senea20191023

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

Form 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended September 28, 2019

Commission File Number 0-01989

Seneca Foods Corporation

(Exact name of Company as specified in its charter)

New York	16-0733425
(State or other jurisdiction of	(I. R. S. Employer
incorporation or organization)	Identification No.)

3736 South Main Street, Marion, New York	14505
(Address of principal executive offices)	(Zip Code)

Company's telephone number, including area code 315/926-8100

Not Applicable

Former name, former address and former fiscal year,

if changed since last report

Indicate by check mark whether the Company (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☑ No ☐

Indicate by check mark whether the Company is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and an emerging growth company in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐ Accelerated filer ☑ Non-accelerated filer ☐ Smaller reporting company ☑

Emerging growth company ☐

Indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

If an emerging growth company, indicate by checkmark if the Company has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act ☐

Title of Each Class

Common Stock Class A, $.25 Par

Common Stock Class B, $.25 Par

Trading Symbol

SENEA

SENEB

Name of Exchange on

Which Registered

NASDAQ Global Market

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

Class	Shares Outstanding at October 30, 2019
Common Stock Class A, $.25 Par	7,518,805
Common Stock Class B, $.25 Par	1,753,136

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Seneca Foods Corporation

Quarterly Report on Form 10-Q

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		Page

PART 1	FINANCIAL INFORMATION

Item 1	Financial Statements:

	Condensed Consolidated Balance Sheets-September 28, 2019, September 29, 2018 and March 31, 2019	1

	Condensed Consolidated Statements of Net Earnings Three and Six Months Ended September 28, 2019 and September 29, 2018	2

	Condensed Consolidated Statements of Comprehensive Income Three and Six Months Ended September 28, 2019 and September 29, 2018	2

	Condensed Consolidated Statements of Cash Flows-Six Months Ended September 28, 2019 and September 29, 2018	3

	Condensed Consolidated Statements of Stockholders' Equity-Three and Six Months Ended September 28, 2019 and September 29, 2018	4

	Notes to Condensed Consolidated Financial Statements	5

Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3	Quantitative and Qualitative Disclosures about Market Risk	24

Item 4	Controls and Procedures	25

PART II	OTHER INFORMATION

Item 1	Legal Proceedings	26

Item 1A	Risk Factors	26

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	26

Item 3	Defaults Upon Senior Securities	26

Item 4	Mine Safety Disclosures	26

Item 5	Other Information	26

Item 6	Exhibits	26

SIGNATURES		27

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SENECA FOODS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Per Share Data)

	Unaudited			Unaudited
	September 28, 2019			September 29, 2018			March 31, 2019
ASSETS

Current Assets:
Cash and Cash Equivalents	$	17,640		$	12,795		$	11,480
Accounts Receivable, Net		116,035			99,799			84,122
Contracts Receivable		7,334			-			-
Current Assets Held For Sale		-			23,148			1,568
Current Assets Held For Sale-Discontinued Operations		98			23,690			98
Inventories		575,183			683,897			501,684
Refundable Income Taxes		-			1,466			1,221
Other Current Assets		7,614			5,443			3,075
Total Current Assets		723,904			850,238			603,248
Property, Plant and Equipment, Net		204,746			242,408			239,273
Right-of-Use Assets Operating Net		76,178			-			-
Right-of-Use Assets Financing, Net		33,640			-			-
Deferred Income Taxes, Net		3,190			5,675			2,417
Noncurrent Assets Held For Sale-Discontinued Operations		1,143			20,641			1,143
Other Assets		2,882			2,938			2,801
Total Assets	$	1,045,683		$	1,121,900		$	848,882

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts Payable	$	195,676		$	212,111		$	61,024
Deferred Revenue		9,547			9,357			4,098
Accrued Vacation		11,786			11,605			11,678
Accrued Payroll		11,622			10,745			5,105
Other Accrued Expenses		21,343			28,587			19,363
Income Taxes Payable		1,095			-			-
Current Liabilities Held For Sale		-			141			61
Current Liabilities Held For Sale-Discontinued Operations		3,649			16,300			4,285
Current Portion of Operating Lease Obligations		25,776			-			-
Current Portion of Financing Lease Obligations		6,137			-			-
Current Portion of Capital Lease Obligations		-			5,784			6,418
Current Portion of Long-Term Debt		-			849			345
Total Current Liabilities		286,631			295,479			112,377
Long-Term Debt, Less Current Portion		243,978			353,549			265,900
Operating Lease Obligations, Less Current Portion		52,992			-			-
Financing Lease Obligations, Less Current Portion		26,773			-			-
Capital Lease Obligations, Less Current Portion		-			30,757			31,286
Pension Liabilities		18,661			26,233			17,349
Noncurrent Liabilities Held For Sale		-			616			305
Noncurrent Liabilities Held For Sale-Discontinued Operations		-			552			-
Other Long-Term Liabilities		3,986			4,933			4,180
Total Liabilities		633,021			712,119			431,397
Commitments and Contingencies
Stockholders' Equity:
Preferred Stock		703			707			707
Common Stock, $.25 Par Value Per Share		3,040			3,038			3,039
Additional Paid-in Capital		98,313			98,211			98,260
Treasury Stock, at Cost		(84,320	)		(71,135	)		(75,740	)
Accumulated Other Comprehensive Loss		(18,285	)		(25,169	)		(18,285	)
Retained Earnings		413,211			404,129			409,504
Total Stockholders' Equity		412,662			409,781			417,485
Total Liabilities and Stockholders’ Equity	$	1,045,683		$	1,121,900		$	848,882

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

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SENECA FOODS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF NET EARNINGS
(Unaudited)
(In Thousands, Except Per Share Data)

	Three Months Ended						Six Months Ended
	September 28, 2019			September 29, 2018			September 28, 2019			September 29, 2018

Net Sales	$	370,002		$	320,660		$	634,927		$	564,753

Costs and Expenses:
Cost of Product Sold		345,947			309,652			591,698			536,957
Selling, General and Administrative		17,692			18,355			33,950			36,043
Plant Restructuring Charge		1,146			845			5,952			883
Other Operating Income		(2,174	)		(3,359	)		(7,001	)		(4,274	)
Total Costs and Expenses		362,611			325,493			624,599			569,609
Operating Income (Loss)		7,391			(4,833	)		10,328			(4,856	)
Other Income		(1,804	)		(1,022	)		(3,607	)		(2,042	)
Interest Expense, Net		3,141			3,898			6,493			7,723
Earnings (Loss) From Continuing Operations Before Income Taxes		6,054			(7,709	)		7,442			(10,537	)
Income Taxes (Benefit) From Continuing Operations		1,419			(2,075	)		1,704			(2,743	)
Earnings (Loss) From Continuing Operations		4,635			(5,634	)		5,738			(7,794	)
Earnings From Discontinued Operations (net of income taxes)		-			14,750			-			8,155
Net Earnings	$	4,635		$	9,116		$	5,738		$	361

Basic Earnings (Loss) per Common Share:
Continuing Operations	$	0.50		$	(0.58	)	$	0.61		$	(0.80	)
Discontinued Operations	$	-		$	1.51		$	-		$	0.83
Net Basic Earnings per Common Share	$	0.50		$	0.93		$	0.61		$	0.03

Diluted Earnings (Loss) per Common Share:
Continuing Operations	$	0.49		$	(0.58	)	$	0.61		$	(0.80	)
Discontinued Operations	$	-		$	1.50		$	-		$	0.83
Net Diluted Earnings per Common Share	$	0.49		$	0.92		$	0.61		$	0.03

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

SENECA FOODS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(In Thousands)

	Three Months Ended				Six Months Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018

Comprehensive income:
Net earnings	$	4,635	$	9,116	$	5,738	$	361
Change in pension, post retirement benefits and other (net of tax)		-		51		-		102
Total	$	4,635	$	9,167	$	5,738	$	463

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

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SENECA FOODS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In Thousands)

	Six Months Ended
	September 28, 2019			September 29, 2018
Cash Flows from Operating Activities:
Net Earnings (Loss) From Continuing Operations	$	5,738		$	(7,794	)
Net Earnings From Discontinued Operations (Net of Tax)		-			8,155

Adjustments to Reconcile Net Earnings (Loss) to
Net Cash Provided By Operations:
Depreciation & Amortization		14,698			16,086
Gain on the Sale of Assets		(7,036	)		(10,115	)
Provision for Restructuring and Impairment		5,682			4,287
Deferred Income Tax Benefit		(773	)		(99	)
Changes in Operating Assets and Liabilities:
Accounts Receivable		(39,247	)		(25,797	)
Inventories		(73,499	)		(72,266	)
Other Current Assets		(4,539	)		(3,226	)
Income Taxes		2,989			(324	)
Accounts Payable, Accrued Expenses and Other Liabilities		160,585			157,812
Net Cash Provided By Operations		64,598			66,719
Cash Flows from Investing Activities:
Additions to Property, Plant and Equipment		(16,472	)		(20,318	)
Proceeds from the Sale of Assets		10,429			20,055
Net Cash Used In Investing Activities		(6,043	)		(263	)
Cash Flows from Financing Activities:
Long-Term Borrowing		226,902			237,304
Payments on Long-Term Debt and Lease Obligations		(267,020	)		(304,777	)
Other Assets		(433	)		301
Payments on Financing Leases		(3,252	)		-
Purchase of Treasury Stock		(8,580	)		(1,579	)
Dividends		(12	)		(12	)
Net Cash Used In Financing Activities		(52,395	)		(68,763	)

Net Increase (Decrease) in Cash and Cash Equivalents		6,160			(2,307	)
Cash and Cash Equivalents, Beginning of the Period		11,480			15,102
Cash and Cash Equivalents, End of the Period	$	17,640		$	12,795

Supplemental Disclosures of Cash Flow Information:
Noncash Transactions:
Property, Plant and Equipment Purchased Under Lease Obligations	$	7,045		$	-

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

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SENECA FOODS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

(Unaudited)

(In Thousands)

											Accumulated
						Additional					Other
	Preferred			Common		Paid-In		Treasury			Comprehensive			Retained
	Stock			Stock		Capital		Stock			Loss			Earnings
First Quarter FY 2020:
Balance March 31, 2019	$	707		$	3,039	$	98,260	$	(75,740	)	$	(18,285	)	$	409,504
Net earnings		-			-		-		-			-			1,103
Cash dividends paid on preferred stock		-			-		-		-			-			(12	)
Equity incentive program		-			-		25		-			-			-
Purchase treasury stock		-			-		-		(2,744	)		-			-
Operating lease impairment adjustment upon the adoption of ASU 2016-02 "Leases" (net of tax)		-			-		-		-			-			(2,019	)
Balance June 29, 2019	$	707		$	3,039	$	98,285	$	(78,484	)	$	(18,285	)	$	408,576
Second Quarter FY 2020:
Net earnings		-			-		-		-			-			4,635
Equity incentive program		-			-		25		-			-			-
Preferred stock conversion		(4	)		1		3		-			-			-
Purchase treasury stock		-			-		-		(5,836	)		-			-
Balance September 28, 2019	$	703		$	3,040	$	98,313	$	(84,320	)	$	(18,285	)	$	413,211
First Quarter FY 2019:
Balance March 31, 2018	$	707		$	3,038	$	98,161	$	(69,556	)	$	(25,067	)	$	403,780
Net loss		-			-		-		-			-			(8,755	)
Cash dividends paid on preferred stock		-			-		-		-			-			(12	)
Equity incentive program		-			-		25		-			-			-
Change in pension, post retirement benefits, other (net of tax)		-			-		-		-			(51	)		-
Balance June 30, 2018	$	707		$	3,038	$	98,186	$	(69,556	)	$	(25,118	)	$	395,013
Second Quarter FY 2019:
Net earnings		-			-		-		-			-			9,116
Equity incentive program		-			-		25		-			-			-
Purchase treasury stock		-			-		-		(1,579	)		-			-
Change in pension, post retirement benefits, other (net of tax)		-			-		-		-			(51	)		-
Balance September 29, 2018	$	707		$	3,038	$	98,211	$	(71,135	)	$	(25,169	)	$	404,129

Preferred Stock

Common Stock

10%

Cumulative Par

2003 Series

Value $.25

Value $.025

Participating

Class A

Class B

Callable at Par

Convertible

Convertible Par

Common Stock

Voting

Value $.025

Par Value $.25

Shares authorized and designated:

September 28, 2019

200,000

1,400,000

37,155

500

20,000,000

10,000,000

Shares outstanding:

September 28, 2019

200,000

807,240

37,155

500

7,481,479

1,753,136

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

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SENECA FOODS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

September 28, 2019

1.	Unaudited Condensed Consolidated Financial Statements

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, which are normal and recurring in nature, necessary to present fairly the financial position of Seneca Foods Corporation (the “Company”) as of September 28, 2019 and results of its operations and its cash flows for the interim periods presented. All significant intercompany transactions and accounts have been eliminated in consolidation. The March 31, 2019 balance sheet was derived from the audited consolidated financial statements.

The results of operations for the three and six month periods ended September 28, 2019 are not necessarily indicative of the results to be expected for the full year.

During the six months ended September 28, 2019, the Company sold $68,139,000 of Green Giant finished goods inventory to B&G Foods, Inc. for cash, on a bill and hold basis, as compared to $38,302,000 for the six months ended September 29, 2018. Under the terms of the bill and hold agreement, title to the specified inventory is transferred to B&G. Under the new revenue recognition standard, this contract qualifies for bill and hold accounting treatment as the Company has concluded that control of the unlabeled products transfers to the customer at the time title transfers as the customer has the right to control the inventory (prior to physical delivery) and the Company has a right to payment, which results in earlier revenue recognition. Labeling and storage services that are provided after control of the goods has transferred to the customer are accounted for as separate performance obligations for which revenue is deferred until the services are performed.

The accounting policies followed by the Company are set forth in Note 1 to the Company's Consolidated Financial Statements in the Company’s 2019 Annual Report on Form 10-K.

Other footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes included in the Company's 2019 Annual Report on Form 10-K.

All references to years are fiscal years ended or ending March 31 unless otherwise indicated. Certain percentage tables may not foot due to rounding.

Reclassifications—Certain previously reported amounts have been reclassified to conform to the current period classification.

2.	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. During the second quarter of fiscal 2019, the Company ceased use of the Modesto facility. 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. The business we exited is part of the Fruit and Vegetable segment.

