Attachment A SENECA FOODS CORPORATION AND SUBSIDIARIES PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEETS OCTOBER 30, 1993 (Unaudited) (In Thousands of Dollars) Consolidated Pro Forma Pro Forma Historical Adjustments Balance __________ ___________ _________ ASSETS Current Assets: Cash and Short Term Invest. $11,292 ($8,472) (c) $2,820 Accounts Receivable, Net 20,263 1,373 (a) 21,636 Inventories 120,402 4,798 (a) 125,200 Off Season Reserve (14,857) (14,857) Deferred Tax Asset , Net 2,422 2,422 Other Current Assets 961 961 Total Current Assets 140,483 (2,301) 138,182 Prop., Plant and Eq., Net 73,529 5,600 79,129 Common Stock of Moog Inc. 6,079 6,079 Other Assets 202 202 ________ _______ ________ $220,293 $3,299 $223,592 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Notes Payable -- $1,366 (c) $ 1,366 Accounts Payable 32,688 1,759 (a) 34,447 Accrued Expenses 15,205 15,205 Income Taxes 2,055 68 (b) 2,123 Current Portion of Long Term Debt and Capital Lease Obligations 5,081 5,081 ______ ______ _______ Total Current Liabilities 55,029 3,193 58,222 Long Term Debt 70,461 70,461 Capital Lease Obligations 981 981 Deferred Income Taxes 10,926 10,926 Stockholder's Equity: Preferred Stock 70 70 Common Stock 1,911 1,911 Additional Paid in Capital 382 382 Retained Earnings 80,533 106 (a) 80,639 Stockholders' Equity 82,896 106 83,002 ________ ______ ________ $220,293 $3,299 $223,592 <FN> The accompanying notes are an integral part of these unaudited Pro Forma Condensed Financial Statements. SENECA FOODS CORPORATION, AND SUBSIDIARIES PRO FORMA CONDENSED STATEMENT OF INCOME THREE MONTHS ENDED OCTOBER 30, 1993 (Unaudited) (In thousands, except share data) Consolidated Pro Forma Pro Forma Historical Adjustments Balance ____________ ___________ _________ Net Sales $62,003 $13,075 (a) $75,078 Costs and Expenses: Cost of Product Sold 53,385 11,945 (a) 65,330 Selling and Administrative 6,637 620 (a) 7,257 Interest Expense 1,557 336 (a) 1,893 ______ ______ _______ Total Costs and Expenses 61,579 12,901 74,480 Income Before Income Taxes and 424 174 (a) 598 Extraordinary Item Income Taxes 165 68 (a) 233 ______ ______ ______ Earnings from Continued Operations less Appl. Income Taxes $259 $106 $365 Net Earnings Applicable to Common Stock $253 $106 $359 Earnings from Continuing Operations Per Share $0.08 $0.04 $0.12 Weighted Average Common Shares O/S 3,018,666 3,018,666 3,018,666 <FN> The accompanying notes are an integral part of these unaudited Pro Forma Condensed Financial Statements. SENECA FOODS CORPORATION, AND SUBSIDIARIES PRO FORMA CONDENSED STATEMENT OF INCOME TWELVE MONTHS ENDED JULY 31, 1993 (Unaudited) (In thousands, except share data) Consolidated Pro Forma Pro Forma Historical Adjustments Balance ____________ ___________ _________ Net Sales $257,402 $60,900 (a) $318,302 Costs and Expenses: Cost of Product Sold 222,143 56,563 (a) 278,706 Selling and Administrative 26,166 3,169 (a) 29,335 Interest Expense 5,834 1,289 (a) 7,123 _______ ______ _______ Total Costs and Expenses 254,143 61,021 315,164 Income Before Income Taxes and 3,259 (121) (a) 3,138 Extraordinary Item Income Taxes 106 (4) (a) 102 _______ ______ _______ Earnings from Continued Op. $3,153 ($117) $3,036 Net Earnings- Common Stock $3,130 ($117) $3,013 Earnings Per Share $1.02 ($0.04) $0.99 Wtd Ave. Common Shares O/S 3,085,333 3,085,333 3,085,333 <FN> The accompanying notes are an integral part of these unaudited Pro Forma Condensed Financial Statements. SENECA FOODS CORPORATION AND SUBSIDIARIES NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS October 30, 1993 Statements (Last previous fiscal quarter): (a) The Pro Forma adjustments referenced as (a), reflect the addition of the assets and liabilities and related income and expense accounts of the ERLY Juice Inc., WorldMark, and Sanofi. Certain assets of ERLY Juice and WorldMark were purchased on December 20, 1993, and certain assets of Sanofi were purchased on November 30, 1993 as described in Item 2 of this Form 8-K. (b) The Pro Forma adjustments referenced as (b), reflect the the estimated federal and state income tax effect of aforementioned purchases. (c) The Pro Forma adjustments referenced as (c), reflect the source of the funds used by the aforementioned purchases. July 31, 1993 Statements (Last previous year end): The Pro Forma adjustments reflect the addition of the July 31, 1993 assets and liabilities and income and expense accounts related to the acquired.