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Item 1A. Risk Factors

2023-07-31 compared with 2007-04-24 · 349 added, 222 removed, 0 unchanged (100% of the section changed)

and uncertainties described below are not the only ones we face.

risks and uncertainties not presently known to us, may also impair our business

If any of the following risks actually occurs, our business,

financial condition or results of operations could be materially and adversely

The Company refers to itself as “we” or “our” in this

capacity in the vegetable industry has a downward impact on selling

financial performance and growth are related to conditions in the United States

vegetable processing industry which is a mature industry with a modest growth

rate in the last 10 years.

Our net sales are a function of product availability

and market pricing.

In the vegetable processing industry, product availability

and market prices tend to have an inverse relationship:

market prices tend

decrease as more product is available and to increase if less product is

Product availability is a direct result of plantings, growing

conditions, crop yields and inventory levels, all of which vary from year to

In addition, market prices can be affected by the planting and inventory

levels and individual pricing decisions of the three or four largest processors

in the industry.

Generally, market prices in the vegetable processing industry

adjust more quickly to variations in product availability than an individual

processor can adjust its cost structure;

thus, in an oversupply situation,

processor’s margins likely will weaken.

We typically have experienced lower

margins during times of industry oversupply.

past, the vegetable processing industry has been characterized by excess

capacity, with resulting pressure on our prices and profit margins.

Company and our competitors have closed processing plants in response to the

downward pressure on prices.

There can be no assurance that our margins will

improve in response to favorable market conditions or that we will be able

operate profitably during depressed market conditions.

Moreover, vegetable

production outside the United States, particularly in Asia and Latin America,

increasing and, in the future, may have a significant effect on competition

create downward pressure on prices.

cycles and adverse weather conditions may decrease our results from

operations are affected by the growing cycles of the vegetables we process.

the vegetables are ready to be picked, we must harvest and process the

vegetables or forego the opportunity to process fresh picked vegetables for

Most of our vegetables are grown by farmers under contract with

Consequently, we must pay the contract grower for the vegetables even if we

cannot or do not harvest or process them.

Most of our production occurs during

the second quarter (July through September) of our fiscal year.

In that quarter,

the growing season ends for most of the vegetables processed by us in the

northern United States.

A majority of our sales occur during the third and

fourth quarter of each fiscal year (due to seasonal consumption patterns for

Accordingly, inventory levels are highest during the second and

quarters, and accounts receivable levels are highest during the third and fourth

Net sales generated during our third and fourth fiscal quarters have

significant impact on our results of operations.

Because of these seasonal

fluctuations, the results of any particular quarter, particularly in the first

half of our fiscal year, will not necessarily be indicative of results for

full year or for future years.

weather conditions during the course of each vegetable crop’s growing season

will affect the volume and growing time of that crop, we must set planting

schedules without knowing the effect of the weather on the crops or on the

entire industry’s production.

As most vegetables are produced in more than one

part of the U.S., we may somewhat reduce our risk that our entire crop will

subject to disastrous weather.

The upper Midwest is the primary growing region

for the principal vegetables which we pack, namely peas, green beans and corn,

and it is also a substantial source of our competitors’ vegetable production.

Consequently, the adverse effects of weather-related reduced production in

region may be partially mitigated by higher prices for the vegetables which

commodity materials that we process or otherwise require are subject to price

increases that could adversely affect our profitability.

materials that we use, such as vegetables, steel and packaging materials are

commodities that may experience price volatility caused by external factors

including market fluctuations, availability, currency fluctuations and changes

in governmental regulations and agricultural programs.

These events can result

in reduced supplies of these materials, higher supply costs or interruptions

our production schedules.

If prices of these raw materials increase, but we

not able to effectively pass such price increases along to our customers, our

operating income will decrease.

face risks generally associated with our debt.

March 31, 2006, we had a total of approximately $209 million of indebtedness.

Our indebtedness could have important consequences, such as limiting our

operational flexibility due to the covenants contained in our debt agreements;

limiting our ability to invest in our business due to debt service requirements;

limiting our ability to compete with companies that are not as highly leveraged;

and increasing our vulnerability to economic downturns and changing market

ability to meet our debt service obligations will depend on our future

performance, which will be affected by financial, business, economic,

governmental and other factors, including potential changes in consumer

preferences and pressure from competitors.

If we do not have enough money to

our debt service obligations, we may be required to refinance all or part of

existing debt, sell assets, borrow more money or raise equity.

There is a risk

that we may not be able to refinance existing debt or that the terms of any

refinancing will not be as favorable as the terms of the existing

dependence on the Alliance Agreement could negatively affect

an Alliance Agreement with GMOI, whereby we process canned and frozen vegetables

for GMOI under the Green Giant brand name.

GMOI continues to be responsible

all of the sales, marketing and customer service functions for the Green Giant

The Alliance Agreement has a remaining term of eight years.

Giant products packed by us in fiscal 2006 and 2005 constituted approximately

27% and 26%, respectively, of our total sales.

General Mills, Inc.

