10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 24, 2022

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	Name of Each Exchange on Which Registered
Common Stock, $.01 par value per share	JBSS	The NASDAQ Stock Market LLC (NASDAQ Global Select Market)

Securities registered pursuant to Section 12(g) of the Act: None

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 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, a 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. (Check One)

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 22, 2022, 8,928,520 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 24, 2022

INDEX

	Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Statements of Comprehensive Income for the Quarter and Thirty-Nine Weeks Ended March 24, 2022 and March 25, 2021		3
Consolidated Balance Sheets as of March 24, 2022, June 24, 2021 and March 25, 2021		4
Consolidated Statements of Stockholders’ Equity for the Quarter and Thirty-Nine Weeks Ended March 24, 2022 and March 25, 2021		6
Consolidated Statements of Cash Flows for the Thirty-Nine Weeks Ended March 24, 2022 and March 25, 2021		7
Notes to Consolidated Financial Statements		8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
Item 3. Quantitative and Qualitative Disclosures About Market Risk		28
Item 4. Controls and Procedures		28
PART II. OTHER INFORMATION
Item 1. Legal Proceedings		28
Item 1A. Risk Factors		28
Item 6. Exhibits		28
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 24, 2022			March 25, 2021			March 24, 2022			March 25, 2021
Net sales	$	218,584		$	207,892		$	698,120		$	651,740
Cost of sales		179,175			161,846			554,678			513,567
Gross profit		39,409			46,046			143,442			138,173
Operating expenses:
Selling expenses		15,584			15,090			56,896			44,868
Administrative expenses		6,401			9,859			25,871			25,539
Gain on sale of facility, net		—			—			(2,349	)		—
Total operating expenses		21,985			24,949			80,418			70,407
Income from operations		17,424			21,097			63,024			67,766
Other expense:
Interest expense including $199, $162, $591 and $494 to related parties		531			309			1,322			1,135
Rental and miscellaneous expense, net		403			379			1,074			1,176
Other expense		618			630			1,855			1,889
Total other expense, net		1,552			1,318			4,251			4,200
Income before income taxes		15,872			19,779			58,773			63,566
Income tax expense		3,995			5,078			14,400			16,168
Net income	$	11,877		$	14,701		$	44,373		$	47,398
Other comprehensive income:
Amortization of prior service cost and actuarial loss included in net periodic pension cost		363			416			1,091			1,246
Income tax expense related to pension adjustments		(94	)		(104	)		(284	)		(311	)
Other comprehensive income, net of tax		269			312			807			935
Comprehensive income	$	12,146		$	15,013		$	45,180		$	48,333
Net income per common share-basic	$	1.03		$	1.28		$	3.85		$	4.12
Net income per common share-diluted	$	1.02		$	1.27		$	3.83		$	4.10

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 24, 2022		June 24, 2021		March 25, 2021
ASSETS
CURRENT ASSETS:
Cash	$	667	$	672	$	1,043
Accounts receivable, less allowance for doubtful accounts of $280, $291 and $291		68,704		66,334		64,502
Inventories		211,127		147,998		151,757
Prepaid expenses and other current assets		7,653		8,568		6,481
Assets held for sale		—		1,595		—
TOTAL CURRENT ASSETS		288,151		225,167		223,783
PROPERTY, PLANT AND EQUIPMENT:
Land		9,150		9,150		9,277
Buildings		102,810		102,666		110,739
Machinery and equipment		230,842		225,529		225,583
Furniture and leasehold improvements		5,296		5,287		5,322
Vehicles		614		614		604
Construction in progress		18,077		12,301		9,662
		366,789		355,547		361,187
Less: Accumulated depreciation		249,358		238,471		247,812
	117,431		117,076		113,375
Rental investment property, less accumulated depreciation of $13,431, $12,825 and $12,623		15,692		16,298		16,500
TOTAL PROPERTY, PLANT AND EQUIPMENT		133,123		133,374		129,875
Intangible assets, net		8,509		9,961		10,464
Cash surrender value of officers’ life insurance and other assets		6,472		10,732		9,647
Deferred income taxes		5,104		6,087		5,051
Goodwill		9,650		9,650		9,650
Operating lease right-of-use assets		2,570		3,484		3,758
TOTAL ASSETS	$	453,579	$	398,455	$	392,228

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 24, 2022			June 24, 2021			March 25, 2021
LIABILITIES & STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Revolving credit facility borrowings	$	65,863		$	8,653		$	26,005
Current maturities of long-term debt, including related party debt of $600, $627 and $616 and net of unamortized debt issuance costs of $7, $15 and $17		3,961			3,875			3,828
Accounts payable		48,918			48,861			43,684
Bank overdraft		1,314			1,093			1,509
Accrued payroll and related benefits		12,646			24,109			19,224
Other accrued expenses		13,113			13,613			12,422
TOTAL CURRENT LIABILITIES		145,815			100,204			106,672
LONG-TERM LIABILITIES:
Long-term debt, less current maturities, including related party debt of $7,933, $8,320 and $8,481and net of unamortized debt issuance costs of $0, $4 and $7		7,933			10,855			11,842
Retirement plan		35,935			34,919			32,433
Long-term operating lease liabilities, net of current portion		1,241			2,103			2,359
Other		7,876			7,880			8,019
TOTAL LONG-TERM LIABILITIES		52,985			55,757			54,653
TOTAL LIABILITIES		198,800			155,961			161,325
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, 9,046,420, 8,988,812 and 8,988,812 shares issued		90			90			90
Capital in excess of par value		127,910			126,271			125,693
Retained earnings		136,175			126,336			113,993
Accumulated other comprehensive loss		(8,218	)		(9,025	)		(7,695	)
Treasury stock, at cost; 117,900 shares of Common Stock		(1,204	)		(1,204	)		(1,204	)
TOTAL STOCKHOLDERS’ EQUITY		254,779			242,494			230,903
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	453,579		$	398,455		$	392,228

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)

	Class A Common Stock				Common Stock				Capital in Excess of Par Value			Retained Earnings			Accumulated Other Comprehensive Loss			Treasury Stock
	Shares		Amount		Shares		Amount														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

	Class A Common Stock				Common Stock				Capital in Excess of Par Value			Retained Earnings			Accumulated Other Comprehensive Loss			Treasury Stock
	Shares		Amount		Shares		Amount														Total
Balance, June 25, 2020		2,597,426	$	26		8,939,890	$	89	$	123,899		$	124,058		$	(8,630	)	$	(1,204	)	$	238,238
Net income													12,812									12,812
Cash dividends ($2.50 per share)													(28,685	)								(28,685	)
Pension liability amortization, net of income tax expense of $104																312						312
Equity award exercises						221		—		—												—
Stock-based compensation expense										622												622
Balance, September 24, 2020		2,597,426	$	26		8,940,111	$	89	$	124,521		$	108,185		$	(8,318	)	$	(1,204	)	$	223,299
Net income													19,885									19,885
Pension liability amortization, net of income tax expense of $103																311						311
Equity award exercises, net of shares withheld for employee taxes						43,477		1		(487	)											(486	)
Stock-based compensation expense										998												998
Balance, December 24, 2020		2,597,426	$	26		8,983,588	$	90	$	125,032		$	128,070		$	(8,007	)	$	(1,204	)	$	244,007
Net income													14,701									14,701
Cash dividends ($2.50 per share)													(28,778	)								(28,778	)
Pension liability amortization, net of income tax expense of $104																312						312
Equity award exercises, net of shares withheld for employee taxes						5,224		—		(49	)											(49	)
Stock-based compensation expense										710												710
Balance, March 25, 2021		2,597,426	$	26		8,988,812	$	90	$	125,693		$	113,993		$	(7,695	)	$	(1,204	)	$	230,903

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 24, 2022			March 25, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	44,373		$	47,398
Depreciation and amortization		13,619			13,665
Gain on disposition of assets, net		(1,754	)		(2,733	)
Deferred income tax expense		983			1,737
Stock-based compensation expense		2,649			2,330
Change in assets and liabilities:
Accounts receivable, net		(2,370	)		(7,553	)
Inventories		(63,129	)		20,311
Prepaid expenses and other current assets		915			1,834
Accounts payable		1,767			7,498
Accrued expenses		(10,046	)		(6,138	)
Income taxes payable		(1,917	)		(3,727	)
Other long-term assets and liabilities		532			605
Other, net		1,823			1,799
Net cash (used in) provided by operating activities		(12,555	)		77,026
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(12,836	)		(15,769	)
Proceeds from insurance recoveries		—			2,506
Proceeds from dispositions of assets, net		3,950			299
Proceeds from the sale of life insurance policies		3,225			—
Other		(827	)		(656	)
Net cash used in investing activities		(6,488	)		(13,620	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net short-term borrowings (repayments)		57,210			(1,003	)
Principal payments on long-term debt		(2,849	)		(4,365	)
Increase (decrease) in bank overdraft		221			(532	)
Dividends paid		(34,534	)		(57,463	)
Taxes paid related to net share settlement of equity awards		(1,010	)		(535	)
Net cash provided by (used in) financing activities		19,038			(63,898	)
NET DECREASE IN CASH		(5	)		(492	)
Cash, beginning of period		672			1,535
Cash, end of period	$	667		$	1,043

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 2022 and fiscal 2021 are to the 53 week fiscal year ending June 30, 2022 and the 52 week fiscal year ended June 24, 2021, respectively.

• References herein to the third quarter of fiscal 2022 and fiscal 2021 are to the quarters ended March 24, 2022 and March 25, 2021, respectively.

• References herein to the first three quarters or first thirty-nine weeks of fiscal 2022 and fiscal 2021 are to the thirty-nine weeks ended March 24, 2022 and March 25, 2021, 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, Southern Style Nuts and Sunshine Country 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, 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. 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 24, 2021 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 2021 Annual Report on Form 10-K for the fiscal year ended June 24, 2021.

Note 2 – 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.

8

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, as the customer can 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 consisting of promotional allowances, volume and customer rebates, in-store display incentives and marketing allowances, among others, 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. The contract asset balance at June 24, 2021 was $74 and was recorded in the caption “Prepaid expenses and other current assets” on the Consolidated Balance Sheets. There was no contract asset balance for the other 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 24, 2022		March 25, 2021		March 24, 2022		March 25, 2021
Consumer	$	173,648	$	169,415	$	556,888	$	528,201
Commercial Ingredients		25,514		21,052		81,426		64,399
Contract Packaging		19,422		17,425		59,806		59,140
Total	$	218,584	$	207,892	$	698,120	$	651,740

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Note 3 – 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.

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 4.9 years.

It is our accounting policy to not 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 Sheet. 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 24, 2022		June 24, 2021		March 25, 2021		Affected Line Item in Consolidated Balance Sheet
Assets
Operating lease right-of-use assets	$	2,570	$	3,484	$	3,758	Operating lease right-of-use assets
Total lease right-of-use assets	$	2,570	$	3,484	$	3,758
Liabilities
Current:
Operating leases	$	1,355	$	1,430	$	1,449	Other accrued expenses
Noncurrent:
Operating leases		1,241		2,103		2,359	Long-term operating lease liabilities
Total lease liabilities	$	2,596	$	3,533	$	3,808

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 24, 2022		March 25, 2021		March 24, 2022		March 25, 2021
Operating lease costs (a)	$	470	$	437	$	1,384	$	1,387
Variable lease costs (b)		15		17		51		54
Total Lease Cost	$	485	$	454	$	1,435	$	1,441

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

(b)  Variable lease costs consist of sales tax.

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

	For the Thirty-Nine Weeks Ended
	March 24, 2022		March 25, 2021
Operating cash flows information:
Cash paid for amounts included in measurements for lease liabilities	$	1,199	$	1,171
Non-cash activity:
Right-of-use assets obtained in exchange for new operating lease obligations	$	167	$	490

	March 24, 2022			June 24, 2021			March 25, 2021
Weighted Average Remaining Lease Term (in years)		2.4			2.8			3.0
Weighted Average Discount Rate		4.2	%		4.3	%		4.3	%

Maturities of operating lease liabilities as of March 24, 2022 are as follows:

Fiscal year ending
June 30, 2022 (excluding the thirty-nine weeks ended March 24, 2022)	$	373
June 29, 2023		1,297
June 27, 2024		654
June 26, 2025		278
June 25, 2026		103
June 24, 2027		18
Thereafter		—
Total lease payments		2,723
Less imputed interest		(127	)
Present value of operating lease liabilities	$	2,596

At March 24, 2022, the Company has additional operating leases of approximately $670 that have not yet commenced and therefore are not reflected in the Consolidated Balance Sheet and tables above. The leases are scheduled to commence in the fourth quarter of fiscal 2022 or early fiscal 2023 with an initial lease term ranging from 3 to 5 years.

