10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 30, 2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 0-19681

JOHN B. SANFILIPPO & SON, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	36-2419677
( State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1703 North Randall Road Elgin, Illinois	60123-7820
(Address of principal executive offices)	(Zip Code)

(847) 289-1800

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value per share	JBSS	The NASDAQ Stock Market LLC (NASDAQ Global Select Market)

Indicate by check mark whether the registrant (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 registrant 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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

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

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

As of April 28, 2023, 8,958,426 shares of the Registrant’s Common Stock, $0.01 par value per share and 2,597,426 shares of the Registrant’s Class A Common Stock, $0.01 par value per share, were outstanding.

JOHN B. SANFILIPPO & SON, INC.

FORM 10-Q

For the Quarter Ended March 30, 2023

INDEX

	Page
Part I. Financial Information
Item 1. Financial Statements (Unaudited)	3
Consolidated Statements of Comprehensive Income for the Quarter and Thirty-Nine Weeks Ended March 30, 2023 and March 24, 2022	3
Consolidated Balance Sheets as of March 30, 2023, June 30, 2022 and March 24, 2022	4
Consolidated Statements of Stockholders’ Equity for the Quarter and Thirty-Nine Weeks Ended March 30, 2023 and March 24, 2022	6
Consolidated Statements of Cash Flows for the Thirty-Nine Weeks Ended March 30, 2023 and March 24, 2022	7
Notes to Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3. Quantitative and Qualitative Disclosures About Market Risk	29
Item 4. Controls and Procedures	29
Part II. Other Information
Item 1. Legal Proceedings	29
Item 1A. Risk Factors	29
Item 6. Exhibits	29
Signature	32

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

JOHN B. SANFILIPPO & SON, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(Dollars in thousands, except share and per share amounts)

	For the Quarter Ended						For the Thirty-Nine Weeks Ended
	March 30, 2023			March 24, 2022			March 30, 2023			March 24, 2022
Net sales	$	238,535		$	218,584		$	765,464		$	698,120
Cost of sales		188,767			179,175			608,551			554,678
Gross profit		49,768			39,409			156,913			143,442
Operating expenses:
Selling expenses		18,109			15,584			57,921			56,896
Administrative expenses		9,841			6,401			30,296			25,871
Gain on sale of facility, net		—			—			—			(2,349	)
Total operating expenses		27,950			21,985			88,217			80,418
Income from operations		21,818			17,424			68,696			63,024
Other expense:
Interest expense including $186, $199, $568 and    $591 to related parties		552			531			1,828			1,322
Rental and miscellaneous expense, net		371			403			1,084			1,074
Pension expense (excluding service costs)		349			618			1,046			1,855
Total other expense, net		1,272			1,552			3,958			4,251
Income before income taxes		20,546			15,872			64,738			58,773
Income tax expense		4,814			3,995			16,554			14,400
Net income	$	15,732		$	11,877		$	48,184		$	44,373
Other comprehensive income:
Amortization of actuarial loss included in net    periodic pension cost		7			363			21			1,091
Income tax expense related to pension adjustments		(2	)		(94	)		(5	)		(284	)
Other comprehensive income, net of tax		5			269			16			807
Comprehensive income	$	15,737		$	12,146		$	48,200		$	45,180
Net income per common share-basic	$	1.36		$	1.03		$	4.16		$	3.85
Net income per common share-diluted	$	1.35		$	1.02		$	4.14		$	3.83

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

3

JOHN B. SANFILIPPO & SON, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollars in thousands, except share and per share amounts)

	March 30, 2023		June 30, 2022		March 24, 2022
ASSETS
CURRENT ASSETS:
Cash	$	365	$	415	$	667
Accounts receivable, less allowance for doubtful accounts of $305, $267    and $280		74,534		69,611		68,704
Inventories		190,351		204,855		211,127
Prepaid expenses and other current assets		9,325		8,283		7,653
TOTAL CURRENT ASSETS		274,575		283,164		288,151
PROPERTY, PLANT AND EQUIPMENT:
Land		9,150		9,150		9,150
Buildings		102,840		102,810		102,810
Machinery and equipment		259,289		245,111		230,842
Furniture and leasehold improvements		5,275		5,296		5,296
Vehicles		719		614		614
Construction in progress		8,210		6,471		18,077
		385,483		369,452		366,789
Less: Accumulated depreciation		263,718		252,371		249,358
		121,765		117,081		117,431
Rental investment property, less accumulated depreciation of $14,238,    $13,632 and $13,431		14,885		15,491		15,692
TOTAL PROPERTY, PLANT AND EQUIPMENT		136,650		132,572		133,123
Intangible assets, net		7,100		8,065		8,509
Life insurance and other assets		6,029		8,272		6,472
Deferred income taxes		2,374		3,236		5,104
Goodwill		11,750		9,650		9,650
Operating lease right-of-use assets		6,582		2,303		2,570
TOTAL ASSETS	$	445,060	$	447,262	$	453,579

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

4

JOHN B. SANFILIPPO & SON, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollars in thousands, except share and per share amounts)

	March 30, 2023			June 30, 2022			March 24, 2022
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Revolving credit facility borrowings	$	27,825		$	40,439		$	65,863
Current maturities of long-term debt, net, including    related party debt of $657, $614 and $600		657			3,149			3,961
Accounts payable		42,264			47,720			48,918
Bank overdraft		458			214			1,314
Accrued payroll and related benefits		17,061			18,888			12,646
Other accrued expenses		14,493			12,352			13,113
TOTAL CURRENT LIABILITIES		102,758			122,762			145,815
LONG-TERM LIABILITIES:
Long-term debt, less current maturities, net, including    related party debt of $7,276, $7,774 and $7,933		7,276			7,774			7,933
Retirement plan		29,471			28,886			35,935
Long-term operating lease liabilities, net of current portion		4,905			1,076			1,241
Other		8,332			7,943			7,876
TOTAL LONG-TERM LIABILITIES		49,984			45,679			52,985
TOTAL LIABILITIES		152,742			168,441			198,800
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Class A Common Stock, convertible to Common Stock on    a per share basis, cumulative voting rights of ten votes    per share, $.01 par value; 10,000,000 shares authorized,    2,597,426 shares issued and outstanding		26			26			26
Common Stock, non-cumulative voting rights of one vote    per share, $.01 par value; 17,000,000 shares authorized,    9,076,326, 9,047,359 and 9,046,420 shares issued		91			90			90
Capital in excess of par value		131,649			128,800			127,910
Retained earnings		164,220			153,589			136,175
Accumulated other comprehensive loss		(2,464	)		(2,480	)		(8,218	)
Treasury stock, at cost; 117,900 shares of Common Stock		(1,204	)		(1,204	)		(1,204	)
TOTAL STOCKHOLDERS’ EQUITY		292,318			278,821			254,779
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	445,060		$	447,262		$	453,579

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

5

JOHN B. SANFILIPPO & SON, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(Dollars in thousands, except share and per share amounts)

															Accumulated
	Class A								Capital in						Other
	Common Stock				Common Stock				Excess of			Retained			Comprehensive			Treasury
	Shares		Amount		Shares		Amount		Par Value			Earnings			Loss			Stock			Total
Balance, June 30, 2022		2,597,426	$	26		9,047,359	$	90	$	128,800		$	153,589		$	(2,480	)	$	(1,204	)	$	278,821
Net income													15,545									15,545
Cash dividends ($2.25 per share)													(25,981	)								(25,981	)
Pension liability amortization, net    of income tax expense of $1																6						6
Stock-based compensation expense										772												772
Balance, September 29, 2022		2,597,426	$	26		9,047,359	$	90	$	129,572		$	143,153		$	(2,474	)	$	(1,204	)	$	269,163
Net income													16,907									16,907
Cash dividends ($1.00 per share)													(11,572	)								(11,572	)
Pension liability amortization, net    of income tax expense of $2																5						5
Equity award exercises, net    of shares withheld for employee    taxes						24,709		1		(356	)											(355	)
Stock-based compensation expense										1,515												1,515
Balance, December 29, 2022		2,597,426	$	26		9,072,068	$	91	$	130,731		$	148,488		$	(2,469	)	$	(1,204	)	$	275,663
Net income													15,732									15,732
Pension liability amortization, net    of income tax expense of $2																5						5
Equity award exercises, net    of shares withheld for employee    taxes						4,258		—		(23	)											(23	)
Stock-based compensation expense										941												941
Balance, March 30, 2023		2,597,426	$	26		9,076,326	$	91	$	131,649		$	164,220		$	(2,464	)	$	(1,204	)	$	292,318

															Accumulated
	Class A								Capital in						Other
	Common Stock				Common Stock				Excess of			Retained			Comprehensive			Treasury
	Shares		Amount		Shares		Amount		Par Value			Earnings			Loss			Stock			Total
Balance, June 24, 2021		2,597,426	$	26		8,988,812	$	90	$	126,271		$	126,336		$	(9,025	)	$	(1,204	)	$	242,494
Net income													19,249									19,249
Cash dividends ($3.00 per share)													(34,534	)								(34,534	)
Pension liability amortization, net    of income tax expense of $95																269						269
Equity award exercises, net    of shares withheld for employee    taxes						1,168		—		(16	)											(16	)
Stock-based compensation expense										703												703
Balance, September 23, 2021		2,597,426	$	26		8,989,980	$	90	$	126,958		$	111,051		$	(8,756	)	$	(1,204	)	$	228,165
Net income													13,247									13,247
Pension liability amortization, net    of income tax expense of $95																269						269
Equity award exercises, net    of shares withheld for employee    taxes						54,980		—		(946	)											(946	)
Stock-based compensation expense										1,068												1,068
Balance, December 23, 2021		2,597,426	$	26		9,044,960	$	90	$	127,080		$	124,298		$	(8,487	)	$	(1,204	)	$	241,803
Net income													11,877									11,877
Pension liability amortization, net    of income tax expense of $94																269						269
Equity award exercises, net    of shares withheld for employee    taxes						1,460		—		(48	)											(48	)
Stock-based compensation expense										878												878
Balance, March 24, 2022		2,597,426	$	26		9,046,420	$	90	$	127,910		$	136,175		$	(8,218	)	$	(1,204	)	$	254,779

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

6

JOHN B. SANFILIPPO & SON, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)

	For the Thirty-Nine Weeks Ended
	March 30, 2023			March 24, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	48,184		$	44,373
Depreciation and amortization		15,323			13,619
Loss (gain) on disposition of assets, net		47			(1,754	)
Deferred income tax expense		862			983
Stock-based compensation expense		3,228			2,649
Change in assets and liabilities:
Accounts receivable, net		(4,923	)		(2,370	)
Inventories		14,744			(63,129	)
Prepaid expenses and other current assets		535			915
Accounts payable		(5,285	)		1,767
Accrued expenses		1,312			(10,046	)
Income taxes payable		(2,575	)		(1,917	)
Other long-term assets and liabilities		335			532
Other, net		602			1,823
Net cash provided by (used in) operating activities		72,389			(12,555	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(15,586	)		(12,836	)
Acquisition of Just the Cheese brand		(3,500	)		—
Proceeds from disposition of assets, net		—			3,950
Proceeds from the sale of life insurance policies		—			3,225
Other, net		(56	)		(827	)
Net cash used in investing activities		(19,142	)		(6,488	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net short-term (repayments) borrowings		(12,614	)		57,210
Principal payments on long-term debt		(2,995	)		(2,849	)
Increase in bank overdraft		244			221
Dividends paid		(37,553	)		(34,534	)
Taxes paid related to net share settlement of equity awards		(379	)		(1,010	)
Net cash (used in) provided by financing activities		(53,297	)		19,038
NET DECREASE IN CASH		(50	)		(5	)
Cash, beginning of period		415			672
Cash, end of period	$	365		$	667

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

7

JOHN B. SANFILIPPO & SON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except where noted and per share data)

Note 1 – Basis of Presentation and Description of Business

As used herein, unless the context otherwise indicates, the terms “we”, “us”, “our” or “Company” collectively refer to John B. Sanfilippo & Son, Inc. and our wholly-owned subsidiary, JBSS Ventures, LLC. Our fiscal year ends on the final Thursday of June each year, and typically consists of fifty-two weeks (four thirteen-week quarters). Additional information on the comparability of the periods presented is as follows:

•References herein to fiscal 2023 and fiscal 2022 are to the 52 week fiscal year ending June 29, 2023 and the 53 week fiscal year ended June 30, 2022, respectively.

•References herein to the third quarter of fiscal 2023 and fiscal 2022 are to the quarters ended March 30, 2023 and March 24, 2022, respectively.

•References herein to the first three quarters or first thirty-nine weeks of fiscal 2023 and fiscal 2022 are to the thirty-nine weeks ended March 30, 2023 and March 24, 2022, respectively.

We are one of the leading processors and distributors of peanuts, pecans, cashews, walnuts, almonds and other nuts in the United States. These nuts are sold under our Fisher, Orchard Valley Harvest, Squirrel Brand and Southern Style Nuts brand names and under a variety of private brands. We also market and distribute, and in most cases, manufacture or process, a diverse product line of food and snack products, including peanut butter, almond butter, cashew butter, candy and confections, snack and trail mixes, nutrition bars, snack bites, sunflower kernels, dried fruit, corn snacks, chickpea snacks, sesame sticks and other sesame snack products under our brand names and under private brands. In addition, with our acquisition of the Just the Cheese brand, we have expanded our product offerings to include baked cheese snack products on a branded and private label basis. Our products are sold through three primary distribution channels, including food retailers in the consumer channel, commercial ingredient users and contract packaging customers.

The accompanying unaudited financial statements fairly present the consolidated statements of comprehensive income, consolidated balance sheets, consolidated statements of stockholders’ equity and consolidated statements of cash flows, and reflect all adjustments, consisting only of normal recurring adjustments which are necessary for the fair statement of the results of the interim periods. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses.

The interim results of operations are not necessarily indicative of the results to be expected for a full year. The balance sheet data as of June 30, 2022 was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). Accordingly, these unaudited financial statements and related notes should be read in conjunction with the audited consolidated financial statements and notes thereto included in our 2022 Annual Report on Form 10-K for the fiscal year ended June 30, 2022.

Note 2 – Acquisition of Just the Cheese Brand

On December 16, 2022, we completed the acquisition of certain assets (the “Acquisition”) of Specialty Cheese Company, Inc. The acquired assets are primarily related to the manufacturing and sale of baked cheese snack products, including those products sold under the Just the Cheese brand, all finished goods inventory and intangible assets. At the time of the closing of the Acquisition, the full purchase price of $3,500 was paid in cash and funded from our Credit Facility (as defined below). Just the Cheese is one of the nation’s leading baked cheese snacking brands and offers 100% real cheese snack bars and cheese crisps. The Acquisition will provide us with a product that expands our portfolio into new snacking categories and is anticipated to accelerate growth with our private brand and food service customers. The Acquisition has been accounted for as a business combination in accordance with ASC Topic 805, “Business Combinations”.

8

The final purchase price allocation was completed during the third quarter of fiscal 2023 which resulted in immaterial changes to fixed assets and customer relationships. The total purchase price of $3,500 has been allocated to the fair values of the assets acquired as follows:

Inventories	$	240
Fixed assets		800
Identifiable intangible assets:
Customer relationships		250
Brand names		80
Non-compete agreement		30
Goodwill		2,100
Total purchase price	$	3,500

The customer relationship assets represent the value of the long-term strategic relationship with significant customers who purchase Just the Cheese brand products. The brand name asset represents the value of the established Just the Cheese brand name.

Goodwill, which is expected to be deductible for tax purposes, arises from intangible assets that do not qualify for separate recognition and expected synergies from combining the operations related to the Just the Cheese brand with those of the Company. There were no material contingencies recognized or unrecognized associated with the Acquisition.

Due to the immaterial financial nature of the Acquisition, unaudited pro forma results of operations of the Company (as if the Acquisition had taken place at the beginning of fiscal 2023) will not be presented.

Since the Acquisition, we continue to operate in a single reportable operating segment that consists of selling various nut and nut-related products through three sales distribution channels.

Note 3 – Revenue Recognition

We recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. For each customer contract, a five-step process is followed in which we identify the contract, identify performance obligations, determine the transaction price, allocate the contract transaction price to the performance obligations, and recognize the revenue when (or as) the performance obligation is transferred to the customer.

When Performance Obligations Are Satisfied

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account for revenue recognition. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company’s performance obligations are primarily for the delivery of raw and processed recipe and snack nuts, nut butters and trail mixes.

Our customer contracts do not include more than one performance obligation. If a contract were to contain more than one performance obligation, we are required to allocate the contract’s transaction price to each performance obligation based on its relative standalone selling price. The standalone selling price for each distinct good is generally determined by directly observable data.

Revenue recognition is generally completed at a point in time when product control is transferred to the customer. For virtually all of our revenues, control transfers to the customer when the product is shipped or delivered to the customer based upon applicable shipping terms. This allows the customer to then direct the use and obtain substantially all of the remaining benefits from the asset at that point in time. Therefore, the timing of our revenue recognition requires little judgment.

9

Variable Consideration

Some of our products are sold through specific incentive programs including, but not limited to, promotional allowances, volume and customer rebates, in-store display incentives and marketing allowances to consumer and some commercial ingredient customers. The ultimate cost of these programs is dependent on certain factors such as actual purchase volumes or customer activities and is dependent on significant management judgment when determining estimates. The Company accounts for these programs as variable consideration and recognizes a reduction in revenue (and a corresponding reduction in the transaction price) in the same period as the underlying program based upon the terms of the specific arrangements.

Trade promotions, consisting primarily of customer pricing allowances, merchandising funds and consumer coupons, are also offered through various programs to customers and consumers. A provision for estimated trade promotions is recorded as a reduction of revenue (and a reduction in the transaction price) in the same period when the sale is recognized. Revenues are also recorded net of expected customer deductions which are provided for based upon past experiences. Evaluating these estimates requires management judgment.

We generally use the most likely amount method to determine the variable consideration. We believe there will not be significant changes to our estimates of variable consideration when any related uncertainties are resolved with our customers. The Company reviews and updates its estimates and related accruals of variable consideration and trade promotions at least quarterly based on the terms of the agreements and historical experience. Any uncertainties in the ultimate resolution of variable consideration due to factors outside of the Company’s influence are typically resolved within a short timeframe. Therefore, no additional constraint on the variable consideration is required.

Contract Balances

Contract assets or liabilities result from transactions with revenue recorded over time. If the measure of remaining rights exceeds the measure of the remaining performance obligations, the Company records a contract asset. Conversely, if the measure of the remaining performance obligations exceeds the measure of the remaining rights, the Company records a contract liability. There was no contract asset balance for any periods presented. The Company generally does not have material deferred revenue or contract liability balances arising from transactions with customers.

Disaggregation of Revenue

Revenue disaggregated by sales channel is as follows:

	For the Quarter Ended				For the Thirty-Nine Weeks Ended
Distribution Channel	March 30, 2023		March 24, 2022		March 30, 2023		March 24, 2022
Consumer	$	185,128	$	173,648	$	606,188	$	556,888
Commercial Ingredients		30,901		25,514		90,827		81,426
Contract Packaging		22,506		19,422		68,449		59,806
Total	$	238,535	$	218,584	$	765,464	$	698,120

Note 4 – Leases

Description of Leases

We lease equipment used in the transportation of goods in our warehouses, as well as a limited number of automobiles and a small warehouse near our Bainbridge, Georgia facility. Our leases generally do not contain non-lease components and do not contain any explicit guarantees of residual value. Our leases for warehouse transportation equipment generally require the equipment to be returned to the lessor in good working order.

10

Through a review of our contracts, we determine if an arrangement is a lease at inception and analyze the lease to determine if it is operating or finance. Operating lease right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental collateralized borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Implicit rates are used when readily determinable. None of our leases currently contain options to extend the term. In the event of an option to extend the term of a lease, the lease term used in measuring the liability would include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the respective lease term. Our leases have remaining terms of up to 5.5 years.

It is our accounting policy to not apply lease recognition requirements to short term leases, which are defined as leases with an initial term of 12 months or less. As such, leases with an initial term of 12 months or less are not recorded in the Consolidated Balance Sheets. We have also made the policy election to not separate lease and non-lease components for all leases.