GMOI’s obligations under the Alliance Agreement.

Alliance Agreement has an initial term ending December 31, 2014, and will be

extended automatically for additional five year terms unless terminated in

accordance with the provisions of the Alliance Agreement.

Upon virtually all

the causes of termination enumerated in the Alliance Agreement, GMOI will

acquire legal title to three production plants and certain of the other assets

which we acquired under the Alliance Agreement, and various financial

adjustments between the parties will occur.

If GMOI terminates the Alliance

Agreement without cause, it must pay us a substantial termination payment.

and financial performance under the Alliance Agreement and our sales of Green

Giant products depend to a significant extent on our success in producing

quality Green Giant vegetables at competitive costs and GMOI’s success in

marketing the products produced by us.

The ability of GMOI to successfully

market these products will depend upon GMOI’s sales efforts, as well as the

factors described above under “—Excess capacity in the vegetable industry has a

downward effect on price.” We cannot give assurance as to the volume of GMOI’s

sales and cannot control many of the key factors affecting that volume.

Alliance Agreement contains extensive covenants by us with respect to quality

and delivery of products, maintenance of the Alliance Plants and other standards

of our performance.

If we were to fail in our performance of these covenants,

GMOI would be entitled to terminate the Alliance Agreement.

of the Alliance Agreement will, in most cases, entitle our principal lenders,

including our long-term lenders, to declare a default under our loan agreements

The principal lenders have a security interest in certain payments

that we will receive from GMOI on termination of the Alliance Agreement.

we were to enter into a new substantial supply relationship with GMOI or another

major vegetable marketer and acquire substantial production capacity to replace

the GMOI production plants, any such termination would substantially reduce

GMOI have declined $12 million, from $252 million to $240 million, between

fiscal year 2003 and fiscal year 2006.

we do not maintain the market shares of our products, our business and revenues

may be adversely affected.

our products compete with those of other national, major and smaller regional

food processing companies under highly competitive conditions.

The vegetable

products which we sell under our own brand names not only compete with vegetable

products produced by vegetable processing competitors, but also compete with

products we produce and sell to other companies who market those products under

their own brand names, such as the Green Giant vegetables we sell to GMOI under

the Alliance Agreement and the vegetables we sell to various retail grocery

chains which carry our buyers’ own brand names.

customers who buy our products to sell under their own brand names control

marketing programs for those products.

In recent years, many major retail food

chains have been increasing their promotions, offerings and shelf space

allocations for their own vegetable brands, to the detriment of vegetable brands

owned by the processors, including our own brands.

We cannot predict the pricing

or promotional activities of our competitors or whether they will have a

negative effect on us.

There are competitive pressures and other factors which

could cause our products to lose market share or result in significant price

erosion, and which could have a material adverse effect on our business,

financial condition and results of operations.

in logistics and other transportation-related costs could materially adversely

impact our results of operations.

Our ability to competitively serve our

customers depends on the availability of reliable and low-cost

transportation.

and other transportation-related costs have a significant impact on our earnings

and results of operations.

We use multiple forms of transportation to bring

products to market.

They include trucks, intermodals, rail cars, and ships.

Disruption to the timely supply of these services or increases in the cost

these services for any reason, including availability or cost of fuel,

regulations affecting the industry, or labor shortages in the transportation

industry, could have an adverse effect on our ability to serve our customers,

and could have a material adverse effect on our financial

we are subject to product liability claims, we may incur significant and

unexpected costs and our business reputation could be adversely affected.

processors are subject to significant liability should the consumption of their

products cause injury or illness.

A product liability judgment against us could

also result in substantial and unexpected expenditures and divert management’s

attention from other responsibilities.

Although we maintain product liability

insurance coverage in amounts customary within the industry, there can be no

assurance that this level of coverage is adequate or that we will be able to

continue to maintain our existing insurance or obtain comparable insurance

reasonable cost, if at all.

A product recall or a partially or completely

uninsured judgment against us could have a material adverse effect on results

operations and financial condition.

During the second quarter of our fiscal

2005, the Company recalled certain products and recognized a charge of

$1,280,000 as previously reported.

generate agricultural food processing wastes and are subject to substantial

environmental regulation.

vegetable processor, we regularly dispose of vegetable wastes (silage) and

processing water, as well as materials used in plant operation and maintenance,

and our plant boilers, which generate heat used in processing, produce generally

small emissions into the air.

These activities and operations are regulated

federal and state laws and the respective federal and state environmental

Occasionally, we may be required to remediate conditions found by

regulators to be in violation of environmental law or to contribute to the

of remediating waste disposal sites which we neither owned nor operated but

which we and many other companies deposited waste materials, usually through

independent waste disposal companies.

The costs of this remediation and

contributions (including occasional fines) have not been significant.

vegetable producer, we run the risk of occasional future costs and inadvertent

violations, even though we maintain an environmental department to assist us

environmental compliance.

Staff Comments

Company does not have any unresolved comments from the SEC staff regarding

periodic or current reports under the Securities Exchange Act of 1934, as

Tax legislation could impact future cash flows.

