corporate actions that shareholders may not consider to be in their best interest and may affect the price of our common stock.

As of March 31, 2024, our current executive officers and directors beneficially owned 12.74% of our outstanding shares of Class A common stock, 54.47% of our outstanding shares of Class B common stock and 27.12% of our voting preferred stock, or 41.25% of the combined voting power of our outstanding shares of capital stock. This concentration of voting power may inhibit changes in control of the Company and may adversely affect the market price of our common stock.

11

Our certificate of incorporation and bylaws contain provisions that discourage corporate takeovers.

Certain provisions of our certificate of incorporation and bylaws and provisions of the New York Business Corporation Law may have the effect of delaying or preventing a change in control. Various provisions of our certificate of incorporation and bylaws may inhibit changes in control not approved by our directors and may have the effect of depriving shareholders of any opportunity to receive a premium over the prevailing market price of our common stock in the event of an attempted unsolicited takeover. In addition, the existence of these provisions may adversely affect the market price of our common stock. These provisions include:

● a classified board of directors;

● a requirement that special meetings of shareholders be called only by our directors or holders of 25% of the voting power of all shares outstanding and entitled to vote at the meeting;

● our board of directors has the power to classify and reclassify any of our unissued shares of capital stock into shares of capital stock with such preferences, rights, powers and restrictions as the board of directors may determine;

● the affirmative vote of two-thirds of the shares present and entitled to vote is required to amend our bylaws or remove a director; and

● under the New York Business Corporation Law, in addition to certain restrictions which may apply to “business combinations” involving us and an “interested shareholder”, a plan for our merger or consolidation must be approved by two-thirds of the votes of all outstanding shares entitled to vote thereon. See “Our existing shareholders, if acting together, may be able to exert control over matters requiring shareholder approval.” 

We have not paid dividends on our common stock in the past.

We have not declared or paid any cash dividends on our common stock in the past. In addition, payment of cash dividends on our common stock is not permitted by the terms of our revolving credit facility. This policy may be revisited under the correct circumstances in the future.

Other Risks

Tax legislation could impact future cash flows.

We use the last-in, first-out (“LIFO”) method of inventory accounting. As of March 31, 2024, we had a LIFO reserve of $324.8 million which, at the statutory tax rate of 24.6%, represents approximately $79.9 million of income taxes, payment of which is delayed to future dates based upon changes in inventory costs. From time-to-time, discussions regarding changes in U.S. corporate and state tax laws have included the potential of LIFO being repealed. Should LIFO be repealed, the $79.9 million of postponed taxes, plus any future benefit realized prior to the date of repeal, would likely have to be repaid over some period of time. Repayment of these postponed taxes will reduce the amount of cash that we would have available to fund our operations, working capital, capital expenditures, expansions, acquisitions or general corporate or other business activities. This could materially and adversely affect our business, financial condition and results of operations.

The tax status of our insurance subsidiary could be challenged resulting in an acceleration of income tax payments.

In conjunction with our workers’ compensation program, we operate a wholly owned insurance subsidiary, Dundee Insurance Company, Inc. We recognize this subsidiary as an insurance company for federal income tax purposes with respect to our consolidated federal income tax return. In the event the Internal Revenue Service (“IRS”) were to determine that this subsidiary does not qualify as an insurance company, we could be required to make accelerated income tax payments to the IRS that we otherwise would have deferred until future periods.

Item 1B. Unresolved Staff Comments

None

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Item 1C. Cybersecurity

Risk Management and Strategy

The Company’s cybersecurity risk management program is integrated with its overall enterprise risk management program and shares common methodologies, reporting channels and governance processes that apply across functions to other legal, compliance, strategic, operational, and financial risk areas.

The Company designs and assesses the cybersecurity risk management program based on the National Institute of Standards and Technology Cybersecurity Framework (“NIST CSF”). The Company uses the NIST CSF as a guide to help identify, assess, and manage cybersecurity risks relevant to its business; this does not imply that the Company’s cybersecurity program meets any particular technical standards, specifications, or requirements.

The cybersecurity risk management program is grounded in a zero-trust framework and employs a multi-layered approach, including:

● Awareness and training for employees, involving phishing campaigns, informational sessions at management meetings, and annual mandatory training with simulations of common cybersecurity threats;

● Security tools and technologies, along with control policies and active review procedures which strengthen authentication and access protection;

● Third-party risk management process and monitoring procedures for service providers, suppliers, and vendors who have access to critical systems and information;

● Risk and vulnerability management encompassing both proactive and predictive defenses which provides opportunities to assess, remediate, and validate; and

● Managed detection and incident response, including advanced endpoint protection.

In evaluating the risks identified as a part of the annual assessment process, the Company’s information technology team considers the likelihood and severity of the respective risk and the potential impact of the risk on the Company, its customers, and its employees. These risks are then prioritized and monitored by the information technology team.

The Company conducts periodic testing of software, hardware, defensive capabilities, and other information security systems to assess its cybersecurity readiness and maturity of the cybersecurity program. Tests are conducted by the information technology team and reputable third-party consultants and auditors. In developing and evaluating the testing procedures, the Company considers both its individual risks and industry standards.

The cybersecurity risk management program includes an incident response plan with a cross-functional team comprised of designated members of the information technology department, senior management, and other appropriate individuals. The team is responsible for assessing and managing the cybersecurity incident response process, as outlined within the incident response plan, and taking necessary corrective actions to mitigate and eliminate the issue.

As of the date of this report, the Company is not aware of any cybersecurity incidents that have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition that are required to be reported in this Form 10-K. For further discussion of the risks associated with cybersecurity incidents and potential impact to the Company, see the cybersecurity risk factor within “Item 1A. Risk Factors” in this Form 10-K.

Governance

The information technology department, led by the Senior Vice President of Technology and Planning, Chief Information Officer (“CIO”), is responsible for the Company’s cybersecurity program. The CIO, along with the certified Information Security Officer and VP Information Technology have significant experience spanning over 20 years in information security, infrastructure, and compliance.

The Board of Directors considers cybersecurity risk as part of its overall risk oversight function. The Board of Directors receives briefings from the CIO regarding the Company’s cybersecurity risk management program at least annually. These briefings include updates on the Company’s cybersecurity risks and threats, the status of projects to strengthen the information security systems, assessments of the information security program, and the emerging cybersecurity threat landscape.

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Item 2. Properties

The following table details the Company’s manufacturing plants and warehouses:

	(000s)
	Square
Food Group	Footage		Acres
Nampa, Idaho		244		16
Payette, Idaho		404		43
Princeville, Illinois		278		568
Hart, Michigan		365		83
Traverse City, Michigan		58		43
Blue Earth, Minnesota		287		429
Glencoe, Minnesota		699		921
LeSueur, Minnesota		81		497
Montgomery, Minnesota		572		1,172
Rochester, Minnesota		835		620
Geneva, New York		762		593
Leicester, New York		228		91
Dayton, Oregon		82		19
Dayton, Washington		250		29
Yakima, Washington		122		8
Baraboo, Wisconsin		641		13
Berlin, Wisconsin		96		125
Cambria East, Wisconsin		399		401
Cambria West, Wisconsin		365		321
Clyman, Wisconsin		474		724
Cumberland, Wisconsin		437		307
Gillett, Wisconsin		329		90
Janesville, Wisconsin		1,298		342
Mayville, Wisconsin		239		354
Oakfield, Wisconsin		231		2,135
Ripon, Wisconsin		647		87
Non-Food Group (1)
Fairport, New York		12
Penn Yan, New York		27		4
Total		10,462		10,035

The Company believes that these facilities are suitable and adequate for the purposes for which they are currently intended. All locations, although highly utilized, have the ability to expand as sales requirements justify. Because of the seasonal production cycles, the exact extent of utilization is difficult to measure.

Item 3. Legal Proceedings

The information set forth under the heading “Legal Proceedings and Other Contingencies” in Note 14 of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K is incorporated herein by reference.

Item 4. Mine Safety Disclosures

Not Applicable.

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PART II

Item 5. Market for Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities

Refer to the information in the 2024 Annual Report, attached as Exhibit 13 to this Annual Report on Form 10-K, under the section “Shareholder Information”, which is incorporated by reference.

