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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000088948-01-500015.txt : 20010814
<SEC-HEADER>0000088948-01-500015.hdr.sgml : 20010814
ACCESSION NUMBER:		0000088948-01-500015
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20010630
FILED AS OF DATE:		20010813

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SENECA FOODS CORP /NY/
		CENTRAL INDEX KEY:			0000088948
		STANDARD INDUSTRIAL CLASSIFICATION:	CANNED, FRUITS, VEG & PRESERVES, JAMS & JELLIES [2033]
		IRS NUMBER:				160733425
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-01989
		FILM NUMBER:		1705396

	BUSINESS ADDRESS:	
		STREET 1:		1162 PITTSFORD VICTOR RD
		CITY:			PITTSFORD
		STATE:			NY
		ZIP:			14534
		BUSINESS PHONE:		7163834608

	MAIL ADDRESS:	
		STREET 1:		1162 PITTSFORD-VICTOR RD
		CITY:			PITTSFORD
		STATE:			NY
		ZIP:			14534

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PIERCE S S COMPANY INC
		DATE OF NAME CHANGE:	19861210

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SENECA FOODS CORP
		DATE OF NAME CHANGE:	19780425

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SENECA GRAPE JUICE CORP
		DATE OF NAME CHANGE:	19710419
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>a10q601.txt
<DESCRIPTION>QUARTER ENDED JUNE 30, 2001 10-Q
<TEXT>
                                    Form 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549


                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934



        For the Quarter Ended June 30, 2001 Commission File Number 0-1989
                              -------------                        ------

                            Seneca Foods Corporation
                            -------------------------
               (Exact name of Company as specified in its charter)

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

        1162 Pittsford-Victor Road, Pittsford, New York     14534
        -----------------------------------------------     -----
           (Address of principal executive offices)       (Zip Code)


Company's telephone number, including area code          716/385-9500
                                                         ------------


                                 Not Applicable
               Former name, former address and former fiscal year,
                          if changed since last report

Check mark indicates  whether  Company (1) has filed all reports  required to be
filed by Section 13 or 15(d) of the  Securities 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   X    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 July 31, 2001

  Common Stock Class A, $.25 Par                        3,818,967
  Common Stock Class B, $.25 Par                        2,764,957


<PAGE>
<TABLE>


                          PART I FINANCIAL INFORMATION
                    SENECA FOODS CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                            (In Thousands of Dollars)
<CAPTION>

                                                                                                    6/30/01         3/31/01
                                                                                                    -------         -------
<S>                                                                                          <C>               <C>

ASSETS

Current Assets:
    Cash and Short-term Investments                                                          $         2,063   $         5,391
    Accounts Receivable, Net                                                                          29,171            31,510
    Inventories:
        Finished Goods                                                                               144,581           178,415
        Work in Process                                                                               14,090            13,297
        Raw Materials                                                                                 51,785            37,458
                                                                                                     -------           -------
                                                                                                     210,456           229,170
    Off-Season Reserve (Note 3)                                                                       35,865                 -
    Deferred Tax Asset (Net)                                                                           5,603             5,602
    Refundable Income Taxes                                                                              258                 -
    Other Current Assets                                                                               1,444             1,308
                                                                                              --------------   ---------------
        Total Current Assets                                                                         284,860           272,981
Property, Plant and Equipment, Net                                                                   165,656           167,450
Other Assets                                                                                           5,323             3,802
                                                                                              --------------   ---------------
                                                                                              $      455,839   $       444,233
                                                                                              ==============   ===============
             LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Notes Payable                                                                              $        38,045   $        24,500
    Accounts Payable                                                                                  41,444            39,726
    Accrued Expenses                                                                                  21,174            26,423
    Income Taxes                                                                                           -               343
    Current Portion of Long-Term Debt and Capital
        Lease Obligations                                                                             19,253            18,622
                                                                                             ---------------   ---------------
        Total Current Liabilities                                                                    119,916           109,614
Long-Term Debt                                                                                       167,400           164,251
Capital Lease Obligations                                                                              7,095             7,095
Deferred Income Taxes                                                                                  6,378             7,132
Other Long-Term Liabilities                                                                            6,558             6,382
10% Preferred Stock, Series A, Voting, Cumulative,
    Convertible, $.025 Par Value Per Share                                                                10                10
10% Preferred Stock, Series B, Voting, Cumulative,
    Convertible, $.025 Par Value Per Share                                                                10                10
6% Preferred Stock, Voting, Cumulative, $.25 Par Value                                                    50                50
Convertible, Participating Preferred Stock, $12
 Stated Value                                                                                         42,642            42,671
Common Stock                                                                                           2,827             2,825
Paid in Capital                                                                                       13,583            13,555
Accumulated Other Comprehensive Income                                                                   991               961
Retained Earnings                                                                                     88,379            89,677
                                                                                             ---------------   ---------------
        Stockholders' Equity                                                                         148,492           149,759
                                                                                             ---------------   ---------------
                                                                                                    $455,839          $444,233
                                                                                             ===============   ===============
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>