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 24, 2022		March 25, 2021		March 24, 2022		March 25, 2021
Lease income related to lease payments	$	402	$	451	$	1,220	$	1,354

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The future minimum, undiscounted fixed cash flows under non-cancelable tenant operating leases for each of the next five years and thereafter is presented below.

Fiscal year ending
June 30, 2022 (excluding the thirty-nine weeks ended March 24, 2022)	$	443
June 29, 2023		1,794
June 27, 2024		1,818
June 26, 2025		1,228
June 25, 2026		670
June 24, 2027		614
Thereafter		—
	$	6,567

Note 4 – Inventories

Inventories consist of the following:

	March 24, 2022		June 24, 2021		March 25, 2021
Raw material and supplies	$	104,810	$	64,219	$	73,068
Work-in-process and finished goods		106,317		83,779		78,689
Total	$	211,127	$	147,998	$	151,757

Note 5 – Goodwill and Intangible Assets

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

	March 24, 2022			June 24, 2021			March 25, 2021
Customer relationships	$	21,100		$	21,100		$	21,100
Brand names		16,990			16,990			16,990
Non-compete agreement		270			270			270
		38,360			38,360			38,360
Less accumulated amortization:
Customer relationships		(18,537	)		(17,643	)		(17,326	)
Brand names		(11,080	)		(10,562	)		(10,390	)
Non-compete agreement		(234	)		(194	)		(180	)
		(29,851	)		(28,399	)		(27,896	)
Net intangible assets	$	8,509		$	9,961		$	10,464

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

Total amortization expense related to intangible assets, which is a component of “Administrative expenses” on the Consolidated Statements of Comprehensive Income, was $444 and $1,452 for the quarter and thirty-nine weeks ended March 24, 2022, respectively. Amortization expense for the remainder of fiscal 2022 is expected to be approximately $444 and expected amortization expense the next five fiscal years is as follows:

Fiscal year ending
June 29, 2023	$	1,657
June 27, 2024		1,414
June 26, 2025		1,156
June 25, 2026		861
June 24, 2027		690

Our net goodwill of $9,650 relates entirely to the Squirrel Brand acquisition completed in fiscal 2018. There was no change in the carrying amount of goodwill during the thirty-nine weeks ended March 24, 2022.

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Note 6 – 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 24, 2022, we had $47,352 of available credit under the Credit Facility which reflects borrowings of $65,863 and reduced availability as a result of $4,285 in outstanding letters of credit. As of March 24, 2022, we were in compliance with all financial covenants under the Credit Facility and Mortgage Facility.

Note 7 – 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 24, 2022		March 25, 2021		March 24, 2022		March 25, 2021
Weighted average number of shares outstanding – basic		11,548,554		11,515,465		11,533,338		11,495,504
Effect of dilutive securities:
Restricted stock units		53,412		58,552		55,745		57,206
Weighted average number of shares outstanding – diluted		11,601,966		11,574,017		11,589,083		11,552,710

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

Note 8 – Stock-Based Compensation Plans

The following is a summary of restricted stock unit (“RSU”) activity for the first thirty-nine weeks of fiscal 2022:

Restricted Stock Units	Shares			Weighted Average Grant Date Fair Value
Outstanding at June 24, 2021		159,846		$	58.05
Activity:
Granted		53,524			75.94
Vested (a)		(69,130	)		46.05
Forfeited		(717	)		75.83
Outstanding at March 24, 2022		143,523		$	70.42

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

At March 24, 2022, there are 23,246 RSUs outstanding that are 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 24, 2022		March 25, 2021		March 24, 2022		March 25, 2021
Stock-based compensation expense	$	878	$	710	$	2,649	$	2,330

As of March 24, 2022, there was $5,132 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 9 – Retirement Plan

The Supplemental Employee 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 24, 2022		March 25, 2021		March 24, 2022		March 25, 2021
Service cost	$	248	$	236	$	743	$	708
Interest cost		255		214		764		643
Amortization of prior service cost		—		120		—		359
Amortization of loss		363		296		1,091		887
Net periodic benefit cost	$	866	$	866	$	2,598	$	2,597

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

Note 10 – Accumulated Other Comprehensive Loss

The table below sets forth the changes to accumulated other comprehensive loss (“AOCL”) for the thirty-nine weeks ended March 24, 2022 and March 25, 2021. These changes are all related to our defined benefit pension plan.

Changes to AOCL (a)	For the Thirty-Nine Weeks Ended
	March 24, 2022			March 25, 2021
Balance at beginning of period	$	(9,025	)	$	(8,630	)
Other comprehensive income before reclassifications		—			—
Amounts reclassified from accumulated other comprehensive loss		1,091			1,246
Tax effect		(284	)		(311	)
Net current-period other comprehensive income		807			935
Balance at end of period	$	(8,218	)	$	(7,695	)

(a) Amounts in parenthesis indicate debits/expense.

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The reclassifications out of AOCL for the quarter and thirty-nine weeks ended March 24, 2022 and March 25, 2021 were as follows:

													Affected line item in the Consolidated Statements of Comprehensive Income
	For the Quarter Ended						For the Thirty-Nine Weeks Ended
Reclassifications from AOCL to earnings (b)	March 24, 2022			March 25, 2021			March 24, 2022			March 25, 2021
Amortization of defined benefit pension items:
Unrecognized prior service cost	$	—		$	(120	)	$	—		$	(359	)		Other expense
Unrecognized net loss		(363	)		(296	)		(1,091	)		(887	)		Other expense
Total before tax		(363	)		(416	)		(1,091	)		(1,246	)
Tax effect		94			104			284			311			Income tax expense
Amortization of defined pension items, net of tax	$	(269	)	$	(312	)	$	(807	)	$	(935	)

(b)  Amounts in parenthesis indicate debits to expense. See Note 9 – “Retirement Plan” above for additional details.

Note 11 – 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 12 – Fair Value of Financial Instruments

The Financial Accounting Standards Board (“FASB”) 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.

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

	March 24, 2022		June 24, 2021		March 25, 2021
Carrying value of current and long-term debt:	$	11,901	$	14,749	$	15,694
Fair value of current and long-term debt:		12,669		16,210		16,250

The estimated fair value of our current and 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 13 – Garysburg, North Carolina Facility

In October 2019 we experienced a fire at our peanut processing facility located in Garysburg, North Carolina. During fiscal 2020, the building and roof were repaired and brought back to their original condition.

We completed shelling of the 2019 peanut crop during the second quarter of fiscal 2021 and the facility was used to store and ship inshell peanuts through the remainder of fiscal 2021, at which time the Company decided to permanently cease all operations at the Garysburg 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 14 – Recent Accounting Pronouncements

The following recent accounting pronouncements have been adopted in the current fiscal year:

In December 2019, the FASB issued ASU No. 2019-12 “Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes”. The amendments in this Update were issued as part of FASB’s initiative to reduce complexity in accounting standards. The amendments simplify the accounting for income taxes by removing certain exceptions in Topic 740 and improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. ASU No. 2019-12 was adopted using a prospective method in the first quarter of fiscal 2022 and did not have a material impact on our Consolidated Financial Statements.

In October 2020, the FASB issued ASU No. 2020-10 “Codification Improvements”. This ASU was issued to address a wide variety of topics in the Accounting Standard Codification with the intent to make the Codification easier to understand and apply by eliminating inconsistencies and providing clarifications. ASU No. 2020-10 was adopted in the first quarter of fiscal 2022 and did not have a material impact on our Consolidated Financial Statements.

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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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 2022 and fiscal 2021 are to the fiscal year for the 53 weeks ending June 30, 2022 and the fiscal year for the 52 weeks ended June 24, 2021, respectively.

• References herein to the third quarter of fiscal 2022 and fiscal 2021 are to the quarters ended March 24, 2022 and March 25, 2021, respectively.

• References herein to the first three quarters or first thirty-nine weeks of fiscal 2022 and fiscal 2021 are to the thirty-nine weeks ended March 24, 2022 and March 25, 2021, 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. Our Company’s Credit Facility and Mortgage Facility, as defined below, are sometimes collectively referred to as “our financing arrangements.”

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, Southern Style Nuts and Sunshine Country 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, snacks and trail mixes, 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. We distribute our products in the consumer, commercial ingredients and contract packaging distribution channels.

The Company’s long-term objective to drive profitable growth, as identified in our Strategic Plan, includes continuing to grow Fisher, Orchard Valley Harvest, Squirrel Brand and Southern Style Nuts into leading brands and providing integrated nut solutions to grow non-branded business across key customers. We plan to execute on our Strategic Plan to grow our branded business by reaching new consumers via product and pack innovation, expanding distribution across current and alternative channels, diversifying our product offerings and focusing on new ways for consumers to buy our products, with an emphasis on increasing our sales via e-commerce platforms and retailers.

We face a number of challenges in the future, which include intensified competition on pricing and for market share from both private brand and name brand nut products. We face changing industry trends as consumer purchasing preferences evolve. Due to the recent widespread inflation and increasing commodity acquisition costs, we have seen higher selling prices at retail. With higher prices across our categories and broader food, consumers may purchase fewer snack products, 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 channels, such as mass merchandising retailers, club stores and dollar stores. E-commerce platforms are still showing growth but at a lower rate than we saw during the pandemic. Additionally, in recent months we have faced challenges with shortages and cost increases for shipping pallets, packaging, imported ingredients, transportation and shipping availability and labor at our production facilities. The conflict in Ukraine has further exacerbated supply chain disruptions, especially related to sunflower oil used in roasting our nut products and aluminum which is used in certain of our product packaging. We have also experienced supply chain issues related to transportation delays due to congestion at the ports and a general shortage of drivers. These shortages and related challenges have impacted our operations and resulted in increased expenses and manufacturing inefficiencies that have adversely 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, but we expect that some costs may remain elevated or unpredictable for a longer period of time. 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 and we cannot secure adequate supplies to fulfill customer orders or cannot obtain the transportation and labor services we

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need, such shortages and supply chain issues could have an unfavorable impact on net sales and our operations in the remainder of this fiscal year and into fiscal year 2023. In addition, as costs increase due to these issues or due to inflationary pressures in general, 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.

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, nut flours, snack nuts, trail mix and snacking. We continue to see strong e-commerce performance 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 compliance 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.

COVID-19 Impacts

We will continue to face challenges in our fiscal 2022 as a result of the COVID-19 pandemic and the uncertainty of future local, state and federal restrictions aimed to mitigate and control the pandemic. During the fourth quarter of fiscal 2021 and into the first half of fiscal 2022, as various COVID-19 vaccines became more widely distributed and accepted by the public and indoor dining restrictions were again loosened, we saw a significant improvement in quarterly sales volume with our foodservice, restaurant, convenience store and non-essential retail customers. We continued to see improvement during the third quarter of fiscal 2022; however, these gains were offset in part by the impact of the surge in COVID-19 cases due to the Omicron variant, a more contagious strain of COVID-19, during the first part of the current third quarter.

Also, during fiscal 2021 and into the first half of fiscal 2022, we experienced the implications from a shortage in capacity in the transportation industry. Compounding the associated driver shortage was an increase in demand driven by additional spending on consumer goods, which led to periodic shortages of shipping containers, container chassis, space on container ships and trains and capacity constraints at U.S. ports. This tightening in transportation capacity began to ease during the third quarter of fiscal 2022 as inflation resulted in rising costs which drove down demand in the freight market. While we have mitigated some of the transportation shortages and increased prices of transportation, we may continue to face an unpredictable transportation environment and there is no guarantee that our mitigation strategies will continue to be effective, or that any transportation capacity easing will continue.

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QUARTERLY HIGHLIGHTS

Our net sales of $218.6 million for the third quarter of fiscal 2022 increased 5.1% from our net sales of $207.9 million for the third quarter of fiscal 2021. Net sales for the first thirty-nine weeks of fiscal 2022 increased $46.4 million, or 7.1%, to $698.1 million compared to the first thirty-nine weeks of fiscal 2021.

