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 October 1,December 31, 2016
Commission File Number  0-01989
Seneca Foods Corporation
(Exact name of Company as specified in its charter)
New York16‑0733425
(State or other jurisdiction of(I. R. S. Employer
incorporation or organization)Identification No.)

3736 South Main Street, Marion, New York14505
(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.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ☐  Accelerated filer  þ Non-accelerated filer  ¨ Smaller reporting company  ☐

Indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐  No   ☑

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

ClassShares Outstanding at October 27, 2016January 20, 2017
Common Stock Class A, $.25 Par7,884,9117,864,780
Common Stock Class B, $.25 Par1,894,221


Seneca Foods Corporation 
 
Quarterly Report on Form 10-Q 
 
Table of Contents
   
  Page
Page
   
PART 1 FINANCIAL INFORMATION 
   
  Item 1Financial Statements: 
        Condensed Consolidated Balance Sheets-December 31, 2016, December 26, 2015 and1
        March 31, 2016   
 
Condensed Consolidated Balance Sheets-October 1, 2016, September 26, 2015 and
 
  March 31, 2016 1
   
       
Condensed Consolidated Statements of Net Earnings-Three and SixNine Months Ended
 
  October 1, 2016 and September 26, 2015   2
   
        December 31, 2016 and December 26, 2015
2
Condensed Consolidated Statements of Comprehensive Income-Three and SixNine Months Ended 
  October 1, 2016 and September 26, 2015   2
   
        December 31, 2016 and December 26, 2015
Condensed Consolidated Statements of Cash Flows-Six Months Ended
2 
  October 1, 2016 and September 26, 2015 3
   
       
Condensed Consolidated StatementStatements of Stockholders' Equity-SixCash Flows-Nine Months Ended
 
  October 1, 2016   4
   
        December 31, 2016 and December 26, 2015
3
        Condensed Consolidated Statement of Stockholders' Equity-Nine Months Ended
        December 31, 20164
Notes to Condensed Consolidated Financial Statements 5
   
  Item 2
Management's Discussion and Analysis of Financial Condition
 
        and Results of Operations 12
   
  Item 3
Quantitative and Qualitative Disclosures about Market Risk
 19
   
  Item 4
Controls and Procedures
 20
   
PART II OTHER INFORMATION 
   
  Item 1
Legal Proceedings
 21
   
  Item 1A
Risk Factors
 21
   
  Item 2
Unregistered Sales of Equity Securities and Use of Proceeds
 21
   
  Item 3
Defaults Upon Senior Securities
 21
   
  Item 4
Mine Safety Disclosures
 21
   
  Item 5
Other Information
 21
   
  Item 6
Exhibits
 21
   
SIGNATURES
  
SIGNATURES23
SENECA FOODS CORPORATION AND SUBSIDIARIESSENECA FOODS CORPORATION AND SUBSIDIARIES SENECA FOODS CORPORATION AND SUBSIDIARIES 
CONDENSED CONSOLIDATED BALANCE SHEETS
CONDENSED CONSOLIDATED BALANCE SHEETS
 CONDENSED CONSOLIDATED BALANCE SHEETS 
(In Thousands, Except Per Share Data)(In Thousands, Except Per Share Data) (In Thousands, Except Per Share Data) 
                  
 Unaudited  Unaudited     Unaudited  Unaudited    
 October 1,  September 26,  March 31,  December 31,  December 26,  March 31, 
 2016  2015  2016  2016  2015  2016 
ASSETS                  
                  
Current Assets:                  
Cash and Cash Equivalents $10,124  $9,397  $8,602  $10,260  $19,029  $8,602 
Accounts Receivable, Net  102,727   83,296   76,788   67,357   74,981   76,788 
Assets Held For Sale  5,025   -   5,025   5,025   -   5,025 
Inventories:                        
Finished Goods  639,603   631,467   366,911   511,838   482,025   366,911 
Work in Process  18,098   7,107   17,122   24,642   23,352   17,122 
Raw Materials and Supplies  114,295   123,129   183,674   119,888   125,804   183,674 
Total Inventories  771,996   761,703   567,707   656,368   631,181   567,707 
Deferred Income Taxes, Net  -   6,674   - 
Other Current Assets  15,157   13,251   15,765   11,146   12,387   15,765 
Total Current Assets  905,029   874,321   673,887   750,156   737,578   673,887 
Property, Plant and Equipment, Net  207,474   178,370   188,837   217,983   189,765   188,837 
Deferred Income Tax Asset, Net  15,364   17,335   12,897   16,534   14,947   12,897 
Other Assets  20,847   17,583   19,706   20,038   17,929   19,706 
Total Assets $1,148,714  $1,087,609  $895,327  $1,004,711  $960,219  $895,327 
                        
LIABILITIES AND STOCKHOLDERS' EQUITY                        
 ��                      
Current Liabilities:                        
Notes Payable $-  $-  $402  $1,255  $402  $402 
Accounts Payable  237,008   265,578   67,410   98,170   99,256   67,410 
Accrued Vacation  11,936   11,499   11,792   11,702   11,761   11,792 
Accrued Payroll  10,120   13,440   9,438   5,843   6,181   9,438 
Other Accrued Expenses  39,243   25,732   27,627   41,826   37,056   27,627 
Income Taxes Payable  4,172   3,886   2,974   8,830   14,188   2,974 
Current Portion of Long-Term Debt and Capital Lease Obligations  9,987   307,080   279,815   11,106   311,864   279,815 
Total Current Liabilities  312,466   627,215   399,458   178,732   480,708   399,458 
Long-Term Debt, Less Current Portion  354,905   37,322   35,967   343,634   36,650   35,967 
Capital Lease Obligations, Less Current Portion  18,425   -   4,988   25,992   -   4,988 
Pension Liabilities  41,119   60,245   37,798   35,230   40,622   37,798 
Other Long-Term Liabilities  11,559   3,222   11,942   3,509   11,967   11,942 
Total Liabilities  738,474   728,004   490,153   587,097   569,947   490,153 
Commitments and Contingencies                        
Stockholders' Equity:                        
Preferred Stock  1,338   1,344   1,344   1,324   1,344   1,344 
Common Stock, $.25 Par Value Per Share  3,024   3,023   3,023   3,024   3,023   3,023 
Additional Paid-in Capital  97,395   97,373   97,373   97,433   97,373   97,373 
Treasury Stock, at Cost  (66,730)  (62,913)  (65,709)  (67,550)  (63,358)  (65,709)
Accumulated Other Comprehensive Loss  (28,396)  (31,804)  (28,396)  (28,396)  (31,804)  (28,396)
Retained Earnings  403,609   352,582   397,539   411,779   383,694   397,539 
Total Stockholders' Equity  410,240   359,605   405,174   417,614   390,272   405,174 
Total Liabilities and Stockholders' Equity $1,148,714  $1,087,609  $895,327  $1,004,711  $960,219  $895,327 
                 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.     The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.     


