10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

Form 10Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended September 27, 2014 Commission File Number  0-01989

Seneca Foods Corporation

(Exact name of Company as specified in its charter)

New York	160733425
(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. 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  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:

Class	Shares Outstanding at October 17, 2014
Common Stock Class A, $.25 Par	8,717,440
Common Stock Class B, $.25 Par	2,015,673

Seneca Foods Corporation
Quarterly Report on Form 10-Q
Table of Contents
		Page
PART 1	FINANCIAL INFORMATION
Item 1	Financial Statements:
Condensed Consolidated Balance Sheets-September 27, 2014, September 28, 2013 and			1
March 31, 2014
Condensed Consolidated Statements of Net Earnings-Three and Six Months Ended
September 27, 2014 and September 28, 2013			2
Condensed Consolidated Statements of Comprehensive Income-Three and Six Months Ended
September 27, 2014 and September 28, 2013			2
Condensed Consolidated Statements of Cash Flows-Six Months Ended
September 27, 2014 and September 28, 2013			3
Condensed Consolidated Statements of Stockholders' Equity-Six Months Ended
September 27, 2014			4
Notes to Condensed Consolidated Financial Statements			5
Item 2	Management's Discussion and Analysis of Financial Condition
and Results of Operations			11
Item 3	Quantitative and Qualitative Disclosures about Market Risk		17
Item 4	Controls and Procedures		18
PART II	OTHER INFORMATION
Item 1	Legal Proceedings		19
Item 1A	Risk Factors		19
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds		19
Item 3	Defaults Upon Senior Securities		19
Item 4	Mine Safety Disclosures		19
Item 5	Other Information		19
Item 6	Exhibits		19
SIGNATURES			21

SENECA FOODS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Per Share Data)
	Unaudited			Unaudited
	September 27,			September 28,			March 31,
	2014			2013			2014
ASSETS
Current Assets:
Cash and Cash Equivalents	$	14,037		$	17,139		$	13,839
Accounts Receivable, Net		80,981			96,089			76,964
Inventories
Finished Goods		591,841			655,058			304,955
Work in Process		18,358			8,450			12,353
Raw Materials and Supplies		121,328			95,146			133,942
Total Inventories		731,527			758,654			451,250
Deferred Income Taxes, Net		8,314			10,946			8,412
Refundable Income Taxes		1,439			-			-
Other Current Assets		21,614			36,398			33,594
Total Current Assets		857,912			919,226			584,059
Property, Plant and Equipment, Net		189,397			184,882			183,917
Deferred Income Tax Asset, Net		-			5,205			-
Other Assets		17,380			1,010			877
Total Assets	$	1,064,689		$	1,110,323		$	768,853
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes Payable	$	4,880		$	4,392		$	12,255
Accounts Payable		243,624			298,517			71,219
Accrued Vacation		11,206			11,057			10,997
Accrued Payroll		10,917			13,481			7,516
Other Accrued Expenses		35,086			37,861			26,111
Income Taxes Payable		-			468			913
Current Portion of Long-Term Debt		2,449			2,101			2,277
Total Current Liabilities		308,162			367,877			131,288
Long-Term Debt, Less Current Portion		342,154			322,959			216,239
Deferred Income Taxes, Net		1,126			-			339
Other Long-Term Liabilities		29,406			44,889			27,355
Total Liabilities		680,848			735,725			375,221
Commitments and Contingencies
Stockholders' Equity:
Preferred Stock		2,119			5,410			5,332
Common Stock, $.25 Par Value Per Share		3,010			2,955			2,958
Additional Paid-in Capital		96,528			93,135			93,260
Treasury Stock, at Cost		(39,095	)		(31,764	)		(29,894	)
Accumulated Other Comprehensive Loss		(11,252	)		(22,548	)		(11,252	)
Retained Earnings		332,531			327,410			333,228
Total Stockholders' Equity		383,841			374,598			393,632
Total Liabilities and Stockholders' Equity	$	1,064,689		$	1,110,323		$	768,853
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1

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 27,			September 28,			September 27,			September 28,
	2014			2013			2014			2013
Net Sales	$	312,161		$	336,628		$	552,204		$	568,755
Costs and Expenses:
Cost of Product Sold		295,357			314,249			518,404			526,696
Selling and Administrative		16,203			15,856			31,922			31,775
Plant Restructuring		-			347			-			501
Other Operating (Income) Loss		(85	)		(607	)		194			(788	)
Total Costs and Expenses		311,475			329,845			550,520			558,184
Operating Income		686			6,783			1,684			10,571
Loss (Earnings) From Equity Investment		80			-			(286	)		-
Interest Expense, Net		1,417			1,548			2,486			3,375
(Loss) Earnings Before Income Taxes		(811	)		5,235			(516	)		7,196
Income Taxes (Benefit) Expense		(233	)		(1,368	)		169			(754	)
Net  (Loss) Earnings	$	(578	)	$	6,603		$	(685	)	$	7,950
(Loss) Earnings Applicable to Common Stock	$	(576	)	$	6,387		$	(684	)	$	7,685
Basic (Loss) Earnings per Common Share	$	(0.05	)	$	0.59		$	(0.06	)	$	0.71
Diluted (Loss) Earnings per Common Share	$	(0.05	)	$	0.59		$	(0.06	)	$	0.71
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 27,			September 28,		September 27,			September 28,
	2014			2013		2014			2013
Comprehensive (loss) income:
Net (loss) earnings	$	(578	)	$	6,603	$	(685	)	$	7,950
Change in pension and post retirement benefits (net of tax)		-			-		-			-
Total	$	(578	)	$	6,603	$	(685	)	$	7,950
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2

SENECA FOODS CORPORATION AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In Thousands)
	Six Months Ended
	September 27, 2014			September 28, 2013
Cash Flows from Operating Activities:
Net (Loss) Earnings	$	(685	)	$	7,950
Adjustments to Reconcile Net (Loss) Earnings to
Net Cash Used in Operations:
Depreciation & Amortization		11,142			11,679
Gain on the Sale of Assets		(56	)		(869	)
Impairment Provision		-			501
Deferred Income Tax Expense (Benefit)		885			(4,654	)
Changes in Operating Assets and Liabilities:
Accounts Receivable		(4,017	)		(13,156	)
Inventories		(280,277	)		(279,084	)
Other Current Assets		11,980			(11,099	)
Income Taxes		(2,352	)		(3,632	)
Accounts Payable, Accrued Expenses
and Other Liabilities		186,713			244,010
Net Cash Used in Operations		(76,667	)		(48,354	)
Cash Flows from Investing Activities:
Additions to Property, Plant and Equipment		(16,665	)		(8,412	)
Proceeds from the Sale of Assets		270			970
Purchase Equity Method Investment		(16,308	)		-
Net Cash Used in Investing Activities		(32,703	)		(7,442	)
Cash Flow from Financing Activities:
Long-Term Borrowing		199,232			261,823
Payments on Long-Term Debt		(73,145	)		(206,949	)
(Payment) Borrowings on Notes Payable		(7,375	)		4,392
Other		69			137
Purchase of Treasury Stock		(9,201	)		(560	)
Dividends		(12	)		(12	)
Net Cash Provided by Financing Activities		109,568			58,831
Net Increase in Cash and Cash Equivalents		198			3,035
Cash and Cash Equivalents, Beginning of the Period		13,839			14,104
Cash and Cash Equivalents, End of the Period	$	14,037		$	17,139
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3

SENECA FOODS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS STOCKHOLDERS' EQUITY

(Unaudited)

(In Thousands)

						Additional					Accumulated Other
	Preferred			Common		Paid-In		Treasury			Comprehensive			Retained
	Stock			Stock		Capital		Stock			Loss			Earnings
Balance March 31, 2014	$	5,332		$	2,958	$	93,260	$	(29,894	)	$	(11,252	)	$	333,228
Net loss		-			-		-		-			-			(685	)
Cash dividends paid
on preferred stock		-			-		-		-			-			(12	)
Equity incentive program		-			-		50		-			-			-
Stock issued for profit sharing plan		-			1		56		-			-			-
Preferred stock conversion		(3,213	)		51		3,162		-			-			-
Purchase treasury stock		-			-		-		(9,201	)		-			-
Balance September 27, 2014	$	2,119		$	3,010	$	96,528	$	(39,095	)	$	(11,252	)	$	332,531

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

4

Notes to Condensed Consolidated Financial Statements

(Unaudited)

September 27, 2014

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 27, 2014 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, 2014 balance sheet was derived from the audited consolidated financial statements.