Issuer Purchases of Equity Securities

On August 10, 2022, the Board approved an amendment to the Company’s stock repurchase program which increased the maximum number of shares to be repurchased under the program up to 2,000,000 shares of the Company's Class A and/or Class B Common Stock, including the shares of convertible participating preferred stock of the Company (collectively, the “Common Stock”). Under the repurchase program, the Company may purchase shares of Common Stock from time to time in the open market or in privately negotiated transactions in compliance with the applicable rules and regulations of the Securities and Exchange Commission. The Board also authorized the establishment of a stock trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, to make purchases of Common Stock pursuant to the stock repurchase program. The timing and amount of stock repurchases under the program, if any, will be at the discretion of management, and will depend on available cash, market conditions and other considerations. Therefore, we cannot assure you as to the number or aggregate dollar amount of shares, if any, that will be repurchased under the repurchase program. We may discontinue the program at any time. 

On August 9, 2023, the Board approved an amendment to the Company’s stock repurchase program which increased the maximum number of shares to be repurchased under the program up to 2,500,000 shares of the Common Stock. The Company’s stock repurchase program does not have an expiration date.

	Total Number of				Average Price				Total Number of Shares		Maximum Number
	Shares Purchased				Paid per Share				Purchased as Part of		(or Approximate Dollar Value) of
	Class A		Class B		Class A		Class B		Publicly Announced		Shares that May Yet Be Purchased
Period	Common		Common		Common		Common		Plans or Programs		Under the Plans or Programs
01/01/2024 –
01/31/2024		-		-				-
02/01/2024 –
02/29/2024		-		-				-
03/01/2024 –
03/31/2024 (1)		109,633		-	$	54.21		-		98,996
Total		109,633		-	$	54.21		-		98,996		506,277

(1) Includes 10,637 shares that were purchased from the Seneca Foods Corporation Employees’ Savings Plan to satisfy the cash needs for transfers and payments in connection with the employer stock investment fund under the plan.

Item 6. Reserved

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Refer to the information in the 2024 Annual Report, attached as Exhibit 13 to this Annual Report on Form 10-K, under the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, which is incorporated by reference.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Refer to the information in the 2024 Annual Report, attached as Exhibit 13 to this Annual Report on Form 10-K, under the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, which is incorporated by reference.

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Item 8. Financial Statements and Supplementary Data

Refer to the information in the 2024 Annual Report, attached as Exhibit 13 to this Annual Report on Form 10-K, which is incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Effective November 7, 2023, the Audit Committee approved the engagement of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ending March 31, 2024 and dismissed Plante Moran, P.C. (“Plante Moran”) from that role. Plante Moran reviewed the Company's interim condensed consolidated financial statements for the quarterly periods ended July 1, 2023 and September 30, 2023 and Deloitte reviewed the Company’s interim condensed consolidated financial statements for the quarterly period ended December 30, 2023. Refer to the Company’s Current Report on Form 8-K filed on November 13, 2023, for additional information regarding the change in accountants.

In connection with the foregoing change in accountants, there was no disagreement of the type described in paragraph (a)(1)(iv) of Item 304 of Regulation S-K or any reportable event as described in paragraph (a)(1)(v) of such Item, except that, as previously reported in the Company’s Form 10-K/A (Amendment No. 1) for the fiscal year ended March 31, 2023, the Company reported that there was a material weakness in the Company’s internal control over financial reporting as of March 31, 2023.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of March 31, 2024. Based upon this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that, as of March 31, 2024, the Company’s disclosure controls and procedures: (1) were designed to ensure that material information relating to the Company is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, particularly during the period in which this report was being prepared, so as to allow timely decisions regarding required disclosure and (2) were effective, in that they provide reasonable assurance that information required to be disclosed by the Company in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over the Company’s financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2024. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on our assessment, management believes that, as of March 31, 2024, our internal control over financial reporting is effective based on those criteria. Our independent registered public accounting firm, Deloitte & Touche LLP, has audited the effectiveness of our internal control over financial reporting as of March 31, 2024, as stated in their report, which is included in Part II, Item 8 of this Annual Report on Form 10-K.

Remediation of Previously Identified Material Weakness

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As previously disclosed in Part II, Item 9A of the Company’s Form 10-K/A (Amendment No. 1) for the fiscal year ended March 31, 2023, filed on July 31, 2023, we identified a material weakness in our internal control over financial reporting relating to the accounting for valuing inventory using the LIFO method. The review controls in place with respect to a year-end adjustment to the calculation of the LIFO reserve were not effective.

16

During fiscal year 2024, management implemented a remediation plan including the installation of software to recalculate the LIFO reserve and also provide analytic features to identify potential abnormalities in the underlying data, coupled with strengthening our review controls with improved documentation standards, technical oversight and training to ensure the accounting for valuing inventory was in compliance with U.S. generally accepted accounting principles.

Through effective implementation of our remediation plan and in conjunction with the results of our testing over the design and operating effectiveness of the relevant controls, management determined that as of March 31, 2024, the identified material weakness has been remediated. However, completion of remediation does not provide assurance that our remediated controls will continue to operate properly or that our financial statements will be free from error.

Changes in Internal Control over Financial Reporting

Other than as described above in connection with the remediation of the material weakness, there were no changes in our internal control over financial reporting (as defined in rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2024 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other Information

During the quarterly period ended March 31, 2024, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (in each case, as defined in Item 408(a) of Regulation S-K).

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

None.

PART III

Certain information required by Part III is incorporated by reference from the Company’s Definitive Proxy Statement for its 2024 Annual Meeting of Shareholders to be held on August 8, 2024 (“Proxy Statement”). The Proxy Statement will be filed within 120 days after the end of the Company’s fiscal year ended March 31, 2024.

Item 10. Directors, Executive Officers and Corporate Governance

The following sections of the Proxy Statement are incorporated herein by reference:

● Information Concerning Directors

● Executive Officers

● Delinquent Section 16(a) Reports

● Board Governance

● Audit Committee Matters

Item 11. Executive Compensation

The following sections of the Proxy Statement are incorporated herein by reference:

● Compensation Discussion and Analysis

● Summary Compensation Table

● Grants of Plan-Based Awards in Fiscal Year 2024

● Outstanding Equity Awards at 2024 Fiscal Year-End

● Option Exercises and Stock Vested in Fiscal Year 2024

● Pension Benefits

● Compensation of Directors

● Compensation Committee Interlocks

● Pay Versus Performance

● CEO Pay Ratio

17

The information included under the heading “Compensation Committee Report” in the Proxy Statement is also incorporated herein by reference; however, this information shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Securities Authorized for Issuance Under Equity Compensation Plans

The 2007 Equity Incentive Plan (the “2007 Equity Plan”) was approved by shareholders at the Company’s annual meeting on August 10, 2007 and extended on July 28, 2017. The 2007 Equity Plan expires in August 2027 and originally authorized the issuance of up to 100,000 shares of either Class A Common Stock and Class B Common Stock or a combination of the two classes of stock. During fiscal year 2024, 4,864 shares were awarded under the terms of the 2007 Equity Plan. As of March 31, 2024, there were 40,094 shares available for distribution as part of future awards under the 2007 Equity Plan. No additional shares have been awarded under the 2007 Equity Plan through the date of this Annual Report on Form 10-K. There are no equity compensation plans not approved by the Company’s shareholders.

The following sections of the Proxy Statement are incorporated herein by reference:

● Security Ownership of Certain Beneficial Owners

● Security Ownership of Management and Directors

Item 13. Certain Relationships and Related Transactions, and Director Independence

The following sections of the Proxy Statement are incorporated herein by reference:

● Independent Directors

● Certain Transactions and Relationships

Item 14. Principal Accountant Fees and Services

The following sections of the Proxy Statement are incorporated herein by reference:

● Principal Accountant Fees and Services

PART IV

Item 15. Exhibits and Financial Statement Schedule

A. Exhibits, Financial Statements, and Supplemental Schedule

1. Financial Statements – the following consolidated financial statements of the Registrant, included in the 2024 Annual Report to Shareholders, are incorporated by reference in Part II, Item 8 “Financial Statements and Supplementary Data”:

a.	Consolidated Statements of Net Earnings – Years ended March 31, 2024, 2023, and 2022
b.	Consolidated Statements of Comprehensive Income (Loss) – Years ended March 31, 2024, 2023, and 2022
c.	Consolidated Balance Sheets – As of March 31, 2024 and 2023
d.	Consolidated Statements of Cash Flows – Years ended March 31, 2024, 2023, and 2022
e.	Consolidated Statements of Stockholders’ Equity – Years ended March 31, 2024, 2023, and 2022
f.	Notes to Consolidated Financial Statements – Years ended March 31, 2024, 2023, and 2022
g.	Reports of Independent Registered Public Accounting Firms (PCAOB ID 34 and PCAOB ID 6581)

2. Supplemental Schedule:

a.	Report of Independent Registered Public Accounting Firm on Schedule
b.	Schedule II—Valuation and Qualifying Accounts
Other schedules have not been filed because the conditions requiring the filing do not exist or the required information is included in the consolidated financial statements, including the notes thereto.