1
SENECA FOODS CORPORATION AND SUBSIDIARIESSENECA FOODS CORPORATION AND SUBSIDIARIES SENECA FOODS CORPORATION AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF NET EARNINGS
CONDENSED CONSOLIDATED STATEMENTS OF NET EARNINGS
 CONDENSED CONSOLIDATED STATEMENTS OF NET EARNINGS 
(Unaudited)(Unaudited) (Unaudited) 
(In Thousands, Except Per Share Data)(In Thousands, Except Per Share Data) (In Thousands, Except Per Share Data) 
                        
 Three Months Ended  Six Months Ended  Three Months Ended  Nine Months Ended 
 October 1,  September 26,  October 1,  September 26,  December 31,  December 26,  December 31,  December 26, 
 2016  2015  2016  2015  2016  2015  2016  2015 
                        
Net Sales $357,247  $313,202  $609,861  $539,460  $369,705  $432,198  $979,566  $971,658 
                                
Costs and Expenses:                                
Cost of Product Sold  327,035   284,129   559,674   489,488   332,230   378,816   891,904   868,304 
Selling, General and Administrative  18,702   17,394   35,907   32,450 
Plant Restructuring Charge (Credit)  277   15   1,462   (66)
Other Operating Expense (Income)  31   (67)  19   (403)
Selling and Administrative  21,116   19,505   57,023   51,955 
Restructuring  1,316   9,624   2,778   9,558 
Other Operating (Income) Expense  1,153   (24,197)  1,172   (24,600)
Total Costs and Expenses  346,045   301,471   597,062   521,469   355,815   383,748   952,877   905,217 
Operating Income  11,202   11,731   12,799   17,991   13,890   48,450   26,689   66,441 
Loss (Earnings) From Equity Investment  270   86   (167)  86 
(Earnings) Loss From Equity Investment  (333)  46   (500)  132 
Interest Expense, Net  2,151   1,889   4,295   3,581   2,414   2,191   6,709   5,772 
Earnings Before Income Taxes  8,781   9,756   8,671   14,324   11,809   46,213   20,480   60,537 
                                
Income Taxes Expense  2,637   3,234   2,589   4,834 
Income Taxes  3,628   15,090   6,217   19,924 
Net Earnings $6,144  $6,522  $6,082  $9,490  $8,181  $31,123  $14,263  $40,613 
                                
Earnings Applicable to Common Stock $6,082  $6,456  $6,014  $9,376 
Earnings Attributable to Common Stock $8,100  $30,832  $14,115  $40,180 
                                
Basic Earnings per Common Share $0.62  $0.65  $0.61  $0.95  $0.83  $3.12  $1.44  $4.06 
                                
Diluted Earnings per Common Share $0.62  $0.65  $0.61  $0.94  $0.82  $3.10  $1.43  $4.04 
                                
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.     
 
SENECA FOODS CORPORATION AND SUBSIDIARIESSENECA FOODS CORPORATION AND SUBSIDIARIES SENECA FOODS CORPORATION AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME 
(Unaudited)(Unaudited) (Unaudited) 
(In Thousands)(In Thousands) (In Thousands) 
                        
 Three Months Ended  Six Months Ended  Three Months Ended  Nine Months Ended 
 October 1,  September 26,  October 1,  September 26,  December 31,  December 26,  December 31,  December 26, 
 2016  2015  2016  2015  2016  2015  2016  2015 
                        
Comprehensive income:                        
Net earnings $6,144  $6,522  $6,082  $9,490  $8,181  $31,123  $14,263  $40,613 
Change in pension and post retirement benefits (net of tax)  -   -   -   -   -   -   -   - 
Total $6,144  $6,522  $6,082  $9,490  $8,181  $31,123  $14,263  $40,613 
                                
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.     The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.     
 
2
SENECA FOODS CORPORATION AND SUBSIDIARIESSENECA FOODS CORPORATION AND SUBSIDIARIES SENECA FOODS CORPORATION AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 
(Unaudited)(Unaudited) (Unaudited) 
(In Thousands)(In Thousands) (In Thousands) 
 Six Months Ended  Nine Months Ended 
 October 1, 2016  September 26, 2015  December 31, 2016  December 26, 2015 
Cash Flows from Operating Activities:            
Net Earnings $6,082  $9,490  $14,263  $40,613 
Adjustments to Reconcile Net Earnings to                
Net Cash Used in Operations:                
Depreciation & Amortization  12,018   10,487   18,209   15,884 
Loss (Gain) on the Sale of Assets  48   (143)  149   (43)
Impairment Provision (Benefit)  1,462   (66)
Provision for Restructuring and Impairment  3,830   9,558 
(Earnings) Loss From Equity Investment  (167)  86   (500)  132 
Deferred Income Tax Benefit  (2,467)  (2,183)  (3,637)  (966)
Changes in Operating Assets and Liabilities:        
Changes in Operating Assets and Liabilities (net of acquisition):        
Accounts Receivable  (25,939)  (13,459)  9,431   1,150 
Inventories  (204,289)  (289,291)  (88,661)  (130,398)
Other Current Assets  608   14,448   4,619   15,739 
Income Taxes  1,198   2,099   5,856   12,401 
Accounts Payable, Accrued Expenses                
and Other Liabilities  183,025   211,664   26,732   23,465 
Net Cash Used in Operations  (28,421)  (56,868)  (9,709)  (12,465)
Cash Flows from Investing Activities:                
Additions to Property, Plant and Equipment  (14,518)  (3,111)  (23,389)  (6,396)
Proceeds from the Sale of Assets  13   155   123   156 
Cash Paid for Acquisition (Net of Cash Acquired)  -   (23,784)
Net Cash Used in Investing Activities  (14,505)  (2,956)  (23,266)  (30,024)
Cash Flow from Financing Activities:                
Long-Term Borrowing  183,744   154,763   411,483   301,232 
Payments on Long-Term Debt  (136,613)  (84,525)
Payment on Notes Payable  (402)  (9,903)
Other Assets  (1,248)  (74)
Payments on Long-Term Debt and Capital Lease Obligations  (374,577)  (238,871)
Borrowings (Payments) on Notes Payable  853   (9,501)
Other  (1,273)  143 
Purchase of Treasury Stock  (1,021)  (1,636)  (1,841)  (2,081)
Dividends  (12)  (12)  (12)  (12)
Net Cash Provided by Financing Activities  44,448   58,613   34,633   50,910 
                
Net Increase (Decrease) in Cash and Cash Equivalents  1,522   (1,211)
Net Increase in Cash and Cash Equivalents  1,658   8,421 
Cash and Cash Equivalents, Beginning of the Period  8,602   10,608   8,602   10,608 
Cash and Cash Equivalents, End of the Period $10,124  $9,397  $10,260  $19,029 
                
Supplemental Disclosures of Cash Flow Information:                
Noncash Transactions:                
Property, Plant and Equipment Purchased Under Capital Lease Obligations $15,416  $-  $23,056  $- 
                
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 
 
3
SENECA FOODS CORPORATION AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
 
(Unaudited) 
(In Thousands) 
                   
        Additional     Accumulated Other    
  Preferred  Common  Paid-In  Treasury  Comprehensive  Retained 
  Stock  Stock  Capital  Stock  Loss  Earnings 
                   
Balance March 31, 2016 $1,344  $3,023  $97,373  $(65,709) $(28,396) $397,539 
Net earnings  -   -   -   -   -   6,082 
Cash dividends paid                        
  on preferred stock  -   -   -   -   -   (12)
Equity incentive program  -   -   17   -   -   - 
Preferred stock conversion  (6)  1   5   -   -   - 
Purchase treasury stock  -   -   -   (1,021)  -   - 
Balance October 1, 2016 $1,338  $3,024  $97,395  $(66,730) $(28,396) $403,609 
                         