The results of operations for the three and sixmonth periods ended September 27, 2014 are not necessarily indicative of the results to be expected for the full year.

During six months ended September 27, 2014, the Company sold $36,766,000 of Green Giant finished goods inventory to General Mills Operations, LLC ("GMOL") for cash, on a bill and hold basis, as compared to $52,199,000 for the six months ended September 28, 2013.  Under the terms of the bill and hold agreement, title to the specified inventory transferred to GMOL. 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 2014 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 2014 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.

Subsequent Event—After the September 27, 2014 quarter end closing, the Company announced the closing of a plant in the Midwest. This plant closing will have no material impact on the financial position or results of operations of the Company.

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

2. In April 2014, the Company purchased a 50% equity interest in Truitt Bros. Inc. ("Truitt") for $16,308,000.  The purchase agreement grants the Company the right to acquire the remaining 50% ownership of Truitt in the future under certain conditions. Truitt is known for its industry innovation related to packing shelf stable foods in trays, pouches and bowls.  Truitt has two state-of-the-art plants located in Oregon and Kentucky.  This investment is included in Other Assets in the Condensed Consolidated Balance Sheets.  This is a level 3 investment and is accounted for using the equity method of accounting.

3. First-In, First-Out ("FIFO") based inventory costs exceeded LIFO based inventory costs by $158,955,000 as of the end of the second quarter of fiscal 2015 as compared to $147,449,000 as of the end of the second quarter of fiscal 2014.  The change in the LIFO Reserve for the three months ended September 27, 2014 was a increase of $5,919,000 as compared to an increase of $8,637,000 for the three months ended September 28, 2013. The LIFO Reserve increased by $5,570,000 in the first six months of fiscal 2015 compared to an increase of $14,435,000 in the first six months of fiscal 2014.  This reflects the projected impact of an overall lower cost increase expected in fiscal 2015 versus fiscal 2014.

5

Notes to Condensed Consolidated Financial Statements

(Unaudited)

September 27, 2014

4. Maximum borrowings under the Revolver total $300,000,000 from April through July and $400,000,000 from August through March.   The Revolver balance as of September 27, 2014 was $302,220,000 and is included in Long-Term Debt in the accompanying Condensed Consolidated Balance Sheet since the Revolver matures on July 20, 2016. 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 increase in average amount of Revolver borrowings during the first six months of fiscal 2015 compared to the first six months of fiscal 2014 was attributable to the Truitt investment of $16,308,000 made in the first quarter of fiscal 2015 and reduced operating results.

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 periods of fiscal 2015 and fiscal 2014:

	Second Quarter						Year-to-Date
	2015			2014			2015			2014
	(In thousands)						(In thousands)
Reported end of period:
Outstanding borrowings	$	302,220		$	282,000		$	302,220		$	282,000
Weighted average interest rate		1.45	%		1.68	%		1.45	%		1.68	%
Reported during the period:
Maximum amount of borrowings	$	302,220		$	292,578		$	302,220		$	292,578
Average outstanding borrowings		239,585			227,234			205,880			192,360
Weighted average interest rate		1.42	%		1.70	%		1.49	%		1.71	%

5. During the six month period ended September 27, 2014, there were 207,365 shares, or $3,213,000, of Participating Preferred Stock (at Stated Value), converted to Class A Common Stock. During the six-month period ended September 27, 2014 the Company repurchased 292,395 shares or $9,201,000 of its Class A Common Stock as Treasury Stock.  As of September 27, 2014, there are 1,307,439 shares or $39,095,000 of repurchased stock.  These shares are not considered outstanding.  During the three-month period ended June 28, 2014, there were 1,720 shares, or $56,000 of Class B Common Stock issued in lieu of cash compensation under the Company's Profit Sharing Bonus Plan.

6

Notes to Condensed Consolidated Financial Statements

(Unaudited)

September 27, 2014

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

	Three Months Ended						Six Months Ended
	September 27,			September 28,			September 27,			September 28,
	2014			2013			2014			2013
	(In thousands)
Service Cost	$	1,868		$	1,863		$	3,736		$	3,726
Interest Cost		2,032			1,890			4,064			3,780
Expected Return on Plan Assets		(2,740	)		(2,373	)		(5,480	)		(4,745	)
Amortization of Actuarial Loss		31			584			61			1,167
Net Periodic Benefit Cost	$	1,191		$	1,964		$	2,381		$	3,928

No contributions were required or made in the three and six month periods ended September 27, 2014 and September 28, 2013.

7. During the six months ended September 27, 2014, the Company sold unused fixed assets which resulted in a gain of $56,000 as compared to a gain of $869,000 during the six months ended September 28, 2013.  In addition, during the six months ended September 27, 2014, there was a $250,000 charge related to an environmental remediation.  These items are included in other operating income in the Unaudited Condensed Consolidated Statements of Net Earnings.

8. In May 2014, the FASB issued 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, 2017 (beginning of fiscal 2018). Early adoption is not 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.  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 September 27, 2014.

7

Notes to Condensed Consolidated Financial Statements

(Unaudited)

September 27, 2014

9. Earnings (loss) per share for the Quarters Ended September 27, 2014 and September 28, 2013 are as follows:

	Q U A R T E R					YEAR TO DATE
	Fiscal			Fiscal		Fiscal			Fiscal
	2015			2014		2015			2014
	(In thousands, except per share amounts)
Basic
Net (loss) earnings	$	(578	)	$	6,603	$	(685	)	$	7,950
Deduct preferred stock dividends paid		6			6		12			12
Undistributed (loss) earnings		(584	)		6,597		(697	)		7,938
(Loss) earnings attributable to participating preferred		(8	)		210		(13	)		253
(Loss) earnings attributable to common shareholders	$	(576	)	$	6,387	$	(684	)	$	7,685
Weighted average common shares outstanding		10,774			10,748		10,787			10,750
Basic (loss) earnings per common share	$	(0.05	)	$	0.59	$	(0.06	)	$	0.71
Diluted
(Loss) earnings attributable to common shareholders	$	(576	)	$	6,387	$	(684	)	$	7,685
Add dividends on convertible preferred stock		5			5		10			10
(Loss) Earnings attributable to common stock on a diluted basis	$	(571	)	$	6,392	$	(674	)	$	7,695
Weighted average common shares outstanding-basic		10,774			10,748		10,787			10,750
Additional shares issuable related to the
equity compensation plan		4			4		4			4
Additional shares to be issued under full
conversion of preferred stock		67			67		67			67
Total shares for diluted		10,845			10,819		10,858			10,821
Diluted (loss) earnings per common share	$	(0.05	)	$	0.59	$	(0.06	)	$	0.71

10. 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 $344,603,000 and an estimated fair value of $345,651,000 as of September 27, 2014.  As of March 31, 2014, the carrying amount was $218,516,000 and the estimated fair value was $219,981,000.The fair values of all the other financial instruments approximate their carrying value due to their short-term nature.

