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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 October 1, 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

 

Seneca Foods Corporation

(Exact name of Registrant as specified in its charter)

New York

16-0733425

     (State or other jurisdiction of         

  (I.R.S. Employer

incorporation or organization)

  Identification No.)

  
350 WillowBrook Office Park Fairport, New York14450
(Address of principal executive offices)(Zip code)

 

(585) 495-4100

(Registrant’s telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

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

  Name of Exchange on
Title of Each ClassTrading SymbolWhich Registered
Common Stock Class A, $0.25 ParSENEANASDAQ Global Select Market
Common Stock Class B, $0.25 ParSENEBNASDAQ Global Select Market

 

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 (§232.405 of this chapter) 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 checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act ☐

 

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

 

The number of shares outstanding of each of the registrant’s classes of common stock at the latest practical date are:

 

Class

Shares Outstanding at October 28, 2022

Common Stock Class A, $0.25 Par

5,878,899

Common Stock Class B, $0.25 Par

1,707,249

 

 

 

Seneca Foods Corporation

Quarterly Report on Form 10-Q

Table of Contents

 

PART I.  FINANCIAL INFORMATION

 
 

Item 1. Financial Statements

 
   

Condensed Consolidated Balance Sheets (Unaudited)

1

   

Condensed Consolidated Statements of Net Earnings (Unaudited)

2

   

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

2

   

Condensed Consolidated Statements of Cash Flows (Unaudited)

3

   

Condensed Consolidated Statements of Stockholders' Equity (Unaudited)

4

   

Notes to Condensed Consolidated Financial Statements

5

 

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

12

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

19

 

Item 4. Controls and Procedures

20

PART II. OTHER INFORMATION

 
 

Item 1. Legal Proceedings

21

 

Item 1A. Risk Factors

21

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

21

 

Item 3. Defaults Upon Senior Securities

21

 

Item 4. Mine Safety Disclosures

21

 

Item 5. Other Information

21

 

Item 6. Exhibits

22

SIGNATURES

23

 

 

 

SENECA FOODS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

 

  

Unaudited

  

Unaudited

     
  

October 1,
2022

  

October 2,
2021

  

March 31,
2022

 

Assets

            
             

Current assets:

            

Cash and cash equivalents

 $12,887  $11,260  $10,904 

Accounts receivable, net of allowance for credit losses of $66, $86, and $54, respectively

  162,517   135,338   119,169 

Assets held for sale

  4,604   7,427   5,979 

Inventories

  821,302   608,179   410,331 

Refundable income taxes

  -   15,558   3,866 

Other current assets

  3,542   5,505   5,193 

Total current assets

  1,004,852   783,267   555,442 

Property, plant and equipment, net

  283,729   260,165   268,043 

Right-of-use assets operating, net

  26,481   42,827   34,008 

Right-of-use assets financing, net

  34,838   37,301   34,867 

Pension assets

  51,048   62,482   52,866 

Other assets

  1,993   2,384   1,804 

Total assets

 $1,402,941  $1,188,426  $947,030 
             

Liabilities and Stockholders' Equity

            
             

Current liabilities:

            

Accounts payable

 $345,151  $268,908  $87,602 

Deferred revenue

  13,009   12,010   7,655 

Accrued vacation

  11,887   12,153   11,611 

Accrued payroll

  22,054   19,085   16,998 

Other accrued expenses

  31,051   31,890   23,269 

Income taxes payable

  213   -   - 

Current portion of long-term debt and lease obligations

  22,063   28,110   26,020 

Total current liabilities

  445,428   372,156   173,155 

Long-term debt, less current portion

  316,345   142,779   109,624 

Operating lease obligations, less current portion

  16,508   26,953   22,533 

Financing lease obligations, less current portion

  18,499   23,509   19,942 

Deferred income tax liability, net

  33,887   30,512   32,944 

Other long-term liabilities

  4,060   6,178   4,995 

Total liabilities

  834,727   602,087   363,193 

Commitments and contingencies

               

Stockholders' equity:

            

Preferred stock

  612   662   644 

Common stock, $0.25 par value per share

  3,043   3,041   3,041 

Additional paid-in capital

  98,818   98,558   98,641 

Treasury stock, at cost

  (165,871)  (108,507)  (128,879)

Accumulated other comprehensive loss

  (26,468)  (19,067)  (26,468)

Retained earnings

  658,080   611,652   636,858 

Total stockholders' equity

  568,214   586,339   583,837 

Total liabilities and stockholders’ equity

 $1,402,941  $1,188,426  $947,030 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 

 

 

SENECA FOODS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF NET EARNINGS

(In thousands, except per share data)

(Unaudited)

 

   

Three Months Ended

   

Six Months Ended

 
   

October 1,
2022

   

October 2,
2021

   

October 1,
2022

   

October 2,
2021

 

Net sales

  $ 439,842     $ 372,256     $ 705,035     $ 607,298  
                                 

Costs and expenses:

                               

Cost of product sold

    398,063       329,528       640,413       530,947  

Selling, general and administrative

    20,480       19,136       38,722       36,410  

Other operating (income) loss, net

    (537 )     1,773       (2,532 )     395  

Total costs and expenses

    418,006       350,437       676,603       567,752  

Operating income

    21,836       21,819       28,432       39,546  

Other income and expenses:

                               

Loss from equity investment

    -       7,619       -       7,775  

Other non-operating income

    (1,527 )     (2,375 )     (3,053 )     (4,751 )

Interest expense, net

    2,370       1,336       3,760       2,678  

Earnings before income taxes

    20,993       15,239       27,725       33,844  

Income taxes

    4,862       3,585       6,491       8,054  

Net earnings

  $ 16,131     $ 11,654     $ 21,234     $ 25,790  
                                 

Earnings per share:

                               

Basic

  $ 2.05     $ 1.32     $ 2.64     $ 2.88  

Diluted

  $ 2.03     $ 1.31     $ 2.62     $ 2.86  
                                 

Weighted average common shares outstanding:

                               

Basic

    7,836       8,810       7,995       8,917  

Diluted

    7,906       8,880       8,065       8,987  

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 

SENECA FOODS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

 

   

Three Months Ended

   

Six Months Ended

 
   

October 1,
2022

   

October 2,
2021

   

October 1,
2022

   

October 2,
2021

 
                                 

Comprehensive income:

                               

Net earnings

  $ 16,131     $ 11,654     $ 21,234     $ 25,790  

Total

  $ 16,131     $ 11,654     $ 21,234     $ 25,790  

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 

 

SENECA FOODS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

   

Six Months Ended

 
   

October 1,
2022

   

October 2,
2021

 

Cash flows from operating activities:

               