18

Exhibit Number	Description
3.1	The Company’s Restated Certificate of Incorporation, (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated August 11, 2010)
3.2	The Company’s Bylaws (incorporated by reference to Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q/A for the quarterly period ended July 1, 1995 filed with the SEC on August 18, 1995)
3.3	Amendment to the Company’s Bylaws (incorporated by reference to Exhibit 3 to the Company’s Current Report on Form 8-K dated November 6, 2007)
4.1	Description of Capital Stock (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2019)
10.1	Fourth Amended and Restated Loan and Security Agreement dated as of March 24, 2021 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 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated March 26, 2021)
10.2	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 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended October 1, 2022, filed with the SEC on November 9, 2022)
10.3	Second Amendment to Fourth Amended and Restated Loan and Security Agreement dated as of May 23, 2023 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 (filed herewith)
10.4	Third Amendment to Fourth Amended and Restated Loan and Security Agreement dated as of March 8, 2024 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 (filed herewith)
10.5	Second Amended and Restated Loan and Guaranty Agreement as of January 20, 2023 by and among Seneca Foods Corporation, Seneca Foods, LLC, Seneca Snack Company, Green Valley Foods, LLC and certain other subsidiaries of Seneca Foods Corporation and Farm Credit East, ACA (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 26, 2023)
10.6	Amendment 1 to Second Amended and Restated Loan and Guaranty Agreement as of May 23, 2023 by and among Seneca Foods Corporation, Seneca Foods, LLC, Seneca Snack Company, Green Valley Foods, LLC and certain other subsidiaries of Seneca Foods Corporation and Farm Credit East, ACA (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 30, 2023)
10.7*	Indemnification Agreement between the Company and the directors of the Company (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 26, 2020, filed with the SEC on November 4, 2020)
10.8*	Amended and Restated Seneca Foods Corporation Executive Profit Sharing Bonus Plan (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022, filed with the SEC on June 10, 2022)

19

10.9*	Amended and Restated Seneca Foods Corporation Manager Profit Sharing Bonus Plan (incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022, filed with the SEC on June 10, 2022)
10.10*	2007 Equity Incentive Plan effective August 3, 2007 as extended on July 28, 2017 (incorporated by reference to Appendix A to the Company’s Proxy Statement dated June 28, 2007)
10.11*	Seneca Foods Corporation Division Management Bonus Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 5, 2020)
10.12*	Executive Transition Services Agreement dated as of August 31, 2020 between the Company and Kraig H. Kayser (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 26, 2020, filed with the SEC on November 4, 2020)
10.13*	Supplemental Retirement Agreement between Seneca Foods Corporation and Kraig H. Kayser (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 26, 2020, filed with the SEC on November 4, 2020)
10.14*	Supplemental Retirement Agreement between Seneca Foods Corporation and Timothy J. Benjamin (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 11, 2021)
13	Portions of Annual Report to Shareholders for the fiscal year ended March 31, 2024 (filed herewith)
16	Letter of Plante Moran to the Securities and Exchange Commission dated November 13, 2023 (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K dated November 7, 2023)
19	Insider Trading Policy (filed herewith)
21	List of Subsidiaries (filed herewith)
23.1	Consent of Deloitte & Touche LLP (filed herewith)
23.2	Consent of Plante Moran, P.C. (filed herewith)
31.1	Certification of Paul L. Palmby as Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
31.2	Certification of Michael S. Wolcott as Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
97	Clawback Policy (filed herewith)
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)

* Indicates management or compensatory agreement

Item 16. Form 10-K Summary

None 

20

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SENECA FOODS CORPORATION

By: /s/ Michael S. Wolcott

Michael S. Wolcott

Senior Vice President, Chief Financial Officer and Treasurer

June 13, 2024

Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Paul L. Palmby	President and Chief Executive Officer	June 13, 2024
Paul L. Palmby	Director
	(Principal Executive Officer)
/s/ Michael S. Wolcott	Senior Vice President, Chief Financial Officer,	June 13, 2024
Michael S. Wolcott	and Treasurer
	(Principal Financial Officer)
/s/ Gregory R. Ide	Vice President, Controller,	June 13, 2024
Gregory R. Ide	and Assistant Secretary
	(Principal Accounting Officer)
/s/ Kraig H. Kayser	Director (Chairman)	June 13, 2024
Kraig H. Kayser
/s/ Kathryn J. Boor	Director	June 13, 2024
Kathryn J. Boor
/s/ Peter R. Call	Director	June 13, 2024
Peter R. Call
/s/ John P. Gaylord	Director	June 13, 2024
John P. Gaylord
/s/ Linda K. Nelson	Director	June 13, 2024
Linda K. Nelson
/s/ Donald J. Stuart	Director	June 13, 2024
Donald J. Stuart
/s/ Bruce E. Ware	Director	June 13, 2024
Bruce E. Ware
/s/ Keith A. Woodward	Director	June 13, 2024
Keith A. Woodward

21

EX-10.3

Exhibit 10.3

SECOND AMENDMENT
TO
FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

This Second Amendment to Fourth Amended and Restated Loan and Security (this “Amendment”) is dated as of May 5, 2023, 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 Second 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 Second Amendment Effective Date (as defined below), the Loan Agreement is hereby amended as follows:

(a)          Section 10.2.1(l) is amended and restated to read in its entirety as follows:

(l)          Indebtedness that is not included in any of the preceding clauses of this Section (and which is not owing to Dundee) and is either (i) not secured by any Lien and does not exceed $400,000,000 in the aggregate at any time; or (ii) secured by a Lien and does not exceed $400,000,000 in the aggregate at any time to the extent such Lien is permitted by Section 10.2.2(j) or Section 10.2.2(k).

The Loan Agreement as so amended and as further amended, restated, supplemented or otherwise modified from time to time is hereinafter referred to as 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 Second 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 Second 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.

- 2 -

(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.

(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 “Second 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 Second 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 Second 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.

- 3 -

(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.

(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.

- 4 -

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 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.

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]

- 5 -

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

BORROWERS:

SENECA FOODS CORPORATION

By: /s/ Michael Wolcott

Name: Michael Wolcott         

Title: CFO

Address:

350 WillowBrook Office Park

Fairport, New York 14450

Attn:

Telecopy:

SENECA FOODS, LLC

By: /s/ Michael Wolcott

Name: Michael Wolcott         

Title: CFO

Address:

c/o Seneca Foods Corporation

350 WillowBrook Office Park

Fairport, New York 14450

Attn:

Telecopy:

SENECA SNACK COMPANY

By: /s/ Michael Wolcott

Name: Michael Wolcott         

Title: CFO

Address:

c/o Seneca Foods Corporation

350 WillowBrook Office Park

Fairport, New York 14450

Attn:

Telecopy:

[Signature Page to Second Amendment]

GREEN VALLEY FOODS, LLC

By: /s/ Michael Wolcott

Name: Michael Wolcott         

Title: CFO

Address:

c/o Seneca Foods Corporation

350 WillowBrook Office Park

Fairport, New York 14450

Attn:

Telecopy:

[Signature Page to Second Amendment]

GUARANTORS:

MARION FOODS, INC.