The following table provides supplemental information related to operating lease right-of-use assets and liabilities:

	March 30, 2023		June 30, 2022		March 24, 2022		Affected Line Item in Consolidated Balance Sheet
Assets
Operating lease right-of-use assets	$	6,582	$	2,303	$	2,570	Operating lease right-of-use assets
Total lease right-of-use assets	$	6,582	$	2,303	$	2,570
Liabilities
Current:
Operating leases	$	1,752	$	1,258	$	1,355	Other accrued expenses
Noncurrent:
Operating leases		4,905		1,076		1,241	Long-term operating lease liabilities
Total lease liabilities	$	6,657	$	2,334	$	2,596

The following tables summarize the Company’s total lease costs and other information arising from operating lease transactions:

	For the Quarter Ended				For the Thirty-Nine Weeks Ended
	March 30, 2023		March 24, 2022		March 30, 2023		March 24, 2022
Operating lease costs (a)	$	529	$	470	$	1,544	$	1,384
Variable lease costs (b)		74		15		189		51
Total lease cost	$	603	$	485	$	1,733	$	1,435

(a)Includes short-term leases which are immaterial.

(b)Variable lease costs consist of sales tax and lease overtime charges.

Supplemental cash flow and other information related to leases was as follows:

	For the Thirty-Nine Weeks Ended
	March 30, 2023		March 24, 2022
Operating cash flows information:
Cash paid for amounts included in measurements for lease liabilities	$	1,249	$	1,199
Non-cash activity:
Right-of-use assets obtained in exchange for new operating lease obligations	$	5,458	$	167

	March 30, 2023			June 30, 2022			March 24, 2022
Weighted average remaining lease term (in years)		4.6			2.3			2.4
Weighted average discount rate		6.6	%		4.3	%		4.2	%

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Maturities of operating lease liabilities as of March 30, 2023 are as follows:

Fiscal year ending
June 29, 2023 (excluding the thirty-nine weeks ended March 30, 2023)	$	636
June 27, 2024		1,918
June 26, 2025		1,541
June 25, 2026		1,347
June 24, 2027		1,158
June 29, 2028		1,000
Thereafter		139
Total lease payment		7,739
Less imputed interest		(1,082	)
Present value of operating lease liabilities	$	6,657

At March 30, 2023, the Company had an immaterial amount of leases that had not yet commenced.

Lessor Accounting

We lease office space in our four-story office building located in Elgin, Illinois. As a lessor, we retain substantially all of the risks and benefits of ownership of the investment property and under Topic 842: Leases we continue to account for all of our leases as operating leases. Lease agreements may include options to renew. We accrue fixed lease income on a straight‑line basis over the terms of the leases. There is generally no variable lease consideration and an immaterial amount of non-lease components such as recurring utility and storage fees. Leases between related parties are immaterial.

Leasing revenue is as follows:

	For the Quarter Ended				For the Thirty-Nine Weeks Ended
	March 30, 2023		March 24, 2022		March 30, 2023		March 24, 2022
Lease income related to lease payments	$	419	$	402	$	1,224	$	1,220

The future minimum, undiscounted fixed cash flows under non-cancelable tenant operating leases for each of the next five years are as follows:

Fiscal Year Ending
June 29, 2023 (excluding the thirty-nine weeks ended March 30, 2023)	$	465
June 27, 2024		1,869
June 26, 2025		1,282
June 25, 2026		697
June 24, 2027		614
June 29, 2028		—
	$	4,927

Note 5 – Inventories

Inventories consist of the following:

	March 30, 2023		June 30, 2022		March 24, 2022
Raw material and supplies	$	90,110	$	77,558	$	104,810
Work-in-process and finished goods		100,241		127,297		106,317
Total	$	190,351	$	204,855	$	211,127

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Note 6 – Goodwill and Intangible Assets

Identifiable intangible assets that are subject to amortization consist of the following:

	March 30, 2023			June 30, 2022			March 24, 2022
Customer relationships	$	21,350		$	21,100		$	21,100
Brand names		17,070			16,990			16,990
Non-compete agreement		300			270			270
		38,720			38,360			38,360
Less accumulated amortization:
Customer relationships		(19,572	)		(18,795	)		(18,537	)
Brand names		(11,776	)		(11,252	)		(11,080	)
Non-compete agreement		(272	)		(248	)		(234	)
		(31,620	)		(30,295	)		(29,851	)
Net intangible assets	$	7,100		$	8,065		$	8,509

Customer relationships are being amortized on an accelerated basis. The brand names remaining to be amortized consist of the Squirrel Brand, Southern Style Nuts and Just the Cheese brand names.

Total amortization expense related to intangible assets, which is classified in administrative expense in the Consolidated Statement of Comprehensive Income, was $441 and $1,325 for the quarter and thirty-nine weeks ended March 30, 2023, respectively. Amortization expense for the remainder of fiscal 2023 is expected to be approximately $442 and expected amortization expense the next five fiscal years is as follows:

Fiscal Year Ending
June 27, 2024	$	1,565
June 26, 2025		1,213
June 25, 2026		880
June 24, 2027		706
June 29, 2028		528

The intangibles related to the Just the Cheese brand acquisition, which are reflected in the above table, and the expected amortization expense are based on the final valuation report with respect to such intangible assets.

Our net goodwill at March 30, 2023 was comprised of $9,650 from the Squirrel Brand acquisition completed in the second quarter of fiscal 2018 and $2,100 from the Just the Cheese brand acquisition completed in the second quarter of fiscal 2023. The changes in the carrying amount of goodwill since June 25, 2021 are as follows:

Gross goodwill balance at June 25, 2021	$	18,416
Accumulated impairment losses		(8,766	)
Net balance at June 25, 2021		9,650
Goodwill acquired during the period		2,100
Net balance at March 30, 2023	$	11,750

Note 7 – Credit Facility

Our Amended and Restated Credit Agreement dated March 5, 2020 provides for a $117,500 senior secured revolving credit facility (the “Credit Facility”). The Credit Facility is secured by substantially all our assets other than machinery and equipment, real property and fixtures.

At March 30, 2023, we had $85,485 of available credit under the Credit Facility which reflects borrowings of $27,825 and reduced availability as a result of $4,190 in outstanding letters of credit. As of March 30, 2023, we were in compliance with all financial covenants under the Credit Facility.

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Note 8 – Earnings Per Common Share

The following table presents the reconciliation of the weighted average shares outstanding used in computing basic and diluted earnings per share:

	For the Quarter Ended				For the Thirty-Nine Weeks Ended
	March 30, 2023		March 24, 2022		March 30, 2023		March 24, 2022
Weighted average number of shares    outstanding – basic		11,592,362		11,548,554		11,570,954		11,533,338
Effect of dilutive securities:
Restricted stock units		63,832		53,412		61,702		55,745
Weighted average number of shares    outstanding – diluted		11,656,194		11,601,966		11,632,656		11,589,083

There were no anti-dilutive awards excluded from the computation of diluted earnings per share for any periods presented.

Note 9 – Stock-Based Compensation Plans

The following is a summary of restricted stock unit ("RSU") activity for the first thirty-nine weeks of fiscal 2023:

Restricted Stock Units	Shares			Weighted Average Grant Date Fair Value
Outstanding at June 30, 2022		142,239		$	70.42
Granted		64,351		$	74.11
Vested (a)		(33,607	)	$	88.62
Forfeited		(3,024	)	$	72.19
Outstanding at March 30, 2023		169,959		$	68.19

(a)The number of RSUs vested includes shares that were withheld on behalf of employees to satisfy statutory tax withholding requirements.

At March 30, 2023, there were 38,490 RSUs outstanding that were vested but deferred.

The following table summarizes compensation expense charged to earnings for all equity compensation plans for the periods presented:

	For the Quarter Ended				For the Thirty-Nine Weeks Ended
	March 30, 2023		March 24, 2022		March 30, 2023		March 24, 2022
Stock-based compensation expense	$	941	$	878	$	3,228	$	2,649

As of March 30, 2023, there was $5,539 of total unrecognized compensation expense related to non-vested RSUs granted under our stock-based compensation plans. We expect to recognize that cost over a weighted average period of 1.6 years.

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Note 10 – Retirement Plan

The Supplemental Employee Retirement Plan (“Retirement Plan”) is an unfunded, non-qualified deferred compensation plan that will provide eligible participants with monthly benefits upon retirement, disability or death, subject to certain conditions. The monthly benefit is based upon each participant’s earnings and his or her number of years of service. The components of net periodic benefit cost are as follows:

	For the Quarter Ended				For the Thirty-Nine Weeks Ended
	March 30, 2023		March 24, 2022		March 30, 2023		March 24, 2022
Service cost	$	200	$	248	$	601	$	743
Interest cost		342		255		1,025		764
Amortization of loss		7		363		21		1,091
Net periodic benefit cost	$	549	$	866	$	1,647	$	2,598

The components of net periodic benefit cost other than the service cost component are included in the line item “Pension expense (excluding service costs)” in the Consolidated Statements of Comprehensive Income.

Note 11 – Accumulated Other Comprehensive Loss

The table below sets forth the changes to accumulated other comprehensive loss (“AOCL”) for the thirty-nine weeks ended March 30, 2023 and March 24, 2022. These changes are all related to our defined benefit pension plan.

	For the Thirty-Nine Weeks Ended
Changes to AOCL (a)	March 30, 2023			March 24, 2022
Balance at beginning of period	$	(2,480	)	$	(9,025	)
Other comprehensive income before reclassifications		—			—
Amounts reclassified from accumulated other comprehensive loss		21			1,091
Tax effect		(5	)		(284	)
Net current-period other comprehensive income		16			807
Balance at end of period	$	(2,464	)	$	(8,218	)

(a)Amounts in parenthesis indicate debits/expense.

The reclassifications out of AOCL for the quarter and thirty-nine weeks ended March 30, 2023 and March 24, 2022 were as follows:

	For the Quarter Ended						For the Thirty-Nine Weeks Ended						Affected Line Item in the Consolidated
Reclassifications from AOCL to    Earnings (b)	March 30, 2023			March 24, 2022			March 30, 2023			March 24, 2022			Statements of Comprehensive Income
Amortization of defined benefit    pension items:
Unrecognized net loss	$	(7	)	$	(363	)	$	(21	)	$	(1,091	)	Pension expense (excluding service costs)
Tax effect		2			94			5			284		Income tax expense
Amortization of defined pension items,    net of tax	$	(5	)	$	(269	)	$	(16	)	$	(807	)

(b)Amounts in parenthesis indicate debits to expense. See Note 10 – “Retirement Plan” above for additional details.

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Note 12 – Commitments and Contingent Liabilities

We are currently a party to various legal proceedings in the ordinary course of business. While management presently believes that the ultimate outcomes of these proceedings, individually and in the aggregate, will not materially affect our Company’s financial position, results of operations or cash flows, legal proceedings are subject to inherent uncertainties, and unfavorable outcomes could occur. Unfavorable outcomes could include substantial monetary damages in excess of any appropriate accruals, which management has established. Were such unfavorable final outcomes to occur, there exists the possibility of a material adverse effect on our financial position, results of operations and cash flows.

Note 13 – Fair Value of Financial Instruments

The Financial Accounting Standards Board defines fair value as the price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The guidance establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels:

Level 1	–	Quoted prices in active markets that are accessible at the measurement date for identical assets and liabilities.
Level 2	–	Observable inputs other than quoted prices in active markets. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.
Level 3	–	Unobservable inputs for which there is little or no market data available.

The carrying values of cash, trade accounts receivable and accounts payable approximate their fair values at each balance sheet date because of the short-term maturities and nature of these balances.

The carrying value of our revolving credit facility borrowings approximates fair value at each balance sheet date because interest rates on this instrument approximate current market rates (Level 2 criteria) and because of the short-term maturity and nature of this balance. In addition, there has been no significant change in our inherent credit risk.

The following table summarizes the carrying value and fair value estimate of our current and long-term debt, excluding unamortized debt issuance costs:

	March 30, 2023		June 30, 2022		March 24, 2022
Carrying value of current and long-term debt:	$	7,933	$	10,927	$	11,901
Fair value of current and long-term debt:		6,865		11,179		12,669

The estimated fair value of our long-term debt was determined using a market approach based upon Level 2 observable inputs, which estimates fair value based on interest rates currently offered on loans with similar terms to borrowers of similar credit quality or broker quotes. In addition, there have been no significant changes in the underlying assets securing our long-term debt.

Note 14 – Garysburg, North Carolina Facility

During the first quarter of fiscal 2022 we sold the Garysburg property and remaining equipment located at the property to a third party for $4,000, subject to customary adjustments to reflect closing costs, which resulted in a $2,349 gain.

Note 15 – Recent Accounting Pronouncements

There were no recent accounting pronouncements adopted in the current fiscal year.

There are no recent accounting pronouncements that have been issued and not yet adopted that are expected to have a material impact on our Consolidated Financial Statements.

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Note 16 – Subsequent Event

On May 2, 2023, our Board of Directors declared a special cash dividend of $1.50 per share on all issued and outstanding shares of Common Stock and Class A Stock of the Company (the “May 2023 Dividends”). The May 2023 Dividends will be paid on June 22, 2023 to stockholders of record as of the close of business on June 1, 2023.

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

OVERVIEW

The following discussion and analysis should be read in conjunction with the unaudited Consolidated Financial Statements and the Notes to Consolidated Financial Statements.

Our fiscal year ends on the final Thursday of June each year, and typically consists of fifty-two weeks (four thirteen-week quarters). Additional information on the comparability of the periods presented is as follows:

•References herein to fiscal 2023 and fiscal 2022 are to the 52 week fiscal year ending June 29, 2023 and the 53 week fiscal year ended June 30, 2022, respectively.

•References herein to the third quarter of fiscal 2023 and fiscal 2022 are to the quarters ended March 30, 2023 and March 24, 2022, respectively.

•References herein to the first three quarters or first thirty-nine weeks of fiscal 2023 and fiscal 2022 are to the thirty-nine weeks ended March 30, 2023 and March 24, 2022, respectively.

As used herein, unless the context otherwise indicates, the terms “we”, “us”, “our” or “Company” collectively refer to John B. Sanfilippo & Son, Inc. and our wholly-owned subsidiary, JBSS Ventures, LLC.

We are one of the leading processors and distributors of peanuts, pecans, cashews, walnuts, almonds and other nuts in the United States. These nuts are sold under our Fisher, Orchard Valley Harvest, Squirrel Brand and Southern Style Nuts brand names and under a variety of private brands. We also market and distribute, and in most cases, manufacture or process, a diverse product line of food and snack products, including peanut butter, almond butter, cashew butter, candy and confections, snack and trail mixes, nutrition bars, snack bites, sunflower kernels, dried fruit, corn snacks, chickpea snacks, sesame sticks and other sesame snack products under our brand names and under private brands. In addition, with our acquisition of the Just the Cheese brand, we have expanded our product offerings to include baked cheese snack products on a branded and private label basis. We distribute our products in the consumer, commercial ingredients and contract packaging distribution channels.

During fiscal 2022, we created a Long-Range Plan to define our future growth priorities. Our Long-Range Plan focuses on growing our non-branded business across key customers, as well as transforming Fisher, Orchard Valley Harvest and Squirrel Brand into leading brands while increasing distribution and diversifying our portfolio into high growth snacking segments. We plan to execute on our Long-Range Plan by providing our non-branded customers with value-added solutions based on our extensive industry and consumer expertise with innovative products such as our newly developed product line of private brand nutrition bars which were introduced during the current third quarter. We will grow our branded business by reaching new consumers via product expansion and packaging innovation, expanding distribution across current and alternative channels, diversifying our product offerings and focusing on new ways for consumers to buy our products, including sales via e-commerce platforms. This Long-Range Plan also contemplates increasing our sales through product innovation and targeted, opportunistic acquisitions, such as the acquisition of the Just the Cheese brand completed during the second quarter of fiscal 2023.

We will continue to focus our promotional and advertising activity to invest in our brands to achieve growth. We intend to execute an omnichannel approach to win in key categories including recipe nuts, snack nuts, trail mix and other snacking categories. We continue to see e-commerce growth across our branded portfolio and anticipate taking various actions with the goal of accelerating that growth across a variety of established and emerging platforms. We will continue to face the ongoing challenges specific to our business, such as food safety and regulatory issues and the maintenance and growth of our customer base for branded and private label products. See the information referenced in Part II, Item 1A — “Risk Factors” of this report for additional information about our risks, challenges and uncertainties.

We face a number of challenges in the future, which include the impacts of ongoing inflation in food and other input prices, rising interest rates that reduce economic growth, potential for economic downturn in the markets in which we operate and continued supply chain challenges. We have also experienced a tightening in the labor market for those employed at our production facilities, which has led to increased labor costs.

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Inflation and Consumer Trends

We face changing industry trends as consumers' purchasing preferences evolve. Due to significant inflation, including higher commodity acquisition costs in fiscal 2022, we have seen higher selling prices at retail. With higher prices across our categories and the broader food market, and also due to any actual or potential economic downturn, consumers may purchase fewer snack products. We have seen this through the decline in the recipe and snack nut categories during the current fiscal year, as consumers shift their preferences to private brands or lower priced nuts or purchase snack products outside the nut and trail mix category. With the inflationary environment, we are also seeing signs of consumers shifting to more value-focused retailers, such as mass merchandising retailers, club stores and dollar stores, not all of which we distribute or sell to.

Supply Chain and Transportation

In recent quarters, we have faced challenges with shortages and cost increases for shipping pallets, packaging, imported ingredients, transportation and shipping availability. The conflict in Ukraine has further exacerbated supply chain disruptions, especially related to sunflower oil used in roasting nut products and sunflower lecithin used in many confectionery ingredients. Global supply is improving but is reliant on continued Ukraine shipments. We have been able to temporarily mitigate our risk for these ingredients by working with customers and suppliers to secure additional sourcing or reformulate products. Overall packaging costs appear to be leveling off but remain well above historical levels. In addition, we are seeing some relief in select ingredient categories with reformulations and substitutions, but lead-times remain long compared to historical lead-times.

We have also experienced supply chain issues related to a shortage in capacity in the transportation industry. This tightening in transportation capacity began to ease during the third quarter of fiscal 2022 and has continued to ease into fiscal 2023 due to inflationary costs decreasing demand in the freight market. Although we have seen stabilization in truckload capacity and volume at U.S. ports and improvements with driver hiring, there are still warehouse and dock staff shortages and fuel and energy concerns due to continued unrest abroad coupled with persistent inflation. Fuel prices that were at record highs during spring and summer 2022 have begun to decrease, yet still remain volatile. While there are indicators of transportation cost improvement, and despite our mitigation of some of the transportation shortages and maintaining high service levels, we may continue to face an unpredictable transportation environment. There is no guarantee that our mitigation strategies will continue to be effective, that any transportation capacity easing will continue or that transportation prices will return to more normalized levels.

These shortages and related challenges have impacted our operations and resulted in increased expenses and manufacturing inefficiencies that have negatively impacted (and may continue to impact) our net income. We anticipate pricing relief in some of these areas in the coming quarters, if and as shortages decrease and supply chains normalize; however, we expect that some costs may remain elevated or unpredictable for a longer period of time, particularly as the conflict in Ukraine continues.

We are working, and will continue to work, with our vendors, customers and suppliers to source additional raw materials and packaging supplies and to remain flexible in obtaining the transportation and labor services we need. If these shortages and other supply chain issues continue to create a challenge in securing adequate supplies to fulfill customer orders, or we cannot obtain the transportation and labor services needed, such shortages and supply chain issues could have an unfavorable impact on net sales and our operations during the remainder of fiscal year 2023 and into fiscal 2024. Additionally, as costs increase due to these issues or due to overall inflationary pressures, there is an additional risk of not being able to pass (in part or in full) such potential cost increases onto our customers or in a timely manner. If we cannot align costs with prices for our products, our operating performance could be adversely impacted.

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QUARTERLY HIGHLIGHTS

Our net sales of $238.5 million for the third quarter of fiscal 2023 increased 9.1% from our net sales of $218.6 million for the third quarter of fiscal 2022. Net sales for the first thirty-nine weeks of fiscal 2023 increased by $67.3 million, or 9.6%, to $765.5 million compared to the first thirty-nine weeks of fiscal 2022.

Sales volume, measured as pounds sold to customers, increased 5.0% for the third quarter of fiscal 2023 compared to the third quarter of fiscal 2022. Sales volume for the first thirty-nine weeks of fiscal 2023 increased 0.8% compared to the first thirty-nine weeks of fiscal 2022.

Gross profit increased by $10.4 million, and our gross profit margin, as a percentage of net sales, increased to 20.9% for the third quarter of fiscal 2023 compared to 18.0% for the third quarter of fiscal 2022. Gross profit increased $13.5 million, and our gross profit margin was unchanged at 20.5% for both the first thirty-nine weeks of fiscal 2023 and fiscal 2022.