Net earnings

  $ 21,234     $ 25,790  

Adjustments to reconcile net earnings to net cash from operating activities:

               

Depreciation & amortization

    19,844       17,691  

Gain on the sale of assets

    (2,167 )     (1,911 )

Loss from equity investment

    -       7,775  

Deferred income taxes

    943       2,206  

Changes in operating assets and liabilities:

               

Accounts receivable

    (42,848 )     (42,861 )

Inventories

    (410,971 )     (265,035 )

Other current assets

    1,651       (1,800 )

Income taxes

    4,079       (7,173 )

Accounts payable, accrued expenses and other

    274,614       215,351  

Net cash used by operating activities

    (133,621 )     (49,967 )

Cash flows from investing activities:

               

Additions to property, plant and equipment

    (33,871 )     (28,234 )

Proceeds from the sale of assets

    4,045       4,649  

Net cash used by investing activities

    (29,826 )     (23,585 )

Cash flows from financing activities:

               

Long-term borrowing

    499,956       116,008  

Payments on long-term debt

    (293,235 )     (67,314 )

Other assets

    -       (2,639 )

Payments on financing leases

    (4,287 )     (3,759 )

Purchase of treasury stock

    (36,992 )     (17,309 )

Dividends

    (12 )     (12 )

Net cash provided by financing activities

    165,430       24,975  
                 

Net increase (decrease) in cash and cash equivalents

    1,983       (48,577 )

Cash and cash equivalents, beginning of the period

    10,904       59,837  

Cash and cash equivalents, end of the period

  $ 12,887     $ 11,260  
                 

Supplemental disclosures of cash flow information:

               

Noncash transactions:

               

Right-of-use assets obtained in exchange for lease obligations

  $ 5,166     $ 19,972  

Right-of-use assets derecognized upon early lease termination

  $ 2,564     $ 1,206  

Property, plant and equipment purchased on account

  $ 517     $ 1,523  

Sale of property, plant and equipment in exchange for note receivable

  $ 750     $ -  

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 

 

SENECA FOODS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

(Unaudited)

 

                  

Accumulated

     
          

Additional

      

Other

     
  

Preferred

  

Common

  

Paid-In

  

Treasury

  

Comprehensive

  

Retained

 
  

Stock

  

Stock

  

Capital

  

Stock

  

Loss

  

Earnings

 

First Quarter FY 2023:

                        

Balances, March 31, 2022

 $644  $3,041  $98,641  $(128,879) $(26,468) $636,858 

Net earnings

  -   -   -   -   -   5,103 

Cash dividends declared on preferred stock

  -   -   -   -   -   (12)

Issue stock for bonus program

  -   1   76   -   -   - 

Equity incentive program

  -   -   33   -   -   - 

Purchase treasury stock

  -   -   -   (15,923)  -   - 

Balances, July 2, 2022.

 $644  $3,042  $98,750  $(144,802) $(26,468) $641,949 

Second Quarter FY 2023:

                        

Net earnings

  -   -   -   -   -   16,131 

Equity incentive program

  -   -   37   -   -   - 

Preferred stock conversion

  (32)  1   31   -   -   - 

Purchase treasury stock

  -   -   -   (21,069)  -   - 

Balances, October 1, 2022

 $612  $3,043  $98,818  $(165,871) $(26,468) $658,080 
                         

First Quarter FY 2022:

                        

Balances, March 31, 2021

 $663  $3,041  $98,502  $(91,198) $(19,067) $585,874 

Net earnings

  -   -   -   -   -   14,136 

Cash dividends declared on preferred stock

  -   -   -   -   -   (12)

Equity incentive program

  -   -   25   -   -   - 

Purchase treasury stock

  -   -   -   (4,552)  -   - 

Balances, July 3, 2021

 $663  $3,041  $98,527  $(95,750) $(19,067) $599,998 

Second Quarter FY 2022:

                        

Net earnings

  -   -   -   -   -   11,654 

Equity incentive program

  -   -   30   -   -   - 

Preferred stock conversion

  (1)  -   1   -   -   - 

Purchase treasury stock

  -   -   -   (12,757)  -   - 

Balances, October 2, 2021

 $662  $3,041  $98,558  $(108,507) $(19,067) $611,652 

 

  

6% Voting

  

10% Voting

             
  

Cumulative

  

Cumulative

  

Participating

  

Class A

  

Class B

 
  

Callable

  

Convertible

  

Convertible

  

Common

  

Common

 
  

Par $0.25

  

Par $0.025

  

Par $0.025

  

Par $0.25

  

Par $0.25

 
                     

Shares authorized and designated:

                    

October 1, 2022

  200,000   1,400,000   30,180   20,000,000   10,000,000 

Shares outstanding:

                    

October 1, 2022

  200,000   807,240   30,180   5,943,496   1,707,249 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 

SENECA FOODS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

1.

Basis of Preparation and Presentation

 

Seneca Foods Corporation (the “Company”) is a leading provider of packaged fruits and vegetables with 26 facilities in eight states in support of its operations. The Company’s principal products include canned vegetables, frozen vegetables, jarred fruit, and other food products. The products are sold nationwide by major grocery outlets, including supermarkets, mass merchandisers, limited assortment stores, club stores and dollar stores. Additionally, products are sold to food service distributors, restaurant chains, industrial markets, other food packagers, export customers in 80 countries, and federal, state and local governments for school and other feeding programs.

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial statements. While these statements reflect all adjustments (consisting of items of a normal recurring nature) that are, in the opinion of management, necessary for a fair presentation of the results of the interim period, they do not include all of the information and footnotes required by United States generally accepted accounting principles (“U.S. GAAP”) for complete financial statement presentation. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements should be read in conjunction with the financial statement disclosures in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022.

 

Due to the seasonal nature of the business, quarterly operating results and cash flows are not necessarily indicative of the results that may be expected for other interim periods or the full year. All references to years are fiscal years ended or ending March 31 unless otherwise indicated. Certain percentage tables may not foot due to rounding. Certain previously reported amounts have been reclassified to conform to the current period classification.

 

The preparation of financial statements in accordance with U.S. GAAP requires management to make certain estimates and assumptions. Such estimates and assumptions affect the reported amounts of assets and liabilities as well as disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates.

 

The Company uses the same accounting policies in preparing quarterly and annual financial statements. A summary of significant accounting policies followed by the Company are set forth in Note 1 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022.