We use the Last-In, First-Out (LIFO) method of inventory accounting.

As of March 31, 2023, we had a LIFO reserve of $302.4 million (restated) which, at the U.S.

corporate tax rate, represents approximately $75.6 million (restated) of income taxes, payment of which is delayed to future dates based upon changes in inventory costs.

From time-to-time, discussions regarding changes in U.S.

tax laws have included the potential of LIFO being repealed.

Should LIFO be repealed, the $75.6 million (restated) of postponed taxes, plus any future benefit realized prior to the date of repeal, would likely have to be repaid over some period of time.

Repayment of these postponed taxes will reduce the amount of cash that we would have available to fund our operations, working capital, capital expenditures, expansions, acquisitions or general corporate or other business activities.

This could materially and adversely affect our business, financial condition and results of operations.

Management ’

s Discussion and Analysis of Financial Condition and Results of Operations

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 approximately 1,400 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 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, restaurants chains, industrial markets, other food processors, export customers in approximately 60 countries and federal, state and local governments for school and other food programs.

Additionally, the Company packs canned and frozen vegetables under contract packing agreements.

The Company’s business strategies are designed to grow its market share and enhance sales and margins.

These strategies include:

1) expand the Company’s leadership in the packaged fruit and vegetable industry;

2) provide low cost, high quality 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.

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

Restatement of Previously Issued Financial Statements

On July 25, 2023, we reported that we had identified an error related to our accounting for valuing inventory using the LIFO method of accounting as of March 31, 2023 and 2022.

An actual valuation of inventory under the LIFO method is made at the end of each fiscal year based on the inventory levels and costs at that time.

During the formulaic valuation of actual inventory values at fiscal year end, incorrect quantities were applied to the calculation which resulted in an understatement of the LIFO reserve as of March 31, 2023 and 2022.

Management determined that correct LIFO quantities were applied to the actual valuation of LIFO at year end prior to fiscal year 2022, as only trivial differences were noted during Management's examination.

In contrast, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels, production pack yields, sales and the expected rate of inflation or deflation for the year.

The interim LIFO calculations are subject to adjustment in the final year-end LIFO inventory valuation.

See Note 2 of the Notes to Consolidated Financial Statements for a summary of the effects of the restatement on the Company’s Consolidated Statements of Net Earnings and Consolidated Balance Sheets.

Fluctuations in Commodity, Production, Distribution and Labor Costs

We purchase raw materials, including raw produce, steel, ingredients and packaging materials from growers, commodity processors, steel producers and packaging suppliers.

Raw materials and other input costs, such as labor, fuel, utilities and transportation, are subject to fluctuations in price attributable to a number of factors.

Fluctuations in commodity prices can lead to retail price volatility and can influence consumer and trade buying patterns.

The cost of raw materials, fuel, labor, distribution and other costs related to our operations can increase from time to time significantly and unexpectedly.

We continue to experience material cost inflation for many of our raw materials and other input costs attributable to a number of factors, including but not limited to, supply chain disruptions (including raw material shortages), labor shortages, and the war in Ukraine.

While we have no direct exposure to Russia and Ukraine, we have experienced increased costs for transportation, energy, and raw materials due in part to the negative impact of the Russia-Ukraine conflict on the global economy.

We attempt to manage cost inflation risks by locking in prices through short-term supply contracts, advance grower purchase agreements, and by implementing cost saving measures.

We also attempt to offset rising input costs by raising sales prices to our customers.

However, increases in the prices we charge our customers may lag behind rising input costs.

Competitive pressures also may limit our ability to quickly raise prices in response to rising costs.

To the extent we are unable to avoid or offset any present or future cost increases our operating results could be materially adversely affected.

Results of Operations - Fiscal Year 2023 versus Fiscal Year 2022

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

Canned vegetables

Frozen vegetables

Fruit products

Snack products

Net sales for fiscal year 2023 totaled $1,509.4 million as compared to $1,385.3 million for fiscal year 2022.

The overall net sales increase of $124.1 million, or 9.0%, was due to higher selling prices contributing favorability of $204.0 million offset by lower sales volumes having an unfavorable impact of $79.9 million to net sales, as compared to the prior fiscal year.

Net sales of canned vegetables, fruit products, and snack products increased over the prior fiscal year due to higher pricing necessitated by the material cost increases that the Company is experiencing.

Volume in each of these product categories is down versus the prior fiscal year partially offsetting a portion of the favorability in net sales generated by increased pricing.

Net sales in the frozen vegetable category decreased as compared to the prior fiscal year as increased pricing did not offset volume declines, primarily in the frozen contract packing sales channel.

Operating Income:

The following table sets forth the percentages of net sales represented by selected items for fiscal year 2023 and fiscal year 2022 reflected in our consolidated statements of net earnings:

Selling, general, and administrative expense

Other operating (income) expense, net

Operating income

Loss from equity investment

Other non-operating income

Interest expense, net

Gross Margin (restated) –

Gross margin is equal to net sales less cost of products sold.

