c
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number:
(Exact Name of Registrant as Specified in its Charter)
( State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer |
(Address of principal executive offices) |
(Zip Code) |
(
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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(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.
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).
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.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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 25, 2024,
JOHN B. SANFILIPPO & SON, INC.
FORM 10-Q
For the Quarter Ended March 28, 2024
INDEX
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)
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For the Quarter Ended |
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For the Thirty-Nine Weeks Ended |
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March 28, |
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March 30, |
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March 28, |
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March 30, |
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Net sales |
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$ |
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$ |
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$ |
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$ |
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Cost of sales |
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Gross profit |
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Operating expenses: |
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Selling expenses |
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Administrative expenses |
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Bargain purchase gain, net |
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( |
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Total operating expenses |
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Income from operations |
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Other expense: |
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Interest expense including $ |
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Rental and miscellaneous expense, net |
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Pension expense (excluding service costs) |
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Total other expense, net |
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Income before income taxes |
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Income tax expense |
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Net income |
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$ |
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$ |
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$ |
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$ |
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Other comprehensive income: |
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Amortization of actuarial loss included in net |
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Income tax expense related to pension adjustments |
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( |
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( |
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Other comprehensive income, net of tax |
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Comprehensive income |
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$ |
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$ |
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$ |
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$ |
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Net income per common share-basic |
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$ |
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$ |
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$ |
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$ |
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Net income per common share-diluted |
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$ |
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$ |
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$ |
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$ |
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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)
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March 28, |
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June 29, |
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March 30, |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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$ |
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$ |
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$ |
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Accounts receivable, less allowance for doubtful accounts of $ |
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Inventories |
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Prepaid expenses and other current assets |
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TOTAL CURRENT ASSETS |
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PROPERTY, PLANT AND EQUIPMENT: |
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Land |
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Buildings |
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Machinery and equipment |
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Furniture and leasehold improvements |
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Vehicles |
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Construction in progress |
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Less: Accumulated depreciation |
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Rental investment property, less accumulated depreciation of $ |
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TOTAL PROPERTY, PLANT AND EQUIPMENT |
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Intangible assets, net |
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Deferred income taxes |
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Goodwill |
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Operating lease right-of-use assets |
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Other assets |
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TOTAL ASSETS |
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$ |
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$ |
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$ |
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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)
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March 28, |
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June 29, |
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March 30, |
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LIABILITIES & STOCKHOLDERS' EQUITY |
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CURRENT LIABILITIES: |
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Revolving credit facility borrowings |
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$ |
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$ |
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$ |
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Current maturities of related party long-term debt, net |
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Accounts payable |
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Bank overdraft |
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Accrued payroll and related benefits |
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Other accrued expenses |
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TOTAL CURRENT LIABILITIES |
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LONG-TERM LIABILITIES: |
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Long-term related party debt, less current maturities, net |
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Retirement plan |
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Long-term operating lease liabilities, net of current portion |
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Long-term workers' compensation liabilities |
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Other |
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TOTAL LONG-TERM LIABILITIES |
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TOTAL LIABILITIES |
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STOCKHOLDERS' EQUITY: |
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Class A Common Stock, convertible to Common Stock on |
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Common Stock, non-cumulative voting rights of one vote |
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Capital in excess of par value |
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Retained earnings |
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Accumulated other comprehensive loss |
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( |
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( |
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( |
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Treasury stock, at cost; |
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( |
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( |
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( |
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TOTAL STOCKHOLDERS’ EQUITY |
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TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY |
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$ |
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$ |
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$ |
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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)
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Accumulated |
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Class A |
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Capital in |
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Other |
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Common Stock |
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Common Stock |
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Excess of |
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Retained |
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Comprehensive |
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Treasury |
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Shares |
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Amount |
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Shares |
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Amount |
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Par Value |
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Earnings |
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Loss |
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Stock |
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Total |
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Balance, June 29, 2023 |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Net income |
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Cash dividends ($ |
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( |
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( |
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Equity award exercises |
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Stock-based compensation expense |
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Balance, September 28, 2023 |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Net income |
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Equity award exercises, net |
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( |
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( |
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Stock-based compensation expense |
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Balance, December 28, 2023 |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Net income |
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Equity award exercises, net |