Sales volume, measured as pounds sold to customers, decreased 2.0 million pounds, or 2.8%, in the third quarter of fiscal 2022, compared to the third quarter of fiscal 2021. Sales volume for the first thirty-nine weeks of fiscal 2022 increased 12.3 million pounds, or 5.6%, compared to the first thirty-nine weeks of fiscal 2021.

Gross profit decreased $6.6 million, and our gross profit margin, as a percentage of net sales, decreased to 18.0% for the third quarter of fiscal 2022 compared to 22.1% for the third quarter of fiscal 2021. Gross profit increased $5.3 million and our gross profit margin decreased to 20.5% from 21.2% for the first thirty-nine weeks of fiscal 2022 compared to the first thirty-nine weeks of fiscal 2021.

Total operating expenses for the third quarter of fiscal 2022 decreased $3.0 million, or 11.9%, compared to the third quarter of fiscal 2021. As a percentage of net sales, total operating expenses in the third quarter of fiscal 2022 decreased to 10.1% from 12.0% for the third quarter of fiscal 2021. For the first thirty-nine weeks of fiscal 2022, total operating expenses increased $10.0 million, and total operating expenses as a percentage of net sales increased to 11.5% from 10.8% compared to the first thirty-nine weeks of fiscal 2021.

The total value of inventories on hand at the end of the third quarter of fiscal 2022 increased $59.4 million, or 39.1%, in comparison to the total value of inventories on hand at the end of the third quarter of fiscal 2021.

We have seen acquisition costs for dried fruit and most major nut categories increase in the 2021 crop year (which falls into our current 2022 fiscal year). We have 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 2022. Remaining amounts to be paid to walnut growers as of March 24, 2022 are final and are not subject to revision. We decreased our walnut grower liability by approximately $1.3 million during the third quarter of fiscal 2022, as the final payments due to walnut growers are slightly less than the amounts estimated at the end of the second quarter. This decrease 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 5.1% to $218.6 million in the third quarter of fiscal 2022 compared to net sales of $207.9 million for the third quarter of fiscal 2021. The increase in net sales was primarily attributable to an 8.1% increase in the weighted average sales price per pound and was offset in part by a 2.8% decrease in sales pounds, which is defined as pounds sold to customers. The increase in the weighted average selling price per pound was attributable to price increases implemented during the current third quarter in response to higher commodity acquisition costs for all major tree nuts and peanuts and increases in freight, labor and other input costs.

For the first thirty-nine weeks of fiscal 2022 our net sales were $698.1 million, an increase of $46.4 million, or 7.1%, compared to the same period of fiscal 2021. The increase in net sales was primarily attributable to a 5.6% increase in sales volume and a 1.5% increase in the weighted average selling price per pound. The increase in the weighted average selling price resulted mainly from an increase in commodity acquisition costs for peanuts and all major tree nuts except walnuts.

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 24, 2022			March 25, 2021			March 24, 2022			March 25, 2021
Peanuts		18.8	%		19.5	%		17.6	%		19.2	%
Pecans		6.9			7.8			10.7			10.7
Cashews & Mixed Nuts		23.8			23.1			22.7			23.3
Walnuts		4.6			5.4			5.9			6.4
Almonds		10.7			10.5			10.1			10.7
Trail & Snack Mixes		28.4			27.8			26.7			24.1
Other		6.8			5.9			6.3			5.6
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 24, 2022		Percentage of Total			March 25, 2021		Percentage of Total			$ Change		Percent Change
Consumer (1)	$	173,648		79.4	%	$	169,415		81.5	%	$	4,233		2.5	%
Commercial Ingredients		25,514		11.7			21,052		10.1			4,462		21.2
Contract Packaging		19,422		8.9			17,425		8.4			1,997		11.5
Total	$	218,584		100.0	%	$	207,892		100.0	%	$	10,692		5.1	%

(1)  Sales of branded products were approximately 18% and 20% of total consumer sales during the third quarters of fiscal 2022 and fiscal 2021, respectively. Fisher branded products were approximately 55% and 63% of branded sales during the third quarter of fiscal 2022 and fiscal 2021, 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 24, 2022		Percentage of Total			March 25, 2021		Percentage of Total			$ Change		Percent Change
Consumer (1)	$	556,888		79.8	%	$	528,201		81.0	%	$	28,687		5.4	%
Commercial Ingredients		81,426		11.6			64,399		9.9			17,027		26.4
Contract Packaging		59,806		8.6			59,140		9.1			666		1.1
Total	$	698,120		100.0	%	$	651,740		100.0	%	$	46,380		7.1	%

(1)  Sales of branded products were approximately 22% and 25% of total consumer sales during the first thirty-nine weeks of fiscal 2022 and fiscal 2021, respectively. Fisher branded products were approximately 64% and 68% of branded sales during the first thirty-nine weeks of fiscal 2022 and fiscal 2021, 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 2.5% in dollars and decreased 5.8% in sales volume in the third quarter of fiscal 2022 compared to the third quarter of fiscal 2021. The sales volume decrease was driven primarily by a 57.1% decrease in peanut butter sales volume due to the planned downtime associated with the upgrade of our peanut butter line that occurred and was completed in the current third quarter. The discontinuance of our inshell peanut product line, which occurred in the fourth quarter of fiscal 2021, also contributed to the sales volume decrease. Sales volume for Fisher snack nuts decreased 23.5%, primarily due to discontinuance of our inshell peanut product line, which was partially offset by distribution gains of our Oven Roasted Never Fried product line at existing customers. Sales volume of Fisher recipe nuts decreased 24.5% as a result of the later Easter holiday this year, higher at-home cooking and baking nut consumption in our prior fiscal year due to COVID-19 restrictions and reduced purchases due to the impact of higher selling prices at retail. Sales volume of Orchard Valley Harvest products increased 12.5% due to increased promotional activity at a grocery customer and increased distribution at a major customer in the non-food sector, as this retailer continues to recover from COVID-19 restrictions. Sales volume of Southern Style Nuts decreased 2.0% primarily due to reduced purchases as a result of higher selling prices at a mass merchandising retailer.

In the first thirty-nine weeks of fiscal 2022, net sales in the consumer distribution channel increased 5.4% in dollars and 2.8% in sales volume, compared to the same period of fiscal 2021. The sales volume increase was driven by increases for private brand trail and snack mixes and mixed nuts mainly from new distribution at existing customers. This increase was partially offset by decreases in sales volume for private brand peanuts and cashews and a sales volume decline for peanut butter and our Fisher snack nuts for the same reasons cited in the quarterly comparison.

Net sales in the commercial ingredients distribution channel increased 21.2% in dollars and 11.2% in sales volume in the third quarter of fiscal 2022 compared to the third quarter of fiscal 2021. The increase in sales volume was due to a 19.9% increase in sales volume in our foodservice business. The sales volume increase in our foodservice business was attributable to improved conditions in the restaurant industry from fewer COVID-19 restrictions, which was offset in part by the impact of the Omicron surge that occurred during the beginning of the current third quarter.

In the first thirty-nine weeks of fiscal 2022, net sales in the commercial ingredients distribution channel increased 26.4% in dollars and 24.8% in sales volume compared to the same period of fiscal 2021. The increase in sales volume was primarily due to a 36.6% increase in sales volume in our foodservice business, which occurred for the same reason cited in the quarterly comparison.

Net sales in the contract packaging distribution channel increased 11.5% in dollars and 3.1% in sales volume in the third quarter of fiscal 2022 compared to the third quarter of fiscal 2021. The increase in sales volume was primarily attributable to business with a new customer that started to ship in the third quarter.

In the first thirty-nine weeks of fiscal 2022, net sales in the contract packaging distribution channel increased 1.1% in dollars and 3.6% in sales volume compared to the first thirty-nine weeks of fiscal 2021. The increase in sales volume occurred for the same reason cited in the quarterly comparison, as well as increased distribution and new product offerings by a major customer in this channel.

21

Gross Profit

Gross profit decreased $6.6 million, or 14.4%, to $39.4 million for the third quarter of fiscal 2022 compared to the third quarter of fiscal 2021. Our gross profit margin, as a percentage of net sales, decreased to 18.0% for the third quarter of fiscal 2022 compared to 22.1% for the third quarter of fiscal 2021. The decreases in gross profit and gross profit margin were mainly attributable to higher commodity acquisition costs for pecans, almonds and walnuts and other inflationary cost increases including labor, freight and manufacturing supplies.

Gross profit increased $5.3 million, or 3.8%, to $143.4 million for the first thirty-nine weeks of fiscal 2022 compared to the first thirty-nine weeks of fiscal 2021. Our gross profit margin decreased to 20.5% for the first thirty-nine weeks of fiscal 2022 compared to 21.2% for the first thirty-nine weeks of fiscal 2021. The increase in gross profit in the year to date comparison was due to increased sales volume, which was partially offset by the reasons cited in the quarterly comparison. The decrease in gross profit margin was attributable to higher commodity acquisition costs for pecans, cashews and almonds, which was largely offset by increased sales volume.

Operating Expenses

Total operating expenses for the third quarter of fiscal 2022 decreased $3.0 million, or 11.9%, to $22.0 million. Operating expenses decreased to 10.1% of net sales for the third quarter of fiscal 2022 compared to 12.0% of net sales for the third quarter of fiscal 2021.

Selling expenses for the third quarter of fiscal 2022 were $15.6 million, an increase of $0.5 million, or 3.3%, from the third quarter of fiscal 2021. The increase was driven by a $0.8 million increase in freight expense due to higher freight rates compared to last year’s third quarter, a $0.5 million increase in sales broker commission expense and a $0.4 million increase in advertising, consumer insight research and related consulting expenses. These increases were largely offset by a $1.6 million decrease in compensation expense, primarily related to incentive compensation.

Administrative expenses for the third quarter of fiscal 2022 were $6.4 million, a decrease of $3.5 million, or 35.1%, compared to the third quarter of fiscal 2021. The decrease was primarily due to $3.1 million decrease in compensation expense, primarily related to incentive compensation, and a $0.7 million increase in miscellaneous income. The increase in miscellaneous income was largely a result of the Sanfilippo family’s exercise of their contractual purchase option and our resulting sale of certain life insurance policies to the Sanfilippo family for past premiums paid of $3.2 million. Previously these life insurance policies were recorded at their cash surrender value. The sale resulted in a $0.5 million gain.

Total operating expenses for the first thirty-nine weeks of fiscal 2022 increased $10.0 million, or 14.2%, to $80.4 million. Operating expenses increased to 11.5% of net sales for the first three quarters of fiscal 2022 compared to 10.8% of net sales for the three quarters of fiscal 2021.

Selling expenses for the first thirty-nine weeks of fiscal 2022 were $56.9 million, an increase of $12.0 million, or 26.8%, from the amount recorded for the first thirty-nine weeks of fiscal 2021. The increase was driven by a $5.7 million increase in advertising, consumer insight research and related consulting expenses, a $5.1 million increase in freight expense for the same reason discussed in the quarterly comparison, as well as an increase in sales volume made on a delivered basis, and a $1.0 million increase in sales broker commission expense. These increases were slightly offset by a $0.9 million decrease in compensation expense, primarily related to incentive compensation.

Administrative expenses for the first thirty-nine weeks of fiscal 2022 were $25.9 million, an increase of $0.3 million, or 1.3%, compared to the same period of fiscal 2021. The increase was primarily due to a $3.3 million decrease in the gain on asset disposals, mainly resulting from an insurance settlement gain of $2.3 million in fiscal 2021 related to the fire that occurred in our Garysburg, North Carolina facility combined with losses on current year disposals. This was largely offset by a $2.8 million decrease in compensation expense, primarily related to incentive compensation.

The $2.3 million gain on sale of facility is the result of the sale of our Garysburg, North Carolina facility that occurred in the first quarter of fiscal 2022.

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Income from Operations

Due to the factors discussed above, income from operations was $17.4 million, or 8.0% of net sales, for the third quarter of fiscal 2022 compared to $21.1 million, or 10.1% of net sales, for the third quarter of fiscal 2021.

Due to the factors discussed above, income from operations was $63.0 million, or 9.0% of net sales, for the first thirty-nine weeks of fiscal 2022 compared to $67.8 million, or 10.4% of net sales, for the first thirty-nine weeks of fiscal 2021.