 

New Accounting Pronouncements and Policies

 

Effective April 1, 2022, the Company adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which was subsequently amended in November 2018 through ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments Credit Losses (“ASU 2016-13”). The amended guidance requires entities to estimate lifetime expected credit losses for trade and other receivables, including those that are current with respect to payment terms, along with other financial instruments which may result in earlier recognition of credit losses. The Company evaluated its existing methodology for estimating an allowance for doubtful accounts and the risk profile of its receivables portfolio and developed a model that includes the qualitative and forecasting aspects of the “expected loss” model under the amended guidance. In determining the Company’s reserve for credit losses, receivables are assigned an expected loss based on historical information adjusted for forward-looking economic factors. The adoption of ASU 2016-13 did not have a material impact to the Company’s condensed consolidated financial statements.

 

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). ASU 2020-04 provides an optional expedient and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The optional guidance can be applied from March 12, 2020 through December 31, 2022. ASU 2020-04 eases the potential accounting burden associated with the expected discontinuance of the London Interbank Offered Rate (LIBOR) and other interbank offered rates, which are being replaced by alternative reference rates such as the Secured Overnight Financing Rate (SOFR). The interest rates associated with the Company’s previous borrowings under its senior revolving credit facility (as defined in Note 7, “Long-term Debt”) were tied to LIBOR. Subsequent to the amendment of the senior revolving credit facility agreement on September 14, 2022, the Company’s borrowings are tied to SOFR plus a spread adjustment (see Note 7, “Long-term Debt”). The adoption of ASU 2020-04 as a result of this amendment did not have a material impact on the Company’s unaudited condensed consolidated financial statements.

 

 

 

SENECA FOODS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

2.

Revenue Recognition

 

Revenue recognition is completed for most customers at a point in time when product control is transferred to the customer. In general, control transfers to the customer when the product is shipped or delivered to the customer based upon applicable shipping terms, as the customer can direct the use and obtain substantially all of the remaining benefits from the asset at this point in time. The Company does sell certain finished goods inventory for cash on a bill and hold basis. The terms of the bill and hold agreement provide that title to the specified inventory is transferred to the customer prior to shipment and the Company has the right to payment (prior to physical delivery) which results in recorded revenue as determined under the revenue recognition standard.

 

In the following table, revenue is disaggregated by product category groups (in thousands):

 

  

Three Months Ended

  

Six months Ended

 
  

October 1,

  

October 2,

  

October 1,

  

October 2,

 
  

2022

  

2021

  

2022

  

2021

 

Canned vegetables

 $364,749  $299,588  $583,084  $487,532 

Frozen vegetables

  40,095   40,850   59,806   63,434 

Fruit products

  23,971   22,286   42,303   38,159 

Snack products

  3,695   3,685   6,675   7,097 

Other

  7,332   5,847   13,167   11,076 
Net sales $439,842  $372,256  $705,035  $607,298 

 

As a result of certain contracts with customers, the Company has contract asset balances of $0.5 million, $0.7 million, and $0.9 million as of October 1, 2022, October 2, 2021, and March 31, 2022 respectively, which are included in other current assets on the condensed consolidated balance sheets.

 

 

3.

Earnings per Common Share

 

Earnings per share for the three months ended October 1, 2022 and October 2, 2021 are as follows (in thousands, except per share amounts):

 

  

Three Months Ended

  

Six Months Ended

 
  

October 1,

  

October 2,

  

October 1,

  

October 2,

 
  

2022

  

2021

  

2022

  

2021

 

Basic

                

Net earnings

 $16,131  $11,654  $21,234  $25,790 

Deduct preferred stock dividends paid

  6   6   12   12 

Undistributed net earnings

  16,125   11,648   21,222   25,778 

Earnings attributable to participating preferred

  65   45   85   99 

Earnings attributable to common shareholders

 $16,060  $11,603  $21,137  $25,679 
                 

Weighted average common shares outstanding

  7,836   8,810   7,995   8,917 
                 

Basic earnings per common share

 $2.05  $1.32  $2.64  $2.88 
                 

Diluted

                

Earnings attributable to common shareholders

 $16,060  $11,603  $21,137  $25,679 

Add dividends on convertible preferred stock

  5   5   10   10 

Earnings attributable to common stock on a diluted basis

 $16,065  $11,608  $21,147  $25,689 

Weighted average common shares outstanding-basic

  7,836   8,810   7,995   8,917 

Additional shares issued related to the equity compensation plan

  3   3   3   3 

Additional shares to be issued under full conversion of preferred stock

  67   67   67   67 

Total shares for diluted

  7,906   8,880   8,065   8,987 
                 

Diluted earnings per common share

 $2.03  $1.31  $2.62  $2.86 

 

6

 
 

SENECA FOODS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

4.

Inventories

 

The Company uses the last-in, first-out (“LIFO”) method of valuing inventory. 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. Accordingly, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels, production pack yields, sales and the expected rate of inflation or deflation for the year. The interim LIFO calculations are subject to adjustment in the final year-end LIFO inventory valuation.

 

As of October 1, 2022, October 2, 2021, and March 31, 2022, first-in, first-out (“FIFO”) based inventory costs exceeded LIFO based inventory costs, resulting in a LIFO reserve of $212.9 million, $140.3 million, and $164.5 million, respectively. In order to state inventories at LIFO, the Company recorded an increase to cost of products sold of $29.2 million and $8.8 million for the three months ended October 1, 2022 and October 2, 2021, respectively, and an increase to cost of products sold of $48.4 million and $11.6 million for the six months ended October 1, 2022 and October 1, 2021, respectively.

 

The following table shows inventory by category and the related LIFO reserve (in thousands):

 

      

As of:

     
  

October 1,

  

October 2,

  

March 31,

 
  

2022

  

2021

  

2022

 

Finished products

 $805,500  $629,503   385,681 

In process

  47,050   17,810   23,652 

Raw materials and supplies

  181,680   101,177   165,491 
   1,034,230   748,490   574,824 

Less excess of FIFO cost over LIFO cost

  212,928   140,311   164,493 

Inventories

 $821,302  $608,179  $410,331 

 

 

5.

Property, Plant and Equipment

 

Property, plant and equipment is comprised of the following (in thousands):

 

      

As of:

     
  

October 1,

  

October 2,

  

March 31,

 
  

2022

  

2021

  

2022

 
             

Land and land improvements

 $43,686  $42,798  $42,981 

Buildings and improvements

  204,767   192,913   202,444 

Machinery and equipment

  421,015   385,219   403,192 

Office furniture, vehicles and computer software

  10,326   10,018   10,003 

Construction in progress

  40,688   37,257   29,976 

Property, plant and equipment, cost

  720,482   668,205   688,596 

Less: accumulated depreciation

  (436,753)  (408,040)  (420,553)

Property, plant and equipment, net

 $283,729  $260,165  $268,043 

 

Depreciation expense totaled $8.3 million and $7.5 million for the three months ended October 1, 2022 and October 2, 2021, respectively. For the six months ended October 1, 2022 and October 2, 2021, depreciation expense totaled $16.4 million and $14.7 million, respectively.

