Seneca Foods Corp.
Annual Report 2021

Plain-text annual report

Financial Highlights 2021 Years ended March 31, Net sales Earnings from continuing operations (see note 1) Net earnings Stockholders' equity Total debt/equity ratio Current ratio Diluted continuing earnings per share (see note 1) Diluted earnings per share (see note 1) Total stockholders' equity per equivalent common share (see note 2) 2020 $ 1,467,644,000 $ 1,335,769,000 51,188,000 52,335,000 394,364,000 1.3:1 3.7:1 5.46 5.58 42.77 126,100,000 126,100,000 577,815,000 0.6:1 3.3:1 13.72 $ 13.72 63.05 $ Increase 9.9 % 146.3 % 140.9 % 46.5 % 151.3 % 145.9 % 47.4 % Note 1: During 2008, the Company changed its inventory valuation method from FIFO (first-in, first out) to LIFO (last-in, first out) which increased earnings from continuing operations by $11.7 million ($1.28 per diluted share) and $12.8 million ($1.37 per diluted share) in 2021 and 2020, respectively. Note 2: Equivalent common shares are either common shares or, for convertible preferred shares, the number of common shares that the preferred shares are convertible into. Description of Business Seneca Foods Corporation (“Seneca” or the “Company”) conducts its business almost entirely in food packaging, which contributed about 98% of the Company's fiscal year 2021 net sales. Canned vegetables represented 81%, fruit products represented 6%, frozen fruit and vegetables represented 7%, prepared foods represented 5% and chip products represented 1% of the total food packaging net sales. Non-food packaging sales, which primarily related to the sale of cans and ends, and outside revenue from the Company's trucking and aircraft operations, represented 2% of the Company's fiscal year 2021 net sales. Approximately 10% of the Company’s packaged foods, excluding cherry products, were sold under its own brands, or licensed trademarks, including Seneca®, Libby's®, Aunt Nellie's®, Green Valley® and READ®. The remaining 90% of packaged foods were sold under private labels, food service, international, contracting packaging, industrial, prepared foods, chips, and cherry products (including the CherryMan® brand) segments. Marion, New York July 12, 2021 1 To Our Shareholders, The Company recorded net earnings for fiscal 2021 of $126.1 million or $13.72 per diluted share on sales of $1,467.6 million versus net earnings of $52.3 million or $5.58 per diluted share on sales of $1,335.8 million in fiscal 2020. As outlined in more detail below, financially, fiscal 2021 was an impressive year. However, fiscal 2021 began with perhaps the most significant challenge of our lifetime in the form of the COVID-19 pandemic. It is hard to overstate the stress on our organization in dealing with significantly increased demand leading to out of stock situations while at the same time operating in an environment of fear and uncertainty related to protecting our employees, families and communities as guidance from CDC and other government institutions evolved. Add to that the enormous undertaking that comes with the hiring of 5,000 seasonal employees to work with our 3,500 full time employees to process hundreds of thousands of tons of raw product into the billions of cans of nutritious fruits and vegetables that we provide. It was truly an effort like never before and more than ever our people came through and made the difference. As is always the case in our agriculturally based company, our expectations hinge on the uncertainty of the growing season and what Mother Nature delivers. The crop actually started out better than it had in the past several years but it still fell somewhat short of meeting our needs as a result of weather stress reducing yields in some cases, as well as the inability to process available tonnage in other cases, driven by reduced production capacity a result of labor shortages with COVID infections and quarantine. The timing of the unexpected sales lift from the pandemic did not allow adjustments to the 2020 planting and production leading to the shortages. The Company’s canned vegetable business showed improved margins as a result of increased sales volume, mostly from the pandemic, and higher selling prices. The increased selling prices have been implemented across our businesses as inflationary costs driven by steel and raw product affected costs. Digging down into our vegetable business, it can be stated that while overall our retail channels are very strong and sales have returned to pre-pandemic levels, foodservice and chain accounts remained challenged through fiscal 2021. Our frozen business has performed well and has stabilized with a core group of customers that we serve. Our Seneca Snack business was impacted significantly when a large customer was closed for a period of time, but that business has largely rebounded to pre-pandemic levels and the Snack business was profitable. Our candied fruit business continues to work through integration of our Paradise asset acquisition with production now fully transitioned. We have moved through high cost inventory as a result of the acquisition and integration at the plant is largely complete. Sales overall were also heavily impacted by the foodservice down turn, also a result of the pandemic. We are pleased where we are with this business and look forward to a more consistent performance as we emerge from pandemic related impacts. Our Truitt business had been performing well and the team there had developed a strong core base of customers with a pipeline of opportunities making the decision to divest a difficult one. However, in the end, the nature of the business was not core to our primary business and we were able to get a value that made sense, allowing us to remain focused on investment in our core fruit and vegetable business. Included in the fiscal 2021 figures is a pre-tax gain of $34.8 million from the sale of the Truitt business which was reported as “Other Operating Income” within our income statement. The Company also incurred a pre-tax impairment charge of $9.7 million related to its CraftAg investment, reported in the “Loss from Equity Investment” line within the income statement. The Company’s 2021 net earnings would be $106.3 million or $11.56 per diluted share without the one-time items, Truitt gain and the CraftAg impairment. With the fall of the equity markets associated with the pandemic last March, as well as very low interest rates, the funding status of our pension plan was impacted negatively. The decision was made that we would use cash generated from earnings and the Truitt deal to make a $73.0 million pension contribution. This contribution plus a gain on plan assets of $103.2 million brought our pension to a 122.2% funding status at year end. We believe that we have taken significant steps over the past year to stabilize our pension plan despite volatile times. Also in an effort to leverage our cash position, and to maximize shareholder value, we undertook a formal Tender Offer in an effort to repurchase a significant number of our outstanding shares. Our view was that given the value that our stock was trading, the best use of capital was to repurchase shares. Despite our Tender Price being a 10.8% premium to the closing price of the previous full trading day prior to the Tender Offer and a 14.3% premium to the trailing 50 day trading price, we were not able to repurchase significant shares. It seemed clear that investors agreed that our stock was undervalued and decided to hold rather than Tender their shares. 2 We continue, in support of our longstanding philosophy, to upgrade our facilities to improve our operations and during the last year invested 220.6% of depreciation in capital expenditures in addition to 5.2% financed through capital leases. In March, we completed the acquisition of a processing facility in central Wisconsin. This acquisition not only expands our freezing capability, but gets us into the frozen celery business. It also adds migrant worker housing assets which have been another source of investment over the past couple of years and are fundamental to the success of our seasonal operations. It is also important to note that a portion of the current year earnings were due to a non-cash credit to earnings from our inventory accounting methodology. Our Last In, First Out (LIFO) inventory accounting methodology added another $15.6 million to pre-tax profits as strong sales coming on the heels of a smaller than anticipated pack resulted in lower overall inventory levels. As mentioned previously, the planting and growing season was improved over the past several years but still had its challenges with record breaking frost early in the season, excessive heat later in the summer and several severe storms throughout the season. The net effect was that our company was only able to can and freeze about 92% of the crops we had originally planned. This outcome came on the heels of reduced packs the last couple of years, and with the impact of the pandemic, further challenged inventory levels to accomplish our goal of being the 52 week supplier that our customers expect. This past year we renewed our efforts to expand the co-packing segment of our business. We entered into a couple of agreements during the year in which we process canned vegetables on a contractual basis. We are pleased with how things went with these new agreements and will continue to work closely with counterparties to meet their needs. We also continue to work closely with our preexisting co-pack partners under our agreement to produce products for them and completed the year packing those products for them and predecessor companies. These are important relationships that remain a focus for us. A fundamental objective of the Company is to continue to strengthen our balance sheet. In that regard, during fiscal year 2021 we have paid down $192.2 million of debt, net of cash, and lease obligations. In addition, we just refinanced our $400 million revolver for a new 5 year term. We believe Seneca has a strong balance sheet that provides us the opportunity to continue to grow in the future. While last year’s results were encouraging, we are in a business that has its up and downs. As mentioned above, we believe a key is that the Company has a strong balance sheet and the financial wherewithal to ride out whatever challenges lie ahead but it is our people who will make the difference. We are fortunate to have a team whose experience, strength and capabilities have been clearly demonstrated in the months since the pandemic started. As shareholders, we should all be proud of their efforts in the face of what is an unprecedented period in our 73 year history. Keeping our employees safe and our plants operating is a major endeavor which has been, and will continue to be, consuming most of our time and effort over the coming months. In closing, we would like to recognize the immeasurable contributions of Kraig Kayser who retired from the Company after 35 years of combined service on the Board of Directors and as an employee, including 27 years as President and CEO. His calm and steady leadership was a model for those of us who worked closely with him and has left the company in a very strong position. Sincerely, Chairman President & Chief Executive Officer 3 Management’s Discussion and Analysis of Financial Condition and Results of Operations OVERVIEW 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 over 1,600 American farms. The Company’s product offerings include canned, frozen and bottled 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®, Aunt Nellie’s®, Cherryman®, Green Valley® and READ®. The Company’s canned 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, industrial markets, other food processors, export customers in over 90 countries and federal, state and local governments for school and other food programs. The Company packs canned vegetables as well as frozen vegetables under contract packing agreements. All references to years are fiscal years ended March 31 unless otherwise indicated. During March 2021, the Company completed the acquisition of a processing facility in central Wisconsin for $7.1 million. This acquisition will aid the Company’s frozen business by expanding freezing capability and adding frozen celery production to the core fruit and vegetable business. In December 2020, the Company completed the sale of its prepared foods business to an unaffiliated buyer who was not a previous customer, resulting in a gain of $34.8 million. The nature of the prepared foods business was not central to Seneca’s primary business and the sale allowed for the continued focus and investment in the Company’s core fruit and vegetable business. In November 2019, the Company executed an agreement with Del Monte Foods to purchase a plant in Wisconsin, and as part of that agreed to process certain quantities of canned vegetables for them on a contractual basis. At the same time, Seneca acquired equipment from two already closed facilities, which was relocated and utilized by existing Seneca facilities in order to improve efficiencies or expand production capacities. Any equipment that was unable to be utilized was disposed of in fiscal 2021. The idle facilities were acquired in fiscal 2021 with no plans of operation and are currently classified as assets held for sale on the consolidated balance sheet as of March 31, 2021. In October 2019, the Company ceased production at its fruit processing plant in Sunnyside, Washington but continued to store, case and label products at this facility until late in fiscal 2020. In February 2020, the Company invested approximately $10 million and contributed the Sunnyside facility to acquire a 49% stake in CraftAg, LLC, a newly formed company which processes hemp. The Company’s business strategies are designed to grow the Company’s market share and enhance the Company’s sales and margins and include: 1) expand the Company’s leadership in the packaged fruit and vegetable industry; 2) provide low cost, high quality 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) focus on growth opportunities to capitalize on higher expected returns; and 4) pursue strategic acquisitions that leverage the Company’s core competencies. Impact of the COVID-19 Pandemic: The effect of COVID-19 felt throughout the United States and the international community has had, and will continue to have, an impact on financial markets, economic conditions, and portions of our business and industry. Business Impact – We have implemented a wide range of precautionary measures at our manufacturing facilities and other work locations in response to COVID-19. We have also been working closely with our supply chain partners to ensure that we can continue to provide uninterrupted service. To date, there has been minimal disruption in our supply chain network, including the supply of fruits and vegetables, packaging or other sourced materials. We also continue to work closely with our customers and have implemented measures to allocate order volumes to ensure a consistent supply across our retail partners during this period of high demand. 