8

Notes to Condensed Consolidated Financial Statements

(Unaudited)

September 27, 2014

11. In June 2010, the Company received a Notice of Violation of the California Safe Drinking Water and Toxic Enforcement Act of 1986, commonly known as Proposition 65, from the Environmental Law Foundation ("ELF").  This notice was made to the California Attorney General and various other government officials, and to 49 companies including Seneca Foods Corporation whom ELF alleges manufactured, distributed or sold packaged peaches, pears, fruit cocktail and fruit juice that contain lead without providing a clear and reasonable warning to consumers.  Under California law, proper notice must be made to the State and involved firms at least 60 days before any suit under Proposition 65 may be filed by private litigants like ELF.  That 60-day period has expired and to date neither the California Attorney General nor any appropriate district attorney or city attorney has initiated an action against the Company.  However, private litigant ELF filed an action against the Company and 27 other named companies on September 28, 2011, in Superior Court of Alameda County, California, alleging violations of Proposition 65 and seeking various measures of relief, including injunctive and declaratory relief and civil penalties.  The Company, along with the other named companies, vigorously defended the claim.  A responsive answer was filed, the discovery process was completed and a trial on liability was held beginning in April of 2013 in accordance with court schedules.  The trial was completed on May 16, 2013 and, on July 15, 2013 the judge issued a tentative and proposed statement of decision agreeing with the Company, and the other defendants, that the "safe harbor" defense had been met under the regulations relating to Proposition 65 and the Company will not be required to place a Proposition 65 warning label on the products at issue in the case.  The trial decision was finalized and the decision was appealed by ELF with a filing dated October 3, 2013.  The appeal is progressing in accordance with the schedule set by the California Court of Appeal, First Appellate District, Division One.  The Company is unable to determine the scope or the likelihood of success of the appeal. The Company, along with other defendants are planning on vigorously defending the appeal filed by ELF.  With the successful defense of the case, the remedies portion of the case was not litigated.  So far, our portion of legal fees in defense of this action have been sizable, as would be expected with litigation resulting in trial, and the appeal, but have not had a material adverse impact on the Company's financial position, results of operations, or cash flows. Additionally, in the ordinary course of its business, the Company is made party to certain legal proceedings seeking monetary damages, including proceedings invoking product liability claims, either directly or through indemnification obligations, and we are not able to predict the probability of the outcome or estimate of loss, if any, related to any such matter.

12. The effective tax rate was (32.8)% and (10.5)% for the six month periods ended September 27, 2014 and September 28, 2013, respectively.  Due to the year to date pre-tax loss, the 22.3 percentage point decrease in the effective tax rate represents an increase in tax expense as a percentage of book income when compared to the same quarter last year.  The major contributor to this increase is the re-establishment of the valuation allowance related to the New York State Investment Tax Credit which created a $384,000 charge (74.4 percentage points).  The valuation allowance was re-established due to a change in the law. This is a discrete item and therefore was required to be booked in the quarter ended June 28, 2014.  This difference was partially offset by the impact of 1) the expiration of the research and experimentation credit, work opportunity tax credit, fuel tax credit, California enterprise zone credit, and the California hiring credit (36.8 percentage points) and 2) an $81,000 credit (15.7 percentage points) related to interest received on tax refunds recorded during the quarters ended June 28, 2014 and September 27, 2014.

13. During the second and fourth quarters of fiscal 2014, the Company entered into some interim lease notes which financed down payments for various equipment orders at market rates.  As of September 27, 2014, some of these interim notes had not been converted into operating leases since the equipment was not placed in service. These notes, which total $4,880,000 and $4,392,000 as of September 27, 2014 and September 28, 2013, respectively, are included in Notes Payable in the accompanying Condensed Consolidated Balance Sheets.  These notes are expected to be converted into operating leases within the next twelve months.

9

ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

September 27, 2014

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®, 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 80 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 General Mills Operations, LLC ("GMOL") under a long-term Alliance Agreement.

The Company's raw product is harvested mainly between June through November. The Company experienced unfavorable growing conditions related to our pea and green bean harvest this summer reflecting a combination of high temperatures and uneven moisture.  These difficult growing conditions unfavorably impacted pea and green bean crop yields and plant recovery rates which resulted in unfavorable manufacturing variances.

Subsequent Event—After the September 27, 2014 quarter end closing, the Company announced the closing of a plant in the Midwest. This plant closing will have no material impact on the financial position or results of operations of the Company.

Investment—In April 2014, the Company purchased a 50% equity interest in Truitt Bros. Inc. ("Truitt") for $16,308,000.  The purchase agreement grants the Company the right to acquire the remaining 50% ownership of Truitt in the future under certain conditions.  Truitt is known for its industry innovation related to packing shelf stable foods in trays, pouches and bowls. Truitt has two state-of-the-art plants located in Oregon and Kentucky.

Results of Operations:

Sales:

Second fiscal quarter 2015 results include net sales of $312,161,000, which represents a 7.3% decrease, or $24,467,000, from the second quarter of fiscal 2014.  The decrease in sales is attributable to a sales volume decrease of $36,038,000, partially offset by higher selling prices/sales mix of $11,571,000. The decrease in sales is primarily from a $15,561,000 decrease in GMOL sales, a $9,048,000 decrease in Canned Fruit sales, and a $1,693,000 decrease in Frozen sales, partially offset by a $827,000 increase in Canned Vegetable sales and a $174,000 increase in Snack sales.  The GMOL sales decrease primarily reflects the acceleration of sales under the Green Giant Alliance in the prior year resulting from earlier maturities of certain commodities while the comparable Green Giant Alliance sales occurred in the third quarter of the current fiscal year.

Six months ended September 27, 2014 include net sales of $552,204,000, which represents a 2.9% decrease, or $16,551,000, from the first six months of fiscal 2014.  The decrease in sales is attributable to a sales volume decrease of $38,177,000, partially offset by higher selling prices/sales mix of $21,626,000. The decrease in sales is primarily from a $19,684,000 decrease in GMOL sales, a $10,823,000 decrease in Canned Fruit sales, and a $2,003,000 decrease in Frozen sales, partially offset by a $12,383,000 increase in Canned Vegetable sales and a $549,000 increase in Snack sales.

10

ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

September 27, 2014

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

	Three Months Ended				Six Months Ended
	September 27,		September 28,		September 27,		September 28,
	2014		2013		2014		2013
Canned Vegetables	$	176.6	$	175.7	$	330.7	$	318.3
GMOL*		49.6		65.2		54.7		74.4
Frozen		23.0		24.7		47.3		49.3
Fruit Products		53.5		62.5		100.6		111.4
Snack		3.5		3.3		6.3		5.8
Other		6.0		5.2		12.6		9.6
	$	312.2	$	336.6	$	552.2	$	568.8
*GMOL includes frozen vegetable sales exclusively for GMOL.

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

	Three Months Ended						Six Months Ended
	September 27,			September 28,			September 27,			September 28,
	2014			2013			2014			2013
Gross Margin		5.4	%		6.6	%		6.1	%		7.4	%
Selling		2.7	%		2.6	%		3.0	%		3.0	%
Administrative		2.5	%		2.1	%		2.8	%		2.6	%
Plant Restructuring		-	%		0.1	%		-	%		0.1	%
Other Operating Income		-	%		(0.2	)%		-	%		(0.1	)%
Operating Income		0.2	%		2.0	%		0.3	%		1.8	%
Interest Expense, Net		0.5	%		0.5	%		0.5	%		0.6	%

For the three month period ended September 27, 2014, the gross margin decreased from the prior year quarter from 6.6% to 5.4% due primarily to lower net selling prices (after considering promotions) compared to prior year partially offset by a lower LIFO charge in the current year as compared to the prior year. The LIFO charge for the second quarter ended September 27, 2014 was $5,919,000 as compared to a charge of $8,637,000 for the second quarter ended September 28, 2013 and reflects the impact on the quarter of lower cost increases expected in fiscal 2015, compared to fiscal 2014.  On an after-tax basis, LIFO net earnings decreased by $3,847,000 for the quarter ended September 27, 2014 and decreased LIFO net earnings by $5,614,000 for the quarter ended September 28, 2013, based on the statutory federal income tax rate.

For the six month period ended September 27, 2014, the gross margin decreased from the prior year period from 7.4% to 6.1% due primarily to lower net selling prices (after considering promotions) compared to the prior year partially offset by a lower LIFO charge in the current year as compared the prior year.  The LIFO charge for the six months ended September 27, 2014 was $5,570,000 as compared to a charge of $14,435,000 for the six months ended September 28, 2013 and reflects the impact on the six months of lower cost increases expected in fiscal 2015, compared to fiscal 2014.  On an after-tax basis, LIFO decreased net earnings by $3,621,000 for the six months ended September 27, 2014 and decreased net earnings by $9,383,000 for the six months ended September 28, 2013, based on the statutory federal income tax rate.

For the three month period ended September 27, 2014, selling costs as a percentage of sales increased from 2.6% to 2.7% for the same period in the prior year.  For the six month period ended September 28, 2013, selling costs as a percentage of sales were unchanged at 3.0%. The three month increase is primarily a result of the Green Giant Alliance sales decrease, which don't incur selling costs.