 

7

 
 

SENECA FOODS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

6.

Assets Held For Sale

 

The Company classifies its assets as held for sale at the time management commits to a plan to sell the asset, the asset is actively marketed and available for immediate sale, and the sale is expected to be completed within one year. Due to market conditions, certain assets may be classified as held for sale for more than one year as the Company continues to actively market the assets. The Company has non-operating facilities and equipment that meet the criteria to be classified as held for sale and are recorded at the lower of carrying value or fair value less costs to sell. The following table presents information related to the major classes of assets that were classified as held for sale in the condensed consolidated balance sheets (in thousands):

 

      

As of:

     
  

October 1,

  

October 2,

  

March 31,

 
  

2022

  

2021

  

2022

 

Property, plant and equipment, net

 $4,604  $7,427  $5,979 

Current assets held for sale

 $4,604  $7,427  $5,979 

 

 

7.

Long-Term Debt

 

Long-term debt is comprised of the following (in thousands):

 

      

As of

     
  

October 1,

  

October 2,

  

March 31,

 
  

2022

  

2021

  

2022

 

Revolving credit facility

 $229,213  $51,679  $20,508 

Term loan

  90,916   94,884   92,900 

Other

  216   216   216 

Total long-term debt

  320,345   146,779   113,624 

Less current portion

  4,000   4,000   4,000 

Long-term debt, less current portion

 $316,345  $142,779  $109,624 

 

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”). Maximum borrowings under the Revolver total $300.0 million from April through July and $400.0 million from August through March. The Revolver balance is included in Long-Term Debt in the accompanying condensed consolidated balance sheet due to the Revolver’s March 24, 2026 maturity. In order to maintain availability of funds under the facility, the Company pays a commitment fee on the unused portion of the Revolver. 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 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 can vary from a few days to seven months. Accordingly, the Company’s need to draw on the Revolver may fluctuate significantly throughout the year.

 

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

 

 

SENECA FOODS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

The following table illustrates certain quantitative data for Revolver borrowings during fiscal year 2023 and fiscal year 2022 (in thousands):

 

  

As of:

 
  

October 1,

  

October 2,

  

March 31,

 
  

2022

  

2021

  

2022

 

Outstanding borrowings

 $229,213  $51,679  $20,508 

Weighted average interest rate

  4.16%  1.33%  1.71%

 

  

Three Months Ended:

  

Six Months Ended:

 
  

October 1,

  

October 2,

  

October 1,

  

October 2,

 
  

2022

  

2021

  

2022

  

2021

 

Maximum amount of borrowings

 $229,213  $51,679  $229,213  $51,679 

Average outstanding borrowings

 $128,650  $11,206  $77,277  $5,989 

Weighted average interest rate

  3.66%  1.29%  3.42%  1.34%

 

Term Loan

 

On May 28, 2020 the Company entered into an Amended and Restated Loan and Guaranty Agreement that provides for a $100.0 million unsecured term loan (the “Term Loan”), maturing on June 1, 2025. The amended and restated agreement converted the Term Loan to a fixed interest rate of 3.30% 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. The Company incurred financing costs totaling $0.2 million, which have been classified as a discount to the debt. This agreement contains certain covenants, including maintaining a minimum EBITDA and minimum tangible net worth.

 

 

8.

Leases

 

The Company determines whether an arrangement is a lease at inception of the agreement. Presently, the Company leases land, machinery and equipment under various operating and financing leases.

 

Right-of-Use, or ROU, assets represent the Company’s right to use the underlying assets for the lease term, and lease obligations represent the net present value of the Company’s obligation to make payments arising from these leases. ROU assets and lease obligations are recognized at commencement date based on the present value of lease payments over the lease term using the implicit lease interest rate or, when unknown, an incremental borrowing rate based on the information available at commencement date or April 1, 2019 for leases that commenced prior to that date.

 

Lease terms may include options to extend or terminate the lease, and the impact of these options are included in the calculation of the ROU asset and lease obligation only when the exercise of the option is at the Company’s sole discretion and it is reasonably certain that the Company will exercise that option. The Company will not separate lease and non-lease components for its leases when it is impractical to separate the two. In addition, the Company may have certain leases that have variable payments based solely on output or usage of the leased asset. These variable operating lease assets are excluded from the Company’s balance sheet presentation and expensed as incurred. Leases with an initial term of 12 months or less, or short-term leases, are not recorded on the accompanying condensed consolidated balance sheets

 

 

SENECA FOODS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

ROU assets and lease obligations for the Company’s operating and financing leases are disclosed separately in the Company’s condensed consolidated balance sheets. The components of lease cost were as follows (in thousands):

 

  

Three Months Ended

  

Six Months Ended

 
  

October 1,

  

October 2,

  

October 1,

  

October 2,

 
  

2022

  

2021

  

2022

  

2021

 

Lease cost:

                

Amortization of right of use asset

 $1,668  $1,546  $3,257  $2,841 

Interest on lease liabilities

  242   279   481   536 

Finance lease cost

  1,910   1,825   3,738   3,377 

Operating lease cost

  3,657   4,960   7,884   9,960 

Total lease cost

 $5,567  $6,785  $11,622  $13,337 
                 

Cash paid for amounts included in the measurement of lease liabilities

                

Operating cash flows from finance leases

         $481  $536 

Operating cash flows from operating leases

          10,404   12,248 

Financing cash flows from finance leases

          4,287   3,759 
          $15,172  $16,543 
                 

Right-of-use assets obtained in exchange for new finance lease liabilities

         $3,298  $9,531 

Right-of-use assets obtained in exchange for new operating lease liabilities

         $1,868  $10,441 

Weighted-average lease term (years):

                

Financing leases

          4.6   4.8 

Operating leases

          4.5   4.2 

Weighted-average discount rate:

                

Financing leases

          3.5%  3.4%

Operating leases

          4.2%  4.2%

 

Undiscounted future lease payments under non-cancelable operating and financing leases, along with a reconciliation of undiscounted cash flows to operating and financing lease obligations, respectively, as of October 1, 2022 were as follows (in thousands):

 

Years ending March 31:

  

Operating

  

Financing

 

Balance of 2023

  $3,271  $4,873 

2024

   8,914   8,265 

2025

   5,521   4,931 

2026

   3,029   3,844 

2027

   2,517   2,786 
2028-2033   5,059   4,949 

Total minimum payment required

  $28,311  $29,648 

Less interest

   2,548   2,341 

Present value of minimum lease payments

   25,763   27,307 

Amount due within one year

   9,255   8,808 

Long-term lease obligations

  $16,508  $18,499 

 

 

9.