     
SENECA FOODS CORPORATION AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY 
(Unaudited) 
(In Thousands) 
                   
        Additional     Accumulated Other    
  Preferred  Common  Paid-In  Treasury  Comprehensive  Retained 
  Stock  Stock  Capital  Stock  Loss  Earnings 
                   
Balance March 31, 2016 $1,344  $3,023  $97,373  $(65,709) $(28,396) $397,539 
Net earnings  -   -   -   -   -   14,263 
Cash dividends paid                        
  on preferred stock  -   -   -   -   -   (23)
Equity incentive program  -   -   41   -   -   - 
Preferred stock conversion  (20)  1   19   -   -   - 
Purchase treasury stock  -   -   -   (1,841)  -   - 
Balance December 31, 2016 $1,324  $3,024  $97,433  $(67,550) $(28,396) $411,779 
                         
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 
 
Preferred Stock Common Stock Preferred Stock  Common Stock 
6%10%      6%  10%            
Cumulative Par Cumulative Par  2003 Series   Cumulative Par  Cumulative Par     2003 Series       
Value $.25 Value $.025 ParticipatingParticipating Class AClass B Value $.25  Value $.025  Participating  Participating  Class A  Class B 
Callable at Par Convertible Convertible ParConvertible Par Common Stock Callable at Par  Convertible  Convertible Par  Convertible Par  Common Stock  Common Stock 
Voting Voting Value $.025Value $.025 Par Value $.25 Voting  Voting  Value $.025  Value $.025  Par Value $.25  Par Value $.25 
Shares authorized and designated:                            
October 1, 2016200,000 1,400,000 90,351500 20,000,00010,000,000
December 31, 2016  200,000   1,400,000   89,751   500   20,000,000   10,000,000 
Shares outstanding:                                
October 1, 2016200,000 807,240 90,351500 7,885,4851,894,321
December 31, 2016  200,000   807,240   89,751   500   7,864,780   1,894,221 
                                
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 
4


SENECA FOODS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
October 1,December 31, 2016

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 October 1,December 31, 2016 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, 2016 balance sheet was derived from the audited consolidated financial statements.

The results of operations for the three and sixnine month periods ended October 1,December 31, 2016 are not necessarily indicative of the results to be expected for the full year.
On December 9, 2016, the Company entered into a Loan and Guaranty Agreement ("Loan Agreement") with Farm Credit East, ACA which provides for a $100,000,000 unsecured term loan with a maturity date of December 9, 2021.  Borrowings under the Loan Agreement may be used for working capital and general corporate purposes.  The Loan Agreement contains restrictive covenants usual and customary for loans of this type.


During the sixnine months ended October 1,December 31, 2016, the Company sold $54,146,000$95,253,000 of Green Giant finished goods inventory to B&G Foods, Inc. for cash, on a bill and hold basis, as compared to $32,765,000$126,050,000  for the sixnine months ended SeptemberDecember 26, 2015.  Under the terms of the bill and hold agreement, title to the specified inventory transferred to B&G.  The Company believes it has met the criteria required for bill and hold treatment.


The accounting policies followed by the Company are set forth in Note 1 to the Company's Consolidated Financial Statements in the Company's 2016 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 2016 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.            Acquisitions
2.Acquisitions

On October 30, 2015, the Company completed the acquisition of 100% of the stock of Gray & Company.  The business, based in Hart, Michigan, is a processor of maraschino cherries and a provider of glace or candied fruit products.  This acquisition includes a plant in Dayton, Oregon. The purchase price was approximately $23,784,000 (net of cash acquired) plus the assumption of certain liabilities.  In conjunction with the closing, the Company paid off $12,034,000 of liabilities acquired.  The rationale for the acquisition was twofold: (1) the business is a complementary fit with our existing business and (2) it provides an extension of our product offerings.  This acquisition was financed with proceeds from

On October 30, 2015, the Company completed the acquisition of 100% of the stock of Gray & Company.  The business, based in Hart, Michigan, is a processor of maraschino cherries and a provider of glace or candied fruit products.  This acquisition includes a plant in Dayton, Oregon. The purchase price was approximately $23,784,000 (net of cash acquired) plus the assumption of certain liabilities.  In conjunction with the closing, the Company paid off $12,034,000 of liabilities acquired.  The rationale for the acquisition was twofold: (1) the business is a complementary fit with our existing business and (2) it provides an extension of our product offerings.  This acquisition was financed with proceeds from the Company's revolving credit facility.  The purchase price to acquire Gray & Company was allocated based on the internally developed fair value of the assets acquired and liabilities assumed and the independent valuation of inventory, intangibles, and property, plant, and equipment.  The purchase price of $23,784,000 has been allocated as follows (in thousands):
 

5

SENECA FOODS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
October 1,December 31, 2016

the Company's revolving credit facility.  The purchase price to acquire Gray & Company was allocated based on the internally developed fair value of the assets acquired and liabilities assumed and the independent valuation of inventory, intangibles, and property, plant, and equipment.  The purchase price of $23,784,000 has been allocated as follows (in thousands):

Purchase Price (net of cash received) $23,784 
     
Allocated as follows:    
Current assets $36,647 
Other long-term assets  1,395 
Property, plant and equipment  13,654 
Deferred taxes  (7,710)
Other long-term liabilities  (4,120)
Current liabilities  (16,082)
Total $23,784 

In February 2016, the Company completed the acquisition of 100% of the stock of Diana Fruit Co., Inc.  The business, based in Santa Clara, California, is a processor of maraschino cherries and cherries for fruit cocktail.  The purchase price was approximately $15,011,000 (net of cash acquired) plus the assumption of certain liabilities.  In conjunction with the closing, the Company paid off $1,441,000 of liabilities acquired.  The rationale for the acquisition was the business is a complementary fit with the recent acquisition of Gray & Company.  This acquisition was financed with proceeds from the Company's revolving credit facility.  The purchase price to acquire Diana was allocated based on the internally developed fair value of the assets acquired and liabilities assumed and the independent valuation of inventory, intangibles, and property, plant, and equipment.  The purchase price of $15,011,000 has been allocated as follows (in thousands):

Purchase Price (net of cash received) $15,011 
     
Allocated as follows:    
Current assets $16,834 
Other long-term assets  509 
Property, plant and equipment  872 
Deferred taxes  428 
Current liabilities  (3,632)
Total $15,011 

3.Inventories

First-In, First-Out ("FIFO") based inventory costs exceeded LIFO based inventory costs by $143,650,000$139,709,000 as of the end of the secondthird quarter of fiscal 2017 as compared to $162,480,000$150,818,000 as of the end of the secondthird quarter of fiscal 2016.  The change in the LIFO Reserve for the three months ended October 1,December 31, 2016 was a decrease of $3,941,000 as compared to a decrease of $11,662,000 for the three months ended December 26, 2015.  The change in the LIFO Reserve for the nine months ended December 31, 2016 was an increase of $2,476,000$434,000 as compared to an increase of $50,000 for the three months ended September 26, 2015.  The LIFO Reserve increased by $4,375,000 in the first six months of fiscal 2017 compared to a decrease of $1,587,000 in$13,249,000 for the first sixnine months of fiscal 2016.ended December 26, 2015.  This reflects the projected impact of an overall cost increase expected in fiscal 2017 versus an overall cost decrease in fiscal 2016.