By: /s/ Michael Wolcott

Name: Michael Wolcott         

Title: CFO

Address:

c/o Seneca Foods Corporation

350 WillowBrook Office Park

Fairport, New York 14450

Attn:

Telecopy:

PORTLAND FOOD PRODUCTS COMPANY

By: /s/ Michael Wolcott

Name: Michael Wolcott         

Title: CFO

Address:

c/o Seneca Foods Corporation

350 WillowBrook Office Park

Fairport, New York 14450

Attn:

Telecopy:

GRAY & COMPANY

By: /s/ Michael Wolcott

Name: Michael Wolcott         

Title: CFO

Address:

c/o Seneca Foods Corporation

350 WillowBrook Office Park

Fairport, New York 14450

Attn:

Telecopy:

[Signature Page to Second Amendment]

AGENT AND LENDERS:

BANK OF AMERICA, N.A.,

as Agent, Lender, Issuing Bank and Syndication Agent

By: /s/ Edgar Ezerins                   

Name: Edgar Ezerins         

Title: SVP

Address: 185 Asylum St

Hartford, CT 06103                  

Attn:

Telecopy:

BOFA SECURITIES, INC.,

as Lead Arranger

By: /s/ Edgar Ezerins                   

Name: Edgar Ezerins         

Title: SVP

Address: 185 Asylum St

Hartford, CT 06103

Attn:

Telecopy:

[Signature Page to Second Amendment]

MANUFACTURERS AND TRADERS TRUST

COMPANY, as a Lender

By: /s/ Jason Thomas 

Name: Jason Thomas

Title: Senior Vice President

Address: M&T Bank

3 City Center, Suite 700

180 South Clinton Ave.

Rochester, NY 14604          

Attn:

Telecopy:

[Signature Page to Second Amendment]

U.S. BANK NATIONAL ASSOCIATION,

as a Lender

By: /s/ John R. LePage   

Name: John R. LePage

Title: Vice President

Address: Asset Based Finance

185 Asylum Street, 27^th Floor

Hartford, CT 06103

Attn:

Telecopy:

[Signature Page to Second Amendment]

WELLS FARGO BANK, NATIONAL

ASSOCIATION, as a Lender

By: /s/ Ryan More   

Name: Ryan More

Title: Vice President

Address: Wells Fargo Capital Finance

125 High Street, 11^th Floor

Boston, MA 02125

Attn:

Telecopy:

[Signature Page to Second Amendment]

BMO HARRIS BANK, N.A,

as a Lender

By: /s/ Katherine McCuen     

Name: Katherine McCuen

Title: Authorized Signatory

Address: 320 S Canal St, Floor 16

Chicago, IL 60606

Attn:

Telecopy:

[Signature Page to Second Amendment]

JPMORGAN CHASE BANK, N.A.,

as a Lender

By: /s/ Anne Hall    

Name: Anne Hall

Title: Authorized Officer

Address: North Service Rd., Suite 302

Melville, NY 11747

Attn:

Telecopy:

[Signature Page to Second Amendment]

TD BANK, N.A.,

as a Lender

By: /s/ Edmundo Kuhn     

Name: Edmundo Kuhn

Title: Vice President

Address: 2005 Market St. 2^nd Floor

Philadelphia, PA 19103

Attn:

Telecopy:

[Signature Page to Second Amendment]

ANNEX I

CLOSING CHECKLIST

1. Second Amendment, dated as of the date hereof, to the Fourth Amended and Restated Loan Agreement (the “Second Amendment”). Defined terms used herein but not defined herein shall have the meanings set forth for such term in the Second Amendment or in the Amended Loan Agreement, as applicable.

EX-10.4

Exhibit 10.4

THIRD AMENDMENT
TO
FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

This Third Amendment to Fourth Amended and Restated Loan and Security (this “Amendment”) is dated as of March 6, 2024, 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 Third 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.

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 Third Amendment Effective Date (as defined below), the Loan Agreement is hereby amended as follows:

(a)         Schedule 1.1 is hereby deleted in its entirety and replaced with Schedule 1.1 attached hereto.

The Loan Agreement as so amended and as further amended, restated, supplemented or otherwise modified from time to time is hereinafter referred to as 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 Third 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 Third 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 (except in the case of any representation and warranty qualified by materiality, in which case such representation and warranty shall be true, complete and accurate in all 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 (except in the case of any representation and warranty qualified by materiality, in which case such representation and warranty shall be true, complete and accurate in all 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.

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(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.

(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 “Third 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)         The Obligors shall have paid Agent an amendment fee in the amount of twenty-five thousand dollars ($25,000).

(d)         After giving effect to the amendments set forth in Section 1 on the Third 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.

(e)         After giving effect to the amendments set forth in Section 1 on the Third 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.

- 3 -

(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.

(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.

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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.

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/ Michael Wolcott

Name: Michael Wolcott         

Title: CFO         

Address:

350 WillowBrook Office Park

Fairport, New York 14450

Attn:

Telecopy:

SENECA FOODS, LLC

By: /s/ Michael Wolcott

Name: Michael Wolcott         

Title: CFO    

Address:

c/o Seneca Foods Corporation

350 WillowBrook Office Park

Fairport, New York 14450

Attn:

Telecopy:

SENECA SNACK COMPANY

By: /s/ Michael Wolcott

Name: Michael Wolcott         

Title: CFO         

Address:

c/o Seneca Foods Corporation

350 WillowBrook Office Park

Fairport, New York 14450

Attn:

Telecopy:

[Signature Page to Third Amendment]

GREEN VALLEY FOODS, LLC

By: /s/ Michael Wolcott

Name: Michael Wolcott         

Title: CFO         

Address:

c/o Seneca Foods Corporation

350 WillowBrook Office Park

Fairport, New York 14450

Attn:

Telecopy:

[Signature Page to Third Amendment]

GUARANTORS:

MARION FOODS, INC.

By: /s/ Michael Wolcott

Name: Michael Wolcott         

Title: CFO         

Address:

c/o Seneca Foods Corporation

350 WillowBrook Office Park

Fairport, New York 14450

Attn:

Telecopy:

PORTLAND FOOD PRODUCTS COMPANY

By: /s/ Michael Wolcott

Name: Michael Wolcott         

Title: CFO         

Address:

c/o Seneca Foods Corporation

350 WillowBrook Office Park

Fairport, New York 14450

Attn:

Telecopy:

GRAY & COMPANY

By: /s/ Michael Wolcott

Name: Michael Wolcott         

Title: CFO         

Address:

c/o Seneca Foods Corporation

350 WillowBrook Office Park

Fairport, New York 14450

Attn:

Telecopy:

[Signature Page to Third Amendment]

AGENT AND LENDERS:

BANK OF AMERICA, N.A.,

as Agent, Lender, Issuing Bank and Syndication Agent

By: /s/ Rosemary Bluestein       

Name: Rosemary Bluestein         

Title: Vice President

Address: Bank of America

185 Asylum Street, 35^th Floor

Hartford, CT 06103                  

Attn:

Telecopy:

BOFA SECURITIES, INC.,

as Lead Arranger

By: /s/ Stephen T. Szymanski 

Name: Stephen T. Szymanski

Title: Director

Address: 720 S. Tryon Street

Charlotte, NC 28202

Attn:

Telecopy:

[Signature Page to Third Amendment]

MANUFACTURERS AND TRADERS TRUST

COMPANY, as a Lender

By: /s/ Vito Caraccio  

Name: Vito Caraccio

Title: Senior Vice President

Address: 3 City Center

180 S. Clinton Avenue

Rochester, NY 14604

Attn:

Telecopy:

[Signature Page to Third Amendment]

U.S. BANK NATIONAL ASSOCIATION,

as a Lender

By: /s/ John R. LePage  

Name: John R. LePage         

Title: Vice President

Address: Asset Based Finance

185 Asylum Street, 27^th Floor

Hartford, CT 06103

Attn:

Telecopy:

[Signature Page to Third Amendment]

WELLS FARGO BANK, NATIONAL

ASSOCIATION, as a Lender

By: /s/ Ryan More   

Name: Ryan More

Title: Vice President

Address: 125 High Street, 11^th Floor

MAC J9226-114

Boston, MA 02110

Attn:

Telecopy:

[Signature Page to Third Amendment]

BMO HARRIS BANK, N.A,

as a Lender

By: /s/ Terrence McKenna   

Name: Terrence McKenna

Title: Director

Address: 320 South Canal St.

16^th Floor South

Chicago, IL 60606

Attn:

Telecopy:

[Signature Page to Third Amendment]

JPMORGAN CHASE BANK, N.A.,

as a Lender

By: /s/ Anne Hall  

Name: Anne Hall

Title: Authorized Officer

Address: 395 North Service Road

Melville, NY 11747

Attn:

Telecopy:

[Signature Page to Third Amendment]

TD BANK, N.A.,

as a Lender

By: /s/ Edmundo Kahn 

Name: Edmundo Kahn

Title: Vice President

Address: 2005 Market Street, 2^nd Floor

Philadelphia, PA 19103

Attn:

Telecopy:

[Signature Page to Third Amendment]

SCHEDULE 1.1

to

Fourth Amended and Restated Loan and Security Agreement

COMMITMENTS OF LENDERS

Lender	Commitment for the period from April 1 through and including July 31 of each year	Commitment for the period from August 1 through and including March 31 of each year	Percentage of Aggregate Commitments of all Lenders
Bank of America, N.A.	$85,750,000	$98,000,000	24.5%
U.S. Bank National Association	$56,000,000	$64,000,000	16.0%
Wells Fargo Bank, National Association	$45,500,000	$52,000,000	13.0%
JPMorgan Chase Bank, N.A.	$45,500,000	$52,000,000	13.0%
Manufacturers and Traders Trust Company	$45,500,000	$52,000,000	13.0%
BMO Harris Bank N.A.	$45,500,000	$52,000,000	13.0%
TD Bank, N.A.	$26,250,000	$30,000,000	7.5%
Total	$350,000,000	$400,000,000	100.00%

ANNEX I

CLOSING CHECKLIST

1. Third Amendment, dated as of the date hereof, to the Fourth Amended and Restated Loan Agreement (the “Third Amendment”). Defined terms used herein but not defined herein shall have the meanings set forth for such term in the Third Amendment or in the Amended Loan Agreement, as applicable.