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SENECA FOODS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

September 28, 2019

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 Balance Sheets (in thousands):

	September 28		September 29		March 31
	2019		2018		2019
Accounts Receivable	$	-	$	5,058	$	-
Inventories		-		18,632		-
Other Current Assets		98		-		98

Current Assets Held For Sale-Discontinued Operations	$	98	$	23,690	$	98

Other Assets	$	1,143	$	1,674	$	1,143
Property, Plant and Equipment (net)		-		18,967		-

Noncurrent Assets Held For Sale-Discontinued Operations	$	1,143	$	20,641	$	1,143

Accounts Payable and Accrued Expenses	$	3,649	$	16,178	$	4,285
Long-Term Debt and Capital Leases Current Portion		-		122		-
Current Liabilities Held For Sale-Discontinued Operations	$	3,649	$	16,300	$	4,285

Long-Term Debt and Capital Lease Obligations	$	-	$	552	$	-
Noncurrent Liabilities Held For Sale Discontinued Operations	$	-	$	552	$	-

The operating results of the discontinued operations that are reflected in the Unaudited Condensed Consolidated Statements of Net Earnings (Loss) from discontinued operations are as follows:

	Three Months Ended					Six Months Ended
	September 28		September 29			September 28		September 29
	2019		2018			2019		2018

Net Sales	$	-	$	10,750		$	-	$	110,049

Costs and Expenses:

Cost of Product Sold		-		13,887			-		124,076
Selling, General and Administrative		-		218			-		998
Plant Restructuring Charge (a)		-		1,714			-		3,496
Interest (Income) Expense (b)		-		453			-		1,077
Total cost and expenses		-		16,272			-		129,647
Loss From Discontinued Operations Before Income Taxes		-		(5,522	)		-		(19,598	)
Gain on the Sale of Assets Before Income Taxes (c) (d)		-		(24,628	)		-		(30,266	)
Income Tax Benefit		-		4,356			-		2,513
Net Loss From Discontinued Operations, Net of Tax	$	-	$	14,750		$	-	$	8,155

Supplemental Information on Discontinued Operations:
Capital Expenditures		-		-			-		3,937
Depreciation		-		618			-		1,295

	(a)	Includes $1,653,000 and $1,648,000 of Modesto severance in the three and six month periods of prior year, respectively.
	(b)	Includes interest on debt directly related to Modesto including the building mortgage and equipment capital leases and an allocation of the Company's line of credit facilty.
	(c)	Includes a $24,211,000 gain from LIFO layer liquidations from the disposal of the inventory for both prior three and six months.
	(d)	Includes a $4,975,000 gain on the sale of bins for the prior six months period.

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SENECA FOODS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

September 28, 2019

3.	Revenue Recognition

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

	Three Months Ended				Six Months Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Canned Vegetables	$	227.0	$	209.7	$	405.9	$	371.6
B&G*		61.8		31.7		68.9		39.0
Frozen		25.0		29.7		44.5		57.8
Fruit Products		26.9		22.3		49.5		43.5
Chip Products		3.1		3.2		6.0		5.2
Prepared Foods		23.6		19.9		53.4		37.3
Other		2.6		4.2		6.7		10.4
	$	370.0	$	320.7	$	634.9	$	564.8

*B&G includes canned and frozen vegetable sales exclusively for B&G.

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SENECA FOODS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

September 28, 2019

4.	Inventories

First-In, First-Out (“FIFO”) based inventory costs exceeded LIFO based inventory costs by $165,221,000 as of the end of the second quarter of fiscal 2020 as compared to $134,953,000 as of the end of the second quarter of fiscal 2019. The change in the LIFO Reserve for the three months ended September 28, 2019 was an increase of $704,000 as compared to a decrease of $9,550,000 for the three months ended September 29, 2018.

The change in the LIFO Reserve from continuing operations for the six months ended September 28, 2019 was an increase of $3,880,000 as compared to a decrease of $10,054,000 for the six months ended September 29, 2018. This current year-to-date reflects the projected impact of an overall cost increase expected in fiscal 2020 versus fiscal 2019. The following table shows inventory by category and the related LIFO balance (in thousands):

	September 28, 2019		September 29, 2018		March 31, 2019


Finished products	$	547,116	$	640,258	$	454,920
In process		27,190		46,274		42,045
Raw materials and supplies		166,098		132,318		166,060
		740,404		818,850		663,025
Less excess of FIFO cost over LIFO cost		165,221		134,953		161,341
Total inventories	$	575,183	$	683,897	$	501,684

5.	Leases

The Company determines if an arrangement is a lease at inception of the agreement. Operating leases are included in right-of-use operating assets, and current and noncurrent operating lease obligations in the Company’s Condensed 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.

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SENECA FOODS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

September 28, 2019

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 the commencement date of the new standard (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. The Company currently has finance leases which were accounted for as capital leases under the previous standard and were unchanged as a result of this standard implementation.

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 will be shortened due to the planned closure of the facility after the year’s pack.

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) :

	Three Months		Six Months
	September 28, 2019		September 28, 2019

Lease cost:

Amortization of right of use asset	$	1,040	$	2,107
Interest on lease liabilities		344		712
Finance lease cost		1,384		2,819
Operating lease cost		7,789		15,689
Total lease cost	$	9,173	$	18,508

Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from finance leases			$	712
Operating cash flows from operating leases				18,390
Financing cash flows from finance leases				3,252
Total			$	22,354

Right-of-use assets obtained in exchange for new finance lease liabilities			$	1,471
Right-of-use assets obtained in exchange for new operating lease liabilities			$	5,574
Weighted-average lease term (years):
Financing leases				5.6
Operating leases				3.9
Weighted-average discount rate (percentage):
Financing leases				4.2
Operating leases				4.6

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SENECA FOODS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENCED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

September 28, 2019

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 September 28, 2019 (in thousands) were as follows:

Years ending March 31:	Operating		Financing
Balance of 2020	$	11,984	$	3,651
2021		27,300		7,300
2022		19,666		7,300
2023		13,516		7,300
2024		6,518		5,583
2025-2031		7,169		5,748
Total minimum payment required	$	86,153	$	36,882
Less interest		7,385		3,972
Present value of minimum lease payments		78,768		32,910
Amount due within one year		25,776		6,137
Long-term lease obligations	$	52,992	$	26,773

As the Company has not restated prior year information for its adoption of ASC Topic 842, the following presents its future minimum lease payments for operating and capital leases under ASC Topic 840 on March 31, 2019:

Years ending March 31:	Operating		Capital
2020	$	28,689	$	7,827
2021		24,938		7,827
2022		17,526		7,827
2023		12,062		7,827
2024		5,950		6,102
2025-2031		6,927		5,267
Total minimum payment required	$	96,092	$	42,677
Less interest				4,973
Present value of minimum lease payments				37,704
Amount due within one year				6,418
Long-term capital lease obligation			$	31,286

6.	Revolving Credit Facility

The Company entered into a five-year revolving credit facility (“Revolver”) on July 5, 2016. Maximum borrowings under the Revolver total $400,000,000 from April through July and $500,000,000 from August through March. The Revolver balance as of September 28, 2019 was $133,338,000 and is included in Long-Term Debt in the accompanying Condensed Consolidated Balance Sheets since the Revolver matures on July 5, 2021. 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 and fruits the Company processes. The majority of vegetable and fruit inventories are produced during the months of June through November and are then sold over the following year. Payment terms for vegetable and fruit 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.

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SENECA FOODS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

September 28, 2019

The decrease in average amount of Revolver borrowings during the first six months of fiscal 2020 compared to the first six months of fiscal 2019 was attributable to the sale of certain Company facilities during the last year (mostly Modesto, California).

General terms of the Revolver include payment of interest at LIBOR plus a defined spread.

The following table documents the quantitative data for Revolver borrowings during the second quarter and year-to-date for fiscal 2020 and fiscal 2019:

	Second Quarter						Year-to-Date
	2020			2019			2020			2019
	(In thousands)						(In thousands)
Reported end of period:
Outstanding borrowings	$	133,338		$	242,947		$	133,338		$	242,947
Weighted average interest rate		3.64	%		3.73	%		3.64	%		3.73	%
Reported during the period:
Maximum amount of borrowings	$	151,477		$	242,947		$	151,477		$	294,062
Average outstanding borrowings	$	131,551		$	220,917		$	132,836		$	241,855
Weighted average interest rate		3.81	%		3.64	%		3.90	%		3.56	%

7.	Stockholders’ Equity

During the six-month period ended September 28, 2019, the Company repurchased $5,054,000 of its Class A Common Stock and $3,526,000 of its Class B Common Stock as Treasury Stock. As of September 28, 2019, there are 2,926,518 shares or $84,320,000 of repurchased stock. These shares are not considered outstanding.

8.	Retirement Plans

The net periodic benefit cost for the Company’s pension plan consisted of:

	Three Months Ended						Six Months Ended
	September 28, 2019			September 29, 2018			September 28, 2019			September 29, 2018
	(In thousands)
Service Cost	$	2,288		$	2,442		$	4,572		$	4,885
Interest Cost		2,296			2,243			4,593			4,486
Expected Return on Plan Assets		(3,958	)		(3,596	)		(7,913	)		(7,192	)
Amortization of Prior Service Cost		30			30			60			60
Amortization of Net Loss		-			303			-			605
Net Periodic Benefit Cost	$	656		$	1,422		$	1,312		$	2,844

There was no contribution to the pension plan in the six month periods ended September 28, 2019 or September 29, 2018.

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SENECA FOODS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

September 28, 2019

9.	Plant Restructuring

The following table summarizes the rollforward of restructuring charges and related asset impairment charges recorded and the accruals established:

	Restructuring Payable
	Severance			Other Costs			Total
	(In thousands)

Balance March 31, 2019	$	225		$	1		$	226
First quarter charge		586			4,220			4,806
Second quarter charge		386			760			1,146
Cash payments/write offs		(836	)		(4,981	)		(5,817	)
Balance September 28, 2019	$	361		$	-		$	361

	Severance			Other Costs			Total
	(In thousands)

Balance March 31, 2018	$	-		$	-		$	-
First quarter charge		110			(72	)		38
Second quarter charge		845			-			845
Cash payments/write offs		(177	)		72			(105	)
Balance September 29, 2018	$	778		$	-		$	778

During the quarter ended September 28, 2019 the Company recorded a restructuring charge of $1,146,000 related to the closing of plants in the Midwest and Northwest of which $2,230,000 was for accelerated amortization of right-of-use operating lease assets, $405,000 was mostly related to equipment moves and $386,000 was related to severance. The Company also recorded a credit of $1,875,000 for the reduced lease liability of previously impaired leases. During the quarter ended June 29, 2019, the Company recorded a restructuring charge of $4,806,000 related to the closing of plants in the Midwest and Northwest of which $2,245,000 was for accelerated amortization of right-of-use operating lease assets, $1,975,000 was mostly related to equipment moves and $586,000 was related to severance.

During the quarter ended September 29, 2018, the Company recorded a restructuring charge of $845,000 related to the closing and sale of plants in the East and Northwest of which $841,000 was related to severance cost, and $4,000 which was related to other costs (mostly equipment moves). During the quarter ended June 30, 2018, the Company recorded a restructuring charge of $38,000, related to the closing of plants in the Northwest of which $110,000 was related to severance cost, a $(92,000) credit related to asset impairments (contra fixed assets), and $20,000 was related to other costs (mostly equipment moves).

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SENECA FOODS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

September 28, 2019

10.	Other Operating Income and Expense

During the six months ended September 28, 2019 the Company recorded a gain on the partial sale of a plant in the Midwest of $3,742,000. The Company also recorded a gain of on the sale of unused fixed assets of $3,259,000. During the six months ended September 29, 2018, the Company sold unused fixed assets which resulted in a gain of $4,060,000. These items are included in other operating income in the Unaudited Condensed Consolidated Statements of Net Earnings.

11.	Recently Issued Accounting Standards

In February 2016, the FASB issued ASU 2016-02, “Leases.” ASU 2016-02 establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. In July 2018, the FASB issued ASU No. 2018-11, Targeted Improvements – Leases (Topic 842)." This update provides an optional transition method that allows entities to elect to apply the standard retrospectively at the beginning of the period of adoption, versus recasting the prior periods presented. If elected, an entity would recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This guidance is effective for annual periods beginning after December 15, 2018. We adopted ASU 2016-02 as of April 1, 2019, using the optional transition method provided by ASU 2018-11. The standard resulted in the initial recognition of $88,333,000 of total operating lease assets and $91,025,000 of net operating lease liabilities and a net adjustment to retained earnings totaling $2,019,000 ($2,692,000 less tax effect of $673,000) on the Condensed Consolidated Balance Sheet on April 1, 2019. The standard did not materially impact the Condensed Consolidated Statement of Income or Condensed Consolidated Statement of Cash Flows. At adoption, the Company recorded an adjustment to retained earnings of $2,019,000, which includes an impairment loss that was related to a Northwest plant impairment which was incurred in March 2019 just prior to adoption of this standard. The disclosures required by the recently adopted accounting standard are included in Note 5 of the Notes to the Condensed Consolidated Financial Statements.

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 is effective for annual periods beginning after December 15, 2020, with early adoption permitted. The amendments in this ASU should be applied on a retrospective basis to all periods presented. We are currently evaluating the effect that ASU 2018-14 will have on our condensed consolidated financial statements and related disclosures.

There were no other recently issued accounting pronouncements that impacted the Company’s condensed consolidated financial statements. In addition, the Company did not adopt any other new accounting pronouncements during the quarter ended September 28, 2019.

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SENECA FOODS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

September 28, 2019

12.	Earnings (Loss) per Common Share

Earnings per share from continuing and discontinued operations for the quarters and year-to-date periods ended September 28, 2019 and September 29, 2018 are as follows:

	Q U A R T E R					Y E A R T O D A T E
(Thousands, except per share amounts)	Fiscal 2020		Fiscal 2019			Fiscal 2020		Fiscal 2019
Continuing Operations
Basic

Earnings (loss) from continuing operations	$	4,635	$	(5,634	)	$	5,738	$	(7,794	)
Deduct preferred stock dividends paid		6		6			12		12

Undistributed earnings (loss) from continuing operations		4,629		(5,640	)		5,726		(7,806	)
Earnings (loss) from continuing operations attributable to participating preferred		19		(22	)		23		(30	)

Earnings (loss) from continuing operations attributable to common shareholders	$	4,610	$	(5,618	)	$	5,703	$	(7,776	)

Weighted average common shares outstanding		9,267		9,713			9,372		9,729

Basic earnings (loss) per common share from continuing operations	$	0.50	$	(0.58	)	$	0.61	$	(0.80	)

Diluted

Earnings (loss) from continuing operations attributable to common shareholders	$	4,610	$	(5,618	)	$	5,703	$	(7,776	)
Add dividends on convertible preferred stock		5		-			10		-

Earnings (loss) from continuing operations attributable to common stock on a diluted basis	$	4,615	$	(5,618	)	$	5,713	$	(7,776	)

Weighted average common shares outstanding-basic		9,267		9,713			9,372		9,729
Additional shares issued related to the equity compensation plan		2		-			2		-
Additional shares to be issued under full conversion of preferred stock		67		-			67		-

Total shares for diluted		9,336		9,713			9,441		9,729

Diluted earnings (loss) per common share from continuing operations	$	0.49	$	(0.58	)	$	0.61	$	(0.80	)

Note: For fiscal 2019, add backs for equity compenstion and additional shares that were anti-dilutive were excluded.