Interest Expense

Interest expense was $0.5 million for the third quarter of fiscal 2022 compared to $0.3 million in the third quarter of fiscal 2021. Interest expense for the first three quarters of fiscal 2022 was $1.3 million compared to $1.1 million for the first three quarters of fiscal 2021. The increase in interest expense for both the quarterly and year to date comparisons was a result of higher average short-term debt levels driven mainly by increased commodity acquisition costs.

Rental and Miscellaneous Expense, Net

Net rental and miscellaneous expense was $0.4 million for both the third quarter of fiscal 2022 and fiscal 2021. Net rental and miscellaneous expense was $1.1 million for the first thirty-nine weeks of fiscal 2022 compared to $1.2 million for the first thirty-nine weeks of fiscal 2021.

Other Expense

Other expense consists of pension related expenses other than the service cost component and was $0.6 million for both the third quarter of fiscal 2022 and fiscal 2021. Other expense was $1.9 million for both the first thirty-nine weeks of fiscal 2022 and fiscal 2021.

Income Tax Expense

Income tax expense was $4.0 million, or 25.2% of income before income taxes, for the third quarter of fiscal 2022 compared to $5.1 million, or 25.7% of income before income taxes, for the third quarter of fiscal 2021. For the first thirty-nine weeks of fiscal 2022, income tax expense was $14.4 million, or 24.5% of income before income taxes, compared to $16.2 million, or 25.4% of income before income taxes, for the comparable period last year.

Net Income

Net income was $11.9 million, or $1.03 per common share basic and $1.02 per common share diluted, for the third quarter of fiscal 2022, compared to $14.7 million, or $1.28 per common share basic and $1.27 per common share diluted, for the third quarter of fiscal 2021.

Net income was $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, compared to net income of $47.4 million, or $4.12 per common share basic and $4.10 per common share diluted, for the first thirty-nine weeks of fiscal 2021.

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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 Strategic Plan through growing our branded and private label nut programs and repay indebtedness. 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 and explore other growth strategies outlined in our Strategic 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 2022 and 2021, respectively (dollars in thousands):

	For the Thirty-Nine Weeks Ended
	March 24, 2022			March 25, 2021			$ Change
Operating activities	$	(12,555	)	$	77,026		$	(89,581	)
Investing activities		(6,488	)		(13,620	)		7,132
Financing activities		19,038			(63,898	)		82,936
Net decrease in cash	$	(5	)	$	(492	)	$	487

Operating Activities Net cash used in operating activities was $12.6 million for the first thirty-nine weeks of fiscal 2022 compared to net cash provided by operating activities of $77.0 million for the comparative period of fiscal 2021. The decrease in operating cash flow was primarily due to an increased use of working capital for inventory compared to the first thirty-nine weeks of fiscal 2021 primarily due to increasing commodity acquisition costs.

Total inventories were $211.1 million at March 24, 2022, an increase of $63.1 million, or 42.7%, from the inventory balance at June 24, 2021, and an increase of $59.4 million, or 39.1%, from the inventory balance at March 25, 2021. The increase in inventory at March 24, 2022 compared to June 24, 2021 was due to greater quantities of pecans, walnuts, almonds and finished goods on hand combined with higher commodity acquisition costs for all major tree nuts. The increase in inventories at March 24, 2022 compared to March 25, 2021 was primarily due to higher commodity acquisition costs for all raw nut and dried fruit input stocks, as well as higher quantities of almonds and finished goods on hand.

Raw nut and dried fruit input stocks, some of which are classified as work-in-process, decreased 0.4 million pounds, or 0.7%, at March 24, 2022 compared to March 25, 2021. The weighted average cost per pound of raw nut input stocks on hand at the end of the third quarter of fiscal 2022 increased 52.1% compared to the end of the third quarter of fiscal 2021 primarily due to higher commodity acquisition costs for all input stock items.

Investing Activities Cash used in investing activities was $6.5 million during the first thirty-nine weeks of fiscal 2022 compared to $13.6 million for the same period last year. Capital asset purchases were $12.8 million during the first three quarters of fiscal 2022 compared to $15.8 million for the first three quarters of fiscal 2021. Partially offsetting the fiscal 2022 cash outflows for capital asset purchases was $4.0 million of cash proceeds resulting from the sale of our Garysburg, North Carolina facility and $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. We expect total capital expenditures for new equipment, facility upgrades and food safety enhancements for fiscal 2022 to be approximately $18.0 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 provided by financing activities was $19.0 million during the first thirty-nine weeks of fiscal 2022 compared to cash used of $63.9 million for the same period last year. Net borrowings under our Credit Facility were $57.2 million during the first three quarters of fiscal 2022 compared to repayments of $1.0 million during the first three quarters of fiscal 2021. The increase in short term borrowings under our Credit Facility was primarily due to increasing commodity acquisition costs. Dividends paid in the first three quarters of 2022 were approximately $22.9 million less 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 the 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 70% 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 (the “Mortgage Lender”) providing us with two term loans, one in the amount of $36.0 million (“Tranche A”) and the other in the amount of $9.0 million (“Tranche B”), for an aggregate amount of $45.0 million (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 is secured by mortgages on essentially all of our owned real property located in Elgin, Illinois and Gustine, California (the “Encumbered Properties”).

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% (“Base Rate”) or (ii) a rate based upon the London interbank offered rate (“LIBOR”) plus an applicable margin based upon the borrowing base calculation, ranging from 1.25% to 1.75%.

At March 24, 2022, the weighted average interest rate for the Credit Facility was 2.2%. 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 (including a default under the Mortgage Facility). As of March 24, 2022, 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 24, 2022, we had $47.4 million of available credit under the Credit Facility. If this entire amount were borrowed at March 24, 2022, we would still be in compliance with all restrictive covenants under the Credit Facility.

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Mortgage Facility

The Mortgage Facility matures on March 1, 2023. On March 1, 2018 the interest rate on the Mortgage Facility was fixed at 4.25% per annum. Monthly principal payments on the Mortgage Facility in the amount of $0.3 million commenced on June 1, 2008.

The terms of the Mortgage Facility contain covenants that require us to maintain a specified net worth of $110.0 million and maintain the Encumbered Properties. The Mortgage Lender is entitled to require immediate repayment of our obligations under the Mortgage Facility in the event we default in the payments required under the Mortgage Facility, non-compliance with the covenants or upon the occurrence of certain other defaults by us under the Mortgage Facility. As of March 24, 2022, we were in compliance with all covenants under the Mortgage Facility and a total principal amount of $3.4 million was outstanding.

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 24, 2022, $8.5 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 24, 2021.

Recent Accounting Pronouncements

Refer to Note 14 – “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 (including statements concerning our expectations regarding market risk and the impact of the purchasing decisions of major customers). 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, particularly in light of COVID-19 or armed hostilities; (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 Strategic Plan, including growing our branded and private brand product sales and expanding into alternative sales channels; (xiii) technology disruptions or failures; (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 24, 2021.

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 24, 2022. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of March 24, 2022, 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 24, 2022 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 11 – “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 24, 2021. There were no significant changes to the risk factors identified on the Form 10-K for the fiscal year ended June 24, 2021 during the third quarter of fiscal 2022.

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 24, 2021.

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 2020, 2021 and 2022 awards cycle) (incorporated by reference from Exhibit 10.38 to the Form 10-Q for the quarter ended December 24, 2015)

29

Exhibit No.	Description
*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 2020 awards cycle) (incorporated by reference from Exhibit 10.20 to the Form 10-Q for the quarter ended December 28, 2017)
*10.10	Form of Employee Restricted Stock Unit Award Agreement under 2014 Omnibus Plan (fiscal 2021 and 2022 awards cycle) (incorporated by reference from Exhibit 10.10 to the Form 10-Q for the quarter ended December 24, 2020)
*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)
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.

30

Exhibit No.	Description
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.
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 April 27, 2022.

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-10.15

Exhibit 10.15

Execution Version

SPLIT-DOLLAR INSURANCE AGREEMENT

NOTICE OF TERMINATION AND PURCHASE AGREEMENT

THIS SPLIT-DOLLAR INSURANCE AGREEMENT NOTICE OF TERMINATION AND PURCHASE AGREEMENT (this “Agreement”), dated as of December 24, 2021 (the “Effective Date”), is entered into by and between John E. Sanfilippo, on behalf of and as sole trustee (the Trustee”) of the Jasper and Marian Sanfilippo Irrevocable Trust, dated September 23, 1990 (the “Trust”), Marian R. Sanfilippo, an individual (“Buyer”), and John B. Sanfilippo & Son, Inc., a Delaware corporation (the “Company”).

Reference is made to that certain Amended and Restated John B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement Number One, dated as of December 31, 2003, and that certain amendment thereto dated February 12, 2004, in each case by and among the Company, John E. Sanfilippo, as trustee of the above referenced trust, and certain other parties (as amended, the “Split-Dollar Agreement”). Capitalized terms not otherwise defined herein shall have their respective meanings assigned to them in the Split-Dollar Agreement.

WHEREAS, the Trust has the right to unilaterally terminate the Split-Dollar Agreement.

WHEREAS, upon termination of the Split-Dollar Agreement, the Trust has the right to purchase from the Company all of the life insurance policies covered by the Split-Dollar Agreement (the “Covered Policies”) for an amount equal to the cash surrender value thereof, less any policy loans, as contemplated by Section 11(a) of the Split-Dollar Agreement (the “Aggregate CSV”). The Covered Policies are listed on Annex A hereto.

WHEREAS, in accordance with this Agreement, the Trust desires to transfer such purchase right to Buyer, and the Company is willing to approve such transfer, on the condition that, notwithstanding the terms of Section 11(a) of the Split-Dollar Agreement, Buyer pay to the Company an amount equal to the greater of (x) the cumulative cash premiums paid by the Company, as set forth on Annex B hereto, in respect of the Covered Policies as contemplated by Section 5(a) of the Split-Dollar Agreement (the “Aggregate Premiums Paid”) and (y) the Aggregate CSV (such greater amount, the “Purchase Price”).

WHEREAS, Buyer is willing to purchase the Covered Policies from the Company for the Purchase Price.

NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Notice of Termination.

(a) The Trust hereby provides notice to the Company of its unilateral termination of the Split-Dollar Agreement (without cause) as contemplated by Section 10(b) of the Split-Dollar Agreement, as of the Effective Date.

(b) The Company acknowledges receipt of such notice and confirms no premiums are overdue on the Covered Policies. The Company further confirms that the Covered Policies are not encumbered by assignment, loan or otherwise by or in respect of the Company, except for the Policy Loan (as defined below).

2. Purchase at Cash Surrender Value; Closing.

(a) The Trust hereby exercises its right to purchase the Covered Policies as contemplated by Section 11(a) of the Split-Dollar Agreement, which (absent the terms and conditions of this Agreement) would result in a purchase price being paid that is equal to the Aggregate CSV.

(b) The Trust, giving effect to the notice and purchase right exercise contemplated above, hereby transfers and assigns such purchase right to Buyer as amended by the terms of conditions of this Agreement. The Company consents to such transfer and the purchase of the Covered Policies by Buyer as contemplated hereby.

(c) Promptly following the execution and delivery hereof, if not submitted prior to the date of this Agreement, the Company shall submit a request to the insurance company (or other appropriate third party) with respect to each Covered Policy to obtain a statement of the cash surrender value thereof, which is contemplated to include the loan amount (including principal and interest, the “Policy Loan”) by the Company against the Covered Policies, as of the close of business on the Effective Date. Upon receipt, the Company will provide such cash surrender value and Policy Loan information to Buyer, which amount shall be used to determine the Aggregate CSV. In addition, promptly following the execution and delivery hereof, the Company shall submit documentation to request the transfer and conveyance of all of its rights, title and interest in and to each of the Covered Policies to Buyer, by execution and delivery of an appropriate instrument of transfer (and any other required documentation) to the respective insurance company for each Covered Policy (the “Transfer of Ownership Request Notice”). The Company shall substantially concurrently provide such Transfer of Ownership Request Notice to Buyer.

(d) Promptly upon the receipt of the information regarding the Policy Loan set forth in Section 2(c) above, the Company shall provide the Buyer in writing the calculation of the Aggregate Premiums Paid and the Aggregate CSV, the greater of which shall determine the Purchase Price. The Company shall also promptly provide the Buyer (if the Buyer or the Trust does not receive such concurrently) with the confirmation of transfer of ownership from the respective insurance company in response to the Transfer of Ownership Request Notice of the Company (the “Transfer of Ownership Confirmations”).