Income Taxes

 

The Company’s effective tax rate was 23.4% and 23.8% for the six months ended October 1, 2022 and October 2, 2021 respectively. The effective tax rate decreased in the current six-month interim period primarily due to the impact of federal credits, which decreased the effective rate by 0.8%. The overall rate decrease was partially offset by increases in permanent differences of 0.2% and state tax rates of 0.1% as compared to the prior year six-month interim period.

 

10

 
 

SENECA FOODS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

10.

Retirement Plans

 

The net periodic benefit cost for the Company’s pension plan consisted of (in thousands):

 

  

Three Months Ended

  

Six Months Ended

 
  

October 1,

  

October 2,

  

October 1,

  

October 2,

 
  

2022

  

2021

  

2022

  

2021

 

Service cost including administration

 $2,435  $2,560  $4,870  $5,121 

Interest cost

  2,374   1,878   4,748   3,756 

Expected return on plan assets

  (4,025)  (4,276)  (8,051)  (8,553)

Amortization of prior service cost

  23   23   46   46 

Amortization of net loss

  102   -   205   - 

Net periodic benefit cost

 $909  $185  $1,818  $370 

 

There were no pension contributions made during the six months ended October 1, 2022 and October 2, 2021.

 

 

11.

Stockholders Equity

 

During the six month period ended October 1, 2022, the Company repurchased 689,926 shares of its Class A Common Stock at a cost of $37.0 million, which are included in Treasury Stock. During the six month period ended October 2, 2021, the Company repurchased 342,472 shares of its Class A Common Stock at a cost of $17.3 million. The Company did not repurchase any of its Class B Common Stock in either six month interim period. As of October 1, 2022, there are 4,529,274 shares or $165.9 million of repurchased stock being held as Treasury Stock. These shares are not considered outstanding.

 

 

12.

Fair Value of Financial Instruments

 

On a quarterly basis, the Company estimates the fair values for financial instruments that are recorded at carrying value on the consolidated condensed balance sheets. The estimated fair value for long-term debt (classified as Level 2 in the fair value hierarchy) is determined by the quoted market prices for similar debt (comparable to the Company’s financial strength) or current rates offered to the Company for debt with the same maturities. The fair value and carrying value of the Company’s long-term debt are as follows (in thousands):

 

      

As of:

     
  

October 1,

  

October 2,

  

March 31,

 
  

2022

  

2021

  

2022

 

Carrying value

 $320,345  $146,779  $113,624 

Estimated fair value

 $312,336  $146,387  $108,608 

 

 

13.

Other Operating Income and Expense

 

The Company had net other operating income of $0.5 million during the three months ended October 1, 2022, which was driven primarily by a true-up of the supplemental early retirement plan accrual partially offset by a loss on the sale of various fixed assets. During the three months ended October 2, 2021, the Company had net other operating expense of $1.8 million, driven mostly by a charge for a supplemental retirement plan partially offset by a gain on the sale of a facility and various other fixed assets.

 

During the six months ended October 1, 2022, the Company had net other operating income of $2.5 million, which was driven primarily by a gain on the sale of the Company’s western trucking fleet amongst other fixed assets and a true-up of the supplemental early retirement plan accrual. During the six months ended October 2, 2021, the Company had net other operating expense of $0.4 million, driven mostly by a charge for a supplemental early retirement plan offset by a gain on the sale of an aircraft.

 

11

 
 

ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OPERATIONS

 

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®, Aunt Nellie’s®, Cherryman®, Green Valley® and READ®. Canned fruits and vegetables 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 over 80 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.

 

Business Trends

 

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, the COVID-19 pandemic, the war in Ukraine, supply chain disruptions (including raw material shortages) and labor shortages. While we have no direct exposure to Russia and Ukraine, we have experienced increased costs for transportation, energy and raw materials due in part to the negative impact of the Russia-Ukraine conflict 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.

 

There still remains uncertainty around the COVID-19 pandemic. The ultimate impact depends on the severity and duration of the pandemic, including the emergence and spread of new COVID-19 variants and resurgences, the continued availability and effectiveness of vaccines and actions taken by government authorities and other third parties in response to the pandemic. We will continue to evaluate the extent to which the COVID-19 pandemic will impact our business, results of operations and financial condition.

 

Results of Operations

 

Net Sales:

 

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

 

   

Three Months Ended

   

Six Months Ended

 
   

October 1,

   

October 2,

   

October 1,

   

October 2,

 
   

2022

   

2021

   

2022

   

2021

 

Canned vegetables

  $ 364,749     $ 299,588     $ 583,084     $ 487,532  

Frozen vegetables

    40,095       40,850       59,806       63,434  

Fruit products

    23,971       22,286       42,303       38,159  

Snack products

    3,695       3,685       6,675       7,097  

Other

    7,332       5,847       13,167       11,076  
Net sales   $ 439,842     $ 372,256     $ 705,035     $ 607,298  

 

Three Months Ended October 1, 2022 and October 2, 2021

 

Net sales totaled $439.8 million for the three months ended October 1, 2022 as compared with $372.3 million for the three months ended October 2, 2021. The overall net sales increase of $67.5 million, or 18.2%, was predominantly due to higher selling prices as total sales volume remained relatively flat year over year.

 

Canned vegetables were the main driver of the overall increase in net sales, increasing by $65.2 million over the prior year quarter due to higher pricing necessitated by the material cost increases that the Company is experiencing. Fruit products also increased over the prior year quarter by $1.7 million due to higher pricing that was partially offset by lower sales volume. These increases to net sales were partially offset by a decrease of $0.8 million in frozen vegetables resulting from lower sales volumes as compared to the prior year quarter.

 

 

ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OPERATIONS

 

Six Months Ended October 1, 2022 and October 2, 2021

 

Net sales amounted to $705.0 million for the six months ended October 1, 2022 as compared with $607.3 million for the six months ended October 1, 2021. The overall net sales increase of $97.7 million, or 16.1%, was due to higher selling prices and increased sales volumes, generating a favorable impact of $88.6 million and $9.1 million to net sales, respectively, as compared to the prior year six-month interim period.

 

Canned vegetables increased $95.6 million over the prior year six-month interim period due to higher selling pricing necessitated by the material cost increases that the Company is experiencing in addition to increased sales volumes. Pricing represented $73.3 million of the net sales increase within the canned vegetable category while higher sales volumes contributed the remaining $22.3 million of the net sales increase. Fruit products also increased over the prior year six-month interim period by $4.1 million, primarily due to higher pricing. These increases were partially offset by a decrease of $3.6 million in frozen vegetables resulting primarily from lower sales volumes as compared to the prior year six-month interim period.