Total operating expenses for the third quarter of fiscal 2023 increased by $6.0 million, or 27.1%, compared to the third quarter of fiscal 2022. As a percentage of net sales, total operating expenses in the third quarter of fiscal 2023 increased to 11.7% from 10.1% for the third quarter of fiscal 2022. For the first thirty-nine weeks of fiscal 2023, total operating expenses increased $7.8 million, and total operating expenses as a percentage of net sales was unchanged at 11.5% compared to the first thirty-nine weeks of fiscal 2022.

The total value of inventories on hand at the end of the third quarter of fiscal 2023 decreased $20.8 million, or 9.8%, in comparison to the total value of inventories on hand at the end of the third quarter of fiscal 2022.

We have seen acquisition costs for all major tree nuts decrease and acquisition costs for peanuts increase modestly in the 2022 crop year (which falls into our current 2023 fiscal year). We completed procurement of inshell walnuts during the first half of fiscal 2022, and the final total payments due to our walnut growers were determined in the current quarter. The final prices paid, and remaining to be paid to the walnut growers, were based upon current market prices and other factors, such as crop size and export demand. A large majority of payments to walnut growers were completed in the third quarter of fiscal 2023. Remaining amounts to be paid to walnut growers as of March 30, 2023 are final and are not subject to revision. We increased our walnut grower liability by approximately $1.2 million during the third quarter of fiscal 2023, as the final payments due to walnut growers are slightly more than the amounts estimated at the end of the second quarter. This increase is insignificant compared to our total inshell walnut procurement costs for the year, and the portion of the adjustment to cost of sales was immaterial to our results of operations.

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RESULTS OF OPERATIONS

Net Sales

Our net sales increased 9.1% to $238.5 million in the third quarter of fiscal 2023 compared to net sales of $218.6 million for the third quarter of fiscal 2022. The increase in net sales was attributable to a 5.0% increase in sales volume, which is defined as pounds sold to customers, and a 3.9% increase in the weighted average sales price per pound. The increase in the weighted average selling price per pound was mainly due to the normalization of selling prices with tree nut acquisition costs, as well as higher commodity acquisition costs for peanuts and dried fruit. The increase in sales volume was primarily driven by increased sales of peanut butter.

For the first thirty-nine weeks of fiscal 2023 our net sales were $765.5 million, an increase of $67.3 million, or 9.6%, compared to the same period of fiscal 2022. The increase in net sales was primarily attributable to a 8.8% increase in the weighted average selling price per pound, and a 0.8% increase in sales volume. The increase in the weighted average selling price resulted from higher commodity acquisition costs for pecans, cashews, peanuts and dried fruit.

The following table summarizes sales by product type as a percentage of total gross sales. The information is based upon gross sales, rather than net sales, because certain adjustments, such as promotional discounts, are not allocable to product type.

	For the Quarter Ended						For the Thirty-Nine Weeks Ended
Product Type	March 30, 2023			March 24, 2022			March 30, 2023			March 24, 2022
Peanuts & Peanut Butter		20.1	%		18.8	%		18.5	%		17.6	%
Pecans		8.0			6.9			12.2			10.7
Cashews & Mixed Nuts		22.0			23.8			20.9			22.7
Walnuts		4.8			4.6			5.8			5.9
Almonds		9.3			10.7			8.9			10.1
Trail & Snack Mixes		28.2			28.4			27.0			26.7
Other		7.6			6.8			6.7			6.3
Total		100.0	%		100.0	%		100.0	%		100.0	%

The following table shows a comparison of net sales by distribution channel (dollars in thousands):

	For the Quarter Ended
Distribution Channel	March 30, 2023		Percentage of Total			March 24, 2022		Percentage of Total			$  Change		% Change
Consumer (1)	$	185,128		77.6	%	$	173,648		79.4	%	$	11,480		6.6	%
Commercial Ingredients		30,901		13.0			25,514		11.7		$	5,387		21.1
Contract Packaging		22,506		9.4			19,422		8.9		$	3,084		15.9
Total	$	238,535		100.0	%	$	218,584		100.0	%	$	19,951		9.1	%

(1)Sales of branded products were approximately 18% of total consumer sales during each of the third quarters of fiscal 2023 and fiscal 2022. Fisher branded products were approximately 52% and 55% of branded sales during the third quarter of fiscal 2023 and fiscal 2022, respectively, with Orchard Valley Harvest branded products accounting for the majority of the remaining branded product sales.

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The following table shows a comparison of net sales by distribution channel (dollars in thousands):

	For the Thirty-Nine Weeks Ended
Distribution Channel	March 30, 2023		Percentage of Total			March 24, 2022		Percentage of Total			$  Change		% Change
Consumer (1)	$	606,188		79.2	%	$	556,888		79.8	%	$	49,300		8.9	%
Commercial Ingredients		90,827		11.9			81,426		11.6		$	9,401		11.5
Contract Packaging		68,449		8.9			59,806		8.6		$	8,643		14.5
Total	$	765,464		100.0	%	$	698,120		100.0	%	$	67,344		9.6	%

(1)Sales of branded products were approximately 22% of total consumer sales during each of the first thirty-nine weeks of fiscal 2023 and fiscal 2022. Fisher branded products were approximately 66% and 64% of branded sales during the first thirty-nine weeks of fiscal 2023 and fiscal 2022, respectively, with Orchard Valley Harvest branded products accounting for the majority of the remaining branded product sales.

Net sales in the consumer distribution channel increased $11.5 million, or 6.6%, and sales volume increased 2.1% in the third quarter of fiscal 2023 compared to the third quarter of fiscal 2022. The sales volume increase was mostly driven by an increase in private brand sales volume due to new private brand peanut butter business at a mass merchandising retailer and increased peanut butter distribution at a grocery store retailer. Also contributing to the increase was a 20.8% increase in sales volume of Orchard Valley Harvest products due to the timing of sales to a major customer in the non-food sector who delayed their orders from the previous quarter and increased promotional support at the same customer. These increases were substantially offset by lost private brand distribution at a grocery store retailer that occurred in the fourth quarter of fiscal 2022. Sales volume of Fisher snack nuts decreased 16.7% due to decreased merchandising activity at a major customer and a seasonal rotation at a club store that did not repeat in the current quarter. Sales volume of Fisher recipe nuts increased 6.4% as a result of increased distribution at a mass merchandising retailer.

In the first thirty-nine weeks of fiscal 2023, net sales in the consumer distribution channel increased $49.3 million, or 8.9%, and sales volume decreased 0.3% compared to the same period of fiscal 2022. The sales volume decrease was driven by lost private brand distribution at the grocery store retailer cited in the quarterly comparison, which was largely offset by increased distribution at a mass merchandising retailer and at a grocery store retailer.

Net sales in the commercial ingredients distribution channel increased 21.1% in dollars and 18.9% in sales volume in the third quarter of fiscal 2023 compared to the third quarter of fiscal 2022. The increase in sales volume was due to a 30.5% increase in sales volume to foodservice customers due to increased peanut butter distribution at existing customers.

In the first thirty-nine weeks of fiscal 2023, net sales in the commercial ingredients distribution channel increased 11.5% in dollars and 3.9% in sales volume compared to the same period of fiscal 2022. The increase in sales volume was due to a 15.3% increase in sales volume to foodservice customers for the reason cited in the quarterly comparison and also due to the continued recovery in the restaurant industry from the impacts of COVID-19 restrictions. This increase was partially offset by lower sales of bulk products to other food manufacturers as a result of reduced consumption from softened consumer spending.

Net sales in the contract packaging distribution channel increased 15.9% in dollars and 7.5% in sales volume in the third quarter of fiscal 2023 compared to the third quarter of fiscal 2022. The increase in sales volume was primarily due to increased peanut and cashew distribution by an existing major customer.

In the first thirty-nine weeks of fiscal 2023, net sales in the contract packaging distribution channel increased 14.5% in dollars and sales volume increased 4.2% compared to the same period of fiscal 2022. The increase in sales volume was primarily attributable to the reason cited in the quarterly comparison and business with a new customer.

Gross Profit

Gross profit increased by $10.4 million, or 26.3%, to $49.8 million for the third quarter of fiscal 2023 compared to the third quarter of fiscal 2022. Our gross profit margin, as a percentage of net sales, increased to 20.9% for the third quarter of fiscal 2023 compared to 18.0% for the third quarter of fiscal 2022, as gross profit margins returned to more normalized levels. The prior comparable quarter gross profit margin was negatively impacted by higher than anticipated commodity acquisition costs and other inflationary cost increases. The increase in gross profit was mainly due to the reasons noted above and increased sales volume.

22

Gross profit was $156.9 million for the first thirty-nine weeks of fiscal 2023 compared to $143.4 million for the first thirty-nine weeks of fiscal 2022 primarily due to a higher net sales base. Our gross profit margin, as a percentage of sales, was unchanged at 20.5% for both the first thirty-nine weeks of fiscal 2023 and fiscal 2022.

Operating Expenses

Total operating expenses for the third quarter of fiscal 2023 increased by $6.0 million, or 27.1%, to $28.0 million. Operating expenses increased to 11.7% of net sales for the third quarter of fiscal 2023 compared to 10.1% of net sales for the third quarter of fiscal 2022.

Selling expenses for the third quarter of fiscal 2023 were $18.1 million, an increase of $2.5 million, or 16.2%, from the third quarter of fiscal 2022. The increase was driven primarily by a $2.3 million increase in compensation expense, primarily related to incentive compensation, a $0.4 million increase in consumer insight research and related consulting expenses, a $0.2 million increase in sales broker commission expense and a $0.2 million increase in sample expense related to a new product line launched in the current third quarter. These increases were partially offset by a $0.8 million decrease in freight expense due to a decrease in freight rates.

Administrative expenses for the third quarter of fiscal 2023 were $9.8 million compared to $6.4 million for the third quarter of fiscal 2022. The increase was due to a $2.8 million increase in compensation expense, primarily related to incentive compensation, and a $0.5 million decrease in miscellaneous income as a result of a one-time gain in the comparable quarter which did not reoccur in the current quarter.

Total operating expenses for the first thirty-nine weeks of fiscal 2023 increased by $7.8 million, or 9.7%, to $88.2 million. Operating expenses as a percentage of net sales was unchanged at 11.5% for both the first thirty-nine weeks of fiscal 2023 and fiscal 2022.

Selling expenses for the first thirty-nine weeks of fiscal 2023 were $57.9 million, an increase of $1.0 million, or 1.8%, from the amount recorded for the first thirty-nine weeks of fiscal 2022. The increase was driven primarily by a $3.1 million increase in compensation expense, primarily related to incentive compensation, a $0.7 million increase in sales broker commission expense and a $0.4 million increase in sample expense for the same reason cited in the quarterly comparison. These increases were partially offset by a $2.1 million decrease in freight expense due to a decrease in freight rates and $1.7 million decrease in advertising, consumer insight research and related consulting expenses.

Administrative expenses for the first thirty-nine weeks of fiscal 2023 were $30.3 million, an increase of $4.4 million, or 17.1%, compared to the same period of fiscal 2022. The increase was primarily due to a $4.0 million increase in compensation expense, primarily related to incentive compensation, and a $0.6 million increase in audit and legal expenses primarily for Acquisition-related costs, which were partially offset by a $0.5 million decrease in the loss on asset disposals.

The $2.3 million gain on sale of facility in the first thirty-nine weeks of fiscal 2022 was the result of the sale of our Garysburg, North Carolina facility.

Income from Operations

Due to the factors discussed above, income from operations was $21.8 million, or 9.1% of net sales, for the third quarter of fiscal 2023 compared to $17.4 million, or 8.0% of net sales, for the third quarter of fiscal 2022.

Due to the factors discussed above, income from operations was $68.7 million, or 9.0% of net sales, for the first thirty-nine weeks of fiscal 2023 compared to $63.0 million, or 9.0% of net sales, for the first thirty-nine weeks of fiscal 2022.

Interest Expense

Interest expense was $0.6 million for the third quarter of fiscal 2023 compared to $0.5 million for the third quarter of fiscal 2022. Interest expense was $1.8 million for the first thirty-nine weeks of fiscal 2023 compared to $1.3 million for the first thirty-nine weeks of fiscal 2022. The increase in interest expense for both the quarterly and year to date comparisons was due to higher weighted average interest rates.

Rental and Miscellaneous Expense, Net

Net rental and miscellaneous expense was $0.4 million for both the third quarter of fiscal 2023 and fiscal 2022. Net rental and miscellaneous expense was $1.1 million for both the first thirty-nine weeks of fiscal 2023 and fiscal 2022.

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Pension Expense (Excluding Service Costs)

Pension expense (excluding service costs) was $0.3 million for the third quarter of fiscal 2023 compared to $0.6 million for the third quarter of fiscal 2022. Pension expense (excluding service costs) was $1.0 million for the first thirty-nine weeks of fiscal 2023 compared to $1.9 million for the first thirty-nine weeks of fiscal 2022. The decrease in pension expense (excluding service costs) for both the quarterly and year to date comparisons was primarily due to a decrease in the unrecognized net loss remaining to be amortized, which was a result of a large actuarial gain in the prior fiscal year.

Income Tax Expense

Income tax expense was $4.8 million, or 23.4% of income before income taxes (the “Effective Tax Rate”), for the third quarter of fiscal 2023 compared to $4.0 million, or 25.2% of income before income taxes, for the third quarter of fiscal 2022. The decrease in the Effective Tax Rate for the quarterly comparison is primarily due to a decrease in state income tax expense. For the first thirty-nine weeks of fiscal 2023, income tax expense was $16.6 million, or 25.6% of income before income taxes, compared to $14.4 million, or 24.5% of income before income taxes, for the comparable period last year. The increase in the Effective Tax Rate for the current thirty-nine week period is mainly due to the favorable impact of $0.7 million of discrete tax benefits from share-based compensation recognized in the second quarter of fiscal 2022 that did not reoccur in the current fiscal year.

Net Income

Net income was $15.7 million, or $1.36 per common share basic and $1.35 per common share diluted, for the third quarter of fiscal 2023, compared to $11.9 million, or $1.03 per common share basic and $1.02 per common share diluted, for the third quarter of fiscal 2022.

Net income was $48.2 million, or $4.16 per common share basic and $4.14 per common share diluted, for the first thirty-nine weeks of fiscal 2023, compared to net income of $44.4 million, or $3.85 per common share basic and $3.83 per common share diluted, for the first thirty-nine weeks of fiscal 2022.

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LIQUIDITY AND CAPITAL RESOURCES

General

The primary uses of cash are to fund our current operations, fulfill contractual obligations, pursue our Long-Range Plan through growing our branded and private label programs, return cash to our stockholders through dividends, repay indebtedness and pay amounts owed under the Retirement Plan. Also, various uncertainties, including cost uncertainties, could result in additional uses of cash. The primary sources of cash are results of operations and availability under our Credit Facility. We anticipate that expected net cash flow generated from operations and amounts available pursuant to the Credit Facility will be sufficient to fund our operations for the next twelve months. Our available credit under our Credit Facility has allowed us to devote more funds to promote our products, increase consumer insight capabilities and promotional efforts, reinvest in the Company through capital expenditures, develop new products, pay cash dividends, consummate strategic investments and business acquisitions, such as the Acquisition, and explore other growth strategies outlined in our Long-Range Plan.

Cash flows from operating activities have historically been driven by net income but are also significantly influenced by inventory requirements, which can change based upon fluctuations in both quantities and market prices of the various nuts and nut products we buy and sell. Current market trends in nut prices and crop estimates also impact nut procurement.

The following table sets forth certain cash flow information for the first three quarters of fiscal 2023 and 2022, respectively (dollars in thousands):

	March 30, 2023			March 24, 2022			$ Change
Operating activities	$	72,389		$	(12,555	)	$	84,944
Investing activities		(19,142	)		(6,488	)		(12,654	)
Financing activities		(53,297	)		19,038			(72,335	)
Net decrease in cash	$	(50	)	$	(5	)	$	(45	)

Operating Activities Net cash provided by operating activities was $72.4 million for the first thirty-nine weeks of fiscal 2023 compared to net cash used in operating activities of $12.6 million for the comparative period of fiscal 2022. The increase in operating cash flow was primarily due to a decreased use of working capital for inventory compared to the first thirty-nine weeks of fiscal 2022 as a result of decreasing commodity acquisition costs.

Total inventories were $190.4 million at March 30, 2023, a decrease of $14.5 million, or 7.1%, from the inventory balance at June 30, 2022, and a decrease of $20.8 million, or 9.8%, from the inventory balance at March 24, 2022. The decrease in inventories at March 30, 2023 compared to June 30, 2022 was primarily due to lower commodity acquisition costs for all major tree nuts and lower quantities of work-in-process and finished goods on hand, which were partially offset by higher quantities of pecans, walnuts, cashews and other raw materials. The decrease in inventories at March 30, 2023 compared to March 24, 2022 was primarily due to lower commodity acquisition costs for all major tree nuts. This decrease was partially offset by higher acquisition costs for peanuts and other raw materials and higher quantities of other raw materials and cashews on hand.

Raw nut and dried fruit input stocks, some of which are classified as work-in-process, increased by 1.1 million pounds, or 1.8%, at March 30, 2023 compared to March 24, 2022 due to higher quantities of inshell walnuts and cashews on hand, partially offset by lower quantities of almonds and inshell pecans. The weighted average cost per pound of raw nut input stocks on hand at the end of the third quarter of fiscal 2023 decreased 24.1% compared to the end of the third quarter of fiscal 2022 primarily due to lower commodity acquisition costs for all major tree nuts.

Investing Activities Cash used in investing activities was $19.1 million during the first thirty-nine weeks of fiscal 2023 compared to $6.5 million for the same period last year. The increase in cash used in investing activities was partially attributable to the $3.9 million of net proceeds received from the disposition of the Garysburg, North Carolina facility, which occurred in the first quarter of fiscal 2022, and the $3.2 million of cash proceeds resulting from the Sanfilippo family's exercise of their contractual purchase option and our resulting sale of certain life insurance policies to the Sanfilippo family, which occurred in the third quarter of fiscal 2022. Neither event reoccurred in the current fiscal year. The $3.5 million purchase price for the acquisition of the Just the Cheese brand also contributed to the increase in cash used for investing activities. Capital asset purchases were $15.6 million during the first thirty-nine weeks of fiscal 2023 compared to $12.8 million for the first thirty-nine weeks of fiscal 2022. We expect total capital expenditures for new equipment, facility upgrades, and food safety enhancements for fiscal 2023 to be approximately $20.0 to $23.0 million. Absent any material acquisitions or other significant investments, we believe that cash on hand, combined with cash provided by operations and borrowings available under the Credit Facility, will be sufficient to meet the cash requirements for planned capital expenditures.

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Financing Activities Cash used in financing activities was $53.3 million during the first thirty-nine weeks of fiscal 2023 compared to cash provided of $19.0 million for the same period last year. Net repayments under our Credit Facility were $12.6 million during the first thirty-nine weeks of fiscal 2023 compared to net borrowings of $57.2 million for the first thirty-nine weeks of fiscal 2022. The decrease in credit facility borrowings was primarily due to decreasing commodity acquisition costs. Dividends paid in the first half of fiscal 2023 were approximately $3.0 million higher than dividends paid in the same period last year.

Real Estate Matters

In August 2008, we completed the consolidation of our Chicago-based facilities into our Elgin headquarters (“Elgin Site”). The Elgin Site includes both an office building and a warehouse. We are currently attempting to find additional tenants for the available space in the office building at the Elgin Site. Until additional tenant(s) are found, we will not receive the benefit of rental income associated with such space. Approximately 69% of the rentable area in the office building is currently vacant. Approximately 29% of the rentable area has not been built-out. There can be no assurance that we will be able to lease the unoccupied space and further capital expenditures will likely be necessary to lease the remaining space.

Financing Arrangements

On February 7, 2008, we entered into the Former Credit Agreement (as defined below) with a bank group (the “Bank Lenders”) providing a $117.5 million revolving loan commitment and letter of credit subfacility. Also on February 7, 2008, we entered into a Loan Agreement with an insurance company providing us with term loans for an aggregate amount of $45.0 million (as amended, the “Mortgage Facility”).

On March 5, 2020, we entered into an Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”) which amended and restated our Credit Agreement dated as of February 7, 2008 (the “Former Credit Agreement”). The Amended and Restated Credit Agreement provides for a $117.5 million senior secured revolving credit facility with the same borrowing capacity, interest rates and applicable margin as the Former Credit Agreement and extends the term of the Former Credit Agreement from July 7, 2021 to March 5, 2025.

The Amended and Restated Credit Facility is secured by substantially all of our assets other than machinery and equipment, real property, and fixtures and matures on March 5, 2025. The Mortgage Facility was secured by mortgages on essentially all of our owned real property located in Elgin, Illinois and Gustine, California, but such mortgages have been released in connection with the maturity and repayment of such facility as described below.

