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 December 29, 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 January 27, 2023, 8,958,426 shares of the Registrant’s Common Stock, $0.01 par value per share and 2,597,426 shares of the Registrant’s Class A Common Stock, $0.01 par value per share, were outstanding.

JOHN B. SANFILIPPO & SON, INC.

FORM 10-Q

FOR THE QUARTER ENDED DECEMBER 29, 2022

INDEX

	Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Statements of Comprehensive Income for the Quarter and Twenty-Six Weeks Ended December 29, 2022 and December 23, 2021		3
Consolidated Balance Sheets as of December 29, 2022, June 30, 2022 and December 23, 2021		4
Consolidated Statements of Stockholders’ Equity for the Quarter and Twenty-Six Weeks Ended December 29, 2022 and December 23, 2021		6
Consolidated Statements of Cash Flows for the Twenty-Six Weeks Ended December 29, 2022 and December 23, 2021		7
Notes to Consolidated Financial Statements		8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
Item 3. Quantitative and Qualitative Disclosures About Market Risk		29
Item 4. Controls and Procedures		29
PART II. OTHER INFORMATION
Item 1. Legal Proceedings		29
Item 1A. Risk Factors		29
Item 6. Exhibits		29
SIGNATURE		33

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 Twenty-Six Weeks Ended
	December 29, 2022			December 23, 2021			December 29, 2022			December 23, 2021
Net sales	$	274,328		$	253,207		$	526,929		$	479,536
Cost of sales		217,826			200,977			419,784			375,503
Gross profit		56,502			52,230			107,145			104,033
Operating expenses:
Selling expenses		21,830			23,567			39,812			41,312
Administrative expenses		10,208			10,401			20,455			19,470
Gain on sale of facility, net		—			—			—			(2,349	)
Total operating expenses		32,038			33,968			60,267			58,433
Income from operations		24,464			18,262			46,878			45,600
Other expense:
Interest expense including $189, $203, $382 and $392 to related parties		615			420			1,276			791
Rental and miscellaneous expense, net		311			323			713			671
Pension expense (excluding service costs)		348			619			697			1,237
Total other expense, net		1,274			1,362			2,686			2,699
Income before income taxes		23,190			16,900			44,192			42,901
Income tax expense		6,283			3,653			11,740			10,405
Net income	$	16,907		$	13,247		$	32,452		$	32,496
Other comprehensive income:
Amortization of actuarial loss included in net periodic pension cost		7			364			14			728
Income tax expense related to pension adjustments		(2	)		(95	)		(3	)		(190	)
Other comprehensive income, net of tax		5			269			11			538
Comprehensive income	$	16,912		$	13,516		$	32,463		$	33,034
Net income per common share-basic	$	1.46		$	1.15		$	2.81		$	2.82
Net income per common share-diluted	$	1.45		$	1.14		$	2.79		$	2.81

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)

	December 29, 2022		June 30, 2022		December 23, 2021
ASSETS
CURRENT ASSETS:
Cash	$	620	$	415	$	1,027
Accounts receivable, less allowance for doubtful accounts of $318, $267 and $358		72,433		69,611		65,032
Inventories		173,075		204,855		178,741
Prepaid expenses and other current assets		11,693		8,283		12,764
TOTAL CURRENT ASSETS		257,821		283,164		257,564
PROPERTY, PLANT AND EQUIPMENT:
Land		9,150		9,150		9,150
Buildings		102,840		102,810		102,801
Machinery and equipment		254,013		245,111		228,418
Furniture and leasehold improvements		5,312		5,296		5,296
Vehicles		614		614		614
Construction in progress		9,877		6,471		17,254
		381,806		369,452		363,533
Less: Accumulated depreciation		259,597		252,371		245,607
		122,209		117,081		117,926
Rental investment property, less accumulated depreciation of $14,036 $13,632 and $13,229		15,087		15,491		15,894
TOTAL PROPERTY, PLANT AND EQUIPMENT		137,296		132,572		133,820
Intangible assets, net		7,561		8,065		8,953
Life insurance and other assets		6,021		8,272		9,579
Deferred income taxes		2,608		3,236		4,304
Goodwill		12,030		9,650		9,650
Operating lease right-of-use assets		2,593		2,303		2,852
TOTAL ASSETS	$	425,930	$	447,262	$	426,722

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)

