12 unchanged sentences
Our independent registered public accounting firm, Deloitte & Touche LLP, has audited the effectiveness of our internal control over financial reporting as of March 31, 2025, as stated in their report, which is included in Part II, Item 8 of this Annual Report on Form 10-K.
−Removed: Remediation of Previously Identified Material Weakness
−Removed: A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: As previously disclosed in Part II, Item 9A of the Company’s Form 10-K/A (Amendment No.
−Removed: 1) for the fiscal year ended March 31, 2023, filed on July 31, 2023, we identified a material weakness in our internal control over financial reporting relating to the accounting for valuing inventory using the LIFO method.
−Removed: The review controls in place with respect to a year-end adjustment to the calculation of the LIFO reserve were not effective.
−Removed: During fiscal year 2024, management implemented a remediation plan including the installation of software to recalculate the LIFO reserve and also provide analytic features to identify potential abnormalities in the underlying data, coupled with strengthening our review controls with improved documentation standards, technical oversight and training to ensure the accounting for valuing inventory was in compliance with U.S.
−Removed: generally accepted accounting principles.
−Removed: Through effective implementation of our remediation plan and in conjunction with the results of our testing over the design and operating effectiveness of the relevant controls, management determined that as of March 31, 2024, the identified material weakness has been remediated.
−Removed: However, completion of remediation does not provide assurance that our remediated controls will continue to operate properly or that our financial statements will be free from error.
Changes in Internal Control over Financial Reporting
−Removed: Other than as described above in connection with the remediation of the material weakness, there were no changes in our internal control over financial reporting (as defined in rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2024 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
+Added: There were no changes in our internal control over financial reporting (as defined in rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Other Information
1 unchanged sentence
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
−Removed: Certain information required by Part III is incorporated by reference from the Company’s Definitive Proxy Statement for its 2024 Annual Meeting of Shareholders to be held on August 8, 2024 (“Proxy Statement”).
+Added: Certain information required by Part III is incorporated by reference from the Company’s Definitive Proxy Statement for its 2025 Annual Meeting of Shareholders to be held on August 7, 2025 (the “Proxy Statement”).
The Proxy Statement will be filed within 120 days after the end of the Company’s fiscal year ended March 31, 2025.
42 unchanged sentences
Consolidated Statements of Net Earnings – Years ended March 31, 2025, 2024, and 2023
−Removed: Consolidated Statements of Comprehensive Income (Loss) – Years ended March 31, 2024, 2023, and 2022
+Added: Consolidated Statements of Comprehensive Income – Years ended March 31, 2025, 2024, and 2023
Consolidated Balance Sheets – As of March 31, 2025 and 2024
3 unchanged sentences
Reports of Independent Registered Public Accounting Firms (PCAOB ID 34 and PCAOB ID 6581)
+Added: Deloitte & Touche LLP and Rochester, NY
Supplemental Schedule:
−Removed: Report of Independent Registered Public Accounting Firm on Schedule
Schedule II—Valuation and Qualifying Accounts
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Description of Capital Stock (incorporated by reference to Exhibit 4.1 to the Company’ s Annual Report on Form 10-K for the fiscal year ended March 31, 2019)
−Removed: Fourth Amended and Restated Loan and Security Agreement dated as of March 24, 2021 by and among Seneca Foods Corporation, Seneca Foods, LLC, Seneca Snack Company, Green Valley Foods, LLC and certain other subsidiaries of Seneca Foods Corporation, the financial institutions party thereto as lenders, as agent, issuing bank, and syndication agent, and BofA Securities, Inc.
−Removed: as lead arranger (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated March 26, 2021)
−Removed: First Amendment to Fourth Amended and Restated Loan and Security Agreement dated as of September 14, 2022 by and among Seneca Foods Corporation, Seneca Foods, LLC, Seneca Snack Company, Green Valley Foods, LLC and certain other subsidiaries of Seneca Foods Corporation, the financial institutions party thereto as lenders, as agent, issuing bank, and syndication agent, and BofA Securities, Inc.