Credit Facility

At our election, borrowings under the Credit Facility currently accrue interest at either (i) a rate determined pursuant to the administrative agent’s prime rate plus an applicable margin determined by reference to the amount of loans which may be advanced under the borrowing base calculation, ranging from 0.25% to 0.75% or (ii) a rate based upon the London interbank offered rate plus an applicable margin based upon the borrowing base calculation, ranging from 1.25% to 1.75%.

At March 30, 2023, the weighted average interest rate for the Credit Facility was 7.2%. The terms of the Credit Facility contain covenants that, among other things, require us to restrict investments, indebtedness, acquisitions and certain sales of assets and limit annual cash dividends or distributions, transactions with affiliates, redemptions of capital stock and prepayment of indebtedness (if such prepayment, among other things, is of a subordinate debt). If loan availability under the borrowing base calculation falls below $25.0 million, we will be required to maintain a specified fixed charge coverage ratio, tested on a monthly basis, until loan availability equals or exceeds $25.0 million for three consecutive months. All cash received from customers is required to be applied against the Credit Facility. The Bank Lenders have the option to accelerate and demand immediate repayment of our obligations under the Credit Facility in the event of default on the payments required under the Credit Facility, a change in control in the ownership of the Company, non-compliance with the financial covenant or upon the occurrence of other defaults by us under the Credit Facility. As of March 30, 2023, we were in compliance with all covenants under the Credit Facility and we currently expect to be in compliance with the financial covenant in the Credit Facility for the foreseeable future. At March 30, 2023, we had $85.5 million of available credit under the Credit Facility. If this entire amount were borrowed at March 30, 2023, we would still be in compliance with all restrictive covenants under the Credit Facility.

Mortgage Facility

The Mortgage Facility was repaid in full in February 2023 and the related mortgages on our owned real property located in Elgin, Illinois and Gustine, California have been released.

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Selma Property

In September 2006, we sold our Selma, Texas properties (the “Selma Properties”) to two related party partnerships for $14.3 million and are leasing them back. The selling price was determined by an independent appraiser to be the fair market value which also approximated our carrying value. The lease for the Selma Properties has a ten-year term at a fair market value rent with three five-year renewal options. In September 2015, we exercised two of the five-year renewal options which extended the lease term to September 2026. The lease extension also reduced the monthly lease payment on the Selma Properties, beginning in September 2016, to reflect then current market conditions. At the end of each five-year renewal option, the base monthly lease amounts are reassessed, and the monthly payments increased to $114 beginning in September 2021. One five-year renewal option remains. Also, we have an option to purchase the Selma Properties from the owner at 95% (100% in certain circumstances) of the then fair market value, but not less than the original $14.3 million purchase price. The provisions of the arrangement are not eligible for sale-leaseback accounting and the $14.3 million was recorded as a debt obligation. No gain or loss was recorded on the Selma Properties transaction. As of March 30, 2023, $7.9 million of the debt obligation was outstanding.

Critical Accounting Policies and Estimates

For information regarding our Critical Accounting Policies and Estimates, see the “Critical Accounting Policies and Estimates” section of “Item 7 – Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K for the fiscal year ended June 30, 2022.

Recent Accounting Pronouncements

Refer to Note 15 – “Recent Accounting Pronouncements” of the Notes to Consolidated Financial Statements, contained in Part I, Item 1 of this form 10-Q, for a discussion of recently issued and adopted accounting pronouncements.

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FORWARD LOOKING STATEMENTS

Some of the statements in this report are forward-looking. These forward-looking statements may be generally identified by the use of forward-looking words and phrases such as “will”, “intends”, “may”, “believes”, “anticipates”, “should” and “expects” and are based on the Company’s current expectations or beliefs concerning future events and involve risks and uncertainties. Consequently, the Company’s actual results could differ materially. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events or other factors that affect the subject of these statements, except where expressly required to do so by law. Among the factors that could cause results to differ materially from current expectations are: (i) sales activity for the Company’s products, such as a decline in sales to one or more key customers (of branded products, private label products or otherwise), or to customers generally, in some or all channels, a change in product mix to lower price products, a decline in sales of private brand products or changing consumer preferences, including a shift from higher margin products to lower margin products; (ii) changes in the availability and costs of raw materials and ingredients and the impact of fixed price commitments with customers; (iii) the ability to pass on price increases to customers if commodity costs rise and the potential for a negative impact on demand for, and sales of, our products from price increases; (iv) the ability to measure and estimate bulk inventory, fluctuations in the value and quantity of the Company’s nut inventories due to fluctuations in the market prices of nuts and bulk inventory estimation adjustments, respectively; (v) the Company’s ability to appropriately respond to, or lessen the negative impact of, competitive and pricing pressures, including competition in the recipe nut category; (vi) losses associated with product recalls, product contamination, food labeling or other food safety issues, or the potential for lost sales or product liability if customers lose confidence in the safety of the Company’s products or in nuts or nut products in general, or are harmed as a result of using the Company’s products; (vii) the ability of the Company to control costs (including inflationary costs) and manage shortages in areas such as inputs, transportation and labor; (viii) uncertainty in economic conditions, including the potential for inflation or economic downturn; (ix) the timing and occurrence (or nonoccurrence) of other transactions and events which may be subject to circumstances beyond the Company’s control; (x) the adverse effect of labor unrest or disputes, litigation and/or legal settlements, including potential unfavorable outcomes exceeding any amounts accrued; (xi) losses due to significant disruptions at any of our production or processing facilities or employee unavailability due to labor shortages, illness or quarantine; (xii) the ability to implement our Long-Range Plan, including growing our branded and private brand product sales, diversifying our product offerings and expanding into alternative sales channels; (xiii) technology disruptions or failures or the occurrence of cybersecurity incidents or breaches; (xiv) the inability to protect the Company’s brand value, intellectual property or avoid intellectual property disputes; (xv) our ability to manage the impacts of changing weather patterns on raw material availability due to climate change; and (xvi) the ability of the Company to respond to or manage the outbreak of COVID-19 or other infectious diseases and the various implications thereof.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

There has been no material change in our assessment of our sensitivity to market risk since our presentation set forth in Part I - Item 7A “Quantitative and Qualitative Disclosures About Market Risk,” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2022.

Item 4. Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of March 30, 2023. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of March 30, 2023, the Company’s disclosure controls and procedures were effective.

In connection with the evaluation by our management, including our Chief Executive Officer and Chief Financial Officer, there were no changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the quarter ended March 30, 2023 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

For a discussion of legal proceedings, see Note 12 – “Commitments and Contingent Liabilities” in Part I, Item 1 of this Form 10-Q.

Item 1A. Risk Factors

In addition to the other information set forth in this report on Form 10-Q, you should also consider the factors, risks and uncertainties which could materially affect our Company’s business, financial condition or future results as discussed in Part I, Item 1A – “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended June 30, 2022. There were no significant changes to the risk factors identified on the Form 10-K for the fiscal year ended June 30, 2022 during the third quarter of fiscal 2023.

See Part I, Item 2 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” in this Form 10-Q, and see Part II, Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2022.

Item 6. Exhibits

The exhibits filed herewith are listed in the exhibit index below.

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EXHIBIT INDEX

(Pursuant to Item 601 of Regulation S-K)

Exhibit No.	Description
3.1	Restated Certificate of Incorporation of the Company (incorporated by reference from Exhibit 3.1 to the Form 10-Q for the quarter ended March 24, 2005)
3.2	Amended and Restated Bylaws of the Company (incorporated by reference from Exhibit 3.2 to the Form 10-K for the fiscal year ended June 25, 2015)
*10.1	Amended and Restated John B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement Number Two among Michael J. Valentine, as trustee of the Valentine Life Insurance Trust, Mathias Valentine, Mary Valentine and the Company, dated December 31, 2003 (incorporated by reference from Exhibit 10.35 to the Form 10-Q for the quarter ended December 25, 2003)
*10.2	Amendment, dated February 12, 2004, to Amended and Restated John B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement Number Two among Michael J. Valentine, as trustee of the Valentine Life Insurance Trust, Mathias Valentine, Mary Valentine and the Company, dated December 31, 2003 (incorporated by reference from Exhibit 10.47 to the Form 10-Q for the quarter ended March 25, 2004)
*10.3	Restated Supplemental Retirement Plan (incorporated by reference from Exhibit 10.16 to the Form 10-K for the fiscal year ended June 28, 2007)
*10.4	Form of Indemnification Agreement (incorporated by reference from Exhibit 10.01 to the Form 8-K filed on May 5, 2009)
*10.5	2014 Omnibus Incentive Plan (incorporated by reference from Exhibit 4.1 to the Registration Statement on Form S-8 filed on October 28, 2014)
*10.6	Amendment No. 1 to the 2014 Omnibus Incentive Plan (incorporated by reference from Exhibit 10.12 to the Form 10-K for the year ended June 30, 2016)
*10.7	Form of Non-Employee Director Restricted Stock Unit Award Agreement (non-deferral) under 2014 Omnibus Plan (fiscal 2021, 2022 and 2023 awards cycle) (incorporated by reference from Exhibit 10.38 to the Form 10-Q for the quarter ended December 24, 2015)
*10.8	Form of Non-Employee Director Restricted Stock Unit Award Agreement (deferral) under 2014 Omnibus Plan (fiscal 2021 and 2022 awards cycle) (incorporated by reference from Exhibit 10.39 to the Form 10-Q for the quarter ended December 24, 2015)
*10.9	Form of Employee Restricted Stock Unit Award Agreement under 2014 Omnibus Plan (fiscal 2021, 2022 and 2023 awards cycle) (incorporated by reference from Exhibit 10.10 to the Form 10-Q for the quarter ended December 24, 2020)
*10.10	Form of Employee Restricted Stock Unit Award Agreement under 2014 Omnibus Plan (fiscal 2023 awards cycle) (incorporated by reference from Exhibit 10.10 to the Form 10-Q for the quarter ended December 29, 2022)
*10.11	Amended and Restated Sanfilippo Value Added Plan, dated August 20, 2015 (incorporated by reference from Exhibit 10.11 to the Form 10-K for the year ended June 25, 2015)
10.12	Amended and restated Credit Agreement dated as of March 5, 2020, by and among John B. Sanfilippo & Son, Inc., Wells Fargo Capital Finance, LLC (f/k/a WFF), as a lender and the administrative agent, and Southwest Georgia Farm Credit, ACA, as a lender. (incorporated by reference from Exhibit 10.1 to the Form 8-K filed on March 11, 2020)
10.13	Amended and Restated John B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement Number One among John E. Sanfilippo, as trustee of the Jasper and Marian Sanfilippo Irrevocable Trust, dated September 23, 1990, Jasper B. Sanfilippo, Marian R. Sanfilippo and Registrant, dated December 31, 2003 (incorporated by reference from Exhibit 10.34 to the Form 10-Q for the quarter ended December 25, 2003)
10.14	Amendment, dated February 12, 2004, to Amended and Restated John B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement Number One among John E. Sanfilippo, as trustee of the Jasper and Marian Sanfilippo Irrevocable Trust, dated September 23, 1990, Jasper B. Sanfilippo, Marian R. Sanfilippo and Registrant, dated December 31, 2003 (incorporated by reference from Exhibit 10.46 to the Form 10-Q for the quarter ended March 25, 2004)

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Exhibit No.	Description
10.15	Split-Dollar Insurance Agreement Notice of Termination and Purchase Agreement, by and among John B. Sanfilippo & Son, Inc., John E. Sanfilippo, on behalf of and as sole trustee of the Jasper and Marian Sanfilippo Irrevocable Trust, dated September 23, 1990 and Marian R. Sanfilippo, dated December 24, 2021. (incorporated by reference from Exhibit 10.15 to the Form 10-Q for the quarter ended March 24, 2022)
10.16	Amendment No. 1 to the Split-Dollar Insurance Agreement Notice of Termination and Purchase Agreement, by and among John B. Sanfilippo & Son, Inc., John E. Sanfilippo, on behalf of and as sole trustee of the Jasper and Marian Sanfilippo Irrevocable Trust, dated September 23, 1990 and Marian R. Sanfilippo, dated February 21, 2022. (incorporated by reference from Exhibit 10.16 to the Form 10-Q for the quarter ended March 24, 2022)
*10.17	Executive Transition Agreement, dated November 3, 2021, by and between John B. Sanfilippo & Son, Inc. and Christopher Gardier (incorporated by reference from Exhibit 10.17 to the Form 10-Q for the quarter ended September 29, 2022)
*10.18	Nonqualified Deferred Compensation Plan Adoption Agreement of the Company dated as of November 22, 2022 (incorporated by reference from Exhibit 10.18 to the Form 10-Q for the quarter ended December 29, 2022)
*10.19	John B. Sanfilippo & Son, Inc. Nonqualified Deferred Compensation Plan dated as of November 22, 2022 (incorporated by reference from Exhibit 10.19 to the Form 10-Q for the quarter ended December 29, 2022)
*10.20	Retirement Agreement and General Release, dated January 23, 2023 by and between John B. Sanfilippo & Son, Inc. and Michael Valentine
31.1	Certification of Jeffrey T. Sanfilippo pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended
31.2	Certification of Frank S. Pellegrino pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended
32.1	Certification of Jeffrey T. Sanfilippo pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended
32.2	Certification of Frank S. Pellegrino pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended
101.INS	Inline eXtensible Business Reporting Language (XBRL) Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Indicates a management contract or compensatory plan or arrangement.

31

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on May 2, 2023.

JOHN B. SANFILIPPO & SON, INC.
By
	/s/ Frank S. Pellegrino
	Frank S. Pellegrino
	Chief Financial Officer, Executive Vice President, Finance and Administration

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EX-10

Exhibit 10.20

RETIREMENT AGREEMENT AND GENERAL RELEASE

This Retirement Agreement and General Release (this “Agreement”) is made and entered into effective January 23rd, 2023 by and between John B. Sanfilippo & Son, Inc. (hereinafter referred to as “JBSS” or the “Company”) and Michael J. Valentine (hereinafter referred to as the “Executive”). The Company and Executive are collectively referred to herein as the “Parties” and individually as a “Party.”

RECITALS

WHEREAS, Executive is resigning from the position of Group President and any other officer positions with the Company and its subsidiaries, and will retire as an employee of JBSS, on the date hereof (the “Retirement Date”).

WHEREAS, Executive has certain restricted stock units under the 2014 Omnibus Incentive Plan of the Company (the “2014 Plan”) and has provided the requisite notice of retirement to the Company pursuant to the 2014 Plan and his award agreements thereunder.

WHEREAS, Executive is eligible for a bonus under the Sanfilippo Value Added Plan for fiscal year 2023 (the “SVA Plan”).

WHEREAS, given that Executive has well served the Company for many years, the Company desires to provide the Separation Benefits (as defined in Section 4) to Executive in recognition of his long tenure at JBSS and agreeing to certain restrictions and releases as set forth herein.

WHEREAS, JBSS is engaged in the business of (among other things) manufacturing, processing, marketing and distributing edible nuts and nut-related products, fruit and nut-based snacks, and related products.

WHEREAS, JBSS may, after this Agreement is signed, enter into new lines of business and/or launch new products, which the Parties intend to be incorporated into this Agreement as appropriate to protect JBSS to the fullest possible extent.

WHEREAS, Executive hereby acknowledges that the industry in which JBSS competes is extremely competitive, and that JBSS expends substantial monies and other resources to develop and maintain its product information, as well as its customer relationships, which Executive understands and acknowledges are near-permanent, and developed through significant costs incurred by JBSS.

WHEREAS, JBSS has policies to help ensure that its operations, activities, marketing strategies, product information, including products under research and development, pricing information, contract terms, business affairs and customer information are kept confidential.

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WHEREAS, Executive, through his employment, was granted extensive access to the aforementioned categories of confidential and proprietary information, which Executive would not have had access to but for his employment with JBSS.

WHEREAS, Executive acknowledges that the restrictions contained herein are necessary and reasonable in scope and duration, and that the Separation Benefits are a material inducement for the Executive to enter into and perform this Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals and the provisions hereafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the parties hereto agree as follows:

1.CONSIDERATION

Executive acknowledges and agrees that in consideration for the Separation Benefits, Executive will be bound by, and comply in all respects with, the provisions of this Agreement.

2.RESIGNATION FROM OFFICES; EMPLOYMENT STATUS

Executive hereby resigns from any and all officer positions with the Company and its subsidiaries, including from his position as Group President of the Company, effective as of the Retirement Date. For the avoidance of doubt, Executive is not resigning as (and shall remain) a member of the Board of Directors of the Company. Executive agrees to promptly sign all appropriate documentation, if any, prepared by the Company to facilitate the resignations contemplated by this Section 2.

3.ACCRUED OBLIGATIONS AND VESTED BENEFITS

The payments and benefits set forth in this Section 3 have been paid or will be paid and provided to Executive whether or not Executive signs this Agreement:

a.Final Wages

The Company has paid or will pay the base salary of Executive through the Retirement Date.

b.Accrued Vacation

The Company has paid or will pay Executive all earned and accrued but unused vacation through the Retirement Date.

c.Qualified Retirement Plan

401(k) plan benefits and Supplemental Executive Retirement Plan (SERP) benefits will be payable in accordance with applicable plan documents.

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d.Reimbursement of Expenses

The Company has paid or will pay Executive in accordance with its reimbursement policy for all business expenses which Executive properly incurred in connection with his work for the Company through the Retirement Date.

e.Treatment of Restricted Stock Units

The outstanding restricted stock units (“RSUs”) granted by the Company to Executive pursuant to the 2014 Plan are listed on Exhibit A to this Agreement and shall be treated consistent with the terms of the 2014 Plan and award agreements thereunder, based on his Normal Retirement (as defined in the 2014 Plan). Except as set forth on Exhibit A, Executive does not hold or have rights with respect to any other RSU or other award under the 2014 Plan or any other equity plan of the Company.

f.Treatment under SVA Plan

Executive will remain eligible for a bonus under the SVA Plan in accordance with the terms of the SVA Plan, including when amounts (if any) are paid to the other participants under the SVA Plan, based on his Retirement (as defined in the SVA Plan).

4.SEPARATION BENEFITS

In consideration for Executive accepting and not revoking any portion of this Agreement as provided by Sections 11 and 12, Executive will be entitled to receive the separation benefits set forth below in this Section 4 (the “Separation Benefits”). Notwithstanding anything in this Agreement to the contrary, Executive will not be provided the Separation Benefits unless and until Executive timely executes this Agreement as set forth in Section 11 and the revocation period set forth in Section 12 below expires without revocation by Executive. Amounts payable pursuant to this Section 4 will not be counted for purposes of calculating any pension or retirement benefit and will not be eligible for 401(k) plan contributions.

a.Continued Benefits Payment

If Executive timely elects to continue coverage under the health, dental and/or vision plans of the Company pursuant to the Consolidated Omnibus Reconciliation Act (“COBRA”) following the Retirement Date, information concerning which Executive will be provided under separate cover, then the Company shall pay to Executive for up to eighteen (18) months, on a taxable basis, an ‎amount equal to the monthly ‎‎contribution that the Company makes toward the health insurance ‎‎‎premium for a regular active employee who receives the same coverage ‎‎as Executive (the “COBRA Contribution”). If during such eighteen (18) month COBRA period, Executive obtains employment that offers substantially similar health, dental and/or vision benefits, Executive shall immediately notify the Company (and agrees) that such Company health, dental and/or vision benefits can

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be discontinued on the effective date of his new health, dental and/or vision coverage. Notwithstanding the forgoing, the Company may, in lieu of making the COBRA Contribution, pay to Executive a lump-sum amount equivalent to such payments, based on the employer portion of the COBRA premiums applicable at the time of the Retirement Date.

The Separation Benefits shall be subject to applicable tax withholdings and other standard deductions.