11

ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

September 27, 2014

For the three month period ended September 27, 2014, administrative expense as a percentage of sales increased from 2.1% to 2.5% due primarily to higher software costs in the current year than the prior year and sales decreasing at a higher rate than these expenses in the current period.  For the six month period ended September 27, 2014, administrative expense as a percentage of sales increased from 2.6% to 2.8% due primarily to sales decreasing at a higher rate than these expenses in the current period.

During the six months ended September 27, 2014, the Company sold some unused fixed assets which resulted in a gain of $56,000.  During the six months ended September 28, 2013, the Company sold some unused fixed assets which resulted in a gain of $869,000. In addition, during the six month period ended September 27, 2014, there was a $250,000 charge related to an environmental remediation.  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 27, 2014, as a percentage of sales, remained the same at 0.5% compared to second quarter ended September 28, 2013.  For the six month period ended September 27, 2014, interest expense as a percentage of sales decreased from 0.6% to 0.5% compared to six months ended September 28, 2013 .The decrease for the six months was due to decreased long-term debt interest attributable to scheduled debt payments.

Income Taxes:

The effective tax rate was (32.8)% and (10.5)% for the six month periods ended September 27, 2014 and September 28, 2013, respectively.  Due to the year to date pre-tax loss, the 22.3 percentage point decrease in the effective tax rate represents an increase in tax expense as a percentage of book income when compared to the same quarter last year.  The major contributor to this increase is the re-establishment of the valuation allowance related to the New York State Investment Tax Credit which created a $384,000 charge (74.4 percentage points).  The valuation allowance was re-established due to a change in the law. This is a discrete item and therefore was required to be booked in the quarter ended June 28, 2014.  This difference was partially offset by the impact of 1) the expiration of the research and experimentation credit, work opportunity tax credit, fuel tax credit, California enterprise zone credit, and the California hiring credit (36.8 percentage points) and 2) an $81,000 credit (15.7 percentage points) related to interest received on tax refunds recorded during the quarters ended June 28, 2014 and September 27, 2014.

Earnings per Share:

Basic (loss) earnings per share were $(0.05) and $0.59 for the three months ended September 27, 2014 and September 28, 2013, respectively.  Diluted (loss) earnings per share were $(0.05) and $0.59 for the three months ended September 27, 2014 and September 28, 2013, respectively. Basic (loss) earnings per share were $(0.06) and $0.71 for the six months ended September 27, 2014 and September 28, 2013, respectively.  Diluted (loss) earnings per share were $(0.06) and $0.71 for the six months ended September 27, 2014 and September 28, 2013, respectively. For details of the calculation of these amounts, refer to footnote 9 of the Notes to Condensed Consolidated Financial Statements.

Liquidity and Capital Resources:

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

12

ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

September 27, 2014

	September 27,		September 28,		March 31,		March 31,
	2014		2013		2014		2013
Working capital:
Balance	$	549,750	$	551,349	$	452,771	$	446,899
Change during quarter		119,275		138,202
Long-term debt, less current portion		342,154		322,959		216,239		230,016
Total stockholders' equity per equivalent
common share (see Note)		35.08		33.55		35.25		32.83
Stockholders' equity per common share		35.56		34.36		36.12		33.62
Current ratio		2.78		2.50		4.45		3.80

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 8 of the Notes to Consolidated Financial Statements of the Company's 2014 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 $76,667,000 in the first six months of fiscal 2015, compared to $48,354,000 in the first six months of fiscal 2014. The $28,313,000 increase in cash used is primarily attributable to a $57,297,000 increase in cash used for accounts payable, accrued expenses and other liabilities and decreased net earnings of $8,635,000 as previously discussed, partially offset by a $23,079,000 decrease in cash used by other current assets, a $280,277,000 increase in inventory in the first six months of fiscal 2015 as compared to $279,084,000 increase in inventory in the first six months of fiscal 2014, a $9,139,000 decrease in cash used by accounts receivable and a $6,819,000 decrease in cash used by income taxes.

As compared to September 28, 2013, inventory decreased $27,127,000 to $731,527,000 at September 27, 2014.  The components of the inventory decrease reflect a $63,217,000 decrease in finished goods, a $9,908,000 increase in work in process and a $26,182,000 increase in raw materials and supplies. The finished goods decrease reflects lower inventory quantities due to the magnitude and timing of the fiscal year 2015 pack versus fiscal year 2014 pack and decreased sales volume as compared to the prior year.  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 $158,955,000 as of the end of the second quarter of 2015 as compared to $147,449,000 as of the end of the second quarter of 2014.

Cash used in investing activities was $32,703,000 in the first six months of fiscal 2015 compared to cash used in investing activities of $7,442,000 in the first six months of fiscal 2014. Additions to property, plant and equipment were $16,665,000 in the first six months of fiscal 2015 as compared to $8,412,000 in first six months of fiscal 2014.  In April 2014, the Company purchased a 50% equity interest in Truitt Bros. Inc. for $16,308,000.

Cash provided by financing activities was $109,568,000 in the first six months of fiscal 2015, which included borrowings of $199,232,000 and the repayment of $73,145,000 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 new long-term debt during the first six months of fiscal 2015.  During the six months ended September 27, 2014, the Company repurchased $9,201,000 of its Class A Common Stock as treasury stock. In addition, the Company paid down Notes Payable of $7,375,000 during the six month period ended September 27, 2014 related to some interim notes which became operating leases.

Available borrowings on the Revolver total $300,000,000 from April through July and $400,000,000 from August through March with a maturity date of July 20, 2016.    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 27, 2014, the interest rate was approximately 1.45% on a balance of $302,220,000.  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.

13

ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

September 27, 2014

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 27, 2014, the Company was in compliance with all such financial covenants.

New Accounting Standards

Refer to footnote 8 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 GMOL at the end of each pack cycle, which typically occurs during these quarters.  GMOL 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:

 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.

14

ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

September 27, 2014

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 six months ended September 27, 2014, the Company sold $36,766,000 of Green Giant finished goods inventory to General Mills Operations, LLC ("GMOL") for cash, on a bill and hold basis, as compared to $52,199,000 for the six months ended September 28, 2013.  Under the terms of the bill and hold agreement, title to the specified inventory transferred to GMOL.  The Company believes it has met the criteria required for bill and hold treatment.

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 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.

15

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.  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, 2014.

16

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 27, 2014, 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.

17

PART II OTHER INFORMATION

Item 1.Legal Proceedings

Refer to footnote 11 to the Condensed Consolidated Financial Statements included in Part I Item 1 of this Form 10-Q.

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, 2014.

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

In May 2014, Board of Directors approved an expanded share repurchase program that authorized the Company to buy up to a total of 1,000,000 common shares (less the 153,879 shares repurchased under the Company's prior share repurchase authorization), whether Class A or Class B shares, in open market or privately negotiated transactions at the discretion of management.

	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
7/01/2014 –
7/31/2014		-			-		$	-	$	-		-
8/01/2014 –
8/31/2014		20,800	(1)		-		$	29.83	$	-		6,000
9/01/2014 –					-				$	-
9/30/2014		47,400					$	30.05				47,400
Total		68,200			-		$	29.98	$	-		53,400	584,814

(1)  Of these shares, 14,800 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 quarter and six months ended September 27, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) consolidated balance sheets, (ii) consolidated statements of net earnings, (iii) condensed consolidated statements of comprehensive income, (iv) consolidated statements of cash flows, (v) consolidated statement of stockholders' equity and (vi) the notes to the consolidated financial statements.**

**  Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

18

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

October 23, 2014

                               Kraig H. Kayser

President and

Chief Executive Officer

/s/Timothy J. BenjaminOctober 23, 2014

Timothy J. BenjaminChief Financial Officer

19

EX-31.1

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

5. 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. KayserDated: October 23, 2014Kraig H. KayserPresident and Chief ExecutiveOfficer

EX-31.2

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;

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

5. 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/Timothy J. BenjaminDated: October 23, 2014Timothy J. BenjaminChief Financial Officer

EX-32

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 27, 2014 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. KayserChief Executive Officer