4 Management’s Discussion and Analysis of Financial Condition and Results of Operations We continue to monitor the latest guidance from the CDC, FDA and other federal, state and local authorities regarding COVID-19 to ensure our safety protocols remain current to protect our employees, customers, suppliers and other business partners. Financial Impact to Date – We began to see a significant increase in net sales in the second half of March 2020 as the COVID- 19 pandemic reached the United States and consumers began pantry loading and increasing their at-home consumption as a result of increased social distancing and stay-at-home mandates. The overall increase in net sales continued throughout 2021. Growth in the retail channel remained strong and exceeded declines in the foodservice and chain channels experienced due to the pandemic. We have incurred incremental costs to take the precautionary health and safety measures described above, which partially offsets the net sales favorability in our operating results, however gross margin has increased in 2021 as compared to 2020. Most of the incremental costs impact our costs of goods sold and the remaining portion impacts our selling, general and administrative expenses. As reflected above, the pandemic has overall to date had a positive impact on our operating results and our net cash provided by operating activities. As a result, during the third quarter of fiscal 2021 we repaid all outstanding borrowings under our revolving credit facility. Expectations and Risk Factors in Light of the COVID-19 Pandemic - As discussed above, increased customer and consumer demand resulting from the COVID-19 pandemic, social distancing and stay-at-home mandates has had a material positive impact on our company’s net sales, net cash provided by operating activities and net leverage in 2021. However, the ultimate impact of the COVID-19 pandemic on our business will depend on many factors, including, among others, the duration of social distancing and stay-at-home mandates and whether an additional wave of COVID-19 will affect the United States and the rest of North America, our company’s ability to continue to operate our manufacturing facilities, retain a sufficient seasonal workforce, fill open full time positions, maintain our supply chain without material disruption, and procure ingredients, packaging and other raw materials when needed despite unprecedented demand in the food industry, and the extent to which macroeconomic conditions resulting from the pandemic and the pace of the subsequent recovery may impact consumer eating habits. Internal controls over financial reporting have not been impacted by COVID-19. Management is continuously monitoring to ensure controls are effective and properly maintained. Restructuring During 2021, the Company recorded a restructuring charge of $0.2 million related to closed plants mostly for severance. During 2020, the Company recorded a restructuring charge of $7.0 million related to the closing of plants in the Midwest and Northwest of which $5.3 million was for accelerated amortization of right-of-use operating lease assets, $2.4 million was mostly related to equipment moves and $1.2 million was related to severance. The Company also recorded a credit of $1.9 million for the reduced lease liability of previously impaired leases. These charges are included under Plant Restructuring Charge in the Consolidated Statements of Net Earnings. Divestitures, Other Charges and Credits Other operating income in 2021 includes a gain on the sale of the prepared food business of $34.8 million. Additionally the Company recorded a loss of $0.8 million on the disposal of equipment from a sold Northwest plant, a loss on the sale of unused fixed assets of $0.4 million, a loss of $3.2 million on the disposition of equipment that was previously held for sale, and a charge of $0.2 for severance. The company also recorded a charge of $1.2 million for a supplemental early retirement plan. Other operating income in 2020 includes a gain on the partial sale of a plant in the Midwest of $3.3 million and a gain on the sale of a plant in the Northwest of $8.2 million. The Company also recorded a gain on the sale of unused fixed assets of $1.2 million. 5 Management’s Discussion and Analysis of Financial Condition and Results of Operations During 2021, the Company recorded an other-than-temporary impairment charge of $9.7 million to its equity method investment representing the difference between the carrying value of the Company’s investment and its proportionate share of the investment’s fair value. This charge was included in “Loss from equity investment” in the Company’s Consolidated Statements of Net Earnings. Liquidity and Capital Resources The Company’s primary cash requirements are to make payments on the Company’s debt, finance seasonal working capital needs and to make capital expenditures. Internally generated funds and amounts available under the revolving credit facility are the Company’s primary sources of liquidity, although the Company believes it has the ability to raise additional capital by issuing additional stock, if it desires. Revolving Credit Facility On March 24, 2021, the Company entered into a Fourth Amended and Restated Loan and Security Agreement with the lenders party thereto, Bank of America, N.A. as agent, issuing bank, and syndication agent, and BofA Securities, Inc. as lead arranger, that provides for a senior revolving credit facility of up to $400 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 as of March 31, 2021 was $1.0 million and is included in Long-Term Debt in the accompanying 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. The Company believes that cash flows from operations and availability under its Revolver will provide adequate funds for the Company’s working capital needs, planned capital expenditures and debt service obligations for at least the next 12 months. Seasonality The Company’s revenues typically are highest in the second and third fiscal quarters. This is due, in part, because 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 these quarters. In addition, the Company’s other fruit and vegetable sales exhibit seasonal increases in the third fiscal quarter due to increased retail demand during the holiday season. First Quarter Second Quarter Third Quarter Fourth Quarter (In thousands) Year ended March 31, 2021: Net sales Gross margin Net earnings Revolver outstanding (at quarter end) 34,406 62,611 $ 288,165 $ 390,294 $ 484,392 $ 304,793 48,562 48,943 77,704 56,976 20,706 18,105 72,460 14,829 1,000 - Year ended March 31, 2020: $ 264,925 $ 370,002 $ 392,971 $ 307,871 Net sales Gross margin 19,174 24,055 52,277 46,382 Net earnings 4,635 24,428 21,022 Revolver outstanding (at quarter end) 136,014 133,338 114,689 106,924 1,103 6 Management’s Discussion and Analysis of Financial Condition and Results of Operations Short-Term Borrowings The maximum level of short-term borrowings outstanding during 2021 was lower as compared 2020 driven in part by increased sales resulting from the COVID-19 pandemic. The favorable impact that increased sales had on the Company’s short-term borrowings during 2021 was partially offset by increased expenditures due to implementing a wide range of precautionary measures at our manufacturing facilities and other work locations in response to COVID-19. The maximum level of short-term borrowings during 2020 was affected by lower inventory due to a smaller seasonal pack partially offset by the purchase of assets from Del Monte Foods and the investment in CraftAg. The following table documents the quantitative data for Short-Term Borrowings during 2021 and 2020: Fourth Quarter 2021 2020 Year Ended 2021 2020 (In Thousands) $ 1,000 $ 106,924 $ 1.38% 2.59% 1,000 $106,924 2.59% 1.38% $ 1,000 $ 118,790 $107,967 $151,477 $ 572 $ 109,031 $ 33,453 $122,443 3.61% 3.22% 1.95% 1.69% Reported end of period: Revolver outstanding Weighted average interest rate Reported during period: Maximum Revolver Average Revolver outstanding Weighted average interest rate Long-Term Debt On May 28, 2020 the Company entered into an Amended and Restated Loan and Guaranty Agreement with Farm Credit East, ACA that provides for a $100.0 million unsecured term loan. The amended and restated agreement with Farm Credit East has a maturity date of June 1, 2025 and converted the term loan to a fixed interest rate rather than a variable interest rate in addition to requiring quarterly principal payments of $1.0 million, which commenced during fiscal 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. As of March 31, 2021, scheduled maturities of long-term debt in each of the five succeeding fiscal years and thereafter are presented below. The March 31, 2021 Revolver balance of $1.0 million is presented as being due in fiscal 2026, based upon the Revolver’s March 24, 2026 maturity date (in thousands): 2022 2023 2024 2025 2026 Thereafter Total $ 4,500 4,000 4,000 4,000 81,869 216 $ 98,585 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations Restrictive Covenants The Company’s debt agreements, including the Revolver and term loan, contain customary affirmative and negative covenants that restrict, with specified exceptions, the Company’s ability to incur additional indebtedness, incur liens, pay dividends on the Company’s capital stock, make other restricted payments, including investments, transfer all or substantially all of the Company’s assets, enter into consolidations or mergers, and enter into transactions with affiliates. The Company’s debt agreements also require the Company to meet certain financial covenants including a minimum EBITDA and minimum tangible net worth. The Revolver contains borrowing base requirements related to accounts receivable and inventories and also requires the Company to meet a financial covenant related to a minimum fixed charge coverage ratio if (a) an event of default has occurred or (b) availability on the Revolver is less than the greater of (i) 10% of the commitments then in effect and (ii) $25,000,000. The most restrictive financial covenant in the debt agreements is the minimum EBITDA within the Farm Credit term loan which for fiscal year end 2021 was greater than $50 million. The Company computes its financial covenants as if the Company were on the FIFO method of inventory accounting. The Company has met all such financial covenants as of March 31, 2021. The Company's debt agreements limit the payment of dividends and other distributions. There is an annual total distribution limitation of $50,000, less aggregate annual dividend payments totaling $23,000 that the Company presently pays on two outstanding classes of preferred stock. Capital Expenditures Capital expenditures in 2021 totaled $71.5 million and there were 4 major projects in 2021 as follows; 1) $7.1 million for a facility in Berlin, Wisconsin, 2) $5.0 million for a facility and equipment in Albany, Oregon, 3) $4.4 million for a production line in Janesville, Wisconsin, 4) $2.5 million for a spray field in Cambia, Wisconsin. Capital expenditures in 2020 totaled $66.4 million and there were four major projects in 2020 as follows: 1) $10.0 million to buy the plant in Cambria, Wisconsin from Del Monte, 2) $9.6 million for equipment purchases from Del Monte, 3) $4.7 million for the Glencoe Freezer project and 4) $2.6 million for the completion of a warehouse in Hart, Michigan started in 2019. In addition, there were lease buyouts, equipment replacements and other improvements in 2021 and 2020. Accounts Receivable In 2021, accounts receivable decreased by $17.6 million or 16.0% versus 2020, due partially to lower sales volume in March 2021 compared to March 2020 and also the sale of our prepared foods business. In 2020, accounts receivable increased by $25.7 million or 30.6% versus 2019 due to higher sales volume in the fourth quarter of 2020 compared to 2019. Inventories In 2021, inventories decreased by $68.5 million or 16.6% primarily reflecting the effect of lower finished goods quantities due to increased sales demand outpacing the 2020 seasonal pack yields. The LIFO reserve balance was $128.7 million at March 31, 2021 versus $144.3 million at the prior year end. The Company believes that the use of the LIFO method better matches current costs with current revenues. 8 Management’s Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Policies During the years ended March 31, 2021 and 2020, the Company sold certain finished goods inventory for cash on a bill and hold basis. The terms of the bill and hold agreement(s) provide that title to the specified inventory is transferred to the customer(s) 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. 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. Obligations and Commitments As of March 31, 2021, the Company was obligated to make cash payments in connection with its debt, operating and finance leases, and purchase commitments. The effect of these obligations and commitments on the Company’s liquidity and cash flows in future periods are listed below. All of these arrangements require cash payments over varying periods of time. Certain of these arrangements are cancelable on short notice and others require additional payments as part of any early termination. In addition, the Company has a defined benefit plan which is subject to certain actuarial assumptions. The funded status increased by $138.3 million during 2021 reflecting the actual fair value of plan assets and the projected benefit obligation as of March 31, 2021. During fiscal years 2021 and 2020, the actuarial loss in the pension plan’s projected benefit obligation was primarily driven by data revisions resulting in demographic losses as well as a decline in discount rates. Additionally, the Society of Actuaries released an updated mortality table for fiscal year 2020 and an updated mortality projection scale for both fiscal years 2020 and 2021 which partially offset the actuarial loss. Plan assets increased from $202.5 million as of March 31, 2020 to $348.9 million as of March 31, 2021 due primarily to a gain on plan assets of $103.2 million and a $73.0 million contribution by the Company. The Plan was amended to freeze accruals to new hires and rehires effective January 1, 2020. This amendment triggered a curtailment event under ASC 715. The curtailment accelerated statement of earnings recognition of the unrecognized prior service cost resulting in $0.1 million curtailment charge in 2020. During 2021, the Company entered into new finance and operating leases of approximately $3.7 million, based on the if- purchased value, which was primarily for agricultural and packaging equipment. Purchase commitments represent estimated payments to growers for crops that will be grown during the calendar 2021 season. Due to uncertainties related to uncertain tax positions, the Company is not able to reasonably estimate the cash settlements required in future periods. The Company has no off-balance sheet debt or other unrecorded obligations other than operating lease obligations and purchase commitments noted above. 