As a percentage of net sales, gross margin was 6.9% for fiscal year 2023 as compared to 10.2% for fiscal year 2022.

This decrease in gross margin was due primarily to a LIFO charge of $131.6 million in fiscal year 2023 versus a LIFO charge of $42.2 million in fiscal year 2022, a year over year negative impact to gross margin of $89.4 million.

Fiscal year 2023’s large LIFO charge was driven by cost inflation for various inputs, including steel, commodities, labor, ingredients, packaging, fuel and transportation.

Selling, General and Administrative Expense –

Selling, general and administrative expense was 5.4% of net sales in fiscal year 2023 and 5.5% of net sales in fiscal year 2022.

The decrease as a percentage of net sales is primarily due to higher sales and the fixed nature of certain expenses.

Other Operating (Income) Expense, net –

The Company had net other operating income of $1.7 million in fiscal year 2023, which was driven primarily by gains on the sale of the Company’s western trucking fleet and an aircraft, along with a favorable true-up of the supplemental early retirement plan accrual.

This other operating income was partially offset by a write down of idle equipment to estimated selling price, less commission, as the assets met the criteria to be classified as held for sale.

The Company had net other operating expense of $1.2 million in fiscal year 2022, which was driven by charges for supplemental early retirement plans and to maintain non-operating facilities classified as held for sale.

These charges were partially offset by a net gain on the sale of assets and a gain from debt forgiveness on an economic development loan.

Restructuring –

During fiscal year 2023, the Company incurred restructuring charges of $3.6 million primarily due to ceasing production of green beans at a plant in the Northeast.

The charges mainly consisted of severance and write-downs of production equipment that was to be scrapped or sold.

The Company did not incur significant restructuring charges during fiscal year 2022.

Non-Operating Income:

Loss from Equity Investment –

During fiscal year 2022, the Company incurred a pre-tax operating loss, including an impairment charge, of $7.8 million in connection with its equity investment that experienced a decline in value deemed other-than-temporary.

The Company’s equity investment was written down to $0 as of March 31, 2022, and therefore no loss was incurred from equity investment during fiscal year 2023.

Interest Expense, Net –

Interest expense as a percentage of net sales was 0.9% for fiscal year 2023 as compared to 0.4% for fiscal year 2022.

Interest expense increased from $5.6 million in the prior fiscal year to $14.3 million for fiscal year 2023 as a result of higher interest rates and increased borrowing levels.

Other Non-Operating Income Expense –

Other non-operating income totaled $6.8 million and $9.3 million in fiscal years 2023 and 2022, respectively, and is comprised of the non-service related pension amounts that are actuarially determined.

The amounts can either be income or expense depending on the results of the actuarial calculations.

For details of the calculation of these amounts, refer to Note 11 of the Notes to Consolidated Financial Statements.

Income Taxe s (restated) –

As a result of the aforementioned factors, pre-tax earnings decreased from $59.9 million in fiscal year 2022 to $13.8 million in fiscal year 2023.

Income tax expense totaled $4.6 million and $13.7 million in fiscal years 2023 and 2022, respectively.

The Company’s effective tax rate, as restated in fiscal years 2023 and 2022, was 33.1% and 22.9%, respectively.

In fiscal year 2023, the Company added a valuation allowance against state tax credits because it was determined that it was more likely than not that the credits will not be used prior to expiration.

This change, along with other current year increases in the existing valuation allowances, had a 9.0% increase on the fiscal year 2023 effective tax rate as compared to fiscal year 2022.

The fiscal year 2023 effective tax rate was further increased by 2.5% versus fiscal year 2022 due to state rate changes which were mostly caused by changes in the Company’s business activities that impact state apportionment. 

Earnings per Share :

Basic earnings per common share

Diluted earnings per common share:

For details of the calculation of these amounts, refer to Note 4 of the Notes to Consolidated Financial Statements.

Results of Operations - Fiscal Year 2022 versus Fiscal Year 2021

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

Canned vegetables

Frozen vegetables

Fruit products

Snack products

Prepared foods

Net sales for fiscal year 2022 totaled $1,385.3 million as compared to $1,467.6 million for fiscal year 2021.

The overall net sales decrease was $82.3 million, or 5.6%.

Of the $82.3 million decrease in net sales, $71.9 million of the decrease resulted from the divestiture of the prepared foods business in fiscal year 2021.

Excluding this divestiture, net sales decreased by $10.4 million year over year.

This decrease was primarily due to lower sales volumes, which equated to a $93.0 million decrease in net sales that was partially offset by higher selling prices/improved sales mix generating a favorable impact to net sales of $82.6 million compared to the prior fiscal year.

When comparing net sales for fiscal year 2022 to fiscal year 2021, canned vegetable sales decreased $36.7 million, as there was extraordinary sales demand during fiscal year 2021, particularly the first nine months, due to consumer pantry loading that was experienced at the onset of the pandemic and continued throughout fiscal year 2021.

Prepared foods decreased $71.9 million due to exiting the business in fiscal year 2021 after the sale of the prepared foods business.