October 23, 2014

/s/ Timothy J. Benjamin

Timothy J. BenjaminChief Financial Officer

October 23, 2014

26

XML

Interim Lease Funding (detail) (USD $)	Sep. 27, 2014	Mar. 31, 2014	Sep. 28, 2013
Operating Leases Income Statement [Abstract]
Notes Payable	$ 4,880,000	$ 12,255,000	$ 4,392,000

XML

Restructuring (table) (detail) (USD $)	3 Months Ended		6 Months Ended
	Sep. 27, 2014	Sep. 28, 2013	Sep. 27, 2014	Sep. 28, 2013
Restructuring Cost and Reserve [Line Items]
Plant Restructuring	$ 0	$ 347,000	$ 0	$ 501,000

XML

Basis of Presentation (detail) (USD $)	3 Months Ended		6 Months Ended
	Sep. 27, 2014	Sep. 28, 2013	Sep. 27, 2014	Sep. 28, 2013
Sales Revenue [Line Items]
Net Sales	$ 312,161,000	$ 336,628,000	$ 552,204,000	$ 568,755,000
General Mills Operations Llc [Member]
Sales Revenue [Line Items]
Net Sales			$ 36,766,000	$ 52,199,000

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Fair Value Measurements (detail) (USD $)	Sep. 27, 2014	Mar. 31, 2014
Fair Value Disclosures [Abstract]
Long-term Debt, Gross	$ 344,603,000	$ 218,516,000
Long-term Debt, Fair Value	$ 345,651,000	$ 219,981,000

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Acquisition

6 Months Ended

Sep. 27, 2014

Business Acquisition, Cost of Acquired Entity, Purchase Price [Abstract]

Business Combination Disclosure Text Block

2. In April 2014, the Company purchased a 50% equity interest in Truitt Bros. Inc. ("Truitt") for $16,308,000. The purchase agreement grants the Company the right to acquire the remaining 50% ownership of Truitt in the future under certain conditions. Truitt is known for its industry innovation related to packing shelf stable foods in trays, pouches and bowls. Truitt has two state-of-the-art plants located in Oregon and Kentucky. This investment is included in Other Assets in the Condensed Consolidated Balance Sheets. This is a level 3 investment and is accounted for using the equity method of accounting.

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Debt Intruments (table) (detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Sep. 27, 2014	Sep. 28, 2013	Sep. 27, 2014	Sep. 28, 2013
Debt Instruments [Abstract]
Line of Credit Facility, Amount Outstanding	$ 302,220	$ 282,000	$ 302,220	$ 282,000
Debt, Weighted Average Interest Rate	1.45%	1.68%	1.45%	1.68%
Line of Credit Facility, Maximum Amount Outstanding During Period	302,220	292,578	302,220	292,578
Line of Credit Facility, Average Outstanding Amount	$ 239,585	$ 227,234	$ 205,880	$ 192,360
Debt Instrument, Interest Rate During Period	1.42%	1.70%	1.49%	1.71%

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Debt Intruments (narrative) (detail) (USD $)	Sep. 27, 2014	Apr. 01, 2014	Sep. 28, 2013
Debt Instruments [Abstract]
Line of Credit Facility, Amount Outstanding	$ 302,220,000		$ 282,000,000
Line of Credit Facility [Line Items]
Equity Method Investments		16,308,000
Production Period [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Current Borrowing Capacity	400,000,000
Nonproduction Period [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Current Borrowing Capacity	$ 300,000,000

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Stockholders Equity (detail) (USD $)				6 Months Ended	3 Months Ended		6 Months Ended
	Sep. 27, 2014	Mar. 31, 2014	Sep. 28, 2013	Sep. 27, 2014 Participating Preferred Stock Converted To Class Aa [Member]	Jun. 28, 2014 Class B Common Stock Converted To Class Aa Common [Member]	Sep. 27, 2014 Treasury Stock [Member]	Sep. 27, 2014 Common Stock [Member]
Stock Issued For Bonus Program Value					$ 56,000
Stock Issued For Bonus Program Shares					1,720
Treasury Stock, Value, Acquired, Cost Method							9,201,000
Stock Repurchased During Period, Shares							292,395
Treasury Stock, at cost	39,095,000	29,894,000	31,764,000			39,095,000
Shares, Issued						1,307,439
Conversion of Stock, Shares Converted				207,365
Conversion of Stock, Amount Converted				$ 3,213,000

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Pension (detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Sep. 27, 2014	Sep. 28, 2013	Sep. 27, 2014	Sep. 28, 2013
General Discussion Of Pension And Other Postretirement Benefits [Abstract]
Defined Benefit Plan, Service Cost	$ 1,868	$ 1,863	$ 3,736	$ 3,726
Defined Benefit Plan, Interest Cost	2,032	1,890	4,064	3,780
Defined Benefit Plan, Expected Return on Plan Assets	(2,740)	(2,373)	(5,480)	(4,745)
Defined Benefit Plan, Actuarial Net (Gains) Losses	31	584	61	1,167
Defined Benefit Plan, Net Periodic Benefit Cost	$ 1,191	$ 1,964	$ 2,381	$ 3,928

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Basis Of Presentation Policies

6 Months Ended

Sep. 27, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis Of Presentation

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 27, 2014 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, 2014 balance sheet was derived from the audited consolidated financial statements.

The results of operations for the three and sixmonth periods ended September 27, 2014 are not necessarily indicative of the results to be expected for the full year.

Duringsix months endedSeptember 27, 2014, the Company sold $36,766,000 of Green Giant finished goods inventory to General Mills Operations, LLC (“GMOL”) for cash, on a bill and hold basis, as compared to $52,199,000 for the six months endedSeptember 28, 2013. Under the terms of the bill and hold agreement, title to the specified inventory transferred to GMOL. 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 2014 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 2014 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.

Subsequent Event—After the September 27, 2014 quarter end closing, the Company announced the closing of a plant in the Midwest. This plant closing will have no material impact on the financial position or results of operations of the Company.

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

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Restructuring (narrative) (detail) (USD $)	3 Months Ended		6 Months Ended
	Sep. 27, 2014	Sep. 28, 2013	Sep. 27, 2014	Sep. 28, 2013
Restructuring Charges [Abstract]
Plant Restructuring	$ 0	$ 347,000	$ 0	$ 501,000

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)	Sep. 27, 2014	Mar. 31, 2014	Sep. 28, 2013
Current Assets:
Cash and Cash Equivalents	$ 14,037,000	$ 13,839,000	$ 17,139,000
Accounts Receivable, Net	80,981,000	76,964,000	96,089,000
Inventories:
Finished Goods	591,841,000	304,955,000	655,058,000
Work in Process	18,358,000	12,353,000	8,450,000
Raw Materials and Supplies	121,328,000	133,942,000	95,146,000
Total Inventories	731,527,000	451,250,000	758,654,000
Deferred Income Tax Asset, Net	8,314,000	8,412,000	10,946,000
Refundable Income Taxes	1,439,000
Other Current Assets	21,614,000	33,594,000	36,398,000
Assets Current	857,912,000	584,059,000	919,226,000
Deferred Tax Assets, Net, Noncurrent	0	0	5,205,000
Property, Plant and Equipment, Net	189,397,000	183,917,000	184,882,000
Other Assets	17,380,000	877,000	1,010,000
Total Assets	1,064,689,000	768,853,000	1,110,323,000
Current Liabilities:
Notes Payable	4,880,000	12,255,000	4,392,000
Accounts Payable	243,624,000	71,219,000	298,517,000
Accrued Vacation	11,206,000	10,997,000	11,057,000
Accrued Payroll	10,917,000	7,516,000	13,481,000
Other Accrued Expenses	35,086,000	26,111,000	37,861,000
Income Taxes Payable	0	913,000	468,000
Current Portion of Long-Term Debt	2,449,000	2,277,000	2,101,000
Liabilities Current	308,162,000	131,288,000	367,877,000
Long-Term Debt, Less Current Portion	342,154,000	216,239,000	322,959,000
Deferred Income Taxes, Net	1,126,000	339,000
Other Long-Term Liabilities	29,406,000	27,355,000	44,889,000
Total Liabilities	680,848,000	375,221,000	735,725,000
Commitments
Stockholders' Equity:
Preferred Stock	2,119,000	5,332,000	5,410,000
Common Stock $.25 Par Value Per Share	3,010,000	2,958,000	2,955,000
Additional Paid-in Capital	96,528,000	93,260,000	93,135,000
Treasury Stock, at cost	(39,095,000)	(29,894,000)	(31,764,000)
Accumulated Other Comprehensive Loss	(11,252,000)	(11,252,000)	(22,548,000)
Retained Earnings	332,531,000	333,228,000	327,410,000
Total Stockholders' Equity	383,841,000	393,632,000	374,598,000
Total Liabilities and Stockholders Equity	$ 1,064,689,000	$ 768,853,000	$ 1,110,323,000