9 Management’s Discussion and Analysis of Financial Condition and Results of Operations Standby Letters of Credit The Company has standby letters of credit for certain insurance-related requirements. The majority of the Company’s standby letters of credit are automatically renewed annually, unless the issuer gives cancellation notice in advance. On March 31, 2021, the Company had $10.1 million in outstanding standby letters of credit. These standby letters of credit are supported by the Company’s Revolver and reduce borrowings available under the Revolver. Cash Flows In 2021, the Company’s cash and cash equivalents increased by $49.1 million, which is due to the net impact of $183.2 million provided by operating activities, $2.3 million provided by investing activities, and $136.3 million used in financing activities. Operating Activities Cash provided by operating activities totaled $183.2 million in 2021 as compared to $127.3 million of cash provided by operating activities in 2020, an increase of $55.9 million. The increase was largely due to higher net income, primarily attributable to the positive impact of increased base business unit volume on our net sales as a result of the COVID-19 pandemic. The 2021 earnings reflect a LIFO credit of $15.6 million that resulted in an increase in the tax payment deferral of $3.9 million. The increase in net cash provided by operating activities also reflected favorable working capital comparisons in fiscal 2021 compared to the fiscal 2020 comparisons, primarily comprised of accounts receivable, $57.6 million, and other current assets, $8.4 million. The increases were partially offset by an unfavorable working capital comparison for inventories of $21.6 million and a pension contribution made by the Company of $73.0 million in fiscal 2021 compared to a $26.0 million contribution in the previous year. The cash requirements of the business fluctuate significantly throughout the year to coincide with the seasonal growing cycles of vegetables. The majority of the inventories are produced during the packing months, from June through November, and are then sold over the following year. Cash flow from operating activities is one of the Company’s main sources of liquidity. Investing Activities Cash provided by investing activities was $2.3 million for 2021, principally reflecting proceeds from the sales of assets of $73.7 million largely offset by $71.4 million of capital expenditures. Cash used by investing activities was $43.2 million for 2020, principally reflecting proceeds from the sale of assets of $22.5 million offset by $65.7 million of capital expenditures. Financing Activities Cash used in financing activities was $136.3 million in 2021 compared to $84.9 million in 2020, an increase of $51.4 million. The cash used in financing during 2021 is primarily comprised of a net decrease in the debt (primarily the Revolver) of $119.0 million compared to $48.7 million in the prior year. In addition, the Company purchased $4.4 million of treasury stock in 2021 compared to $12.7 million in 2020. Lastly, the Company made a $10.0 million investment in CraftAg during 2020. Results of Operations - Fiscal 2021 versus Fiscal 2020 Net Sales: The following table presents net sales by product category: Canned vegetables Frozen Fruit Products Prepared foods Chip Products Other Total 2020 2021 (In thousands) $ 1,172,635 $ 986,080 119,044 102,339 97,393 88,289 105,044 71,866 11,475 10,999 16,733 21,516 $ 1,467,644 $ 1,335,769 10 Management’s Discussion and Analysis of Financial Condition and Results of Operations Net sales for 2021 totaled $1,467.6 million compared to $1,335.8 million for the prior year, an increase of $131.8 million. The overall increase was driven by a $186.6 million increase in canned vegetables sales along with a $4.7 million increase in other sales that was partially offset by declines in frozen sales of $16.7 million, fruit product sales of $9.1 million, and chip product sales of $0.4 million. Additionally, prepared foods sales decreased by $33.2 million in 2021 compared to 2020 due to the sale of the business in December 2020. The overall increase in sales is attributable to increased sales volume of $74.2 million and higher selling prices/ favorable sales mix of $57.6 million, both predominantly due to canned vegetables. Operating Income: The following table presents components of operating income as a percentage of net sales: Gross Margin 2020 2021 (In thousands) 15.8 % 10.6 % Selling, General, and Administrative expense Plant Restructuring Other Operating Income 5.4 % 0.0 % -2.0 % 5.8 % 0.5 % -0.9 % Operating Income 12.3 % 5.3 % Interest Expense, net 0.4 % 0.9 % Gross margin as a percentage of net sales increased from 10.6% in 2020 to 15.8% in 2021 due to the favorable impact of higher selling prices and an improved selling mix outweighing the negative impact of a smaller than planned pack and incremental expenditures incurred for precautionary and safety measures taken for COVID-19. Selling, general and administrative expense was at 5.4% of sales in 2021 and 5.8% of sales in 2020. The decrease as a percentage of net sales is primarily due to higher sales and the fixed nature of certain expenses. Other operating income in 2021 includes a gain on the sale of the prepared food business of $34.8 million. Additionally the Company recorded a loss of $0.8 million on the disposal of equipment from a sold Northwest plant, a loss on the sale of unused fixed assets of $0.4 million, a loss of $3.2 million on the disposition of equipment that was previously held for sale, and a charge of $0.2 for severance. The Company also recorded a charge of $1.2 million for a supplemental early retirement plan. Other operating income in 2020 includes a gain on the partial sale of a plant in the Midwest of $3.3 million and a gain on the sale of a plant in the Northwest of $8.2 million. The Company also recorded a gain on the sale of unused fixed assets of $1.2 million. Non-Operating Income: The Company’s loss from equity investment was $11.5 million and $0.1 million for 2021 and 2020, respectively. During 2021, the Company recorded an other-than-temporary impairment charge of $9.7 million to its equity method investment representing the difference between the carrying value of the Company’s investment and its proportionate share of the investment’s fair value. This charge was included in “Loss from equity investment” in the Company’s Consolidated Statements of Net Earnings. Interest expense, net, decreased from $11.8 million in 2020 to $6.1 million in 2021 due mostly to lower average Revolver borrowings during the year in 2021 versus 2020. As a result of the aforementioned factors, continuing pre-tax earnings increased from $65.6 million in 2020 to pre-tax earnings of $160.0 million in 2021. The effective tax rate was 21.2% in 2021 and 22.0% in 2020. The decrease of 0.8 percentage points in the effective tax rate for the year is primarily the result of two items. The Coronavirus Aid, Relief, and Economic Security Act (CARES Act), among other things, allows NOLs incurred in taxable years beginning after December 31, 2017 and before January 01, 2021 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income 11 Management’s Discussion and Analysis of Financial Condition and Results of Operations taxes. Seneca was able to carryback the NOL generated in the 2019 tax year at a 21% corporate tax rate to the 2015 tax year at a 35% corporate tax rate. The tax rate difference realized for the NOL carryback decreased the Company’s effective tax rate by 2.8%. See Footnote 8 for the full tax rate reconciliation. Recently Issued Accounting Standards In August 2018, the FASB issued ASU No. 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Topic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans, which modifies the disclosure requirements for defined benefit pension plans and other postretirement plans. ASU 2018-14 became effective for annual periods ending after December 15, 2020. The Company adopted the standard for its fiscal year ended March 31, 2021 and the adoption of ASU 2018-14 did not have an impact on the consolidated financial statements as this ASU only modified disclosure requirements. See Note 10 “Retirement Plants” and related disclosures. In May 2020, the SEC issued a final rule that amends the financial statement requirements for acquisitions and dispositions of businesses. The amendments primarily relate to disclosures required by Rule 3-05 and Article 11 of Regulation S-X. Among other things, the final rule modifies the tests provided in Rule 1-02(w) of Regulation S-X used to determine whether a subsidiary or an acquired or disposed business is significant. The amendments took effect January 1, 2021 and the Company did not elect to early adopt the provisions of the final rule prior to that date. This rule, as amended, did not impact the Company’s financial statement disclosures in fiscal 2021. In March 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting which provides optional guidance for a limited time to ease the potential accounting burden associated with the expected market transition away from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. LIBOR is used to determine interest expense related to the Company’s Revolver, which matures in 2026. This update was effective starting March 12, 2020 and the Company may elect to apply the amendments prospectively through December 31, 2022. We are currently evaluating the effect that ASU 2020-04 will have on our consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU No. 2019-12 to simplify the accounting for income taxes by removing certain exceptions to the general principles and simplify areas such as franchise taxes, step-up in tax basis goodwill, separate entity financial statements and interim recognition of enacted tax laws or rate changes. The new standard will be effective for the Company in the first quarter fiscal year 2022. We are currently evaluating the effect that the new standard will have on the Company’s financial position, results of operations and related disclosures. In June 2016, the FASB issued ASU No. 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 No. 2016-13 will require entities to estimate lifetime expected credit losses for trade and other receivables along with other financial instruments which will result in earlier recognition of credit losses. Further, the new credit loss model will affect how entities in all industries estimate their allowance for losses for receivables that are current with respect to their payment terms. In November 2019, the FASB issued ASU No. 2019-10, which, among other things, deferred the application of the new guidance on credit losses for smaller reporting companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. This guidance will be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (i.e., a modified-retrospective approach). Under the above-mentioned deferral, the Company expects to adopt ASU No. 2016-03, and the related ASU No. 2018-19 amendments, beginning as of April 1, 2023 and is in the process of assessing the impact, if any, that this new guidance is expected to have on the Company’s results of operations, financial condition and/or financial statement disclosures. 12 Consolidated Statements of Net Earnings Seneca Foods Corporation and Subsidiaries (In thousands of dollars, except per share amounts) Years ended March 31, 2021 2020 Net sales Costs and expenses: Cost of products sold Selling, general, and administrative expense Other operating income, net Plant restructuring charge Total costs and expenses Operating income Loss from equity investment Other loss (income) Interest expense, net of interest income of $42 and $25, respectively Earnings From Continuing Operations Before Income Taxes Income Taxes From Continuing Operations Earnings From Continuing Operations Earnings From Discontinued Operations (net of income taxes) Net Earnings Basic Earnings per Common Share: Continuing Operations Discontinued Operations Net Basic Earnings per Common Share Diluted Earnings per Common Share: Continuing Operations Discontinued Operations Net Diluted Earnings per Common Share See notes to consolidated financial statements. $ 1,467,644 $ 1,335,769 1,235,459 1,193,881 76,971 (12,653 ) 7,046 1,286,577 1,265,245 79,950 (29,014 ) 182 181,067 11,453 3,473 6,125 160,016 33,916 126,100 - $ 126,100 $ $ $ $ $ $ $ 13.82 $ - $ 13.82 $ 13.72 $ - $ 13.72 $ 70,524 93 (7,018 ) 11,834 65,615 14,427 51,188 1,147 52,335 5.50 0.12 5.62 5.46 0.12 5.58 13 Consolidated Statements of Comprehensive Income (Loss) Seneca Foods Corporation and Subsidiaries (In thousands of dollars) Years ended March 31, Comprehensive income (loss): Net earnings Change in pension and postretirement benefits (net of income tax of ($19,528) and $20,312, respectively) Total See notes to consolidated financial statements. 2021 2020 $ 126,100 $ 52,335 60,153 (60,935 ) $ 186,253 $ (8,600 ) 14 Consolidated Balance Sheets Seneca Foods Corporation and Subsidiaries (In thousands) March 31, Assets Current Assets: Cash and cash equivalents Accounts receivable, less allowance for doubtful accounts of $339 and $1,598, respectively Contracts receivable Assets held for sale-discontinued operations Inventories Assets held for sale Refundable income taxes Other current assets Total Current Assets Deferred income tax asset, net Noncurrent assets held for sale-discontinued operations Other assets Pension assets Right-of-use assets operating, net Right-of-use assets financing, net Property, plant, and equipment: Land Buildings and improvements Equipment Total Less accumulated depreciation and amortization Net property, plant, and equipment Total Assets Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable Deferred revenue Accrued vacation Accrued payroll Other accrued expenses Current liabilities held for sale-discontinued operations Current portion of long-term debt and lease obligations Total Current Liabilities Long-term debt, less current portion Operating lease obligations, less current portion Financing lease obligations, less current portion Pension liabilities Other liabilities Deferred income tax liability, net Total Liabilities Commitments and contingencies Stockholders’ Equity: Preferred stock Common stock Additional paid-in capital Treasury stock, at cost Accumulated other comprehensive loss Retained earnings Total Stockholders’ Equity Total Liabilities and Stockholders’ Equity See notes to consolidated financial statements. 