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SENECA FOODS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

September 28, 2019

	Q U A R T E R				Y E A R T O D A T E
(Thousands, except per share amounts)	Fiscal 2020		Fiscal 2019		Fiscal 2020		Fiscal 2019
Discontinued Operations
Basic

Earnings from discontinued operations	$	-	$	14,750	$	-	$	8,155
Deduct preferred stock dividends paid		-		6		-		12

Undistributed earnings from discontinued operations		-		14,744		-		8,143
Earnings from discontinued operations attributable to participating preferred		-		57		-		32

Earnings from discontinued operations attributable to common shareholders	$	-	$	14,687	$	-	$	8,111

Weighted average common shares outstanding		9,267		9,713		9,372		9,729

Basic earnings per common share from discontinued operations	$	-	$	1.51	$	-	$	0.83

Diluted

Earnings from discontinued operations attributable to common shareholders	$	-	$	14,687	$	-	$	8,111
Add dividends on convertible preferred stock		-		5		-		10

Earnings from continuing operations attributable to common stock on a diluted basis	$	-	$	14,692	$	-	$	8,121

Weighted average common shares outstanding-basic		9,267		9,713		9,372		9,729
Additional shares issued related to the equity compensation plan		2		2		2		2
Additional shares to be issued under full conversion of preferred stock		67		67		67		67

Total shares for diluted		9,336		9,782		9,441		9,798

Diluted earnings per common share from discontinued operations	$	-	$	1.50	$	-	$	0.83

Note: For fiscal 2019, add backs for equity compensation and additional shares that were anti-dilutive were excluded.

13.	Fair Value of Financial Instruments

As required by Accounting Standards Codification ("ASC") 825, “Financial Instruments,” the Company estimates the fair values of financial instruments on a quarterly basis. The estimated fair value for long-term debt (classified as Level 2 in the fair value hierarchy) is determined by the quoted market prices for similar debt (comparable to the Company’s financial strength) or current rates offered to the Company for debt with the same maturities. Long-term debt, including current portion had a carrying amount of $243,978,000 and an estimated fair value of $243,903,000 as of September 28, 2019. Long-term debt, including current portion had a carrying amount of $354,398,000 and an estimated fair value of $354,304,000 as of September 29, 2018. As of March 31, 2019, the carrying amount was $266,245,000 and the estimated fair value was $266,140,000. The fair values of all the other financial instruments approximate their carrying value due to their short-term nature.

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SENECA FOODS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

September 28, 2019

14.	Income Taxes

The effective tax rate for continuing operations was 22.9% and 26.0% for the six month periods ended September 28, 2019 and September 29, 2018, respectively. The 3.1 percentage point decrease in tax rate is primarily due to federal credits and incentives. The dollar amount of the federal credits and incentives did not change significantly from 2019 to 2020. The decrease is the result of an increase in projected pre-tax income from 2019 to 2020. This increase resulted in the federal credits and incentives having a smaller impact on the tax rate in 2020.

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ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OPERATIONS
September 28, 2019

Seneca Foods Corporation (the “Company”) is a leading provider of packaged fruits and vegetables, with facilities located throughout the United States. 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 Green Giant®, Le Sueur® and other brands of canned vegetables as well as select Green Giant® frozen vegetables for B&G Foods North America (“B&G”) under a contract packing agreement. In addition, Seneca provides contract packing services mostly through its wholly owned subsidiary Truitt Bros., Inc.

During April 2019, the Company announced production at its fruit processing plant in Sunnyside, Washington will cease after the end of the 2019 production season. The Company will continue to store, case and label products at this facility until sometime later this year. Therefore, this facility will not be available for immediate sale until sometime later this year. The plant restructuring charge for Sunnyside right-of-use assets is being amortized over seven months.

The Company’s raw product is harvested mainly between June through November.

Results of Operations:

Sales:

The second fiscal quarter 2020 results include net continuing sales of $370,002,000, which represents a 15.4% increase, or $49,342,000, from the second quarter of fiscal 2019. The net increase in sales is due to a sales volume increase of $25,730,000 and by higher selling prices/sales mix of $23,612,000. The increase in sales is primarily from a $30,122,000 increase in B&G Foods, Inc. sales, a $17,283,000 increase in other Canned Vegetable sales, a $4,561,000 increase in Fruit sales and a $3,758,000 increase in Prepared Food sales partially offset by a $4,682,000 decrease in Frozen sales and a $1,586,000 decrease in Other sales.

The six months ended 2020 results include net continuing sales of $634,927,000, which represents a 12.4% increase, or $70,174,000, from the second quarter of fiscal 2019. The net increase in sales is due to a sales volume increase of $36,144,000 and by higher selling prices/sales mix of $34,030,000. The increase in sales is primarily from a $34,255,000 increase in Canned Vegetable sales, a $29,895,000 increase in B&G Foods, Inc. sales, a $16,207,000 increase in Prepared Food sales, a $6,088,000 increase in Fruit sales, partially offset by a $13,340,000 decrease in Frozen sales and a $3,726,000 decrease in Other sales.

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ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OPERATIONS
September 28, 2019

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

	Three Months Ended				Six Months Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Canned Vegetables	$	227.0	$	209.7	$	405.9	$	371.6
B&G*		61.8		31.7		68.9		39.0
Frozen		25.0		29.7		44.5		57.8
Fruit Products		26.9		22.3		49.5		43.5
Chip Products		3.1		3.2		6.0		5.2
Prepared Foods		23.6		19.9		53.4		37.3
Other		2.6		4.2		6.7		10.4
	$	370.0	$	320.7	$	634.9	$	564.8

*B&G includes canned and frozen vegetable sales exclusively for B&G.

Operating Income:

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

	Three Months Ended						Six Months Ended
	September 28, 2019			September 29, 2018			September 28, 2019			September 29, 2018
Gross Margin		6.5	%		3.4	%		6.8	%		4.9	%

Selling		2.3	%		2.5	%		2.5	%		2.9	%
Administrative		2.4	%		3.0	%		2.8	%		3.4	%
Plant Restructuring		0.3	%		0.3	%		0.9	%		0.2	%
Other Operating Income		-0.6	%		-1.0	%		-1.1	%		-0.8	%

Operating Income		2.0	%		-1.5	%		1.6	%		-0.9	%

Interest Expense, Net		0.8	%		1.2	%		1.0	%		1.4	%

For the three month period ended September 28, 2019, the gross margin increased from the prior year quarter from 3.4% to 6.5% due primarily to higher prices in the second quarter of 2020 and a lower LIFO charge. The LIFO charge from continuing operations for the second quarter ended September 28, 2019 was $704,000 as compared to a charge of $14,661,000 for the second quarter ended September 29, 2018 and reflects the impact on the quarter of lower cost increases incurred in fiscal 2020, compared with higher cost increases to fiscal 2019. On an after-tax basis, the LIFO impact on net earnings decreased by $528,000 for the quarter ended September 28, 2019 and decreased the LIFO impact on net earnings by $10,996,000 for the quarter ended September 29, 2018, based on the historical statutory federal income tax rate.

For the six month period ended September 28, 2019, the gross margin increased from the prior year period from 4.9% to 6.8% due primarily to higher selling prices and lower LIFO charge in the current year. The LIFO charge for the first half ended September 28, 2019 which was $3,880,000 as compared to a charge of $14,157,000 for the first half ended September 29, 2018 and reflects the impact on the quarter of lower cost increases incurred in fiscal 2020, compared with higher cost increases to fiscal 2019. On an after-tax basis, the LIFO impact on net earnings decreased by $2,910,000 for the first half ended September 28, 2019 and decreased the LIFO impact on net earnings by $10,618,000 for the first half ended September 29, 2018, based on the historical statutory federal income tax rate.

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ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OPERATIONS
September 28, 2019

For the three month period ended September 28, 2019, selling costs as a percentage of sales decreased from 2.5% to 2.3% compared to the prior year. For the six month period ended September 28, 2019, selling costs as a percentage of sales decreased from 2.9% to 2.5% compared to the prior year. This is primarily due to the fact that B&G sales were higher than the prior year quarter and year-to-date and they don’t incur selling costs.

For the three month period ended September 28, 2019, administrative expense as a percentage of sales decreased from 3.0% to 2.4%. For the six month period ended September 28, 2019, administrative expense as a percentage of sales decreased from 3.4% to 2.8%. This primarily due to higher sales during the quarter and six months compared to same periods in the prior year and the fixed nature of these administrative costs.

During the six months ended September 28, 2019 the Company recorded a gain on the partial sale of a plant in the Midwest of $3,742,000. The Company also recorded a gain on the sale of unused fixed assets of $3,259,000. During the six months ended September 29, 2018, the Company sold unused fixed assets which resulted in a gain of $4,060,000. These items are included in other operating income in the Unaudited Condensed Consolidated Statements of Net Earnings.

Interest expense for the second quarter ended September 28, 2019, as a percentage of sales, decreased to 0.8% from 1.2% in second quarter ended September 29, 2018. Interest expense for the six months ended September 28, 2019, as a percentage of sales, decreased to 1.0% from 1.4% in second quarter ended September 29, 2018. During fiscal 2020, overall borrowings and interest rates were lower than the previous year.

Income Taxes:

The effective tax rate for continuing operations was 22.9% and 26.0% for the six month periods ended September 28, 2019 and September 29, 2018, respectively. The 3.1 percentage point decrease change in tax rate is primarily due to federal credits and incentives. The dollar amount of the federal credits and incentives did not change significantly from 2019 to 2020. The decrease is the result of an increase in projected pre-tax income from 2019 to 2020. This increase resulted in the federal credits and incentives having a smaller impact on the tax rate in 2020.

Earnings (Loss) per Share:

Continuing basic earnings (loss) per share were $0.50 and $(0.58) for the three months ended September 28, 2019 and September 29, 2018, respectively. Continuing diluted earnings (loss) per share were $0.49 and $(0.58) for the three months ended September 28, 2019 and September 29, 2018, respectively. Continuing basic and diluted (loss) earnings per share were $0.61 and $(0.80) for the six months ended September 28, 2019 and September 29, 2018, respectively. For details of the calculation of these amounts, refer to footnote 12 of the Notes to Condensed Consolidated Financial Statements.

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ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OPERATIONS
September 28, 2019

Liquidity and Capital Resources:

The financial condition of the Company is summarized in the following table and explanatory review:

	September 28,			September 29,		March 31,		March 31,
	2019			2018		2019		2018
Working Capital:
Balance	$	437,273		$	554,759	$	490,871	$	602,504
Change in Quarter		(4,542	)		55,783
Long-Term Debt, Less Current Portion		243,978			353,549		265,900		407,733
Operating Lease Obligations, Less Current Portion		52,992			-		-		-
Financing Lease Obligations, Less Current Portion		26,773			-		-		-
Capital Lease Obligations, Less Current Portion		-			30,757		31,286		34,331
Total Stockholders' Equity Per Equivalent
Common Share (see Note below)		44.18			41.82		43.27		41.73
Stockholders' Equity Per Common Share		44.61			42.20		43.67		42.11
Current Ratio		2.53			2.88		5.37		5.35

Note: Equivalent common shares are either common shares or, for convertible preferred shares, the number of common shares that the preferred shares are convertible into. See Note 9 of the Notes to Consolidated Financial Statements of the Company’s 2019 Annual Report on Form 10-K for conversion details.

As shown in the Condensed Consolidated Statements of Cash Flows, net cash provided by operating activities was $64,598,000 in the six months of fiscal 2020, compared to $66,719,000 in the first six months of fiscal 2019. The $2,121,000 decrease in cash provided is a $1,233,000 increase in cash used for inventory in the first six months of fiscal 2020 as compared to the first six months of fiscal 2019, a $13,450,000 increase in cash used by accounts receivable, a $1,313,000 increase in cash used by other current assets partially offset by a $3,313,000 increase in cash provided by income taxes, a $2,773,000 increase in cash provided by accounts payable, accrued expenses and other liabilities and an increased net earnings of $5,377,000.

As compared to September 29, 2018, inventory decreased $108,714,000 to $575,183,000 at September 28, 2019. The components of the inventory decrease (excluding LIFO) reflect a $93,142,000 decrease in finished goods, a $19,084,000 decrease in work in process and a $33,780,000 increase in raw materials and supplies. The finished goods decrease primarily reflects lower inventory quantities attributable to the lower calendar year 2019 pack versus the calendar year 2018 pack. The raw materials and supplies increase is primarily due to an increase in cans and raw steel quantities compared to the prior year. FIFO based inventory costs exceeded LIFO based inventory costs by $165,221,000 as of the end of the second quarter of 2020 as compared to $134,953,000 as of the end of the second quarter of 2019.

Cash used in investing activities was $6,043,000 in the first six months of fiscal 2020 compared to cash used in investing activities of $263,000 in the first six months of fiscal 2019. Additions to property, plant and equipment were $16,472,000 in the first six months of fiscal 2020 as compared to $20,318,000 in first six months of fiscal 2019. Proceeds from the sale of assets were $10,429,000 for the first six months of fiscal 2020 as compared to $20,055,000 in first six months of fiscal 2019.

Cash used in financing activities was $52,395,000 in the first six months of fiscal 2020, which included borrowings of $226,902,000 and the repayment of $267,020,000 of long-term debt, principally consisting of borrowings and repayments on the revolving credit facility (“Revolver”). Other than borrowings under the Revolver, there was no new long-term debt during the first six months of fiscal 2020. The Company repurchased treasury stock of $8,580,000 in the first six months of fiscal 2020 and repurchased $1,579,000 of its stock during the first six months of fiscal year 2019.

