Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 30, 2023 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 (St ...

PART I. FINANCIAL INFORMATION [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The company's financial statements for the period ended September 30, 2023, show total assets increasing to **$1.57 billion** driven by inventory growth, net earnings more than doubling to **$47.9 million** due to a lower LIFO charge, and improved operating cash flow despite seasonal inventory build-up, alongside a **$55.6 million** acquisition [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of September 30, 2023, total assets increased to **$1.57 billion** driven by a rise in inventories to **$1.01 billion**, while total liabilities grew to **$988.5 million** and stockholders' equity reached **$583.2 million** Consolidated Balance Sheet Highlights (In thousands) | Account | Sep 30, 2023 | Oct 1, 2022 | Mar 31, 2023 | | :--- | :--- | :--- | :--- | | **Total current assets** | $1,157,511 | $999,883 | $794,039 | | Inventories | $1,013,447 | $814,966 | $670,898 | | **Total assets** | **$1,571,720** | **$1,397,972** | **$1,212,721** | | **Total current liabilities** | $432,817 | $445,215 | $156,188 | | Long-term debt, less current portion | $492,685 | $316,345 | $432,695 | | **Total liabilities** | **$988,495** | **$834,565** | **$657,971** | | **Total stockholders' equity** | **$583,225** | **$563,407** | **$554,750** | [Condensed Consolidated Statements of Net Earnings](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Net%20Earnings) For the six months ended September 30, 2023, net sales remained flat at **$706.1 million**, while operating income surged to **$73.9 million** and diluted EPS increased to **$6.30**, primarily driven by a lower cost of products sold Statement of Net Earnings Highlights (In thousands, except per share data) | Metric | Q2 2023 | Q2 2022 | Six Months 2023 | Six Months 2022 | | :--- | :--- | :--- | :--- | :--- | | Net sales | $407,475 | $439,842 | $706,139 | $705,035 | | Operating income | $38,424 | $21,836 | $73,921 | $28,432 | | Net earnings | $24,779 | $16,131 | $47,890 | $21,234 | | Diluted EPS | $3.29 | $2.03 | $6.30 | $2.62 | [Condensed Consolidated Statements of Cash Flows](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended September 30, 2023, net cash used in operating activities significantly improved to **$26.3 million** despite seasonal inventory build-up, while investing activities used **$18.9 million** and financing activities provided **$45.0 million** primarily from borrowings Cash Flow Summary (In thousands) | Activity | Six Months Ended Sep 30, 2023 | Six Months Ended Oct 1, 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | $(26,279) | $(133,621) | | Net cash used in investing activities | $(18,886) | $(29,826) | | Net cash provided by financing activities | $44,990 | $165,430 | | **Net (decrease) increase in cash** | **$(175)** | **$1,983** | [Notes to Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Key notes reveal revenue is primarily from canned vegetables, a significantly lower LIFO charge boosted profitability, long-term debt increased to **$511.9 million**, **$19.6 million** in stock was repurchased, and a **$55.6 million** acquisition of the Green Giant® shelf-stable product line occurred subsequently - On November 8, 2023, the Company acquired certain assets of the Green Giant® shelf-stable vegetable product line from B&G Foods, Inc. for an initial purchase price of approximately **$55.6 million** in cash[69](index=69&type=chunk) - For the six months ended September 30, 2023, the company repurchased **386,681 shares** of its Class A Common Stock for **$19.6 million**[61](index=61&type=chunk) Revenue by Product Category (Six Months Ended, In thousands) | Product Category | Sep 30, 2023 | Oct 1, 2022 | | :--- | :--- | :--- | | Canned vegetables | $579,536 | $583,084 | | Frozen vegetables | $64,585 | $59,806 | | Fruit products | $39,539 | $42,303 | | Snack products | $7,354 | $6,675 | | Other | $15,125 | $13,167 | | **Total** | **$706,139** | **$705,035** | - The LIFO charge decreased significantly, with an increase to cost of products sold of **$7.6 million** for the six months ended Sep 30, 2023, compared to **$48.4 million** for the same period in 2022[34](index=34&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=18&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes increased profitability for the first six months of fiscal 2024 to a significantly lower LIFO charge, which boosted gross margin to **16.1%** despite flat net sales, while liquidity is managed through a revolving credit facility and increased debt, with remediation underway for a material weakness in year-end LIFO calculation controls [Results of Operations](index=18&type=section&id=Results%20of%20Operations) For the six months ended September 30, 2023, net sales marginally increased to **$706.1 million** due to higher prices offsetting lower volumes, while gross margin substantially improved to **16.1%** driven by a lower LIFO charge, and interest expense rose sharply to **$13.8 million** due to increased debt and rates - For the six months ended Sep 30, 2023, the net sales increase of **$1.1 million** was due to higher selling prices contributing **$52.6 million**, offset by lower sales volumes having an unfavorable impact of **$51.5 million**[77](index=77&type=chunk) - Gross margin for the six months ended Sep 30, 2023, increased to **16.1%** from **9.2%** in the prior year, primarily due to a decrease in the LIFO charge to **$7.6 million** from **$48.4 million**[87](index=87&type=chunk) - Interest expense for the six-month period increased to **$13.8 million** from **$3.8 million** year-over-year, as a result of higher interest rates and increased borrowings[92](index=92&type=chunk) [Liquidity and Capital Resources](index=23&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity relies on cash from operations and a revolving credit facility, with operating activities using **$26.3 million** for seasonal inventory buildup, while long-term debt significantly increased to **$492.7 million** due to term loan amendments, maintaining compliance with all debt covenants - Cash used in operating activities for the six months ended Sep 30, 2023 was **$26.3 million**, primarily due to the seasonal increase in inventories[97](index=97&type=chunk) - On May 23, 2023, the company amended its Term Loan A-2, combining an existing balance with a new **$125.0 million** facility to create a single **$298.5 million** term loan[50](index=50&type=chunk) - The company utilizes a seasonally adjusted revolving credit facility of up to **$400.0 million** for working capital needs, which is secured by accounts receivable and inventories[104](index=104&type=chunk) [Non-GAAP Financial Measures](index=27&type=section&id=Non-GAAP%20Financial%20Measures) The company presents