15 2021 2020 8,656 8,385 2,807 $ 59,837 $ 10,702 92,221 109,802 7,610 911 338 182 343,144 411,631 - 4,350 7,323 516,299 551,600 7,872 - 1,026 778 8,033 26,042 62,851 - 42,193 60,663 30,611 33,617 26,031 24,955 188,332 184,945 430,526 408,385 644,889 618,285 396,306 389,796 248,583 228,489 $ 909,348 $ 909,309 4,287 $ 74,089 $ 71,194 7,758 11,660 11,876 15,366 11,864 24,403 17,808 - 880 28,325 28,274 158,130 149,654 94,085 217,081 27,769 42,760 19,232 24,366 - 75,742 5,342 4,011 28,306 - 331,533 514,945 663 3,041 681 3,041 98,502 98,384 (91,198) (88,319) (19,067) (79,220) 585,874 459,797 577,815 394,364 $ 909,348 $ 909,309 Consolidated Statements of Cash Flows Seneca Foods Corporation and Subsidiaries (In thousands) Years ended March 31, Cash flows from operating activities: Net earnings Adjustments to reconcile net earnings to net cash provided by operations: Depreciation and amortization Deferred income tax expense Gain on the sale of assets Restructuring provision Loss from equity investment 401(k) match stock contribution Changes in operating assets and liabilities (net of acquisitions): Accounts and contracts receivable Inventories Other current assets Accounts payable, accrued expenses, and other liabilities Income taxes Net cash provided by operating activities Cash flows from investing activities: Additions to property, plant, and equipment Proceeds from the sale of assets Net cash provided by (used in) investing activities Cash flows from financing activities: Proceeds from issuance of long-term debt Payments of long-term debt Payments on financing leases Change in other assets Purchase of treasury stock Preferred stock dividends paid Net cash used in financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents, beginning of year Cash and cash equivalents, end of year Supplemental disclosures of cash flow information: Cash paid during the year for: Interest Income taxes paid Noncash transactions: 2021 2020 $ 126,100 $ 52,335 32,375 30,933 16,650 15,529 (31,938) (13,086) 5,626 93 94 182 11,453 1,479 4,083 24,280 (33,290) 68,487 90,053 (4,332) (65,936) (13,509) (3,129) 183,180 127,317 (4,035) (71,431) (65,686) 73,688 22,529 2,257 (43,157) 478,059 494,098 (597,055) (542,778) (6,437) (6,321) (6,604) (17,125) (4,358) (12,673) (23) (23) (136,302) (84,938) 49,135 (778) 10,702 11,480 $ 59,837 $ 10,702 $ 22,692 5,094 $ 10,836 573 Investment in CraftAg. LLC via contribution of plant Property, plant and equipment issued under finance and operating leases Property, plant and equipment purchased on account $ See notes to consolidated financial statements. 16 - $ 7,975 3,749 10,843 754 19 Consolidated Statements of Stockholders' Equity Seneca Foods Corporation and Subsidiaries (In thousands, except share amounts) Additional Accumulated Other Preferred Common Stock Stock Paid-In Treasury Comprehensive Retained Loss Earnings Capital Stock Balance March 31, 2019 Net earnings Cash dividends paid on preferred stock Equity incentive program Contribution of 401(k) match Purchase of treasury stock Preferred stock conversion Operating lease impairment adjustment upon the adoption of ASU 2016-02 "Leases" (net of tax $673) Change in pension and postretirement benefits adjustment (net of tax $20,312) Balance March 31, 2020 Net earnings Cash dividends paid on preferred stock Equity incentive program Contribution of 401(k) match Purchase of treasury stock Preferred stock conversion Change in pension and postretirement $707 - - - - - (26) $ 3,039 - - - - - 2 $ 98,260 $ - - 100 - - 24 (75,740) - - - 94 (12,673) - $ (18,285 ) $ 409,504 - 52,335 (23) - - - - - - - - - - - - - - (2,019) - 681 - - - - - (18) - 3,041 - - - - - - - 98,384 - - 100 - - 18 - (88,319) - - - 1,479 (4,358) - (60,935 ) - (79,220 ) 459,797 - 126,100 (23) - - - - - - - - - benefits adjustment (net of tax $19,528) Balance March 31, 2021 - $663 - $ 3,041 - $ 98,502 $ - (91,198) 60,153 - $ (19,067 ) $ 585,874 Preferred Stock Common Stock 6% 10% Cumulative Cumulative Par Value $.25 Callable at Par Voting Par Value $.025 Convertible Participating Convertible Par Value Voting $.025 2003 Series Participating Convertible Par Value $.025 Class A Common Stock Par Value $.25 Class B Common Stock Par Value $.25 Shares authorized and designated: March 31, 2021 Shares outstanding: March 31, 2020 March 31, 2021 Stock amount 200,000 1,400,000 33,855 500 20,000,000 10,000,000 200,000 200,000 $50 807,240 807,240 $202 35,355 33,855 $403 500 7,383,993 1,733,902 500 7,353,545 1,709,638 $496 $2,545 $8 See notes to consolidated financial statements. 17 Notes to Consolidated Financial Statements Seneca Foods Corporation and Subsidiaries 1. Summary of Significant Accounting Policies Nature of Operations — Seneca Foods Corporation (the “Parent Company”) and subsidiaries (the “Company”) currently has 26 plants and 25 warehouses in eight states in support of its operations. The Company markets private label and branded packaged foods to retailers and institutional food distributors. Principles of Consolidation — The consolidated financial statements include the accounts for the Parent Company and all of its wholly-owned subsidiaries after elimination of intercompany transactions, profits, and balances. Revenue Recognition — Revenue recognition is completed primarily 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. See Note 4, Revenue Recognition, for further discussion of the policy. 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 sales, include amounts paid to retailers for shelf space, to obtain favorable display positions and to offer temporary price reductions for the sale of our products to consumers. Accruals for trade promotions are recorded primarily at the time of sale 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. Final determination of the permissible deductions may take extended periods of time. Concentration of Credit Risk — Financial instruments that potentially subject the Company to credit risk consist of trade receivables and interest-bearing investments. Wholesale and retail food distributors comprise a significant portion of the trade receivables; collateral is generally not required. A relatively limited number of customers account for a large percentage of the Company’s total net sales. The top ten customers represented approximately 50%, and 49% of net sales for 2021 and 2020, respectively. The Company closely monitors the credit risk associated with its customers. The Company places substantially all of its interest-bearing investments with financial institutions and monitors credit exposure. Cash and short- term investments in certain accounts exceed the federal insured limit; however, the Company has not experienced any losses in such accounts. Cash Equivalents — The Company considers all highly liquid instruments purchased with an original maturity of three months or less as cash equivalents. As of March 31, 2021, the Company had $47.4 million of cash and cash equivalents invested in a money market fund that invests in high-quality, short-term obligations that present minimal credit risk including U.S. government securities, demand notes of U.S. and foreign corporations, certificates of deposit and time deposits, and asset backed securities. There were no such investments as of March 31, 2020. Fair Value of Financial Instruments — The carrying values of cash and cash equivalents (Level 1), accounts receivable, short-term debt (Level 2) and accounts payable approximate fair value because of the immediate or short-term maturity of these financial instruments. See Note 11, Fair Value of Financial Instruments, for a discussion of the fair value of long-term debt. The three-tier value hierarchy is utilized to prioritize the inputs used in measuring fair value. The hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobserved inputs (Level 3). The three levels are defined as follows: ● Level 1- Quoted prices for identical instruments in active markets. ● Level 2- Quoted prices for similar instruments; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs or significant value-drivers are observable. ● Level 3- Model-derived valuations in which one or more inputs or value-drivers are both significant to the fair value measurement and unobservable. 18 Notes to Consolidated Financial Statements Cash and cash equivalents as of March 31, 2021 include an investment in a money market fund, which is classified within Level 1 of the fair value hierarchy because it has readily-available market prices in active markets that are publicly accessible at the measurement date. Deferred Financing Costs — Deferred financing costs incurred in obtaining debt are amortized on a straight-line basis over the term of the debt, which is not materially different than using the effective interest rate method. As of March 31, 2021 there were $0.9 million of unamortized financing cost included in other current assets and $0.1 million of unamortized financing costs included as a contra to long-term debt and current portion of long-term debt on the Consolidated Balance Sheets. Inventories — Substantially all inventories are stated at the lower of cost; determined under the last-in, first-out (“LIFO”) method; or market. Income Taxes — The provision for income taxes includes federal and state income taxes currently payable and those deferred because of temporary differences between the financial statement and tax basis of assets and liabilities and tax credit carryforwards. The Company uses the flow-through method to account for its investment tax credits. The Company evaluates the likelihood of realization of its net deferred income tax assets by assessing its valuation allowance and by adjusting the amount of such allowance, if necessary. The factors used to assess the likelihood of realization are the Company’s forecast of future taxable income, the projected reversal of temporary differences and available tax planning strategies that could be implemented to realize the net deferred income tax assets. Current rules on the accounting for uncertainty on income taxes prescribe a minimum recognition threshold for a tax position taken or expected to be taken in a tax return that is required to be met before being recognized in the financial statements. Those rules also provide guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company recognizes interest and penalties accrued on unrecognized tax benefits as well as interest received from favorable settlements within income tax expense. Assets Held for Sale—The Company classifies property and equipment as held for sale when certain criteria are met. At such time, the properties, including significant assets that are expected to be transferred as part of a sale transaction, are presented separately on the consolidated balance sheet at the lower of carrying value or estimated fair value less costs to sell and depreciation is no longer recognized. Assets classified as held for sale included buildings, land and equipment. Discontinued Operations — Discontinued operations comprise those activities that have been disposed of during the period or that have been classified as held for sale at the end of the period, and represent a separate major line of business or geographical area that can be clearly distinguished for operational and financial reporting purposes. In fiscal 2019, the Company sold its Modesto fruit operations and began reporting the results of operations, cash flows and the balance sheet amounts pertaining to this as a component of discontinued operations in the consolidated financial statements. Unless otherwise indicated, information in the notes to the consolidated financial statements relates to continuing operations. Advertising Costs — Advertising costs are expensed as incurred. Advertising costs charged to continuing operations were $1.8 million and $2.2 million in 2021 and 2020, respectively. Accounts Receivable and Doubtful Accounts — Accounts receivable is stated at invoice value, which is net of any off invoice promotions. A provision for doubtful accounts is recorded based upon an assessment of credit risk within the accounts receivable portfolio, experience of delinquencies (accounts over 15 days past due) and charge-offs (accounts removed from accounts receivable for expectation of non-payment), and current market conditions. Management believes these provisions are adequate based upon the relevant information presently available. Earnings per Common Share — The Company has three series of convertible preferred stock, which are deemed to be participating securities that are entitled to participate in any dividend on Class A common stock as if the preferred stock had been converted into common stock immediately prior to the record date for such dividend. Basic earnings per share for common stock is calculated using the “two-class” method by dividing the earnings attributable to common stockholders by the weighted average of common shares outstanding during the period. Restricted stock is included in all earnings per share calculations. 19 Notes to Consolidated Financial Statements Diluted earnings per share is calculated by dividing earnings attributable to common stockholders by the sum of the weighted average common shares outstanding plus the dilutive effect of convertible preferred stock using the “if-converted” method, which treats the contingently-issuable shares of convertible preferred stock as common stock. Years ended March 31, Continuing Operations Basic Continuing operations earnings Deduct preferred stock dividends Undistributed earnings Earnings attributable to participating preferred shareholders Earnings attributable to common shareholders Weighted average common shares outstanding Basic earnings from continuing operations per common share Diluted Earnings attributable to common shareholders Add dividends on convertible preferred stock Earnings attributable to common stock on a diluted basis Weighted average common shares outstanding-basic Additional shares to be issued related to the equity compensation plan Additional shares to be issued under full conversion of preferred stock Total shares for diluted Diluted earnings from continuing operations per share Years ended March 31, Discontinued Operations Basic Discontinued operations earnings Deduct preferred stock dividends Undistributed earnings Earnings attributable to participating preferred shareholders Earnings attributable to common shareholders Weighted average common shares outstanding Basic earnings from discontinued operations per common share Diluted Earnings attributable to common shareholders Add dividends on convertible preferred stock Earnings attributable to common stock on a diluted basis Weighted average common shares outstanding-basic Additional shares to be issued related to the equity compensation plan Additional shares to be issued under full conversion of preferred stock Total shares for diluted Diluted earnings from discontinued operations per share 2020 (In thousands, except per share amounts) 2021 $126,100 23 126,077 493 $125,584 9,088 13.82 $ $125,584 20 $125,604 9,088 3 67 9,158 13.72 $ $51,188 23 51,165 206 $50,959 9,264 5.50 $ $50,959 20 $50,979 9,264 2 67 9,333 5.46 $ 2020 (In thousands, except per share amounts) 2021 $ $ $ $ $ $ - - - - - - - - - - - - - - $ 1,147 23 1,124 5 $ 1,119 9,264 $ 0.12 $ 1,119 20 $ 1,139 9,264 2 67 9,333 $ 0.12 Depreciation and Valuation — Property, plant, and equipment are stated at cost. Interest incurred during the construction of major projects is capitalized. For financial reporting, the Company provides for depreciation on the straight-line method at rates based upon the estimated useful lives of the various assets. Depreciation was $27.1 million and $26.1 million, in 2021, and 2020, respectively. The estimated useful lives are as follows: buildings and improvements — 30 years; machinery and equipment — 10-15 years; computer software — 3-5 years; vehicles — 3-7 years; and land improvements — 10- 20 years. 