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	6 Months Ended
	Sep. 27, 2014	Sep. 28, 2013
Cash Flows from Operating Activities:
Net Earnings (Loss)	$ (685,000)	$ 7,950,000
Adjustments to Reconcile Net (Loss) Earnings to Net Cash Used in Operations:
Depreciation & Amortization	11,142,000	11,679,000
Gain on the Sale of Assets	(56,000)	(869,000)
Deferred Income Tax Expense (Benefit)	885,000	(4,654,000)
Impairment Provision	0	501,000
Changes in Operating Assets and Liabilities (Net of Acquisition):
Accounts Receivable	(4,017,000)	(13,156,000)
Inventories	(280,277,000)	(279,084,000)
Other Current Assets	11,980,000	(11,099,000)
Income Taxes	(2,352,000)	(3,632,000)
Accounts Payable, Accrued Expenses and Other Liabilities	186,713,000	244,010,000
Net Cash Used in Operations	(76,667,000)	(48,354,000)
Cash Flows from Investing Activities:
Payment of Loan Receivable	(16,308,000)	0
Additions to Property, Plant and Equipment	(16,665,000)	(8,412,000)
Proceeds from the Sale of Assets	270,000	970,000
Net Cash Used in Investing Activities	(32,703,000)	(7,442,000)
Cash Flow from Financing Activities:
Long-Term Borrowing	199,232,000	261,823,000
Payments on Long-Term Debt	(73,145,000)	(206,949,000)
Borrowings on Notes Payable	(7,375,000)	4,392,000
Other	69,000	137,000
Purchase of Treasury Stock	(9,201,000)	(560,000)
Dividends	(12,000)	(12,000)
Net Cash Provided by Financing Activities	109,568,000	58,831,000
Net Increase in Cash and Cash Equivalents	198,000	3,035,000
Cash and Cash Equivalents, Beginning of the Period	13,839,000	14,104,000
Cash and Cash Equivalents, End of the Period	$ 14,037,000	$ 17,139,000

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Earning Per Share-Basic (detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Sep. 27, 2014	Sep. 28, 2013	Sep. 27, 2014	Sep. 28, 2013
Basic
Net Earnings (Loss)	$ (578)	$ 6,603	$ (685)	$ 7,950
Deduct preferred stock dividends	6	6	12	12
Undistributed Earnings, Basic	(584)	6,597	(697)	7,938
Undistributed Earnings Allocated to Participating Securities	(8)	210	(13)	253
Earnings (Loss) Attributable to Common Stock	$ (576)	$ 6,387	$ (684)	$ 7,685
Weighted Average Number of Shares Outstanding, Basic	10,774	10,748	10,787	10,750
Basic earnings (loss) per common share	$ (0.05)	$ 0.59	$ (0.06)	$ 0.71

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Debt Instruments (table)

6 Months Ended

Sep. 27, 2014

Line of Credit Facility [Abstract]

Schedule of Line of Credit Facilities [Table Text Block]

		Second Quarter						Year-to-Date
	2015			2014			2015			2014
		(In thousands)						(In thousands)
Reported end of period:
Outstanding borrowings	$	302,220		$	282,000		$	302,220		$	282,000
Weighted average interest rate		1.45	%		1.68	%		1.45	%		1.68	%
Reported during the period:
Maximum amount of borrowings	$	302,220		$	292,578		$	302,220		$	292,578
Average outstanding borrowings		239,585			227,234			205,880			192,360
Weighted average interest rate		1.42	%		1.70	%		1.49	%		1.71	%

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Earning Per Share-Diluted (detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Sep. 27, 2014	Sep. 28, 2013	Sep. 27, 2014	Sep. 28, 2013
Diluted
Earnings (Loss) Attributable to Common Stock	$ (576)	$ 6,387	$ (684)	$ 7,685
Dividends Convertible Preferred Stock Cash	5	5	10	10
Net Income (Loss) Available to Common Stockholders, Diluted	$ (571)	$ 6,392	$ (674)	$ 7,695
Weighted Average Number of Shares Outstanding, Basic	10,774	10,748	10,787	10,750
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized	4	4	4	4
Incremental Common Shares Attributable to Conversion of Preferred Stock	67	67	67	67
Weighted Average Number of Shares Outstanding, Diluted	10,845	10,819	10,858	10,821
Diluted Earnings (Loss) per Common Share	$ (0.05)	$ 0.59	$ (0.06)	$ 0.71

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Earnings Per Share (table)

6 Months Ended

Sep. 27, 2014

Earnings Per Share [Abstract]

Schedule Of Earnings Per Share Basic And Diluted By Common Class [Text Block]

		Q U A R T E R				YEAR TO DATE
	Fiscal		Fiscal		Fiscal		Fiscal
	2015		2014		2015		2014
	(In thousands, except per share amounts)
Basic
Net (loss) earnings	$	(578)	$	6,603	$	(685)	$	7,950
Deduct preferred stock dividends paid		6		6		12		12
Undistributed (loss) earnings		(584)		6,597		(697)		7,938
(Loss) earnings attributable to participating preferred		(8)		210		(13)		253
(Loss) earnings attributable to common shareholders	$	(576)	$	6,387	$	(684)	$	7,685
Weighted average common shares outstanding		10,774		10,748		10,787		10,750
Basic (loss) earnings per common share	$	(0.05)	$	0.59	$	(0.06)	$	0.71
Diluted
(Loss) earnings attributable to common shareholders	$	(576)	$	6,387	$	(684)	$	7,685
Add dividends on convertible preferred stock		5		5		10		10
(Loss) Earnings attributable to common stock on a diluted basis	$	(571)	$	6,392	$	(674)	$	7,695
Weighted average common shares outstanding-basic		10,774		10,748		10,787		10,750
Additional shares issuable related to the
equity compensation plan		4		4		4		4
Additional shares to be issued under full
conversion of preferred stock		67		67		67		67
Total shares for diluted		10,845		10,819		10,858		10,821
Diluted (loss) earnings per common share	$	(0.05)	$	0.59	$	(0.06)	$	0.71

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CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (USD $)	Total	Preferred Stock [Member]	Common Stock [Member]	Additional Paid In Capital [Member]	Treasury Stock [Member]	Accumulated Other Comprehensive Income [Member]	Retained Earnings [Member]
Balance at Mar. 31, 2014	$ 393,632,000	$ 5,332,000	$ 2,958,000	$ 93,260,000	$ (29,894,000)	$ (11,252,000)	$ 333,228,000
Net Earnings (Loss)	(685,000)						(685,000)
Cash dividends paid on preferred stock							(12,000)
Equity incentive program				50,000
Stock issued for bonus program			1,000	56,000
Treasury stock purchased					9,201,000
Stock conversion		(3,213,000)	51,000	3,162,000
Balance at Sep. 27, 2014	$ 383,841,000	$ 2,119,000	$ 3,010,000	$ 96,528,000	$ (39,095,000)	$ (11,252,000)	$ 332,531,000

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) (USD $)	Sep. 27, 2014
Statement Of Financial Position [Abstract]
Common Stock Par Or Stated Value Per Share	$ 0.25

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Fair Value Measurements

6 Months Ended

Sep. 27, 2014

Fair Value Measurements [Abstract]

Fair Value Disclosures Text Block

10.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’sfinancial 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 $344,603,000 and an estimated fair value of $345,651,000 as of September 27, 2014. As of March 31, 2014, the carrying amount was $218,516,000and the estimated fair value was $219,981,000.The fair values of all the other financial instruments approximate their carrying value due to their short-term nature.