non-GAAP measures like Adjusted Net Earnings and FIFO EBITDA to enhance comparability by excluding LIFO impact, with Adjusted Net Earnings at **$53.6 million** and FIFO EBITDA at **$109.4 million** for the six months ended September 30, 2023 Reconciliation of Reported Earnings to Adjusted Net Earnings (In thousands) | Description | Six Months Ended Sep 30, 2023 | Six Months Ended Oct 1, 2022 | | :--- | :--- | :--- | | Earnings before income taxes, as reported | $62,838 | $27,725 | | LIFO charge | $7,616 | $48,435 | | **Adjusted net earnings** | **$53,610** | **$57,609** | Reconciliation of Net Earnings to FIFO EBITDA (In thousands) | Description | Six Months Ended Sep 30, 2023 | Six Months Ended Oct 1, 2022 | | :--- | :--- | :--- | | Net earnings | $47,890 | $21,234 | | EBITDA | $101,807 | $58,105 | | LIFO charge | $7,616 | $48,435 | | **FIFO EBITDA** | **$109,423** | **$106,540** | [Quantitative and Qualitative Disclosures About Market Risk](index=32&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company reports no material changes to its market risk exposure since March 31, 2023, with key risks including raw material pricing and availability, and interest rate fluctuations impacting variable-rate debt - There have been no material changes to the Company's exposure to market risk since March 31, 2023. The company is exposed to fluctuations in interest rates, primarily related to its revolving credit facility and Amended Term Loan A-2[130](index=130&type=chunk) [Controls and Procedures](index=32&type=section&id=Item%204.%20Controls%20and%20Procedures) Management identified a material weakness in internal control over financial reporting related to year-end LIFO inventory valuation, with remediation efforts underway, yet concluded disclosure controls and procedures were effective as of September 30, 2023 - A material weakness was identified in the Company's internal control over financial reporting relating to the accounting for valuing inventory using the LIFO method, specifically regarding the review controls for a year-end adjustment[132](index=132&type=chunk) - Remedial actions include implementing new controls to reconcile inventory quantities and utilizing new software with analytical features to perform the LIFO calculation[135](index=135&type=chunk) - The Chief Executive Officer and Chief Financial Officer concluded that as of September 30, 2023, the company's disclosure controls and procedures were effective[134](index=134&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=33&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in ordinary course legal proceedings, none of which are expected to have a material adverse impact on its financial position, results of operations, or cash flows - In the ordinary course of its business, the Company is made a party to certain legal proceedings but does not believe that an adverse decision would have a material adverse impact on its financial position, results of operations, or cash flows[68](index=68&type=chunk) [Risk Factors](index=33&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the fiscal year ended March 31, 2023 - There have been no material changes to the risk factors disclosed in the Company's Annual Report Form 10-K for the period ended March 31, 2023[137](index=137&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=33&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q2 FY2024, the company repurchased **343,081 shares** of Class A Common Stock at an average price of **$51.03** per share, and the Board increased the stock repurchase authorization to **2,500,000 shares** Share Repurchases (Q2 FY2024) | Period | Class A Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | Jul 2023 | - | - | | Aug 2023 | 161,485 | $49.44 | | Sep 2023 | 181,596 | $52.44 | | **Total** | **343,081** | **$51.03** | - On August 9, 2023, the Board of Directors approved an amendment to the stock repurchase program, increasing the maximum number of shares to be repurchased to **2,500,000**[141](index=141&type=chunk) [Other Information](index=34&type=section&id=Item%205.%20Other%20Information) During the quarter ended September 30, 2023, no director or Section 16 officer adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements - During the quarterly period ended September 30, 2023, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement[142](index=142&type=chunk) [Exhibits](index=34&type=section&id=Item%206.%20Exhibits) The report includes required exhibits, such as CEO and CFO certifications under Sarbanes-Oxley Act and Inline XBRL financial data files - Exhibits filed with the report include certifications from the CEO and CFO under Sections 302 and 906 of the Sarbanes-Oxley Act, as well as Inline XBRL documents[143](index=143&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 1, 2023 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 16-0733 ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K (Mark one) For the fiscal year ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-01989 Seneca Foods Corporation (Exact name of Registrant as specified in its charter) (State or other juris ...

Washington, D.C. 20549 Form 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2022 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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 ...

For the transition period from _____ to _____ Form 10-Q (Mark one) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Table of Contents For the quarterly period ended October 1, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION or Washington, D.C. 20549 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-01989 Seneca Foods Corporation (Exact name of Registrant as specified in its charter) New York 16-0 ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Form 10-Q (Mark one) ☑ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter period ended July 2, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission File Number 0-01989 Seneca Foods Corporation (Exact name of Registrant as specified in its charter) New York 16-0733425 (State ...

Table of Contents 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, 2022 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 Securities registered pursuant to Section 12(g) of the Act: None Seneca Foods Corporation (Exact name ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Form 10-Q | (Mark one) | | | | --- | --- | --- | | ☑ | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) | | | OF THE SECURITIES EXCHANGE ACT OF 1934 | | | | For the Quarter Ended January 1, 2022 | | | | TRANSITION REPORT UNDER 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 na ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Form 10-Q (Mark one) ☑ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended October 2, 2021 ☐ TRANSITION REPORT UNDER 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) incorpora ...