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Stock-based compensation expense |
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Balance, March 28, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Accumulated |
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Class A |
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Capital in |
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Other |
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Common Stock |
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Common Stock |
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Excess of |
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Retained |
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Comprehensive |
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Treasury |
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Shares |
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Amount |
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Shares |
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Amount |
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Par Value |
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Earnings |
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Loss |
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Stock |
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Total |
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Balance, June 30, 2022 |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Net income |
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Cash dividends ($ |
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( |
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( |
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Pension liability amortization, net |
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Stock-based compensation expense |
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Balance, September 29, 2022 |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Net income |
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Cash dividends ($ |
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( |
) |
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( |
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Pension liability amortization, net |
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Equity award exercises, net |
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( |
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( |
) |
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Stock-based compensation expense |
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Balance, December 29, 2022 |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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|||||||
Net income |
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Pension liability amortization, net |
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Equity award exercises, net |
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( |
) |
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( |
) |
|||||||
Stock-based compensation expense |
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|
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|
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|
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|||||||||
Balance, March 30, 2023 |
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|
$ |
|
|
|
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|
$ |
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|
$ |
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|
$ |
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|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
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 |
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|||||
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|
March 28, |
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|
March 30, |
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||
CASH FLOWS FROM OPERATING ACTIVITIES: |
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||
Net income |
|
$ |
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|
$ |
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||
Depreciation and amortization |
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||
Loss on disposition of assets, net |
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Deferred income tax expense |
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Stock-based compensation expense |
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||
Bargain purchase gain, net |
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( |
) |
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|
Change in assets and liabilities, net of Acquisition: |
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||
Accounts receivable, net |
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( |
) |
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( |
) |
Inventories |
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( |
) |
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|
Prepaid expenses and other current assets |
|
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( |
) |
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Accounts payable |
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( |
) |
|
Accrued expenses |
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( |
) |
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|
Income taxes receivable |
|
|
( |
) |
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( |
) |
Other long-term assets and liabilities |
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||
Other, net |
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||
Net cash provided by operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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||
Purchases of property, plant and equipment |
|
|
( |
) |
|
|
( |
) |
Business acquisitions, net |
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( |
) |
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( |
) |
Other, net |
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|
( |
) |
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( |
) |
Net cash used in investing activities |
|
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( |
) |
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( |
) |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Net short-term borrowings (repayments) |
|
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( |
) |
|
Debt issue costs |
|
|
( |
) |
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|
Principal payments on long-term debt |
|
|
( |
) |
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( |
) |
Increase in bank overdraft |
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Dividends paid |
|
|
( |
) |
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( |
) |
Taxes paid related to net share settlement of equity awards |
|
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( |
) |
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( |
) |
Net cash provided by (used in) financing activities |
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( |
) |
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||
NET DECREASE IN CASH AND CASH EQUIVALENTS |
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( |
) |
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|
( |
) |
Cash and cash equivalents, beginning of period |
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|
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||
Cash, end of period |
|
$ |
|
|
$ |
|
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:
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 bars, snack bites, sunflower kernels, dried fruit, corn snacks, chickpea snacks, sesame sticks, other sesame snack products and baked cheese snack products under our brand names, including Just the Cheese, and under private brands. Finally, with our recent acquisition of assets relating to the snack bars business from TreeHouse Foods, Inc., which was completed in the second quarter of fiscal 2024, we are able to offer our private brand customers a complete portfolio of snack bars. Our products are sold through
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 29, 2023 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 2023 Annual Report on Form 10-K for the fiscal year ended June 29, 2023.
Note 2 – Lakeville Acquisition
On
8
The following table summarizes the preliminary amounts allocated to the fair values of certain assets acquired at the acquisition date:
Inventories |
$ |
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|
Property, plant and equipment |
|
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|
Identifiable intangible assets: |
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Product formulas |
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Total assets acquired |
$ |
|
Property, plant and equipment represent a manufacturing facility and related equipment located in Lakeville, Minnesota. The fair value for the property was primarily determined using a market approach. The fair values for the machinery and equipment were determined using a combination of the direct and indirect cost approaches, along with the market approach. All assets will be depreciated on a straight-line basis over their estimated remaining useful lives as determined in accordance with our accounting policies.
The product formulas asset represents the value of these formulas designed to replicate the taste, texture and appearance of branded snack bars. The fair value of the product formulas was determined using the income approach through a relief from royalty method analysis. We are amortizing formulas over a weighted average life of
The $
Net sales of $
The following reflects the unaudited pro forma results of operations of the Company as if the Lakeville Acquisition had taken place at the beginning of fiscal 2023.
|
|
For the Quarter Ended |
|
|
For the Thirty-Nine Weeks Ended |
|
||||||||||
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|
March 28, |
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|
March 30, |
|
|
March 28, |
|
|
March 30, |
|
||||
Pro forma net sales |
|
$ |
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|
$ |
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$ |
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$ |
|
||||
Pro forma net income |
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Pro forma diluted earnings per share |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
These unaudited pro forma results have been calculated after applying our accounting policies and adjusting the results of the Lakeville Acquisition to reflect elimination of transaction costs and the bargain purchase gain and to record additional interest expense and cost of sales that would have been incurred, assuming the fair value adjustment to inventory had been applied from July 1, 2022, net of related income taxes in respect of pro forma net income and diluted earnings per share performance. The impact to the above pro forma information of incremental depreciation and amortization expense is insignificant and therefore excluded from the calculation of pro forma results.
Since the Lakeville Acquisition, we continue to operate in a single reportable operating segment that consists of selling various nut and nut-related products and snacks through three sales distribution channels. Revenues from the Lakeville Acquisition are primarily in our consumer distribution channel.
9
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. It is also 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
10
Disaggregation of Revenue
Revenue disaggregated by sales channel is as follows:
|
|
For the Quarter Ended |
|
|
For the Thirty-Nine Weeks Ended |
|
||||||||||
Distribution Channel |
|
March 28, |
|
|
March 30, |
|
|
March 28, |
|
|
March 30, |
|
||||
Consumer |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Commercial Ingredients |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contract Packaging |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
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
It is our accounting policy not to apply lease recognition requirements to short term leases, 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 28, |
|