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Document and Entity Information	6 Months Ended
	Sep. 27, 2014	Oct. 17, 2014 Common Class A Member	Oct. 17, 2014 Common Class B Member
Document And Entity Information [Abstract]
Document Type	10-Q
Document period end date	Sep. 27, 2014
Amendment flag	false
Document Period Focus	Q2
Document Fiscal Year Focus	2015
Current fiscal year end date	--03-31
Entity central index key	0000088948
Entity current reporting status	Yes
Entity filer category	Accelerated Filer
Entity registrant name	SENECA FOODS CORP /NY/
Entity voluntary filers	No
Entity well known seasoned issuer	No
Class Of Stock [Line Items]
Entity common stock shares outstanding		8,717,440	2,015,673

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Legal Proceedings

6 Months Ended

Sep. 27, 2014

Legal Proceedings [Abstract]

Commitments And Contingencies Disclosure Text Block

11.In June 2010, the Company received a Notice of Violation of the California Safe Drinking Water and Toxic Enforcement Act of 1986, commonly known as Proposition 65, from the Environmental Law Foundation ("ELF").  This notice was made to the California Attorney General and various other government officials, and to 49 companies including Seneca Foods Corporation whom ELF alleges manufactured, distributed or sold packaged peaches, pears, fruit cocktail and fruit juice that contain lead without providing a clear and reasonable warning to consumers.  Under California law, proper notice must be made to the State and involved firms at least 60 days before any suit under Proposition 65 may be filed by private litigants like ELF.  That 60-day period has expired and to date neither the California Attorney General nor any appropriate district attorney or city attorney has initiated an action against the Company.  However, private litigant ELF filed an action against the Company and 27 other named companies on September 28, 2011, in Superior Court of Alameda County, California, alleging violations of Proposition 65 and seeking various measures of relief, including injunctive and declaratory relief and civil penalties.  The Company, along with the other named companies, vigorously defended the claim.  A responsive answer was filed, the discovery process was completed and a trial on liability was held beginning in April of 2013 in accordance with court schedules.  The trial was completed on May 16, 2013 and, on July 15, 2013 the judge issued a tentative and proposed statement of decision agreeing with the Company, and the other defendants, that the “safe harbor” defense had been met under the regulations relating to Proposition 65 and the Company will not be required to place a Proposition 65 warning label on the products at issue in the case.  The trial decision was finalized and the decision was appealed by ELF with a filing dated October 3, 2013.  The appeal is progressing in accordance with the schedule set by the California Court of Appeal, First Appellate District, Division One. The Company is unable to determine the scope or the likelihood of success of the appeal. The Company, along with other defendants are planning on vigorously defending the appeal filed by ELF.  With the successful defense of the case, the remedies portion of the case was not litigated.  So far, our portion of legal fees in defense of this action have been sizable, as would be expected with litigation resulting in trial, and the appeal, but have not had a material adverse impact on the Company’s financial position, results of operations, or cash flows. Additionally, in the ordinary course of its business, the Company is made party to certain legal proceedings seeking monetary damages, including proceedings invoking product liability claims, either directly or through indemnification obligations, and we are not able to predict the probability of the outcome or estimate of loss, if any, related to any such matter.

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CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (USD $)	3 Months Ended		6 Months Ended
	Sep. 27, 2014	Sep. 28, 2013	Sep. 27, 2014	Sep. 28, 2013
Income Statement [Abstract]
Net Sales	$ 312,161,000	$ 336,628,000	$ 552,204,000	$ 568,755,000
Costs and Expenses:
Cost of Product Sold	295,357,000	314,249,000	518,404,000	526,696,000
Selling and Administrative	16,203,000	15,856,000	31,922,000	31,775,000
Plant Restructuring	0	347,000	0	501,000
Other Operating Income	(85,000)	(607,000)	194,000	(788,000)
Total Costs and Expenses	311,475,000	329,845,000	550,520,000	558,184,000
Operating Income (Loss)	686,000	6,783,000	1,684,000	10,571,000
Interest Expense, Net	1,417,000	1,548,000	2,486,000	3,375,000
Earnings From Equity Investment	(80,000)		286,000
Earnings (Loss) Before Income Taxes	(811,000)	5,235,000	(516,000)	7,196,000
Income Taxes Expense (Benefit)	(233,000)	(1,368,000)	169,000	(754,000)
Net Earnings (Loss)	(578,000)	6,603,000	(685,000)	7,950,000
Earnings (Loss) Attributable to Common Stock	$ (576,000)	$ 6,387,000	$ (684,000)	$ 7,685,000
Basic Earnings (Loss) per Common Share	$ (0.05)	$ 0.59	$ (0.06)	$ 0.71
Diluted Earnings (Loss) per Common Share	$ (0.05)	$ 0.59	$ (0.06)	$ 0.71

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Stockholders Equity Note

6 Months Ended

Sep. 27, 2014

Stockholders Equity Note [Abstract]

Stockholders Equity Note Disclosure Text Block

5. During the six month period ended September 27, 2014, there were 207,365 shares, or $3,213,000, of Participating Preferred Stock (at Stated Value), converted to Class A Common Stock. During the six-month period ended September 27, 2014 the Company repurchased 292,395 shares or $9,201,000of its Class A Common Stock as Treasury Stock. As of September 27, 2014, there are 1,307,439 shares or $39,095,000 of repurchased stock. These shares are not considered outstanding. During the three-month period ended June 28, 2014, there were 1,720 shares, or $56,000of Class B Common Stock issued in lieu of cash compensation under the Company’s Profit Sharing Bonus Plan.

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Debt Instruments

6 Months Ended

Sep. 27, 2014

Debt Instruments [Abstract]

Debt Disclosure Text Block

4. Maximum borrowings under the Revolver total $300,000,000from April through July and $400,000,000 from August through March.   The Revolver balance as of September27, 2014was $302,220,000 and is included in Long-Term Debt in the accompanying Condensed Consolidated Balance Sheet since the Revolver matures on July 20, 2016. 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 increase in average amount of Revolver borrowings during the first six months of fiscal 2015 compared to the first six months of fiscal 2014was attributable to the Truitt investment of $16,308,000 made in the first quarter of fiscal 2015 and reduced operating results.

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 periods of fiscal 2015 and fiscal 2014:

		Second Quarter						Year-to-Date
	2015			2014			2015			2014
		(In thousands)						(In thousands)
Reported end of period:
Outstanding borrowings	$	302,220		$	282,000		$	302,220		$	282,000
Weighted average interest rate		1.45	%		1.68	%		1.45	%		1.68	%
Reported during the period:
Maximum amount of borrowings	$	302,220		$	292,578		$	302,220		$	292,578
Average outstanding borrowings		239,585			227,234			205,880			192,360
Weighted average interest rate		1.42	%		1.70	%		1.49	%		1.71	%

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General Discussion Of Pension And Other Post Retirement Benefits (table)

6 Months Ended

Sep. 27, 2014

Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract]

Schedule of Defined Benefit Plans Disclosures [Table Text Block]

		Three Months Ended				Six Months Ended
		September 27,		September 28,		September 27,		September 28,
		2014		2013		2014		2013
		(In thousands)
Service Cost	$	1,868	$	1,863	$	3,736	$	3,726
Interest Cost		2,032		1,890		4,064		3,780
Expected Return on Plan Assets		(2,740)		(2,373)		(5,480)		(4,745)
Amortization of Actuarial Loss		31		584		61		1,167
Net Periodic Benefit Cost	$	1,191	$	1,964	$	2,381	$	3,928

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Income Tax Disclosure

6 Months Ended

Sep. 27, 2014

Income Tax Disclosure [Abstract]

Income Tax Disclosure Text Block

12.The effective tax rate was (32.8)% and (10.5)% for the six month periods ended September 27, 2014 and September 28, 2013, respectively.  Due to the year to date pre-tax loss, the 22.3 percentage point decrease in the effective tax rate represents an increase in tax expense as a percentage of book income when compared to the same quarter last year.  The major contributor to this increase is the re-establishment of the valuation allowance related to the New York State Investment Tax Credit which created a $384,000 charge (74.4 percentage points).  The valuation allowance was re-established due to a change in the law. This is a discrete item and therefore was required to be booked in the quarter ended June 28, 2014. This difference was partially offset by the impact of 1) the expiration of the research and experimentation credit, work opportunity tax credit, fuel tax credit, California enterprise zone credit, and the California hiring credit (36.8percentage points) and 2)an $81,000 credit (15.7 percentage points) related to interest received on tax refunds recorded during the quarters ended June 28, 2014 and September 27, 2014.