2

(e) The obligation of the Company to pay premiums (if any) on the Covered Policies shall cease as of the Effective Date. The Company acknowledges that it paid in full the annual premiums on the Covered Policies as of September 24, 2021. The Buyer (or its successors and assigns) shall hereafter pay all premiums on the Covered Policies after the Effective Date. The Company shall not access the cash surrender values of the Covered Polices or borrow against such cash surrender value after the date hereof.

(f) On the fifth Business Day after the later of (x) receipt by the Company of the requested cash surrender value and Policy Loan information from the respective insurance companies (or other appropriate third party) for the Covered Policies and (y) the receipt by the Company, the Buyer or the Trust of the Transfer of Ownership Confirmations, or such other date as may be agreed by Buyer, the Trust and the Company (the “Closing”), (i) Buyer shall pay to the Company the Purchase Price, by wire transfer of immediately available funds to an account designated in writing by the Company, and (ii) the Company shall take all further actions necessary (if any) to transfer and convey all of its rights, title and interest in and to each of the Covered Policies to Buyer. The Company shall substantially concurrently provide any such further instruments of transfer to Buyer. “Business Day” means any day except Saturday, Sunday or any other day on which commercial banks located in New York, New York are authorized or required by Law to be closed for business.

(g) If the Closing shall not have occurred on or prior to the date that is fifty-nine days after the Effective Date, unless otherwise agreed by the Company, Buyer and the Trust, this Agreement shall terminate and be of no further force or effect, including the notice of termination provisions set forth in Section 1 hereof and the Transfer of Ownership Request Notice shall be rescinded, and the Company shall promptly pay to Buyer any premium payments made by Buyer as contemplated hereby upon satisfactory evidence of payment by Buyer. If the last of the insureds under the Covered Policies (such being Buyer) dies prior to the Closing, this Agreement shall immediately terminate and be of no further force or effect, and the policy proceeds shall be allocated as set forth in the Split-Dollar Agreement.

3. Representations. Trustee has full power and authority to enter into this Agreement on behalf of the Trust, to carry out the respective obligations hereunder and to consummate the transactions contemplated hereby. Trustee is the sole trustees of the Trust. Buyer has full power, authority and capacity to enter into this Agreement, to carry out her respective obligations hereunder and to consummate the transactions contemplated hereby. The Company has full power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby.

3

4. Further Assurances. Each of the parties hereto shall hereafter execute and deliver such additional documents, instruments, conveyances and assurances, and take such further actions as may be reasonably required, to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, the Trust and Buyer shall promptly provide any information with regard to the Covered Policies, Buyer, the Trust or the Trustee as reasonably requested by the Company, in order for the Company to satisfy any applicable accounting rule or regulation, or as required by any applicable law, rule or regulation.

5. Expenses. All costs and expenses, including, without limitation, fees and disbursements of counsel, incurred in connection with this Agreement and the transactions contemplated hereby, shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred.

6. Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter hereof, and supersedes all prior understandings, agreements, representations and warranties, both written and oral, with respect to the subject matter hereof.

7. Governing Law. This Agreement shall be governed, and construed in accordance with, the laws of the Illinois, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any jurisdiction other than the State of Illinois.

8. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[SIGNATURE PAGE FOLLOWS]

4

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

THE COMPANY:
JOHN B. SANFILIPPO & SON, INC.
By:	/s/ Frank S. Pellegrino
Name:	Frank S. Pellegrino
Title:	CFO and Executive Vice President

BUYER:

/s/ Jeffrey T. Sanfilippo

Name: Marian R. Sanfilippo by

Power of Attorney for

Marian R. Sanfilippo

TRUST:
By:	/s/ John E. Sanfilippo
Name:	John E. Sanfilippo
Title: As sole Trustee, on behalf of and for the Jasper and Marian Sanfilippo Irrevocable Trust, dated September 23, 1990

5

EX-10.16

Exhibit 10.16

AMENDMENT NO. 1

to the

SPLIT-DOLLAR INSURANCE AGREEMENT

NOTICE OF TERMINATION AND PURCHASE AGREEMENT

AMENDMENT NO. 1, dated as of February 21, 2022 (this “Amendment”), to the Split Dollar Insurance Agreement Notice of Termination and Purchase Agreement (the “Purchase Agreement”), dated as of December 24, 2021, by and among John B Sanfilippo & Son, Inc., a Delaware corporation (the “Company”), John E. Sanfilippo, on behalf of and as sole trustee of the Jasper and Marian Sanfilippo Irrevocable Trust, dated September 23, 1990 (the “Trust”) and Marian R, Sanfilippo, an individual (“Buyer”).

WHEREAS, Company, Buyer and Trust entered into that certain Purchase Agreement in order to provide for the purchase by Buyer of the Covered Policies on the terms and conditions set forth therein;

WHEREAS, pursuant to Section 2(g) of the Purchase Agreement, the Company, Buyer and Trust must consummate the Closing within fifty-nine days of the Effective Date or the Purchase Agreement will terminate; and

WHEREAS, the Company, Buyer and Trust desire to mutually extend the date by which the Closing must occur under Section 2(g) of the Purchase Agreement by this Amendment.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows:

1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Purchase Agreement.

2. Amendment. Section 2(g) of the Purchase Agreement is hereby amended and restated in its entirety as set forth below:

(g) If the Closing shall not have occurred on or prior to 11:59 PM, Central Time, on March 24, 2022, unless otherwise agreed by the Company, Buyer and the Trust, this Agreement shall terminate and be of no further force or effect, including the notice of termination provisions set forth in Section 1 hereof and the Transfer of Ownership Request Notice shall be rescinded, and the Company shall promptly pay to Buyer any premium payments made by Buyer as contemplated hereby upon satisfactory evidence of payment by Buyer. If the last of the insureds under the Covered Policies (such being Buyer) dies prior to the Closing, this Agreement shall immediately terminate and be of no further force or effect, and the policy proceeds shall be allocated as set forth in the Split-Dollar Agreement.

1

3. Governing Law. This Amendment shall be governed, and construed in accordance with, the laws of the Illinois, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any jurisdiction other than the State of Illinois.

4. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Amendment delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement

[Remainder of page intentionally left blank]

2

IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date first written above.

THE COMPANY:
JOHN B. SANFILIPPO & SON, INC.
By:	/s/ Frank S. Pellegrino
Name:	Frank S. Pellegrino
Title:	CFO
BUYER:
/s/ Jeffrey T. Sanfilippo
Name: Marian R. Sanfilippo by
Jeffrey T. Sanfilippo as Power of
Attorney for Marian R. Sanfilippo
TRUST:
By:	/s/ John E. Sanfilippo
Name:	John E. Sanfilippo
Title: As sole Trustee, on behalf of and for the Jasper and Marian Sanfilippo Irrevocable Trust, dated September 23, 1990

EX-31.1

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 24, 2022;

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.

April 27, 2022

/s/ Jeffrey T. Sanfilippo

Jeffrey T. Sanfilippo

Chairman of the Board and Chief Executive Officer

EX-31.2

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 24, 2022;

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.

April 27, 2022

/s/ Frank S. Pellegrino

Frank S. Pellegrino

Chief Financial Officer, Executive Vice President, Finance and Administration

EX-32.1

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 24, 2022 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.

April 27, 2022

/s/ Jeffrey T. Sanfilippo

Jeffrey T. Sanfilippo

Chief Executive Officer and Chairman of the Board

EX-32.2

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 24, 2022 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.

April 27, 2022

/s/ Frank S. Pellegrino

Frank S. Pellegrino

Chief Financial Officer, Executive Vice President, Finance and Administration

XML

Cover Page - shares	9 Months Ended
	Mar. 24, 2022	Apr. 22, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 24, 2022
Document Fiscal Year Focus	2022
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	--06-30
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		8,928,520
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. 24, 2022	Mar. 25, 2021	Mar. 24, 2022	Mar. 25, 2021
Statement of Comprehensive Income [Abstract]
Net sales	$ 218,584	$ 207,892	$ 698,120	$ 651,740
Cost of sales	179,175	161,846	554,678	513,567
Gross profit	39,409	46,046	143,442	138,173
Operating expenses:
Selling expenses	15,584	15,090	56,896	44,868
Administrative expenses	6,401	9,859	25,871	25,539
Gain on sale of facility, net	0	0	(2,349)	0
Total operating expenses	21,985	24,949	80,418	70,407
Income from operations	17,424	21,097	63,024	67,766
Other expense:
Interest expense including $199, $162, $591 and $494 to related parties	531	309	1,322	1,135
Rental and miscellaneous expense, net	403	379	1,074	1,176
Other expense	618	630	1,855	1,889
Total other expense, net	1,552	1,318	4,251	4,200
Income before income taxes	15,872	19,779	58,773	63,566
Income tax expense	3,995	5,078	14,400	16,168
Net income	11,877	14,701	44,373	47,398
Other comprehensive income:
Amortization of prior service cost and actuarial loss included in net periodic pension cost	363	416	1,091	1,246
Income tax expense related to pension adjustments	(94)	(104)	(284)	(311)
Other comprehensive income, net of tax	269	312	807	935
Comprehensive income	$ 12,146	$ 15,013	$ 45,180	$ 48,333
Net income per common share-basic	$ 1.03	$ 1.28	$ 3.85	$ 4.12
Net income per common share-diluted	$ 1.02	$ 1.27	$ 3.83	$ 4.10

XML

Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 24, 2022	Mar. 25, 2021	Mar. 24, 2022	Mar. 25, 2021
Statement of Comprehensive Income [Abstract]
Interest expense to related parties	$ 199	$ 162	$ 591	$ 494

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 24, 2022	Jun. 24, 2021	Mar. 25, 2021
CURRENT ASSETS:
Cash	$ 667	$ 672	$ 1,043
Accounts receivable, less allowance for doubtful accounts of $280, $291 and $291	68,704	66,334	64,502
Inventories	211,127	147,998	151,757
Prepaid expenses and other current assets	7,653	8,568	6,481
Assets held for sale	0	1,595	0
TOTAL CURRENT ASSETS	288,151	225,167	223,783
PROPERTY, PLANT AND EQUIPMENT:
Land	9,150	9,150	9,277
Buildings	102,810	102,666	110,739
Machinery and equipment	230,842	225,529	225,583
Furniture and leasehold improvements	5,296	5,287	5,322
Vehicles	614	614	604
Construction in progress	18,077	12,301	9,662
Property, plant and equipment gross	366,789	355,547	361,187
Less: Accumulated depreciation	249,358	238,471	247,812
Property, plant and equipment net	117,431	117,076	113,375
Rental investment property, less accumulated depreciation of $13,431, $12,825 and $12,623	15,692	16,298	16,500
TOTAL PROPERTY, PLANT AND EQUIPMENT	133,123	133,374	129,875
Intangible assets, net	8,509	9,961	10,464
Cash surrender value of officers' life insurance and other assets	6,472	10,732	9,647
Deferred income taxes	5,104	6,087	5,051
Goodwill	9,650	9,650	9,650
Operating lease right-of-use assets	2,570	3,484	3,758
TOTAL ASSETS	453,579	398,455	392,228
CURRENT LIABILITIES:
Revolving credit facility borrowings	65,863	8,653	26,005
Current maturities of long-term debt, including related party debt of $600, $627 and $616 and net of unamortized debt issuance costs of $7, $15 and $17	3,961	3,875	3,828
Accounts payable	48,918	48,861	43,684
Bank overdraft	1,314	1,093	1,509
Accrued payroll and related benefits	12,646	24,109	19,224
Other accrued expenses	13,113	13,613	12,422
TOTAL CURRENT LIABILITIES	145,815	100,204	106,672
LONG-TERM LIABILITIES:
Long-term debt, less current maturities, including related party debt of $7,933, $8,320 and $8,481and net of unamortized debt issuance costs of $0, $4 and $7	7,933	10,855	11,842
Retirement plan	35,935	34,919	32,433
Long-term operating lease liabilities, net of current portion	1,241	2,103	2,359
Other	7,876	7,880	8,019
TOTAL LONG-TERM LIABILITIES	52,985	55,757	54,653
TOTAL LIABILITIES	198,800	155,961	161,325
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Capital in excess of par value	127,910	126,271	125,693
Retained earnings	136,175	126,336	113,993
Accumulated other comprehensive loss	(8,218)	(9,025)	(7,695)
Treasury stock, at cost; 117,900 shares of Common Stock	(1,204)	(1,204)	(1,204)
TOTAL STOCKHOLDERS' EQUITY	254,779	242,494	230,903
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	453,579	398,455	392,228
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	$ 90	$ 90	$ 90