20 Notes to Consolidated Financial Statements The Company assesses its long-lived assets for impairment whenever there is an indicator of impairment. Impairment losses are evaluated if the estimated undiscounted cash flows from using the assets are less than carrying value. A loss is recognized when the carrying value of an asset exceeds its fair value. Additionally, the Company’s assesses the potential for an other-than-temporary impairment of its equity method investment when impairment indicators are identified. The Company considers all available information, including the recoverability of the investment, the earnings and near-term prospects of the investment, factors related to the industry, amongst others relevant information. If an investment is considered to be impaired and the decline in value is other than temporary, an impairment charge is recorded. During 2021, the Company recorded an other-than-temporary impairment charge of $9.7 million to its equity method investment representing the difference between the carrying value of the Company’s investment and its proportionate share of the investment’s fair value. This charge was included in “Loss from equity investment” in the Company’s Consolidated Statements of Net Earnings. There were no significant impairment losses in 2020. Use of Estimates in the Preparation of Financial Statements — The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the related revenues and expenses during the reporting period. Actual amounts could differ from those estimates. Recently Issued Accounting Standards — In August 2018, the FASB issued ASU No. 2018-14, Compensation— Retirement Benefits—Defined Benefit Plans—General (Topic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans, which modifies the disclosure requirements for defined benefit pension plans and other postretirement plans. ASU 2018-14 became effective for annual periods ending after December 15, 2020. The Company adopted the standard for its fiscal year ended March 31, 2021 and the adoption of ASU 2018-14 did not have an impact on the consolidated financial statements as this ASU only modified disclosure requirements. See Note 10 “Retirement Plants” and related disclosures. In May 2020, the SEC issued a final rule that amends the financial statement requirements for acquisitions and dispositions of businesses. The amendments primarily relate to disclosures required by Rule 3-05 and Article 11 of Regulation S-X. Among other things, the final rule modifies the tests provided in Rule 1-02(w) of Regulation S-X used to determine whether a subsidiary or an acquired or disposed business is significant. The amendments took effect January 1, 2021 and the Company elected not to early adopt the provisions of the final rule prior to that date. Therefore the final rule became effective January 1, 2021 and did not impact the Company’s financial statement disclosures in fiscal 2021. In March 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting which provides optional guidance for a limited time to ease the potential accounting burden associated with the expected market transition away from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. LIBOR is used to determine interest expense related to the Company’s Revolver, which matures in 2026. This update was effective starting March 12, 2020 and the Company may elect to apply the amendments prospectively through December 31, 2022. We are currently evaluating the effect that ASU 2020-04 will have on our consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU No. 2019-12 to simplify the accounting for income taxes by removing certain exceptions to the general principles and simplify areas such as franchise taxes, step-up in tax basis goodwill, separate entity financial statements and interim recognition of enacted tax laws or rate changes. The new standard will be effective for the Company in the first quarter fiscal year 2022. We are currently evaluating the effect that the new standard will have on the Company’s financial position, results of operations and related disclosures. In June 2016, the FASB issued ASU No. 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 No. 2016-13 will require entities to estimate lifetime expected credit losses for trade and other receivables along with other financial instruments which will result in earlier recognition of credit losses. Further, the new credit loss model will affect how entities in all industries estimate their allowance for losses for receivables that are current with respect to their payment terms. In November 2019, the FASB issued ASU No. 2019-10, which, among other things, deferred the application of the new guidance on credit losses for smaller reporting companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. This guidance will be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the first 21 Notes to Consolidated Financial Statements reporting period in which the guidance is effective (i.e., a modified-retrospective approach). Under the above-mentioned deferral, the Company expects to adopt ASU No. 2016-03, and the related ASU No. 2018-19 amendments, beginning as of April 1, 2023 and is in the process of assessing the impact, if any, that this new guidance is expected to have on the Company’s results of operations, financial condition and/or financial statement disclosures. Reclassifications — Certain previously reported amounts have been reclassified to conform to the current period classification. 2. Assets Held For Sale As of March 31, 2021, the Company has certain non-operating units in the Midwest and equipment in the Northwest that have met the criteria to be classified as held for sale, which requires the Company to present the related assets and liabilities as separate line items in our Condensed Consolidated Balance Sheet. The Company recorded a charge of $0.6 million in fiscal 2021 in order to properly reflect the carrying value of the assets held for sale as equal to the lower of carrying value or fair value less costs to sell. The following table presents information related to the major classes of assets and liabilities that were held for sale in our Condensed Consolidated Balance sheets (in thousands): March 31, 2021 Property, Plant and Equipment (net) Current Assets Held For Sale $ 8,656 $ 8,656 3. Discontinued Operations On July 13, 2018, the Company executed a nonbinding letter of intent with a perspective buyer of the Modesto facility. On October 9, 2018, the Company closed on the sale of the facility to this outside buyer with net proceeds of $63,326,000. Based on its magnitude of revenue to the Company (approximately 15%) and because the Company was exiting the production of peaches, this sale represented a significant strategic shift that has a material effect on the Company’s operations and financial results. Accordingly, the Company has applied discontinued operations treatment for this sale as required by Accounting Standards Codification 210-05—Discontinued Operations. This business we are exiting is part of the Fruit and Vegetable segment. The following table presents information related to the major classes of assets and liabilities of Modesto that are classified as Held For Sale-Discontinued Operations in the Company's Consolidated Condensed balance sheets (in thousands): March 31, 2021 March 31, 2020 Other Current Assets Current Assets Held For Sale-Discontinued Operations Other Assets Noncurrent Assets Held For Sale-Discontinued Operations Accounts Payable and Accrued Expenses Current Liabilities Held For Sale-Discontinued Operations $ 338 $ 338 $ 778 $ 778 $ $ - - $ 182 $ 182 $1,026 $1,026 $ 880 $ 880 22 Notes to Consolidated Financial Statements The operating results of the discontinued operations that are reflected in the Unaudited Condensed Consolidated Statements of Net Earnings from discontinued operations are as follows (in thousands): Twelve Months Ended March 31, 2021 March 31, 2020 - - $ $ - - - - - - - - - 57 - (1,150) - (1,093) 1,093 (430) 376 $ 1,147 Net Sales Costs and Expenses: Cost of Product Sold Selling, General and Administrative Plant Restructuring Charge (a) Interest Expense Total cost and expenses Earnings From Discontinued Operations Before Income Taxes Gain on the Sale of Assets Before Income Taxes Income Tax Expense Net Earnings From Discontinued Operations, Net of Tax $ (a) Includes $902,000 credit for pension termination in fiscal 2020. 4. Revenue Recognition The Company applies the provisions of ASC 606-10, Revenue from Contracts with Customers, and recognizes revenue under the core principle to depict the transfer of products to customers in an amount reflecting the consideration the Company expects to receive. The Company conducts its business almost entirely in food packaging, which contributed approximately 98% of the Company's fiscal year 2021 net sales. Nature of products The Company manufactures and sells the following: • private label products to retailers, such as supermarkets, mass merchandisers, and specialty retailers, for resale under the retailers’ own or controlled labels; • private label and branded products to the foodservice industry, including foodservice distributors and national restaurant operators; • branded products under our own proprietary brands, primarily on a national basis to retailers; • branded products under co-pack agreements to other major branded companies for their distribution; and • products to our industrial customer base for repackaging in portion control packages and for use as ingredients by other food manufacturers. 23 Notes to Consolidated Financial Statements Disaggregation of revenue In the following table, segment revenue is disaggregated by product category groups (in thousands): Canned Vegetables Frozen Fruit Products Prepared Foods Chip Products Other Total Year Ended March 31, 2021 March 31 ,2020 $ 986,080 119,044 97,393 105,044 11,475 16,733 $ 1,335,769 $ 1,172,635 102,339 88,289 71,866 10,999 21,516 $ 1,467,644 When Performance Obligations Are Satisfied A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account for revenue recognition. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company’s primary performance obligation is the production of food products and secondarily case and labeling services and storage services for certain bill and hold sales. Revenue recognition is completed primarily 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. Customer contracts generally do not include more than one performance obligation. When a contract does contain more than one performance obligation, we allocate the contract’s transaction price to each performance obligation based on its relative standalone selling price. The standalone selling price for each distinct good is generally determined by directly observable data. The performance obligations in our contracts are generally satisfied within one year. As such, we have not disclosed the transaction price allocated to remaining performance obligations for labeling and storage as of March 31, 2021 which is included in deferred revenue on the consolidated balance sheet. Significant Payment Terms Our customer contracts identify the product, quantity, price, payment and final delivery terms. Payment terms usually include early pay discounts. We grant payment terms consistent with industry standards. Although some payment terms may be more extended, no terms beyond one year are granted at contract inception. As a result, we do not adjust the promised amount of consideration for the effects of a significant financing component because the period between our transfer of a promised good or service to a customer and the customer’s payment for that good or service will be generally 30 days or less. Shipping All shipping and handling costs associated with outbound freight are accounted for as fulfillment costs and are included in the cost of sales; this includes shipping and handling costs after control over a product has transferred to a customer. Variable Consideration In addition to fixed contract consideration, some contracts include some form of variable consideration. 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 sales, include amounts paid to retailers for shelf space, to obtain favorable display positions and to offer temporary price reductions for the sale of our products to consumers. Accruals for trade promotions are recorded primarily at the time of sale to the retailer based on expected levels of performance. Settlement of these liabilities typically occurs in subsequent periods primarily through an authorized process 24 Notes to Consolidated Financial Statements 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. Final determination of the permissible deductions may take extended periods of time. Contract balances The contract asset balances are $0.9 million and $7.6 million as of March 31, 2021 and 2020, respectively. The contract liability balance is immaterial. The Company does not have significant deferred revenue or unbilled receivable balances because of transactions with customers. The Company does have deferred revenue for prepaid case and labeling and storage services which have been collected from bill and hold sales. Contract Costs We have identified certain incremental costs to obtain a contract, primarily sales commissions, requiring capitalization under the new standard. The Company continues to expense these costs as incurred because the amortization period for the costs would have been one year or less. The Company does not incur significant fulfillment costs requiring capitalization. 5. 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 as of March 31, 2021 was $1.0 million and is included in Long-Term Debt in the accompanying 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. 