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Recently Issued Accounting Pronoucements

6 Months Ended

Sep. 27, 2014

Accounting Policies [Abstract]

Significant Accounting Policies Text Block

8.In May 2014, the FASB issued 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, 2017 (beginning of fiscal 2018). Early adoption is not 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.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 September 27, 2014.

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General Discussion Of Pension And Other PostretirementBenefits

6 Months Ended

Sep. 27, 2014

General Discussion Of Pension And Other Postretirement Benefits [Abstract]

Pension And Other Postretirement Benefits Disclosure Text Block

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

		Three Months Ended				Six Months Ended
		September 27,		September 28,		September 27,		September 28,
		2014		2013		2014		2013
		(In thousands)
Service Cost	$	1,868	$	1,863	$	3,736	$	3,726
Interest Cost		2,032		1,890		4,064		3,780
Expected Return on Plan Assets		(2,740)		(2,373)		(5,480)		(4,745)
Amortization of Actuarial Loss		31		584		61		1,167
Net Periodic Benefit Cost	$	1,191	$	1,964	$	2,381	$	3,928

No contributions were required or made in the three and six month periods ended September 27, 2014 and September 28, 2013.

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Gains and Losses on the Sale of Property, Plant and Equipment

6 Months Ended

Sep. 27, 2014

Property Plant And Equipment [Abstract]

Property Plant And Equipment Disclosure Text Block

7. During the six months ended September 27, 2014, the Company sold unused fixed assets which resulted in a gain of $56,000as compared to a gain of $869,000 during the six months ended September 28, 2013. In addition, during the six months ended September 27, 2014, there was a $250,000 charge related to an environmental remediation. These items are included in other operating income in the Unaudited Condensed Consolidated Statements of Net Earnings.

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Earnings Per Share

6 Months Ended

Sep. 27, 2014

Earnings Per Share [Abstract]

Earnings Per Share Text Block

9.Earnings (loss) per share for the Quarters Ended September 27, 2014 and September 28, 2013 are as follows:

		Q U A R T E R				YEAR TO DATE
	Fiscal		Fiscal		Fiscal		Fiscal
	2015		2014		2015		2014
	(In thousands, except per share amounts)
Basic
Net (loss) earnings	$	(578)	$	6,603	$	(685)	$	7,950
Deduct preferred stock dividends paid		6		6		12		12
Undistributed (loss) earnings		(584)		6,597		(697)		7,938
(Loss) earnings attributable to participating preferred		(8)		210		(13)		253
(Loss) earnings attributable to common shareholders	$	(576)	$	6,387	$	(684)	$	7,685
Weighted average common shares outstanding		10,774		10,748		10,787		10,750
Basic (loss) earnings per common share	$	(0.05)	$	0.59	$	(0.06)	$	0.71
Diluted
(Loss) earnings attributable to common shareholders	$	(576)	$	6,387	$	(684)	$	7,685
Add dividends on convertible preferred stock		5		5		10		10
(Loss) Earnings attributable to common stock on a diluted basis	$	(571)	$	6,392	$	(674)	$	7,695
Weighted average common shares outstanding-basic		10,774		10,748		10,787		10,750
Additional shares issuable related to the
equity compensation plan		4		4		4		4
Additional shares to be issued under full
conversion of preferred stock		67		67		67		67
Total shares for diluted		10,845		10,819		10,858		10,821
Diluted (loss) earnings per common share	$	(0.05)	$	0.59	$	(0.06)	$	0.71

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Gains and Losses on the Sale of Property, Plant and Equipment (detail) (USD $)	6 Months Ended
	Sep. 27, 2014	Sep. 28, 2013	Jun. 28, 2014
Property Plant And Equipment [Abstract]
Gain (Loss) on Disposition of Assets	$ 56,000	$ 869,000
Accrual For Environmental Loss			$ 250,000

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Accounting policies (policy)

6 Months Ended

Sep. 27, 2014

Accounting Policies [Abstract]

Revenue Recognition, Bill and Hold Arrangements [Policy Text Block]

Duringsix months endedSeptember 27, 2014, the Company sold $36,766,000 of Green Giant finished goods inventory to General Mills Operations, LLC (“GMOL”) for cash, on a bill and hold basis, as compared to $52,199,000 for the six months endedSeptember 28, 2013. Under the terms of the bill and hold agreement, title to the specified inventory transferred to GMOL. The Company believes it has met the criteria required for bill and hold treatment.

Reclassifications [PolicyText Block]

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

Subsequent Events Policy [Policy Text Block]

Subsequent Event—After the September 27, 2014 quarter end closing, the Company announced the closing of a plant in the Midwest. This plant closing will have no material impact on the financial position or results of operations of the Company.

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Aquisition (narrative) (detail) (USD $)	Apr. 01, 2014
Business Acquisition, Cost of Acquired Entity, Purchase Price [Abstract]
Equity Method Investments	$ 16,308,000
Equity Ownership Percentage	50.00%
Equiity Investment Right to Acquire Percentage	50.00%

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CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Sep. 27, 2014	Sep. 28, 2013	Sep. 27, 2014	Sep. 28, 2013
Statement of Income and Comprehensive Income [Abstract]
Net Earnings (Loss)	$ (578)	$ 6,603	$ (685)	$ 7,950
Change in pension and post retirement benefits adjustment (net of tax)		0		0
Other Comprehensive Income (Loss), net of Tax	$ (578)	$ 6,603	$ (685)	$ 7,950

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Inventories

6 Months Ended

Sep. 27, 2014

Inventory Disclosure [Abstract]

Inventory Disclosure [Text Block]

3. First-In, First-Out (“FIFO”) based inventory costs exceeded LIFO based inventory costs by $158,955,000 as of the end of the second quarter of fiscal 2015 as compared to $147,449,000 as of the end of the second quarter of fiscal 2014. The change in the LIFO Reserve for the three months ended September 27, 2014 was a increase of $5,919,000 as compared to an increase of $8,637,000 for the three months ended September 28, 2013. The LIFO Reserve increased by $5,570,000 in the first six months of fiscal 2015 compared to an increase of $14,435,000 in the first six months of fiscal 2014. This reflects the projected impact of an overall lower cost increase expected in fiscal 2015 versus fiscal 2014.

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Inventory (detail) (USD $)	3 Months Ended		6 Months Ended
	Sep. 27, 2014	Sep. 28, 2013	Sep. 27, 2014	Sep. 28, 2013
Inventory Disclosure [Abstract]
Inventory, LIFO Reserve	$ 158,955,000	$ 147,449,000	$ 158,955,000	$ 147,449,000
Inventory, LIFO Reserve, Period Charge	$ 5,919,000	$ 8,637,000	$ 5,570,000	$ 14,435,000

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Income Tax (detail) (USD $)	6 Months Ended
	Sep. 27, 2014	Sep. 28, 2013
Income Tax Disclosure [Abstract]
Effective Income Ta xRate Reconciliation Tax Settlements Other	36.80%
Effective Income Tax Rate Continuing Operations	(32.80%)	(10.50%)
Effective Income Tax Rate Continuing Operations Change	22.00%
Deferred Tax Assets Valuation Allowance	$ 384,000
Effective Income Tax Rate Tax Assets Valuation Allowance	74.40%
Interest From Income Tax Refunds	$ 81,000
Effective Income Tax Rate Interest	15.70%

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Interim Lease Funding

6 Months Ended

Sep. 27, 2014

Operating Leases Income Statement [Abstract]

Operating Leases Of Lessor Disclosure Text Block

13.During the second and fourth quarters of fiscal 2014, the Company entered into some interim lease notes which financed down payments for various equipment orders at market rates. As of September 27, 2014, some of these interim notes had not been converted into operating leases since the equipment was not placed in service. These notes, which total $4,880,000 and $4,392,000 as of September 27, 2014 and September 28, 2013, respectively, are included in Notes Payable in the accompanying Condensed Consolidated Balance Sheets. These notes are expected to be converted into operating leases within the next twelve months.