 

Operating and Non-Operating Income:

The following table presents components of operating and non-operating income as a percentage of net sales:

 

   

Three Months Ended

   

Six Months Ended

 
   

October 1,

   

October 2,

   

October 1,

   

October 2,

 
   

2022

   

2021

   

2022

   

2021

 

Gross margin

    9.5 %     11.5 %     9.2 %     12.6 %

Selling, general, and administative expense

    4.7 %     5.1 %     5.5 %     6.0 %

Other operating (income) expense, net

    (0.1 %)     0.5 %     (0.4 %)     0.1 %

Operating income

    5.0 %     5.9 %     4.0 %     6.5 %

Loss from equity investment

    0.0 %     2.0 %     0.0 %     1.3 %

Other non-operating income

    0.3 %     0.6 %     0.4 %     0.8 %

Interest expense, net

    0.5 %     0.4 %     0.5 %     0.4 %

 

Three Months Ended October 1, 2022 and October 2, 2021

 

Gross margin: Gross margin for the three months ended October 1, 2022 was 9.5% as compared with 11.5% for the three months ended October 2, 2021. The decrease in gross margin for the three months ended October 1, 2022 was due primarily to a larger LIFO charge in fiscal year 2023. The Company’s LIFO charge for the three months ended October 1, 2022 was $29.2 million as compared to a charge of $8.8 million for the three months ended October 2, 2021. The increase in the LIFO reserve over the three months ended October 1, 2022 reflects the projected impact of expected cost increases throughout fiscal year 2023.

 

Selling, General, and Administrative: Selling, general, and administrative costs as a percentage of net sales for the three months ended October 1, 2022 were 4.7% as compared with 5.1% for the prior year quarter. The decrease in selling, general, and administrative costs as a percentage of net sales was due to the increase in net sales and the fixed nature of certain expenses.

 

Other Operating (Income) Expense, net: The Company had net other operating income of $0.5 million during the three months ended October 1, 2022, which was driven primarily by a true-up of the supplemental early retirement plan accrual partially offset by a loss on the sale of various fixed assets. During the three months ended October 2, 2021, the Company had net other operating expense of $1.8 million, driven mostly by a charge for a supplemental retirement plan partially offset by a gain on the sale of a facility and various other fixed assets.

 

Loss from Equity Investment: The Company’s equity investment was written down to $0 in fiscal year 2022 as a result of an other-than-temporary impairment charge as the investment was determined to not be recoverable.

 

Other Non-Operating Income: Other non-operating income totaled $1.5 million and $2.4 million for the three months ended October 1, 2022 and October 2, 2021, respectively, and is comprised of the non-service related pension amounts that are actuarially determined.

 

Interest Expense: Interest expense as a percentage of net sales was 0.5% for the three months ended October 1, 2022 as compared to 0.4% for the three months ended October 2, 2021. Interest expense increased from $1.3 million in the prior year quarter to $2.4 million for the current quarter as a result of higher interest rates and increased average borrowing levels, however remained relatively flat as a percentage of net sales given the increased sales for the current quarter.

 

 

ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OPERATIONS

 

Six Months Ended October 1, 2022 and October 2, 2021

 

Gross margin: Gross margin for the six months ended October 1, 2022 was 9.2% as compared with 12.6% for the six months ended October 2, 2021. The decrease in gross margin for the six months ended October 1, 2022 was due primarily to a larger LIFO charge in fiscal year 2023. The Company’s LIFO charge for the six months ended October 1, 2022 was $48.4 million as compared to a charge of $11.6 million for the six months ended October 2, 2021. The increase in the LIFO reserve over the six months ended October 1, 2022 reflects the projected impact of expected cost increases throughout fiscal year 2023.

 

Selling, General, and Administrative: Selling, general, and administrative costs as a percentage of net sales for the six months ended October 1, 2022 were 5.5% as compared with 6.0% for comparable prior year six-month interim period. The decrease in selling, general, and administrative costs as a percentage of net sales was due to the increase in net sales and the fixed nature of certain expenses.

 

Other Operating (Income) Expense, net: During the six months ended October 1, 2022, the Company had net other operating income of $2.5 million, which was driven primarily by a gain on the sale of the Company’s western trucking fleet amongst other fixed assets and a true-up of the supplemental early retirement plan accrual. During the six months ended October 2, 2021, the Company had net other operating expense of $0.4 million, driven mostly by a charge for a supplemental early retirement plan offset by a gain on the sale of an aircraft.

 

Loss from Equity Investment: The Company’s equity investment was written down to $0 in fiscal year 2022 as a result of an other-than-temporary impairment charge as the investment was determined to not be recoverable.

 

Other Non-Operating Income: Other non-operating income totaled $3.1 million and $4.8 million for the six months ended October 1, 2022 and October 2, 2021, respectively, and is comprised of the non-service related pension amounts that are actuarially determined.

 

Interest Expense: Interest expense as a percentage of net sales was 0.5% for the six months ended October 1, 2022 as compared to 0.4% for the six months ended October 2, 2021. Interest expense increased from $2.7 million in the prior year six-month interim period to $3.8 million for the six months ended October 1, 2022 as a result of higher interest rates and increased average borrowing levels, however remained relatively flat as a percentage of net sales given the increased sales through the first six months of fiscal year 2023.

 

Income Taxes:

 

The Company’s effective tax rate was 23.4% and 23.8% for the six months ended October 1, 2022 and October 2, 2021 respectively. The effective tax rate decreased in the current six-month interim period primarily due to the impact of federal credits, which decreased the effective rate by 0.8%. The overall rate decrease was partially offset by increases in permanent differences of 0.2% and state tax rates of 0.1% as compared to the prior year six-month interim period.

 

Earnings per Share:

 

A summary of the Company’s earnings per common share is as follows:

 

   

Three Months Ended

   

Six Months Ended

 
   

October 1,

   

October 2,

   

October 1,

   

October 2,

 
   

2022

   

2021

   

2022

   

2021

 

Basic earnings per common share

  $ 2.05     $ 1.32     $ 2.64     $ 2.88  

Diluted earnings per common share:

  $ 2.03     $ 1.31     $ 2.62     $ 2.86  

 

For details of the calculation of these amounts, refer to footnote 3 of the Notes to condensed consolidated financial statements.