Table of Contents

ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OPERATIONS
September 28, 2019

The Company entered into a five-year revolving credit facility on July 5, 2016. Available borrowings on the Revolver total $400,000,000 from April through July and $500,000,000 from August through March with a maturity date of July 5, 2021. The interest rate on the Revolver is based on LIBOR plus an applicable margin based on excess availability and the Company's fixed charge coverage ratio. As of September 28, 2019, the interest rate was approximately 3.6% on a balance of $133,338,000. We believe that cash flows from operations, availability under our Revolver and other financing sources will provide adequate funds for our working capital needs, planned capital expenditures, and debt obligations for at least the next 12 months.

The Company’s credit facilities contain standard representations and warranties, events of default, and certain affirmative and negative covenants, including various financial covenants. At September 28, 2019, the Company was in compliance with all such financial covenants.

New Accounting Standards

Refer to footnote 11 of the Notes to Condensed Consolidated Financial Statements.

Seasonality

The Company's revenues are typically higher in the second and third fiscal quarters. This is due in part because the Company sells, on a bill and hold basis, Green Giant canned and frozen vegetables to B&G either weekly during production for specialty items, or at the end of each pack cycle, which typically occurs during the months of June to October. B&G buys the product from the Company at cost plus a specified fee for each equivalent case. See the Critical Accounting Policies section below for further details. The Company’s non-Green Giant sales also exhibit seasonality with the third fiscal quarter generating the highest retail sales due to holidays that occur during that quarter.

Forward-Looking Information

The information contained in this report contains, or may contain, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements appear in a number of places in this report and include statements regarding the intent, belief or current expectations of the Company or its officers (including statements preceded by, followed by or that include the words “believes,” “expects,” “anticipates” or similar expressions) with respect to various matters, including (i) the Company’s anticipated needs for, and the availability of, cash, (ii) the Company’s liquidity and financing plans, (iii) the Company’s ability to successfully integrate acquisitions into its operations, (iv) trends affecting the Company’s financial condition or results of operations, including anticipated sales price levels and anticipated expense levels, in particular higher production, fuel and transportation costs, (v) the Company’s plans for expansion of its business (including through acquisitions) and cost savings, and (vi) the impact of competition.

Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Investors are cautioned not to place undue reliance on such statements, which speak only to events as of the date the statements were made. Among the factors that could cause actual results to differ materially are:

●

general economic and business conditions;

●

cost and availability of commodities and other raw materials such as vegetables, steel and packaging materials;

●

transportation costs;

●

climate and weather affecting growing conditions and crop yields;

Table of Contents

ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OPERATIONS
September 28, 2019

●

the availability of financing;

●

leverage and the Company’s ability to service and reduce its debt;

●

foreign currency exchange and interest rate fluctuations;

●

effectiveness of the Company’s marketing and trade promotion programs;

●

changing consumer preferences;

●

competition;

●

product liability claims;

●

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

●

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

●

other risks detailed from time to time in the reports filed by the Company with the SEC.

Except for ongoing obligations to disclose material information as required by the federal securities laws, the Company does not undertake any obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of the filing of this report or to reflect the occurrence of unanticipated events.

Table of Contents

ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OPERATIONS
September 28, 2019

Critical Accounting Policies

During the six months ended September 28, 2019, the Company sold $68,139,000 of Green Giant finished goods inventory to B&G Foods, Inc. for cash, on a bill and hold basis, as compared to $38,302,000 for the six months ended September 29, 2018. Under the terms of the bill and hold agreement, title to the specified inventory transferred to B&G. Under the new revenue recognition standard, this contract qualifies for bill and hold accounting treatment as the Company has concluded that control of the unlabeled products transfers to the customer at the time title transfers as the customer has the right to control the inventory (prior to physical delivery) and the Company has a right to payment, which results in earlier revenue recognition. Labeling and storage services that are provided after control of the goods has transferred to the customer are accounted for as separate performance obligations for which revenue is deferred until the services are performed.

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 our products to consumers, amounts paid to obtain favorable display positions in retailers’ 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 us. 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 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 method because it better compares the cost of current production to current revenue.

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.

Table of Contents

ITEM 3 Quantitative and Qualitative Disclosures About Market Risk

In the ordinary course of business, the Company is exposed to various market risk factors, including changes in general economic conditions, competition and raw material pricing and availability. In addition, the Company is exposed to fluctuations in interest rates, primarily related to its revolving credit facility and the $100,000,000 term loan. To manage interest rate risk, the Company uses both fixed and variable interest rate debt plus fixed interest rate capital lease obligations. There have been no material changes to the Company’s exposure to market risk since March 31, 2019.

Table of Contents

ITEM 4 Controls and Procedures

The Company maintains a system of internal and disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported on a timely basis. The Company’s Board of

Directors, operating through its Audit Committee, which is composed entirely of independent outside directors, provides oversight to the financial reporting process.

An evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, as of September 28, 2019, our disclosure controls and procedures were effective. The Company continues to examine, refine and formalize its disclosure controls and procedures and to monitor ongoing developments in this area.

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

Table of Contents

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings

Refer to footnote 15 to the Consolidated Financial Statements included in Part II Item 8 of the Annual Report on Form 10-K.

Item 1A.

Risk Factors

There have been no material changes to the risk factors disclosed in the Company’s Form 10-K for the period ended March 31, 2019 except to the extent factual information disclosed elsewhere in this Form 10-Q relates to such risk factors.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

	Total Number of				Average Price Paid				Total Number		Maximum Number
	Shares Purchased				per Share				of Shares		(or Approximate
									Purchased as		Dollar Value) of
									Part of Publicly		Shares that May
									Announced		Yet Be Purchased
	Class A		Class B		Class A		Class B		Plans or		Under the Plans or
Period	Common		Common		Common		Common		Programs		Programs
7/01/2019 – 7/30/2019		17,441		121,500	$	28.74	$	28.98		17,441
8/01/2019 – 8/31/2019		32,567		225	$	27.07	$	24.96		32,567
9/01/2019 – 9/30/2019 (1)		31,264		-	$	30.05	$	-		31,264
Total		81,272		121,725	$	28.57	$	28.98		81,272		585,007

Note 1: 17,700 of these shares were purchased in open market transactions by the trustees under the Seneca Foods Corporation Employees' Savings Plan 401(k) Retirement Savings Plan to provide employee matching contributions under the plan.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

None.

Item 5.

Other Information

None.

Item 6.

Exhibits

31.1	Certification of Kraig H. Kayser pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

31.2	Certification of Timothy J. Benjamin pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

32	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

101

The following materials from Seneca Foods Corporation’s Quarterly Report on Form 10-Q for the six months ended September 28, 2019, formatted in XBRL (eXtensible Business Reporting Language): (i) condensed consolidated balance sheets, (ii) condensed consolidated statements of net earnings (loss), (iii) condensed consolidated statements of comprehensive income (loss), (iv) condensed consolidated statements of cash flows, (v) condensed consolidated statements of stockholders’ equity and (vi) the notes to condensed consolidated financial statements.

Table of Contents

SIGNATURES

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

	Seneca Foods Corporation (Company)



November 6, 2019	/s/Kraig H. Kayser Kraig H. Kayser President and Chief Executive Officer


November 6, 2019	/s/Timothy J. Benjamin Timothy J. Benjamin Chief Financial Officer

ex_161116.htm

EXHIBIT 31.1

CERTIFICATION

I, Kraig H. Kayser, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Seneca Foods Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c)

Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

	By:	/s/ Kraig H. Kayser
Dated: November 6, 2019
		Kraig H. Kayser President and Chief Executive Officer

ex_161117.htm

EXHIBIT 31.2

CERTIFICATION

I, Timothy J. Benjamin, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Seneca Foods Corporation;

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

	By:	/s/ Timothy J. Benjamin
Dated: November 6, 2019
		Timothy J. Benjamin Chief Financial Officer

ex_161118.htm

EXHIBIT 32

CERTIFICATION PURSUANT TO

18. U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Seneca Foods Corporation (the "Registrant") on Form 10-Q for the period ended September 28, 2019 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, Kraig H. Kayser, Chief Executive Officer and Timothy J. Benjamin, Chief Financial Officer of the Registrant, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that, to our knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

	/s/Kraig H. Kayser Kraig H. Kayser Chief Executive Officer
November 6, 2019

	/s/ Timothy J. Benjamin Timothy J. Benjamin Chief Financial Officer
November 6, 2019

Note 4 - Inventories - Inventories by Category and Impact of Using LIFO Method (Details) - USD ($)	Sep. 28, 2019	Mar. 31, 2019	Sep. 29, 2018
Finished products	$ 547,116,000	$ 454,920,000	$ 640,258,000
In process	27,190,000	42,045,000	46,274,000
Raw materials and supplies	166,098,000	166,060,000	132,318,000
Total	740,404,000	663,025,000	818,850,000
Less excess of FIFO cost over LIFO cost	165,221,000	161,341,000	134,953,000
Total inventories	$ 575,183,000	$ 501,684,000	$ 683,897,000

Note 2 - Discontinued Operations (Details Textual) - Modesto Facility [Member] - Discontinued Operations, Disposed of by Sale [Member] - USD ($)		3 Months Ended		6 Months Ended
	Oct. 09, 2018	Sep. 28, 2019	Sep. 29, 2018	Sep. 28, 2019	Sep. 29, 2018
Proceeds from Divestiture of Businesses, Net of Cash Divested, Total	$ 63,326,000
Disposal Group, Including Discontinued Operation, Revenue, Percent		15.00%
Effect of LIFO Inventory Liquidation on Income		$ 24,211,000		$ 24,211,000
Bins [Member]
Gain (Loss) on Disposition of Property Plant Equipment, Excluding Oil and Gas Property and Timber Property					$ 4,975,000
Employee Severance [Member]
Restructuring Costs, Total			$ 1,653,000		$ 1,648,000

Condensed Consolidated Balance Sheets (Interim Periods Unaudited) - USD ($)	Sep. 28, 2019	Mar. 31, 2019	Sep. 29, 2018
Current Assets:
Cash and Cash Equivalents	$ 17,640,000	$ 11,480,000	$ 12,795,000
Accounts Receivable, Net	116,035,000	84,122,000	99,799,000
Contracts Receivable	7,334,000
Inventories	575,183,000	501,684,000	683,897,000
Refundable Income Taxes		1,221,000	1,466,000
Other Current Assets	7,614,000	3,075,000	5,443,000
Total Current Assets	723,904,000	603,248,000	850,238,000
Property, Plant and Equipment, Net	204,746,000	239,273,000	242,408,000
Right-of-Use Assets Operating Net	76,178,000
Right-of-Use Assets Financing, Net	33,640,000
Deferred Income Taxes, Net	3,190,000	2,417,000	5,675,000
Noncurrent Assets Held For Sale-Discontinued Operations	1,143,000	1,143,000	20,641,000
Other Assets	2,882,000	2,801,000	2,938,000
Total Assets	1,045,683,000	848,882,000	1,121,900,000
Current Liabilities:
Accounts Payable	195,676,000	61,024,000	212,111,000
Deferred Revenue	9,547,000	4,098,000	9,357,000
Accrued Vacation	11,786,000	11,678,000	11,605,000
Accrued Payroll	11,622,000	5,105,000	10,745,000
Other Accrued Expenses	21,343,000	19,363,000	28,587,000
Income Taxes Payable	1,095,000
Current Portion of Operating Lease Obligations	25,776,000
Current Portion of Financing Lease Obligations	6,137,000
Current Portion of Capital Lease Obligations		6,418,000	5,784,000
Current Portion of Long-Term Debt		345,000	849,000
Total Current Liabilities	286,631,000	112,377,000	295,479,000
Long-Term Debt, Less Current Portion	243,978,000	265,900,000	353,549,000
Operating Lease Obligations, Less Current Portion	52,992,000
Financing Lease Obligations, Less Current Portion	26,773,000
Capital Lease Obligations, Less Current Portion		31,286,000	30,757,000
Pension Liabilities	18,661,000	17,349,000	26,233,000
Other Long-Term Liabilities	3,986,000	4,180,000	4,933,000
Total Liabilities	633,021,000	431,397,000	712,119,000
Commitments and Contingencies
Stockholders' Equity:
Preferred Stock	703,000	707,000	707,000
Common Stock, $.25 Par Value Per Share	3,040,000	3,039,000	3,038,000
Additional Paid-in Capital	98,313,000	98,260,000	98,211,000
Treasury Stock, at Cost	(84,320,000)	(75,740,000)	(71,135,000)
Accumulated Other Comprehensive Loss	(18,285,000)	(18,285,000)	(25,169,000)
Retained Earnings	413,211,000	409,504,000	404,129,000
Total Stockholders' Equity	412,662,000	417,485,000	409,781,000
Total Liabilities and Stockholders’ Equity	1,045,683,000	848,882,000	1,121,900,000
Disposal Group, Held-for-sale, Not Discontinued Operations [Member]
Current Assets:
Current Assets Held For Sale		1,568,000	23,148,000
Current Liabilities:
Current Liabilities Held For Sale		61,000	141,000
Noncurrent Liabilities Held For Sale		305,000	616,000
Discontinued Operations, Held-for-sale [Member]
Current Assets:
Current Assets Held For Sale	98,000	98,000	23,690,000
Current Liabilities:
Current Liabilities Held For Sale	3,649,000	4,285,000	16,300,000
Noncurrent Liabilities Held For Sale			$ 552,000

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Sep. 28, 2019	Sep. 29, 2018
Cash Flows from Operating Activities:
Net Earnings (Loss) From Continuing Operations	$ 5,738	$ (7,794)
Net Earnings From Discontinued Operations (Net of Tax)		8,155
Net Cash Provided By Operations:
Depreciation & Amortization	14,698	16,086
Gain on the Sale of Assets	(7,036)	(10,115)
Provision for Restructuring and Impairment	5,682	4,287
Deferred Income Tax Benefit	(773)	(99)
Changes in Operating Assets and Liabilities:
Accounts Receivable	(39,247)	(25,797)
Inventories	(73,499)	(72,266)
Other Current Assets	(4,539)	(3,226)
Income Taxes	2,989	(324)
Accounts Payable, Accrued Expenses and Other Liabilities	160,585	157,812
Net Cash Provided By Operations	64,598	66,719
Cash Flows from Investing Activities:
Additions to Property, Plant and Equipment	(16,472)	(20,318)
Proceeds from the Sale of Assets	10,429	20,055
Net Cash Used In Investing Activities	(6,043)	(263)
Cash Flows from Financing Activities:
Long-Term Borrowing	226,902	237,304
Payments on Long-Term Debt and Lease Obligations	(267,020)	(304,777)
Other Assets	(433)	301
Payments on Financing Leases	(3,252)
Purchase of Treasury Stock	(8,580)	(1,579)
Dividends	(12)	(12)
Net Cash Used In Financing Activities	(52,395)	(68,763)
Net Increase (Decrease) in Cash and Cash Equivalents	6,160	(2,307)
Cash and Cash Equivalents, Beginning of the Period	11,480	15,102
Cash and Cash Equivalents, End of the Period	17,640	12,795
Noncash Transactions:
Property, Plant and Equipment Purchased Under Lease Obligations	$ 7,045

Note 11 - Recently Issued Accounting Standards

6 Months Ended

Sep. 28, 2019

Notes to Financial Statements

New Accounting Pronouncements and Changes in Accounting Principles [Text Block]

11.	Recently Issued Accounting Standards

February 2016,

the FASB issued ASU

2016

02,

“Leases.” ASU

2016

establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than

months. In

July 2018,

the FASB issued ASU

No.