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 24, 2022	Jun. 24, 2021	Mar. 25, 2021
Allowance for doubtful accounts for accounts receivable, current	$ 280	$ 291	$ 291
Accumulated depreciation of rental investment property	13,431	12,825	12,623
Current maturities of long-term debt, related party debt	600	627	616
Unamortized debt issuance costs, current	7	15	17
Related party debt, Non-current	7,933	8,320	8,481
Unamortized debt issuance costs, noncurrent	$ 0	$ 4	$ 7
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	9,046,420	8,988,812	8,988,812

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. 25, 2020	$ 238,238	$ 123,899	$ 124,058	$ (8,630)	$ (1,204)	$ 26	$ 89
Balance, Shares at Jun. 25, 2020						2,597,426	8,939,890
Net income	12,812		12,812
Cash dividends	(28,685)		(28,685)
Pension liability amortization, net of income tax expense	312			312
Equity award exercises, net of shares withheld for employee taxes	0	0					$ 0
Equity award exercises, net of shares withheld for employee taxes, shares							221
Stock-based compensation expense	622	622
Balance at Sep. 24, 2020	223,299	124,521	108,185	(8,318)	(1,204)	$ 26	$ 89
Balance, Shares at Sep. 24, 2020						2,597,426	8,940,111
Balance at Jun. 25, 2020	238,238	123,899	124,058	(8,630)	(1,204)	$ 26	$ 89
Balance, Shares at Jun. 25, 2020						2,597,426	8,939,890
Net income	47,398
Balance at Mar. 25, 2021	230,903	125,693	113,993	(7,695)	(1,204)	$ 26	$ 90
Balance, Shares at Mar. 25, 2021						2,597,426	8,988,812
Balance at Sep. 24, 2020	223,299	124,521	108,185	(8,318)	(1,204)	$ 26	$ 89
Balance, Shares at Sep. 24, 2020						2,597,426	8,940,111
Net income	19,885		19,885
Pension liability amortization, net of income tax expense	311			311
Equity award exercises, net of shares withheld for employee taxes	(486)	(487)					$ 1
Equity award exercises, net of shares withheld for employee taxes, shares							43,477
Stock-based compensation expense	998	998
Balance at Dec. 24, 2020	244,007	125,032	128,070	(8,007)	(1,204)	$ 26	$ 90
Balance, Shares at Dec. 24, 2020						2,597,426	8,983,588
Net income	14,701		14,701
Cash dividends	(28,778)		(28,778)
Pension liability amortization, net of income tax expense	312			312
Equity award exercises, net of shares withheld for employee taxes	(49)	(49)					$ 0
Equity award exercises, net of shares withheld for employee taxes, shares							5,224
Stock-based compensation expense	710	710
Balance at Mar. 25, 2021	230,903	125,693	113,993	(7,695)	(1,204)	$ 26	$ 90
Balance, Shares at Mar. 25, 2021						2,597,426	8,988,812
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

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Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 24, 2022	Dec. 23, 2021	Sep. 23, 2021	Mar. 25, 2021	Dec. 24, 2020	Sep. 24, 2020
Statement of Stockholders' Equity [Abstract]
Cash dividends per common share			$ 3.00	$ 2.50		$ 2.50
Pension liability amortization income tax expense	$ 94	$ 95	$ 95	$ 104	$ 103	$ 104

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Mar. 24, 2022	Mar. 25, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 44,373	$ 47,398
Depreciation and amortization	13,619	13,665
Gain on disposition of assets, net	(1,754)	(2,733)
Deferred income tax expense	983	1,737
Stock-based compensation expense	2,649	2,330
Change in assets and liabilities:
Accounts receivable, net	(2,370)	(7,553)
Inventories	(63,129)	20,311
Prepaid expenses and other current assets	915	1,834
Accounts payable	1,767	7,498
Accrued expenses	(10,046)	(6,138)
Income taxes payable	(1,917)	(3,727)
Other long-term assets and liabilities	532	605
Other, net	1,823	1,799
Net cash (used in) provided by operating activities	(12,555)	77,026
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	(12,836)	(15,769)
Proceeds from insurance recoveries	0	2,506
Proceeds from dispositions of assets, net	3,950	299
Proceeds from the sale of life insurance policies	3,225	0
Other	(827)	(656)
Net cash used in investing activities	(6,488)	(13,620)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net short-term borrowings (repayments)	57,210	(1,003)
Principal payments on long-term debt	(2,849)	(4,365)
Increase (decrease) in bank overdraft	221	(532)
Dividends paid	(34,534)	(57,463)
Taxes paid related to net share settlement of equity awards	(1,010)	(535)
Net cash provided by (used in) financing activities	19,038	(63,898)
NET DECREASE IN CASH	(5)	(492)
Cash, beginning of period	672	1,535
Cash, end of period	$ 667	$ 1,043

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Basis of Presentation and Description of Business

9 Months Ended

Mar. 24, 2022

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 2022 and fiscal 2021 are to the 53 week fiscal year ending June 30, 2022 and the 52 week fiscal year ended June 24, 2021, respectively.

• References herein to the third quarter of fiscal 2022 and fiscal 2021 are to the quarters ended March 24, 2022 and March 25, 2021, respectively.

• References herein to the first three quarters or first thirty-nine weeks of fiscal 2022 and fiscal 2021 are to the thirty-nine weeks ended March 24, 2022 and March 25, 2021, 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, Southern Style Nuts and Sunshine Country 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, 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. 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 24, 2021 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 2021 Annual Report on Form 10-K for the fiscal year ended June 24, 2021.

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Revenue Recognition

9 Months Ended

Mar. 24, 2022

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Note 2 – 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, as the customer can 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 consisting of promotional allowances, volume and customer rebates, in-store display incentives and marketing allowances, among others, 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. The contract asset balance at June 24, 2021 was $74 and was recorded in the caption “Prepaid expenses and other current assets” on the Consolidated Balance Sheets. There was no contract asset balance for the other 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 24, 2022		March 25, 2021		March 24, 2022		March 25, 2021
Consumer	$	173,648	$	169,415	$	556,888	$	528,201
Commercial Ingredients		25,514		21,052		81,426		64,399
Contract Packaging		19,422		17,425		59,806		59,140
Total	$	218,584	$	207,892	$	698,120	$	651,740

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Leases

9 Months Ended

Mar. 24, 2022

Leases [Abstract]

Leases

Note 3 – 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.

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 4.9 years.

It is our accounting policy to not 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 Sheet. 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 24, 2022		June 24, 2021		March 25, 2021		Affected Line Item in Consolidated Balance Sheet
Assets
Operating lease right-of-use assets	$	2,570	$	3,484	$	3,758	Operating lease right-of-use assets
Total lease right-of-use assets	$	2,570	$	3,484	$	3,758
Liabilities
Current:
Operating leases	$	1,355	$	1,430	$	1,449	Other accrued expenses
Noncurrent:
Operating leases		1,241		2,103		2,359	Long-term operating lease liabilities
Total lease liabilities	$	2,596	$	3,533	$	3,808

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 24, 2022		March 25, 2021		March 24, 2022		March 25, 2021
Operating lease costs (a)	$	470	$	437	$	1,384	$	1,387
Variable lease costs (b)		15		17		51		54
Total Lease Cost	$	485	$	454	$	1,435	$	1,441

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

(b)  Variable lease costs consist of sales tax.

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

	For the Thirty-Nine Weeks Ended
	March 24, 2022		March 25, 2021
Operating cash flows information:
Cash paid for amounts included in measurements for lease liabilities	$	1,199	$	1,171
Non-cash activity:
Right-of-use assets obtained in exchange for new operating lease obligations	$	167	$	490

	March 24, 2022			June 24, 2021			March 25, 2021
Weighted Average Remaining Lease Term (in years)		2.4			2.8			3.0
Weighted Average Discount Rate		4.2	%		4.3	%		4.3	%

Maturities of operating lease liabilities as of March 24, 2022 are as follows:

Fiscal year ending
June 30, 2022 (excluding the thirty-nine weeks ended March 24, 2022)	$	373
June 29, 2023		1,297
June 27, 2024		654
June 26, 2025		278
June 25, 2026		103
June 24, 2027		18
Thereafter		—
Total lease payments		2,723
Less imputed interest		(127	)
Present value of operating lease liabilities	$	2,596

At March 24, 2022, the Company has additional operating leases of approximately $670 that have not yet commenced and therefore are not reflected in the Consolidated Balance Sheet and tables above. The leases are scheduled to commence in the fourth quarter of fiscal 2022 or early fiscal 2023 with an initial lease term ranging from 3 to 5 years.

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 24, 2022		March 25, 2021		March 24, 2022		March 25, 2021
Lease income related to lease payments	$	402	$	451	$	1,220	$	1,354

The future minimum, undiscounted fixed cash flows under non-cancelable tenant operating leases for each of the next five years and thereafter is presented below.

Fiscal year ending
June 30, 2022 (excluding the thirty-nine weeks ended March 24, 2022)	$	443
June 29, 2023		1,794
June 27, 2024		1,818
June 26, 2025		1,228
June 25, 2026		670
June 24, 2027		614
Thereafter		—
	$	6,567

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Inventories

9 Months Ended

Mar. 24, 2022

Inventory Disclosure [Abstract]

Inventories

Note 4 – Inventories

Inventories consist of the following:

	March 24, 2022		June 24, 2021		March 25, 2021
Raw material and supplies	$	104,810	$	64,219	$	73,068
Work-in-process and finished goods		106,317		83,779		78,689
Total	$	211,127	$	147,998	$	151,757

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Goodwill and Intangible Assets

9 Months Ended

Mar. 24, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Note 5 – Goodwill and Intangible Assets

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

	March 24, 2022			June 24, 2021			March 25, 2021
Customer relationships	$	21,100		$	21,100		$	21,100
Brand names		16,990			16,990			16,990
Non-compete agreement		270			270			270
		38,360			38,360			38,360
Less accumulated amortization:
Customer relationships		(18,537	)		(17,643	)		(17,326	)
Brand names		(11,080	)		(10,562	)		(10,390	)
Non-compete agreement		(234	)		(194	)		(180	)
		(29,851	)		(28,399	)		(27,896	)
Net intangible assets	$	8,509		$	9,961		$	10,464

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

Total amortization expense related to intangible assets, which is a component of “Administrative expenses” on the Consolidated Statements of Comprehensive Income, was $444 and $1,452 for the quarter and thirty-nine weeks ended March 24, 2022, respectively. Amortization expense for the remainder of fiscal 2022 is expected to be approximately $444 and expected amortization expense the next five fiscal years is as follows:

Fiscal year ending
June 29, 2023	$	1,657
June 27, 2024		1,414
June 26, 2025		1,156
June 25, 2026		861
June 24, 2027		690

Our net goodwill of $9,650 relates entirely to the Squirrel Brand acquisition completed in fiscal 2018. There was no change in the carrying amount of goodwill during the thirty-nine weeks ended March 24, 2022.

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Credit Facility

9 Months Ended

Mar. 24, 2022

Debt Disclosure [Abstract]

Credit Facility

Note 6 – 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 24, 2022, we had $47,352 of available credit under the Credit Facility which reflects borrowings of $65,863 and reduced availability as a result of $4,285 in outstanding letters of credit. As of March 24, 2022, we were in compliance with all financial covenants under the Credit Facility and Mortgage Facility.