6. Long-Term Debt Revolving credit facility, 1.38% and 2.59%, due through 2026 Farm Credit term loan, 3.30% and 4.54%, due 2026 Bluegrass tax exempt bonds, 0% and 3.01% Economic development note, 2.00%, due through 2022 Other Total Less current portion Long-term debt 2020 2021 (In thousands) $ 1,000 $ 106,924 96,869 99,941 - 10,000 500 216 98,585 217,581 500 4,500 $94,085 $ 217,081 500 216 See Note 5, Revolving Credit Facility, for discussion of the Revolver. The Company’s debt agreements, including the Revolver and term loan, contain customary affirmative and negative covenants that restrict, with specified exceptions, the Company’s ability to incur additional indebtedness, incur liens, pay dividends on the Company’s capital stock, make other restricted payments, including investments, transfer all or substantially all of the Company’s assets, enter into consolidations or mergers, and enter into transactions with affiliates. The Company’s debt agreements also require the Company to meet certain financial covenants including a minimum EBITDA and minimum tangible net worth. The Revolver contains borrowing base requirements related to accounts receivable and inventories and also requires the Company to meet a financial covenant related to a minimum fixed charge coverage ratio if (a) an event of 25 Notes to Consolidated Financial Statements default has occurred or (b) availability on the Revolver is less than the greater of (i) 10% of the commitments then in effect and (ii) $25,000,000. The most restrictive financial covenant in the debt agreements is the minimum EBITDA within the Farm Credit term loan which for fiscal year end 2021 will be greater than $50 million. The Company computes its financial covenants as if the Company were on the FIFO method of inventory accounting. The Company has met all such financial covenants as of March 31, 2021. The Company's debt agreements limit the payment of dividends and other distributions. There is an annual total distribution limitation of $50,000, less aggregate annual dividend payments totaling $23,000 that the Company presently pays on two outstanding classes of preferred stock. On May 28, 2020 the Company entered into an Amended and Restated Loan and Guaranty Agreement with Farm Credit East, ACA that provides for a $100.0 million unsecured term loan. The amended and restated agreement with Farm Credit East has a maturity date of June 1, 2025 and converted the term loan to a fixed interest rate rather than a variable interest rate in addition to requiring quarterly principal payments of $1.0 million, which commenced during fiscal 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. The carrying value of assets pledged for secured debt, including the Revolver, is $508.2 million. Debt repayment requirements for the next five fiscal years are (in thousands): Years ending March 31: 2022 2023 2024 2025 2026 Thereafter Total 7. Leases $ 4,500 4,000 4,000 4,000 81,869 216 $ 98,585 The Company determines if an arrangement is a lease at inception of the agreement. Operating leases are included in right- of-use operating assets, current portion of long-term debt and lease obligations, and noncurrent operating lease obligations in the Company’s Consolidated Balance Sheets. Lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. If the lease does not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The right-of-use operating lease assets also include in its calculation any prepaid lease payments made and excludes any lease incentives received from the arrangement. The Company’s lease terms may include options to extend or terminate the lease, and the impact of these options are included in the lease liability and lease asset calculations 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 nonlease components for its leases when it is impractical to separate the two, such as leases with variable payment arrangements. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company has operating leases for land, machinery and equipment. The Company also has finance leases for machinery and equipment. The commencement date used for the calculation of the lease obligation is the latter of April 1, 2019 or the lease start date. Certain of the leases have options to extend the life of the lease, which are included in the liability calculation when the option is at the sole discretion of the Company and it is reasonably certain that the Company will exercise the option. In addition, the Company has 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 are not material. 26 Notes to Consolidated Financial Statements Upon adoption of ASU 2016-02, the Company determined its right-of-use assets related to the operating leases for its plant equipment in Sunnyside, Washington were partially impaired and therefore were reduced with a corresponding charge to retained earnings of $2,019,000 (which is net of tax). The estimated lives of these assets were shortened to align with the closure of the facility. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The components of lease expense were as follows (In thousands): Year Ended March 31, 2021 March 31, 2020 Year Ended Lease cost: Amortization of right of use asset Interest on lease liabilities Finance lease cost Operating lease cost Total lease cost Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases Operating cash flows from operating leases Financing cash flows from finance leases Total Right-of-use assets obtained in exchange for new finance lease liabilities Right-of-use assets obtained in exchange for new operating lease liabilities Weighted-average lease term (years): Financing leases Operating leases Weighted-average discount rate (percentage): Financing leases Operating leases $ 4,746 1,102 5,848 23,736 $ 29,584 $ 1,102 23,864 6,321 $ 31,287 $ 1,740 $ 2,009 4.5 3.5 4.1 4.4 $ 4,335 1,353 5,688 30,190 $ 35,878 $ 1,353 29,845 6,437 $ 37,635 $ 4,424 $ 6,419 5.3 3.8 4.1 4.5 27 Notes to Consolidated Financial Statements Undiscounted future lease payments under non-cancelable operating leases and financial leases, along with a reconciliation of undiscounted cash flows to operating and financing lease liabilities, respectively, as of March 31, 2021 were as follows (in thousands): Years ending March 31: 2022 2023 2024 2025 2026 2027-2032 Total minimum payment required Less interest Present value of minimum lease payments Amount due within one year Long-term lease obligation Operating $ 18,606 14,042 7,118 3,572 1,729 3,151 $ 48,218 3,402 44,816 17,047 $ 27,769 Financing $ 7,665 7,665 6,096 2,713 1,625 2,786 $ 28,550 2,540 26,010 6,778 $ 19,232 Undiscounted future lease payments under non-cancelable operating leases and financial leases, along with a reconciliation of undiscounted cash flows to operating and financing lease liabilities, respectively, as of March 31, 2020 were as follows (in thousands): Years ending March 31: 2021 2022 2023 2024 2025 2026-2031 Total minimum payment required Less interest Present value of minimum lease payments Amount due within one year Long-term lease obligation Operating $ 23,896 18,820 13,022 6,510 3,023 4,597 $ 69,868 5,559 64,309 21,549 $ 42,760 Financing $ 7,313 7,313 7,313 5,786 2,395 3,995 $ 34,115 3,524 30,591 6,225 $ 24,366 28 Notes to Consolidated Financial Statements 8. Income Taxes The Company files a consolidated federal and various state income tax returns. The provision for income taxes is as follows (in thousands): Current: Federal State Total Deferred: Federal State Total Total income taxes (1) 2021 2020 $ 13,121 $ (1,912) 1,187 (725) 4,145 17,266 3,164 $ 13,486 $ 14,251 1,278 16,650 15,529 $ 33,916 $ 14,804 (1) Income tax expense (benefit) included in the financial statements is comprised of $14.4 million from continuing operations and $0.4 million from discontinued operations in 2020. There was no income tax effect in 2021 as a result of discontinued operations. A reconciliation for continuing operations of the expected U.S. statutory rate to the effective rate follows: Computed (expected tax rate) State income taxes (net of federal tax benefit) Federal credits Addition/(reduction) to uncertain tax positions Other permanent differences not deductible Change in valuation allowance Tax law change Federal NOL carryback rate difference Other Effective income tax rate 2021 21.0 % 3.1 (0.3 ) (0.1 ) - 0.2 - (2.8 ) 0.1 21.2 % 2020 21.0 % 2.8 (0.8 ) 0.3 0.2 0.7 (2.8 ) - 0.6 22.0 % The effective tax rate was 21.2% and 22.0% in 2021 and 2020, respectively. On March 27, 2020, The Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted. The CARES Act, among other things, allows NOLs incurred in taxable years beginning after December 31, 2017 and before January 01, 2021 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The Company was able to carryback the NOL generated in the 2019 tax year at a 21% corporate tax rate to the 2015 tax year at a 35% corporate tax rate. The tax rate difference realized for the NOL carryback decreased the Company’s effective tax rate by 2.8% in 2021 as compared to the prior year. The 2020 overall effective tax rate included a 2.8% rate benefit that was realized during 2020 as a result of tax law changes. This rate benefit due to a tax law change did not impact 2021. The NOL carrybacks resulted in a benefit of $4.5 million and $1.7 million in 2021 and 2020, respectively. 29 Notes to Consolidated Financial Statements The following is a summary of the significant components of the Company's deferred income tax assets and liabilities as of March 31: Deferred income tax assets: Future tax credits Inventory valuation Restructuring reserve Employee benefits Insurance Other comprehensive loss Interest Prepaid revenue Other Equity investment basis difference Net operating loss and other tax attribute carryovers Total assets Deferred income tax liabilities: Property basis and depreciation difference Intangibles Equity investment basis difference Right of use assets Pension Total liabilities Valuation allowance - non-current Net deferred income tax (liability)/asset 2021 2020 (In thousands) $ 5,884 2,204 - 2,063 685 6,511 4 463 815 1,589 85 20,303 17,975 33 - 4,371 21,556 43,935 4,674 $ (28,306) $ 5,581 163 220 2,219 616 26,562 24 565 186 - 2,233 38,369 12,664 208 1,239 4,373 7,540 26,024 4,473 $ 7,872 Net non-current deferred income tax liabilities of $28.3 million as of March 31, 2021 and net non-current deferred income tax assets of $7.9 million as of March 31, 2020 are recognized in the Consolidated Balance Sheets. The Company has State tax credit carryforwards amounting to $1.5 million (California, net of Federal impact), $2.1 million (New York, net of Federal impact), and $2.3 million (Wisconsin, net of Federal impact), which are available to reduce future taxes payable in each respective state through 2036 (Wisconsin), through 2036 (New York), and through 2028 (California). The Company has performed the required assessment regarding the realization of deferred tax assets and at March 31, 2021, the Company has recorded a valuation allowance amounting to $4.7 million, which relates primarily to tax credit carryforwards which management has concluded it is more likely than not they will not be realized in the ordinary course of operations. Although realization is not assured, management has concluded that it is more likely than not that the deferred tax assets for which a valuation allowance was determined to be unnecessary will be realized in the ordinary course of operations. The amount of net deferred tax assets considered realizable, however, could be reduced if actual future income or income taxes rates are lower than estimated or if there are differences in the timing or amount of future reversals of existing taxable or deductible temporary differences. 30 Notes to Consolidated Financial Statements Current rules on the accounting for uncertainty on income taxes prescribe a minimum recognition threshold for a tax position taken or expected to be taken in a tax return that is required to be met before being recognized in the financial statements. Those rules also provide guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company classifies the liability for uncertain tax positions in other accrued expenses or other long-term liabilities depending on their expected settlement. The change in the liability for the years ended March 31, 2021 and 2020 consists of the following: Beginning balance 2021 2020 (In thousands) $ 2,065 $ 396 Tax positions related to current year: Additions 279 1,123 Tax positions related to prior years: Additions Reductions Lapses in statues of limitations Balance as of March 31, 34 (1,626) (376) 376 $ 569 (16) (7) $2,065 As of March 31, 2021 and 2020 unrecognized tax benefits include $0.0 million and $1.6 million of tax positions that are highly certain but for which there is uncertainty about the timing. Due to the new regulations issued in 2021 the position is no longer uncertain and the 2021 decrease is the reversal of the tax liability related to the UTB created in prior years. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of these positions would not impact the annual effective tax rate but would accelerate the payment of cash to the tax authority to an earlier period. The Company recognizes interest and penalties accrued on unrecognized tax benefits as well as interest received from favorable settlements within income tax expense. During the years ended March 31, 2021 and 2020, the Company recognized approximately $0.2 million decrease and $0.2 million increase, respectively, in interest and penalties. As of March 31, 2021 and 2020, the Company had approximately $0.0 million and $0.2 million of interest and penalties accrued, respectively, associated with unrecognized tax benefits. Although management believes that an adequate position has been made for uncertain tax positions, there is the possibility that the ultimate resolution could have an adverse effect on the earnings of the Company. Conversely, if resolved favorably in the future, the related provisions would be reduced, thus having a positive impact on earnings. During 2021 the statute of limitations lapsed on one uncertain tax position. The lapse results in the position no longer being uncertain. As a result of the statute of limitations lapse and in accordance with its accounting policies, the Company recorded a decrease to the liability and a decrease to tax expense of $0.4 million. The federal income tax returns for years after March 31, 2015 are open because we claimed a refund on the 3/31/16 taxable income. The tax year ending March 31, 2017 is currently under audit with the IRS. 9. Stockholders’ Equity Preferred Stock — The Company has authorized three classes of preferred stock consisting of 200,000 shares of Six Percent (6%) Voting Cumulative Preferred Stock, par value $0.25 (“6% Preferred”); 30,000 shares of Preferred Stock Without Par Value to be issued in series by the Board of Directors, none of which are currently designated or outstanding; and 8,200,000 shares of Preferred Stock with $.025 par value, Class A, to be issued in series by the Board of Directors (“Class A Preferred”). The Board of Directors has designated four series of Class A Preferred including 10% Cumulative Convertible Voting Preferred Stock—Series A (“Series A Preferred”); 10% Cumulative Convertible Voting Preferred Stock—Series B (“Series B Preferred”); Convertible Participating Preferred Stock; and Convertible Participating Preferred Stock, Series 2003. 