2018

11,

Targeted Improvements – Leases (Topic

842

)." This update provides an optional transition method that allows entities to elect to apply the standard retrospectively at the beginning of the period of adoption, versus recasting the prior periods presented. If elected, an entity would recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This guidance is effective for annual periods beginning after

December 15, 2018.

We adopted ASU

2016

as of

April 1, 2019,

using the optional transition method provided by ASU

2018

11.

The standard resulted in the initial recognition of

$88,333,000

of total operating lease assets and

$91,025,000

of net operating lease liabilities and a net adjustment to retained earnings totaling

$2,019,000

(

$2,692,000

less tax effect of

$673,000

) on the Condensed Consolidated Balance Sheet on

April 1, 2019.

The standard did

not

materially impact the Condensed Consolidated Statement of Income or Condensed Consolidated Statement of Cash Flows. At adoption, the Company recorded an adjustment to retained earnings of

$2,019,000,

which includes an impairment loss that was related to a Northwest plant impairment which was incurred in

March 2019

just prior to adoption of this standard. The disclosures required by the recently adopted accounting standard are included in Note

of the Notes to the Condensed Consolidated Financial Statements.

August 2018,

the FASB issued ASU

No.

2018

14,

Compensation—Retirement Benefits—Defined Benefit Plans—General (Topic

715

): 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

is effective for annual periods beginning after

December 15, 2020,

with early adoption permitted. The amendments in this ASU should be applied on a retrospective basis to all periods presented. We are currently evaluating the effect that ASU

2018

will have on our condensed consolidated financial statements and related disclosures.

There were

other recently issued accounting pronouncements that impacted the Company’s condensed consolidated financial statements. In addition, the Company did

not

adopt any other new accounting pronouncements during the quarter ended

September 28, 2019.

Note 3 - Revenue Recognition

6 Months Ended

Sep. 28, 2019

Notes to Financial Statements

Revenue from Contract with Customer [Text Block]

3.	Revenue Recognition

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

	Three Months Ended				Six Months Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Canned Vegetables	$	227.0	$	209.7	$	405.9	$	371.6
B&G*		61.8		31.7		68.9		39.0
Frozen		25.0		29.7		44.5		57.8
Fruit Products		26.9		22.3		49.5		43.5
Chip Products		3.1		3.2		6.0		5.2
Prepared Foods		23.6		19.9		53.4		37.3
Other		2.6		4.2		6.7		10.4
	$	370.0	$	320.7	$	634.9	$	564.8

*B&G includes canned and frozen vegetable sales exclusively for B&G.

Note 7 - Stockholders' Equity

6 Months Ended

Sep. 28, 2019

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

7.	Stockholders’ Equity

During the

six

-month period ended

September 28, 2019,

the Company repurchased

$5,054,000

of its Class A Common Stock and

$3,526,000

of its Class B Common Stock as Treasury Stock. As of

September 28, 2019,

there are

2,926,518

shares or

$84,320,000

of repurchased stock. These shares are

not

considered outstanding.

Note 9 - Plant Restructuring (Details Textual) - USD ($)	3 Months Ended
	Sep. 28, 2019	Jun. 29, 2019	Sep. 29, 2018	Jun. 30, 2018
Closing of Midwest and Northwest Plants [Member]
Restructuring Charges, Total	$ 1,146,000	$ 4,806,000
Restructuring Credit For Reduced Lease Liability	1,875,000
Closing of Midwest and Northwest Plants [Member] \| Lease Impairments [Member]
Restructuring Charges, Total	2,230,000	2,245,000
Closing of Midwest and Northwest Plants [Member] \| Equipment Moves [Member]
Restructuring Charges, Total	405,000	1,975,000
Closing of Midwest and Northwest Plants [Member] \| Employee Severance [Member]
Restructuring Charges, Total	$ 386,000	$ 586,000
Closing of East and Northwest Plants [Member]
Restructuring Charges, Total			$ 845,000
Closing of East and Northwest Plants [Member] \| Employee Severance [Member]
Restructuring Charges, Total			841,000
Closing of East and Northwest Plants [Member] \| Other Restructuring [Member]
Restructuring Charges, Total			$ 4,000
Closing of Northwest Plant [Member]
Restructuring Charges, Total				$ 38,000
Closing of Northwest Plant [Member] \| Employee Severance [Member]
Restructuring Charges, Total				110,000
Closing of Northwest Plant [Member] \| Other Restructuring [Member]
Restructuring Charges, Total				20,000
Closing of Northwest Plant [Member] \| Impairment of Long-Lived Assets [Member]
Restructuring Charges, Total				$ 92,000

Note 6 - Revolving Credit Facility - Revolving Line of Credit Summary (Details) - Revolving Credit Facility [Member] - USD ($)	3 Months Ended		6 Months Ended
	Sep. 28, 2019	Sep. 29, 2018	Sep. 28, 2019	Sep. 29, 2018
Outstanding borrowings	$ 133,338,000	$ 242,947,000	$ 133,338,000	$ 242,947,000
Weighted average interest rate	3.64%	3.73%	3.64%	3.73%
Maximum amount of borrowings	$ 151,477,000	$ 242,947,000	$ 151,477,000	$ 294,062,000
Average outstanding borrowings	$ 131,551,000	$ 220,917,000	$ 132,836,000	$ 241,855,000
Weighted average interest rate	3.81%	3.64%	3.90%	3.56%

Note 2 - Discontinued Operations (Tables)

6 Months Ended

Sep. 28, 2019

Discontinued Operations [Member]

Notes Tables

Disposal Groups, Including Discontinued Operations [Table Text Block]

	September 28		September 29		March 31
	2019		2018		2019
Accounts Receivable	$	-	$	5,058	$	-
Inventories		-		18,632		-
Other Current Assets		98		-		98

Current Assets Held For Sale-Discontinued Operations	$	98	$	23,690	$	98

Other Assets	$	1,143	$	1,674	$	1,143
Property, Plant and Equipment (net)		-		18,967		-

Noncurrent Assets Held For Sale-Discontinued Operations	$	1,143	$	20,641	$	1,143

Accounts Payable and Accrued Expenses	$	3,649	$	16,178	$	4,285
Long-Term Debt and Capital Leases Current Portion		-		122		-
Current Liabilities Held For Sale-Discontinued Operations	$	3,649	$	16,300	$	4,285

Long-Term Debt and Capital Lease Obligations	$	-	$	552	$	-
Noncurrent Liabilities Held For Sale Discontinued Operations	$	-	$	552	$	-

	Three Months Ended					Six Months Ended
	September 28		September 29			September 28		September 29
	2019		2018			2019		2018

Net Sales	$	-	$	10,750		$	-	$	110,049

Costs and Expenses:

Cost of Product Sold		-		13,887			-		124,076
Selling, General and Administrative		-		218			-		998
Plant Restructuring Charge (a)		-		1,714			-		3,496
Interest (Income) Expense (b)		-		453			-		1,077
Total cost and expenses		-		16,272			-		129,647
Loss From Discontinued Operations Before Income Taxes		-		(5,522	)		-		(19,598	)
Gain on the Sale of Assets Before Income Taxes (c) (d)		-		(24,628	)		-		(30,266	)
Income Tax Benefit		-		4,356			-		2,513
Net Loss From Discontinued Operations, Net of Tax	$	-	$	14,750		$	-	$	8,155

Supplemental Information on Discontinued Operations:
Capital Expenditures		-		-			-		3,937
Depreciation		-		618			-		1,295

Note 6 - Revolving Credit Facility (Tables)

6 Months Ended

Sep. 28, 2019

Notes Tables

Schedule of Line of Credit Facilities [Table Text Block]

	Second Quarter						Year-to-Date
	2020			2019			2020			2019
	(In thousands)						(In thousands)
Reported end of period:
Outstanding borrowings	$	133,338		$	242,947		$	133,338		$	242,947
Weighted average interest rate		3.64	%		3.73	%		3.64	%		3.73	%
Reported during the period:
Maximum amount of borrowings	$	151,477		$	242,947		$	151,477		$	294,062
Average outstanding borrowings	$	131,551		$	220,917		$	132,836		$	241,855
Weighted average interest rate		3.81	%		3.64	%		3.90	%		3.56	%

Note 9 - Plant Restructuring - Restructuring Reserve (Details) - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Sep. 28, 2019	Jun. 29, 2019	Sep. 29, 2018	Jun. 30, 2018	Sep. 28, 2019	Sep. 29, 2018
Balance		$ 226			$ 226
Quarter charge (credit)	$ 1,146	4,806	$ 845	38
Cash payments/write offs					(5,817)	(105)
Balance	361		778		361	778
Employee Severance [Member]
Balance		225			225
Quarter charge (credit)	386	586	845	110
Cash payments/write offs					(836)	(177)
Balance	361		778		361	778
Other Restructuring [Member]
Balance		1			1
Quarter charge (credit)	760	$ 4,220		$ (72)
Cash payments/write offs					(4,981)	72
Balance

Note 7 - Stockholders' Equity (Details Textual) - USD ($)	6 Months Ended
	Sep. 28, 2019	Mar. 31, 2019	Sep. 29, 2018
Treasury Stock, Shares, Ending Balance	2,926,518
Treasury Stock, Value, Ending Balance	$ 84,320,000	$ 75,740,000	$ 71,135,000
Common Class A [Member]
Treasury Stock, Value, Acquired, Cost Method	5,054,000
Common Class B [Member]
Treasury Stock, Value, Acquired, Cost Method	$ 3,526,000

Note 14 - Income Taxes

6 Months Ended

Sep. 28, 2019

Notes to Financial Statements

Income Tax Disclosure [Text Block]

14.	Income Taxes

The effective tax rate for continuing operations was

22.9%

and

26.0%

for the

six

month periods ended

September 28, 2019

and

September 29, 2018,

respectively. The

3.1

percentage point decrease in tax rate is primarily due to federal credits and incentives. The dollar amount of the federal credits and incentives did

not

change significantly from

2019

2020.

The decrease is the result of an increase in projected pre-tax income from

2019

2020.

This increase resulted in the federal credits and incentives having a smaller impact on the tax rate in

2020.

Note 5 - Leases (Tables)

6 Months Ended

Sep. 28, 2019

Notes Tables

Lease, Cost [Table Text Block]

	Three Months		Six Months
	September 28, 2019		September 28, 2019

Lease cost:

Amortization of right of use asset	$	1,040	$	2,107
Interest on lease liabilities		344		712
Finance lease cost		1,384		2,819
Operating lease cost		7,789		15,689
Total lease cost	$	9,173	$	18,508

Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from finance leases			$	712
Operating cash flows from operating leases				18,390
Financing cash flows from finance leases				3,252
Total			$	22,354

Right-of-use assets obtained in exchange for new finance lease liabilities			$	1,471
Right-of-use assets obtained in exchange for new operating lease liabilities			$	5,574
Weighted-average lease term (years):
Financing leases				5.6
Operating leases				3.9
Weighted-average discount rate (percentage):
Financing leases				4.2
Operating leases				4.6

Lessee, Lease Liability, Maturity [Table Text Block]

Years ending March 31:	Operating		Financing
Balance of 2020	$	11,984	$	3,651
2021		27,300		7,300
2022		19,666		7,300
2023		13,516		7,300
2024		6,518		5,583
2025-2031		7,169		5,748
Total minimum payment required	$	86,153	$	36,882
Less interest		7,385		3,972
Present value of minimum lease payments		78,768		32,910
Amount due within one year		25,776		6,137
Long-term lease obligations	$	52,992	$	26,773

Schedule of Future Minimum Lease Payments for Operating and Capital Leases [Table Text Block]

Years ending March 31:	Operating		Capital
2020	$	28,689	$	7,827
2021		24,938		7,827
2022		17,526		7,827
2023		12,062		7,827
2024		5,950		6,102
2025-2031		6,927		5,267
Total minimum payment required	$	96,092	$	42,677
Less interest				4,973
Present value of minimum lease payments				37,704
Amount due within one year				6,418
Long-term capital lease obligation			$	31,286

Note 5 - Leases (Details Textual)	6 Months Ended
Note 5 - Leases (Details Textual)	Sep. 28, 2019 USD ($)
Accounting Standards Update 2016-02 [Member]
Cumulative Effect on Retained Earnings, Net of Tax, Total	$ 2,019,000

Note 2 - Discontinued Operations - Asset and Liabilities in Discontinued Operations (Details) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Sep. 28, 2019

Sep. 29, 2018

Sep. 28, 2019

Sep. 29, 2018

Mar. 31, 2019

Noncurrent Assets Held For Sale-Discontinued Operations

$ 1,143

$ 20,641

$ 1,143

$ 20,641

$ 1,143

Net Loss From Discontinued Operations, Net of Tax

14,750

8,155

Modesto Facility [Member] | Discontinued Operations, Disposed of by Sale [Member]

Accounts Receivable

5,058

Inventories

18,632

Other Current Assets

Current Assets Held For Sale-Discontinued Operations

23,690

Other Assets

1,143

1,674

1,143

1,674

1,143

Property, Plant and Equipment (net)

18,967

Noncurrent Assets Held For Sale-Discontinued Operations

1,143

20,641

1,143

20,641

1,143

Accounts Payable and Accrued Expenses

3,649

16,178

3,649

16,178

4,285

Long-Term Debt and Capital Leases Current Portion

122

Current Liabilities Held For Sale-Discontinued Operations

3,649

16,300

3,649

16,300

4,285

Long-Term Debt and Capital Lease Obligations

552

Noncurrent Liabilities Held For Sale Discontinued Operations

552

Net Sales

10,750

110,049

Cost of Product Sold

13,887

124,076

Selling, General and Administrative

218

998

Plant Restructuring Charge (a)

^[1]

1,714

3,496

Interest (Income) Expense (b)

^[2]

453

1,077

Total cost and expenses

16,272

129,647

Loss From Discontinued Operations Before Income Taxes

(5,522)

(19,598)

Gain on the Sale of Assets Before Income Taxes (c) (d)

^[3],[4]

(24,628)

(30,266)

Income Tax Benefit

4,356

2,513

Net Loss From Discontinued Operations, Net of Tax

14,750

8,155

Capital Expenditures

3,937

Depreciation

$ 618

$ 1,295

[1]	Includes $1,653,000 and $1,648,000 of Modesto severance in the three and six month periods of prior year, respectively.
[2]	Includes interest on debt directly related to Modesto including the building mortgage and equipment capital leases and an allocation of the Company's line of credit facilty.
[3]	Includes a $24,211,000 gain from LIFO layer liquidations from the disposal of the inventory for both prior three and six months.
[4]	Includes a $4,975,000 gain on the sale of bins for the prior six months period.