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Earnings Per Common Share

9 Months Ended

Mar. 24, 2022

Earnings Per Share [Abstract]

Earnings Per Common Share

Note 7 – 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 24, 2022		March 25, 2021		March 24, 2022		March 25, 2021
Weighted average number of shares outstanding – basic		11,548,554		11,515,465		11,533,338		11,495,504
Effect of dilutive securities:
Restricted stock units		53,412		58,552		55,745		57,206
Weighted average number of shares outstanding – diluted		11,601,966		11,574,017		11,589,083		11,552,710

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. 24, 2022

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

Stock-Based Compensation Plans

Note 8 – Stock-Based Compensation Plans

The following is a summary of restricted stock unit (“RSU”) activity for the first thirty-nine weeks of fiscal 2022:

Restricted Stock Units	Shares			Weighted Average Grant Date Fair Value
Outstanding at June 24, 2021		159,846		$	58.05
Activity:
Granted		53,524			75.94
Vested (a)		(69,130	)		46.05
Forfeited		(717	)		75.83
Outstanding at March 24, 2022		143,523		$	70.42

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

At March 24, 2022, there are 23,246 RSUs outstanding that are 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 24, 2022		March 25, 2021		March 24, 2022		March 25, 2021
Stock-based compensation expense	$	878	$	710	$	2,649	$	2,330

As of March 24, 2022, there was $5,132 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. 24, 2022

Retirement Benefits [Abstract]

Retirement Plan

Note 9 – Retirement Plan

The Supplemental Employee 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 24, 2022		March 25, 2021		March 24, 2022		March 25, 2021
Service cost	$	248	$	236	$	743	$	708
Interest cost		255		214		764		643
Amortization of prior service cost		—		120		—		359
Amortization of loss		363		296		1,091		887
Net periodic benefit cost	$	866	$	866	$	2,598	$	2,597

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

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Accumulated Other Comprehensive Loss

9 Months Ended

Mar. 24, 2022

Equity [Abstract]

Accumulated Other Comprehensive Loss

Note 10 – Accumulated Other Comprehensive Loss

The table below sets forth the changes to accumulated other comprehensive loss (“AOCL”) for the thirty-nine weeks ended March 24, 2022 and March 25, 2021. These changes are all related to our defined benefit pension plan.

Changes to AOCL (a)	For the Thirty-Nine Weeks Ended
	March 24, 2022			March 25, 2021
Balance at beginning of period	$	(9,025	)	$	(8,630	)
Other comprehensive income before reclassifications		—			—
Amounts reclassified from accumulated other comprehensive loss		1,091			1,246
Tax effect		(284	)		(311	)
Net current-period other comprehensive income		807			935
Balance at end of period	$	(8,218	)	$	(7,695	)

(a) Amounts in parenthesis indicate debits/expense.

The reclassifications out of AOCL for the quarter and thirty-nine weeks ended March 24, 2022 and March 25, 2021 were as follows:

													Affected line item in the Consolidated Statements of Comprehensive Income
	For the Quarter Ended						For the Thirty-Nine Weeks Ended
Reclassifications from AOCL to earnings (b)	March 24, 2022			March 25, 2021			March 24, 2022			March 25, 2021
Amortization of defined benefit pension items:
Unrecognized prior service cost	$	—		$	(120	)	$	—		$	(359	)		Other expense
Unrecognized net loss		(363	)		(296	)		(1,091	)		(887	)		Other expense
Total before tax		(363	)		(416	)		(1,091	)		(1,246	)
Tax effect		94			104			284			311			Income tax expense
Amortization of defined pension items, net of tax	$	(269	)	$	(312	)	$	(807	)	$	(935	)

(b)  Amounts in parenthesis indicate debits to expense. See Note 9 – “Retirement Plan” above for additional details.

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Commitments and Contingent Liabilities

9 Months Ended

Mar. 24, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingent Liabilities

Note 11 – 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. 24, 2022

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Note 12 – Fair Value of Financial Instruments

The Financial Accounting Standards Board (“FASB”) 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 24, 2022		June 24, 2021		March 25, 2021
Carrying value of current and long-term debt:	$	11,901	$	14,749	$	15,694
Fair value of current and long-term debt:		12,669		16,210		16,250

The estimated fair value of our current and 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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Garysburg, North Carolina Facility

9 Months Ended

Mar. 24, 2022

Sale of Facility [Abstract]

Garysburg, North Carolina Facility

Note 13 – Garysburg, North Carolina Facility

In October 2019 we experienced a fire at our peanut processing facility located in Garysburg, North Carolina. During fiscal 2020, the building and roof were repaired and brought back to their original condition.

We completed shelling of the 2019 peanut crop during the second quarter of fiscal 2021 and the facility was used to store and ship inshell peanuts through the remainder of fiscal 2021, at which time the Company decided to permanently cease all operations at the Garysburg 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. 24, 2022

Accounting Changes and Error Corrections [Abstract]

Recent Accounting Pronouncements

Note 14 – Recent Accounting Pronouncements

The following recent accounting pronouncements have been adopted in the current fiscal year:

In December 2019, the FASB issued ASU No. 2019-12 “Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes”. The amendments in this Update were issued as part of FASB’s initiative to reduce complexity in accounting standards. The amendments simplify the accounting for income taxes by removing certain exceptions in Topic 740 and improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. ASU No. 2019-12 was adopted using a prospective method in the first quarter of fiscal 2022 and did not have a material impact on our Consolidated Financial Statements.

In October 2020, the FASB issued ASU No. 2020-10 “Codification Improvements”. This ASU was issued to address a wide variety of topics in the Accounting Standard Codification with the intent to make the Codification easier to understand and apply by eliminating inconsistencies and providing clarifications. ASU No. 2020-10 was adopted in the first quarter of fiscal 2022 and did not have a material impact on our Consolidated Financial Statements.

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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Revenue Recognition (Tables)

9 Months Ended

Mar. 24, 2022

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 24, 2022		March 25, 2021		March 24, 2022		March 25, 2021
Consumer	$	173,648	$	169,415	$	556,888	$	528,201
Commercial Ingredients		25,514		21,052		81,426		64,399
Contract Packaging		19,422		17,425		59,806		59,140
Total	$	218,584	$	207,892	$	698,120	$	651,740

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Leases (Tables)

9 Months Ended

Mar. 24, 2022

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 24, 2022		June 24, 2021		March 25, 2021		Affected Line Item in Consolidated Balance Sheet
Assets
Operating lease right-of-use assets	$	2,570	$	3,484	$	3,758	Operating lease right-of-use assets
Total lease right-of-use assets	$	2,570	$	3,484	$	3,758
Liabilities
Current:
Operating leases	$	1,355	$	1,430	$	1,449	Other accrued expenses
Noncurrent:
Operating leases		1,241		2,103		2,359	Long-term operating lease liabilities
Total lease liabilities	$	2,596	$	3,533	$	3,808

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 24, 2022		March 25, 2021		March 24, 2022		March 25, 2021
Operating lease costs (a)	$	470	$	437	$	1,384	$	1,387
Variable lease costs (b)		15		17		51		54
Total Lease Cost	$	485	$	454	$	1,435	$	1,441

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

(b)  Variable lease costs consist of sales tax.

Summary of Supplemental cash flow and other information related to leases

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

	For the Thirty-Nine Weeks Ended
	March 24, 2022		March 25, 2021
Operating cash flows information:
Cash paid for amounts included in measurements for lease liabilities	$	1,199	$	1,171
Non-cash activity:
Right-of-use assets obtained in exchange for new operating lease obligations	$	167	$	490

Summary of other information

	March 24, 2022			June 24, 2021			March 25, 2021
Weighted Average Remaining Lease Term (in years)		2.4			2.8			3.0
Weighted Average Discount Rate		4.2	%		4.3	%		4.3	%

Summary of maturities of operating lease liabilities

Maturities of operating lease liabilities as of March 24, 2022 are as follows:

Fiscal year ending
June 30, 2022 (excluding the thirty-nine weeks ended March 24, 2022)	$	373
June 29, 2023		1,297
June 27, 2024		654
June 26, 2025		278
June 25, 2026		103
June 24, 2027		18
Thereafter		—
Total lease payments		2,723
Less imputed interest		(127	)
Present value of operating lease liabilities	$	2,596

Summary of operating lease revenue

	For the Quarter Ended				For the Thirty-Nine Weeks Ended
	March 24, 2022		March 25, 2021		March 24, 2022		March 25, 2021
Lease income related to lease payments	$	402	$	451	$	1,220	$	1,354

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 and thereafter is presented below.

Fiscal year ending
June 30, 2022 (excluding the thirty-nine weeks ended March 24, 2022)	$	443
June 29, 2023		1,794
June 27, 2024		1,818
June 26, 2025		1,228
June 25, 2026		670
June 24, 2027		614
Thereafter		—
	$	6,567

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Inventories (Tables)

9 Months Ended

Mar. 24, 2022

Inventory Disclosure [Abstract]

Components of Inventories

Inventories consist of the following:

	March 24, 2022		June 24, 2021		March 25, 2021
Raw material and supplies	$	104,810	$	64,219	$	73,068
Work-in-process and finished goods		106,317		83,779		78,689
Total	$	211,127	$	147,998	$	151,757

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Goodwill and Intangible Assets (Tables)

9 Months Ended

Mar. 24, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Components of Identifiable Intangible Assets

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

	March 24, 2022			June 24, 2021			March 25, 2021
Customer relationships	$	21,100		$	21,100		$	21,100
Brand names		16,990			16,990			16,990
Non-compete agreement		270			270			270
		38,360			38,360			38,360
Less accumulated amortization:
Customer relationships		(18,537	)		(17,643	)		(17,326	)
Brand names		(11,080	)		(10,562	)		(10,390	)
Non-compete agreement		(234	)		(194	)		(180	)
		(29,851	)		(28,399	)		(27,896	)
Net intangible assets	$	8,509		$	9,961		$	10,464

Summary of Expected Amortization Expense

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

Fiscal year ending
June 29, 2023	$	1,657
June 27, 2024		1,414
June 26, 2025		1,156
June 25, 2026		861
June 24, 2027		690

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Earnings Per Common Share (Tables)

9 Months Ended

Mar. 24, 2022

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 24, 2022		March 25, 2021		March 24, 2022		March 25, 2021
Weighted average number of shares outstanding – basic		11,548,554		11,515,465		11,533,338		11,495,504
Effect of dilutive securities:
Restricted stock units		53,412		58,552		55,745		57,206
Weighted average number of shares outstanding – diluted		11,601,966		11,574,017		11,589,083		11,552,710

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Stock-Based Compensation Plans (Tables)

9 Months Ended

Mar. 24, 2022

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 2022:

Restricted Stock Units	Shares			Weighted Average Grant Date Fair Value
Outstanding at June 24, 2021		159,846		$	58.05
Activity:
Granted		53,524			75.94
Vested (a)		(69,130	)		46.05
Forfeited		(717	)		75.83
Outstanding at March 24, 2022		143,523		$	70.42

(a) The number of RSUs vested includes shares that were withheld on behalf of employees to satisfy the statutory income 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 24, 2022		March 25, 2021		March 24, 2022		March 25, 2021
Stock-based compensation expense	$	878	$	710	$	2,649	$	2,330

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Retirement Plan (Tables)

9 Months Ended

Mar. 24, 2022

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 24, 2022		March 25, 2021		March 24, 2022		March 25, 2021
Service cost	$	248	$	236	$	743	$	708
Interest cost		255		214		764		643
Amortization of prior service cost		—		120		—		359
Amortization of loss		363		296		1,091		887
Net periodic benefit cost	$	866	$	866	$	2,598	$	2,597

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Accumulated Other Comprehensive Loss (Tables)

9 Months Ended

Mar. 24, 2022

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 24, 2022 and March 25, 2021. These changes are all related to our defined benefit pension plan.

Changes to AOCL (a)	For the Thirty-Nine Weeks Ended
	March 24, 2022			March 25, 2021
Balance at beginning of period	$	(9,025	)	$	(8,630	)
Other comprehensive income before reclassifications		—			—
Amounts reclassified from accumulated other comprehensive loss		1,091			1,246
Tax effect		(284	)		(311	)
Net current-period other comprehensive income		807			935
Balance at end of period	$	(8,218	)	$	(7,695	)

(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 24, 2022 and March 25, 2021 were as follows:

													Affected line item in the Consolidated Statements of Comprehensive Income
	For the Quarter Ended						For the Thirty-Nine Weeks Ended
Reclassifications from AOCL to earnings (b)	March 24, 2022			March 25, 2021			March 24, 2022			March 25, 2021
Amortization of defined benefit pension items:
Unrecognized prior service cost	$	—		$	(120	)	$	—		$	(359	)		Other expense
Unrecognized net loss		(363	)		(296	)		(1,091	)		(887	)		Other expense
Total before tax		(363	)		(416	)		(1,091	)		(1,246	)
Tax effect		94			104			284			311			Income tax expense
Amortization of defined pension items, net of tax	$	(269	)	$	(312	)	$	(807	)	$	(935	)

(b)  Amounts in parenthesis indicate debits to expense. See Note 9 – “Retirement Plan” above for additional details.

