Seneca Foods Corp

Previous wording

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

Current wording

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

Previous wording

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. 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. 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 impact of which could increase our cost of products sold and reduce our profitability.

Current wording

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, fertilizer, utilities and transportation, are subject to fluctuations in price attributable to a number of factors. Certain of the 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 the Company may be subject. 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 impact of which could increase our cost of products sold and reduce our profitability.

Previous wording

We experienced material cost increases to various production inputs during the last several years due to a number of factors, including but not limited to, supply chain disruptions, steel supply and pricing, raw material shortages, labor shortages, and the conflict between Russia and Ukraine. While we have no direct exposure to this foreign conflict, it had a negative impact on the global economy which increased certain of our input costs. While some of the factors mentioned above have started to ease and stabilize, our costs remain elevated as compared to historical levels.

Current wording

We experienced material cost increases to various production inputs during the last several years due to a number of factors, including but not limited to, supply chain disruptions, steel supply and pricing, raw material shortages, inflationary pressure, and labor shortages. Additionally, foreign conflicts have disrupted the global economic environment during these years. While the Company has no direct exposure to these foreign conflicts, some of which are ongoing, they have had a negative impact on the global economy which has increased certain of our input costs. While some of the factors mentioned above have started to ease and stabilize, our costs remain elevated as compared to historical levels.

Previous wording

Net sales totaled $1,265.8 million for the nine months ended December 27, 2025 as compared with $1,233.0 million for the nine months ended December 28, 2024. The overall net sales increase of $32.8 million, or 2.7%, as compared to the prior year nine-month interim period was driven by higher sales volume contributing an increase of $16.5 million and a $16.3 million increase from the impact of higher selling prices and product mix.

Current wording

Net sales totaled $405.2 million for the three months ended June 27, 2026 as compared with $297.5 million for the three months ended June 28, 2025. The overall net sales increase of $107.7 million, or 36.2%, was driven by higher sales volumes contributing an increase of $96.8 million, along with higher selling prices and the impact of product mix which contributed an increase of $10.9 million as compared to the prior year quarter.

Previous wording

Net sales of canned vegetables and frozen vegetables increased by a combined $29.4 million over the prior year. The categories experienced an increase in sales volume equating to $18.5 million and a $10.9 million increase from the impact of pricing and product mix. Net sales in the fruit products category decreased by $1.2 million mainly driven by lower sales volume. The snack products category remained relatively consistent with a net sales increase of $0.3 million. Lastly, net sales attributable to the other category increased $4.2 million as compared to the prior year for seed, cans and ends, and outside revenue from aircraft operations, which are ancillary to the Company’s main operations.

Current wording

Net sales of canned vegetables and frozen vegetables increased by a combined $105.5 million over the prior year quarter. The categories experienced an increase in sales volume equating to $96.0 million, along with $9.5 million from higher selling prices and the impact of product mix. Net sales in the fruit products category increased by $0.9 million mainly driven by an increase in sales volume. Net sales of the snack products category were flat compared to the prior year quarter. Lastly, net sales attributable to the other category increased $1.3 million as compared to the prior year quarter for seed, cans and ends, and outside revenue from aircraft operations, which are ancillary to the Company’s main operations.

Previous wording

The following table presents components of operating and non-operating income as a percentage of net sales (percentages shown as absolute values):

Current wording

The following table presents components of operating and non-operating (income) expense as a percentage of net sales (percentages shown as absolute values):

Previous wording

Gross Margin: Gross margin for the three months ended December 27, 2025 was 16.4% as compared to 9.8% for the three months ended December 28, 2024. Gross margin was higher for the current quarter, partially driven by a LIFO credit that decreased the cost of products sold on a GAAP basis year-over-year. In addition, finished goods sold by the Company during the current quarter largely consisted of products produced during the current year seasonal pack, which have a lower cost on a FIFO per unit basis as compared to finished goods sold during the prior year quarter. These factors, along with the net sales increase further discussed in the section above, resulted in a higher gross margin for the current quarter. Refer to the separate business trends section and the material cash requirements section for additional discussion of the factors impacting the respective seasonal pack.