Additionally, there was a $3.7 million decrease in fruit product sales.

The noted decreases to net sales were partially offset by a $21.7 million increase in frozen vegetable sales driven by increased sales volumes, a $1.3 million increase in snack product sales, and a $6.8 million increase in other sales.

Operating Income:

The following table sets forth the percentages of net sales represented by selected items for fiscal year 2022 and fiscal year 2021 reflected in our consolidated statements of net earnings:

Selling, general, and administrative expense

Other operating expense (income), net

Operating income

Loss from equity investment

Other non-operating (income) expense

Interest expense, net

Gross Margin (restated) –

Gross margin is equal to net sales less cost of products sold.

As a percentage of net sales, gross margin was 10.2% for fiscal year 2022 as compared to 15.8% for fiscal year 2021.

This decrease in gross margin was due primarily to a LIFO charge of $42.2 million in fiscal year 2022 versus a LIFO credit of $15.6 million in fiscal year 2021, a year over year negative impact to gross margin of $57.8 million.

Fiscal year 2022’s large LIFO charge was driven by cost inflation for various inputs, including steel, commodities, labor, ingredients, packaging, fuel and transportation.

Selling, General and Administrative Expense –

Selling, general and administrative expense was 5.5% of net sales in fiscal year 2022 and 5.4% of net sales in fiscal year 2021.

The increase as a percentage of net sales is primarily due to lower sales and the fixed nature of certain expenses.

Other Operating Expense (Income), net –

The Company had net other operating expense of $1.2 million in fiscal year 2022, which was driven by charges for supplemental early retirement plans of $2.5 million and $1.1 million of charges to maintain non-operating facilities classified as held for sale.

These charges were offset by a net gain on the sale of assets of $1.6 million, a gain from debt forgiveness on an economic development loan of $0.5 million, and income from land rental of $0.3 million.

The Company had net other operating income of $29.0 million in fiscal year 2021, which was primarily comprised of a net gain on the sale of assets of $31.9 million, including the gain realized upon the divestiture of the prepared foods business.

The gain was partially offset by charges to maintain non-operational plants acquired in the Midwest of $1.5 million, a charge for a supplemental early retirement plan of $1.2 million, and a charge for severance of $0.2 million.

Restructuring –

The Company did not incur significant restructuring charges during fiscal years 2022 or 2021.

Non-Operating Income:

Loss from Equity Investment –

The Company’s loss from equity investment was $7.8 million and $11.5 million for fiscal years 2022 and 2021, respectively.

Management assesses the potential for an other-than-temporary impairment of its equity method investment when impairment indicators are identified by considering 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 fiscal year 2022, the Company recorded an impairment charge of $6.3 million to reduce the carrying value of the equity method investment to $0, as the value of the investment was determined to not be recoverable.

During fiscal year 2021, the Company had 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.

Interest Expense, Net –

Interest expense, net, was $5.6 million in fiscal year 2022 as compared to $6.1 million in fiscal year 2021.

The decrease of $0.5 million was due mostly to lower average outstanding borrowings on the Company’s revolving credit facility and lower average interest rates during fiscal year 2022 versus fiscal year 2021. 

Other Non-Operating (Income) Expense –

Other non-operating (income) expense totaled ($9.3 million) and $3.5 million in fiscal years 2022 and 2021, respectively, and is comprised of the non-service related pension amounts that are actuarially determined.

The amounts can either be income or expense depending on the results of the actuarial calculations.

For details of the calculation of these amounts, refer to Note 11 of the Notes to Consolidated Financial Statements.

Income Taxes (restated) –

As a result of the aforementioned factors, pre-tax earnings decreased from $160.0 million in fiscal year 2021 to $59.9 million in fiscal year 2022.

Income tax expense totaled $13.7 million and $33.9 million in fiscal years 2022 and 2021, respectively.

The effective tax rate was 22.9% and 21.2% in fiscal years 2022 and 2021, respectively.

In fiscal year 2021, 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 NOL carryback had a 2.8% decrease on the fiscal year 2021 rate and without this impact in fiscal year 2022, the tax rate effectively increased by 2.8% when comparing fiscal year 2022 to 2021.

The year over year increase in the effective tax rate was partially offset by a decrease of 0.6% due to the federal income tax credits having a larger impact on the effective tax rate in fiscal year 2022, amongst other decreases noted in the table above.

Earnings per Share :

Basic earnings per common share

Diluted earnings per common share:

For details of the calculation of these amounts, refer to Note 4 of the Notes to Consolidated Financial Statements.

Liquidity and Capital Resources:

Material Cash Requirements –

The Company’s primary liquidity requirements include debt service, capital expenditures and working capital needs.

Liquidity requirements are funded primarily through cash generated from operations and external sources of financing, including the revolving credit facility.

The Company does not have any off-balance sheet financing arrangements.