	December 29, 2022			June 30, 2022			December 23, 2021
LIABILITIES & STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Revolving credit facility borrowings	$	22,805		$	40,439		$	35,885
Current maturities of long-term debt, net, including related party debt of $642, $614 and $586		1,497			3,149			3,909
Accounts payable		49,342			47,720			63,452
Bank overdraft		1,970			214			1,668
Accrued payroll and related benefits		14,953			18,888			12,832
Other accrued expenses		13,495			12,352			13,080
TOTAL CURRENT LIABILITIES		104,062			122,762			130,826
LONG-TERM LIABILITIES:
Long-term debt, less current maturities, net, including related party debt of $7,446, $7,774 and $8,088		7,446			7,774			8,943
Retirement plan		29,132			28,886			35,596
Long-term operating lease liabilities, net of current portion		1,472			1,076			1,504
Other		8,155			7,943			8,050
TOTAL LONG-TERM LIABILITIES		46,205			45,679			54,093
TOTAL LIABILITIES		150,267			168,441			184,919
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, 9,072,068, 9,047,359 and 9,044,960 shares issued		91			90			90
Capital in excess of par value		130,731			128,800			127,080
Retained earnings		148,488			153,589			124,298
Accumulated other comprehensive loss		(2,469	)		(2,480	)		(8,487	)
Treasury stock, at cost; 117,900 shares of Common Stock		(1,204	)		(1,204	)		(1,204	)
TOTAL STOCKHOLDERS’ EQUITY		275,663			278,821			241,803
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	425,930		$	447,262		$	426,722

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 30, 2022		2,597,426	$	26		9,047,359	$	90	$	128,800		$	153,589		$	(2,480	)	$	(1,204	)	$	278,821
Net income													15,545									15,545
Cash dividends ($2.25 per share)													(25,981	)								(25,981	)
Pension liability amortization, net of income tax expense of $1																6						6
Stock-based compensation expense										772												772
Balance, September 29, 2022		2,597,426	$	26		9,047,359	$	90	$	129,572		$	143,153		$	(2,474	)	$	(1,204	)	$	269,163
Net income													16,907									16,907
Cash dividends ($1.00 per share)													(11,572	)								(11,572	)
Pension liability amortization, net of income tax expense of $2																5						5
Equity award exercises , net of shares withheld for employee taxes						24,709		1		(356	)											(355	)
Stock-based compensation expense										1,515												1,515
Balance, December 29, 2022		2,597,426	$	26		9,072,068	$	91	$	130,731		$	148,488		$	(2,469	)	$	(1,204	)	$	275,663

	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

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 Twenty-Six Weeks Ended
	December 29, 2022			December 23, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	32,452		$	32,496
Depreciation and amortization		10,099			9,143
Loss (gain) on disposition of assets, net		19			(1,765	)
Deferred income tax expense		628			1,783
Stock-based compensation expense		2,287			1,771
Change in assets and liabilities:
Accounts receivable, net		(2,822	)		1,302
Inventories		32,020			(30,743	)
Prepaid expenses and other current assets		(1,885	)		(3,429	)
Accounts payable		1,492			16,244
Accrued expenses		(1,794	)		(8,971	)
Income taxes payable		(2,523	)		(3,606	)
Other long-term assets and liabilities		721			379
Other, net		258			1,216
Net cash provided by operating activities		70,952			15,820
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(11,420	)		(9,485	)
Acquisition of Just the Cheese brand		(3,500	)		—
Proceeds from disposition of assets, net		—			3,950
Other, net		(56	)		(354	)
Net cash used in investing activities		(14,976	)		(5,889	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net short-term (repayments) borrowings		(17,634	)		27,232
Principal payments on long-term debt		(1,984	)		(1,887	)
Increase in bank overdraft		1,756			575
Dividends paid		(37,553	)		(34,534	)
Taxes paid related to net share settlement of equity awards		(356	)		(962	)
Net cash used in financing activities		(55,771	)		(9,576	)
NET INCREASE IN CASH		205			355
Cash, beginning of period		415			672
Cash, end of period	$	620		$	1,027

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

7

JOHN B. SANFILIPPO & SON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

Note 1 – Basis of Presentation and Description of Business

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

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

• References herein to the second quarter of fiscal 2023 and fiscal 2022 are to the quarters ended December 29, 2022 and December 23, 2021, respectively.