5.GENERAL RELEASE

In consideration for the Separation Benefits, Executive hereby releases and discharges the Company, and each of its past and present parents, subsidiaries, predecessors, successors, assigns, related companies, affiliates, entities or divisions, and their past and present employee benefits plans, trustees, fiduciaries, and administrators, and any and all of their respective past and present stockholders, officers, directors, employees, representatives, agents and attorneys (collectively, “Releasees”) from any and all claims, demands, causes of action, or liabilities, known or unknown, of any kind which Executive, or Executive’s heirs, executors, administrators, agents, attorneys, representatives or assigns (all collectively included in the term “Executive” for purposes of this Section 5) have, had, or may have against the Releasees, based on any events or circumstances arising or occurring prior to and including the date of Executive’s execution of this Agreement to the fullest extent permitted by law, regardless of whether such claims are now known or are later discovered, including any and all claims and liabilities relating to Executive’s employment by, or services rendered to or for, the Company, or relating to the cessation of Executive’s employment or claims related to any rights of continued employment, reinstatement or reemployment, including but not limited to claims or liabilities under the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, Title VII of the Civil Rights Act of 1964, 42 U.S.C. Section 1981, the Workers Adjustment and Retraining Notification Act, the Fair Labor Standards Act, the Rehabilitation Act, the Occupational Safety and Health Act, Employee Retirement Income Security Act of 1974, the Older Worker Benefit Protection Act, the Equal Pay Act, the Worker Adjustment and Retraining Notification Act, the Uniformed Services Employment and Reemployment Rights Act, the Genetic Information Nondiscrimination Act, the Fair Credit Reporting Act, the Illinois Right to Privacy in the Workplace Act, the Illinois Equal Pay Act, the Illinois Worker Adjustment and Retraining Notification Act, the Illinois Human Rights Act, the Illinois Whistleblower Act, the Illinois Biometric Privacy Act, and any other statutory, tort, contract, or common law cause of action to the fullest extent permitted by law, other than any obligations, claims, or liabilities set forth in the second and third paragraphs of this Section 5. This release is to be broadly construed in favor of the Releasees. In the event any person, entity, or federal, state or local government agency, including but not limited to the Equal Employment Opportunity Commission (“EEOC”), pursues a claim on Executive’s behalf or on behalf of a class to which Executive may belong against Employer, Executive hereby waives the right to recover monetary damages or injunctive relief in favor of Executive from or against Employer.

Executive acknowledges that the consideration that Executive will receive in exchange for Executive’s waiver of the claims specified herein exceeds anything of value to which Executive is

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already entitled; that Executive was hereby advised in writing to consult with an attorney and that Executive had at least 21 calendar days to consider this Agreement; that Executive has entered into this Agreement knowingly and voluntarily with full understanding of its terms and after having had the opportunity to seek and receive advice from counsel of Executive’s choosing; and that Executive has had a reasonable period of time within which to consider this Agreement. Executive represents that Executive has not assigned any claim against the Company to any person or entity; that Executive has no right to any future employment by the Company; that Executive has received (or will receive as provided herein) all compensation, benefits, remuneration, accruals, contributions, reimbursements, bonuses, vacation pay, and other payments, leave and time off due; and that Executive has not suffered any injury that resulted, in whole or in part, from Executive’s work at the Company that would entitle Executive to payments or benefits under any state worker’s compensation law and the separation of Executive’s employment from the Company is not related to any such injury.

Notwithstanding anything to the contrary in this Agreement, Executive is not waiving (a) any claim or right under state workers’ compensation or unemployment laws; (b) any claim or right to vested benefits, including under any pension, supplemental retirement or savings plan; (c) any claim or right to continued benefits in accordance with COBRA; (d) any claim or right to enforce the terms of this Agreement; (e) any right to indemnification (and related advancement of expenses) Executive may have under applicable laws, the applicable constituent documents (including bylaws and certificates of incorporation) of the Company or its subsidiaries, or any applicable D&O insurance policy that the Company may maintain; and (f) any other claim or right which cannot be waived as a matter of law.

6.JBSS’S TRADE SECRETS AND CONFIDENTIAL INFORMATION

a. Trade Secrets

As used herein, the term “Trade Secrets” shall include any information that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons or business entities who can obtain economic value from its disclosure or use. As used herein, Trade Secrets shall not include information which is known, or shall become known through no fault of the Executive, to the public or generally known within the industry of businesses comparable to JBSS.

All Trade Secrets imparted to Executive by JBSS, or otherwise obtained by Executive, at any time, relating to JBSS’s business operations, product data, customer or prospect lists or information, procurement data or practices, customer specification information and related data, pricing and cost data, marketing information, computer programs, business strategies, information regarding products under research and development, recipes, product formulae, manufacturing processes and any other such proprietary and confidential information was revealed and entrusted to Executive in confidence, solely in connection with and for the purpose of employment on behalf of JBSS. Executive agrees that Trade Secrets are and remain the sole property of JBSS.

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Executive shall not at any time, directly or indirectly, divulge any Trade Secrets to any other person or business entity, nor use or permit the use of any Trade Secrets.

Executive shall promptly tender to JBSS all documents, lists, records, cellular or handheld devices, computers, computer stored media and data (with accompanying passwords) and any other items, and reproductions thereof, of any kind in Executive’s possession or control containing Trade Secrets, except as expressly permitted by JBSS.

JBSS provides notice to Executive pursuant to the Defend Trade Secrets Act that:

(A)An individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (1) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and

(B)An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (1) files any document containing the trade secret under seal; and (2) does not disclose the trade secret, except pursuant to court order.

b. Confidential Information

As used herein, the term “Confidential Information” shall include Trade Secrets any and all other confidential and/or proprietary information that does not rise to the level of Trade Secrets that was imparted, revealed and/or entrusted to Executive by JBSS in confidence. Confidential Information that is not Trade Secrets includes, but is not limited to, information regarding JBSS’s operations, marketing strategies, customer lists and prospects, procurement processes, product information regarding products under research and development, methods of doing business, accounting and legal information.

All Confidential Information imparted to Executive by JBSS, or otherwise obtained by Executive, at any time, was revealed and entrusted to Executive in confidence, solely in connection with and for the purpose of employment on behalf of JBSS. Executive agrees that Confidential Information is and remains the sole property of JBSS.

Executive agrees that he will not divulge, either directly or indirectly, any Confidential Information to any other person or business entity, nor use or permit the use of any Confidential Information.

Executive shall promptly tender to JBSS all Company property, documents, lists, records, cellular or handheld devices, computers, computer stored media and data (with accompanying passwords) and any other items, and reproductions thereof, of any kind in Executive’s possession or control containing Confidential Information, except as expressly permitted by JBSS.

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7.PROHIBITIONS REGARDING JBSS’S CUSTOMERS, EXECUTIVES AND UNFAIR COMPETITION (“RESTRICTIVE COVENANTS”)

a.Restrictions as to JBSS Customers

Executive understands and agrees that the business relationships and goodwill now existing with respect to the prospects and customers of JBSS, whether or not created by Executive, and all such relationships and goodwill which may hereafter be created or enhanced, are JBSS’s property. Accordingly, Executive agrees that, for a period of 12 months from the Retirement Date, Executive shall not solicit business, directly or indirectly, from any customer of JBSS with whom Executive had contact in any capacity, or learned information about, at any time during the 24 months prior to Executive’s separation from employment at JBSS, except on behalf of JBSS. This restriction includes soliciting business, selling products, providing services or otherwise dealing with JBSS customers if such activities are related to the manufacture, processing and/or distribution of edible nuts and nut meats, fruit and nut-based snacks, and related products such as produce nuts and nut clusters, except on behalf of JBSS. Executive also shall not, directly or indirectly, assist any other person, firm, corporation or business entity in performing any of the aforesaid acts, which includes, but is not limited to, acting as a broker or consultant. This provision shall not restrict Executive from dealing with such customers to the extent Executive’s dealings are in no way related to the types of products or businesses of JBSS. It is agreed this restriction is reasonable and necessary to protect the goodwill and confidential information of JBSS.

b.Restriction as to Solicitation of JBSS Employees

For a period of 12 months from the Retirement Date, Executive shall not solicit, hire or cause to be hired any employees of JBSS for employment in any line of business or attempt to induce or encourage any such employee to leave the employ of JBSS. Executive also agrees not to make such solicitations indirectly. Executive also agrees not to aid or assist any other person, firm, corporation or other business entity to do any of the aforesaid acts. This applies to actions Executive may take in any capacity, including, but not limited to, as proprietor, partner, joint venturer, stockholder, director, officer, trustee, principal, agent, servant, employee, or in any other capacity. It is agreed this restriction is reasonable and necessary to protect the goodwill and confidential information of JBSS.

c.Restrictions as to Employment with JBSS Competitors

For a period of 12 months from the Retirement Date, Executive agrees not to work with or render services or provide assistance to, directly or indirectly, any entity or third party that competes or could compete with JBSS in the manufacture, processing and/or distribution of edible nuts and nut meats, fruit and nut-based snacks, and related products such as produce nuts, or in respect of any other products of JBSS (the “JBSS Products”), in a capacity whereby JBSS’s Trade Secrets and/or Confidential Information would reasonably be considered to be useful to the entity or to such other third party in order to compete

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against JBSS or become a competitor of JBSS (in respect of any JBSS Products) or in any way related to the procurement of nuts (“JBSS Competitor”). Executive acknowledges that JBSS’s business extends throughout the United States (“U.S.”) and that, in order to protect JBSS from unfair competition, this restriction shall apply throughout the U.S. Executive acknowledges that this restriction is necessary to protect JBSS from the disclosure and use of its competitively sensitive Confidential Information and Trade Secrets. This provision shall not preclude the Executive from working for a JBSS Competitor if the Executive’s proposed responsibilities do not involve the manufacture, processing, marketing, procurement and distribution of JBSS Products and whereby Executive is not engaged in a capacity whereby JBSS’s Trade Secrets and/or Confidential Information would reasonably be considered to be useful to the entity or to such other third party in order to compete against JBSS or become a competitor of JBSS.

Executive agrees to notify JBSS in writing in advance of accepting future employment in the event the prospective employer is involved or reasonably could be involved in the manufacture, processing and/or distribution of JBSS Products.

d.Non-Disparagement

Executive agrees not to willingly or knowingly make any statement or criticism which would reasonably be expected to cause the Company’s customers, suppliers, clients or directors or officers embarrassment, humiliation or otherwise cause or contribute to the Company's customers, suppliers, clients or directors or officers being held in disrepute by the public or by the clients, customers, suppliers or employees of the Company, except as required by law. Executive agrees not to willingly or knowingly make any statement or criticism which would reasonably be expected to cause the Company embarrassment, humiliation or otherwise cause or contribute to the Company being held in disrepute by the public or the clients, customers, suppliers or employees of the Company.

e.Permitted Conduct

Nothing in this Agreement will be construed to prohibit the Executive from filing a charge with, reporting possible violations, including allegations of alleged criminal conduct or unlawful employment practices to, or participating in an investigation or cooperating with law enforcement or any governmental agency or entity, including but not limited to the EEOC, the Department of Justice, the Securities and Exchange Commission, Congress, or any agency Inspector General, or making other disclosures that are protected under the whistleblower, anti-discrimination or antiretaliation provisions of federal, state or local law or regulation, from making truthful statements or disclosures regarding unlawful employment practices or disclosures required by law, regulation, or legal process, from requesting or receiving confidential legal advice, or from testifying in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged unlawful employment practices when Executive has been required or requested to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature; provided, that the Executive may not disclose Company information that is protected by the attorney-client privilege, except as expressly authorized

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by law; provided further, the Executive does not need the prior authorization of the Company to make any such reports or disclosures, and the Executive is not required to notify the Company that the Executive has made such reports or disclosures.

f.Reasonableness of Restrictions

The Parties have endeavored in this Agreement to limit the Executive’s activities only to the extent necessary to protect the Company from unfair competition in its line of business. Accordingly, if the scope or enforceability of the restrictive covenants contained herein is called into question, they agree that a court or other tribunal may modify and enforce the restrictions to the extent necessary to protect JBSS.

g.Acknowledgements

Executive acknowledges that he has been advised in writing to consult with an attorney before entering into this Agreement, and that he had at least 14 days to review the restrictions contained herein. Executive acknowledges and agrees that the restrictions contained herein are no greater than necessary to protect the Company’s legitimate business interests, that the restrictions do not impose an undue hardship on Executive, that the restrictions are not injurious to the public, and that the consideration Executive is receiving herein is adequate to support Executive’s promises in this Agreement.

8.COOPERATION

Executive agrees to cooperate fully with the Company in the defense, prosecution or conduct of any claims, actions, investigations, or reviews now in existence or which may be initiated in the future against, involving or on behalf of the Company or any subsidiary which relate to events or occurrences that transpired while Executive was employed by the Company (“Cooperation Matters”). Executive’s cooperation in connection with such Cooperation Matters will include, but not be limited to, being available for telephone conferences with outside counsel and/or personnel of the Company, being available for interviews, depositions and/or to act as a witness on behalf of the Company, if reasonably requested. The Company will reimburse Executive for all reasonable out-of-pocket expenses incurred by Executive in connection with such cooperation with respect to such Cooperation Matters.

9.RIGHTS AND REMEDIES UPON BREACH OF THE RESTRICTIVE COVENANTS

If Executive should breach, or threaten to commit a breach, of any of the provisions of this Agreement, JBSS shall have the right and remedy to have the restrictive covenants contained herein be enforced by any court of competent jurisdiction, without the necessity of posting a bond. The Parties agree that any breach or threatened breach of the restrictive covenants would cause irreparable injury to JBSS, would be difficult to calculate with certainty, and that money damages would not alone provide an adequate remedy to JBSS. JBSS shall also have any other right or remedy available to it under law or in equity including the right to seek and recover monetary damages for lost profits and other compensable damages. Should any court of competent

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jurisdiction adjudge that Executive has breached any of the provisions as contained in this Agreement, JBSS shall have a right to collect, in addition to any monetary damages awarded it, all of its reasonable attorneys’ fees and costs for having to enforce this Agreement.

10.OBLIGATION TO NOTIFY FUTURE EMPLOYERS

For the period of 12 months following the Retirement Date, Executive agrees to (a) inform each new prospective employer, prior to accepting employment, of the existence of this Agreement, and (b) provide that prospective employer with a copy of this Agreement. Executive further agrees that JBSS may send a copy of this Agreement to the employer or otherwise inform the employer of its terms.

11.ACCEPTANCE

Executive may accept this Agreement by delivering a signed original of this Agreement to Julia Pronitcheva, Senior Vice President, Human Resources, within twenty-one (21) calendar days of his receipt of this Agreement. Executive may decide to sign this Agreement before the 21-day review period expires, provided, however, Executive’s signing this Agreement will be final and binding upon him on the date of his execution of this Agreement, with the exception of Executive’s waiver of claims brought under the Age Discrimination in Employment Act (“ADEA”) and the Older Workers Benefit Protection Act (“OWBPA”), which will become final and binding upon him (in each case) unless Executive rescinds this Agreement within the revocation period referenced in Section 12 below. If Executive fails to return an executed original of this Agreement in the required timeframes referenced in this Section 11, the Parties will have no obligation under this Agreement, and this Agreement will be considered null and void.

12.REVOCATION

Executive may revoke his waiver of claims under the ADEA and OWBPA within seven (7) calendar days after Executive executes this Agreement by delivering a written notice of revocation of Executive’s waiver of such claims to Julia Pronitcheva, Senior Vice President, Human Resources. The revocation of ADEA/OWBPA claims must be received no later than the close of business on the seventh (7th) calendar day after Executive signs this Agreement. Executive’s waiver of claims under the ADEA and OWBPA will not become effective or enforceable until the eighth (8th) calendar day after Executive signs this Agreement. If Executive revokes his waiver of claims under the ADEA/OWBPA within the 7-day revocation period, (i) Executive’s waiver of claims under the ADEA and OWBPA set forth in Section 5 of this Agreement will be null and void; and (ii) Executive will forfeit all benefits specified in Section 4 of this Agreement and will instead receive a payment of one thousand dollars ($1,000.00), payable as a lump sum within thirty (30) days of the Company’s receipt of Executive’s revocation, which Executive acknowledges and agrees constitutes sufficient consideration for the remaining promises set forth in this Agreement, which will continue in full force and effect in the event of such revocation by Executive.

13.AMENDMENT

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This Agreement may be amended only in a writing signed by both the Executive and one of the Chief Executive Officer, Chief Financial Officer or Senior Vice President, Human Resources of JBSS.

14.SURVIVAL OF PROVISIONS

Any provision of this Agreement, which by terms or reasonable implication is to be or may be performed or effective after the termination of the Agreement, shall be deemed to survive such termination.

15.SEPARABILITY AND MODIFICATION

If any provision of this Agreement shall be invalid or unenforceable, in whole or in part, or as applied to any circumstance, under the laws of any jurisdiction which may govern for such purpose, then such provision shall be deemed to be modified or restricted to the extent and in the manner necessary to render the same valid and enforceable, either generally or as applied to such circumstance, or shall be deemed excised from this Agreement, as the case may require. This Agreement shall be construed and enforced to the maximum extent permitted by law, as if such provision had been originally incorporated herein as so modified or restricted, or as if such provision had not been originally incorporated herein, as the case may be. JBSS and the Executive hereby agree that the restrictive covenants set forth herein are separate and distinct restrictive covenants, designed to operate under different factual circumstances, and that the invalidity of one of said covenants shall not affect the validity and/or enforceability of the other covenants.

16.BINDING EFFECT

This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, and assigns, provided that this Agreement is not assignable by Executive.

17.NO WAIVER

No failure on the part of any party to this Agreement to exercise, and no delay on their part in exercising any right, power or remedy hereunder shall operate as a waiver thereof.

18.ALL OTHER LEGAL RIGHTS RESERVED TO JBSS

Nothing in this Agreement shall be construed to limit or negate any common law torts or any statutory protections available to JBSS, including, but not limited to, an action under the Illinois Trade Secrets Act, where it provides JBSS with broader protection than that provided herein.

19.GOVERNING LAW AND SUBMISSION TO JURISDICTION

This Agreement shall be governed in all respects by the laws of the State of Illinois. Any disputes arising under this Agreement shall be tried exclusively in the courts sitting within the State of

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Illinois. Executive consents and submits his or her person to the jurisdiction of any such court for such purpose.

20.COUNTERPARTS

This Agreement may be executed in any number of identical counterparts, each of which shall be deemed a duplicate original, and all of which together shall constitute but one and the same agreement.

21.ENTIRE AGREEMENT

The provisions of this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede any prior agreements or understandings pertaining to said subject matter. Further, the parties acknowledge that there are no prior or contemporaneous oral or written representations, promises or agreements not expressed or referred to herein. Should this Agreement come before any court for interpretation or enforcement, it is the intent of the Parties that the terms and provisions of this Agreement be given their fair and literal meaning. The Parties intend that this Agreement is not to be strictly construed against any party, including the drafter of this Agreement.

[Remainder of page left intentionally blank; signature page follows]

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IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties have caused this Agreement to be executed the day and year indicated.

EXECUTIVE	JOHN B. SANFILIPPO & SON, INC.
_/s/ Michael J. Valentine______________	_/s/ Julia Pronitcheva________________
Name: Michael J. Valentine	Name: Julia Pronitcheva Title: Senior Vice President, Human Resources
Date: January 19, 2023	Date: January 23, 2023

[Signature Page to Retirement Agreement and General Release]

Exhibit A

Restricted Stock Units, as Specified by Section 3

Grant Date of each RSU	Total number of RSUs Issued to Executive
11/17/2022	4,808
11/10/2021	4,585
11/11/2020	5,212

EX-31

Exhibit 31.1

CERTIFICATION

I, Jeffrey T. Sanfilippo, certify that:

1. I have reviewed this Report on Form 10-Q of John B. Sanfilippo & Son, Inc. for the quarter ended March 30, 2023;

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.

May 2, 2023

/s/ Jeffrey T. Sanfilippo

Jeffrey T. Sanfilippo

Chairman of the Board and

Chief Executive Officer

EX-31

Exhibit 31.2

CERTIFICATION

I, Frank S. Pellegrino, certify that:

1. I have reviewed this Report on Form 10-Q of John B. Sanfilippo & Son, Inc. for the quarter ended March 30, 2023;

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.

May 2, 2023

/s/ Frank S. Pellegrino

Frank S. Pellegrino

Chief Financial Officer, Executive Vice President, Finance and Administration

EX-32

Exhibit 32.1

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 John B. Sanfilippo & Son, Inc. (the “Company”) on Form 10‑Q for the quarter ended March 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeffrey T. Sanfilippo, Chief Executive Officer and Chairman of the Board, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that based on my 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 Company.

May 2, 2023

/s/ Jeffrey T. Sanfilippo

Jeffrey T. Sanfilippo

Chief Executive Officer and Chairman of the Board

EX-32

Exhibit 32.2

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 John B. Sanfilippo & Son, Inc. (the “Company”) on Form 10‑Q for the quarter ended March 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Frank S. Pellegrino, Chief Financial Officer, Executive Vice President, Finance and Administration, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that based on my 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 Company.