Note 2 - Discontinued Operations

6 Months Ended

Sep. 28, 2019

Discontinued Operations [Member]

Notes to Financial Statements

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

2.	Discontinued Operations

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.

During the

second

quarter of fiscal

2019,

the Company ceased use of the Modesto facility. 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. The business we exited is part of the Fruit and Vegetable segment.

	September 28		September 29		March 31
	2019		2018		2019
Accounts Receivable	$	-	$	5,058	$	-
Inventories		-		18,632		-
Other Current Assets		98		-		98

Current Assets Held For Sale-Discontinued Operations	$	98	$	23,690	$	98

Other Assets	$	1,143	$	1,674	$	1,143
Property, Plant and Equipment (net)		-		18,967		-

Noncurrent Assets Held For Sale-Discontinued Operations	$	1,143	$	20,641	$	1,143

Accounts Payable and Accrued Expenses	$	3,649	$	16,178	$	4,285
Long-Term Debt and Capital Leases Current Portion		-		122		-
Current Liabilities Held For Sale-Discontinued Operations	$	3,649	$	16,300	$	4,285

Long-Term Debt and Capital Lease Obligations	$	-	$	552	$	-
Noncurrent Liabilities Held For Sale Discontinued Operations	$	-	$	552	$	-

The operating results of the discontinued operations that are reflected in the Unaudited Condensed Consolidated Statements of Net Earnings (Loss) from discontinued operations are as follows:

	Three Months Ended					Six Months Ended
	September 28		September 29			September 28		September 29
	2019		2018			2019		2018

Net Sales	$	-	$	10,750		$	-	$	110,049

Costs and Expenses:

Cost of Product Sold		-		13,887			-		124,076
Selling, General and Administrative		-		218			-		998
Plant Restructuring Charge (a)		-		1,714			-		3,496
Interest (Income) Expense (b)		-		453			-		1,077
Total cost and expenses		-		16,272			-		129,647
Loss From Discontinued Operations Before Income Taxes		-		(5,522	)		-		(19,598	)
Gain on the Sale of Assets Before Income Taxes (c) (d)		-		(24,628	)		-		(30,266	)
Income Tax Benefit		-		4,356			-		2,513
Net Loss From Discontinued Operations, Net of Tax	$	-	$	14,750		$	-	$	8,155

Supplemental Information on Discontinued Operations:
Capital Expenditures		-		-			-		3,937
Depreciation		-		618			-		1,295

	(a)	Includes $1,653,000 and $1,648,000 of Modesto severance in the three and six month periods of prior year, respectively.
	(b)	Includes interest on debt directly related to Modesto including the building mortgage and equipment capital leases and an allocation of the Company's line of credit facilty.
	(c)	Includes a $24,211,000 gain from LIFO layer liquidations from the disposal of the inventory for both prior three and six months.
	(d)	Includes a $4,975,000 gain on the sale of bins for the prior six months period.

Note 6 - Revolving Credit Facility

6 Months Ended

Sep. 28, 2019

Notes to Financial Statements

Debt Disclosure [Text Block]

6.	Revolving Credit Facility

The Company entered into a

five

-year revolving credit facility (“Revolver”) on

July 5, 2016.

Maximum borrowings under the Revolver total

$400,000,000

from

April

through

July

and

$500,000,000

from

August

through

March.

The Revolver balance as of

September 28, 2019

was

$133,338,000

and is included in Long-Term Debt in the accompanying Condensed Consolidated Balance Sheets since the Revolver matures on

July 5, 2021.

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 and fruits the Company processes. The majority of vegetable and fruit inventories are produced during the months of

June

through

November

and are then sold over the following year. Payment terms for vegetable and fruit 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 decrease in average amount of Revolver borrowings during the

first

six

months of fiscal

2020

compared to the

first

six

months of fiscal

2019

was attributable to the sale of certain Company facilities during the last year (mostly Modesto, California).

General terms of the Revolver include payment of interest at LIBOR plus a defined spread.

The following table documents the quantitative data for Revolver borrowings during the

second

quarter and year-to-date for fiscal

2020

and fiscal

2019:

	Second Quarter						Year-to-Date
	2020			2019			2020			2019
	(In thousands)						(In thousands)
Reported end of period:
Outstanding borrowings	$	133,338		$	242,947		$	133,338		$	242,947
Weighted average interest rate		3.64	%		3.73	%		3.64	%		3.73	%
Reported during the period:
Maximum amount of borrowings	$	151,477		$	242,947		$	151,477		$	294,062
Average outstanding borrowings	$	131,551		$	220,917		$	132,836		$	241,855
Weighted average interest rate		3.81	%		3.64	%		3.90	%		3.56	%

Condensed Consolidated Balance Sheets (Interim Periods Unaudited) (Parentheticals) - $ / shares	Sep. 28, 2019	Mar. 31, 2019	Sep. 29, 2018
Common Stock, Par Value (in dollars per share)	$ 0.25	$ 0.25	$ 0.25

Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($)	Cumulative Preferred Stock [Member]	Cumulative Convertible Preferred Stock [Member]	Participating Convertible Preferred Stock [Member]	Series 2003 Convertible Preferred Stock [Member]	Common Class A [Member]	Common Class B [Member]	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Treasury Stock [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Total
Balance at Mar. 31, 2018							$ 707,000	$ 3,038,000	$ 98,161,000	$ (69,556,000)	$ (25,067,000)	$ 403,780,000
Net earnings (loss)												(8,755,000)
Cash dividends paid on preferred stock												(12,000)
Equity incentive program									25,000
Change in pension, post retirement benefits and other (net of tax)											(51,000)
Balance at Jun. 30, 2018							707,000	3,038,000	98,186,000	(69,556,000)	(25,118,000)	395,013,000
Balance at Mar. 31, 2018							707,000	3,038,000	98,161,000	(69,556,000)	(25,067,000)	403,780,000
Net earnings (loss)													$ 361,000
Change in pension, post retirement benefits and other (net of tax)													102,000
Balance at Sep. 29, 2018							707,000	3,038,000	98,211,000	(71,135,000)	(25,169,000)	404,129,000	409,781,000
Balance at Jun. 30, 2018							707,000	3,038,000	98,186,000	(69,556,000)	(25,118,000)	395,013,000
Net earnings (loss)												9,116,000	9,116,000
Equity incentive program									25,000
Purchase treasury stock										(1,579,000)
Change in pension, post retirement benefits and other (net of tax)											(51,000)		51,000
Balance at Sep. 29, 2018							707,000	3,038,000	98,211,000	(71,135,000)	(25,169,000)	404,129,000	409,781,000
Balance at Mar. 31, 2019							707,000	3,039,000	98,260,000	(75,740,000)	(18,285,000)	409,504,000	417,485,000
Net earnings (loss)												1,103,000
Cash dividends paid on preferred stock												(12,000)
Equity incentive program									25,000
Purchase treasury stock										(2,744,000)
Operating lease impairment adjustment upon the adoption of ASU 2016-02 "Leases" (net of tax)												(2,019,000)
Balance at Jun. 29, 2019							707,000	3,039,000	98,285,000	(78,484,000)	(18,285,000)	408,576,000
Balance at Mar. 31, 2019							707,000	3,039,000	98,260,000	(75,740,000)	(18,285,000)	409,504,000	417,485,000
Net earnings (loss)													5,738,000
Purchase treasury stock					$ (5,054,000)	$ (3,526,000)
Change in pension, post retirement benefits and other (net of tax)
Balance at Sep. 28, 2019							703,000	3,040,000	98,313,000	(84,320,000)	(18,285,000)	413,211,000	412,662,000
Balance at Jun. 29, 2019							707,000	3,039,000	98,285,000	(78,484,000)	(18,285,000)	408,576,000
Net earnings (loss)												4,635,000	4,635,000
Equity incentive program									25,000
Purchase treasury stock										(5,836,000)
Preferred stock conversion							(4,000)	1,000	3,000
Change in pension, post retirement benefits and other (net of tax)
Balance at Sep. 28, 2019							$ 703,000	$ 3,040,000	$ 98,313,000	$ (84,320,000)	$ (18,285,000)	$ 413,211,000	$ 412,662,000
Preferred stock, shares authorized (in shares)	200,000	1,400,000	37,155	500
Common stock, shares authorized (in shares)					20,000,000	10,000,000
Preferred stock, shares outstanding (in shares)	200,000	807,240	37,155	500
Common stock, shares outstanding (in shares)					7,481,479	1,753,136

Note 10 - Other Operating Income and Expense

6 Months Ended

Sep. 28, 2019

Notes to Financial Statements

Property, Plant and Equipment Disclosure [Text Block]

10.	Other Operating Income and Expense

During the

six

months ended

September 28, 2019

the Company recorded a gain on the partial sale of a plant in the Midwest of

$3,742,000.

The Company also recorded a gain of on the sale of unused fixed assets of

$3,259,000.

During the

six

months ended

September 29, 2018,

the Company sold unused fixed assets which resulted in a gain of

$4,060,000.

These items are included in other operating income in the Unaudited Condensed Consolidated Statements of Net Earnings.

Note 14 - Income Taxes (Details Textual)	6 Months Ended
Note 14 - Income Taxes (Details Textual)	Sep. 28, 2019	Sep. 29, 2018
Effective Income Tax Rate Reconciliation, Percent, Total	22.90%	26.00%
Effective Income Tax Rate Continuing Operations Change	(3.10%)

Note 8 - Retirement Plans - Net Periodic Benefit Cost (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 28, 2019	Sep. 29, 2018	Sep. 28, 2019	Sep. 29, 2018
Service Cost	$ 2,288	$ 2,442	$ 4,572	$ 4,885
Interest Cost	2,296	2,243	4,593	4,486
Expected Return on Plan Assets	(3,958)	(3,596)	(7,913)	(7,192)
Amortization of Prior Service Cost	30	30	60	60
Amortization of Net Loss		303		605
Net Periodic Benefit Cost	$ 656	$ 1,422	$ 1,312	$ 2,844

Note 6 - Revolving Credit Facility (Details Textual) - USD ($)		6 Months Ended
	Jul. 05, 2016	Sep. 28, 2019	Sep. 29, 2018
Accounts Receivable, Vegetable and Fruit Products Sold, Standard Payment Term		90 days
Accounts Receivable, Vegetable and Fruit Products Sold, Maximum Payment Term		210 days
Revolving Credit Facility [Member]
Debt Instrument, Term	5 years
Line of Credit Facility, Maximum Borrowing Capacity During Nonproduction Period		$ 400,000,000
Line of Credit Facility, Maximum Borrowing Capacity During Production Period		500,000,000
Long-term Line of Credit, Total		$ 133,338,000	$ 242,947,000

Note 11 - Recently Issued Accounting Standards (Details Textual) - USD ($)		3 Months Ended
	Apr. 01, 2019	Jun. 29, 2019	Sep. 28, 2019	Mar. 31, 2019	Sep. 29, 2018
Operating Lease, Right-of-Use Asset			$ 76,178,000
Operating Lease, Liability, Total			$ 78,768,000
Accounting Standards Update 2016-02 [Member]
Operating Lease, Right-of-Use Asset	$ 88,333,000
Operating Lease, Liability, Total	91,025,000
Cumulative Effect on Retained Earnings, Net of Tax, Total	2,019,000	$ 2,019,000
Cumulative Effect on Retained Earnings, before Tax	2,692,000
Cumulative Effect on Retained Earnings, Tax	$ 673,000

Note 8 - Retirement Plans (Tables)

6 Months Ended

Sep. 28, 2019

Notes Tables

Schedule of Defined Benefit Plans Disclosures [Table Text Block]

	Three Months Ended						Six Months Ended
	September 28, 2019			September 29, 2018			September 28, 2019			September 29, 2018
	(In thousands)
Service Cost	$	2,288		$	2,442		$	4,572		$	4,885
Interest Cost		2,296			2,243			4,593			4,486
Expected Return on Plan Assets		(3,958	)		(3,596	)		(7,913	)		(7,192	)
Amortization of Prior Service Cost		30			30			60			60
Amortization of Net Loss		-			303			-			605
Net Periodic Benefit Cost	$	656		$	1,422		$	1,312		$	2,844

Note 12 - Earnings (Loss) Per Common Share

6 Months Ended

Sep. 28, 2019

Notes to Financial Statements

Earnings Per Share [Text Block]

12.	Earnings (Loss) per Common Share

Earnings per share from continuing and discontinued operations for the quarters and year-to-date periods ended

September 28, 2019

and

September 29, 2018

are as follows:

	Q U A R T E R					Y E A R T O D A T E
(Thousands, except per share amounts)	Fiscal 2020		Fiscal 2019			Fiscal 2020		Fiscal 2019
Continuing Operations
Basic

Earnings (loss) from continuing operations	$	4,635	$	(5,634	)	$	5,738	$	(7,794	)
Deduct preferred stock dividends paid		6		6			12		12

Undistributed earnings (loss) from continuing operations		4,629		(5,640	)		5,726		(7,806	)
Earnings (loss) from continuing operations attributable to participating preferred		19		(22	)		23		(30	)

Earnings (loss) from continuing operations attributable to common shareholders	$	4,610	$	(5,618	)	$	5,703	$	(7,776	)

Weighted average common shares outstanding		9,267		9,713			9,372		9,729

Basic earnings (loss) per common share from continuing operations	$	0.50	$	(0.58	)	$	0.61	$	(0.80	)

Diluted

Earnings (loss) from continuing operations attributable to common shareholders	$	4,610	$	(5,618	)	$	5,703	$	(7,776	)
Add dividends on convertible preferred stock		5		-			10		-

Earnings (loss) from continuing operations attributable to common stock on a diluted basis	$	4,615	$	(5,618	)	$	5,713	$	(7,776	)

Weighted average common shares outstanding-basic		9,267		9,713			9,372		9,729
Additional shares issued related to the equity compensation plan		2		-			2		-
Additional shares to be issued under full conversion of preferred stock		67		-			67		-

Total shares for diluted		9,336		9,713			9,441		9,729

Diluted earnings (loss) per common share from continuing operations	$	0.49	$	(0.58	)	$	0.61	$	(0.80	)

Note: For fiscal

2019,

add backs for equity compenstion and additional shares that were anti-dilutive were excluded.