• References herein to the first half or first twenty-six weeks of fiscal 2023 and fiscal 2022 are to the twenty-six weeks ended December 29, 2022 and December 23, 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 and Southern Style Nuts brand names and under a variety of private brands. We also market and distribute, and in most cases, manufacture or process, a diverse product line of food and snack products, including peanut butter, almond butter, cashew butter, candy and confections, snack and trail mixes, snack bites, sunflower kernels, dried fruit, corn snacks, chickpea snacks, sesame sticks and other sesame snack products under our brand names and under private brands. In addition, with our acquisition of the Just the Cheese brand, we will now be able to expand our product offerings to include baked cheese snack products on a branded and private label basis. Our products are sold through three primary distribution channels, including food retailers in the consumer channel, commercial ingredient users and contract packaging customers.

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

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

Note 2 – Acquisition of Just the Cheese Brand

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

8

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

Inventories	$	240
Fixed assets		500
Identifiable intangible assets:
Customer relationships		270
Brand names		80
Non-compete agreement		30
Goodwill		2,380
Total purchase price	$	3,500

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

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

The purchase price allocation, specifically amounts allocated to goodwill and fixed assets, are based on preliminary valuations and are subject to adjustments to reflect the final valuations.

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

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

Note 3 – Revenue Recognition

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

When Performance Obligations Are Satisfied

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

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

Revenue recognition is generally completed at a point in time when product control is transferred to the customer. For virtually all of our revenues, control transfers to the customer when the product is shipped or delivered to the customer based upon applicable shipping terms, 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.

9

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. There was no contract asset balance for any periods presented. The Company generally does not have material deferred revenue or contract liability balances arising from transactions with customers.

Disaggregation of Revenue

Revenue disaggregated by sales channel is as follows:

	For the Quarter Ended				For the Twenty-Six Weeks Ended
Distribution Channel	December 29, 2022		December 23, 2021		December 29, 2022		December 23, 2021
Consumer	$	224,513	$	203,479	$	421,060	$	383,240
Commercial Ingredients		28,419		27,756		59,926		55,912
Contract Packaging		21,396		21,972		45,943		40,384
Total	$	274,328	$	253,207	$	526,929	$	479,536

Note 4 – Leases

Description of Leases

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

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.

10

Lease expense for operating lease payments is recognized on a straight-line basis over the respective lease term. Our leases have remaining terms of up to 5.2 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 Sheets. We have also made the policy election to not separate lease and non-lease components for all leases.

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

	December 29, 2022		June 30, 2022		December 23, 2021		Affected Line Item in Consolidated Balance Sheet
Assets
Operating lease right-of-use assets	$	2,593	$	2,303	$	2,852		Operating lease right-of-use assets
Total lease right-of-use assets	$	2,593	$	2,303	$	2,852
Liabilities
Current:
Operating leases	$	1,166	$	1,258	$	1,392		Other accrued expenses
Noncurrent:
Operating leases		1,472		1,076		1,504		Long-term operating lease liabilities
Total lease liabilities	$	2,638	$	2,334	$	2,896

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

	For the Quarter Ended				For the Twenty-Six Weeks Ended
	December 29, 2022		December 23, 2021		December 29, 2022		December 23, 2021
Operating lease costs (a)	$	541	$	470	$	1,015	$	914
Variable lease costs (b)		58		19		115		36
Total lease cost	$	599	$	489	$	1,130	$	950

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

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

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

	For the Twenty-Six Weeks Ended
	December 29, 2022		December 23, 2021
Operating cash flows information:
Cash paid for amounts included in measurements for lease liabilities	$	807	$	794
Non-cash activity:
Right-of-use assets obtained in exchange for new operating lease obligations	$	1,049	$	89

11

	December 29, 2022			June 30, 2022			December 23, 2021
Weighted average remaining lease term (in years)		3.0			2.3			2.5
Weighted average discount rate		5.2	%		4.3	%		4.2	%

Maturities of operating lease liabilities as of December 29, 2022 are as follows:

Fiscal Year Ending
June 29, 2023 (excluding the twenty-six weeks ended December 29, 2022)	$	738
June 27, 2024		936
June 26, 2025		560
June 25, 2026		372
June 24, 2027		192
June 29, 2028		65
Thereafter		—
Total lease payment		2,863
Less imputed interest		(225	)
Present value of operating lease liabilities	$	2,638

At December 29, 2022, the Company had no material operating leases that had not yet commenced.