May 2, 2023

/s/ Frank S. Pellegrino

Frank S. Pellegrino

Chief Financial Officer, Executive Vice President, Finance and Administration

XML

Cover Page - shares	9 Months Ended
	Mar. 30, 2023	Apr. 28, 2023
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Trading Symbol	JBSS
Entity Registrant Name	SANFILIPPO JOHN B & SON INC
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Entity Central Index Key	0000880117
Current Fiscal Year End Date	--06-29
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock
Entity Address, State or Province	IL
Entity File Number	0-19681
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	36-2419677
Entity Address, Address Line One	1703 North Randall Road
Entity Address, City or Town	Elgin
Entity Address, Postal Zip Code	60123-7820
City Area Code	847
Local Phone Number	289-1800
Document Quarterly Report	true
Document Transition Report	false
Common Stock, Non-Cumulative Voting Rights of One Vote Per Share [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		8,958,426
Class A Common Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		2,597,426

XML

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 30, 2023	Mar. 24, 2022	Mar. 30, 2023	Mar. 24, 2022
Statement of Comprehensive Income [Abstract]
Net sales	$ 238,535	$ 218,584	$ 765,464	$ 698,120
Cost of sales	188,767	179,175	608,551	554,678
Gross profit	49,768	39,409	156,913	143,442
Operating expenses:
Selling expenses	18,109	15,584	57,921	56,896
Administrative expenses	9,841	6,401	30,296	25,871
Gain on sale of facility, net	0	0	0	(2,349)
Total operating expenses	27,950	21,985	88,217	80,418
Income from operations	21,818	17,424	68,696	63,024
Other expense:
Interest expense including $186, $199, $568 and $591 to related parties	552	531	1,828	1,322
Rental and miscellaneous expense, net	371	403	1,084	1,074
Pension expense (excluding service costs)	349	618	1,046	1,855
Total other expense, net	1,272	1,552	3,958	4,251
Income before income taxes	20,546	15,872	64,738	58,773
Income tax expense	4,814	3,995	16,554	14,400
Net income	15,732	11,877	48,184	44,373
Other comprehensive income:
Amortization of actuarial loss included in net periodic pension cost	7	363	21	1,091
Income tax expense related to pension adjustments	(2)	(94)	(5)	(284)
Other comprehensive income , net of tax	5	269	16	807
Comprehensive income	$ 15,737	$ 12,146	$ 48,200	$ 45,180
Net income per common share — basic	$ 1.36	$ 1.03	$ 4.16	$ 3.85
Net income per common share — diluted	$ 1.35	$ 1.02	$ 4.14	$ 3.83

XML

Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 30, 2023	Mar. 24, 2022	Mar. 30, 2023	Mar. 24, 2022
Statement of Comprehensive Income [Abstract]
Interest expense to related parties	$ 186	$ 199	$ 568	$ 591

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 30, 2023	Jun. 30, 2022	Mar. 24, 2022
CURRENT ASSETS:
Cash	$ 365	$ 415	$ 667
Accounts receivable, less allowance for doubtful accounts of $305, $267 and $280	74,534	69,611	68,704
Inventories	190,351	204,855	211,127
Prepaid expenses and other current assets	9,325	8,283	7,653
TOTAL CURRENT ASSETS	274,575	283,164	288,151
PROPERTY, PLANT AND EQUIPMENT:
Land	9,150	9,150	9,150
Buildings	102,840	102,810	102,810
Machinery and equipment	259,289	245,111	230,842
Furniture and leasehold improvements	5,275	5,296	5,296
Vehicles	719	614	614
Construction in progress	8,210	6,471	18,077
Property, plant and equipment gross	385,483	369,452	366,789
Less: Accumulated depreciation	263,718	252,371	249,358
Property, plant and equipment net	121,765	117,081	117,431
Rental investment property, less accumulated depreciation of $14,238, $13,632 and $13,431	14,885	15,491	15,692
TOTAL PROPERTY, PLANT AND EQUIPMENT	136,650	132,572	133,123
OTHER LONG TERM ASSETS:
Intangible assets, net	7,100	8,065	8,509
Life insurance and other assets	6,029	8,272	6,472
Deferred income taxes	2,374	3,236	5,104
Goodwill	11,750	9,650	9,650
Operating Lease, Right-of-Use Asset	6,582	2,303	2,570
TOTAL ASSETS	445,060	447,262	453,579
CURRENT LIABILITIES:
Revolving credit facility borrowings	27,825	40,439	65,863
Current maturities of long-term debt, net, including related party debt of $657, $614 and $600	657	3,149	3,961
Accounts payable	42,264	47,720	48,918
Bank overdraft	458	214	1,314
Accrued payroll and related benefits	17,061	18,888	12,646
Other accrued expenses	14,493	12,352	13,113
TOTAL CURRENT LIABILITIES	102,758	122,762	145,815
LONG-TERM LIABILITIES:
Long-term debt, less current maturities, net, including related party debt of $7,276, $7,774 and $7,933	7,276	7,774	7,933
Retirement plan	29,471	28,886	35,935
Long-term operating lease liabilities, net of current portion	4,905	1,076	1,241
Other	8,332	7,943	7,876
TOTAL LONG-TERM LIABILITIES	49,984	45,679	52,985
TOTAL LIABILITIES	152,742	168,441	198,800
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Capital in excess of par value	131,649	128,800	127,910
Retained earnings	164,220	153,589	136,175
Accumulated other comprehensive loss	(2,464)	(2,480)	(8,218)
Treasury stock, at cost; 117,900 shares of Common Stock	(1,204)	(1,204)	(1,204)
TOTAL STOCKHOLDERS' EQUITY	292,318	278,821	254,779
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	445,060	447,262	453,579
Class A Common Stock [Member]
STOCKHOLDERS' EQUITY:
Common Stock	26	26	26
Common Stock, Non-Cumulative Voting Rights of One Vote Per Share [Member]
STOCKHOLDERS' EQUITY:
Common Stock	$ 91	$ 90	$ 90

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 30, 2023	Jun. 30, 2022	Mar. 24, 2022
Allowance for doubtful accounts for accounts receivable, current	$ 305	$ 267	$ 280
Accumulated depreciation of rental investment property	14,238	13,632	13,431
Current maturities of long-term debt, related party debt	657	614	600
Related party debt, Non-current	$ 7,276	$ 7,774	$ 7,933
Treasury stock, shares	117,900	117,900	117,900
Class A Common Stock [Member]
Common stock, par value	$ 0.01	$ 0.01	$ 0.01
Common stock, shares authorized	10,000,000	10,000,000	10,000,000
Common stock, shares issued	2,597,426	2,597,426	2,597,426
Common stock, shares outstanding	2,597,426	2,597,426	2,597,426
Common Stock, Non-Cumulative Voting Rights of One Vote Per Share [Member]
Common stock, par value	$ 0.01	$ 0.01	$ 0.01
Common stock, shares authorized	17,000,000	17,000,000	17,000,000
Common stock, shares issued	9,076,326	9,047,359	9,046,420

XML

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Capital in Excess of Par Value [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Loss [Member]	Treasury Stock [Member]	Class A Common Stock [Member]	Common Stock, Non-Cumulative Voting Rights of One Vote Per Share [Member]
Balance at Jun. 24, 2021	$ 242,494	$ 126,271	$ 126,336	$ (9,025)	$ (1,204)	$ 26	$ 90
Balance, Shares at Jun. 24, 2021						2,597,426	8,988,812
Net income	19,249		19,249
Cash dividends	(34,534)		(34,534)
Pension liability amortization, net of income tax expense	269			269
Equity award exercises , net of shares withheld for employee taxes	(16)	(16)					$ 0
Equity award exercises , net of shares withheld for employee taxes, shares							1,168
Stock-based compensation expense	703	703
Balance at Sep. 23, 2021	228,165	126,958	111,051	(8,756)	(1,204)	$ 26	$ 90
Balance, Shares at Sep. 23, 2021						2,597,426	8,989,980
Balance at Jun. 24, 2021	242,494	126,271	126,336	(9,025)	(1,204)	$ 26	$ 90
Balance, Shares at Jun. 24, 2021						2,597,426	8,988,812
Net income	44,373
Balance at Mar. 24, 2022	254,779	127,910	136,175	(8,218)	(1,204)	$ 26	$ 90
Balance, Shares at Mar. 24, 2022						2,597,426	9,046,420
Balance at Sep. 23, 2021	228,165	126,958	111,051	(8,756)	(1,204)	$ 26	$ 90
Balance, Shares at Sep. 23, 2021						2,597,426	8,989,980
Net income	13,247		13,247
Pension liability amortization, net of income tax expense	269			269
Equity award exercises , net of shares withheld for employee taxes	(946)	(946)					$ 0
Equity award exercises , net of shares withheld for employee taxes, shares							54,980
Stock-based compensation expense	1,068	1,068
Balance at Dec. 23, 2021	241,803	127,080	124,298	(8,487)	(1,204)	$ 26	$ 90
Balance, Shares at Dec. 23, 2021						2,597,426	9,044,960
Net income	11,877		11,877
Pension liability amortization, net of income tax expense	269			269
Equity award exercises , net of shares withheld for employee taxes	(48)	(48)					$ 0
Equity award exercises , net of shares withheld for employee taxes, shares							1,460
Stock-based compensation expense	878	878
Balance at Mar. 24, 2022	254,779	127,910	136,175	(8,218)	(1,204)	$ 26	$ 90
Balance, Shares at Mar. 24, 2022						2,597,426	9,046,420
Balance at Jun. 30, 2022	278,821	128,800	153,589	(2,480)	(1,204)	$ 26	$ 90
Balance, Shares at Jun. 30, 2022						2,597,426	9,047,359
Net income	15,545		15,545
Cash dividends	(25,981)		(25,981)
Pension liability amortization, net of income tax expense	6			6
Stock-based compensation expense	772	772
Balance at Sep. 29, 2022	269,163	129,572	143,153	(2,474)	(1,204)	$ 26	$ 90
Balance, Shares at Sep. 29, 2022						2,597,426	9,047,359
Balance at Jun. 30, 2022	278,821	128,800	153,589	(2,480)	(1,204)	$ 26	$ 90
Balance, Shares at Jun. 30, 2022						2,597,426	9,047,359
Net income	48,184
Balance at Mar. 30, 2023	292,318	131,649	164,220	(2,464)	(1,204)	$ 26	$ 91
Balance, Shares at Mar. 30, 2023						2,597,426	9,076,326
Balance at Sep. 29, 2022	269,163	129,572	143,153	(2,474)	(1,204)	$ 26	$ 90
Balance, Shares at Sep. 29, 2022						2,597,426	9,047,359
Net income	16,907		16,907
Cash dividends	(11,572)		(11,572)
Pension liability amortization, net of income tax expense	5			5
Equity award exercises , net of shares withheld for employee taxes	(355)	(356)					$ 1
Equity award exercises , net of shares withheld for employee taxes, shares							24,709
Stock-based compensation expense	1,515	1,515
Balance at Dec. 29, 2022	275,663	130,731	148,488	(2,469)	(1,204)	$ 26	$ 91
Balance, Shares at Dec. 29, 2022						2,597,426	9,072,068
Net income	15,732		15,732
Pension liability amortization, net of income tax expense	5			5
Equity award exercises , net of shares withheld for employee taxes	(23)	(23)					$ 0
Equity award exercises , net of shares withheld for employee taxes, shares							4,258
Stock-based compensation expense	941	941
Balance at Mar. 30, 2023	$ 292,318	$ 131,649	$ 164,220	$ (2,464)	$ (1,204)	$ 26	$ 91
Balance, Shares at Mar. 30, 2023						2,597,426	9,076,326

XML

Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Dec. 29, 2022	Sep. 29, 2022	Sep. 23, 2021
Statement of Stockholders' Equity [Abstract]
Cash dividends per common share	$ 1.00	$ 2.25	$ 3.00
Pension liability amortization income tax expense	$ 2	$ 1	$ 95

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Mar. 30, 2023	Mar. 24, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 48,184	$ 44,373
Depreciation and amortization	15,323	13,619
Loss (gain) on disposition of assets, net	47	(1,754)
Deferred income tax expense	862	983
Stock-based compensation expense	3,228	2,649
Change in assets and liabilities:
Accounts receivable, net	(4,923)	(2,370)
Inventories	14,744	(63,129)
Prepaid expenses and other current assets	535	915
Accounts payable	(5,285)	1,767
Accrued expenses	1,312	(10,046)
Income taxes payable	(2,575)	(1,917)
Other long-term assets and liabilities	335	532
Other, net	602	1,823
Net cash provided by operating activities	72,389	(12,555)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	(15,586)	(12,836)
Acquisition of Just the Cheese brand	(3,500)	0
Proceeds from dispositions of assets, net	0	3,950
Proceeds from the sale of life insurance policies	0	3,225
Other, net	(56)	(827)
Net cash used in investing activities	(19,142)	(6,488)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net short-term (repayments) borrowings	(12,614)	57,210
Principal payments on long-term debt	(2,995)	(2,849)
Increase in bank overdraft	244	221
Dividends paid	(37,553)	(34,534)
Taxes paid related to net share settlement of equity awards	(379)	(1,010)
Net cash used in financing activities	(53,297)	(19,038)
NET INCREASE IN CASH	(50)	(5)
Cash, beginning of period	415	672
Cash, end of period	$ 365	$ 667

XML

Basis of Presentation and Description of Business

9 Months Ended

Mar. 30, 2023

Accounting Policies [Abstract]

Basis of Presentation and Description of Business

Note 1 – Basis of Presentation and Description of Business

As used herein, unless the context otherwise indicates, the terms “we”, “us”, “our” or “Company” collectively refer to John B. Sanfilippo & Son, Inc. and our wholly-owned subsidiary, JBSS Ventures, LLC. Our fiscal year ends on the final Thursday of June each year, and typically consists of fifty-two weeks (four thirteen-week quarters). Additional information on the comparability of the periods presented is as follows:

•References herein to fiscal 2023 and fiscal 2022 are to the 52 week fiscal year ending June 29, 2023 and the 53 week fiscal year ended June 30, 2022, respectively.

•References herein to the third quarter of fiscal 2023 and fiscal 2022 are to the quarters ended March 30, 2023 and March 24, 2022, respectively.

•References herein to the first three quarters or first thirty-nine weeks of fiscal 2023 and fiscal 2022 are to the thirty-nine weeks ended March 30, 2023 and March 24, 2022, respectively.

We are one of the leading processors and distributors of peanuts, pecans, cashews, walnuts, almonds and other nuts in the United States. These nuts are sold under our Fisher, Orchard Valley Harvest, Squirrel Brand and Southern Style Nuts brand names and under a variety of private brands. We also market and distribute, and in most cases, manufacture or process, a diverse product line of food and snack products, including peanut butter, almond butter, cashew butter, candy and confections, snack and trail mixes, nutrition bars, snack bites, sunflower kernels, dried fruit, corn snacks, chickpea snacks, sesame sticks and other sesame snack products under our brand names and under private brands. In addition, with our acquisition of the Just the Cheese brand, we have expanded our product offerings to include baked cheese snack products on a branded and private label basis. Our products are sold through three primary distribution channels, including food retailers in the consumer channel, commercial ingredient users and contract packaging customers.

The accompanying unaudited financial statements fairly present the consolidated statements of comprehensive income, consolidated balance sheets, consolidated statements of stockholders’ equity and consolidated statements of cash flows, and reflect all adjustments, consisting only of normal recurring adjustments which are necessary for the fair statement of the results of the interim periods. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses.

The interim results of operations are not necessarily indicative of the results to be expected for a full year. The balance sheet data as of June 30, 2022 was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). Accordingly, these unaudited financial statements and related notes should be read in conjunction with the audited consolidated financial statements and notes thereto included in our 2022 Annual Report on Form 10-K for the fiscal year ended June 30, 2022.

XML

Acquisition of Just the Cheese Brand

9 Months Ended

Mar. 30, 2023

Business Acquisition [Line Items]

Acquisition of Just the Cheese Brand

Note 2 – Acquisition of Just the Cheese Brand

On December 16, 2022, we completed the acquisition of certain assets (the “Acquisition”) of Specialty Cheese Company, Inc. The acquired assets are primarily related to the manufacturing and sale of baked cheese snack products, including those products sold under the Just the Cheese brand, all finished goods inventory and intangible assets. At the time of the closing of the Acquisition, the full purchase price of $3,500 was paid in cash and funded from our Credit Facility (as defined below). Just the Cheese is one of the nation’s leading baked cheese snacking brands and offers 100% real cheese snack bars and cheese crisps. The Acquisition will provide us with a product that expands our portfolio into new snacking categories and is anticipated to accelerate growth with our private brand and food service customers. The Acquisition has been accounted for as a business combination in accordance with ASC Topic 805, “Business Combinations”.

The final purchase price allocation was completed during the third quarter of fiscal 2023 which resulted in immaterial changes to fixed assets and customer relationships. The total purchase price of $3,500 has been allocated to the fair values of the assets acquired as follows:

Inventories	$	240
Fixed assets		800
Identifiable intangible assets:
Customer relationships		250
Brand names		80
Non-compete agreement		30
Goodwill		2,100
Total purchase price	$	3,500

The customer relationship assets represent the value of the long-term strategic relationship with significant customers who purchase Just the Cheese brand products. The brand name asset represents the value of the established Just the Cheese brand name.

Goodwill, which is expected to be deductible for tax purposes, arises from intangible assets that do not qualify for separate recognition and expected synergies from combining the operations related to the Just the Cheese brand with those of the Company. There were no material contingencies recognized or unrecognized associated with the Acquisition.

Due to the immaterial financial nature of the Acquisition, unaudited pro forma results of operations of the Company (as if the Acquisition had taken place at the beginning of fiscal 2023) will not be presented.

Since the Acquisition, we continue to operate in a single reportable operating segment that consists of selling various nut and nut-related products through three sales distribution channels.

XML

Revenue Recognition

9 Months Ended

Mar. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Note 3 – Revenue Recognition

We recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. For each customer contract, a five-step process is followed in which we identify the contract, identify performance obligations, determine the transaction price, allocate the contract transaction price to the performance obligations, and recognize the revenue when (or as) the performance obligation is transferred to the customer.

When Performance Obligations Are Satisfied

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account for revenue recognition. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company’s performance obligations are primarily for the delivery of raw and processed recipe and snack nuts, nut butters and trail mixes.

Our customer contracts do not include more than one performance obligation. If a contract were to contain more than one performance obligation, we are required to allocate the contract’s transaction price to each performance obligation based on its relative standalone selling price. The standalone selling price for each distinct good is generally determined by directly observable data.

Revenue recognition is generally completed at a point in time when product control is transferred to the customer. For virtually all of our revenues, control transfers to the customer when the product is shipped or delivered to the customer based upon applicable shipping terms. This allows the customer to then direct the use and obtain substantially all of the remaining benefits from the asset at that point in time. Therefore, the timing of our revenue recognition requires little judgment.

Variable Consideration

Some of our products are sold through specific incentive programs including, but not limited to, promotional allowances, volume and customer rebates, in-store display incentives and marketing allowances to consumer and some commercial ingredient customers. The ultimate cost of these programs is dependent on certain factors such as actual purchase volumes or customer activities and is dependent on significant management judgment when determining estimates. The Company accounts for these programs as variable consideration and recognizes a reduction in revenue (and a corresponding reduction in the transaction price) in the same period as the underlying program based upon the terms of the specific arrangements.

Trade promotions, consisting primarily of customer pricing allowances, merchandising funds and consumer coupons, are also offered through various programs to customers and consumers. A provision for estimated trade promotions is recorded as a reduction of revenue (and a reduction in the transaction price) in the same period when the sale is recognized. Revenues are also recorded net of expected customer deductions which are provided for based upon past experiences. Evaluating these estimates requires management judgment.

We generally use the most likely amount method to determine the variable consideration. We believe there will not be significant changes to our estimates of variable consideration when any related uncertainties are resolved with our customers. The Company reviews and updates its estimates and related accruals of variable consideration and trade promotions at least quarterly based on the terms of the agreements and historical experience. Any uncertainties in the ultimate resolution of variable consideration due to factors outside of the Company’s influence are typically resolved within a short timeframe. Therefore, no additional constraint on the variable consideration is required.

Contract Balances

Contract assets or liabilities result from transactions with revenue recorded over time. If the measure of remaining rights exceeds the measure of the remaining performance obligations, the Company records a contract asset. Conversely, if the measure of the remaining performance obligations exceeds the measure of the remaining rights, the Company records a contract liability. There was no contract asset balance for any periods presented. The Company generally does not have material deferred revenue or contract liability balances arising from transactions with customers.