EX-13

Exhibit 13

Management’s Discussion and Analysis of Financial Condition and Results of Operations                                                                                                                          

Our Business

Seneca is a leading provider of packaged fruits and vegetables, with facilities located throughout the United States. Its high quality products are primarily sourced from more than 1,200 American farms. The Company’s product offerings include canned, frozen and jarred produce, and snack chips. Its products are sold under private label as well as national and regional brands that the Company owns or licenses, including Seneca®, Libby’s®, Green Giant®, Aunt Nellie’s®, CherryMan®, Green Valley® and READ®. The Company’s fruits and vegetables are sold nationwide by major grocery outlets, including supermarkets, mass merchandisers, limited assortment stores, club stores and dollar stores. The Company also sells its products to foodservice distributors, restaurant chains, industrial markets, other food processors, export customers in approximately 55 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.

The Company’s business strategies are designed to grow its market share and enhance sales and margins. These strategies include: 1) expand the Company’s leadership in the packaged fruit and vegetable industry; 2) provide low cost, high quality fruit and vegetable products to consumers through the elimination of costs from the Company’s supply chain and investment in state-of-the-art production and logistical technology; 3) focus on growth opportunities to capitalize on higher expected returns; and 4) pursue strategic acquisitions that leverage the Company’s core competencies.

All references to years are fiscal years ended March 31 unless otherwise indicated.

Fluctuations in Commodity, Production, Distribution and Labor Costs

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, supply chain disruptions (including raw material shortages), labor shortages, the conflict between Russia and Ukraine, and the conflict in Israel and Gaza. While we have no direct exposure to these conflicts, we have continued to experience increased costs for transportation, energy, and raw materials due in part to the negative impact 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.

Results of Operations - Fiscal Year 2024 versus Fiscal Year 2023

The following discussion is a comparison between fiscal year 2024 and fiscal year 2023 results. For a discussion of the Company’s results of operations for the year ended March 31, 2023 compared to the year ended March 31, 2022, please refer to the information under the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K/A (Amendment No. 1) for the fiscal year ended March 31, 2023, which was filed with the Securities and Exchange Commission (“SEC”) on July 31, 2023.

Net Sales:

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

	Fiscal Year:
	2024		2023
Canned vegetables	$	1,204,823	$	1,253,257
Frozen vegetables		120,795		121,211
Fruit products		87,435		91,495
Snack products		13,400		12,661
Other		32,150		30,728
	$	1,458,603	$	1,509,352

1

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Net sales for fiscal year 2024 totaled $1,458.6 million as compared to $1,509.4 million for fiscal year 2023. The overall net sales decrease of $50.8 million, or 3.4%, was due to lower sales volumes having an unfavorable impact of $102.7 million to net sales, partially offset by higher selling prices and favorable mix, contributing favorability of $51.9 million, as compared to the prior fiscal year.

Net sales of canned vegetables, frozen vegetables, and fruit products decreased over the prior fiscal year as volume in each of these product categories was down. Higher pricing necessitated by the material cost increases that the Company is experiencing partially offset a portion of the unfavorable impact on net sales generated by the volume decline.

Net sales of snack products increased as compared to the prior fiscal year as increased pricing offset volume declines.

Operating Income:

The following table sets forth the percentages of net sales represented by selected items for fiscal year 2024 and fiscal year 2023 reflected in our Consolidated Statements of Net Earnings (percentages shown as absolute values):

	Fiscal Year:
	2024			2023
Gross margin		12.9	%		6.9	%
Selling, general, and administrative expense		5.6	%		5.4	%
Other operating income, net		0.0	%		0.1	%
Restructuring		0.0	%		0.2	%
Operating income		7.4	%		1.4	%
Other non-operating income		0.7	%		0.4	%
Interest expense, net		2.3	%		0.9	%
Income taxes		1.3	%		0.3	%

Gross Margin – Gross margin is equal to net sales less cost of products sold. As a percentage of net sales, gross margin was 12.9% for fiscal year 2024 as compared to 6.9% for fiscal year 2023. This increase in gross margin was due primarily to a LIFO charge of $22.3 million in fiscal year 2024 versus a LIFO charge of $131.6 million in fiscal year 2023, which equated to a year-over-year positive impact to gross margin of $109.3 million. The rate of inflation moderated during fiscal year 2024, however the Company continued to experience historically high costs at or near fiscal year 2023 levels for various inputs including steel, raw produce, packaging, ingredients, and labor. The continued high input costs, along with larger overall inventory levels in fiscal year 2024 as compared to fiscal year 2023, contributed to the current year LIFO charge.

Selling, General and Administrative Expense – Selling, general and administrative expense for fiscal year 2024 increased $0.1 million from fiscal year 2023. Selling, general and administrative expense was 5.6% of net sales in fiscal year 2024 and 5.4% of net sales in fiscal year 2023. The increase as a percentage of net sales is primarily due to lower sales, coupled with the fixed nature of certain expenses.

Other Operating Income, net – The Company had net other operating income of $0.6 million in fiscal year 2024, which was driven primarily by gains on the sale of non-operational assets in the Pacific Northwest, partially offset by transition service fees incurred in connection with an asset acquisition. Refer to Note 17 of the Notes to Consolidated Financial Statements for further details of that transaction.

The Company had net other operating income of $1.7 million in fiscal year 2023, which was driven primarily by gains on the sale of the Company’s western trucking fleet and an aircraft. This other operating income was partially offset by a write down of idle equipment to estimated selling price, less commission, as the assets met the criteria to be classified as held for sale.

Restructuring – The Company did not incur significant restructuring charges during fiscal year 2024. During fiscal year 2023, the Company incurred restructuring charges of $3.6 million primarily due to ceasing production of green beans at a plant in the Northeast. The charges mainly consisted of severance and write-downs of production equipment that was to be scrapped or sold.

Non-Operating Income (Expense):

Interest Expense, Net – Interest expense as a percentage of net sales was 2.3% for fiscal year 2024 as compared to 0.9% for fiscal year 2023. Interest expense increased from $14.3 million in the prior fiscal year to $34.0 million for fiscal year 2024 as a result of higher interest rates and increased long-term debt levels.

2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Other Non-Operating Income – Other non-operating income totaled $9.8 million and $6.8 million in fiscal years 2024 and 2023, respectively, and is comprised mainly of the non-service related pension amounts that are actuarially determined. The non-service related pension amounts can either be income or expense depending on the results of the actuarial calculations. For details of the calculation of the pension amounts, refer to Note 10 of the Notes to Consolidated Financial Statements. For fiscal year 2024, other non-operating income also included the patronage distribution associated with the Company’s term loans. The patronage distribution varies each year and there is no guarantee that an amount will be received by the Company; for further details refer to Note 7 of the Notes to Consolidated Financial Statements.

Income Taxes – As a result of the aforementioned factors, pre-tax earnings increased from $13.8 million in fiscal year 2023 to $83.0 million in fiscal year 2024. Income tax expense totaled $19.7 million and $4.6 million in fiscal years 2024 and 2023, respectively. The Company’s effective tax rate was 23.7% and 33.1% in fiscal years 2024 and 2023, respectively. In fiscal year 2023, the Company added a valuation allowance against state tax credits as a result of a change in ordering of credit usage for Wisconsin because it was determined that it was more likely than not that the tax credits would not be used prior to expiration. This change in valuation allowance increased the fiscal year 2023 effective tax rate by 7.8%. There was not a similar change in valuation allowance in fiscal year 2024, which provided the effect of reducing the effective tax rate year-over-year. The effective tax rate was further decreased by 3.0% due to state rate changes which were mostly caused by changes in the Company’s business activities that impact state apportionment. Offsetting those decreases was a 3.3% increase for various federal credits when comparing fiscal year 2024 to fiscal year 2023. For additional details of the calculation of the effective tax rate, refer to Note 9 of the Notes to Consolidated Financial Statements.