31 Notes to Consolidated Financial Statements The Convertible Participating Preferred Stock and Convertible Participating Preferred Stock, Series 2003 are convertible at the holders’ option on a one-for-one basis into shares of Class A Common Stock, subject to antidilution adjustments. These series of preferred stock have the right to receive dividends and distributions at a rate equal to the amount of any dividends and distributions declared or made on the Class A Common Stock. No dividends were declared or paid on this preferred stock in fiscal 2021 or 2020. In addition, these series of preferred stock have certain distribution rights upon liquidation. Upon conversion, shares of these series of preferred stock become authorized but unissued shares of Class A Preferred and may be reissued as part of another series of Class A Preferred. As of March 31, 2021, the Company has an aggregate of 6,765,645 shares of non-designated Class A Preferred authorized for issuance. The Convertible Participating Preferred Stock has a liquidation preference of $12 per share and a stated value of $11.931 per share. There were 33,855 shares outstanding as of March 31, 2021 and 1,500 conversions during the year. The Convertible Participating Preferred Stock, Series 2003 was issued as partial consideration of the purchase price in the Chiquita Processed Foods acquisition. The 967,742 shares issued in that 2003 acquisition were valued at $16.60 per share which represented the then market value of the Class A Common Stock into which the preferred shares were immediately convertible. This series has a liquidation preference of $15.50 per share and has 500 shares outstanding as of March 31, 2021. There are 407,240 shares of Series A Preferred outstanding as of March 31, 2021which are convertible into one share of Class A Common Stock and one share of Class B Common stock for every 20 shares of Series A Preferred. There are 400,000 shares of Series B Preferred outstanding as of March 31, 2021 which are convertible into one share of Class A Common Stock and one share of Class B Common Stock for every 30 shares of Series B preferred. There are 200,000 shares of 6% Preferred outstanding as of March 31, 2021 which are callable at their par value at any time at the option of the Company. The Company paid dividends of $20,000 on the Series A and Series B Preferred and $3,000 on the 6% Preferred during each of fiscal 2021 and 2020. Common Stock — The Class A Common Stock and the Class B Common Stock have substantially identical rights with respect to any dividends or distributions of cash or property declared on shares of common stock, and rank equally as to the right to receive proceeds on liquidation or dissolution of the Company after payment of the Company’s indebtedness and liquidation right to the holders of preferred shares. However, holders of Class B Common Stock retain a full vote per share, whereas the holders of Class A Common Stock have voting rights of 1/20th of one vote per share on all matters as to which shareholders of the Company are entitled to vote. During 2021, there were no shares of Class B Common Stock issued in lieu of cash compensation under the Company's Profit Sharing Bonus Plan. Unissued shares of common stock reserved for conversion privileges of designated non-participating preferred stock were 33,695 of both Class A and Class B as of March 31, 2021 and 2020. Additionally, there were 34,355 and 35,855 shares of Class A reserved for conversion of the Participating Preferred Stock as of March 31, 2021 and 2020, respectively. Treasury Stock — During 2021 the Company repurchased $4.4 million, or 89,731 shares of its Class A Common Stock and none of its Class B Common Stock. As of March 31, 2021, there is a total of $91.2 million, or 3,103,547 shares, of repurchased stock. These shares are not considered outstanding. The Company contributed $1.5 million or 28,276 treasury shares for the 401(k) match in 2021 as described in Note 10, Retirement Plans. 32 Notes to Consolidated Financial Statements 10. Retirement Plans The Company has a noncontributory defined benefit pension plan (the “Plan”) covering most employees who meet certain age-entry requirements and work a stated minimum number of hours per year. The Plan was amended to freeze accruals to new hires and rehires effective January 1, 2020. Annual contributions made to the Plan are sufficient to satisfy legal funding requirements. The following tables provide a reconciliation of the changes in the Plan’s benefit obligation and fair value of plan assets over the two-year period ended March 31, 2021 and a statement of the funded (unfunded) status as of March 31, 2021 and 2020: Change in Benefit Obligation Benefit obligation at beginning of year Service cost Interest cost Liability gain due to curtailment Actuarial loss Benefit payments and expenses Benefit obligation at end of year Change in Plan Assets Fair value of plan assets at beginning of year Actual return on plan assets Employer contributions Benefit payments and expenses Fair value of plan assets at end of year Funded (Unfunded) Status 2021 2020 (In thousands) $278,227 $ 250,461 9,244 9,326 9,064 9,266 (1,114) - 20,146 17,712 (28,468 ) (9,574) $286,063 $ 278,227 $202,485 $ 233,112 (46,325) 103,166 26,000 73,000 (29,737 ) (10,302) $348,914 $ 202,485 $ 62,851 $ (75,742) The funded status increased by $138.6 million during 2021 reflecting the actual fair value of plan assets and the projected benefit obligation as of March 31, 2021. This funded status increase was recognized via the actual gain on plan assets and the decrease in accumulated other comprehensive loss of $59.8 million after the income tax expense of $19.9 million. During fiscal years 2021 and 2020, the actuarial loss in the pension plan’s projected benefit obligation was primarily driven by data revisions resulting in demographic losses as well as a decline in discount rates. Additionally, the Society of Actuaries released an updated mortality table for fiscal year 2020 and an updated mortality projection scale for both fiscal years 2020 and 2021 which partially offset the actuarial loss. Plan assets increased from $202.5 million as of March 31, 2020 to $348.9 million as of March 31, 2021 due primarily to a gain on plan assets of $103.2 million and a $73.0 million contribution by the Company. Amounts Recognized in Accumulated Other Comprehensive Pre-Tax Loss 2021 (In thousands) 2020 Prior service cost Net loss Accumulated other comprehensive pre-tax loss 33 $ (258) $ (349) (26,265) (105,866) $ (26,523) $ (106,215) Notes to Consolidated Financial Statements Accumulated Other Comprehensive Loss Balance at March 31, 2020 Other comprehensive income Balance at March 31, 2021 Pension and post retirement plan adjustments, net of tax (In thousands) $(79,220) 60,153 $(19,067) The following table provides the components of net periodic benefit cost for the Plan for fiscal years 2021 and 2020: 2021 2020 (In thousands) Service cost including administration Interest cost Expected return on plan assets Amortization of net loss Prior service cost Net periodic benefit cost Settlement/curtailment expense Net periodic benefit cost with curtailment $ 10,627 $ 9,266 (15,804 ) 9,919 91 $ 14,099 $ - $ 14,099 $ 9,935 9,064 (16,746) 579 120 2,952 118 3,070 The Company utilizes a full yield curve approach in the estimation of net periodic benefit cost components by applying the specific spot rates along the yield curve used in determination of the benefit obligation to their underlying projected cash flows. Prior service costs are amortized on a straight-line basis over the average remaining service period of active participants. Gains and losses in excess of 10% of the greater of the benefit obligation and the market-related value of assets are amortized over the average remaining service period of active participants. 34 Notes to Consolidated Financial Statements The assumptions used to measure the Company’s benefit obligation and pension expense are shown in the following table: Weighted Average Assumptions for Balance Sheet Liability at End of Year: Discount rate - projected benefit obligation Rate of compensation increase Mortality table 2021 2020 3.43% 3.00% 3.69% 3.00% Pri-2012 Blue Collar Generational Table Improvement Scale MP-2020 Pri-2012 Blue Collar Generational Table Improvement Scale MP-2019 Weighted Average Assumptions for Benefit Cost at Beginning of Year: Discount rate - benefit obligations Discount rate - interest cost Discount rate - service cost Discount rate - interest on service cost Expected return on plan assets Rate of compensation increase The Company's plan assets consist of the following: 3.69% 3.30% 3.87% 3.43% 7.25% 3.00% 4.14% 3.74% 4.34% 3.69% 7.25% 3.00% Target Percentage of Plan Allocation Assets at March 31, 2020 2022 2021 Plan Assets Equity securities Debt securities Real estate Cash Total 50% 50% - - 100% 48% 50% - 2% 100% 97% - - 3% 100% All securities, which are valued at fair market value, are considered to be level 1, due to their public active market. Expected Return on Plan Assets For fiscal 2021, the expected long term rate of return on Plan assets was 7.25%. The Company expected 7.25% to fall within the 35 to 65 percentile range of returns on investment portfolios with asset diversification similar to that of the Plan's target asset allocation for fiscal 2021. The Company will review the long term rate of return on Plan assets for fiscal 2022 in light of changes that were made to the asset allocation in March of 2021. Investment Policy and Strategy Historically, the Company maintained an investment policy designed to achieve a long-term rate of return by investing in a diversified portfolio of public company equities seeking to provide long-term growth consistent with the performance of relevant market indices, as well as maintain an adequate level of liquidity for pension distributions as they fall due. The Company is currently in the process of reviewing its investment policy and shifting towards more liability-driven investments to reduce the ongoing volatility of the Plan’s funded status. As an initial step, in March 2021, the Company adjusted the allocation of the Plan assets by moving 50% of the assets into liability-hedging investment grade fixed income investments, 35 Notes to Consolidated Financial Statements while maintaining 50% of the assets in diversified public company equities. Additionally, in FY 2022, the Company intends to implement a glide path approach that will adjust the asset allocation as the Plan’s funded status changes, with more assets being allocated to fixed income investments as the funded status improves to continue to reduce the Plan’s funded status volatility. Cash Flows Expected contributions for fiscal year ending March 31, 2022 (in thousands): Expected Employer Contributions Expected Employee Contributions $ $ - - Estimated future benefit payments reflecting expected future service for the fiscal years ending March 31 (in thousands): 2022 2023 2024 2025 2026 2027-2031 401(k) Plans $ 11,178 11,290 11,913 12,640 13,342 75,496 The Company also has employees’ savings 401(k) plans covering all employees who meet certain age-entry requirements and work a stated minimum number of hours per year. Participants may make contributions up to the legal limit. The Company’s matching contributions are discretionary. Costs charged to operations for the Company’s matching contributions amounted to $1.6 million and $0.4 million in fiscal 2021 and 2020, respectively. In fiscal 2021 and 2020, the matching contribution was entirely treasury stock. This stock portion of the matching contribution is valued at current market value while the treasury stock is valued at cost. Unfunded Deferred Compensation Plan The Company sponsors an unfunded nonqualified deferred compensation plan to permit certain eligible employees to defer receipt of a portion of their compensation to a future date. This plan was designed to compensate the plan participants for any loss of company contributions under the 401(k) plans. The total cost for this plan was not significant in fiscal 2021 or 2020. 11. Fair Value of Financial Instruments The carrying amount and estimated fair values of the Company's debt are summarized as follows (in thousands): 2021 2020 Carrying Estimated Carrying Estimated Amount Fair Value Amount Fair Value Long-term debt, including current portion $ 98,585 $ 97,226 $ 217,581 $ 217,559 The estimated fair value for long-term debt 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 which is Level 2 from the fair value hierarchy. Since quoted prices for identical instruments in active markets are not available (Level 1), the Company makes use of observable market based inputs to calculate fair value, which is Level 2. 36 Notes to Consolidated Financial Statements 12. Inventories Effective December 30, 2007, the Company changed its inventory valuation method from the lower of cost, determined under the FIFO method, or market to the lower of cost, determined under the LIFO method, or market. In the high inflation environment that the Company was experiencing, the Company believed that the LIFO inventory method was preferable over the FIFO method because it better compares the cost of current production to current revenue. The effect of LIFO was to increase continuing net earnings by $11.7 million and $12.8 million in 2021 and 2020, respectively, compared to what would have been reported using the FIFO inventory method. The increase in earnings per share was $1.29 ($1.28 diluted) and $1.38 ($1.37 diluted) in 2021 and 2020, respectively. There was a LIFO liquidation of $6.6 million in 2020, which eliminated all but the base LIFO layer as of March 31, 2020. There were no LIFO liquidations in 2021 as only the base LIFO layer remains. The inventories by category and the impact of using the LIFO method are shown in the following table (in thousands): Finished products In process Raw materials and supplies Less excess of FIFO cost over LIFO cost Total inventories 2021 2020 $ 317,654 $ 351,251 31,173 173,474 555,898 144,267 $ 343,144 $ 411,631 25,175 128,987 471,816 128,672 13. Other Operating Income and Expense Other operating income in 2021 includes a gain on the sale of the prepared food business of $34.8 million. Additionally the company recorded a loss of $0.8 million on the disposal of equipment from a sold Northwest plant, a loss on the sale of unused fixed assets of $0.4 million, a loss of $3.2 million on the disposition of equipment that was previously held for sale, and a charge of $0.2 for severance. The company also recorded a charge of $1.2 million for a supplemental early retirement plan. Other operating income in 2020 includes a gain on the partial sale of a plant in the Midwest of $3.3 million and a gain on the sale of a plant in the Northwest of $8.2 million. The Company also recorded a gain on the sale of unused fixed assets of $1.2 million. 37 Notes to Consolidated Financial Statements 14. Segment Information The Company manages its business on the basis of three reportable segments — the primary segment is the packaging and sale of fruits and vegetables, secondarily, the packaging and sale of prepared food products, third, the sale of snack products and finally, other products. The Company markets its product almost entirely in the United States. Export sales represented 6.5% of total sales in both 2021 and 2020. “Other” in the table below represents activity related to can sales, trucking, seed sales, and flight operations. Fruit and Prepared Vegetable Foods Snack (In thousands) Other Total 2021: Net sales Operating income Identifiable assets Capital expenditures Depreciation and amortization $ 1,363,263 $ 71,866 1,967 175,810 51,803 853,602 1,451 67,963 2,299 29,534 $ 10,999 705 2,054 508 194 $ 21,516 $1,467,644 2,585 181,067 773 908,232 71,450 32,376 1,528 349 2020: Net sales Operating income (loss) Identifiable assets Capital expenditures Depreciation and amortization $ 1,202,528 $ 105,044 3,774 51,803 2,122 3,564 65,921 853,438 63,543 26,486 $ 11,475 837 2,054 19 207 (8) $ 16,722 $1,335,769 70,524 773 908,068 66,440 756 30,933 676 15. Legal Proceedings and Other Contingencies In the ordinary course of its business, the Company is made a party to certain legal proceedings seeking monetary damages, including proceedings involving product liability claims, workers’ compensation along with other employee claims, tort and other general liability claims, for which it carries insurance, as well as patent infringement and related litigation. The Company is in a highly regulated industry and is also periodically involved in government actions for regulatory violations and other matters surrounding the manufacturing of its products, including, but not limited to, environmental, employee, and product safety issues. While it is not feasible to predict or determine the ultimate outcome of these matters, the Company does not believe that an adverse decision in any of these legal proceedings would have a material adverse impact on its financial position, results of operations, or cash flows. 