Seneca Foods Corp
For the period ended Mar 31, 2024. Filed Jun 13, 2024.
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FY2024 · Filed Jun 13, 2024
SENEB$148.31-2.5%Stored close · as of Nov 4, 2026
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Item 15. Exhibits and Financial Statement Schedules
| 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. |
| 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) |
| 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) |
| 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
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