Earnings per Share:

	Fiscal Year:
	2024		2023
Basic earnings per common share	$	8.64	$	1.19
Diluted earnings per common share	$	8.56	$	1.16

For details of the calculation of these amounts, refer to Note 3 of the Notes to Consolidated Financial Statements.

Liquidity and Capital Resources:

Material Cash Requirements – The Company’s primary liquidity requirements include debt service, capital expenditures and working capital needs. The Company may also seek strategic acquisitions to leverage existing capabilities and further build upon its existing business. Liquidity requirements are funded primarily through cash generated from operations and external sources of financing, including the revolving credit facility.

During fiscal years 2024 and 2023, working capital needs trended higher than previously experienced by the Company in part because of larger annual pack sizes needed to replenish the Company’s post-COVID inventory levels to meet customer demand, and because of supply chain challenges in the steel industry which impacted can manufacturing operations. In order to successfully navigate the uncertainty driven by inflation and import tariffs, and a desire to diversify its steel supply, the Company employed a strategic approach during the recent fiscal years and increased its steel coil purchases to better position itself for subsequent years. The Company’s larger seasonal pack sizes driven by favorable growing conditions, coupled with lower sales in an industry that is experiencing negative sales category trends overall, have resulted in higher inventory levels for finished goods, which will favorably impact the availability of products in the subsequent fiscal year and result in a lower planned seasonal pack in fiscal year 2025.

The Company believes that its operations along with existing liquidity sources will satisfy its cash requirements for at least the next twelve months. The Company has borrowed funds and continues to believe that it has the ability to do so at reasonable interest rates, however additional borrowings would result in increased interest expense. The Company does not have any off-balance sheet financing arrangements.

Summary of Cash Flows – The following table presents a summary of the Company’s cash flows from operating, investing, and financing activities (in thousands):

	Fiscal Year:
	2024			2023
Cash used in operating activities	$	(82,963	)	$	(212,796	)
Cash used in investing activities		(47,202	)		(64,877	)
Cash provided by financing activities		129,762			279,025
(Decrease) increase in cash, cash equivalents and restricted cash		(403	)		1,352
Cash, cash equivalents and restricted cash, beginning of year		12,256			10,904
Cash, cash equivalents and restricted cash, end of year	$	11,853		$	12,256

Net Cash Used in Operating Activities – For fiscal year 2024, cash used in operating activities was $83.0 million, which consisted of a use of cash of $215.1 million by operating assets and liabilities partially offset by net earnings of $63.3 million, adjusted by non-cash charges of $68.8 million. The non-cash charges were largely driven by $43.5 million of depreciation and amortization, $7.3 million of non-cash lease expense, and a $22.3 million LIFO charge. The change in operating assets and liabilities was largely due to inventories being a use of cash driven by higher finished goods inventory levels and by the material cost inflation to various production inputs, as further discussed above within the material cash requirements section. The increase in inventories was also impacted by finished goods acquired in the asset acquisition, refer to Note 17 of the Notes to Consolidated Financial Statements for further details of that transaction.

3

Management’s Discussion and Analysis of Financial Condition and Results of Operations

For fiscal year 2023, cash used in operating activities was $212.8 million, which consisted of a use of cash of $407.2 million by operating assets and liabilities partially offset by net earnings of $9.2 million, adjusted by non-cash charges of $185.2 million. The non-cash charges were largely driven by $40.9 million of depreciation and amortization, $11.6 million of non-cash lease expense, and a $131.6 million LIFO charge. The change in operating assets and liabilities was largely due to inventories being a use of cash driven by the increased size of the fiscal year 2023 harvest in addition to material cost inflation to various production inputs.

The cash requirements of the business fluctuate significantly throughout the year to coincide with the seasonal growing cycles of vegetables. The majority of the inventories are produced during the packing months, from June through November, and are then sold over the following year. Cash flow from operating activities is one of the Company’s main sources of liquidity, excluding usual seasonal working capital swings.

Net Cash Used in Investing Activities – Net cash used in investing activities was $47.2 million for fiscal year 2024 and consisted of cash used for capital expenditures of $36.6 million and $18.7 million paid as deposits to vendors for a new can manufacturing line. Offsetting those amounts, the Company received proceeds from the sale of assets totaling $8.1 million.

Net cash used in investing activities was $64.9 million for fiscal year 2023 and consisted of cash used for capital expenditures of $70.6 million partially offset by proceeds from the sale of assets totaling $5.7 million.

Net Cash Provided by Financing Activities – Net cash provided by financing activities was $129.8 million for fiscal year 2024, driven primarily by a net $114.2 million increase on the Company’s term loan and note payable, as well as an increase in net borrowings on the Company’s revolving credit facility of $56.6 million during fiscal year 2024. Cash used to purchase treasury stock of $33.0 million and to make payments on financing leases of $8.0 million partially offset the cash provided by financing activities.

Net cash provided by financing activities was $279.0 million for fiscal year 2023, driven primarily by receiving proceeds from a new term loan of $175.0 million and an increase in net borrowings on the Company’s revolving credit facility of $160.1 million during fiscal year 2023. Cash used to purchase treasury stock of $41.2 million and to make payments on financing leases of $8.8 million partially offset the cash provided by financing activities.

Debt – The Company’s primary cash requirements are to make payments on the Company’s debt, finance seasonal working capital needs and to make capital expenditures. Internally generated funds and amounts available under the revolving credit facility are the Company’s primary sources of liquidity, although the Company believes it has the ability to raise additional capital by issuing additional stock, if it desires.

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”).

On September 14, 2022, the Company entered into a First Amendment to the Fourth Amended and Restated Loan and Security Agreement (the “Revolver Amendment”) which amended several provisions to replace the London Interbank Offered Rate (“LIBOR”) with the Secured Overnight Financing Rate (“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 Revolver Amendment.  

On May 5, 2023, the Company entered into a Second Amendment to the Fourth Amended and Restated Loan and Security Agreement (the “2023 Revolver Amendment”) which updated certain provisions relating to permitted indebtedness. No other material changes were made as a result of the 2023 Revolver Amendment. 

On March 8, 2024, the Company entered into a Third Amendment to the Fourth Amended and Restated Loan and Security Agreement (the “2024 Revolver Amendment”) which increased the seasonal borrowing amount for the period from April through July by $50.0 million. No other material changes were made as a result of the 2024 Revolver Amendment.

Maximum borrowing availability under the Revolver totals $350.0 million from April through July and $400.0 million from August through March. In order to maintain availability of funds under the facility, the Company pays a commitment fee on the unused portion of the Revolver, which as of March 31, 2024 was $156.3 million. As of March 31, 2024 and 2023, the Revolver balance was $237.2 million and $180.6 million, respectively, and is included in Long-Term Debt in the accompanying Consolidated Balance Sheets due to the Revolver’s March 24, 2026 maturity.

4

Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 fruits and 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 may vary and range from approximately one to seven months. Accordingly, the Company’s need to draw on the Revolver may fluctuate significantly throughout the year.

The following table documents the quantitative data for short-term borrowings on the Revolver during fiscal years 2024 and 2023 (in thousands, except for percentages):

	As of:
	March 31,			March 31,
	2024			2023
Outstanding borrowings	$	237,225		$	180,598
Interest rate		6.93	%		6.34	%

	Fiscal Year:
	2024			2023
Maximum amount of borrowings drawn during the period	$	290,968		$	350,828
Average outstanding borrowings	$	162,780		$	159,670
Weighted average interest rate		6.78	%		5.03	%

Long-Term Debt – On May 28, 2020, the Company entered into an Amended and Restated Loan and Guaranty Agreement with Farm Credit East, ACA that provides for a $100.0 million unsecured term loan (the “Term Loan”). The amended and restated agreement has a maturity date of June 1, 2025 and converted the Term Loan to a fixed interest rate of 3.3012% 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. This agreement contains certain covenants, including maintaining a minimum EBITDA and minimum tangible net worth.