<PAGE>

<TABLE>
                    SENECA FOODS CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                   (Unaudited)
                        (In Thousands, except Share Data)
<CAPTION>
                                                                                       Three Months Ended
                                                                                       ------------------
                                                                                 6/30/01                7/1/00
                                                                                 -------                ------
<S>                                                                       <C>                      <C>

Net Sales                                                                 $          132,693       $         131,159
Other Income                                                                               -                   1,151
                                                                          ------------------       -----------------

                                                                                     132,693                 132,310

Costs and Expenses:
Cost of Product Sold                                                                 124,720                 119,691
Selling, General, and Administrative                                                   5,067                   5,936
Interest Expense                                                                       4,915                   4,668
                                                                          ------------------       -----------------

  Total Costs and Expenses                                                           134,702                 130,295
                                                                          ------------------       -----------------
(Loss) Earnings Before Income Taxes                                                   (2,009)                  2,015

Income Taxes                                                                            (723)                    725
                                                                          ------------------       -----------------

Net (Loss) Earnings                                                       $           (1,286)      $           1,290
                                                                           =================        ================

Basic:

  (Loss) Earnings Per Common Share                                                     (.20)                     .20
                                                                          =================        =================

Diluted:

  (Loss) Earnings Per Common Share                                                     (.20)                     .13
                                                                          =================        =================
<FN>
The accompanying notes are an integral part of these condensed financial
statements.
</FN>
</TABLE>

<PAGE>
<TABLE>

                    SENECA FOODS CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In Thousands)
<CAPTION>

                                                                                       Three Months Ended
                                                                                       -------------------
                                                                                 6/30/01                7/1/00
                                                                                 -------                ------
<S>                                                                       <C>                     <C>
Cash Flows From Operating Activities:
    Net (Loss) Earnings                                                   $           (1,286)     $            1,290
    Adjustments to Reconcile Net (Loss) Earnings
     to Net Cash Used by Operating Activities:
        Depreciation and Amortization                                                  6,108                   5,881
        Deferred Income Taxes                                                           (725)                    725
        Gain on Sale of Assets                                                             -                  (1,151)
        Changes in Working Capital:
          Accounts Receivable                                                          2,339                  (2,647)
          Inventories                                                                 18,714                  (8,180)
          Off-Season Reserve                                                         (35,865)                (30,998)
          Other Current Assets                                                          (136)                 (1,360)
          Income Taxes                                                                  (601)                   (707)
          Accounts Payable, Accrued
            Expenses, and Other Liabilities                                           (3,355)                 19,398
                                                                          ------------------       -----------------
  Net Cash Used
      in Operations                                                                  (14,807)                (17,749)
                                                                          ------------------       -----------------

Cash Flows From Investing Activities:
    Additions to Property, Plant,
      and Equipment                                                                   (4,314)                 (7,265)
    Escrow Funds                                                                      (1,525)                  2,292
    Disposals                                                                              -                      57
    Proceed from the Sale of Assets                                                        -                   2,514
                                                                          ------------------       -----------------
  Net Cash Used in Investing
        Activities                                                                    (5,839)                 (2,402)
                                                                          ------------------       -----------------

Cash Flows From Financing Activities:
    Net Borrowings on Notes Payable                                                   13,545                  10,470
    Proceeds from the Issuance of Long-Term
      Debt                                                                             3,950                       -
    Payments and Current Portion of Long-Term
      Debt and Capital Lease Obligations                                                (170)                   (126)
    Other                                                                                  5                       4
    Dividends                                                                            (12)                    (12)
                                                                          ------------------       -----------------
  Net Cash Provided by
     Financing Activities                                                             17,318                  10,336
                                                                          ------------------       -----------------
Net Decrease in Cash and Short-
    Term Investments                                                                  (3,328)                 (9,815)
Cash and Short-Term Investments,
Beginning of Period                                                                    5,391                  11,348
                                                                          ------------------       -----------------
Cash and Short-Term Investments,
    End of Period                                                         $            2,063      $            1,533
                                                                          ==================      ==================
<FN>
The accompanying notes are an integral part of these condensed financial
statements.
</FN>
</TABLE>


<PAGE>


                    SENECA FOODS CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                  June 30, 2001

1.      Consolidated Condensed Financial Statements


        In the opinion of management, the accompanying unaudited consolidated
        condensed financial statements contain all adjustments, which are normal
        and recurring in nature, necessary to present fairly the financial
        position of the Company as of June 30, 2001 and results of operations
        for the three month periods ended June 30, 2001 and July 1, 2000. All
        significant intercompany transactions and accounts have been eliminated
        in consolidation. The March 31, 2001 balance sheet was derived from
        audited financial statements.