6

SENECA FOODS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
December 31, 2016
 
4.   Revolving Credit Facility


The Company completed the closing of a new 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 October 1,December 31, 2016 was $342,935,000$232,586,000 and is included in Long-Term Debt in the accompanying Condensed Consolidated Balance Sheet since the Revolver matures on July 5, 2021.  The Company utilizes its Revolver for

6

SENECA FOODS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
October 1, 2016

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 increase in average amount of Revolver borrowings during the first sixnine months of fiscal 2017 compared to the first sixnine months of fiscal 2016 was attributable to the acquisitionsnew Farm Credit debt of $38,795,000$100,000,000, by Accounts Receivables which are $7,624,000 lower than the same period last year and by operating results in the last year ended December 31, 2016 of $28,108,000, partially offset by an acquisition of Diana Fruit Co. Inc. for $15,011,000 made during the last year ended March 2016, the pay offpayoff of $22,596,000 of Industrial Revenue Bonds, Accounts Receivablesand total Inventories which are $19,431,000$25,187,000 higher than the same period last year and total Inventories which are $10,293,000 higher than the same period last year, partially offset by operating results in the last year ended October 1, 2016 of $51,050,000.year.

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 secondthird quarter and year-to-date periods of fiscal 2017 and fiscal 2016:

 Second Quarter  Year-to-Date  Third Quarter  Year-to-Date 
 2017  2016  2017  2016  2017  2016  2017  2016 
 (In thousands)  (In thousands)  (In thousands)  (In thousands) 
Reported end of period:                        
Outstanding borrowings $342,935  $304,468  $342,935  $304,468  $232,586  $309,211  $232,586  $309,211 
Weighted average interest rate  1.88%  1.99%  1.88%  1.99%  2.00%  1.82%  2.00%  1.82%
Reported during the period:                                
Maximum amount of borrowings $361,800  $304,468  $361,800  $304,468  $349,710  $323,980  $361,800  $323,980 
Average outstanding borrowings $314,102  $242,255  $284,287  $225,112  $301,395  $285,576  $289,949  $245,520 
Weighted average interest rate  1.78%  1.96%  1.93%  1.95%  1.89%  1.90%  1.88%  1.93%
                                
 
5.   Stockholders' Equity
5.Stockholders' Equity

During the six-monthnine-month period ended October 1,December 31, 2016, the Company repurchased 31,50046,200 shares or $955,000$1,518,000 of its Class A Common Stock as Treasury Stock and 1,8379,042 shares or $66,000$324,000 of its Class B Common Stock also as Treasury Stock.  As of October 1,December 31, 2016, there are 2,314,8872,336,792 shares or $66,730,000$67,550,000 of repurchased stock.  These shares are not considered outstanding.
7

SENECA FOODS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
December 31, 2016

6.Retirement Plans

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

  Three Months Ended  Nine Months Ended 
  December 31,  December 26,  December 31,  December 26, 
  2016  2015  2016  2015 
  (In thousands) 
             
Service Cost $2,164  $2,519  $6,491  $7,558 
Interest Cost  1,919   2,177   5,756   6,532 
Expected Return on Plan Assets  (2,978)  (2,625)  (8,934)  (7,877)
Amortization of Actuarial Loss  679   844   2,037   2,531 
Amortization of Transition Asset  27   27   82   82 
  Net Periodic Benefit Cost $1,811  $2,942  $5,432  $8,826 

7

SENECA FOODS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
October 1,Total contributions of $8,000,000 were made to the Pension Plan during the nine month period ended December 31, 2016
  Three Months Ended  Six Months Ended 
  October 1,  September 26,  October 1,  September 26, 
  2016  2015  2016  2015 
  (In thousands) 
Service  Cost $2,164  $2,519  $4,328  $5,039 
Interest Cost  1,919   2,177   3,838   4,355 
Expected Return on Plan Assets  (2,978)  (2,625)  (5,958)  (5,252)
Amortization of Actuarial Loss  679   844   1,358   1,687 
Amortization of Transition Asset  27   27   55   55 
  Net Periodic Benefit Cost $1,811  $2,942  $3,621  $5,884 
There was and a contribution of $300,000 to$23,100,000 was made during the pension plan in the sixnine month period ended October 1, 2016.  There was a contribution of $600,000 made in the six month period ended SeptemberDecember 26, 2015.


7.Plant Restructuring

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

    Long-Lived           Long-Lived       
 Severance  Asset Charges  Other Costs  Total  Severance  Asset Charges  Other Costs  Total 
 (In thousands)  (In thousands) 
Balance March 31, 2016 $-  $4,975  $3,897  $8,872  $-  $4,975  $3,897  $8,872 
First quarter charge (credit)  127   (6)  1,064   1,185   127   (6)  1,064   1,185 
Second quarter charge (credit)  112   (286)  451   277   112   (286)  451   277 
Third quarter charge (credit)  1,261   62   (7)  1,316 
Cash payments/write offs  (123)  240   (3,242)  (3,125)  (1,480)  164   (3,588)  (4,904)
Balance October 1, 2016 $116  $4,923  $2,170  $7,209 
Balance December 31, 2016 $20  $4,909  $1,817  $6,746 
                                
Balance March 31, 2015 $715  $264  $270  $1,249  $715  $264  $270  $1,249 
First quarter credit  (81)  -   -   (81)  (81)  -   -   (81)
Second quarter charge  15   -   -   15   15   -   -   15 
Third quarter charge  104   1,706   7,814   9,624 
Cash payments/write offs  (649)  -   (240)  (889)  (649)  -   (503)  (1,152)
Balance September 26, 2015 $-  $264  $30  $294 
Balance December 26, 2015 $104  $1,970  $7,581  $9,655 


During 2016, the Company recorded a restructuring charge of $10,302,000 related to the closing of a plant in the Northwest of which $162,000 was related to severance cost, $5,065,000 was related to asset

8

SENECA FOODS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
December 31, 2016
                    impairments (contra fixed assets), and $5,075,000 was related to other costs (mostly operating lease costs).

During the quarter ended December 31, 2016, the Company recorded an additional restructuring charge of $1,316,000 related to the previous closing of plants in the Northwest of which $1,261,000 was related to severance cost, $62,000 was related to equipment relocation costs, and a credit of $7,000 was related to other costs.  During the quarter ended October 1, 2016, the Company recorded an additional restructuring charge of $277,000 related to the previous closing of a plant in the Northwest of which $112,000 was related to severance cost, $402,000 was related to equipment relocation costs, and a $237,000 credit which related to other costs, mostly a fixed assets impairment adjustment.  During the quarter ended July 2, 2016, the Company recorded an additional restructuring charge of $1,185,000 related to the previous closing of a plant in the Northwest of which $127,000 was related to severance cost, $1,025,000 was related to equipment relocation costs, and $33,000 was related to other costs.