Summary of Cash Flows –

The following table presents a summary of the Company’s cash flows from operating, investing and financing activities (in thousands):

Cash (used in) provided by operating activities

Cash used in investing activities

Cash provided by (used in) financing activities

Increase (decrease) in cash and cash equivalents

Cash and cash equivalents, beginning of year

Cash and cash equivalents, end of year

Net Cash (Used in) Provided by Operating Activities –

For fiscal year 2023, cash used in operating activities was $212.8 million, which consisted of a use of cash of $262.5 million (restated) by operating assets and liabilities partially offset by net earnings of $9.2 million (restated), adjusted by non-cash charges of $40.5 million (restated).

The non-cash charges were largely driven by $40.9 million of depreciation and amortization.

The change in operating assets and liabilities was largely due to inventories being a use of cash driven by the increased size of the fiscal year 2023 harvest in addition to material cost inflation to various production inputs.

For fiscal year 2022, cash provided by operating activities was $30.2 million, which consisted of net earnings of $46.2 million (restated), adjusted by non-cash charges of $50.5 million (restated), partially offset by a use of cash of $66.5 million (restated) in operating assets and liabilities.

The non-cash charges were largely driven by $36.5 million of depreciation and amortization.

The change in operating assets and liabilities was largely due to inventories being a use of cash driven by a planned effort to raise inventory levels after the increased sales demand stemming from the COVID-19 pandemic significantly reduced inventory levels in the prior year.

In addition to planning a larger seasonal pack to replenish depleted inventory, the Company began to experience material input cost inflation during fiscal year 2022, making the seasonal pack more costly to the Company.

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.

Net Cash Used in Investing Activities –

Net cash used in investing activities was $64.9 million for fiscal year 2023 and consisted of cash used for capital expenditures of $70.6 million partially offset by proceeds from the sale of assets totaling $5.7 million.

Net cash used in investing activities was $45.2 million for fiscal year 2022 and consisted of cash used for capital expenditures of $53.4 million partially offset by proceeds from the sale of assets totaling $8.2 million.

Net Cash Provided by (Used in) Financing Activities –

Net cash provided by financing activities was $279.0 million for fiscal year 2023, driven primarily by receiving proceeds from a new term loan of $175 million and an increase in net borrowings on the Company’s revolving credit facility of $160.1 million during fiscal year 2023.

Cash used to purchase treasury stock of $41.2 million and to make payments on financing leases of $8.8 million partially offset the cash provided by financing activities.

Net cash used in financing activities was $33.9 million for fiscal year 2022, driven mostly by purchasing treasury stock of $38.8 million and by making payments of $7.9 million on financing leases.

The use of cash in financing was partially offset by an increase in net borrowings on the Company’s revolving credit facility of $19.5 million.

Debt - 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 that provides for a senior revolving credit facility of up to $400.0 million that is seasonally adjusted (the “Revolver”).

Maximum borrowing availability under the Revolver totals $300.0 million from April through July and $400.0 million from August through March.

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 fruits and 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.

As of March 31, 2023 and 2022, the Revolver balance was $180.6 million and $20.5 million, respectively, and is included in Long-Term Debt in the accompanying Consolidated Balance Sheet due to the Revolver’s March 24, 2026 maturity.

The following table documents the quantitative data for short-term borrowings on the Revolver during fiscal years 2023 and 2022 (in thousands, except for percentages): 

Outstanding borrowings

Interest rate

Maximum amount of borrowings

Average outstanding borrowings

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 (“Term Loan”).

The amended and restated agreement 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 year 2021.

The Company incurred financing costs totaling $0.2 million which have been classified as a discount to the debt and are amortized over the life of the Term Loan.

This agreement contains certain covenants, including maintaining a minimum EBITDA and minimum tangible net worth.

On January 20, 2023, the Company entered into a Second Amended and Restated Loan and Guaranty Agreement with Farm Credit East, ACA (the “Amended Agreement”).

The Amended Agreement governs two term loans, summarized below:

Term Loan A-1:

The Amended Agreement continues certain aspects of the $100 million term loan described above, namely Term Loan A-1 will continue to bear interest at a fixed interest rate of 3.3012%, mature on June 1, 2025, and remain unsecured.

Term Loan A-2:

The Amended Agreement adds an additional term loan in the amount of $175 million that will mature on January 20, 2028, and is secured by a portion of the Company’s property, plant and equipment.

Term Loan A-2 bears interest at a variable interest rate based upon the Secured Overnight Financing Rate (SOFR) plus an additional margin determined by the Company’s leverage ratio.

The Amended Agreement for Term Loan A-1 and Term Loan A-2 (collectively, the “Term Loans”) contains restrictive covenants usual and customary for loans of its type, in addition to financial covenants including minimum EBITDA and minimum tangible net worth which apply to both term loans described above.

In connection with the Amended Agreement, the Company incurred $0.6 million of financing costs which will be deferred and amortized over the life of Term Loan A-2.

As of March 31, 2023, scheduled maturities of long-term debt in each of the five succeeding fiscal years and thereafter are presented below.