	Q U A R T E R				Y E A R T O D A T E
(Thousands, except per share amounts)	Fiscal 2020		Fiscal 2019		Fiscal 2020		Fiscal 2019
Discontinued Operations
Basic

Earnings from discontinued operations	$	-	$	14,750	$	-	$	8,155
Deduct preferred stock dividends paid		-		6		-		12

Undistributed earnings from discontinued operations		-		14,744		-		8,143
Earnings from discontinued operations attributable to participating preferred		-		57		-		32

Earnings from discontinued operations attributable to common shareholders	$	-	$	14,687	$	-	$	8,111

Weighted average common shares outstanding		9,267		9,713		9,372		9,729

Basic earnings per common share from discontinued operations	$	-	$	1.51	$	-	$	0.83

Diluted

Earnings from discontinued operations attributable to common shareholders	$	-	$	14,687	$	-	$	8,111
Add dividends on convertible preferred stock		-		5		-		10

Earnings from continuing operations attributable to common stock on a diluted basis	$	-	$	14,692	$	-	$	8,121

Weighted average common shares outstanding-basic		9,267		9,713		9,372		9,729
Additional shares issued related to the equity compensation plan		2		2		2		2
Additional shares to be issued under full conversion of preferred stock		67		67		67		67

Total shares for diluted		9,336		9,782		9,441		9,798

Diluted earnings per common share from discontinued operations	$	-	$	1.50	$	-	$	0.83

Note: For fiscal

2019,

add backs for equity compensation and additional shares that were anti-dilutive were excluded.

Note 3 - Revenue Recognition (Tables)

6 Months Ended

Sep. 28, 2019

Notes Tables

Disaggregation of Revenue [Table Text Block]

	Three Months Ended				Six Months Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Canned Vegetables	$	227.0	$	209.7	$	405.9	$	371.6
B&G*		61.8		31.7		68.9		39.0
Frozen		25.0		29.7		44.5		57.8
Fruit Products		26.9		22.3		49.5		43.5
Chip Products		3.1		3.2		6.0		5.2
Prepared Foods		23.6		19.9		53.4		37.3
Other		2.6		4.2		6.7		10.4
	$	370.0	$	320.7	$	634.9	$	564.8

Note 4 - Inventories

6 Months Ended

Sep. 28, 2019

Notes to Financial Statements

Inventory Disclosure [Text Block]

4.	Inventories

First-In, First-Out (“FIFO”) based inventory costs exceeded LIFO based inventory costs by

$165,221,000

as of the end of the

second

quarter of fiscal

2020

as compared to

$134,953,000

as of the end of the

second

quarter of fiscal

2019.

The change in the LIFO Reserve for the

three

months ended

September 28, 2019

was an increase of

$704,000

as compared to a decrease of

$9,550,000

for the

three

months ended

September 29, 2018.

The change in the LIFO Reserve from continuing operations for the

six

months ended

September 28, 2019

was an increase of

$3,880,000

as compared to a decrease of

$10,054,000

for the

six

months ended

September 29, 2018.

This current year-to-date reflects the projected impact of an overall cost increase expected in fiscal

2020

versus fiscal

2019.

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

	September 28, 2019		September 29, 2018		March 31, 2019


Finished products	$	547,116	$	640,258	$	454,920
In process		27,190		46,274		42,045
Raw materials and supplies		166,098		132,318		166,060
		740,404		818,850		663,025
Less excess of FIFO cost over LIFO cost		165,221		134,953		161,341
Total inventories	$	575,183	$	683,897	$	501,684

Note 8 - Retirement Plans

6 Months Ended

Sep. 28, 2019

Notes to Financial Statements

Pension and Other Postretirement Benefits Disclosure [Text Block]

8.	Retirement Plans

The net periodic benefit cost for the Company’s pension plan consisted of:

	Three Months Ended						Six Months Ended
	September 28, 2019			September 29, 2018			September 28, 2019			September 29, 2018
	(In thousands)
Service Cost	$	2,288		$	2,442		$	4,572		$	4,885
Interest Cost		2,296			2,243			4,593			4,486
Expected Return on Plan Assets		(3,958	)		(3,596	)		(7,913	)		(7,192	)
Amortization of Prior Service Cost		30			30			60			60
Amortization of Net Loss		-			303			-			605
Net Periodic Benefit Cost	$	656		$	1,422		$	1,312		$	2,844

There was

contribution to the pension plan in the

six

month periods ended

September 28, 2019

September 29, 2018.

Note 1 - Unaudited Condensed Consolidated Financial Statements

6 Months Ended

Sep. 28, 2019

Notes to Financial Statements

Business Description and Basis of Presentation [Text Block]

1.	Unaudited Condensed Consolidated Financial Statements

September 28, 2019

and results of its operations and its cash flows for the interim periods presented. All significant intercompany transactions and accounts have been eliminated in consolidation. The

March 31, 2019

balance sheet was derived from the audited consolidated financial statements.

The results of operations for the

three

and

six

month periods ended

September 28, 2019

are

not

necessarily indicative of the results to be expected for the full year.

During the

six

months ended

September 28, 2019,

the Company sold

$68,139,000

of Green Giant finished goods inventory to B&G Foods, Inc. for cash, on a bill and hold basis, as compared to

$38,302,000

for the

six

months ended

September 29, 2018.

Under the terms of the bill and hold agreement, title to the specified inventory is transferred to B&G. Under the new revenue recognition standard, this contract qualifies for bill and hold accounting treatment as the Company has concluded that control of the unlabeled products transfers to the customer at the time title transfers as the customer has the right to control the inventory (prior to physical delivery) and the Company has a right to payment, which results in earlier revenue recognition. Labeling and storage services that are provided after control of the goods has transferred to the customer are accounted for as separate performance obligations for which revenue is deferred until the services are performed.

The accounting policies followed by the Company are set forth in Note

to the Company's Consolidated Financial Statements in the Company’s

2019

Annual Report on Form

-K.

2019

Annual Report on Form

-K.

All references to years are fiscal years ended or ending

March 31

unless otherwise indicated. Certain percentage tables

may

not

foot due to rounding.

Reclassifications—Certain previously reported amounts have been reclassified to conform to the current period classification.

Document And Entity Information - shares	6 Months Ended
Document And Entity Information - shares	Sep. 28, 2019	Oct. 30, 2019
Document Information [Line Items]
Entity Registrant Name	Seneca Foods Corporation
Entity Central Index Key	0000088948
Trading Symbol	senea
Current Fiscal Year End Date	--03-31
Entity Filer Category	Accelerated Filer
Entity Current Reporting Status	Yes
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Shell Company	false
Document Type	10-Q
Document Period End Date	Sep. 28, 2019
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q2
Amendment Flag	false
Title of 12(b) Security	Common Stock (0.25 par value)
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding (in shares)		7,518,805
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding (in shares)		1,753,136

Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 28, 2019	Sep. 29, 2018	Sep. 28, 2019	Sep. 29, 2018
Comprehensive income:
Net earnings	$ 4,635	$ 9,116	$ 5,738	$ 361
Change in pension, post retirement benefits and other (net of tax)		51		102
Total	$ 4,635	$ 9,167	$ 5,738	$ 463

Note 4 - Inventories (Details Textual) - USD ($)	3 Months Ended		6 Months Ended
Note 4 - Inventories (Details Textual) - USD ($)	Sep. 28, 2019	Sep. 29, 2018	Sep. 28, 2019	Sep. 29, 2018	Mar. 31, 2019
Inventory, LIFO Reserve	$ 165,221,000	$ 134,953,000	$ 165,221,000	$ 134,953,000	$ 161,341,000
Inventory, LIFO Reserve, Period Charge	$ 704,000	$ 9,550,000	$ 3,880,000	$ 10,054,000

Note 1 - Unaudited Condensed Consolidated Financial Statements (Details Textual) - USD ($)	3 Months Ended		6 Months Ended
	Sep. 28, 2019	Sep. 29, 2018	Sep. 28, 2019	Sep. 29, 2018
Revenue from Contract with Customer, Including Assessed Tax	$ 370,002,000	$ 320,660,000	$ 634,927,000	$ 564,753,000
B&G Foods, Inc [Member]
Revenue from Contract with Customer, Including Assessed Tax			$ 68,139,000	$ 38,302,000

Note 5 - Leases - Undiscounted Future Lease Payments Under Operating Leases and Financial Leases (Details) - USD ($) $ in Thousands	Sep. 28, 2019	Mar. 31, 2019	Sep. 29, 2018
Balance of 2020, operating	$ 11,984
Balance of 2020, financing	3,651
2021, operating	27,300
2021, financing	7,300
2022, operating	19,666
2022, financing	7,300
2023, operating	13,516
2023, financing	7,300
2024, operating	6,518
2024, financing	5,583
2025-2031, operating	7,169
2025-2031, financing	5,748
Total minimum payment required, operating	86,153
Total minimum payment required, financing	36,882
Less interest, operating	7,385
Less interest, financing	3,972
Operating Lease, Liability, Total	78,768
Present value of minimum lease payments, financing	32,910
Amount due within one year, operating	25,776
Amount due within one year, financing	6,137
Long-term lease obligations, operating	52,992
Long-term lease obligations, financing	$ 26,773

Note 12 - Earnings (Loss) per Common Share - Earnings per Common Share from Continuing Operations and Discontinued Operations (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 28, 2019	Sep. 29, 2018	Sep. 28, 2019	Sep. 29, 2018
Net Earnings (Loss) From Continuing Operations	$ 4,635	$ (5,634)	$ 5,738	$ (7,794)
Deduct preferred stock dividends paid	6	6	12	12
Undistributed earnings (loss) from continuing operations	4,629	(5,640)	5,726	(7,806)
Earnings (loss) from continuing operations attributable to participating preferred	19	(22)	23	(30)
Earnings (loss) from continuing operations attributable to common shareholders	$ 4,610	$ (5,618)	$ 5,703	$ (7,776)
Weighted average common shares outstanding-basic (in shares)	9,267	9,713	9,372	9,729
Continuing Operations (in dollars per share)	$ 0.50	$ (0.58)	$ 0.61	$ (0.80)
Earnings (loss) from continuing operations attributable to common shareholders	$ 4,610	$ (5,618)	$ 5,703	$ (7,776)
Add dividends on convertible preferred stock	5		10
Earnings (loss) from continuing operations attributable to common stock on a diluted basis	$ 4,615	$ (5,618)	$ 5,713	$ (7,776)
Weighted average common shares outstanding-basic (in shares)	9,267	9,713	9,372	9,729
Additional shares issued related to the equity compensation plan (in shares)	2		2
Additional shares to be issued under full conversion of preferred stock (in shares)	67		67
Total shares for diluted (in shares)	9,336	9,713	9,441	9,729
Diluted earnings (loss) per common share from continuing operations (in dollars per share)	$ 0.49	$ (0.58)	$ 0.61	$ (0.80)
Net Earnings From Discontinued Operations (Net of Tax)		$ 14,750		$ 8,155
Deduct preferred stock dividends paid		6		12
Undistributed earnings from discontinued operations		14,744		8,143
Earnings from discontinued operations attributable to participating preferred		57		32
Earnings from discontinued operations attributable to common shareholders		$ 14,687		$ 8,111
Discontinued Operations (in dollars per share)		$ 1.51		$ 0.83
Earnings from discontinued operations attributable to common shareholders		$ 14,687		$ 8,111
Add dividends on convertible preferred stock		5		10
Earnings from continuing operations attributable to common stock on a diluted basis		$ 14,692		$ 8,121
Additional shares issued related to the equity compensation plan (in shares)	2	2	2	2
Additional shares to be issued under full conversion of preferred stock	$ 67	$ 67	$ 67	$ 67
Total shares for diluted (in shares)	9,336	9,782	9,441	9,798
Diluted earnings per common share from discontinued operations (in dollars per share)		$ 1.50		$ 0.83

Condensed Consolidated Statements of Net Earnings (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 28, 2019	Sep. 29, 2018	Sep. 28, 2019	Sep. 29, 2018
Net sales	$ 370,002	$ 320,660	$ 634,927	$ 564,753
Costs and Expenses:
Cost of Product Sold	345,947	309,652	591,698	536,957
Selling, General and Administrative	17,692	18,355	33,950	36,043
Plant Restructuring Charge	1,146	845	5,952	883
Other Operating Income	(2,174)	(3,359)	(7,001)	(4,274)
Total Costs and Expenses	362,611	325,493	624,599	569,609
Operating Income (Loss)	7,391	(4,833)	10,328	(4,856)
Other Income	(1,804)	(1,022)	(3,607)	(2,042)
Interest Expense, Net	3,141	3,898	6,493	7,723
Earnings (Loss) From Continuing Operations Before Income Taxes	6,054	(7,709)	7,442	(10,537)
Income Taxes (Benefit) From Continuing Operations	1,419	(2,075)	1,704	(2,743)
Earnings (Loss) From Continuing Operations	4,635	(5,634)	5,738	(7,794)
Earnings From Discontinued Operations (net of income taxes)		14,750		8,155
Net Earnings	$ 4,635	$ 9,116	$ 5,738	$ 361
Basic Earnings (Loss) per Common Share:
Continuing Operations (in dollars per share)	$ 0.50	$ (0.58)	$ 0.61	$ (0.80)
Discontinued Operations (in dollars per share)		1.51		0.83
Net Basic Earnings per Common Share (in dollars per share)	0.50	0.93	0.61	0.03
Diluted Earnings (Loss) per Common Share:
Continuing Operations (in dollars per share)	0.49	(0.58)	0.61	(0.80)
Discontinued Operations (in dollars per share)		1.50		0.83
Net Diluted Earnings per Common Share (in dollars per share)	$ 0.49	$ 0.92	$ 0.61	$ 0.03

Note 5 - Leases

6 Months Ended

Sep. 28, 2019

Notes to Financial Statements

Lessee, Operating and Finance Leases [Text Block]

Leases

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

months or less are

not

recorded on the balance sheet.