8
8.Other Operating Income and Expense

During the nine months ended December 31, 2016 and December 26, 2015, the Company sold some unused fixed assets which resulted in a gain of $149,000 and $43,000, respectively. During the quarter ended December 31, 2016, the Company recorded a charge for impairment of a long-term asset of $1,052,000.  During the quarter ended December 26, 2015, the Company recorded a gain of $24,275,000 related to a contractual payment received in conjunction with a relationship transfer agreement with General Mills. During the quarter ended June 27, 2015, the Company reversed a provision for the Prop 65 litigation of $200,000 and reduced an environmental accrual by $82,000.  These gains are included in other operating income in the Unaudited Condensed Consolidated Statements of Net Earnings.

SENECA FOODS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
October 1, 2016
8.Other Operating Income and Expense

During the six months ended October 1, 2016, the Company sold unused fixed assets which resulted in a loss of $48,000 as compared to a gain of $143,000 during the six months ended September 26, 2015.  During the quarter ended June 27, 2015, the Company reversed a provision for the Prop 65 litigation of $200,000 and reduced an environmental accrual by $60,000.  These items are included in other operating income in the Unaudited Condensed Consolidated Statements of Net Earnings.
9.Recently Issued Accounting Standards

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for the Company on April 1, 2018 (beginning of fiscal 2019). Early adoption is permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.reporting but is currently evaluating this.

In February 2016, the FASB issued ASU No. 2016-02, Leases.  The new standard 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. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018 (beginning fiscal 2020), including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the

9

SENECA FOODS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
December 31, 2016


earliest comparative period presented in the financial statements, with certain practical expedients available.  While we are still evaluating the impact of our pending adoption of the new standard on our consolidated financial statements, we expect that upon adoption we will recognize ROU assets and lease liabilities and that the amounts could be material.


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 new accounting pronouncements during the quarter ended October 1,December 31, 2016.

10.Earnings per Common Share

Earnings per share for the quarters ended October 1,December 31, 2016 and SeptemberDecember 26, 2015 are as follows:

  Q U A R T E R  YEAR TO DATE 
  Fiscal  Fiscal  Fiscal  Fiscal 
  2017  2016  2017  2016 
  (In thousands, except per share amounts) 
Basic            
             
Net earnings $8,181  $31,123  $14,263  $40,613 
Deduct preferred stock dividends paid  6   6   17   17 
                 
Undistributed earnings  8,175   31,117   14,246   40,596 
Earnings attributable to participating preferred  75   285   131   416 
                 
Earnings attributable to common shareholders $8,100  $30,832  $14,115  $40,180 
                 
Weighted average common shares outstanding  9,770   9,884   9,790   9,891 
                 
Basic earnings per common share $0.83  $3.12  $1.44  $4.06 
                 
Diluted                
                 
Earnings attributable to common shareholders $8,100  $30,832  $14,115  $40,180 
Add dividends on convertible preferred stock  5   5   15   15 
                 
Earnings attributable to common stock on a diluted basis $8,105  $30,837  $14,130  $40,195 
                 
Weighted average common shares outstanding-basic  9,770   9,884   9,790   9,891 
Additional shares issuable 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  9,839   9,953   9,859   9,960 
                 
Diluted earnings per common share $0.82  $3.10  $1.43  $4.04 

9
10

SENECA FOODS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
October 1,December 31, 2016
  Q U A R T E R  YEAR TO DATE 
  Fiscal  Fiscal  Fiscal  Fiscal 
  2017  2016  2017  2016 
  (In thousands, except per share amounts) 
Basic            
             
Net earnings $6,144  $6,522  $6,082  $9,490 
Deduct preferred stock dividends paid  6   6   12   12 
                 
Undistributed earnings  6,138   6,516   6,070   9,478 
Earnings attributable to participating preferred  56   60   56   102 
                 
Earnings attributable to common shareholders $6,082  $6,456  $6,014  $9,376 
                 
Weighted average common shares outstanding  9,792   9,901   9,800   9,895 
                 
Basic earnings per common share $0.62  $0.65  $0.61  $0.95 
                 
Diluted                
                 
Earnings attributable to common shareholders $6,082  $6,456  $6,014  $9,376 
Add dividends on convertible preferred stock  5   5   10   10 
                 
Earnings attributable to common stock on a diluted basis $6,087  $6,461  $6,024  $9,386 
                 
Weighted average common shares outstanding-basic  9,792   9,901   9,800   9,895 
Additional shares issuable related to the                
  equity compensation plan  3   2   3   2 
Additional shares to be issued under full                
  conversion of preferred stock  67   67   67   67 
                 
Total shares for diluted  9,862   9,970   9,870   9,964 
                 
Diluted earnings per common share $0.62  $0.65  $0.61  $0.94 

11.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 $362,625,000$351,272,000 and an estimated fair value of $363,153,000$351,544,000 as of October 1,December 31, 2016.  As of March 31, 2016, the carrying amount was $315,539,000 and the estimated fair value was $315,478,000.  Capital lease obligations, including current portion had a carrying amount of $20,692,000$29,461,000 and an estimated fair value of $20,318,000$27,303,000 as of October 1,December 31, 2016.  As of March 31, 2016, the carrying amount was $5,231,000 and the estimated fair value was $5,076,000. The fair values of all the other financial instruments approximate their carrying value due to their short-term nature.


12.Income Taxes


10
12.Income Taxes

The effective tax rate was 30.4% and 32.9% for the nine month periods ended December 31, 2016 and December 26, 2015, respectively.  The 2.5 percentage point decrease in the effective tax rate represents a decrease in tax expense as a percentage of book income when compared to the same period last year.  The major contributor to this decrease is with the federal credits for R & D, WOTC and fuel.  These credits are largely fixed and with the significant decrease in pre-tax earnings for the nine months ended December 31, 2016, these credits are a larger percentage of pre-tax earnings in comparison to the nine months ended December 26, 2015. 



SENECA FOODS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
October 1, 2016


The Company tried to use the Annual Effective Tax Rate ("ETR") approach of ASC 740-270-25-2 (formerly FIN 18) to calculate its second quarter 2017 interim tax provision, but since the expected annual Pre-Tax Earnings is close to breakeven, the effective rate was very high (about 195%), and thus there was a significant variation in the customary relationship between Pre-Tax Earnings and Income Tax Provision during an interim period.  As allowed under FASB Interpretation (FIN) 18, Paragraph 82, now ASC 740-270-25-3, when calculating the ETR, it may be more appropriate to calculate the rate based on the year-to-date Pre-Tax Earnings which is what was done.  The prior year calculation followed the Annual Effective Tax Rate approach. The effective tax rate was 29.9% and 33.7% for the six month periods ended October 1, 2016 and September 26, 2015, respectively.  The 3.8 percentage point decrease in the effective tax rate represents a decrease in tax expense as a percentage of book income when compared to the same period last year.  The major contributor to this decrease is with the federal credits for R & D, WOTC and fuel plus state credits. These credits are largely fixed and with the relatively low pre-tax earnings for the six months ended October 1, 2016, these credits add to the credit provision and are a larger percentage of pre-tax earnings in comparison to the six months ended September 26, 2015.  This accounts for 2.9 percent of the decrease.
13.Interim Notes

During fiscal 20162017 and 2015,2016, the Company entered into some interim lease notes which financed down payments for various equipment orders at market rates.   As of October 1,December 31, 2016, and September 26, 2015, allsome of these interim notes havehad not been converted into operating leases.capital leases since the equipment was not placed in service.  These notes, which total $1,255,000 and $402,000 as of December 31, 2016 and December 26, 2015, respectively, are included in Notes Payable in the accompanying Condensed Consolidated Balance Sheets.  These notes are expected to be converted into capital leases within the next twelve months.