 

 

ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OPERATIONS

 

Liquidity and Capital Resources

 

The financial condition of the Company is summarized in the following table and explanatory review (dollar amounts in thousands, except per share data):

 

   

October 1,

   

October 2,

   

March 31,

   

March 31,

 
   

2022

   

2021

   

2022

   

2021

 

Working capital:

                               

Balance

  $ 559,424     $ 411,111     $ 382,287     $ 358,169  

Change in quarter

  $ 141,526     $ 52,858                  

Current portion of long-term debt

  $ 4,000     $ 4,000     $ 4,000     $ 4,500  

Long-term debt, less current portion

  $ 316,345     $ 142,779     $ 109,624     $ 94,085  

Operating lease obligations, less current portion

  $ 16,508     $ 26,953     $ 22,533     $ 27,769  

Financing lease obligations, less current portion

  $ 18,499     $ 23,509     $ 19,942     $ 19,232  

Total stockholders' equity per equivalent common share (1)

  $ 73.33     $ 66.46     $ 69.23     $ 63.05  

Stockholders' equity per common share

  $ 74.19     $ 67.16     $ 69.98     $ 63.68  

Current ratio

    2.26       2.10       3.21       3.27  

 

Note: Equivalent common shares are either common shares or, for convertible preferred shares, the number of common shares that the preferred shares are convertible into. See Note 11 of the Notes to Consolidated Financial Statements of the Company’s 2022 Annual Report on Form 10-K for conversion details.

 

As shown in the condensed consolidated statements of cash flows, net cash used by operating activities was $133.6 million for the six months ended October 1, 2022, compared to $50.0 million used by operating activities for the same period of the prior year, a change of $83.6 million. The increase in cash used by operating activities is primarily comprised of an increase in cash used for working capital purposes. Inventories increased by $145.9 million, driven by the increased size of the current year harvest in addition to material cost inflation to various production inputs. The increase in inventory was partially offset by a decrease in accounts payable, accrued expenses, and other of $59.3 million and income taxes of $11.3 million.

 

Cash used by investing activities was $29.8 million for the six months ended October 1, 2022 as compared to $23.6 million for the six months ended October 2, 2021, an increase of $6.2 million. Additions to property, plant and equipment increased $5.6 million during the first six months of fiscal 2023 compared to the same period of fiscal 2022, representing the majority of the increase.

 

Cash provided by financing activities was $165.4 million for the six months ended October 1, 2022, an increase of $140.4 million compared to cash provided by financing activities for the six months ended October 2, 2021 of $25.0 million. Entering fiscal year 2022, the Company had cash and cash equivalents of $59.8 million on hand to use for seasonal pack needs prior to borrowing on the Revolver as compared to cash and cash equivalents of $10.9 million entering fiscal year 2023. Additionally, cost inflation in fiscal year 2023 is higher than the prior year driving seasonal borrowings for the pack higher as compared to the prior year. During the six months ended October 1, 2022, the Company borrowed $500.0 million and paid down $293.2 million, providing net cash of $206.8 million, which was a change of $158.0 million compared to the comparable prior year period. Other than borrowings under the Revolver, there was no new long-term debt during the first six months of fiscal year 2023. Additionally, during the first six months of fiscal year 2023, the Company repurchased $37.0 million of its common stock, the majority of which was done through a stock repurchase program that was authorized in the first quarter of fiscal year 2022. By comparison, the Company repurchased $17.3 million during the six months ended October 2, 2021, an increase in cash used in financing activities of $19.7 million over the comparable prior year period.

 

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”). Maximum borrowings under the Revolver total $300.0 million from April through July and $400.0 million from August through March. The Revolver balance is included in Long-Term Debt in the accompanying condensed consolidated balance sheet due to the Revolver’s March 24, 2026 maturity. In order to maintain availability of funds under the facility, the Company pays a commitment fee on the unused portion of the Revolver. 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 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 can vary from a few days to seven months. Accordingly, the Company’s need to draw on the Revolver may fluctuate significantly throughout the year.

 

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

 

 

ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OPERATIONS

 

The Company’s credit facilities contain standard representations and warranties, events of default, and certain affirmative and negative covenants, including various financial covenants. At October 1, 2022, the Company was in compliance with all such covenants.

 

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 late in the fourth quarter/early in the 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. Given the material cost increases incurred to date in fiscal year 2023, both inventory and accounts payable are higher than prior year levels as of October 1, 2022.

 

The Company’s fruit and vegetable sales exhibit seasonal increases in the third and fourth fiscal quarters due to increased retail demand during the holiday seasons. 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 the second and third quarters. The seasonal nature of the Company’s sales, particularly holiday driven retail sales, result in the accounts receivable balance reaching its highest point at the end of the third and fourth fiscal quarters, while typically being the lowest at the end of the first quarter. One of the ways we attempt to offset material cost increases incurred is to increase selling prices, which resulted in a higher accounts receivable balance as compared to the prior year as of October 1, 2022.

 

Non-GAAP Financial Measures:

 

Certain disclosures in this report include non-GAAP financial measures. A non-GAAP financial measure is defined as a numerical measure of our 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 our condensed consolidated balance sheets and related condensed consolidated statements of net earnings, comprehensive income, stockholders’ equity and cash flows.

 

Adjusted net earnings is calculated on a FIFO basis and excludes the impact of the Company’s loss on equity investment. The Company believes this non-GAAP financial measure provides for a better comparison of year over year operating performance. 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. Set forth below is a reconciliation of reported net earnings to adjusted net earnings (in thousands):

 

   

Three Months Ended

   

Six Months Ended

 
   

October 1, 2022

   

October 2, 2021

   

October 1, 2022

   

October 2, 2021

 

Earnings before income taxes, as reported

  $ 20,993     $ 15,239     $ 27,725     $ 33,844  

LIFO charge

    29,210       8,802       48,435       11,639  

Loss on equity investment

    -       7,619       -       7,775  

Adjusted earnings before income taxes

    50,203       31,660       76,160       53,258  

Income taxes at effective tax rates

    11,748       7,535       17,821       12,675  

Adjusted net earnings

  $ 38,455     $ 24,125     $ 58,339     $ 40,583  

 

New Accounting Standards

 

Refer to footnote 1 of the Notes to Condensed Consolidated Financial Statements.

 

 

ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OPERATIONS

 

Critical Accounting Policies and Estimates

 

Revenue Recognition and Trade Promotion Expenses: Revenue recognition is completed for most customers at a point in time basis when product control is transferred to the customer. In general, control transfers to the customer when the product is shipped or delivered to the customer based upon applicable shipping terms, as the customer can direct the use and obtain substantially all of the remaining benefits from the asset at this point in time. The Company sells certain finished goods inventory for cash on a bill and hold basis. The terms of the bill and hold agreement provide that title to the specified inventory is transferred to the customer prior to shipment and the Company has the right to payment (prior to physical delivery) which results in recorded revenue as determined under the revenue recognition standard.