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

months or less are

not

material. The Company currently has finance leases which were accounted for as capital leases under the previous standard and were unchanged as a result of this standard implementation.

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 will be shortened due to the planned closure of the facility after the year’s pack.

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) :

	Three Months		Six Months
	September 28, 2019		September 28, 2019

Lease cost:

Amortization of right of use asset	$	1,040	$	2,107
Interest on lease liabilities		344		712
Finance lease cost		1,384		2,819
Operating lease cost		7,789		15,689
Total lease cost	$	9,173	$	18,508

Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from finance leases			$	712
Operating cash flows from operating leases				18,390
Financing cash flows from finance leases				3,252
Total			$	22,354

Right-of-use assets obtained in exchange for new finance lease liabilities			$	1,471
Right-of-use assets obtained in exchange for new operating lease liabilities			$	5,574
Weighted-average lease term (years):
Financing leases				5.6
Operating leases				3.9
Weighted-average discount rate (percentage):
Financing leases				4.2
Operating leases				4.6

September 28, 2019 (

in thousands) were as follows:

Years ending March 31:	Operating		Financing
Balance of 2020	$	11,984	$	3,651
2021		27,300		7,300
2022		19,666		7,300
2023		13,516		7,300
2024		6,518		5,583
2025-2031		7,169		5,748
Total minimum payment required	$	86,153	$	36,882
Less interest		7,385		3,972
Present value of minimum lease payments		78,768		32,910
Amount due within one year		25,776		6,137
Long-term lease obligations	$	52,992	$	26,773

As the Company has

not

restated prior year information for its adoption of ASC Topic

842,

the following presents its future minimum lease payments for operating and capital leases under ASC Topic

840

March 31, 2019:

Years ending March 31:	Operating		Capital
2020	$	28,689	$	7,827
2021		24,938		7,827
2022		17,526		7,827
2023		12,062		7,827
2024		5,950		6,102
2025-2031		6,927		5,267
Total minimum payment required	$	96,092	$	42,677
Less interest				4,973
Present value of minimum lease payments				37,704
Amount due within one year				6,418
Long-term capital lease obligation			$	31,286

Note 9 - Plant Restructuring

6 Months Ended

Sep. 28, 2019

Notes to Financial Statements

Restructuring and Related Activities Disclosure [Text Block]

9.	Plant Restructuring

The following table summarizes the rollforward of restructuring charges and related asset impairment charges recorded and the accruals established:

	Restructuring Payable
	Severance			Other Costs			Total
	(In thousands)

Balance March 31, 2019	$	225		$	1		$	226
First quarter charge		586			4,220			4,806
Second quarter charge		386			760			1,146
Cash payments/write offs		(836	)		(4,981	)		(5,817	)
Balance September 28, 2019	$	361		$	-		$	361

	Severance			Other Costs			Total
	(In thousands)

Balance March 31, 2018	$	-		$	-		$	-
First quarter charge		110			(72	)		38
Second quarter charge		845			-			845
Cash payments/write offs		(177	)		72			(105	)
Balance September 29, 2018	$	778		$	-		$	778

During the quarter ended

September 28, 2019

the Company recorded a restructuring charge of

$1,146,000

related to the closing of plants in the Midwest and Northwest of which

$2,230,000

was for accelerated amortization of right-of-use operating lease assets,

$405,000

was mostly related to equipment moves and

$386,000

was related to severance. The Company also recorded a credit of

$1,875,000

for the reduced lease liability of previously impaired leases. During the quarter ended

June 29, 2019,

the Company recorded a restructuring charge of

$4,806,000

related to the closing of plants in the Midwest and Northwest of which

$2,245,000

was for accelerated amortization of right-of-use operating lease assets,

$1,975,000

was mostly related to equipment moves and

$586,000

was related to severance.

During the quarter ended

September 29, 2018,

the Company recorded a restructuring charge of

$845,000

related to the closing and sale of plants in the East and Northwest of which

$841,000

was related to severance cost, and

$4,000

which was related to other costs (mostly equipment moves). During the quarter ended

June 30, 2018,

the Company recorded a restructuring charge of

$38,000,

related to the closing of plants in the Northwest of which

$110,000

was related to severance cost, a $(

92,000

) credit related to asset impairments (contra fixed assets), and

$20,000

was related to other costs (mostly equipment moves).

Condensed Consolidated Statement of Stockholders' Equity (Unaudited) (Parentheticals)	6 Months Ended
	Sep. 28, 2019 $ / shares
Cumulative Preferred Stock [Member]
Preferred stock, dividend rate	6.00%
Preferred stock, par value (in dollars per share)	$ 0.25
Cumulative Convertible Preferred Stock [Member]
Preferred stock, dividend rate	10.00%
Preferred stock, par value (in dollars per share)	$ 0.025
Participating Convertible Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	0.025
Series 2003 Convertible Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	0.025
Common Class A [Member]
Common Stock, Par Value (in dollars per share)	0.25
Common Class B [Member]
Common Stock, Par Value (in dollars per share)	0.25
Common Stock, Par Value (in dollars per share)	$ 0.25

Note 5 - Leases - Lease Expense (Details) - USD ($) $ in Thousands	6 Months Ended
	Sep. 28, 2019	Sep. 29, 2018
Lease cost:
Amortization of right of use asset	$ 2,107	$ 1,040
Interest on lease liabilities	712	344
Finance lease cost	2,819	1,384
Operating lease cost	15,689	7,789
Total lease cost	18,508	9,173
Operating cash flows from finance leases	712
Operating cash flows from operating leases	18,390
Financing cash flows from finance leases	3,252
Total	22,354
Right-of-use assets obtained in exchange for new finance lease liabilities	1,471
Right-of-use assets obtained in exchange for new operating lease liabilities	$ 5,574
Financing leases (Year)	5 years 219 days
Operating leases, lease term (Year)	3 years 328 days
Financing leases	4.20%
Operating leases, discount rate	4.60%

Note 3 - Revenue Recognition - Segment Revenue Disaggregated by Product Category Groups (Details) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Sep. 28, 2019

Sep. 29, 2018

Sep. 28, 2019

Sep. 29, 2018

Net sales

$ 370,002

$ 320,660

$ 634,927

$ 564,753

Canned Vegetables [Member]

Net sales

227,000

209,700

405,900

371,600

B&G Foods, Inc [Member]

Net sales

^[1]

61,800

31,700

68,900

39,000

Frozen [Member]

Net sales

25,000

29,700

44,500

57,800

Fruit [Member]

Net sales

26,900

22,300

49,500

43,500

Chip Products [Member]

Net sales

3,100

3,200

6,000

5,200

Prepared Foods [Member]

Net sales

23,600

19,900

53,400

37,300

Manufactured Product, Other [Member]

Net sales

$ 2,600

$ 4,200

$ 6,700

$ 10,400

[1]	B&G includes canned and frozen vegetable sales exclusively for B&G.

Note 12 - Earnings (Loss) Per Common Share (Tables)

6 Months Ended

Sep. 28, 2019

Notes Tables

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	Q U A R T E R					Y E A R T O D A T E
(Thousands, except per share amounts)	Fiscal 2020		Fiscal 2019			Fiscal 2020		Fiscal 2019
Continuing Operations
Basic

Earnings (loss) from continuing operations	$	4,635	$	(5,634	)	$	5,738	$	(7,794	)
Deduct preferred stock dividends paid		6		6			12		12

Undistributed earnings (loss) from continuing operations		4,629		(5,640	)		5,726		(7,806	)
Earnings (loss) from continuing operations attributable to participating preferred		19		(22	)		23		(30	)

Earnings (loss) from continuing operations attributable to common shareholders	$	4,610	$	(5,618	)	$	5,703	$	(7,776	)

Weighted average common shares outstanding		9,267		9,713			9,372		9,729

Basic earnings (loss) per common share from continuing operations	$	0.50	$	(0.58	)	$	0.61	$	(0.80	)

Diluted

Earnings (loss) from continuing operations attributable to common shareholders	$	4,610	$	(5,618	)	$	5,703	$	(7,776	)
Add dividends on convertible preferred stock		5		-			10		-

Earnings (loss) from continuing operations attributable to common stock on a diluted basis	$	4,615	$	(5,618	)	$	5,713	$	(7,776	)

Weighted average common shares outstanding-basic		9,267		9,713			9,372		9,729
Additional shares issued related to the equity compensation plan		2		-			2		-
Additional shares to be issued under full conversion of preferred stock		67		-			67		-

Total shares for diluted		9,336		9,713			9,441		9,729

Diluted earnings (loss) per common share from continuing operations	$	0.49	$	(0.58	)	$	0.61	$	(0.80	)

	Q U A R T E R				Y E A R T O D A T E
(Thousands, except per share amounts)	Fiscal 2020		Fiscal 2019		Fiscal 2020		Fiscal 2019
Discontinued Operations
Basic

Earnings from discontinued operations	$	-	$	14,750	$	-	$	8,155
Deduct preferred stock dividends paid		-		6		-		12

Undistributed earnings from discontinued operations		-		14,744		-		8,143
Earnings from discontinued operations attributable to participating preferred		-		57		-		32

Earnings from discontinued operations attributable to common shareholders	$	-	$	14,687	$	-	$	8,111

Weighted average common shares outstanding		9,267		9,713		9,372		9,729

Basic earnings per common share from discontinued operations	$	-	$	1.51	$	-	$	0.83

Diluted

Earnings from discontinued operations attributable to common shareholders	$	-	$	14,687	$	-	$	8,111
Add dividends on convertible preferred stock		-		5		-		10

Earnings from continuing operations attributable to common stock on a diluted basis	$	-	$	14,692	$	-	$	8,121

Weighted average common shares outstanding-basic		9,267		9,713		9,372		9,729
Additional shares issued related to the equity compensation plan		2		2		2		2
Additional shares to be issued under full conversion of preferred stock		67		67		67		67

Total shares for diluted		9,336		9,782		9,441		9,798

Diluted earnings per common share from discontinued operations	$	-	$	1.50	$	-	$	0.83

Note 13 - Fair Value of Financial Instruments (Details Textual) - USD ($)	Sep. 28, 2019	Mar. 31, 2019	Sep. 29, 2018
Long-term Debt, Gross	$ 243,978,000	$ 266,245,000	$ 354,398,000
Long-term Debt, Fair Value	$ 243,903,000	$ 266,140,000	$ 354,304,000

Note 10 - Other Operating Income and Expense (Details Textual) - Other Operating Income (Expense) [Member] - USD ($)	6 Months Ended
	Sep. 28, 2019	Sep. 29, 2018
Gain (Loss) on Disposition of Property Plant Equipment, Excluding Oil and Gas Property and Timber Property	$ 3,259,000	$ 4,060,000
Closing of Northwest Plant [Member]
Gain (Loss) On Sale of Plant	$ 3,742,000

Note 8 - Retirement Plans (Details Textual) - USD ($) $ in Thousands	6 Months Ended
	Sep. 28, 2019	Sep. 29, 2018
Defined Benefit Plan, Plan Assets, Contributions by Employer	$ 0	$ 0

Note 5 - Leases - Minimum Operating and Capital Lease Payments (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Sep. 29, 2018
2020, Operating	$ 28,689
2020, Capital	7,827
2021, Operating	24,938
2021, Capital	7,827
2022, Operating	17,526
2022, Capital	7,827
2023, Operating	12,062
2023, Capital	7,827
2024, Operating	5,950
2024, Capital	6,102
2025-2031, Operating	6,927
2025-2031, Capital	5,267
Total minimum payment required, Operating	96,092
Total minimum payment required, Capital	42,677
Less interest, Capital	4,973
Present value of minimum lease payments, Capital	37,704
Amount due within one year, Capital	6,418	$ 5,784
Long-term capital lease obligation	$ 31,286	$ 30,757

Note 13 - Fair Value of Financial Instruments

6 Months Ended

Sep. 28, 2019

Notes to Financial Statements

Fair Value Disclosures [Text Block]

13.	Fair Value of Financial Instruments

As required by Accounting Standards Codification ("ASC")

825,

“Financial Instruments,” the Company estimates the fair values of financial instruments on a quarterly basis. The estimated fair value for long-term debt (classified as Level

in the fair value hierarchy) is determined by the quoted market prices for similar debt (comparable to the Company’s financial strength) or current rates offered to the Company for debt with the same maturities. Long-term debt, including current portion had a carrying amount of

$243,978,000

and an estimated fair value of

$243,903,000

as of

September 28, 2019.

Long-term debt, including current portion had a carrying amount of

$354,398,000

and an estimated fair value of

$354,304,000

as of

September 29, 2018.

As of

March 31, 2019,

the carrying amount was

$266,245,000

and the estimated fair value was

$266,140,000.

The fair values of all the other financial instruments approximate their carrying value due to their short-term nature.

Note 4 - Inventories (Tables)

6 Months Ended

Sep. 28, 2019

Notes Tables

Schedule of Inventory, Current [Table Text Block]

	September 28, 2019		September 29, 2018		March 31, 2019


Finished products	$	547,116	$	640,258	$	454,920
In process		27,190		46,274		42,045
Raw materials and supplies		166,098		132,318		166,060
		740,404		818,850		663,025
Less excess of FIFO cost over LIFO cost		165,221		134,953		161,341
Total inventories	$	575,183	$	683,897	$	501,684

Note 9 - Plant Restructuring (Tables)

6 Months Ended

Sep. 28, 2019

Notes Tables

Restructuring and Related Costs [Table Text Block]

	Restructuring Payable
	Severance			Other Costs			Total
	(In thousands)

Balance March 31, 2019	$	225		$	1		$	226
First quarter charge		586			4,220			4,806
Second quarter charge		386			760			1,146
Cash payments/write offs		(836	)		(4,981	)		(5,817	)
Balance September 28, 2019	$	361		$	-		$	361

	Severance			Other Costs			Total
	(In thousands)

Balance March 31, 2018	$	-		$	-		$	-
First quarter charge		110			(72	)		38
Second quarter charge		845			-			845
Cash payments/write offs		(177	)		72			(105	)
Balance September 29, 2018	$	778		$	-		$	778