16. Plant Restructuring During 2021, the Company recorded a restructuring charge of $0.2 related to closed plants mostly for severance. During 2020, the Company recorded a restructuring charge of $7.0 million related to the closing of plants in the Midwest and Northwest of which $5.3 million was for accelerated amortization of right-of-use operating lease assets, $2.4 million was mostly related to equipment moves and $1.2 million was related to severance. The Company also recorded a credit of $1.9 million for the reduced lease liability of previously impaired leases. 38 Notes to Consolidated Financial Statements These charges are included under Plant Restructuring Charge in the Consolidated Statements of Net Earnings. Severance Payable and Other Costs Payable are included in Other Accrued Expenses on the Consolidated Balance Sheets. The following table summarizes the restructuring and related asset impairment charges recorded and the accruals established during 2021 and 2020 (in thousands): Other Severance Cost Payable Payable Balance March 31, 2019 Charge to expense Cash payments/write offs Balance March 31, 2020 Charge to expense Cash payments/write offs Balance March 31, 2021 $ 225 1,229 (1,252 ) 202 227 (429 ) - $ $ 1 5,817 (5,818 ) - (45 ) 45 - $ 17. Related Party Transactions Total $ 226 7,046 (7,070 ) 202 182 (384 ) - $ During fiscal 2021 and 2020, less than 1% of vegetables supplied to the Company are grown by a Director of Seneca Foods Corporation. The Director supplied the Company approximately $2.2 million and $2.3 million, pursuant to a raw vegetable grower contract in fiscal 2021 and 2020, respectively. The Chairman of the Audit Committee reviewed the relationship and determined that the contract was negotiated at arm's length and on no more favorable terms than to other growers in the marketplace. During the years ended March 31, 2021 and 2020, the Company made charitable contributions to a related party foundation in the amount of approximately $1.0 million and $0.3 million, respectively. The Foundation is a nonprofit entity that supports charitable activities by making grants to unrelated organizations or institutions. This Foundation is managed by current employees of the Company. 39 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors of Seneca Foods Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Seneca Foods Corporation (the “Company”) as of March 31, 2021 and 2020, the related statements of consolidated net earnings, comprehensive income (loss), stockholders' equity, and cash flows for each of the years in the two-year period ended March 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the two-year period ended March 31, 2021, in conformity with accounting principles generally accepted in the United States of America. We also have audited the Company’s internal control over financial reporting as of March 31, 2021, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Our report dated June 11, 2021, expresses an unqualified opinion. Basis for Opinion The Company's management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. 40 Report of Independent Registered Public Accounting Firm Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates. Valuation of Inventory – Refer to Notes 1 and 12 in the financial statements Critical Audit Matter Description At March 31, 2021, the Company’s inventory was $343.1 million. As described in Notes 1 and 12 to the consolidated financial statements, the Company accounts for substantially all its inventory at the lower of cost, determined using the last-in, first- out (LIFO) method, or market. As permitted by U.S. generally accepted accounting principles, the Company maintains its inventory costs and cost of goods sold on a first-in, first-out (FIFO) basis and adjusts total inventory and cost of goods sold from FIFO to LIFO at the end of each year. The Company values its inventory under the LIFO method based on the inventory levels and the prevailing inventory costs existing at that time. We identified valuation of inventory as a critical audit matter because of the significant assumptions, manual calculations, and judgements in the LIFO reserve. Auditing management’s calculation was complex and required a high degree of auditor judgement and subjectivity when performing audit procedures and evaluating the audit evidence obtained. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the Company’s LIFO reserve included the following, among others: ● We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s calculation of the adjustments to convert FIFO inventory balances to LIFO, including controls over management’s review of the manual calculations described above. ● Tested the completeness, accuracy, and relevance of the underlying data used in management’s calculation to adjust the FIFO inventory balances to LIFO. ● Tested the calculations and application of management’s methodologies related to the valuation estimates of the LIFO reserve. ● Tested the mathematical accuracy of management’s manual calculation. We have served as the Company’s auditor since 2019. Southfield, Michigan June 11, 2021 41 Schedule II VALUATION AND QUALIFYING ACCOUNTS (In thousands) Balance at Charged/ Charged to Deductions beginning (credited) of period to income other accounts from reserve Balance at end of period Year-ended March 31, 2021: Allowance for doubtful accounts Income tax valuation allowance Year-ended March 31, 2020: Allowance for doubtful accounts Income tax valuation allowance (a) Accounts written off, net of recoveries. $1,598 $4,473 $(1,304) 201 $ $ 57 $3,988 $ 1,627 485 $ $ $ $ $ - - - - $ (45) (a) - $ $ 339 $4,674 $ $ 86 (a) - $1,598 $4,473 42 Report of Independent Registered Public Accounting Firm Board of Directors and Stockholders Seneca Foods Corporation Marion, New York The audit referred to in our report dated June 11, 2021 relating to the consolidated financial statements of Seneca Foods Corporation, which is incorporated in Item 8 of Form 10-K by reference to the Annual Report to Shareholders for the years ended March 31, 2021 and 2020 also included the audit of the consolidated financial statement schedule listed in the accompanying index. This consolidated financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion on this consolidated financial statement schedule based on our audit. In our opinion, such consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. We have served as the Company’s auditor since 2019. Southfield, Michigan June 11. 2021 43 Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over the Company’s financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2021. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on our assessment, management believes that, as of March 31, 2021, our internal control over financial reporting is effective based on those criteria. The Company’s independent registered public accountant has issued its report on the effectiveness of the Company’s internal control over financial reporting. Their report appears on the next page. 44 Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting To the Stockholders and Board of Directors of Seneca Foods Corporation Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting as of March 31, 2021 of Seneca Foods Corporation (the “Company”), based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO framework”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2021, based on criteria established in the COSO framework. We also have audited the accompanying consolidated balance sheets of the Company as of March 31, 2021 and 2020, the related consolidated statements of net earnings, comprehensive income (loss), stockholders' equity, and cash flows for each of the years in the two-year period ended March 31, 2021, and the related notes (collectively referred to as the “financial statements”), in accordance with the standards of the Public Company Accounting Oversight Board (United States). Our report dated June 11, 2021, expresses an unqualified opinion. Basis for Opinion The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Item 9A, Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We have served as the Company’s auditor since 2019. Southfield, Michigan June 11, 2021 45 Corporate Information The Company’s common stock is traded on The NASDAQ Global Stock Market. The 7.4 million Class A outstanding shares and 1.7 million Class B outstanding shares are owned by131 and 140 shareholders of record, as of March 31, 2021 and 2020, respectively. As of March 31, 2021, the most restrictive credit agreement limitation on the Company’s payment of dividends, to holders of Class A or Class B Common Stock is an annual total limitation of $50,000, reduced by aggregate annual dividend payments totaling $23,000 that the Company presently pays on two outstanding classes of preferred stock. Payment of dividends to common stockholders is made at the discretion of the Company’s Board of Directors and depends, among other factors, on earnings; capital requirements; and the operating and financial condition of the Company. The Company has not declared or paid a common dividend in many years. Manufacturing Plants and Warehouses Food Group Nampa, Idaho Payette, Idaho Princeville, Illinois Hart, Michigan Traverse City, Michigan Blue Earth, Minnesota Glencoe, Minnesota LeSueur, Minnesota Montgomery, Minnesota Rochester, Minnesota Geneva, New York Leicester, New York Dayton, Oregon Dayton, Washington Yakima, Washington Baraboo, Wisconsin Berlin, Wisconsin Cambria East, Wisconsin Cambria West, Wisconsin Clyman, Wisconsin Cumberland, Wisconsin Gillett, Wisconsin Janesville, Wisconsin Mayville, Wisconsin Oakfield, Wisconsin Ripon, Wisconsin Non-Food Group Marion, New York Penn Yan, New York Albany, Oregon Square Footage Acres (000) 16 243 43 392 496 288 78 361 43 58 429 286 798 662 82 7 549 1,644 634 835 594 769 91 200 19 82 28 250 8 122 13 625 125 95 406 412 305 212 724 438 307 400 105 324 342 1,228 239 354 229 2,277 87 634 6 27 75 4 5 Total 10,123 9,982 46 Corporate Information Directors Kathryn J. Boor, Ph.D. Dean, College of Agriculture and Life Sciences Cornell University Peter R. Call President My-T Acres, Inc. John P. Gaylord President Jacintoport Terminal Company Officers Arthur S. Wolcott Chairman Paul L. Palmby President and Chief Executive Officer Timothy J. Benjamin Senior Vice President Chief Financial Officer and Treasurer Timothy R. Nelson Senior Vice President Operations Operations Western Vegetable Operations Jon A. Brekken Vice President Human Resources Amiee Jo Castleberry Vice President Human Resources Diane Marciano Vice President Procurement and Contract Manufacturing Mark W. Forsting Vice President Customer Service Richard L. Waldorf Vice President Sales and Marketing Groups Branded Sales Carl B. Bowling Vice President Foodservice Dry Grocery Beau P. Simonson Vice President Private Label Retail George E. Hopkins, III Vice President Linda K. Nelson Former Chief Financial Officer Birds Eye Foods, Inc. Michael F. Nozzolio Partner Harris Beach PLLC Donald Stuart Managing Partner/Founder Cadent Consulting Group Dean E. Erstad Senior Vice President - Sales and Marketing Matt J. Henschler Senior Vice President Technical Services and Development Aaron M. Girard Senior Vice President of Logistics Carl A. Cichetti Senior Vice President - Technology and Planning and Chief Information Officer Accounting Mary Sagona Vice President Technical Services Steven F. Lammers Vice President Technical Services Benjamin M. Scherwitz Vice President Technology Operations Timothy Nolan Vice President Seneca Snack Beth Newell General Manager International Kevin F. Lipps Vice President Industrial and Ingredient Sales Victoria A. Ninneman Vice President Frozen Sales Stephen J. Ott Vice President 47 Arthur S. Wolcott Chairman Keith A. Woodward Former Chief Financial Officer Tennant Company Cynthia L. Fohrd Senior Vice President and Chief Administrative Officer John D. Exner General Counsel and Secretary Gregory Ide Vice President, Controller and Assistant Secretary Strategic Sourcing Leon Lindsay Vice President Eastern Vegetable Operations Eric E. Martin Vice President Process Excellence Paul Hendrickson Vice President Seneca Flight Richard Leppert General Manager E-Business Aaron L. Wadell Vice President Marketing Bruce S. Wolcott Vice President Glace Sales Tracy Shhulis Vice President Corporate Information Forward Looking Statements Except for the historical information contained herein, the matters discussed in this annual report are forward-looking statements as defined in the Private Securities Litigation Reform Act (PSLRA) of 1995. The Company wishes to take advantage of the “safe harbor” provisions of the PSLRA by cautioning that numerous important factors, which involve risks and uncertainties, including but not limited to economic, competitive, governmental, and technological factors affecting the Company’s operations, markets, products, services and prices, and other factors discussed in the Company’s filings with the Securities and Exchange Commission, in the future, could affect the Company’s actual results and could cause its actual consolidated results to differ materially from those expressed in any forward-looking statement made by, or on behalf of, the Company. Shareholder Information For investor information, including comprehensive earnings releases: http://www.senecafoods.com/investors Annual Meeting The 2021 Annual Meeting of Shareholders will be held on Wednesday, August 11, 2021, beginning at 1:00 PM (CDT) at the Company’s offices at 418 East Conde Street, Janesville, Wisconsin. A formal notice of the meeting, together with a proxy statement and proxy form, will be mailed to shareholders of record as of July 12, 2021. How To Reach Us Seneca Foods Corporation 3736 South Main Street Marion, New York 14505 (315) 926-8100 www.senecafoods.com/investors investors@senecafoods.com Additional Information Annual Report and Other Investor Information A copy of the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2021, as filed with the Securities and Exchange Commission, will be provided by the Company to any shareholder who so requests in writing to: Gregory Ide Seneca Foods Corporation 3736 South Main Street Marion, New York 14505 (315) 926-8100 This annual report is also available online at http://www.senecafoods.com/investors Foundation/Contribution Requests Seneca Foods Foundation Cynthia L. Fohrd 3736 South Main Street Marion, New York 14505 (315) 926-8100 foundation@senecafoods.com Independent Registered Public Accounting Firm Plante Moran, P.C. Southfield, Michigan General Counsel Bond, Schoeneck & King, PLLC Buffalo, New York Transfer Agent and Registrar Computershare 211 Quality Circle, Suite 210 College Station, TX 77845 (800) 622-6757 (US, Canada, Puerto Rico) (781) 575-4735 (Non-US) www.computershare.com/investor Corporate Governance www.senecafoods.com/investors/corporate-governance Code of Business Ethic www.senecafoods.com/code-ethics Hotline (800) 213-9185 48 

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