The Revolver balance is presented as being due in fiscal year 2026, based upon the Revolver’s March 24, 2026 maturity date (in thousands):

The Company believes that its cash flows from operations, availability under its Revolver, and cash and cash equivalents on hand will provide adequate funds for the Company’s working capital needs, planned capital expenditures, operating and administrative expenses, and debt service obligations for at least the next 12 months and the foreseeable future.

Restrictive Covenants –

The Company’s debt agreements, including the Revolver and Term Loans, 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 Term Loans which for fiscal year 2023 was greater than $75 million in EBITDA.

The Company computes its financial covenants as if the Company were on the first-in, first out (FIFO) method of inventory accounting.

The Company has met all such financial covenants as of March 31, 2023.

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.

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, 2023, the Company had $2.9 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.

Obligations and Commitments:

The Company is party to many contractual obligations involving commitments to make payments to third parties.

These obligations impact the Company’s short-term and long-term liquidity and capital resource needs.

Certain contractual obligations are reflected on the Consolidated Balance Sheet as of March 31, 2023, while others are considered future obligations.

Our contractual obligations primarily consist of operating leases, purchase obligations and commitments, long-term debt and related interest payments, and income taxes.

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.

See Notes 8 and 9 of Notes to Consolidated Financial Statements for information related to the Company’s long-term debt and operating and financing leases, respectively.

Purchase obligations and commitments consist of open purchase orders to purchase raw materials, including raw produce, steel, ingredients and packaging materials, as well as commitments for products and services used in the normal course of business.

The Company expects that the majority of these purchase obligations and commitments will be settled within one year.

The Company’s contractual obligations related to income taxes are primarily related to unrecognized tax benefits.

See Note 10 of Notes to Consolidated Financial Statements for information related to income taxes.

The Company has no off-balance sheet debt or other unrecorded obligations other than purchase commitments noted above.

Impact of Seasonality on Financial Position and Results of Operations:

While individual vegetables have seasonal cycles of peak production and sales, the different cycles are somewhat offsetting.

Minimal food packaging occurs in the Company's last fiscal quarter ending March 31, which is the optimal time for maintenance, repairs and equipment changes in its packaging plants.

The supply of commodities, current pricing, and expected new crop quantity and quality affect the timing and amount of the Company’s sales and earnings.

When the seasonal harvesting periods of the Company's major vegetables are newly completed, inventories for these packaged vegetables are at their highest levels.

For peas, the peak inventory time is mid-summer and for corn and green beans, the Company's highest volume vegetables, the peak inventory is in mid-autumn.

The seasonal nature of the Company’s production cycle results in inventory and accounts payable reaching their lowest point late in the fourth quarter/early in the first quarter prior to the new seasonal pack commencing.

As the seasonal pack progresses, these components of working capital both increase until the pack is complete.

The Company’s revenues typically are highest in the second and third fiscal quarters.

This is due, in part, because the Company’s fruit and vegetable sales exhibit seasonal increases in the third fiscal quarter due to increased retail demand during the holiday season.

In addition, the Company sells canned and frozen vegetables to a co-pack customer on a bill and hold basis at the end of each pack cycle, which typically occurs during these quarters.

The following table shows quarterly information for selected financial statements items during fiscal years 2023, and 2022 to illustrate the Company’s seasonal business (in thousands):

Fiscal Year 2023:

Revolver outstanding (at quarter end)

Fiscal Year 2022:

Revolver outstanding (at quarter end)

Critical Accounting Policies and Estimates:

Revenue Recognition and Trade Promotion Expenses  – Revenue recognition is completed for most customers at a point in time basis when product control is transferred to the customer.  In general, control transfers to the customer when the product is shipped or delivered to the customer based upon applicable shipping terms, as the customer can direct the use and obtain substantially all of the remaining benefits from the asset at this point in time. During fiscal years 2023 and 2022, 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.

Inventories  – The Company uses the lower of cost, determined under the LIFO (last-in, first-out) method, or market, to value substantially all of its inventories.

In a high inflation environment that the Company is experiencing, the Company believes that the LIFO method was preferable over the FIFO (first-in, first-out) method because it better matches the cost of current production to current revenue. An actual valuation of inventory under the LIFO method is made at the end of each fiscal year based on the inventory levels and costs at that time.

The interim LIFO calculations are subject to adjustment in the final year-end LIFO inventory valuation.

Long-Lived Assets  –

The Company assesses its long-lived assets for impairment whenever there is an indicator of impairment.

Property, plant, and equipment are depreciated over their assigned lives.

The assigned lives and the projected cash flows used to test impairment are subjective.

If actual lives are shorter than anticipated or if future cash flows are less than anticipated, a future impairment charge or a loss on disposal of the assets could be incurred.

Impairment losses are evaluated if the estimated undiscounted value of the cash flows is less than the carrying value.

If such is the case, a loss is recognized when the carrying value of an asset exceeds its fair value.

Income Taxes  – As part of the income tax provision process of preparing the consolidated financial statements, the Company estimates income taxes. This process involves estimating current tax expenses together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes.

These differences result in deferred tax assets and liabilities.