Current wording

Gross Margin: Gross margin for the three months ended June 27, 2026 was 11.8% as compared to 14.1% for the three months ended June 28, 2025. Gross margin decreased when comparing the year-over-year quarterly periods mainly because the prior year quarter benefited from a larger LIFO credit thereby reducing the cost of products sold on a GAAP basis for that period. The Company’s LIFO credit for the three months ended June 27, 2026 was $3.0 million as compared to $11.8 million for the three months ended June 28, 2025. Excluding the LIFO credit, the gross margin was steady year-over-year as the percentage increase in cost of products sold was generally consistent with the percentage increase in net sales. Refer to the business trends section above and the material cash requirements section below for additional discussion of the factors impacting the respective seasonal pack.

Previous wording

Selling, General, and Administrative: Selling, general and administrative expense for the three months ended December 27, 2025 increased $1.0 million from the three months ended December 28, 2024. Selling, general, and administrative expense as a percentage of net sales for the three months ended December 27, 2025, was 4.6% as compared with 4.5% for the prior year quarter. The percentage remained relatively flat on a comparative basis as net sales increased and selling, general, and administrative expense increased mostly driven by routine workforce related costs.

Current wording

Selling, General, and Administrative: Selling, general and administrative expense for the three months ended June 27, 2026 increased $1.7 million from the three months ended June 28, 2025. Selling, general, and administrative expense as a percentage of net sales for the three months ended June 27, 2026, was 5.0% as compared with 6.3% for the prior year quarter. The decrease in selling, general, and administrative expense as a percentage of net sales was mainly driven by the increase in net sales and the fixed nature of certain expenses.

Previous wording

Other Operating (Income) Expense, net: The Company had net other operating income of $0.1 million during the three months ended December 27, 2025, which was driven primarily by the sale of various spare equipment and nominal amounts related to the use of Company-owned land. During the three months ended December 28, 2024, the Company had net other operating expense of $0.8 million, which was driven primarily by the disposal of various spare equipment.

Current wording

Other Operating Expense (Income), net: The Company had other operating expense, net of $1.2 million during the three months ended June 27, 2026, which was driven primarily by $1.4 million of transition service fees resulting from the business acquisition in fiscal year 2026. During the three months ended June 28, 2025, the Company had other operating income, net of $0.1 million, which was driven primarily by the sale of various spare equipment.

Previous wording

Other Non-Operating Income: Other non-operating income totaled $2.8 million and $1.5 million for the three months ended December 27, 2025 and December 28, 2024, respectively, and is comprised of the non-service related pension amounts that are actuarially determined.

Current wording

Other Non-Operating Income: Other non-operating income totaled $3.0 million and $1.9 million for the three months ended June 27, 2026 and June 28, 2025, respectively, and is comprised of the non-service related pension amounts that are actuarially determined.

Previous wording

Interest Expense, net: Interest expense as a percentage of net sales was 0.8% for the three months ended December 27, 2025, as compared to 1.6% for the three months ended December 28, 2024. Interest expense decreased from $7.8 million in the prior year quarter to $4.1 million in the current quarter primarily driven by lower average borrowings outstanding under the Company’s revolving credit facility and a lower weighted average interest rate as compared to the prior year quarter.

Current wording

Interest Expense, net: Interest expense as a percentage of net sales was 0.8% for the three months ended June 27, 2026, as compared to 1.8% for the three months ended June 28, 2025. Interest expense decreased from $5.4 million in the prior year quarter to $3.1 million in the current quarter primarily driven by lower average borrowings outstanding under the Company’s revolving credit facility, a lower weighted average interest rate for the revolving credit facility as compared to the prior year quarter, and the current quarter did not have any interest incurred for Term Loan A-1.

Previous wording

During the preceding fiscal years, 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-pandemic inventory levels to meet customer demand, and because of supply chain challenges and inflationary pressure in the steel industry which impacted can manufacturing operations. 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 those fiscal years and increased steel coil purchases to better position itself for subsequent years. The higher cost of steel coil raw materials translated into an elevated container cost and ultimately resulted in an increased cost per unit for the associated finished good product. Working capital was likewise unfavorably impacted as the Company experienced material cost increases implemented by suppliers affecting various other production inputs aside from steel. These economic conditions contributed to higher cash outflows and an increased cost per unit for the associated finished good product.

Current wording

During the preceding fiscal years, 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-pandemic inventory levels to meet customer demand, and because of supply chain challenges and inflationary pressure in the steel industry which impacted can manufacturing operations. 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 those fiscal years and increased steel coil purchases to better position itself for subsequent years. The higher cost of steel coil raw materials translated into an elevated container cost and ultimately resulted in an increased cost per unit for the associated finished good product. Working capital was likewise unfavorably impacted during the preceding fiscal years as the Company experienced material cost increases implemented by suppliers affecting various other production inputs aside from steel. These economic conditions contributed to higher cash outflows and an increased cost per unit for the associated finished good product.