−Removed: as lead arranger (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended October 1, 2022, filed with the SEC on November 9, 2022)
−Removed: Second Amendment to Fourth Amended and Restated Loan and Security Agreement dated as of May 23, 2023 by and among Seneca Foods Corporation, Seneca Foods, LLC, Seneca Snack Company, Green Valley Foods, LLC and certain other subsidiaries of Seneca Foods Corporation, the financial institutions party thereto as lenders, as agent, issuing bank, and syndication agent, and BofA Securities, Inc.
−Removed: as lead arranger (filed herewith)
−Removed: Third Amendment to Fourth Amended and Restated Loan and Security Agreement dated as of March 8, 2024 by and among Seneca Foods Corporation, Seneca Foods, LLC, Seneca Snack Company, Green Valley Foods, LLC and certain other subsidiaries of Seneca Foods Corporation, the financial institutions party thereto as lenders, as agent, issuing bank, and syndication agent, and BofA Securities, Inc.
−Removed: as lead arranger (filed herewith)
Second Amended and Restated Loan and Guaranty Agreement as of January 20, 2023 by and among Seneca Foods Corporation, Seneca Foods, LLC, Seneca Snack Company, Green Valley Foods, LLC and certain other subsidiaries of Seneca Foods Corporation and Farm Credit East, ACA (incorporated by reference to Exhibit 10.1 to the Company’ s Current Report on Form 8-K dated January 26, 2023)
Amendment 1 to Second Amended and Restated Loan and Guaranty Agreement as of May 23, 2023 by and among Seneca Foods Corporation, Seneca Foods, LLC, Seneca Snack Company, Green Valley Foods, LLC and certain other subsidiaries of Seneca Foods Corporation and Farm Credit East, ACA (incorporated by reference to Exhibit 10.1 to the Company’ s Current Report on Form 8-K dated May 30, 2023)
+Added: Loan and Security Agreement dated as of December 23, 2024 by and among Seneca Foods Corporation, Seneca Snack Company, Green Valley Foods, LLC and certain other subsidiaries of Seneca Foods Corporation, the financial institutions party thereto as lenders and Wells Fargo Bank, National Association, as agent, issuing bank, and lead arranger (incorporated by reference to Exhibit 10.1 to the Company ’ s Current Report on Form 8-K dated December 30, 2024)
Indemnification Agreement between the Company and the directors of the Company (incorporated by reference to Exhibit 10.3 to the Company’ s Quarterly Report on Form 10-Q for the quarterly period ended September 26, 2020, filed with the SEC on November 4, 2020)
2 unchanged sentences
2007 Equity Incentive Plan effective August 3, 2007 as extended on July 28, 2017 (incorporated by reference to Appendix A to the Company’ s Proxy Statement dated June 28, 2007)
−Removed: Seneca Foods Corporation Division Management Bonus Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 5, 2020)
Executive Transition Services Agreement dated as of August 31, 2020 between the Company and Kraig H.
5 unchanged sentences
Portions of Annual Report to Shareholders for the fiscal year ended March 31, 2025 (filed herewith)
−Removed: Letter of Plante Moran to the Securities and Exchange Commission dated November 13, 2023 (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K dated November 7, 2023)
−Removed: Insider Trading Policy (filed herewith)
+Added: Insider Trading Policy (incorporated by reference to Exhibit 19 to the Company ’ s Annual Report on Form 10-K for the fiscal year ended March 31, 2024, filed with the SEC on June 13, 2024)
List of Subsidiaries (filed herewith)
7 unchanged sentences
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
−Removed: Clawback Policy (filed herewith)
+Added: Clawback Policy (incorporated by reference to Exhibit 97 to the Company ’ s Annual Report on Form 10-K for the fiscal year ended March 31, 2024, filed with the SEC on June 13, 2024)
Inline XBRL Instance Document (filed herewith).
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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.