14.   Subsequent Event

On January 19, 2017, several roofs collapsed at one of the Company's plants in the Northwestern U.S. as a result of heavy snowfall.  An estimate of the cost to repair the damage is currently being prepared.  The losses are not expected to exceed the Company's property insurance deductible of $5 million.

11
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
October 1,December 31, 2016


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®, READ® and Seneca Farms®.  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.  In addition, 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.

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


Results of Operations:

Sales:

SecondThird fiscal quarter 2017 results include net sales of $357,246,000,$369,705,000, which represents a 14.1% increase,14.4% decrease, or $44,045,000,$62,493,000, from the secondthird quarter of fiscal 2016.  The decrease in sales is attributable to a sales volume decrease of $48,545,000 and lower selling prices/sales mix of $13,948,000.  The decrease in sales is primarily from a $48,622,000 decrease in B&G sales, a decrease in Canned Vegetable sales of $12,068,000, a $496,000 decrease in Other sales and by a $148,000 decrease in Canned Fruit sales and by a $878,000 decrease in Frozen sales.  Canned Fruit sales include $61,576,000 from Gray & Company sales which was acquired during the third fiscal quarter of 2016.

Nine months ended December 31, 2016 include net sales of $979,566,000, which represents a 0.8% increase, or $7,908,000, from the first nine months of fiscal 2016.  The increase in sales is attributable to a sales volume increase of $87,022,000$68,363,000 partially offset by lower selling prices/sales mix of $42,977,000.$60,455,000. The increase in sales is primarily from a $34,417,000$58,696,000 increase in Canned Fruit sales ($20,960,00050,720,000 from the acquisitions of Gray and Diana), and a $14,441,000$234,000 increase in B&G Foods, Inc. sales and a $218,000 increase in SnackFrozen sales, partially offset by a $4,639,000$28,790,000 decrease in B&G sales, a $21,858,000 decrease in Canned Vegetable sales and a $793,000$1,102,000 decrease in Frozen sales.

Six months ended October 1, 2016 include net sales of $609,861,000, which represents a 13.1% increase, or $70,401,000, from the first six months of fiscal 2016.  The net increase in sales is attributable to a sales volume increase of $116,908,000, partially offset by lower selling prices/sales mix of $46,507,000.  The increase in sales is primarily from a $19,832,000 increase in B&G Foods, Inc. sales, a $58,844,000 increase in Canned Fruit sales ($41,076,000 from the acquisitions of Gray and Diana), a $1,112,000 increase in Frozen sales, and a $1,009,000 increase in Snack sales partially offset by a $9,790,000 decrease in Canned VegetableOther sales.

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

  Three Months Ended  Six Months Ended    Three Months Ended  Nine Months Ended 
  October 1,  September 26,  October 1,  September 26,    December 31,  December 26,  December 31,  December 26, 
  2016  2015  2016  2015    2016  2015  2016  2015 
Canned VegetablesCanned Vegetables  $184.1  $188.7  $325.4  $335.2 Canned Vegetables  $227.2  $239.3  $552.6  $574.5 
B&G*  57.2   42.8   67.4   47.6 
B&G*    46.1   94.7   113.5   142.3 
FrozenFrozen   22.0   22.8   45.2   44.1 Frozen   25.3   26.2   70.5   70.3 
Fruit ProductsFruit Products   84.3   49.9   153.5   94.6 Fruit Products   63.7   63.9   217.2   158.5 
SnackSnack   3.7   3.5   7.7   6.7 Snack   2.4   2.6   10.0   9.3 
OtherOther   5.9   5.5   10.7   11.3 Other   5.0   5.5   15.8   16.8 
   $357.2  $313.2  $609.9  $539.5    $369.7  $432.2  $979.6  $971.7 
                                    
*B&G includes frozen vegetable sales exclusively for B&G.*B&G includes frozen vegetable sales exclusively for B&G.             *B&G includes frozen vegetable sales exclusively for B&G.             



12
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
October 1,December 31, 2016
Operating Income:


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

Three Months Ended Six Months Ended Three Months Ended Nine Months Ended 
October 1, September 26, October 1, September 26, December 31, December 26, December 31, December 26, 
2016 2015 2016 2015 2016 2015 2016 2015 
Gross Margin8.5%9.3%8.2%9.3%10.1%12.4%8.9%10.6%
                
Selling2.6%2.9%2.9%3.1%3.0%2.4%2.9%2.8%
Administrative2.6%2.7%3.0%2.9%2.7%2.2%2.9%2.6%
Plant Restructuring0.1%-%0.2%-%
Other Operating Income-%-%-%(0.1)%
Restructuring0.4%2.2%0.3%1.0%
Other Operating Expense (Income)0.3%-5.6%0.1%-2.5%
                
Operating Income3.2%3.7%2.1%3.4%3.7%11.2%2.7%6.7%
                
Interest Expense, Net0.6%0.6%0.7%0.7%0.7%0.5%0.7%0.6%
                

For the three month period ended October 1,December 31, 2016, the gross margin decreased from the prior year quarter from 9.3%12.4% to 8.5%10.1% due primarily to lower net selling prices (after considering promotions) in the current year as compared to the prior year.  The LIFO chargecredit for the secondthird quarter ended October 1,December 31, 2016 was $2,476,000$3,941,000 as compared to a charge of $50,000$11,662,000 credit for the secondthird quarter ended SeptemberDecember 26, 2015 and reflects the impact on the current quarter of higherthe current increased inflationary cost increases expected in fiscal 2017, compared with smaller cost increases to fiscal 2016.  On an after-tax basis, LIFO increased net earnings decreased by $1,609,000$2,562,000 for the quarter ended October 1,December 31, 2016 and decreased LIFOincreased net earnings by $33,000$7,580,000 for the quarter ended SeptemberDecember 26, 2015, based on the statutory federal income tax rate.

For the sixnine month period ended October 1,December 31, 2016, the gross margin decreased from the prior year period from 9.3%10.6% to 8.2%8.9% due primarily to lower net selling prices (after considering promotions) compared to the prior year, and a higherlower LIFO chargecredit in the current year as compared to a credit the prior year.  The LIFO charge for the sixnine months ended October 1,December 31, 2016 was $4,375,000$434,000 as compared to a credit of $1,587,000$13,249,000 for the sixnine months ended SeptemberDecember 26, 2015 and reflects the impact on the sixnine months of increased inflationary cost increases expected in fiscal 2017, compared to cost decreases in fiscal 2016.  On an after-tax basis, LIFO decreased net earnings by $2,844,000$282,000 for the sixnine months ended October 1,December 31, 2016 and increased net earnings by $1,032,000$8,612,000 for the sixnine months ended SeptemberDecember 26, 2015, based on the statutory federal income tax rate.