        The results of operations for the three month periods ended June 30,
        2001 and July 1, 2000 are not necessarily indicative of the results to
        be expected for the full year.

        The accounting policies followed by the Company are set forth in Note 1
        to the Company's financial statements in the 2001 Seneca Foods
        Corporation Annual Report and 10-K.

        Other footnote disclosures normally included in financial statements
        prepared in accordance with generally accepted accounting principles
        have been condensed or omitted. It is suggested that these consolidated
        condensed financial statements be read in conjunction with the financial
        statements and notes included in the Company's 2001 Annual Report and
        10-K.

2.     Off-Season Reserve is the excess of absorbed expenses over incurred
       expenses to date. The seasonal nature of the Company's Food Processing
       business results in a timing difference between expenses (primarily
       overhead expenses) incurred and absorbed into product cost. All
       Off-Season Reserve balances are zero at fiscal year end.

3.     Comprehensive income consisted solely of Net Earnings and Net Unrealized
       Gain Change on Moog, Inc. Stock. The following table provides the results
       for the periods presented:

                                                      Three Months Ended
                                                      June 30 and July 1,
                                                      2001          2000
                                                      ----          ----

Net (Loss) Earnings                                $(1,286)       $1,290

Other Comprehensive Earnings, Net of Tax:

  Net Unrealized Gain (Loss) Change on
    Moog, Inc. Stock                                    30           (16)
                                                   ---------------------

    Comprehensive (Loss) Earnings                 $(1,256)        $1,274
                                                  ======================



<PAGE>


                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                  OF FINANCIAL CONDITION RESULTS OF OPERATIONS

                                  June 30, 2001

Results of Operations:

Sales:
Total Sales reflect an increase of 1.2% for the first three months versus 2000.
The Company's Alliance business sales dollars increased by 1.6%. Non-Alliance
vegetable sales dollars increased by 1.7% and sales quantities increased 4.2%.

Costs and Expenses:
The following table shows costs and expenses as a percentage of sales:

                                                     Three Months Ended
                                                     ------------------
                                                 6/30/01          7/1/00
                                                 -------          ------
Cost of Product Sold                               94.0%            91.2%
Selling                                             3.1              3.7
Administrative                                      0.7              0.8
Interest Expense                                    3.7              3.6
                                                  ----------------------
                                                  101.5%            99.3%
                                                  ======================

Lower  selling  prices as compared to the prior year,  especially in the Private
Label and Food Service  businesses,  were a major  contributing  factor in lower
profitability.

Income Taxes:
The effective tax rate used in 2002 and 2001 is 36%.

Financial Condition: The financial condition of the Company is summarized in the
following table and explanatory review (In Thousands):

<TABLE>
<CAPTION>


                                                              For the Quarter                  For the Year
                                                                Ended June                      Ended March
                                                                ----------                      -----------
                                                             2001           2000             2001           2000
                                                             ----           ----             ----           ----
     <S>                                                 <C>             <C>             <C>            <C>

     Working Capital Balance                             $164,944        $173,467        $163,367       $168,972
     Quarter Change                                         1,577           4,495               -              -
     Notes Payable                                         38,045          10,470          24,500              -
     Long-Term Debt                                       174,495         189,834         171,346        189,968
     Current Ratio                                         2.38:1          2.56:1          2.49:1         3.05:1
</TABLE>

The change in the Working  Capital for the June 2001  quarter from the June 2000
quarter is largely due to lower  earnings in the current  year  quarter than the
prior year quarter  ($1,286,000  loss as compared to  $1,290,000  earnings  last
year) partially offset by lower capital expenditures, which were $4.3 million in
2001 as compared to $7.3 million in 2000. In 2000, $2.3 million of these capital
expenditures were funded via a capital escrow account,  which was a result of an
Industrial Revenue Bond issued the prior year.

During  the  first  quarter  of  the  current  year,  a  $3,200,000   Industrial
Development  Bond was  issued  to  finance a capital  expansion  of the  Yakima,
Washington plant related to snack chips.