Disaggregation of Revenue

Revenue disaggregated by sales channel is as follows:

	For the Quarter Ended				For the Thirty-Nine Weeks Ended
Distribution Channel	March 30, 2023		March 24, 2022		March 30, 2023		March 24, 2022
Consumer	$	185,128	$	173,648	$	606,188	$	556,888
Commercial Ingredients		30,901		25,514		90,827		81,426
Contract Packaging		22,506		19,422		68,449		59,806
Total	$	238,535	$	218,584	$	765,464	$	698,120

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Leases

9 Months Ended

Mar. 30, 2023

Leases [Abstract]

Leases

Note 4 – Leases

Description of Leases

We lease equipment used in the transportation of goods in our warehouses, as well as a limited number of automobiles and a small warehouse near our Bainbridge, Georgia facility. Our leases generally do not contain non-lease components and do not contain any explicit guarantees of residual value. Our leases for warehouse transportation equipment generally require the equipment to be returned to the lessor in good working order.

Through a review of our contracts, we determine if an arrangement is a lease at inception and analyze the lease to determine if it is operating or finance. Operating lease right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental collateralized borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Implicit rates are used when readily determinable. None of our leases currently contain options to extend the term. In the event of an option to extend the term of a lease, the lease term used in measuring the liability would include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the respective lease term. Our leases have remaining terms of up to 5.5 years.

It is our accounting policy to not apply lease recognition requirements to short term leases, which are defined as leases with an initial term of 12 months or less. As such, leases with an initial term of 12 months or less are not recorded in the Consolidated Balance Sheets. We have also made the policy election to not separate lease and non-lease components for all leases.

The following table provides supplemental information related to operating lease right-of-use assets and liabilities:

	March 30, 2023		June 30, 2022		March 24, 2022		Affected Line Item in Consolidated Balance Sheet
Assets
Operating lease right-of-use assets	$	6,582	$	2,303	$	2,570	Operating lease right-of-use assets
Total lease right-of-use assets	$	6,582	$	2,303	$	2,570
Liabilities
Current:
Operating leases	$	1,752	$	1,258	$	1,355	Other accrued expenses
Noncurrent:
Operating leases		4,905		1,076		1,241	Long-term operating lease liabilities
Total lease liabilities	$	6,657	$	2,334	$	2,596

The following tables summarize the Company’s total lease costs and other information arising from operating lease transactions:

	For the Quarter Ended				For the Thirty-Nine Weeks Ended
	March 30, 2023		March 24, 2022		March 30, 2023		March 24, 2022
Operating lease costs (a)	$	529	$	470	$	1,544	$	1,384
Variable lease costs (b)		74		15		189		51
Total lease cost	$	603	$	485	$	1,733	$	1,435

(a)Includes short-term leases which are immaterial.

(b)Variable lease costs consist of sales tax and lease overtime charges.

Supplemental cash flow and other information related to leases was as follows:

	For the Thirty-Nine Weeks Ended
	March 30, 2023		March 24, 2022
Operating cash flows information:
Cash paid for amounts included in measurements for lease liabilities	$	1,249	$	1,199
Non-cash activity:
Right-of-use assets obtained in exchange for new operating lease obligations	$	5,458	$	167

	March 30, 2023			June 30, 2022			March 24, 2022
Weighted average remaining lease term (in years)		4.6			2.3			2.4
Weighted average discount rate		6.6	%		4.3	%		4.2	%

Maturities of operating lease liabilities as of March 30, 2023 are as follows:

Fiscal year ending
June 29, 2023 (excluding the thirty-nine weeks ended March 30, 2023)	$	636
June 27, 2024		1,918
June 26, 2025		1,541
June 25, 2026		1,347
June 24, 2027		1,158
June 29, 2028		1,000
Thereafter		139
Total lease payment		7,739
Less imputed interest		(1,082	)
Present value of operating lease liabilities	$	6,657

At March 30, 2023, the Company had an immaterial amount of leases that had not yet commenced.

Lessor Accounting

We lease office space in our four-story office building located in Elgin, Illinois. As a lessor, we retain substantially all of the risks and benefits of ownership of the investment property and under Topic 842: Leases we continue to account for all of our leases as operating leases. Lease agreements may include options to renew. We accrue fixed lease income on a straight‑line basis over the terms of the leases. There is generally no variable lease consideration and an immaterial amount of non-lease components such as recurring utility and storage fees. Leases between related parties are immaterial.

Leasing revenue is as follows:

	For the Quarter Ended				For the Thirty-Nine Weeks Ended
	March 30, 2023		March 24, 2022		March 30, 2023		March 24, 2022
Lease income related to lease payments	$	419	$	402	$	1,224	$	1,220

The future minimum, undiscounted fixed cash flows under non-cancelable tenant operating leases for each of the next five years are as follows:

Fiscal Year Ending
June 29, 2023 (excluding the thirty-nine weeks ended March 30, 2023)	$	465
June 27, 2024		1,869
June 26, 2025		1,282
June 25, 2026		697
June 24, 2027		614
June 29, 2028		—
	$	4,927

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Inventories

9 Months Ended

Mar. 30, 2023

Inventory Disclosure [Abstract]

Inventories

Note 5 – Inventories

Inventories consist of the following:

	March 30, 2023		June 30, 2022		March 24, 2022
Raw material and supplies	$	90,110	$	77,558	$	104,810
Work-in-process and finished goods		100,241		127,297		106,317
Total	$	190,351	$	204,855	$	211,127

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Goodwill and Intangible Assets

9 Months Ended

Mar. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Note 6 – Goodwill and Intangible Assets

Identifiable intangible assets that are subject to amortization consist of the following:

	March 30, 2023			June 30, 2022			March 24, 2022
Customer relationships	$	21,350		$	21,100		$	21,100
Brand names		17,070			16,990			16,990
Non-compete agreement		300			270			270
		38,720			38,360			38,360
Less accumulated amortization:
Customer relationships		(19,572	)		(18,795	)		(18,537	)
Brand names		(11,776	)		(11,252	)		(11,080	)
Non-compete agreement		(272	)		(248	)		(234	)
		(31,620	)		(30,295	)		(29,851	)
Net intangible assets	$	7,100		$	8,065		$	8,509

Customer relationships are being amortized on an accelerated basis. The brand names remaining to be amortized consist of the Squirrel Brand, Southern Style Nuts and Just the Cheese brand names.

Total amortization expense related to intangible assets, which is classified in administrative expense in the Consolidated Statement of Comprehensive Income, was $441 and $1,325 for the quarter and thirty-nine weeks ended March 30, 2023, respectively. Amortization expense for the remainder of fiscal 2023 is expected to be approximately $442 and expected amortization expense the next five fiscal years is as follows:

Fiscal Year Ending
June 27, 2024	$	1,565
June 26, 2025		1,213
June 25, 2026		880
June 24, 2027		706
June 29, 2028		528

The intangibles related to the Just the Cheese brand acquisition, which are reflected in the above table, and the expected amortization expense are based on the final valuation report with respect to such intangible assets.

Our net goodwill at March 30, 2023 was comprised of $9,650 from the Squirrel Brand acquisition completed in the second quarter of fiscal 2018 and $2,100 from the Just the Cheese brand acquisition completed in the second quarter of fiscal 2023. The changes in the carrying amount of goodwill since June 25, 2021 are as follows:

Gross goodwill balance at June 25, 2021	$	18,416
Accumulated impairment losses		(8,766	)
Net balance at June 25, 2021		9,650
Goodwill acquired during the period		2,100
Net balance at March 30, 2023	$	11,750

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Credit Facility

9 Months Ended

Mar. 30, 2023

Debt Disclosure [Abstract]

Credit Facility

Note 7 – Credit Facility

Our Amended and Restated Credit Agreement dated March 5, 2020 provides for a $117,500 senior secured revolving credit facility (the “Credit Facility”). The Credit Facility is secured by substantially all our assets other than machinery and equipment, real property and fixtures.

At March 30, 2023, we had $85,485 of available credit under the Credit Facility which reflects borrowings of $27,825 and reduced availability as a result of $4,190 in outstanding letters of credit. As of March 30, 2023, we were in compliance with all financial covenants under the Credit Facility.

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Earnings Per Common Share

9 Months Ended

Mar. 30, 2023

Earnings Per Share [Abstract]

Earnings Per Common Share

Note 8 – Earnings Per Common Share

The following table presents the reconciliation of the weighted average shares outstanding used in computing basic and diluted earnings per share:

	For the Quarter Ended				For the Thirty-Nine Weeks Ended
	March 30, 2023		March 24, 2022		March 30, 2023		March 24, 2022
Weighted average number of shares    outstanding – basic		11,592,362		11,548,554		11,570,954		11,533,338
Effect of dilutive securities:
Restricted stock units		63,832		53,412		61,702		55,745
Weighted average number of shares    outstanding – diluted		11,656,194		11,601,966		11,632,656		11,589,083

There were no anti-dilutive awards excluded from the computation of diluted earnings per share for any periods presented.

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Stock-Based Compensation Plans

9 Months Ended

Mar. 30, 2023

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation Plans

Note 9 – Stock-Based Compensation Plans

The following is a summary of restricted stock unit ("RSU") activity for the first thirty-nine weeks of fiscal 2023:

Restricted Stock Units	Shares			Weighted Average Grant Date Fair Value
Outstanding at June 30, 2022		142,239		$	70.42
Granted		64,351		$	74.11
Vested (a)		(33,607	)	$	88.62
Forfeited		(3,024	)	$	72.19
Outstanding at March 30, 2023		169,959		$	68.19

(a)The number of RSUs vested includes shares that were withheld on behalf of employees to satisfy statutory tax withholding requirements.

At March 30, 2023, there were 38,490 RSUs outstanding that were vested but deferred.

The following table summarizes compensation expense charged to earnings for all equity compensation plans for the periods presented:

	For the Quarter Ended				For the Thirty-Nine Weeks Ended
	March 30, 2023		March 24, 2022		March 30, 2023		March 24, 2022
Stock-based compensation expense	$	941	$	878	$	3,228	$	2,649

As of March 30, 2023, there was $5,539 of total unrecognized compensation expense related to non-vested RSUs granted under our stock-based compensation plans. We expect to recognize that cost over a weighted average period of 1.6 years.

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Retirement Plan

9 Months Ended

Mar. 30, 2023

Retirement Benefits [Abstract]

Retirement Plan

Note 10 – Retirement Plan

The Supplemental Employee Retirement Plan (“Retirement Plan”) is an unfunded, non-qualified deferred compensation plan that will provide eligible participants with monthly benefits upon retirement, disability or death, subject to certain conditions. The monthly benefit is based upon each participant’s earnings and his or her number of years of service. The components of net periodic benefit cost are as follows:

	For the Quarter Ended				For the Thirty-Nine Weeks Ended
	March 30, 2023		March 24, 2022		March 30, 2023		March 24, 2022
Service cost	$	200	$	248	$	601	$	743
Interest cost		342		255		1,025		764
Amortization of loss		7		363		21		1,091
Net periodic benefit cost	$	549	$	866	$	1,647	$	2,598

The components of net periodic benefit cost other than the service cost component are included in the line item “Pension expense (excluding service costs)” in the Consolidated Statements of Comprehensive Income.

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Accumulated Other Comprehensive Loss

9 Months Ended

Mar. 30, 2023

Accumulated Other Comprehensive Loss [Abstract]

Accumulated Other Comprehensive Loss

Note 11 – Accumulated Other Comprehensive Loss

The table below sets forth the changes to accumulated other comprehensive loss (“AOCL”) for the thirty-nine weeks ended March 30, 2023 and March 24, 2022. These changes are all related to our defined benefit pension plan.

	For the Thirty-Nine Weeks Ended
Changes to AOCL (a)	March 30, 2023			March 24, 2022
Balance at beginning of period	$	(2,480	)	$	(9,025	)
Other comprehensive income before reclassifications		—			—
Amounts reclassified from accumulated other comprehensive loss		21			1,091
Tax effect		(5	)		(284	)
Net current-period other comprehensive income		16			807
Balance at end of period	$	(2,464	)	$	(8,218	)

(a)Amounts in parenthesis indicate debits/expense.

The reclassifications out of AOCL for the quarter and thirty-nine weeks ended March 30, 2023 and March 24, 2022 were as follows:

	For the Quarter Ended						For the Thirty-Nine Weeks Ended						Affected Line Item in the Consolidated
Reclassifications from AOCL to    Earnings (b)	March 30, 2023			March 24, 2022			March 30, 2023			March 24, 2022			Statements of Comprehensive Income
Amortization of defined benefit    pension items:
Unrecognized net loss	$	(7	)	$	(363	)	$	(21	)	$	(1,091	)	Pension expense (excluding service costs)
Tax effect		2			94			5			284		Income tax expense
Amortization of defined pension items,    net of tax	$	(5	)	$	(269	)	$	(16	)	$	(807	)

(b)Amounts in parenthesis indicate debits to expense. See Note 10 – “Retirement Plan” above for additional details.

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Commitments and Contingent Liabilities

9 Months Ended

Mar. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingent Liabilities

Note 12 – Commitments and Contingent Liabilities

We are currently a party to various legal proceedings in the ordinary course of business. While management presently believes that the ultimate outcomes of these proceedings, individually and in the aggregate, will not materially affect our Company’s financial position, results of operations or cash flows, legal proceedings are subject to inherent uncertainties, and unfavorable outcomes could occur. Unfavorable outcomes could include substantial monetary damages in excess of any appropriate accruals, which management has established. Were such unfavorable final outcomes to occur, there exists the possibility of a material adverse effect on our financial position, results of operations and cash flows.

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Fair Value of Financial Instruments

9 Months Ended

Mar. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Note 13 – Fair Value of Financial Instruments

The Financial Accounting Standards Board defines fair value as the price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The guidance establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels:

Level 1	–	Quoted prices in active markets that are accessible at the measurement date for identical assets and liabilities.
Level 2	–	Observable inputs other than quoted prices in active markets. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.
Level 3	–	Unobservable inputs for which there is little or no market data available.

The carrying values of cash, trade accounts receivable and accounts payable approximate their fair values at each balance sheet date because of the short-term maturities and nature of these balances.

The carrying value of our revolving credit facility borrowings approximates fair value at each balance sheet date because interest rates on this instrument approximate current market rates (Level 2 criteria) and because of the short-term maturity and nature of this balance. In addition, there has been no significant change in our inherent credit risk.

The following table summarizes the carrying value and fair value estimate of our current and long-term debt, excluding unamortized debt issuance costs:

	March 30, 2023		June 30, 2022		March 24, 2022
Carrying value of current and long-term debt:	$	7,933	$	10,927	$	11,901
Fair value of current and long-term debt:		6,865		11,179		12,669

The estimated fair value of our long-term debt was determined using a market approach based upon Level 2 observable inputs, which estimates fair value based on interest rates currently offered on loans with similar terms to borrowers of similar credit quality or broker quotes. In addition, there have been no significant changes in the underlying assets securing our long-term debt.

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Subsequent Event

9 Months Ended

Mar. 30, 2023

Subsequent Events [Abstract]

Subsequent Events [Text Block]

Note 16 – Subsequent Event

On May 2, 2023, our Board of Directors declared a special cash dividend of $1.50 per share on all issued and outstanding shares of Common Stock and Class A Stock of the Company (the “May 2023 Dividends”). The May 2023 Dividends will be paid on June 22, 2023 to stockholders of record as of the close of business on June 1, 2023

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Garysburg, North Carolina Facility

9 Months Ended

Mar. 30, 2023

Sale of Facility [Abstract]

Garysburg, North Carolina Facility

Note 14 – Garysburg, North Carolina Facility

During the first quarter of fiscal 2022 we sold the Garysburg property and remaining equipment located at the property to a third party for $4,000, subject to customary adjustments to reflect closing costs, which resulted in a $2,349 gain.

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Recent Accounting Pronouncements

9 Months Ended

Mar. 30, 2023

Accounting Changes and Error Corrections [Abstract]

Recent Accounting Pronouncements

Note 15 – Recent Accounting Pronouncements

There were no recent accounting pronouncements adopted in the current fiscal year.

There are no recent accounting pronouncements that have been issued and not yet adopted that are expected to have a material impact on our Consolidated Financial Statements.

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Acquisition of Just the Cheese Brand (Tables)

9 Months Ended

Mar. 30, 2023

Just the Cheese Brand [Member]

Business Acquisition [Line Items]

Summary of Fair Value of Assets Acquired

The total purchase price of $3,500 has been allocated to the fair values of the assets acquired as follows:

Inventories	$	240
Fixed assets		800
Identifiable intangible assets:
Customer relationships		250
Brand names		80
Non-compete agreement		30
Goodwill		2,100
Total purchase price	$	3,500

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Revenue Recognition (Tables)

9 Months Ended

Mar. 30, 2023

Revenue from Contract with Customer [Abstract]

Summary of Revenue Disaggregated by Sales Channel

Revenue disaggregated by sales channel is as follows:

	For the Quarter Ended				For the Thirty-Nine Weeks Ended
Distribution Channel	March 30, 2023		March 24, 2022		March 30, 2023		March 24, 2022
Consumer	$	185,128	$	173,648	$	606,188	$	556,888
Commercial Ingredients		30,901		25,514		90,827		81,426
Contract Packaging		22,506		19,422		68,449		59,806
Total	$	238,535	$	218,584	$	765,464	$	698,120

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Leases (Tables)

9 Months Ended

Mar. 30, 2023

Leases [Abstract]

Supplemental information related to operating lease right-of-use assets and liabilities

The following table provides supplemental information related to operating lease right-of-use assets and liabilities:

	March 30, 2023		June 30, 2022		March 24, 2022		Affected Line Item in Consolidated Balance Sheet
Assets
Operating lease right-of-use assets	$	6,582	$	2,303	$	2,570	Operating lease right-of-use assets
Total lease right-of-use assets	$	6,582	$	2,303	$	2,570
Liabilities
Current:
Operating leases	$	1,752	$	1,258	$	1,355	Other accrued expenses
Noncurrent:
Operating leases		4,905		1,076		1,241	Long-term operating lease liabilities
Total lease liabilities	$	6,657	$	2,334	$	2,596

Summary of company's total lease costs and other information arising from operating lease transactions

The following tables summarize the Company’s total lease costs and other information arising from operating lease transactions:

	For the Quarter Ended				For the Thirty-Nine Weeks Ended
	March 30, 2023		March 24, 2022		March 30, 2023		March 24, 2022
Operating lease costs (a)	$	529	$	470	$	1,544	$	1,384
Variable lease costs (b)		74		15		189		51
Total lease cost	$	603	$	485	$	1,733	$	1,435

(a)Includes short-term leases which are immaterial.

(b)Variable lease costs consist of sales tax and lease overtime charges.