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Fair Value of Financial Instruments (Tables)

9 Months Ended

Mar. 24, 2022

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 24, 2022		June 24, 2021		March 25, 2021
Carrying value of current and long-term debt:	$	11,901	$	14,749	$	15,694
Fair value of current and long-term debt:		12,669		16,210		16,250

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Basis of Presentation and Description of Business - Additional Information (Detail)	9 Months Ended
	Mar. 24, 2022 Channel
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of distribution channels	3

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Revenue Recognition - Additional Information (Detail) - USD ($) $ in Thousands	Mar. 24, 2022	Jun. 24, 2021	Mar. 25, 2021
Disaggregation of Revenue [Line Items]
Contract assets	$ 0	$ 74	$ 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. 24, 2022	Mar. 25, 2021	Mar. 24, 2022	Mar. 25, 2021
Disaggregation of Revenue [Line Items]
Total	$ 218,584	$ 207,892	$ 698,120	$ 651,740
Consumer [Member]
Disaggregation of Revenue [Line Items]
Total	173,648	169,415	556,888	528,201
Commercial Ingredients [Member]
Disaggregation of Revenue [Line Items]
Total	25,514	21,052	81,426	64,399
Contract Packaging [Member]
Disaggregation of Revenue [Line Items]
Total	$ 19,422	$ 17,425	$ 59,806	$ 59,140

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Leases - Additional Information (Detail) $ in Thousands	Mar. 24, 2022 USD ($)
Operating Lease Yet To Commence [Member]
Operating Leased Assets [Line Items]
Operating leases not yet commenced	$ 670
Minimum [Member]
Operating Leased Assets [Line Items]
Lessee operating lease lease not yet commenced term	3 years
Maximum [Member]
Operating Leased Assets [Line Items]
Remaining lease term	4 years 10 months 24 days
Lessee operating lease lease not yet commenced term	5 years

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Leases - Operating Lease Assets And Liabilities (Detail) - USD ($) $ in Thousands	Mar. 24, 2022	Jun. 24, 2021	Mar. 25, 2021
Assets
Operating lease right-of-use assets	$ 2,570	$ 3,484	$ 3,758
Noncurrent
Operating Lease, Liability, Noncurrent	1,241	2,103	2,359
Total lease liabilities	2,596	3,533	3,808
Operating Lease Right Of Use Assets [Member]
Assets
Operating lease right-of-use assets	2,570	3,484	3,758
Other Liabilities [Member]
Current
Operating Lease, Liability, Current	1,355	1,430	1,449
Non Current Operating Lease Liabilities [Member]
Noncurrent
Operating Lease, Liability, Noncurrent	$ 1,241	$ 2,103	$ 2,359

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Leases - LeaseCost (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 24, 2022	Mar. 25, 2021	Mar. 24, 2022	Mar. 25, 2021
Leases [Abstract]
Operating lease costs	$ 470	$ 437	$ 1,384	$ 1,387
Variable lease costs	15	17	51	54
Total Lease Cost	$ 485	$ 454	$ 1,435	$ 1,441

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Leases - Operating Leases Cash Flow Related Information (Detail) - USD ($) $ in Thousands	9 Months Ended
	Mar. 24, 2022	Mar. 25, 2021
Operating cash flows information:
Cash paid for amounts included in measurements for lease liabilities	$ 1,199	$ 1,171
Non-cash activity:
Right-of-use assets obtained in exchange for new operating lease obligations	$ 167	$ 490

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Leases - Other Information Related to Operating Lease (Detail)	Mar. 24, 2022	Jun. 24, 2021	Mar. 25, 2021
Leases [Abstract]
Weighted Average Remaining Lease Term (in years)	2 years 4 months 24 days	2 years 9 months 18 days	3 years
Weighted Average Discount Rate	4.20%	4.30%	4.30%

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Leases - Lessee Operating Lease Liability Maturity (Detail) - USD ($) $ in Thousands	Mar. 24, 2022	Jun. 24, 2021	Mar. 25, 2021
Leases [Abstract]
June 30, 2022 (excluding the thirty-nine weeks ended March 24, 2022)	$ 373
June 29, 2023	1,297
June 27, 2024	654
June 26, 2025	278
June 25, 2026	103
June 24, 2027	18
Thereafter	0
Total lease payment	2,723
Less imputed interest	(127)
Present value of operating lease liabilities	$ 2,596	$ 3,533	$ 3,808

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Leases - Operating Lease Revenue (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 24, 2022	Mar. 25, 2021	Mar. 24, 2022	Mar. 25, 2021
Leases [Abstract]
Lease income related to lease payments	$ 402	$ 451	$ 1,220	$ 1,354

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Leases - Lessor Operating Lease Payments To Be Received Maturity (Detail) $ in Thousands	Mar. 24, 2022 USD ($)
Leases [Abstract]
June 30, 2022 (excluding the thirty-nine weeks ended March 24, 2022)	$ 443
June 29, 2023	1,794
June 27, 2024	1,818
June 26, 2025	1,228
June 25, 2026	670
June 24, 2027	614
Thereafter	0
Total	$ 6,567

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Inventories - Components of Inventories (Detail) - USD ($) $ in Thousands	Mar. 24, 2022	Jun. 24, 2021	Mar. 25, 2021
Inventory Disclosure [Abstract]
Raw material and supplies	$ 104,810	$ 64,219	$ 73,068
Work-in-process and finished goods	106,317	83,779	78,689
Total	$ 211,127	$ 147,998	$ 151,757

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Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Mar. 24, 2022	Mar. 24, 2022	Jun. 24, 2021	Mar. 25, 2021
Goodwill and Intangible Assets [Line Items]
Amortization expense for remainder of fiscal 2022	$ 444	$ 444
Goodwill related to acquisition of Squirrel Brand	9,650	9,650	$ 9,650	$ 9,650
Administrative Expenses [Member]
Goodwill and Intangible Assets [Line Items]
Amortization of intangible assets	444	1,452
Squirrel Brand [Member]
Goodwill and Intangible Assets [Line Items]
Goodwill related to acquisition of Squirrel Brand	$ 9,650	$ 9,650

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Goodwill and Intangible Assets - Components of Identifiable Intangible Assets (Detail) - USD ($) $ in Thousands	Mar. 24, 2022	Jun. 24, 2021	Mar. 25, 2021
Finite-Lived Intangible Assets [Line Items]
Total intangible assets, gross	$ 38,360	$ 38,360	$ 38,360
Less accumulated amortization:
Total accumulated amortization	(29,851)	(28,399)	(27,896)
Net intangible assets	8,509	9,961	10,464
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets, gross	21,100	21,100	21,100
Less accumulated amortization:
Total accumulated amortization	(18,537)	(17,643)	(17,326)
Brand Names [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets, gross	16,990	16,990	16,990
Less accumulated amortization:
Total accumulated amortization	(11,080)	(10,562)	(10,390)
Non-compete Agreement [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets, gross	270	270	270
Less accumulated amortization:
Total accumulated amortization	$ (234)	$ (194)	$ (180)

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Goodwill and Intangible Assets - Summary of Expected Amortization Expense (Detail) $ in Thousands	Mar. 24, 2022 USD ($)
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]
June 29, 2023	$ 1,657
June 27, 2024	1,414
June 26, 2025	1,156
June 25, 2026	861
June 24, 2027	$ 690

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Credit Facility - Additional Information (Detail) - Senior Secured Revolving Credit Facility [Member] - USD ($) $ in Thousands	Mar. 24, 2022	Mar. 05, 2020
Debt Instrument [Line Items]
Revolving loan commitment and letter of credit sub facility		$ 117,500
Available credit under the Credit Facility	$ 47,352
Outstanding letters of credit	4,285
Revolving credit facility borrowings	$ 65,863

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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. 24, 2022	Mar. 25, 2021	Mar. 24, 2022	Mar. 25, 2021
Weighted Average Number of Shares Outstanding Reconciliation [Abstract]
Weighted average number of shares outstanding – basic	11,548,554	11,515,465	11,533,338	11,495,504
Effect of dilutive securities:
Restricted stock units	53,412	58,552	55,745	57,206
Weighted average number of shares outstanding - diluted	11,601,966	11,574,017	11,589,083	11,552,710

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Earnings Per Common Share - Additional Information (Detail) - shares	9 Months Ended
	Mar. 24, 2022	Mar. 25, 2021
Earnings Per Share [Abstract]
Antidilutive securities excluded from computation of earnings per share amount	0	0

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Stock-Based Compensation Plans - Additional Information (Detail) $ in Thousands	9 Months Ended
	Mar. 24, 2022 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 | $	$ 5,132
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units vested | shares	23,246

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Stock-Based Compensation Plans - Summary of RSU Activity (Detail)	9 Months Ended
	Mar. 24, 2022 $ / shares shares
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Outstanding beginning balance, Shares | shares	159,846
Granted, Shares | shares	53,524
Vested, Shares | shares	(69,130)	[1]
Forfeited, Shares | shares	(717)
Outstanding ending balance, Shares | shares	143,523
Weighted-Average Grant-Date Fair Value, Beginning Balance | $ / shares	$ 58.05
Granted, Weighted-Average Grant-Date Fair Value | $ / shares	75.94
Vested, Weighted-Average Grant-Date Fair Value | $ / shares	46.05	[1]
Forfeited, Weighted-Average Grant-Date Fair Value | $ / shares	75.83
Weighted-Average Grant-Date Fair Value, Ending Balance | $ / shares	$ 70.42

[1] The number of RSUs vested includes shares that were withheld on behalf of employees to satisfy the statutory income 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. 24, 2022	Mar. 25, 2021	Mar. 24, 2022	Mar. 25, 2021
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock-based compensation expense	$ 878	$ 710	$ 2,649	$ 2,330

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Retirement Plan - Schedule of Net Periodic Benefit Cost (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 24, 2022	Mar. 25, 2021	Mar. 24, 2022	Mar. 25, 2021
Retirement Benefits [Abstract]
Service cost	$ 248	$ 236	$ 743	$ 708
Interest cost	255	214	764	643
Amortization of prior service cost	0	120	0	359
Amortization of loss	363	296	1,091	887
Net periodic benefit cost	$ 866	$ 866	$ 2,598	$ 2,597

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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. 24, 2022	Mar. 25, 2021	Mar. 24, 2022	Mar. 25, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance at beginning of period			$ (9,025)
Net current-period other comprehensive income	$ 269	$ 312	807	$ 935
Balance at end of period	(8,218)	(7,695)	(8,218)	(7,695)
Accumulated Other Comprehensive Loss [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance at beginning of period			(9,025)	(8,630)
Other comprehensive income before reclassifications			0	0
Amounts reclassified from accumulated other comprehensive loss			1,091	1,246
Tax effect			(284)	(311)
Net current-period other comprehensive income			807	935
Balance at end of period	$ (8,218)	$ (7,695)	$ (8,218)	$ (7,695)

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Accumulated Other Comprehensive Loss - Reclassifications Out of AOCL (Detail) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Mar. 24, 2022	Mar. 25, 2021	Mar. 24, 2022	Mar. 25, 2021
Accumulated Defined Benefit Plans Adjustment, Net Prior Service Attributable to Parent [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Unrecognized prior service cost	[1]	$ 0	$ (120)	$ 0	$ (359)
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]	(363)	(296)	(1,091)	(887)
Amortization of Defined Benefit Pension Items [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Total before tax	[1]	(363)	(416)	(1,091)	(1,246)
Tax effect	[1]	94	104	284	311
Amortization of defined pension items, net of tax	[1]	$ (269)	$ (312)	$ (807)	$ (935)

[1] Amounts in parenthesis indicate debits to expense. See Note 9 – “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. 24, 2022	Jun. 24, 2021	Mar. 25, 2021
Fair Value Disclosures [Abstract]
Carrying value of current and long-term debt:	$ 11,901	$ 14,749	$ 15,694
Fair value of current and long-term debt:	$ 12,669	$ 16,210	$ 16,250

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Garysburg, North Carolina Facility - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 24, 2022	Mar. 25, 2021	Mar. 24, 2022	Mar. 25, 2021
Fire Note [Line Items]
Gain (Loss) on Disposition of Property Plant Equipment	$ 0	$ 0	$ 2,349	$ 0
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