See Consolidated Condensed Statements of Cash Flows for further details.


<PAGE>


                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                                  June 30, 2001


Quantitative and Qualitative Disclosures about Market Risk:

The Company has not  experienced  any material  changes in Market Risk since our
March 31, 2001 report.

Forward-Looking Statements

Except for the historical information contained herein, the matters discussed in
this report are forward-looking  statements as defined in the Private Securities
Litigation  Reform Act (PSLRA) of 1995.  The Company wishes to take advantage of
the "safe harbor"  provisions of the PSLRA by cautioning that numerous important
factors  which  involve  risks and  uncertainties,  including but not limited to
economic,  competitive,  governmental and  technological  factors  affecting the
Company's operations,  markets, products, services and prices, and other factors
discussed in the Company's filings with the Securities and Exchange  Commission,
in the future,  could affect the  Company's  actual  results and could cause its
actual  consolidated  results to differ  materially  from those expressed in any
forward-looking statement made by, or on behalf of, the Company.

Recently Issued Accounting Standard

In June 2001, the Financial  Accounting  Standards  Board (FASB) issued SFAS No.
142,  Goodwill  and Other  Intangible  Assets.  Since the Company  does not have
Goodwill  on it's  balance  sheet,  this  statement  is not  expected  to have a
material impact on its consolidated financial statements.



<PAGE>


PART II - OTHER INFORMATION


Item 1.               Legal Proceedings
                      -----------------
                      None.

Item 2.               Changes in Securities
                      ---------------------
                      None.

Item 3.               Defaults on Senior Securities
                      -----------------------------
                      None.

Item 4.               Submission of Matters to a Vote of Security Holders
                      ---------------------------------------------------

                      None.

Item 5.               Other Information
                      -----------------
                      None.

Item 6.               Exhibits and Reports on Form 8-K
                      --------------------------------
A.       Exhibits

11      (11) Computation of earnings per share (filed herewith)

Reports on Form 8-K - None during the quarter.



<PAGE>


                                   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
                                                     ------------------------

August 13, 2001                                      Kraig H. Kayser
                                                     President and
                                                     Chief Executive Officer


                                                     /s/Jeffrey L. Van Riper
                                                     ------------------------

August 13, 2001                                      Jeffrey L. Van Riper
                                                     Controller and
                                                     Chief Accounting Officer



<PAGE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-11
<SEQUENCE>4
<FILENAME>ex11601.txt
<TEXT>
                                   EXHIBIT 11
<TABLE>
                    SENECA FOODS CORPORATION AND SUBSIDIARIES
                        COMPUTATION OF EARNINGS PER SHARE

                        (In thousands except share data)

<CAPTION>



                                                                                                     Three Months Ended
                                                                                                     ------------------
                                                                                                    6/30/01          7/1/00
                                                                                                    -------          ------
<S>                                                                                            <C>              <C>

Basic Net Earnings Applicable to Common Stock:

    Net (Loss) Earnings                                                                        $        (1,286) $          1,290
    Deduct Preferred Cash Dividends                                                                          -                 6
                                                                                               ---------------------------------
        Net (Loss) Earnings Applicable to
      Common Stock                                                                             $        (1,286) $          1,284

Weighted Average Common
  Shares Outstanding                                                                                 6,582,359         6,571,216
Effect of Common Stock Equivalent                                                                            -                 -
                                                                                               ---------------------------------
Weighted Average Common Shares Outstanding
for Primary Earnings per Share                                                                       6,582,359         6,571,216
                                                                                                ================================
Basic (Loss) Earnings Per Share                                                                 $         (.20)   $          .20
                                                                                                ================================
Diluted Net Earnings Applicable to Common Stock:

    Net (Loss) Earnings Applicable to
      Common Stock                                                                              $         (1,286) $        1,284
    Add Back Preferred Cash Dividends                                                                          -               5
                                                                                                --------------------------------
        Net (Loss) Earnings Applicable to
          Common Stock                                                                          $         (1,286) $        1,289
                                                                                                ================================
Weighted Average Common
  Shares Outstanding                                                                                   6,582,359       6,571,216
Effect of Common Stock Equivalent                                                                              -       3,654,059
                                                                                                 -------------------------------
Weighted Average Common Shares Outstanding
for Diluted Earnings per Share                                                                         6,582,359      10,224,275
                                                                                                 ===============================
Diluted (Loss) Earnings Per Share                                                                     $     (.20)    $       .13
                                                                                                 ===============================
</TABLE>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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