On January 20, 2023, the Company entered into a Second Amended and Restated Loan and Guaranty Agreement with Farm Credit East, ACA (the “Agreement”) which governs two term loans, summarized below:

Term Loan A-1: The Agreement continues certain aspects of the $100.0 million term loan described above, namely Term Loan A-1 will continue to bear interest at a fixed interest rate of 3.3012%, mature on June 1, 2025, and remain unsecured. The Company’s historical practice is to hold term debt until maturity. We expect to maintain or have access to sufficient liquidity to retire or refinance long-term debt at maturity or otherwise, from operating cash flows, access to the capital markets, and our Revolver. We continuously evaluate opportunities to refinance our debt; however, any refinancing is subject to market conditions and other factors, including financing options that may be available to us from time to time, and there can be no assurance that we will be able to successfully refinance any debt on commercially acceptable terms at all.

Term Loan A-2: The Agreement adds an additional term loan in the amount of $175.0 million that will mature on January 20, 2028, and is secured by a portion of the Company’s property, plant and equipment. Term Loan A-2 bears interest at a variable interest rate based upon SOFR plus an additional margin determined by the Company’s leverage ratio. Quarterly payments of principal outstanding on Term Loan A-2 in the amount of $1.5 million commenced on March 1, 2023.

On May 23, 2023, the Agreement was amended by the Second Amended and Restated Loan and Guaranty Agreement Amendment which amends, restates and replaces in its entirety Term Loan A-2 (the “Amendment”). The Amendment provides a single advance term facility in the principal amount of $125.0 million to be combined with the outstanding principal balance of $173.5 million on Term Loan A-2 into one single $298.5 million term loan (“Amended Term Loan A-2”). Amended Loan Term A-2 is secured by a portion of the Company’s property, plant and equipment and bears interest at a variable interest rate based upon SOFR plus an additional margin determined by the Company’s leverage ratio. Quarterly payments of principal outstanding on Amended Term Loan A-2 in the amount of $3.75 million commenced on June 1, 2023. The Amendment continues all aspects of Term Loan A-1 as defined in the Agreement. As of March 31, 2024, the interest rate on Amended Term Loan A-2 was 7.34%. 

5

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The Amendment for Term Loan A-1 and Term Loan A-2 (collectively, the “Term Loans”) contains restrictive covenants usual and customary for loans of its type, in addition to financial covenants including minimum EBITDA and minimum tangible net worth which apply to both Terms Loans described above. In connection with the Amended Term Loan A-2, the Company incurred $1.1 million of financing costs which will be deferred and amortized over the life of the term loan.

As of March 31, 2024, scheduled maturities of long-term debt in each of the five succeeding fiscal years and thereafter are presented below. The Revolver balance is presented as being due in fiscal year 2026, based upon its March 24, 2026 maturity date (in thousands):

2025	$	19,000
2026		333,225
2027		15,000
2028		238,500
2029		-
Thereafter		-
Total	$	605,725

Note Payable — During fiscal year 2024, the Company entered into an unsecured note payable with an individual lender which provides for an interim short-term financing arrangement with an expiration date of June 30, 2024. The balance of the note payable as of March 31, 2024 was $8.9 million and is associated with certain deposits paid to vendors for a new can manufacturing line located at one of the Company’s plant facilities. The note payable bears interest at a variable interest rate based upon SOFR plus 1.80%. Interest is payable monthly and the interest rate as of March 31, 2024 was 7.13%.

The Company believes that its cash flows from operations, availability under its Revolver, and cash and cash equivalents on hand will provide adequate funds for the Company’s working capital needs, planned capital expenditures, operating and administrative expenses, and debt service obligations for at least the next twelve months and the foreseeable future.

Restrictive Covenants – The Company’s debt agreements, including the Revolver and Term Loans, contain customary affirmative and negative covenants that restrict, with specified exceptions, the Company’s ability to incur additional indebtedness, incur liens, pay dividends on the Company’s capital stock, make other restricted payments, including investments, transfer all or substantially all of the Company’s assets, enter into consolidations or mergers, and enter into transactions with affiliates. The Company’s debt agreements also require the Company to meet certain financial covenants including a minimum EBITDA and minimum tangible net worth. The Revolver contains borrowing base requirements related to accounts receivable and inventories and also requires the Company to meet a financial covenant related to a minimum fixed charge coverage ratio if (a) an event of default has occurred or (b) availability on the Revolver is less than the greater of (i) 10% of the commitments then in effect and (ii) $25.0 million. The most restrictive financial covenant in the debt agreements is the minimum EBITDA within the Term Loans which for fiscal year 2024 was greater than $75.0 million in EBITDA. The Company computes its financial covenants as if the Company were on the first-in, first out (“FIFO”) method of inventory accounting. The Company has met all such financial covenants as of March 31, 2024.

The Company's debt agreements limit the payment of dividends and other distributions, subject to availability under the Revolver. There is an annual total distribution limitation of $50,000, less aggregate annual dividend payments totaling $23,181 that the Company presently pays on two outstanding classes of preferred stock. See Note 11 of the Notes to Consolidated Financial Statements for additional information on the Company’s preferred stock.

Standby Letters of Credit – The Company has standby letters of credit for certain insurance-related requirements. The majority of the Company’s standby letters of credit are automatically renewed annually, unless the issuer gives cancellation notice in advance. On March 31, 2024, the Company had $6.5 million in outstanding standby letters of credit. These standby letters of credit are supported by the Company’s Revolver and reduce borrowings available under the Revolver.

6

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Obligations and Commitments:

The Company is party to many contractual obligations involving commitments to make payments to third parties. These obligations impact the Company’s short-term and long-term liquidity and capital resource needs. Certain contractual obligations are reflected on the Consolidated Balance Sheet as of March 31, 2024, while others are considered future obligations. Contractual obligations primarily consist of operating leases, purchase obligations and commitments, principal payments on long-term debt and related interest payments, and income taxes. All of these arrangements require cash payments over varying periods of time. Certain of these arrangements are cancelable on short notice and others require additional payments as part of any early termination. See Notes 7 and 8 of the Notes to Consolidated Financial Statements for information related to the Company’s debt and leases, respectively.

Purchase obligations and commitments consist of open purchase orders to purchase raw materials, including raw produce, steel, ingredients and packaging materials, as well as commitments for products and services used in the normal course of business. The Company expects that the majority of these purchase obligations and commitments will be settled within one year.

The Company’s contractual obligations related to income taxes are primarily related to unrecognized tax benefits. See Note 9 of the Notes to Consolidated Financial Statements for information related to income taxes.

The Company has no off-balance sheet debt or other unrecorded obligations other than purchase commitments noted above.

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 in mid-to-late 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.

The Company’s revenues typically are highest in the second and third fiscal quarters. This is due, in part, because the Company’s fruit and vegetable sales exhibit seasonal increases in the third fiscal quarter due to increased retail demand during the holiday season. 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 these quarters. The following table shows quarterly information for selected financial statement items during fiscal years 2024 and 2023 to illustrate the Company’s seasonal business (in thousands):

	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Fiscal Year 2024:
Net sales	$	298,664	$	407,475	$	444,481	$	307,983
Gross margin		55,289		58,118		54,033		20,778
Net earnings (loss)		23,111		24,779		17,675		(2,247	)
Revolver outstanding (at quarter end)		52,064		134,757		258,108		237,225
Fiscal Year 2023:
Net sales	$	265,193	$	439,842	$	473,254	$	331,063
Gross margin		22,843		41,779		53,789		(14,092	)
Net earnings (loss)		5,103		16,131		21,054		(33,057	)
Revolver outstanding (at quarter end)		78,965		229,213		313,808		180,598

7

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Estimates:

In certain circumstances, the preparation of the Consolidated Financial Statements in conformity with generally accepted accounting principles in the United States (“GAAP”) requires management to use judgment to make certain estimates and assumptions. Critical accounting estimates are defined as those that involve a significant level of estimation uncertainty and have had, or are reasonably likely to have, a material impact on the financial condition or results of operations of the Company. These estimates affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of net sales and expenses during the reporting period. Actual results may differ from these estimates.

Management believes the accounting estimates listed below are those that are most critical to the portrayal of the Company’s financial condition and results of operations, and that require management’s most difficult, subjective, or complex judgments in estimating the effect of inherent uncertainties. Refer to Note 1 of the Notes to Consolidated Financial Statements for a detailed discussion of significant accounting policies.

Trade Promotion Expenses – The Company records both direct and estimated reductions to sales for trade promotions at the time of sale of the respective product. For estimated reductions, the Company maintains an accrual for customer promotional programs, in-store display incentives, and other sales and marketing expenses. This accrual requires management judgment regarding the volume of promotional offers that will be redeemed by the customer and is based on a combination of historical data on performance of similar programs and specific customer program activity. The amounts are subject to fluctuation due to the level of sales and marketing programs, and timing of deduction. Accrued trade promotions were $10.0 million and $5.3 million as of March 31, 2024 and 2023, respectively, and are included in other accrued expenses on the Consolidated Balance Sheets.