Previous wording

During fiscal year 2025, the Company experienced an easing of working capital needs. However, adverse weather conditions during the planting and harvesting seasons had a notable impact, especially in the upper Midwest where the Company has its primary growing region. Challenging growing conditions and reduced crop yields resulted in a seasonal pack smaller than originally planned. This in turn resulted in a higher-cost seasonal pack on a per unit basis for fiscal year 2025; although, the overall cash requirements were favorable as compared to the preceding fiscal years.

Current wording

During fiscal year 2025, the Company experienced an easing of working capital needs. However, adverse weather conditions during the planting and harvesting seasons had a notable impact, especially in the upper Midwest where the Company has its primary growing region. Challenging growing conditions and reduced crop yields resulted in a seasonal pack smaller than originally planned. This in turn resulted in a higher-cost seasonal pack on a per unit basis for fiscal year 2025; although, the overall cash requirements showed improvement as compared to the preceding fiscal years.

Previous wording

The Company’s current fiscal year 2026 seasonal pack benefited from improved crop yields and less challenging growing conditions in certain regions, which contributed to an overall larger pack size as compared to the prior year. The Company’s plant locations ran more steadily during the harvesting and production process without as many weather-related interruptions experienced in fiscal year 2025. These factors have resulted in an overall lower-cost seasonal pack on a per unit basis for the current nine-month period. A strong cash position leading into fiscal year 2026 allowed the Company to minimize use of its revolving credit facility as compared to the prior year nine-month interim period.

Current wording

The Company’s fiscal year 2026 seasonal pack benefited from improved crop yields and less challenging growing conditions in certain regions, which contributed to an overall larger pack size as compared to the prior year. The Company’s plant locations ran more steadily during the harvesting and production process without as many weather-related interruptions experienced in fiscal year 2025. These factors resulted in an overall lower-cost seasonal pack on a per unit basis for fiscal year 2026.

Previous wording

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.

Current wording

A strong cash position leading into fiscal year 2027, coupled with continued positive cash flows provided by operating activities, allowed the Company to minimize use of its revolving credit facility during the three months ended June 27, 2026. Additionally, the Company utilized cash on hand to fund the $50.0 million voluntary pre-payment on Amended Term Loan A-2 as discussed in Note 6. 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.

Previous wording

Net Cash Provided by Operating Activities**:** For the nine months ended December 27, 2025, cash provided by operating activities was $114.2 million, which consisted of $7.0 million from changes in operating assets and liabilities, coupled with net earnings of $89.4 million and non-cash charges of $17.8 million. The non-cash charges were mainly comprised of $33.4 million of depreciation and amortization, a $6.6 million impact for deferred taxes, and $3.0 million of lease expense, partially offset by a $22.1 million LIFO credit. The change in operating assets and liabilities was largely impacted by working capital needs as the nine-month period covered the primary months of the Company’s seasonal pack. Cash utilized for inventories and accounts payable activity were the main drivers.

Current wording

Net Cash Provided by Operating Activities**:** For the three months ended June 27, 2026, cash provided by operating activities was $109.1 million, which consisted of $82.4 million from changes in operating assets and liabilities, coupled with net earnings of $19.5 million and partially offset by non-cash charges of $7.2 million. The non-cash charges were mainly comprised of $10.6 million of depreciation and amortization and $1.3 million of non-cash lease expense, offset by a $3.0 million LIFO credit and a $1.9 million increase in pension benefit. The change in operating assets and liabilities was mainly impacted by inventories being a use of cash as the early stages of the Company’s seasonal pack commenced during the quarter.

Previous wording

For the nine months ended December 28, 2024, cash provided by operating activities was $243.6 million, which consisted of $142.8 million from changes in operating assets and liabilities, coupled with net earnings of $40.6 million and non-cash charges of $60.2 million. The non-cash charges mainly comprised of $33.6 million of depreciation and amortization, $4.0 million of lease expense, and a $23.0 million LIFO charge. The change in operating assets and liabilities was impacted by working capital needs during the nine-month period which covered the primary seasonal pack months.