Summary of Supplemental cash flow and other information related to leases

Supplemental cash flow and other information related to leases was as follows:

	For the Thirty-Nine Weeks Ended
	March 30, 2023		March 24, 2022
Operating cash flows information:
Cash paid for amounts included in measurements for lease liabilities	$	1,249	$	1,199
Non-cash activity:
Right-of-use assets obtained in exchange for new operating lease obligations	$	5,458	$	167

Summary of other information

	March 30, 2023			June 30, 2022			March 24, 2022
Weighted average remaining lease term (in years)		4.6			2.3			2.4
Weighted average discount rate		6.6	%		4.3	%		4.2	%

Summary of maturities of operating lease liabilities

Maturities of operating lease liabilities as of March 30, 2023 are as follows:

Fiscal year ending
June 29, 2023 (excluding the thirty-nine weeks ended March 30, 2023)	$	636
June 27, 2024		1,918
June 26, 2025		1,541
June 25, 2026		1,347
June 24, 2027		1,158
June 29, 2028		1,000
Thereafter		139
Total lease payment		7,739
Less imputed interest		(1,082	)
Present value of operating lease liabilities	$	6,657

Summary of operating lease revenue

	For the Quarter Ended				For the Thirty-Nine Weeks Ended
	March 30, 2023		March 24, 2022		March 30, 2023		March 24, 2022
Lease income related to lease payments	$	419	$	402	$	1,224	$	1,220

Undiscounted fixed lease consideration under non-cancelable tenant operating leases

The future minimum, undiscounted fixed cash flows under non-cancelable tenant operating leases for each of the next five years are as follows:

Fiscal Year Ending
June 29, 2023 (excluding the thirty-nine weeks ended March 30, 2023)	$	465
June 27, 2024		1,869
June 26, 2025		1,282
June 25, 2026		697
June 24, 2027		614
June 29, 2028		—
	$	4,927

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Inventories (Tables)

9 Months Ended

Mar. 30, 2023

Inventory Disclosure [Abstract]

Components of Inventories

Inventories consist of the following:

	March 30, 2023		June 30, 2022		March 24, 2022
Raw material and supplies	$	90,110	$	77,558	$	104,810
Work-in-process and finished goods		100,241		127,297		106,317
Total	$	190,351	$	204,855	$	211,127

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Goodwill and Intangible Assets (Tables)

9 Months Ended

Mar. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Components of Identifiable Intangible Assets

Identifiable intangible assets that are subject to amortization consist of the following:

	March 30, 2023			June 30, 2022			March 24, 2022
Customer relationships	$	21,350		$	21,100		$	21,100
Brand names		17,070			16,990			16,990
Non-compete agreement		300			270			270
		38,720			38,360			38,360
Less accumulated amortization:
Customer relationships		(19,572	)		(18,795	)		(18,537	)
Brand names		(11,776	)		(11,252	)		(11,080	)
Non-compete agreement		(272	)		(248	)		(234	)
		(31,620	)		(30,295	)		(29,851	)
Net intangible assets	$	7,100		$	8,065		$	8,509

Summary of Expected Amortization Expense

expected amortization expense the next five fiscal years is as follows:

Fiscal Year Ending
June 27, 2024	$	1,565
June 26, 2025		1,213
June 25, 2026		880
June 24, 2027		706
June 29, 2028		528

Summary of Changes in Carrying Amount of Goodwill

The changes in the carrying amount of goodwill since June 25, 2021 are as follows:

Gross goodwill balance at June 25, 2021	$	18,416
Accumulated impairment losses		(8,766	)
Net balance at June 25, 2021		9,650
Goodwill acquired during the period		2,100
Net balance at March 30, 2023	$	11,750

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Earnings Per Common Share (Tables)

9 Months Ended

Mar. 30, 2023

Earnings Per Share [Abstract]

Weighted Average Shares Outstanding Used in Computing Basic and Diluted Earnings Per Share

The following table presents the reconciliation of the weighted average shares outstanding used in computing basic and diluted earnings per share:

	For the Quarter Ended				For the Thirty-Nine Weeks Ended
	March 30, 2023		March 24, 2022		March 30, 2023		March 24, 2022
Weighted average number of shares    outstanding – basic		11,592,362		11,548,554		11,570,954		11,533,338
Effect of dilutive securities:
Restricted stock units		63,832		53,412		61,702		55,745
Weighted average number of shares    outstanding – diluted		11,656,194		11,601,966		11,632,656		11,589,083

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Stock-Based Compensation Plans (Tables)

9 Months Ended

Mar. 30, 2023

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Summary of RSU Activity

The following is a summary of restricted stock unit ("RSU") activity for the first thirty-nine weeks of fiscal 2023:

Restricted Stock Units	Shares			Weighted Average Grant Date Fair Value
Outstanding at June 30, 2022		142,239		$	70.42
Granted		64,351		$	74.11
Vested (a)		(33,607	)	$	88.62
Forfeited		(3,024	)	$	72.19
Outstanding at March 30, 2023		169,959		$	68.19

(a)The number of RSUs vested includes shares that were withheld on behalf of employees to satisfy statutory tax withholding requirements.

Summary of Compensation Cost and Income Tax Benefit

The following table summarizes compensation expense charged to earnings for all equity compensation plans for the periods presented:

	For the Quarter Ended				For the Thirty-Nine Weeks Ended
	March 30, 2023		March 24, 2022		March 30, 2023		March 24, 2022
Stock-based compensation expense	$	941	$	878	$	3,228	$	2,649

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Retirement Plan (Tables)

9 Months Ended

Mar. 30, 2023

Retirement Benefits [Abstract]

Schedule of Net Periodic Pension Cost

The components of net periodic benefit cost are as follows:

	For the Quarter Ended				For the Thirty-Nine Weeks Ended
	March 30, 2023		March 24, 2022		March 30, 2023		March 24, 2022
Service cost	$	200	$	248	$	601	$	743
Interest cost		342		255		1,025		764
Amortization of loss		7		363		21		1,091
Net periodic benefit cost	$	549	$	866	$	1,647	$	2,598

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Accumulated Other Comprehensive Loss (Tables)

9 Months Ended

Mar. 30, 2023

Equity [Abstract]

Summary of Changes in Accumulated Other Comprehensive Loss

The table below sets forth the changes to accumulated other comprehensive loss (“AOCL”) for the thirty-nine weeks ended March 30, 2023 and March 24, 2022. These changes are all related to our defined benefit pension plan.

	For the Thirty-Nine Weeks Ended
Changes to AOCL (a)	March 30, 2023			March 24, 2022
Balance at beginning of period	$	(2,480	)	$	(9,025	)
Other comprehensive income before reclassifications		—			—
Amounts reclassified from accumulated other comprehensive loss		21			1,091
Tax effect		(5	)		(284	)
Net current-period other comprehensive income		16			807
Balance at end of period	$	(2,464	)	$	(8,218	)

(a)Amounts in parenthesis indicate debits/expense.

Summary of Reclassifications Out of AOCL

The reclassifications out of AOCL for the quarter and thirty-nine weeks ended March 30, 2023 and March 24, 2022 were as follows:

	For the Quarter Ended						For the Thirty-Nine Weeks Ended						Affected Line Item in the Consolidated
Reclassifications from AOCL to    Earnings (b)	March 30, 2023			March 24, 2022			March 30, 2023			March 24, 2022			Statements of Comprehensive Income
Amortization of defined benefit    pension items:
Unrecognized net loss	$	(7	)	$	(363	)	$	(21	)	$	(1,091	)	Pension expense (excluding service costs)
Tax effect		2			94			5			284		Income tax expense
Amortization of defined pension items,    net of tax	$	(5	)	$	(269	)	$	(16	)	$	(807	)

(b)Amounts in parenthesis indicate debits to expense. See Note 10 – “Retirement Plan” above for additional details.

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Fair Value of Financial Instruments (Tables)

9 Months Ended

Mar. 30, 2023

Fair Value Disclosures [Abstract]

Carrying Value and Fair Value Estimate of Current and Long Term Debt

The following table summarizes the carrying value and fair value estimate of our current and long-term debt, excluding unamortized debt issuance costs:

	March 30, 2023		June 30, 2022		March 24, 2022
Carrying value of current and long-term debt:	$	7,933	$	10,927	$	11,901
Fair value of current and long-term debt:		6,865		11,179		12,669

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Basis of Presentation and Description of Business - Additional Information (Detail)	9 Months Ended
	Mar. 30, 2023 Channel
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of distribution channels	3

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Acquisition of Just the Cheese Brand - Summary of Fair Value of Assets Acquired (Detail) - Just The Cheese Brand [Member] $ in Thousands	Dec. 16, 2022 USD ($)
Business Acquisition [Line Items]
Inventories	$ 240
Fixed assets	800
Identifiable intangible assets:
Goodwill	2,100
Total purchase price	3,500
Customer relationships [Member]
Identifiable intangible assets:
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	250
Brand names [Member]
Identifiable intangible assets:
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	80
Non-compete agreement [Member]
Identifiable intangible assets:
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	$ 30

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Acquisition of Just the Cheese Brand - Additional Information (Detail) - USD ($) $ in Thousands		9 Months Ended
	Dec. 16, 2022	Mar. 30, 2023	Mar. 24, 2022
Business Acquisition [Line Items]
Payments to Acquire Businesses, Gross		$ 3,500	$ 0
Just the Cheese Brand [Member]
Business Acquisition [Line Items]
Payments to Acquire Businesses, Gross	$ 3,500
Amount Of Purchase Price Allocated To Fair Value Of Assets Acquired	$ 3,500
Business Combination, Assets and Liabilities Arising from Contingencies, Description	There were no material contingencies recognized or unrecognized associated with the Acquisition.
Business Acquisition, Description of Acquired Entity	Just the Cheese is one of the nation’s leading baked cheese snacking brands and offers 100% real cheese snack bars and cheese crisps.
Date of acquisition	Dec. 16, 2022

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Revenue Recognition - Additional Information (Detail) - USD ($) $ in Thousands	Mar. 30, 2023	Jun. 30, 2022	Mar. 24, 2022
Disaggregation of Revenue [Line Items]
Contract assets	$ 0	$ 0	$ 0

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Revenue Recognition - Summary of Revenue Disaggregated by Sales Channel (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 30, 2023	Mar. 24, 2022	Mar. 30, 2023	Mar. 24, 2022
Disaggregation of Revenue [Line Items]
Total	$ 238,535	$ 218,584	$ 765,464	$ 698,120
Consumer [Member]
Disaggregation of Revenue [Line Items]
Total	185,128	173,648	606,188	556,888
Commercial Ingredients [Member]
Disaggregation of Revenue [Line Items]
Total	30,901	25,514	90,827	81,426
Contract Packaging [Member]
Disaggregation of Revenue [Line Items]
Total	$ 22,506	$ 19,422	$ 68,449	$ 59,806

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Leases - Additional Information (Detail)	Mar. 30, 2023
Maximum [Member]
Operating Leased Assets [Line Items]
Remaining lease term	5 years 6 months

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Leases - Operating Lease Assets And Liabilities (Detail) - USD ($) $ in Thousands	Mar. 30, 2023	Jun. 30, 2022	Mar. 24, 2022
Assets
Operating lease right-of-use assets	$ 6,582	$ 2,303	$ 2,570
Current
Operating Lease, Liability, Current	1,752	1,258	1,355
Noncurrent
Operating Lease, Liability, Noncurrent	4,905	1,076	1,241
Total lease liabilities	$ 6,657	$ 2,334	$ 2,596

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Leases - Lease Cost (Detail) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Mar. 30, 2023	Mar. 24, 2022	Mar. 30, 2023	Mar. 24, 2022
Leases [Abstract]
Operating lease costs	[1]	$ 529	$ 470	$ 1,544	$ 1,384
Variable lease costs	[2]	74	15	189	51
Total lease cost		$ 603	$ 485	$ 1,733	$ 1,435

[1] Includes short-term leases which are immaterial.

[2] Variable lease costs consist of sales tax and lease overtime charges.

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Leases - Operating Leases Cash Flow Related Information (Detail) - USD ($) $ in Thousands	9 Months Ended
	Mar. 30, 2023	Mar. 24, 2022
Operating cash flows information:
Cash paid for amounts included in measurements for lease liabilities	$ 1,249	$ 1,199
Non-cash activity:
Right-of-use assets obtained in exchange for new operating lease obligations	$ 5,458	$ 167

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Leases - Other Information Related to Operating Lease (Detail)	Mar. 30, 2023	Jun. 30, 2022	Mar. 24, 2022
Leases [Abstract]
Weighted average remaining lease term (in years)	4 years 7 months 6 days	2 years 3 months 18 days	2 years 4 months 24 days
Weighted average discount rate	6.60%	4.30%	4.20%

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Leases - Lessee Operating Lease Liability Maturity (Detail) - USD ($) $ in Thousands	Mar. 30, 2023	Jun. 30, 2022	Mar. 24, 2022
Leases [Abstract]
June 29, 2023 (excluding the thirty-nine weeks ended March 30, 2023)	$ 636
June 27, 2024	1,918
June 26, 2025	1,541
June 25, 2026	1,347
June 24, 2027	1,158
June 29, 2028	1,000
Thereafter	139
Total lease payment	7,739
Less imputed interest	(1,082)
Operating Lease, Liability	$ 6,657	$ 2,334	$ 2,596

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Leases - Operating Lease Revenue (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 30, 2023	Mar. 24, 2022	Mar. 30, 2023	Mar. 24, 2022
Leases [Abstract]
Lease income related to lease payments	$ 419	$ 402	$ 1,224	$ 1,220

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Leases - Lessor Operating Lease Payments To Be Received Maturity (Detail) $ in Thousands	Mar. 30, 2023 USD ($)
Leases [Abstract]
June 29, 2023 (excluding the thirty-nine weeks ended March 30, 2023)	$ 465
June 27, 2024	1,869
June 26, 2025	1,282
June 25, 2026	697
June 24, 2027	614
June 29, 2028	0
Total	$ 4,927

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Inventories - Components of Inventories (Detail) - USD ($) $ in Thousands	Mar. 30, 2023	Jun. 30, 2022	Mar. 24, 2022
Inventory Disclosure [Abstract]
Raw material and supplies	$ 90,110	$ 77,558	$ 104,810
Work-in-process and finished goods	100,241	127,297	106,317
Total	$ 190,351	$ 204,855	$ 211,127

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Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Mar. 30, 2023	Mar. 30, 2023	Jun. 30, 2022	Mar. 24, 2022	Jun. 25, 2021
Goodwill and Intangible Assets [Line Items]
Amortization expense for remainder of fiscal 2023	$ 442	$ 442
Goodwill related to acquisition	11,750	11,750	$ 9,650	$ 9,650	$ 9,650
Administrative Expenses [Member]
Goodwill and Intangible Assets [Line Items]
Amortization of intangible assets	441	1,325
Squirrel Brand [Member]
Goodwill and Intangible Assets [Line Items]
Goodwill related to acquisition	9,650	9,650
Just The Cheese Brand Acquisition [Member]
Goodwill and Intangible Assets [Line Items]
Goodwill related to acquisition	$ 2,100	$ 2,100

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Goodwill and Intangible Assets - Components of Identifiable Intangible Assets (Detail) - USD ($) $ in Thousands	Mar. 30, 2023	Jun. 30, 2022	Mar. 24, 2022
Finite-Lived Intangible Assets [Line Items]
Total intangible assets, gross	$ 38,720	$ 38,360	$ 38,360
Less accumulated amortization:
Total accumulated amortization	(31,620)	(30,295)	(29,851)
Net intangible assets	7,100	8,065	8,509
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets, gross	21,350	21,100	21,100
Less accumulated amortization:
Total accumulated amortization	(19,572)	(18,795)	(18,537)
Brand Names [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets, gross	17,070	16,990	16,990
Less accumulated amortization:
Total accumulated amortization	(11,776)	(11,252)	(11,080)
Non-compete Agreement [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets, gross	300	270	270
Less accumulated amortization:
Total accumulated amortization	$ (272)	$ (248)	$ (234)

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Goodwill and Intangible Assets - Summary of Expected Amortization Expense (Detail) $ in Thousands	Mar. 30, 2023 USD ($)
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]
June 27, 2024	$ 1,565
June 26, 2025	1,213
June 25, 2026	880
June 24, 2027	706
June 29, 2028	$ 528

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Goodwill and Intangible Assets - Summary of Changes in Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands	21 Months Ended
	Mar. 30, 2023	Jun. 25, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Gross goodwill balance at June 25, 2021		$ 18,416
Accumulated impairment losses		$ (8,766)
Goodwill acquired during the period	$ 2,100
Ending, Net balance	$ 11,750

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Credit Facility - Additional Information (Detail) - Senior Secured Revolving Credit Facility [Member] - USD ($) $ in Thousands	Mar. 30, 2023	Mar. 05, 2020
Debt Instrument [Line Items]
Revolving loan commitment and letter of credit sub facility		$ 117,500
Available credit under the Credit Facility	$ 85,485
Outstanding letters of credit	4,190
Revolving credit facility borrowings	$ 27,825

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Earnings Per Common Share - Weighted Average Shares Outstanding Used in Computing Basic and Diluted Earnings Per Share (Detail) - shares	3 Months Ended		9 Months Ended
	Mar. 30, 2023	Mar. 24, 2022	Mar. 30, 2023	Mar. 24, 2022
Weighted Average Number of Shares Outstanding Reconciliation [Abstract]
Weighted Average Number of Shares Outstanding, Basic	11,592,362	11,548,554	11,570,954	11,533,338
Effect of dilutive securities:
Restricted stock units	63,832	53,412	61,702	55,745
Weighted average number of shares outstanding – diluted	11,656,194	11,601,966	11,632,656	11,589,083

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Earnings Per Common Share - Additional Information (Detail) - shares	3 Months Ended		9 Months Ended
	Mar. 30, 2023	Mar. 24, 2022	Mar. 30, 2023	Mar. 24, 2022
Earnings Per Share [Abstract]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	0	0	0	0

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Stock-Based Compensation Plans - Additional Information (Detail) $ in Thousands		9 Months Ended
	Mar. 30, 2023 USD ($) shares	Mar. 30, 2023 USD ($) shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected weighted average recognize period of unrecognized compensation cost related to non-vested share-based compensation	1 year 7 months 6 days
Unrecognized compensation expense related to non-vested share-based compensation | $	$ 5,539	$ 5,539
Restricted stock units in granted		64,351
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units vested	38,490

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Stock-Based Compensation Plans - Summary of RSU Activity (Detail)	9 Months Ended
	Mar. 30, 2023 $ / shares shares
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Outstanding beginning balance, Shares | shares	142,239
Granted, Shares | shares	64,351
Vested, Shares | shares	(33,607)	[1]
Forfeited, Shares | shares	(3,024)
Outstanding ending balance, Shares | shares	169,959
Weighted-Average Grant-Date Fair Value, Beginning Balance | $ / shares	$ 70.42
Granted, Weighted-Average Grant-Date Fair Value | $ / shares	74.11
Vested, Weighted-Average Grant-Date Fair Value | $ / shares	88.62	[1]
Forfeited, Weighted-Average Grant-Date Fair Value | $ / shares	72.19
Weighted-Average Grant-Date Fair Value, Ending Balance | $ / shares	$ 68.19

[1] The number of RSUs vested includes shares that were withheld on behalf of employees to satisfy statutory tax withholding requirements

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Stock-Based Compensation Plans - Summary of Compensation Expenses (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 30, 2023	Mar. 24, 2022	Mar. 30, 2023	Mar. 24, 2022
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock-based compensation expense	$ 941	$ 878	$ 3,228	$ 2,649

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Retirement Plan - Schedule of Net Periodic Benefit Cost (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 30, 2023	Mar. 24, 2022	Mar. 30, 2023	Mar. 24, 2022
Retirement Benefits [Abstract]
Service cost	$ 200	$ 248	$ 601	$ 743
Interest cost	342	255	1,025	764
Amortization of loss	7	363	21	1,091
Net periodic benefit cost	$ 549	$ 866	$ 1,647	$ 2,598

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Accumulated Other Comprehensive Loss - Changes in Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Mar. 30, 2023	Mar. 24, 2022	Mar. 30, 2023	Mar. 24, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance at beginning of period				$ (2,480)
Net current-period other comprehensive income		$ 5	$ 269	16	$ 807
Balance at end of period		(2,464)	(8,218)	(2,464)	(8,218)
Accumulated Other Comprehensive Loss [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance at beginning of period	[1]			(2,480)	(9,025)
Other comprehensive income before reclassifications	[1]			0	0
Amounts reclassified from accumulated other comprehensive loss	[1]			21	1,091
Tax effect	[1]			(5)	(284)
Net current-period other comprehensive income	[1]			16	807
Balance at end of period	[1]	$ (2,464)	$ (8,218)	$ (2,464)	$ (8,218)

[1] Amounts in parenthesis indicate debits/expense

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Accumulated Other Comprehensive Loss - Reclassifications Out of AOCL (Detail) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Mar. 30, 2023	Mar. 24, 2022	Mar. 30, 2023	Mar. 24, 2022
Accumulated Defined Benefit Plans Adjustment, Net Gain (Loss) Attributable to Parent [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Unrecognized net loss	[1]	$ (7)	$ (363)	$ (21)	$ (1,091)
Amortization of Defined Benefit Pension Items [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Tax effect	[1]	2	94	5	284
Amortization of defined pension items, net of tax	[1]	$ (5)	$ (269)	$ (16)	$ (807)

[1] Amounts in parenthesis indicate debits to expense. See Note 10 – “Retirement Plan” above for additional details.

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Fair Value of Financial Instruments - Carrying Value and Fair Value Estimate of Current and Long-Term Debt (Detail) - USD ($) $ in Thousands	Mar. 30, 2023	Jun. 30, 2022	Mar. 24, 2022
Fair Value Disclosures [Abstract]
Carrying value of current and long-term debt:	$ 7,933	$ 10,927	$ 11,901
Fair value of current and long-term debt:	$ 6,865	$ 11,179	$ 12,669

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Garysburg, North Carolina Facility - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 30, 2023	Mar. 24, 2022	Mar. 30, 2023	Mar. 24, 2022
Fire Note [Line Items]
Gain (Loss) on Disposition of Property Plant Equipment	$ 0	$ 0	$ 0	$ 2,349
Property, Plant and Equipment [Member]
Fire Note [Line Items]
Proceeds from Sale of Property, Plant, and Equipment				4,000
Gain (Loss) on Disposition of Property Plant Equipment				$ 2,349

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Subsequent Event (Additional Information) (Details) - Subsequent Event [Member] - $ / shares	Jun. 22, 2023	Jun. 01, 2023	May 02, 2023
Subsequent Event [Line Items]
Special Dividend Amount Per Share			$ 1.50
Dividends Payable, Date Declared			May 02, 2023
Dividends Payable, Date to be Paid	Jun. 22, 2023
Dividends Payable, Date of Record		Jun. 01, 2023