Inventories – The Company uses the lower of cost, determined under the last-in, first-out (“LIFO”) method, or market, to value substantially all of its inventories. In the high inflation environment that the Company has been experiencing, the Company believes that the LIFO method was preferable over the first-in, first-out (“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.

Pension Expense – The Company has a defined benefit plan which is subject to certain economic and demographic assumptions. The funded status of the pension plan is dependent upon key assumptions, including the discount rate, mortality, and the rate of increase in compensation levels. Additionally, the plan's funded status is dependent on other factors such as the actual return on plan assets. Certain assumptions reflect the Company's historical experience and management’s best judgment regarding future expectations. Management reviews these assumptions at least annually and uses independent actuaries to assist in formulating assumptions and making estimates.

The discount rate used is determined in conjunction with the Company’s actuary by reference to a current yield curve and by considering the timing and amount of projected future benefit payments. The expected return on plan assets is determined by evaluating the mix of investments that comprise the asset portfolio and external forecasts of future long-term investment returns, along with input from independent pension consultants. With respect to the mortality assumption, the Society of Actuaries’ published mortality tables and projection scales are used in developing the estimates of mortality. Assumptions for increases in the rate of compensation are based on management estimates, which incorporate historical experience and overall compensation trends in the current business environment.

The pension plan’s funded status decreased $6.9 million during fiscal year 2024 reflecting the actual fair value of plan assets and the projected benefit obligation as of March 31, 2024. This funded status decrease was primarily driven by a $5.4 million reduction in the fair value of plan assets, as described in more detail below, and $1.5 million increase to the projected benefit obligation.

During fiscal year 2024, the actuarial gain in the pension plan’s projected benefit obligation was driven by an increase in discount rates, partially offset by the annual update in plan census data resulting in losses and the reflection of an assumed salary increase rate for fiscal year 2025 in excess of the long-term rate. During fiscal year 2023, the actuarial gain in the pension plan’s projected benefit obligation was driven by an increase in discount rates and the annual update in plan census data resulting in gains, partially offset by an assumed salary increase rate for fiscal year 2024 in excess of the long-term rate. Plan assets decreased from $294.3 million as of March 31, 2023 to $288.9 million as of March 31, 2024 primarily due to normal payments of benefits which outpaced the return on plan assets. 

The pension plan was amended to freeze accruals to new hires and rehires effective January 1, 2020. Refer to Note 10 of the Notes to Consolidated Financial Statements for the full pension plan disclosures.

8

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Non-GAAP Financial Measures:

Adjusted net earnings, EBITDA, and FIFO EBITDA are non-GAAP financial measures and are provided for information purposes only. The Company believes these non-GAAP financial measures provide investors with helpful information to evaluate financial performance, perform comparisons from period to period, and to compare results against the Company’s industry peers. A non-GAAP financial measure is defined as a numerical measure of the Company’s 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 the Consolidated Balance Sheets and related Consolidated Statements of Net Earnings, Comprehensive Income (Loss), Stockholders’ Equity and Cash Flows. 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.

Adjusted net earnings are calculated on a FIFO basis which excludes the impact from the application of LIFO. Set forth below is a reconciliation of reported net earnings before income taxes to adjusted net earnings (in thousands):

	Fiscal Year:
	2024		2023
Earnings before income taxes, as reported	$	82,999	$	13,793
LIFO charge		22,342		131,611
Adjusted earnings before income taxes		105,341		145,404
Income taxes at statutory rates (1)		25,177		37,596
Adjusted net earnings	$	80,164	$	107,808

(1) For fiscal years 2024 and 2023, income taxes on adjusted earnings before income taxes were calculated using the income tax provision amounts of $19.7 million and $4.6 million, respectively, and applying the statutory rates of 24.6% and 25.1%, respectively, for each of the respective periods to the pre-tax LIFO charge.

The Company believes EBITDA is often a useful measure of a Company’s operating performance because EBITDA excludes charges for depreciation, amortization, non-cash lease expense, and interest expense as well as the Company’s provision for income tax expense. EBITDA is frequently used as one of the bases for comparing businesses in the Company’s industry. FIFO EBITDA also excludes non-cash charges related to the LIFO inventory valuation method. The Company’s revolving credit facility and term loan agreements use FIFO EBITDA in the financial covenants thereunder. Set forth below is a reconciliation of reported net earnings to EBITDA and FIFO EBITDA (in thousands):

	Fiscal Year:
	2024			2023
Net earnings	$	63,318		$	9,231
Income taxes		19,681			4,562
Interest expense, net of interest income		34,020			14,325
Depreciation and amortization (1)		50,729			52,577
Interest amortization (2)		(447	)		(271	)
EBITDA		167,301			80,424
LIFO charge		22,342			131,611
FIFO EBITDA	$	189,643		$	212,035

(1) Includes non-cash lease expense consistent with financial covenant calculations.

(2) Reconciling item needed to exclude debt issuance cost amortization from the amount shown for interest expense.

9

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Recently Issued Accounting Standards:

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”) related to income tax disclosures. The amendments in this update are intended to enhance the transparency and decision usefulness of income tax disclosures primarily through changes to the rate reconciliation and income taxes paid information. This update is effective for annual periods beginning after December 15, 2024, though early adoption is permitted. The Company plans to adopt this pronouncement for its fiscal year beginning April 1, 2025, and is in the process of analyzing the impact on its consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”) to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This update is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements. Early adoption is permitted. The Company plans to adopt this pronouncement for its fiscal year beginning April 1, 2024, and is in the process of analyzing the impact on its consolidated financial statements.

All other newly issued accounting pronouncements not yet effective have been deemed either not applicable or were related to technical amendments or codification. In addition, the Company did not adopt any other new accounting pronouncements during fiscal year 2024. 

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

Our exposure to market risk for changes in interest rates relates primarily to the amount of interest expense we expect to pay with respect to our Revolver, Amended Term Loan A-2 and note payable (collectively, “Variable Rate Debt”), which are tied to the variable market rate SOFR. Interest rates on the remainder of our long-term debt, including Amended Term Loan A-1, are fixed and not subject to interest rate volatility. The Company uses its Variable Rate Debt for general corporate purposes, including seasonal working capital needs, to pay debt principal and interest obligations, and to fund capital expenditures and acquisitions. With $437.5 million in average Variable Rate Debt during fiscal 2024, a hypothetical 1% change in interest rates would have had a $4.4 million impact on interest expense.

Commodity Risk

The materials that the Company uses, such as vegetables, fruits, steel, ingredients, and packaging materials, as well as the electricity and natural gas used in the Company’s business are commodities that may experience price volatility caused by external factors including but not limited to, market fluctuations, availability, weather, currency fluctuations, and changes in governmental regulations and agricultural programs. These events may result in reduced supplies of these materials, higher supply costs, or interruptions in the Company’s production schedules. If prices of these raw materials increase and the Company is not able to effectively pass such price increases along to its customers, operating income will decrease. During fiscal year 2024, the Company purchased $211.2 million of steel and $191.9 million of raw produce, which are the two largest raw material input costs. A hypothetical 1% change in the cost for both steel and raw produce would have impacted product costs by $2.1 million and $1.9 million, respectively, during fiscal year 2024.

The principal effect of inflation in both commodity and consumer prices on the Company’s operating results is to increase costs, both for products sold and selling, general and administrative expenses. Although the Company may attempt to offset these cost increases by increasing selling prices for its products, consumers may not have the buying power to cover these increased costs and may reduce their volume of purchases of those products. In that event, selling price increases may not be sufficient to completely offset the Company’s cost increases.

The Company does not currently hedge or otherwise use derivative instruments to manage interest rate or commodity risks.

10

Consolidated Statements of Net Earnings

Seneca Foods Corporation

(In thousands, except per share amounts)

	Fiscal Year:
	2024			2023			2022
Net sales	$	1,458,603		$	1,509,352		$	1,385,280
Costs and expenses:
Cost of products sold		1,270,385			1,405,033			1,243,684
Selling, general, and administrative expense		81,209			81,072			76,343
Other operating (income) expense, net		(647	)		(1,662	)		1,174
Plant restructuring		425			3,550			70
Total costs and expenses		1,351,372			1,487,993			1,321,271
Operating income		107,231			21,359			64,009
Other income and expenses: