Seneca(SENEA) - 2026 Q1 - Quarterly Report

PART I. FINANCIAL INFORMATION This part presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition and results of operations Item 1. Financial Statements This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of net earnings, comprehensive income, cash flows, and stockholders' equity, along with detailed notes explaining the basis of preparation, accounting policies, and specific financial line items Condensed Consolidated Balance Sheets (Unaudited) This table presents the company's unaudited condensed consolidated balance sheets for the specified periods, detailing assets, liabilities, and equity Condensed Consolidated Balance Sheets (in thousands): | Metric | June 28, 2025 | June 29, 2024 | March 31, 2025 | | :-------------------------- | :------------ | :------------ | :------------- | | Cash and cash equivalents | $12,072 | $5,544 | $42,685 | | Inventories | $614,435 | $841,847 | $603,955 | | Total assets | $1,159,344 | $1,369,125 | $1,181,429 | | Total liabilities | $515,172 | $780,179 | $548,406 | | Total stockholders' equity | $644,172 | $588,946 | $633,023 | Condensed Consolidated Statements of Net Earnings (Unaudited) This table presents the company's unaudited condensed consolidated statements of net earnings, including net sales, operating income, and earnings per share Condensed Consolidated Statements of Net Earnings (in thousands, except per share data): | Metric | Three Months Ended June 28, 2025 | Three Months Ended June 29, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | | Net sales | $297,458 | $304,727 | | Cost of products sold | $255,647 | $262,036 | | Operating income | $23,215 | $25,443 | | Net earnings | $14,885 | $12,661 | | Basic earnings per share | $2.16 | $1.82 | | Diluted earnings per share | $2.14 | $1.80 | Condensed Consolidated Statements of Comprehensive Income (Unaudited) This table presents the company's unaudited condensed consolidated statements of comprehensive income for the reported periods Condensed Consolidated Statements of Comprehensive Income (in thousands): | Metric | Three Months Ended June 28, 2025 | Three Months Ended June 29, 2024 | | :----------- | :------------------------------- | :------------------------------- | | Net earnings | $14,885 | $12,661 | | Total | $14,885 | $12,661 | Condensed Consolidated Statements of Cash Flows (Unaudited) This table presents the company's unaudited condensed consolidated statements of cash flows, detailing operating, investing, and financing activities Condensed Consolidated Statements of Cash Flows (in thousands): | Metric | Three Months Ended June 28, 2025 | Three Months Ended June 29, 2024 | | :------------------------------------------------ | :------------------------------- | :------------------------------- | | Net cash provided by operating activities | $53,696 | $50,332 | | Net cash used in investing activities | $(11,173) | $(13,377) | | Net cash used in financing activities | $(80,841) | $(35,833) | | Net (decrease) increase in cash, cash equivalents and restricted cash | $(38,318) | $1,122 | | Cash, cash equivalents and restricted cash, end of the period | $12,072 | $12,975 | Condensed Consolidated Statements of Stockholders' Equity (Unaudited) This table presents the changes in the company's unaudited condensed consolidated stockholders' equity for the reported periods Changes in Stockholders' Equity (in thousands): | Metric | Three Months Ended June 28, 2025 | Three Months Ended June 29, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | | Net earnings | $14,885 | $12,661 | | Cash dividends declared on preferred stock | $(12) | $(12) | | Stock issued for profit sharing plan | $3 | $7 | | Equity incentive program | $47 | $37 | | Purchase treasury stock | $(3,774) | $(6,640) | | Total stockholders' equity (end of period) | $644,172 | $588,946 | Notes to Condensed Consolidated Financial Statements (Unaudited) This section provides detailed notes explaining the basis of preparation, accounting policies, and specific financial line items within the condensed consolidated financial statements 1. Basis of Preparation and Presentation This note outlines the company's business as a leading provider of packaged fruits and vegetables, the basis for preparing the unaudited condensed consolidated financial statements, the seasonal nature of its operations, and recent accounting pronouncements - Seneca Foods Corporation is a leading provider of packaged fruits and vegetables, offering canned, frozen, and jarred produce, and snack chips, sold nationwide and internationally[16] - Due to the seasonal nature of the business, quarterly operating results and cash flows are not necessarily indicative of full-year results[19] Cash, Cash Equivalents and Restricted Cash Reconciliation (in thousands): | Metric | June 28, 2025 | June 29, 2024 | March 31, 2025 | | :-------------------------------------- | :------------ | :------------ | :------------- | | Cash and cash equivalents | $12,072 | $5,544 | $42,685 | | Restricted cash | $- | $7,431 | $7,705 | | Total cash, cash equivalents and restricted cash | $12,072 | $12,975 | $50,390 | - The company is analyzing the impact of new accounting pronouncements: ASU 2024-03 (Expense Disaggregation Disclosures, effective FY2027) and ASU 2023-09 (Improvements to Income Tax Disclosures, effective FY2026)[25][26] 2. Revenue Recognition This note details the company's revenue recognition policies, primarily at the point of product control transfer, and provides a disaggregation of revenue by product category, along with deferred revenue activity - Revenue is recognized when product control is transferred to the customer, generally upon shipment or delivery, including bill and hold sales where title transfers prior to shipment[28] Revenue Disaggregated by Product Category (in thousands): | Product Category | Three Months Ended June 28, 2025 | Three Months Ended June 29, 2024 | | :--------------- | :------------------------------- | :------------------------------- | | Canned vegetables | $247,351 | $253,749 | | Frozen vegetables | $22,937 | $25,334 | | Fruit products | $18,050 | $18,841 | | Snack products | $3,555 | $2,865 | | Other | $5,565 | $3,938 | | Total | $297,458 | $304,727 | Deferred Revenue Activity (in thousands): | Metric | Three Months Ended June 28, 2025 | Three Months Ended June 29, 2024 | | :-------------------------- | :------------------------------- | :------------------------------- | | Beginning balance | $11,140 | $8,185 | | Deferral of revenue | $1,488 | $1,239 | | Recognition of unearned revenue | $(4,315) | $(4,363) | | Ending balance | $8,313 | $5,061 | 3. Earnings per Common Share This note provides the calculation of basic and diluted earnings per common share for the reported periods Earnings per Common Share (in thousands, except per share amounts): | Metric | Three Months Ended June 28, 2025 | Three Months Ended June 29, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | | Basic earnings per common share | $2.16 | $1.82 | | Diluted earnings per common share | $2.14 | $1.80 | | Weighted average common shares outstanding (Basic) | 6,882 | 6,962 | | Total shares for diluted | 6,949 | 7,029 | 4. Inventories This note explains the company's use of the LIFO inventory valuation method and provides a breakdown of inventory by category, including the LIFO reserve - The Company uses the LIFO method for inventory valuation to better match current production costs to current revenue, with interim calculations based on management estimates[32] Inventories by Category (in thousands): | Category | June 28, 2025 | June 29, 2024 | March 31, 2025 | | :-------------------------------- | :------------ | :------------ | :------------- | | Finished products | $587,053 | $753,175 | $619,598 | | Work in process | $99,651 | $118,914 | $106,006 | | Raw materials and supplies | $275,189 | $291,622 | $237,607 | | Less: excess of FIFO cost over LIFO cost | $(347,458) | $(321,864) | $(359,256) | | Total inventories | $614,435 | $841,847 | $603,955 | - A LIFO credit of $11.8 million was recorded for the three months ended June 28, 2025, compared to $2.9 million for the prior year, reducing the cost of products sold[33] 5. Property, Plant and Equipment This note provides a breakdown of the company's property, plant, and equipment, along with accumulated depreciation and depreciation expense for the period Property, Plant and Equipment (in thousands): | Category | June 28, 2025 | June 29, 2024 | March 31, 2025 | | :------------------------------------------ | :------------ | :------------ | :------------- | | Land and land improvements | $53,458 | $49,985 | $52,339 | | Buildings and improvements | $238,848 | $237,690 | $238,709 | | Machinery and equipment | $506,101 | $467,272 | $502,223 | | Office equipment, furniture, vehicles and computer software | $15,948 | $15,374 | $15,604 | | Construction in progress | $21,138 | $14,308 | $16,177 | | Property, plant and equipment, cost | $835,493 | $784,629 | $825,052 | | Less: accumulated depreciation | $(510,001) | $(476,975) | $(500,284) | | Property, plant and equipment, net | $325,492 | $307,654 | $324,768 | - Depreciation expense totaled $10.0 million for the three months ended June 28, 2025, an increase from $9.6 million in the prior year period[35] 6. Debt This note details the company's debt structure, including a finance obligation for a new can manufacturing line, a revolving credit facility, and term loans, along with associated covenants and compliance - A finance obligation of $19.4 million (principal balance as of June 28, 2025) was recorded for a new can manufacturing line, with a fixed interest rate of 5.56% and maturity in September 2031[37] Long-term Debt (in thousands): | Metric | June 28, 2025 | June 29, 2024 | March 31, 2025 | | :-------------------------------- | :------------ | :------------ | :------------- | | Revolving credit facility | $10,363 | $209,189 | $1,000 | | Term Loan A-1, net | $- | $83,971 | $80,995 | | Term Loan A-2, net | $264,134 | $278,905 | $267,827 | | Total long-term debt | $274,497 | $572,065 | $349,822 | | Long-term debt, less current portion | $259,497 | $473,065 | $253,822 | - The company refinanced its revolving credit facility with Wells Fargo Bank for up to $450.0 million (seasonally adjusted to $400.0 million), maturing December 24, 2029, with an unused portion of $389.1 million as of June 28, 2025[38][39][41] - Term Loan A-1 ($100.0 million) was paid in full upon maturity on June 1, 2025. Amended Term Loan A-2 ($298.5 million principal) matures January 20, 2028, with a variable interest rate (6.57% as of June 28, 2025)[43][45] - The company was in compliance with all covenants for its revolving credit facility and term loan agreement as of June 28, 2025[47] 7. Leases This note provides information on the company's operating and finance leases, including lease cost components, cash flows related to leases, and a schedule of undiscounted future lease payments Lease Cost Components (in thousands): | Metric | Three Months Ended June 28, 2025 | Three Months Ended June 29, 2024 | | :-------------------------- | :------------------------------- | :------------------------------- | | Finance lease cost | $1,016 | $1,281 | | Operating lease cost | $1,087 | $1,832 | | Short-term lease cost | $3,683 | $2,745 | | Total lease cost | $5,786 | $5,858 | Weighted-Average Lease Terms and Discount Rates: | Lease Type | Weighted-Average Lease Term (years) | Weighted-Average Discount Rate (%) | | :----------- | :---------------------------------- | :------------------------------- | | Finance leases | 3.7 | 4.2% | | Operating leases | 4.1 | 5.2% | Undiscounted Future Lease Payments (in thousands) as of June 28, 2025: | Years ending March 31: | Operating | Finance | | :--------------------- | :-------- | :------ | | Balance of 2026 | $2,066 | $3,132 | | 2027 | $3,010 | $3,218 | | 2028 | $2,512 | $2,811 | | 2029 | $1,455 | $1,659 | | 2030 | $1,112 | $923 | | 2031 and thereafter | $1,015 | $383 | | Total minimum payment required | $11,170 | $12,126 | 8. Income Taxes This note discusses the company's effective tax rate and the potential impact of recently enacted tax legislation - The effective tax rate increased to 24.5% for the three months ended June 28, 2025, from 23.3% in the prior year, primarily due to lower federal credits, higher earnings before income taxes, and the prior year's benefit from interest on a federal income tax refund[54] - The company is analyzing the impact of the newly signed One Big Beautiful Bill Act (OBBBA) on its consolidated financial statements, which includes permanent extension of certain tax provisions and modifications to the international tax framework[55] 9. Retirement Plans This note outlines the net periodic pension (benefit) cost for the company's pension plan Net Periodic Pension (Benefit) Cost (in thousands): | Metric | Three Months Ended June 28, 2025 | Three Months Ended June 29, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | | Service cost including administrative expenses | $1,323 | $1,591 | | Interest cost | $2,912 | $2,942 | | Expected return on plan assets | $(4,820) | $(4,423) | | Amortization of net loss | $- | $76 | | Amortization of prior service cost | $2 | $2 | | Net periodic pension (benefit) cost | $(583) | $188 | 10. Stockholders' Equity This note details the company's share repurchase activities for Class A Common Stock during the reported periods - The company repurchased 41,937 shares of Class A Common Stock at a cost of $3.8 million during the three months ended June 28, 2025, compared to 117,262 shares at a cost of $6.6 million in the prior year period[57] - As of June 28, 2025, 5,347,238 shares or $214.4 million of repurchased stock are held as treasury stock[57] 11. Fair Value of Financial Instruments This note describes the methods used to estimate the fair value of financial instruments, particularly long-term debt and finance obligations - Fair values for money market funds use Level 1 inputs (quoted prices in active markets), while commercial paper uses Level 2 inputs (quoted prices for similar assets)[59] - The estimated fair value for long-term debt and finance obligation (Level 2) is determined by quoted market prices for similar debt or current rates offered to the company[60] Carrying Value and Estimated Fair Value of Long-term Debt and Finance Obligation (in thousands): | Metric | June 28, 2025 | June 29, 2024 | March 31, 2025 | | :------------- | :------------ | :------------ | :------------- | | Carrying value | $293,908 | $572,065 | $369,878 | | Fair value | $293,419 | $567,442 | $364,276 | 12. Segment Information This note outlines the company's two reportable segments, Vegetable and Fruit/Snack, and an 'Other' category for non-food operations, detailing how the Chief Operating Decision Maker (CODM) evaluates performance based on earnings before income taxes - The company operates with two reportable segments: Vegetable and Fruit/Snack, and an 'Other' category for non-food operations (e.g., can sales, seed, aircraft operations)[62][63] - The CODM evaluates segment performance based on earnings (loss) before income taxes, using FIFO basis for internal reporting[64][65] Segment Net Sales (in thousands): | Segment | Three Months Ended June 28, 2025 | Three Months Ended June 29, 2024 | | :-------------- | :------------------------------- | :------------------------------- | | Vegetable | $270,288 | $279,083 | | Fruit and Snack | $21,605 | $21,706 | | Other | $5,565 | $3,938 | | Total Net Sales | $297,458 | $304,727 | Segment Earnings Before Income Taxes (FIFO basis, in thousands): | Segment | Three Months Ended June 28, 2025 | Three Months Ended June 29, 2024 | | :-------------- | :------------------------------- | :------------------------------- | | Vegetable | $3,906 | $11,342 | | Fruit and Snack | $2,812 | $2,002 | | Other | $1,195 | $239 | | Subtotal (FIFO basis) | $7,913 | $13,583 | | LIFO Impact | $11,798 | $2,918 | | Total Earnings before income taxes | $19,711 | $16,501 | 13. Legal Proceedings, Other Contingencies, and Commitments This note addresses the company's involvement in legal proceedings and its commitments related to workers' compensation policies - The company is involved in various legal proceedings, including product liability, workers' compensation, and regulatory matters, but does not believe an adverse decision would materially impact its financial position[68] - The company has a surety bond ($4.0 million undrawn) and a surety-backed letter of credit ($13.8 million undrawn) as collateral for its workers' compensation policy, both automatically renewed annually[69] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial condition, results of operations for the three months ended June 28, 2025, compared to June 29, 2024, and discusses business trends, liquidity, capital resources, seasonality, and non-GAAP financial measures Business Trends This subsection discusses the factors influencing raw material and input costs, the company's strategies to manage these costs, and the impact of recent economic and weather conditions on working capital and seasonal pack costs - The company faces fluctuating costs for raw materials (produce, steel, ingredients, packaging), labor, fuel, utilities, and transportation, which have been elevated due to supply chain disruptions, steel pricing, labor shortages, and global conflicts[72][73] - Strategies to manage costs include short-term supply contracts, advance grower agreements, cost-saving measures, and raising sales prices, though price increases may lag rising input costs[74] - Working capital needs eased in fiscal year 2025 due to lower planned seasonal pack sizes, but adverse weather conditions led to a higher-cost seasonal pack per unit, with fiscal year 2026 focusing on funding the new pack[87][88][89] Results of Operations This subsection provides a detailed analysis of the company's net sales, gross margin, operating expenses, and non-operating income and expenses for the three months ended June 28, 2025, compared to the same period in the prior year Net Sales Net sales decreased by $7.2 million, or 2.4%, primarily due to lower sales volumes, partially offset by higher selling prices and product mix - Total net sales decreased by $7.2 million (2.4%) to $297.5 million for the three months ended June 28, 2025, compared to $304.7 million in the prior year[76] - The decrease was driven by lower sales volumes (contributing $13.6 million decrease), partially offset by higher selling prices and product mix (contributing $6.4 million favorable impact)[76] - Canned and frozen vegetables saw a combined $8.8 million decrease, while snack products increased by $0.7 million due to higher sales volume[77] Operating Income Gross margin remained relatively flat at 14.1%, benefiting from a larger LIFO credit, while selling, general, and administrative expenses increased as a percentage of net sales due to lower sales and fixed costs Operating Income Components as a Percentage of Net Sales: | Metric | Three Months Ended June 28, 2025 | Three Months Ended June 29, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | | Gross margin | 14.1% | 14.0% | | Selling, general, and administrative expense | 6.3% | 5.7% | | Operating income | 7.8% | 8.3% | - Gross margin was relatively flat year-over-year, benefiting from a larger LIFO credit of $11.8 million in the current quarter (vs. $2.9 million in prior year), which reduced the cost of products sold[79] - Selling, general, and administrative expense increased by $1.3 million and rose to 6.3% of net sales (from 5.7%) due to decreased net sales and the fixed nature of certain expenses[80] Non-Operating (Income) Expense Other non-operating income increased, while interest expense significantly decreased due to lower average borrowings and a reduced weighted average interest rate Non-Operating (Income) Expense as a Percentage of Net Sales: | Metric | Three Months Ended June 28, 2025 | Three Months Ended June 29, 2024 | | :-------------------------- | :------------------------------- | :------------------------------- | | Other non-operating income | 0.6% | 0.5% | | Interest expense, net | 1.8% | 3.4% | - Interest expense, net, decreased from $10.3 million (3.4% of net sales) in the prior year to $5.4 million (1.8% of net sales) in the current quarter, primarily due to lower average borrowings and a lower weighted average interest rate on the revolving credit facility[83] Income Taxes The effective tax rate increased to 24.5% due to lower federal credits, higher earnings before income taxes, and the comparative impact of a prior-year tax refund benefit, partially offset by state tax credit usage - The effective tax rate increased to 24.5% for the three months ended June 28, 2025, from 23.3% in the prior year, driven by lower federal credits, higher earnings before income taxes, and the comparative impact of interest received on a federal income tax refund in the prior year[84] Liquidity and Capital Resources This subsection discusses the company's working capital, debt, and cash flow management, highlighting the impact of seasonal production cycles and strategic inventory decisions on liquidity Material Cash Requirements The company's primary liquidity needs include debt service, capital expenditures, and working capital, funded by operations and external financing, with working capital needs easing in FY2025 but focusing on funding the seasonal pack in FY2026 - Primary liquidity requirements include debt service, capital expenditures, and working capital needs, funded primarily through cash generated from operations and its revolving credit facility[85] - Working capital needs trended higher in prior fiscal years due to larger pack sizes, supply chain disruptions, and inflationary pressure in the steel industry, leading to increased steel coil purchases[86] - In fiscal year 2025, working capital needs eased, but adverse weather conditions resulted in a higher-cost seasonal pack per unit, with the focus for fiscal year 2026 being on funding the seasonal pack[88][89] - The company believes its operations and existing liquidity sources will satisfy cash requirements for at least the next twelve months[90] Summary of Cash Flows Cash provided by operating activities increased, while cash used in investing activities decreased, and cash used in financing activities significantly increased due to term loan payments, including the full payment of Term Loan A-1 Summary of Cash Flows (in thousands): | Activity | Three Months Ended June 28, 2025 | Three Months Ended June 29, 2024 | | :------------------------------------------ | :------------------------------- | :------------------------------- | | Cash provided by operating activities | $53,696 | $50,332 | | Cash used in investing activities | $(11,173) | $(13,377) | | Cash used in financing activities | $(80,841) | $(35,833) | | Net (decrease) increase in cash, cash equivalents and restricted cash | $(38,318) | $1,122 | - Net cash used in financing activities increased significantly to $80.8 million, primarily driven by $85.4 million in term loan and finance obligation payments, including the full payment of Term Loan A-1 ($81.0 million)[96] - Cash provided by operating activities was $53.7 million, mainly from changes in operating assets and liabilities ($38.9 million) and net earnings ($14.9 million), partially offset by a LIFO credit of $11.8 million[91] Impact of Seasonality on Financial Position and Results of Operations This subsection explains how the company's seasonal production cycle, from planting to harvesting and sales, significantly impacts inventory levels, accounts payable, and accounts receivable throughout the fiscal year - The company's production cycle involves planting in spring, harvesting and packaging in the second and third fiscal quarters, with sales spanning the following twelve months[98] - Inventory levels are highest after the seasonal pack (mid-summer for peas, mid-autumn for corn and green beans), while inventory and accounts payable typically reach their lowest point in mid-to-late first quarter[98] - Fruit and vegetable sales increase seasonally in the third fiscal quarter due to holiday demand, and accounts receivable typically peak at the end of the second fiscal quarter[99] Non-GAAP Financial Measures This subsection defines and reconciles non-GAAP financial measures, including Adjusted net earnings, EBITDA, and FIFO EBITDA, which are used to evaluate financial performance and for financial covenants - Adjusted net earnings are calculated on a FIFO basis, excluding the impact from the application of LIFO[101] Adjusted Net Earnings (in thousands): | Metric | Three Months Ended June 28, 2025 | Three Months Ended June 29, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | | Earnings before income taxes, as reported | $19,711 | $16,501 | | LIFO credit | $(11,798) | $(2,918) | | Adjusted earnings before income taxes | $7,913 | $13,583 | | Income taxes | $1,900 | $3,125 | | Adjusted net earnings | $6,013 | $10,458 | - EBITDA excludes depreciation, amortization, non-cash lease expense, interest expense, and income tax expense, while FIFO EBITDA further excludes non-cash charges related to the LIFO inventory valuation method[102] Reconciliation of Net Earnings to EBITDA and FIFO EBITDA (in thousands): | Metric | Three Months Ended June 28, 2025 | Three Months Ended June 29, 2024 | | :-------------------------- | :------------------------------- | :------------------------------- | | Net earnings | $14,885 | $12,661 | | Income taxes | $4,826 | $3,840 | | Interest expense, net | $5,410 | $10,345 | | Depreciation and amortization | $12,022 | $12,446 | | Interest amortization | $(154) | $(115) | | EBITDA | $36,989 | $39,177 | | LIFO credit | $(11,798) | $(2,918) | | FIFO EBITDA | $25,191 | $36,259 | New Accounting Standards This subsection refers to Note 1 for information regarding recently issued accounting pronouncements and their potential impact on the company's financial statements Critical Accounting Estimates This subsection states that there were no material changes to the company's critical accounting policies or estimates during the three months ended June 28, 2025 - There were no material changes to the Company's critical accounting policies or estimates during the three months ended June 28, 2025[106] Forward-Looking Information This subsection provides a cautionary statement regarding forward-looking statements and lists important factors that could cause actual results to differ materially from expectations - The report contains forward-looking statements subject to known and unknown risks and uncertainties that could cause actual results to differ materially from expectations[108] - Important factors include rising costs of raw materials, labor, and distribution; impact of tariffs; labor shortages; climate and weather; ability to implement price increases; loss of significant customers; competition; and regulatory changes[110] Item 3. Quantitative and Qualitative Disclosures about Market Risk This section discusses the company's exposure to various market risk factors, including general economic conditions, competition, raw material pricing, and interest rate fluctuations, noting no material changes since March 31, 2025 - The company is exposed to market risk factors such as changes in general economic conditions, competition, raw material pricing and availability, and fluctuations in interest rates[111] - There have been no material changes to the company's exposure to market risk since March 31, 2025[111] - Interest rate risk, primarily related to its revolving credit facility and Amended Term Loan A-2, is managed using both fixed and variable interest rate debt and fixed interest rate lease obligations[111] Item 4. Controls and Procedures This section confirms the effectiveness of the company's disclosure controls and procedures as of June 28, 2025, and states that there have been no material changes to its internal control over financial reporting - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of June 28, 2025[113] - There have been no material changes to the company's internal control over financial reporting during the period covered by this report[114] PART II. OTHER INFORMATION This part includes information on legal proceedings, risk factors, equity security sales, defaults, mine safety, other disclosures, and exhibits Item 1. Legal Proceedings This section refers to Note 13 of the Condensed Consolidated Financial Statements for details on legal proceedings, other contingencies, and commitments Item 1A. Risk Factors This section states that there have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the period ended March 31, 2025 - No material changes to the risk factors disclosed in the Company's Annual Report Form 10-K for the period ended March 31, 2025[117] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details the company's repurchases of Class A Common Stock during the quarterly period ended June 28, 2025 Class A Common Stock Repurchases (Quarterly Period Ended June 28, 2025): | Period | Total Number of Shares Purchased | Average Price Paid per Share | | :---------------- | :------------------------------- | :--------------------------- | | 04/01/2025 – 04/30/2025 | 11,925 | $88.88 | | 06/01/2025 – 06/30/2025 | 30,012 | $90.42 | | Total | 41,937 | $89.98 | - As of June 30, 2025, 342,666 shares may yet be purchased under the publicly announced plans or programs[121] Item 3. Defaults Upon Senior Securities This section states that there were no defaults upon senior securities during the reported period - There were no defaults upon senior securities[118] Item 4. Mine Safety Disclosures This section indicates that there are no mine safety disclosures to report - There are no mine safety disclosures[119] Item 5. Other Information This section reports that no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements during the quarter - No director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements during the quarterly period ended June 28, 2025[120] Item 6. Exhibits This section lists all exhibits filed as part of the Form 10-Q, including various XBRL documents and executive compensation plans - The exhibits include Inline XBRL Instance Document, Taxonomy Extension documents, and certifications pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2002[122] - Amended and Restated Seneca Foods Corporation Executive Profit Sharing Bonus Plan and Manager Profit Sharing Bonus Plan are filed as exhibits[122] SIGNATURES This section contains the official certifications and signatures for the report SIGNATURES This section contains the official signatures of the company's President and Chief Executive Officer, Paul L. Palmby, and Chief Financial Officer, Michael S. Wolcott, certifying the report - The report is signed by Paul L. Palmby, President and Chief Executive Officer, and Michael S. Wolcott, Chief Financial Officer, on August 7, 2025[125]