 

Trade promotions are an important component of the sales and marketing of the Company’s branded products and are critical to the support of the business. Trade promotion costs, which are recorded as a reduction of net sales, include amounts paid to encourage retailers to offer temporary price reductions for the sale of the Company’s products to consumers, amounts paid to obtain favorable display positions in retail stores, and amounts paid to retailers for shelf space in retail stores. Accruals for trade promotions are recorded primarily at the time of sale of product to the retailer based on expected levels of performance. Settlement of these liabilities typically occurs in subsequent periods primarily through an authorized process for deductions taken by a retailer from amounts otherwise due to the Company. As a result, the ultimate cost of a trade promotion program is dependent on the relative success of the events and the actions and level of deductions taken by retailers for amounts they consider due to them. Final determination of the permissible deductions may take extended periods of time.

 

Inventories: The Company uses the lower of cost, determined under the LIFO method, or market, to value substantially all of its inventories. In the high inflation environment that the Company is experiencing, the Company believes that the LIFO method was preferable over the 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. In contrast, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels, production pack yields, sales and the expected rate of inflation or deflation for the year. The interim LIFO calculations are subject to adjustment in the final year-end LIFO inventory valuation.

 

Long-Lived Assets: The Company assesses its long-lived assets for impairment whenever there is an indicator of impairment. Property, plant, and equipment are depreciated over their assigned lives. The assigned lives and the projected cash flows used to test impairment are subjective. If actual lives are shorter than anticipated or if future cash flows are less than anticipated, a future impairment charge or a loss on disposal of the assets could be incurred. Impairment losses are evaluated if the estimated undiscounted value of the cash flows is less than the carrying value. If such is the case, a loss is recognized when the carrying value of an asset exceeds its fair value.

 

Income Taxes: As part of the income tax provision process of preparing the consolidated financial statements, the Company estimates income taxes. This process involves estimating current tax expenses together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities. The Company then assesses the likelihood that any deferred tax assets will be recovered from future taxable income and to the extent it is believed the recovery is not likely, a valuation allowance is established.

 

Pension Expense: The Company has a defined benefit plan which is subject to certain actuarial assumptions. The funded status of the pension plan is dependent upon many factors, including returns on invested assets and the level of certain market interest rates, employee-related demographic factors, such as turnover, retirement age and mortality, and the rate of salary increases. Certain assumptions reflect the Company's historical experience and management’s best judgment regarding future expectations.

 

 

ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OPERATIONS

 

Forward-Looking Information

 

This Quarterly Report on Form 10-Q 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:

 

 

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

 

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

 

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;

 

climate and weather affecting growing conditions and crop yields;

 

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

 

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

 

effectiveness of our marketing and trade promotion programs;

 

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

 

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

 

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

 

product liability claims;

 

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

 

the availability of financing;

 

leverage and the ability to service and reduce debt;

 

foreign currency exchange and interest rate fluctuations;

 

the risks associated with the expansion of our business;

 

the ability to successfully integrate acquisitions into our operations;

 

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

 

other factors that affect the food industry generally, including:

 

o

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;

 

o

competitors’ pricing practices and promotional spending levels;

 

o

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

 

o

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

 

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

 

Any of these factors, as well as such other factors as discussed in our other periodic filings with the SEC, could cause our actual results to differ materially from our anticipated results. The information provided in this Form 10-Q 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-Q 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-Q to reflect events or circumstances after such date, or to reflect the occurrence of unanticipated events.

 

 

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

In the ordinary course of business, the Company is exposed to various market risk factors, including changes in general economic conditions, competition and raw material pricing and availability. In addition, the Company is exposed to fluctuations in interest rates, primarily related to its revolving credit facility. To manage interest rate risk, the Company uses both fixed and variable interest rate debt plus fixed interest rate lease obligations. There have been no material changes to the Company’s exposure to market risk since March 31, 2022.

 

 

ITEM 4 CONTROLS AND PROCEDURES

 

The Company maintains a system of internal and disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported on a timely basis. The Company’s Board of Directors, operating through its Audit Committee, which is composed entirely of independent outside directors, provides oversight to the financial reporting process.

 

An evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, as of October 1, 2022, our disclosure controls and procedures were effective. The Company continues to examine, refine and formalize its disclosure controls and procedures and to monitor ongoing developments in this area.

 

There have been no changes during the period covered by this report to the Company's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 

PART II OTHER INFORMATION

 

Item 1. Legal Proceedings

Refer to footnote 15 to the Consolidated Financial Statements included in Part II Item 8 of the Annual Report on Form 10-K for the fiscal year ended March 31, 2022.

 

Item 1A. Risk Factors

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, 2022 except to the extent factual information disclosed elsewhere in this Form 10-Q relates to such risk factors.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

   

Total Number of

   

Average Price

                 
   

Shares Purchased

   

Paid per Share

           

Maximum Number

 
                                   

Total Number of Shares

   

(or Approximate Dollar Value) of

 
   

Class A

   

Class B

   

Class A

   

Class B

   

Purchased as Part of Publicly

   

Shares that May Yet Be Purchased

 

Period

 

Common

   

Common

   

Common

   

Common

   

Announced Plans or Programs

   

Under the Plans or Programs

 

7/01/2022 –

7/31/2022

    89,230       -     $ 56.30       -       89,230          

08/01/2022 –

08/31/2022 (1)

    110,366       -     $ 55.68       -       98,180          

09/1/2022

09/30/2022

    203,331       -     $ 50.76       -       203,331          

Total

    402,927       -     $ 54.25       -       390,741       615,658  

 

(1) Includes 12,186 shares that were purchased in open market transactions by the trustees under the Seneca Foods Corporation Employees' Savings Plan to provide employee matching contributions under the plan.

 

Item 3. Defaults Upon Senior Securities

None.

 

Item 4. Mine Safety Disclosures

None.

 

Item 5. Other Information

None.

 

 

PART II OTHER INFORMATION

 

Item 6. Exhibits

 

Exhibit Number Description
   
10.1 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
   
31.1 Certification of Paul L. Palmby pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
31.2 Certification of Timothy J. Benjamin pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
32 Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   
   
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)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

   

SENECA FOODS CORPORATION

 
       
       
 

By:

/s/ Paul L. Palmby                          

 
   

Paul L. Palmby

 
   

President and Chief Executive

Officer

 
   

(Principal Executive Officer)

 
       
   

November 9, 2022

 
       
       
 

By:

/s/ Timothy J. Benjamin                   

 
   

Timothy J. Benjamin

 
   

Chief Financial Officer

 
   

(Principal Financial Officer)

 
       
       
   

November 9, 2022

 

 

23
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