Seneca Foods Corp (SENEA)

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

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, 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.

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.

We attempt to manage costs 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 and pricing methodologies employed in the various sales channels in which we compete may also limit our ability to 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.

Results of Operations

Net Sales:

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

Three Months Ended June 27, 2026 and June 28, 2025

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.

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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.

Operating Income:

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

Three Months Ended June 27, 2026 and June 28, 2025

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.

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.

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.

Non-Operating (Income) Expense:

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.

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.

Income Taxes:

The Company’s effective tax rate was 25.1% and 24.5% for the three months ended June 27, 2026 and June 28, 2025, respectively. The prior year quarter benefited from a decrease in the valuation allowance related to the usage of state tax credits, although there was no impact to the valuation allowance in the current quarter, therefore resulting in an increase of 0.5% to the current quarter effective tax rate on a comparative basis. There were no other significant items impacting the change in effective tax rate.

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Liquidity and Capital Resources

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

Material Cash Requirements: The Company’s primary liquidity requirements include debt service, capital expenditures and working capital needs. The Company may also seek strategic acquisitions to leverage existing capabilities and further build upon its existing business. Liquidity requirements are funded primarily through cash generated from operations and external sources of financing, including the revolving credit facility. The Company may also utilize its receivables purchase program to manage short-term liquidity and provide working capital flexibility, as needed.

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 succes

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

Our Business

Seneca is a leading provider of packaged fruits and vegetables, with facilities located throughout the United States. Its high-quality products are primarily sourced from more than 1,100 American farms. The Company’s product offerings include canned, frozen and jarred produce, and snack chips. Its products 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®. The Company’s fruits and vegetables are sold nationwide by major grocery outlets, including supermarkets, mass merchandisers, limited assortment stores, club stores and dollar stores. The Company also sells its 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.

The Company’s business strategies are designed to grow its market share and enhance sales and margins. These strategies include: 1) expand the Company’s leadership in the packaged fruit and vegetable industry; 2) provide low cost, high quality fruit and vegetable products to consumers through the elimination of costs from the Company’s supply chain and investment in state-of-the-art production and logistical technology; 3) invest in growth opportunities; and 4) pursue strategic acquisitions that leverage the Company’s core competencies.

All references to years are fiscal years ended March 31 unless otherwise indicated.

Fluctuations in Commodity, Production, Distribution and Labor Costs

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.

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.

We attempt to manage costs 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 and pricing methodologies employed in the various sales channels in which we compete may also limit our ability to 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.

Results of Operations - Fiscal Year 2026 versus Fiscal Year 2025

The following discussion is a comparison between fiscal year 2026 and fiscal year 2025 results. For a discussion of the Company’s results of operations for the year ended March 31, 2025 compared to the year ended March 31, 2024, please refer to the information under the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025, which was filed with the Securities and Exchange Commission (“SEC”) on June 12, 2025.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

Net Sales:

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

Net sales for fiscal year 2026 totaled $1,659.7 million as compared to $1,578.9 million for fiscal year 2025. The overall net sales increase of $80.8 million, or 5.1%, was due to higher sales volumes contributing $67.3 million to net sales, complemented by higher selling prices and product mix, which provided favorability of $13.5 million, as compared to the prior fiscal year.

Net sales of canned vegetables, frozen vegetables, and fruit products increased over the prior fiscal year primarily driven by higher volume in each of these product categories. Elevated pricing implemented during the fiscal year also contributed to an increase in net sales for these product categories. Net sales of snack products remained consistent compared to the prior year. Lastly, net sales attributable to the other category increased slightly 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.

Operating Income:

The following table sets forth the percentages of net sales represented by selected items for fiscal year 2026 and fiscal year 2025 reflected in our Consolidated Statements of Net Earnings (percentages shown as absolute values):

Gross Margin – Gross margin is equal to net sales less cost of products sold. As a percentage of net sales, gross margin was 13.9% for fiscal year 2026 as compared to 9.5% for fiscal year 2025. Gross margin was higher for the current fiscal year, partially driven by the net sales increase further discussed in the section above and by a last-in, first-out ("LIFO") credit that decreased the cost of products sold on a GAAP basis year-over-year. Refer to the separate material cash requirements section for additional discussion of the factors impacting the respective seasonal packs. The Company recorded a LIFO credit of $22.3 million in fiscal year 2026 versus a LIFO charge of $34.5 million in fiscal year 2025, which equated to a year-over-year favorable impact to gross margin of $56.8 million.

Selling, General and Administrative Expense – Selling, general and administrative expense for fiscal year 2026 increased $7.6 million from fiscal year 2025. Selling, general and administrative expense was 5.0% of net sales in fiscal year 2026 and 4.8% of net sales in fiscal year 2025. The percentage remained relatively flat on a comparative basis as net sales increased and selling, general, and administrative expense increased mostly driven by workforce related costs.

Other Operating Income, net – The Company had net other operating income of $0.3 million in fiscal year 2026, which was primarily driven by gains of $0.7 million on the sale of a small parcel of land in the Midwest and various spare equipment. Partially offsetting that amount was $0.5 million of transition service fees incurred in connection with the acquisition further discussed in Note 16.

The Company had net other operating income of $3.0 million in fiscal year 2025, which was primarily driven by gains of $4.1 million on the sale of land in the Midwest, which was offset by $1.0 million for the disposal of various spare equipment.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

Non-Operating Income (Expense):

Interest Expense, Net – Interest expense as a percentage of net sales was 1.1% for fiscal year 2026 as compared to 2.1% for fiscal year 2025. Interest expense decreased from $33.2 million in the prior fiscal year to $18.1 million for fiscal year 2026 as a result of lower average borrowings outstanding under the Company’s revolving credit facility and a lower weighted average interest rate in fiscal year 2026 as compared to fiscal year 2025.

Other Non-Operating Income – Other non-operating income totaled $18.8 million and $10.0 million in fiscal years 2026 and 2025, respectively. Partially comprising the amount was $8.8 million and $5.8 million of non-service related pension income in fiscal years 2026 and 2025, respectively. The non-service related pension income for each respective year is determined based on the results of independent actuarial calculations. Refer to Note 10 of the Notes to Consolidated Financial Statements for details of the calculation of the pension amounts. Other non-operating income also includes the patronage distribution associated with the Company’s term loans. The Company recorded $3.3 million and $4.2 million in fiscal years 2026 and 2025, respectively. The patronage distribution varies each year and there is no guarantee that an amount will be received by the Company; for further details refer to Note 6 of the Notes to Consolidated Financial Statements. Lastly, the Company recorded a bargain purchase gain of $6.7 million in fiscal year 2026 in connection with the acquisition further discussed in Note 16 of the Notes to Consolidated Financial Statements.

Income Taxes – As a result of the aforementioned factors, pre-tax earnings increased from $54.5 million in fiscal year 2025 to $149.1 million in fiscal year 2026. Income tax expense totaled $34.4 million and $13.3 million in fiscal years 2026 and 2025, respectively. The Company’s effective tax rate was 23.1% and 24.3% in fiscal years 2026 and 2025, respectively. For additional details on the calculation of the effective tax rate, refer to Note 8 of the Notes to Consolidated Financial Statements.

Earnings per Share:

For details of the calculation of these amounts, refer to Note 3 of the Notes to Consolidated Financial Statements.

Liquidity and Capital Resources:

Material Cash Requirements – The Company’s primary liquidity requirements include debt service, capital expenditures and working capital needs. The Company may also seek strategic acquisitions to leverage current capabilities and further build upon its existing business. Liquidity requirements are funde

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