The Company then assesses the likelihood that any deferred tax assets will be recovered from future taxable income and to the extent it is believed the recovery is not likely, a valuation allowance is established.

Refer to Note 10 of the Notes to Consolidated Financial Statements for the full tax reconciliation.

Pension Expense  – The Company has a defined benefit plan which is subject to certain actuarial assumptions. The funded status of the pension plan is dependent upon many factors, including returns on invested assets and the level of certain market interest rates, employee-related demographic factors, such as turnover, retirement age and mortality, and the rate of salary increases.

Certain assumptions reflect the Company's historical experience and management’s best judgment regarding future expectations. 

The pension plan’s funded status increased by $6.4 million during fiscal year 2023 reflecting the actual fair value of plan assets and the projected benefit obligation as of March 31, 2023.

This funded status increase was primarily driven by actuarial gains on the projected benefit obligation, as described in more detail below, partially offset by a combination of growth in the plan’s projected benefit obligation due to service cost and interest cost and a negative return on plan assets.

-During fiscal year 2023, the actuarial gain in the pension plan’s projected benefit obligation was driven by an increase in discount rates and the annual update in plan census data resulting in demographic gains, partially offset by an assumed salary increase rate for fiscal year 2024 in excess of the long-term rate.

During fiscal year 2022, the actuarial gain in the pension plan’s projected benefit obligation was primarily driven by an increase in discount rates.

The gain was partially offset by actuarial losses due to a combination of data revisions resulting in the demographic losses, a change in near-term assumed salary increases, and an update to the most recently released mortality projection scale by the Society of Actuaries (SOA).

Plan assets decreased from $327.9 million as of March 31, 2022 to $294.3 million as of March 31, 2023 primarily due to normal payments of benefits and a negative return on plan assets. 

The pension plan was amended to freeze accruals to new hires and rehires effective January 1, 2020.

Refer to Note 11 of the Notes to Consolidated Financial Statements for the full pension plan disclosures.

Non-GAAP Financial Measures:

Certain disclosures in this report include non-GAAP financial measures.

A non-GAAP financial measure is defined as a numerical measure of our financial performance that excludes or includes amounts so as to be different from the most directly comparable measure calculated and presented in accordance with GAAP in our consolidated balance sheets and related consolidated statements of net earnings, comprehensive income (loss), stockholders’

equity and cash flows.

Adjusted net earnings is calculated on a FIFO basis and excludes the impact of the Company’s loss on equity investment.

The Company believes this non-GAAP financial measure provides for a better comparison of year-over-year operating performance.

The Company does not intend for this information to be considered in isolation or as a substitute for other measures prepared in accordance with GAAP.

Set forth below is a reconciliation of reported net earnings to adjusted net earnings (in thousands):

Earnings before taxes, as reported

Loss on equity investment

Adjusted earnings before taxes

Income taxes (1)  

Adjusted net earnings

(1) For fiscal years 2023 and 2022, income taxes on adjusted earnings before taxes were calculated using the restated income tax provision amounts of $4.6 million and $13.7 million, respectively, and applying the effective statutory tax rates of 25.1% and 24.7%, respectively, to the pre-tax LIFO charge.

Recently Issued Accounting Standards:

Effective April 1, 2022, the Company adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments, which was subsequently amended in November 2018 through ASU No.

2018-19, Codification Improvements to Topic 326, Financial Instruments –

Credit Losses (“ASU 2016-13”).

The amended guidance requires entities to estimate lifetime expected credit losses for trade and other receivables, including those that are current with respect to payment terms, along with other financial instruments which may result in earlier recognition of credit losses.

The Company evaluated its existing methodology for estimating an allowance for doubtful accounts and the risk profile of its receivables portfolio and developed a model that includes the qualitative and forecasting aspects of the “expected loss”

model under the amended guidance.

In determining the Company’s reserve for credit losses, receivables are assigned an expected loss based on historical information adjusted for forward-looking economic factors.

The adoption of ASU 2016-13 did not have a material impact on the Company’s consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”).

ASU 2020-04 provides an optional expedient and exceptions for applying U.S.

GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.

The optional guidance can be applied from March 12, 2020 through December 31, 2022.

ASU 2020-04 eases the potential accounting burden associated with the expected discontinuance of the London Interbank Offered Rate (LIBOR) and other interbank offered rates, which are being replaced by alternative reference rates such as the Secured Overnight Financing Rate (SOFR).

The interest rates associated with the Company’s previous borrowings under its senior revolving credit facility (as defined in Note 8, “Long-term Debt”) were tied to LIBOR.

Subsequent to the amendment of the senior revolving credit facility agreement on September 14, 2022, the Company’s borrowings are tied to SOFR plus a spread adjustment (see Note 8, “Long-term Debt”).

The adoption of ASU 2020-04 as a result of this amendment did not have a material impact on the Company’s consolidated financial statements. 

There were no other recently issued accounting pronouncements that impacted the Company’s consolidated financial statements.

In addition, the Company did not adopt any other new accounting pronouncements during fiscal year 2023. 

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K/A

Item 1A. Risk Factors