Current wording

For the three months ended June 28, 2025, cash provided by operating activities was $53.7 million, which consisted of $38.9 million from changes in operating assets and liabilities, coupled with net earnings of $14.9 million and partially offset by non-cash charges of $0.1 million. The non-cash charges were mainly comprised of $11.1 million of depreciation and amortization and $0.9 million of non-cash lease expense, largely offset by a $11.8 million LIFO credit. The change in operating assets and liabilities was mainly impacted by inventories being a use of cash as the early stages of the Company’s seasonal pack commenced during the quarter.

Previous wording

Net Cash Used in Investing Activities**:**Net cash used in investing activities was $26.5 million for the nine months ended December 27, 2025, and consisted of cash used for capital expenditures of $27.0 million, partially offset by proceeds from the sale of assets totaling $0.5 million.

Current wording

Net cash used in investing activities was $11.2 million for the three months ended June 28, 2025, and consisted of cash used for capital expenditures of $11.3 million, partially offset by proceeds from the sale of assets totaling $0.1 million.

Previous wording

Net Cash Used in Financing Activities**:** Net cash used in financing activities was $104.7 million for the nine months ended December 27, 2025, driven primarily by payments of $94.0 million on its term loans and finance obligation. This included full payment of $81.0 million for the Term Loan A-1 upon maturity during the current nine-month interim period. The Company also used cash of $7.6 million to purchase treasury stock and made payments of $3.0 million on finance leases. The Company utilized its revolving credit facility, although borrowings and repayments both equated to $97.3 million during the nine-month period, thereby resulting in no change to the ending balance as compared to the beginning of the fiscal year.

Current wording

Net Cash Used in Financing Activities**:** Net cash used in financing activities was $56.6 million for the three months ended June 27, 2026, driven primarily by payments of $54.4 million on its term loans and finance obligation. This included a $50.0 million pre-payment for Amended Term Loan A-2 during the current quarter. The Company also used cash of $1.4 million to purchase treasury stock and made payments of $0.8 million on finance leases. The Company utilized its revolving credit facility, although borrowings and repayments both equated to $0.6 million during the three month period, thereby resulting in no change to the ending balance as compared to the beginning of the fiscal year.

Previous wording

Net cash used in financing activities was $213.7 million for the nine months ended December 28, 2024, driven primarily by a net paydown on the Company’s revolving credit facility of $195.0 million. The Company also made payments totaling $14.9 million on its term loans and finance obligation during the prior nine-month interim period. Partially offsetting the outflows was a $12.4 million increase in note payable borrowings associated with the Company’s can manufacturing line which was converted to a finance obligation during the nine-month period. Additionally, the Company used cash of $10.8 million to purchase treasury stock and made payments of $3.8 million on finance leases.

Current wording

Net cash used in financing activities was $80.8 million for the three months ended June 28, 2025, driven primarily by payments of $85.4 million on its term loans and finance obligation. This included full payment of $81.0 million for the Term Loan A-1 upon maturity during the current quarter. The Company also used cash of $3.8 million to purchase treasury stock and made payments of $1.0 million on finance leases. Partially offsetting the cash outflows, the Company had net borrowings of $9.4 million on its revolving credit facility.

Previous wording

The Company’s production cycle begins with planting in the spring followed by harvesting and packaging during the second and third fiscal quarters with sales spanning over the following twelve months. 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 sweet 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 typically 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.

Current wording

The Company’s production cycle begins with planting in the spring followed by harvesting and packaging during the second and third fiscal quarters with sales spanning over the following twelve months. The last fiscal quarter ending March 31 is the optimal time for maintenance, repairs and equipment changes in the Company’s seasonal 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 sweet 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 typically reaching their lowest point in the fourth 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.

Previous wording

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 during the pack cycle, which typically occurs in the second and third quarters. Given the seasonal nature of the Company’s sales, the accounts receivable balance typically reaches its highest point at the end of the second fiscal quarter.

Current wording

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 certain finished goods to co-pack customers on a bill and hold basis during the pack cycle, which typically occurs in the second and third quarters. Given the seasonal nature of the Company’s sales, the accounts receivable balance typically reaches its highest point at the end of the second fiscal quarter.

Previous wording

A description of the Company's critical accounting estimates is contained in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025. There were no material changes to the Company's critical accounting policies or estimates during the nine months ended December 27, 2025.

Current wording

A description of the Company's critical accounting estimates is contained in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026. There were no material changes to the Company's critical accounting policies or estimates during the three months ended June 27, 2026.