For the three month period ended October 1,December 31, 2016, selling costs as a percentage of sales decreasedincreased from 2.9%2.4% to 2.6% for3.0% from the same period in the prior year.  B&G Foods sales, which incur no selling costs, decreased $48,622,000 for the quarter compared the prior year which was the main reason why selling costs increased as a percentage of sales.  For the sixnine month period ended October 1,December 31, 2016, selling costs as a percentage of sales decreasedincreased slightly from 3.1%2.8% to 2.9% forfrom the same period in the prior year. The three and six month decreases are primarily as a result of the Green Giant Alliance sales increase, which don't incur selling costs.

For the three month period ended October 1, 2016, administrative expense as a percentage of sales decreased from 2.7% to 2.6% due primarily to lower employment costs in the current year than the prior year.  For the six month period ended October 1,December 31, 2016, administrative expense as a percentage of sales increased from 2.9%2.2% to 3.0%2.7% compared to the same period in the prior year.  For the nine month period ended December 31, 2016, administrative expense as a percentage of sales increased from 2.6% for the third quarter ended December 26, 2015 to 2.9%.  Administrative expense increased for the nine month period ended December 31, 2016 as a percentage of sales due primarily to higher employment costs in fiscal 2017.

During the six monthsquarter ended October 1,December 31, 2016, the Company sold some unused fixed assetsrecorded a restructuring charge of $1,316,000 related to closing of plants in the Northwest of which resulted in a loss of $48,000.  During the six months ended September 26, 2015, the Company sold some unused fixed assets which resulted in a gain of $143,000. In addition, the Company reversed a provision for the Prop 65 litigation of$1,261,000 was related to severance cost,  $62,000 was


13
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
October 1,December 31, 2016
 
$200,000.related to equipment costs (contra fixed assets), and a credit of $7,000 was related to other costs (mostly operating lease costs).

During the quarter ended December 31, 2016, the Company recorded a charge for impairment of a long-term asset of $1,052,000.  During the quarter ended December 26, 2015, the Company recorded a gain of $24,275,000 related to a contractual payment received in conjunction with a relationship transfer agreement with General Mills. During the quarter ended June 27, 2015, the Company reversed a provision for the Prop 65 litigation of $200,000 and reduced an environmental accrual by $82,000.   During the nine months ended December 31, 2016 and December 26, 2015, the Company sold some unused fixed assets which resulted in a loss of $149,000 and a gain of $43,000, respectively.  These itemsgains and the charge are included in other operating income in the Unaudited Condensed Consolidated Statements of Net Earnings.

Interest expense for the second quarterthree months ended October 1,December 31, 2016, as a percentage of sales, remainedincreased from 0.5% to 0.7% from the same at 0.6% compared to second quarterthree months ended SeptemberDecember 26, 2015.  ForInterest expense for the six month periodnine months ended October 1,December 31, 2016, interest expense as a percentage of sales, remainedincreased from 0.6% to 0.7% from the same at 0.7% comparedthird quarter ended December 26, 2015. This increase was due to six months ended September 26, 2015.higher interest expense related to the Company's Revolver and new term loan partially offset by decreased long-term debt interest attributable to the payoff of the Industrial Revenue Bonds of $22,596,000 and scheduled debt payments.

Income Taxes:

The Company tried to use the Annual Effective Tax Rate ("ETR") approach of ASC 740-270-25-2 (formerly FIN 18) to calculate its second quarter 2017 interim tax provision, but since the expected annual Pre-Tax Earnings is close to breakeven, the effective rate was very high (about 195%), and thus there was a significant variation in the customary relationship between Pre-Tax Earnings and Income Tax Provision during an interim period.  As allowed under FASB Interpretation (FIN) 18, Paragraph 82, now ASC 740-270-25-3, when calculating the ETR, it may be more appropriate to calculate the rate based on the year-to-date Pre-Tax Earnings which is what was done.  The prior year calculation followed the Annual Effective Tax Rate approach. The effective tax rate was 29.9%30.4% and 33.7%32.9% for the sixnine month periods ended October 1,December 31, 2016 and SeptemberDecember 26, 2015, respectively.  The 3.82.5 percentage point decrease in the effective tax rate represents a decrease in tax expense as a percentage of book income when compared to the same period last year.  The major contributor to this decrease is with the federal credits for R & D, WOTC and fuel; plus state credits.fuel.  These credits are largely fixed and with the relatively lowsignificant decrease in pre-tax earnings for the sixnine months ended October 1,December 31, 2016, these credits add to the credit provision and are a larger percentage of pre-tax earnings in comparison to the sixnine months ended SeptemberDecember 26, 2015.  This accounts for 2.9 percent of the decrease.


Earnings per Share:

Basic earnings per share were $0.62was $0.83 and $0.65$3.12 for the three months ended October 1,December 31, 2016 and SeptemberDecember 26, 2015, respectively.  Diluted earnings per share were $0.62was $0.82 and $0.65$3.10 for the three months ended October 1,December 31, 2016 and SeptemberDecember 26, 2015, respectively.  Basic earnings per share were $0.61was $1.44 and $0.95$4.06 for the sixnine months ended October 1,December 31, 2016 and SeptemberDecember 26, 2015, respectively.  Diluted earnings per share were $0.61was $1.43 and $0.94$4.04 for the sixnine months ended October 1,December 31, 2016 and SeptemberDecember 26, 2015, respectively.  For details of the calculation of these amounts, refer to footnote 10 of the Notes to Condensed Consolidated Financial Statements.

14
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
December 31, 2016
Liquidity and Capital Resources:

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

  December 31,  December 26,  March 31,  March 31, 
  2016  2015  2016  2015 
             
Working capital:            
  Balance $571,424  $256,870  $274,429  $463,545 
  Change during quarter  (21,139)  9,764         
Long-term debt, less current portion  343,634   36,650   35,967   271,634 
Total stockholders' equity per equivalent                
      common share (see Note)  42.11   38.90   40.63   34.81 
Stockholders' equity per common share  42.66   39.39   41.15   35.33 
Current ratio  4.20   1.53   1.69   4.72 

14
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
October 1, 2016

  October 1,  September 26,  March 31,  March 31, 
  2016  2015  2016  2015 
             
Working capital:            
  Balance $592,563  $247,106  $274,429  $463,545 
  Change during quarter  78,493   (187,993)        
Long-term debt, less current portion  354,905   37,322   35,967   271,634 
Total stockholders' equity per equivalent                
      common share (see Note)  41.28   35.79   40.63   34.81 
Stockholders' equity per common share  41.81   36.22   41.15   35.33 
Current ratio  2.90   1.39   1.69   4.72 

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 7 of the Notes to Consolidated Financial Statements of the Company's 2016 Annual Report on Form 10-K for conversion details.

As shown in the Condensed Consolidated Statements of Cash Flows, net cash used in operating activities was $28,421,000$9,709,000 in the first sixnine months of fiscal 2017, compared to $56,868,000net cash used in operating activities of $12,465,000 in the first sixnine months of fiscal 2016.  The $28,447,000$2,756,000 decrease in cash used is primarily attributable a $41,737,000 lower increase in inventory in the first nine months of fiscal 2017 as compared to the first nine months of fiscal 2016, a $28,639,000$3,267,000 increase in the cash provided by Accounts Payable, Accrued Expenses and Other Liabilities, and a $8,281,000 increase in cash provided by accounts receivable partially offset by decreased net earnings of $26,350,000 as previously discussed, a $5,728,000 decrease in the impairment provision, a $6,545,000 decrease in cash provided by accounts payable, accrued expenses and other liabilities and decreased net earnings of $3,408,000 as previously discussed,income taxes, a $13,840,000$2,671,000 increase in cash used by deferred taxes, a $11,120,000 decrease in cash provided by other current assets, a $901,000 decrease in cash provided by income taxes, and an $12,480,000 increase in cash used by accounts receivable partially offset by a $204,289,000 increase in inventory in the first six months of fiscal 2017 as compared to $289,291,000 increase in inventory in the first six months of fiscal 2016.assets.

As compared to SeptemberDecember 26, 2015, inventory increased $10,293,000$25,187,000 to $771,996,000$656,368,000 at October 1,December 31, 2016.  The components of the inventory increase reflect an $8,136,000a $29,813,000 increase in finished goods, a $10,991,000$1,290,000 increase in work in process and an $8,834,000a $5,916,000 decrease in raw materials and supplies.  The finished goods increase reflects higher inventory quantities due to the magnitude and timing of the fiscal year 2017 pack versus fiscal year 2016 pack partially offset by increased sales volume as compared to the prior year.  The raw materials and supplies decrease is primarily due to a decrease in cans and raw steel quantities compared to the prior year.  FIFO based inventory costs exceeded LIFO based inventory costs by $143,650,000$139,709,000 as of the end of the secondthird quarter of 2017 as compared to $162,480,000$150,818,000 as of the end of the secondthird quarter of 2016.

Cash used in investing activities was $14,505,000$23,266,000 in the first sixnine months of fiscal 2017 compared to cash used in investing activities of $2,956,000$30,024,000 in the first sixnine months of fiscal 2016.  Additions to property, plant and equipment were $14,518,000$23,389,000 in the first sixnine months of fiscal 2017 as compared to $3,111,000$6,396,000 in the first sixnine months of fiscal 2016.  The current year purchases include $4,767,000 of fixed assets purchased from Monsanto in connection with our seed processing in August 2016.In October 2015, the Company acquired Gray & Company for $23,784,000.

Cash provided by financing activities was $44,448,000$34,633,000 in the first sixnine months of fiscal 2017, which included borrowings of $183,744,000$411,483,000 and the repayment of $136,613,000$374,577,000 of long-term debt, principally consisting of borrowing and repayment on the revolving credit facility ("Revolver").  Other than borrowings under the Revolver, there was no$100,000,000 of new long-term debt issued during the first sixnine months of fiscal 2016.  During the six months ended October 1, 2016, the Company paid off $22,596,000 of Industrial Revenue Bonds.  During the six months ended October 1, 2016, the Company repurchased $1,021,000 of its Class A Common Stock as treasury stock compared to $1,636,000 in the prior period.2017. In addition, the Company paid downadded Notes Payable of $402,000$853,000 during the sixnine month period ended October 1,December 31, 2016 related to some interim notes which became operating leases and was $9,903,000 in the six month period ended September 26, 2015.

15
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
October 1, 2016
During the six months ended October 1, 2016, the Company entered into $15,416,000 of equipmentbecome capital leases.

The Company completed the closing of a new 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
15
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
December 31, 2016

applicable margin based on excess availability and the Company's fixed charge coverage ratio.  As of October 1,December 31, 2016, the interest rate was approximately 1.88%2.03% on a balance of $342,935,000.$232,586,000.  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.


On December 9, 2016, the Company entered into a Loan and Guaranty Agreement ("Loan Agreement") with Farm Credit East, ACA which provides for a $100 million unsecured term loan with a maturity date of December 9, 2021.  Borrowings under the Loan Agreement may be used for working capital and general corporate purposes.  The Loan Agreement contains restrictive covenants usual and customary for loans of this type.

The Company's credit facilities contain standard representations and warranties, events of default, and certain affirmative and negative covenants, including various financial covenants.  At October 1,December 31, 2016, the Company was in compliance with all such financial covenants.

New Accounting Standards

Refer to footnote 9 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 these quarters.  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 as of the date the statements were made.  Among the factors that could cause actual results to differ materially are:

16
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
October 1,December 31, 2016
 
·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;
·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.

Critical Accounting Policies

During the sixnine months ended October 1,December 31, 2016, the Company sold $54,146,000$95,253,000 of Green Giant finished goods inventory to B&G Foods North America ("B&G") for cash, on a bill and hold basis, as compared to $32,765,000$126,050,000 for the sixnine months ended SeptemberDecember 26, 2015.  Under the terms of the bill and hold agreement, title to the specified inventory transferred to B&G.  The Company believes it has met the criteria required for bill and hold treatment.

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 was 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.

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 was 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.

17
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
October 1,December 31, 2016

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.

18
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.facility and the new $100,000,000 term loan.  To manage interest rate risk, the Company uses both fixed and variable interest rate debt.  There have been no material changes to the Company's exposure to market risk since March 31, 2016.
19
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 October 1,December 31, 2016, 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.

20
Item 1.Legal Proceedings

Refer to footnote 13 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, 2016.

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) or
              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
7/01/2016 –                       
7/31/2016  -   -  $-  $-      
8/01/2016 –                           
8/31/2016  -   1,737  $-  $36.04   1,737  
9/01/2016 –                            
9/30/2016  17,100(1)  100  $29.03  $36.09       
Total  17,100   1,837  $29.03  $36.04   1,737 1,192,366
  Total Number of   Average Price Paid  Total Number  Maximum Number 
  Shares Purchased (1)   per Share  of Shares  (or Approximate 
               Purchased as  Dollar Value) or 
               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 
10/01/16 –  -   674   $-  $36.03   674   - 
10/31/16                        
11/01/16 –  -   6,531   $-  $35.74   6,531   - 
11/30/16                         
12/01/16 –  14,700(1)  -   $38.28  $-   -   - 
12/31/16                         
Total  14,700   7,205   $38.28  $35.77   7,205   1,185,161 

(1)  Of these shares, all 17,10014,700 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

10.1Third Amended and Restated Loan and Security Agreement dated as of July 5,December 9, 2016 by and among Seneca Foods Corporation, Seneca Foods, LLC, Seneca Snack Company, Green Valley Foods, LLC and certain other subsidiaries of Seneca Foods Corporation, the financial institutions party thereto as lenders, Bank of America, N.A., as agent, issuing bank, syndication agent, and lead arrangerFarm Credit East, ACA (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated July 5,December 9, 2016).

21
31.1Certification of Kraig H. Kayser pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

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

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

101The following materials from Seneca Foods Corporation's Quarterly Report on Form 10-Q for the three and sixnine months ended October 1,December 31, 2016, formatted in XBRL (eXtensible Business Reporting Language):  (i) condensed consolidated balance sheets, (ii) condensed consolidated statements of net earnings, (iii) condensed consolidated statements of comprehensive income, (iv) condensed consolidated statements of cash flows, (v) condensed consolidated statement of stockholders' equity and (vi) the notes to condensed consolidated financial statements.

2122
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)



/s/Kraig H. Kayser 
November 7, 2016January 25, 2017
 Kraig H. Kayser
President and
Chief Executive Officer


/s/Timothy J. Benjamin 
November 7, 2016January 25, 2017
 Timothy J. Benjamin
 Chief Financial Officer

 
2223