Lessor Accounting

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

Leasing revenue is as follows:

	For the Quarter Ended				For the Twenty-Six Weeks Ended
	December 29, 2022		December 23, 2021		December 29, 2022		December 23, 2021
Lease income related to lease payments	$	403	$	408	$	805	$	818

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

Fiscal Year Ending
June 29, 2023 (excluding the twenty-six weeks ended December 29, 2022)	$	927
June 27, 2024		1,869
June 26, 2025		1,282
June 25, 2026		697
June 24, 2027		614
June 29, 2028		—
	$	5,389

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Note 5 – Inventories

Inventories consist of the following:

	December 29, 2022		June 30, 2022			December 23, 2021
Raw material and supplies	$	75,002	$	77,558	$	71,960
Work-in-process and finished goods		98,073		127,297		106,781
Total	$	173,075	$	204,855	$	178,741

Note 6 – Goodwill and Intangible Assets

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

	December 29, 2022			June 30, 2022			December 23, 2021
Customer relationships	$	21,370		$	21,100		$	21,100
Brand names		17,070			16,990			16,990
Non-compete agreement		300			270			270
		38,740			38,360			38,360
Less accumulated amortization:
Customer relationships		(19,311	)		(18,795	)		(18,279	)
Brand names		(11,598	)		(11,252	)		(10,908	)
Non-compete agreement		(270	)		(248	)		(220	)
		(31,179	)		(30,295	)		(29,407	)
Net intangible assets	$	7,561		$	8,065		$	8,953

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

Total amortization expense related to intangible assets, which is classified in administrative expense in the Consolidated Statement of Comprehensive Income, was $440 and $884 for the quarter and twenty-six weeks ended December 29, 2022, respectively. Amortization expense for the remainder of fiscal 2023 is expected to be approximately $913 and expected amortization expense the next five fiscal years is as follows:

Fiscal Year Ending
June 27, 2024	$	1,561
June 26, 2025		1,222
June 25, 2026		874
June 24, 2027		705
June 29, 2028		521

The intangibles related to the Just the Cheese brand acquisition, which are reflected in the above table, and the expected amortization expense are based on the preliminary valuation report with respect to such intangible assets. Any necessary adjustments will be made in the third quarter of fiscal 2023 based on the final valuation report.

Our net goodwill at December 29, 2022 was comprised of $9,650 that relates to the Squirrel Brand acquisition completed in the second quarter of fiscal 2018 and $2,380 that relates to the Just the Cheese brand acquisition completed in the second quarter of fiscal 2023. The changes in the carrying amount of goodwill since June 25, 2021 are as follows:

Gross goodwill balance at June 25, 2021	$	18,416
Accumulated impairment losses		(8,766	)
Net balance at June 25, 2021		9,650
Goodwill acquired during the period		2,380
Net balance at December 29, 2022	$	12,030

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Note 7 – Credit Facility

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

At December 29, 2022, we had $90,505 of available credit under the Credit Facility which reflects borrowings of $22,805 and reduced availability as a result of $4,190 in outstanding letters of credit. As of December 29, 2022, we were in compliance with all financial covenants under the Credit Facility and Mortgage Facility.

Note 8 – Earnings Per Common Share

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

	For the Quarter Ended				For the Twenty-Six Weeks Ended
	December 29, 2022		December 23, 2021		December 29, 2022		December 23, 2021
Weighted average number of shares outstanding – basic		11,567,068		11,531,844		11,560,250		11,525,730
Effect of dilutive securities:
Restricted stock units		57,594		44,812		60,637		56,912
Weighted average number of shares outstanding – diluted		11,624,662		11,576,656		11,620,887		11,582,642

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

Note 9 – Stock-Based Compensation Plans

During the second quarter of fiscal 2023, there were 64,116 restricted stock units (“RSUs”) awarded to employees and non-employee members of the Board of Directors. The vesting period is generally three years for awards to employees and one year for awards to non-employee directors.

The following is a summary of RSU activity for the first half of fiscal 2023:

Restricted Stock Units	Shares			Weighted Average Grant Date Fair Value
Outstanding at June 30, 2022		142,239		$	70.42
Granted		64,116			74.09
Vested (a)		(29,349	)		89.36
Forfeited		(2,020	)		72.82
Outstanding at December 29, 2022		174,986		$	68.56

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

At December 29, 2022, there were 27,727 RSUs outstanding that were vested but deferred.

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

	For the Quarter Ended				For the Twenty-Six Weeks Ended
	December 29, 2022		December 23, 2021		December 29, 2022		December 23, 2021
Stock-based compensation expense	$	1,515	$	1,068	$	2,287	$	1,771

As of December 29, 2022, there was $6,532 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 1.7 years.

Note 10 – Retirement Plan

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

	For the Quarter Ended				For the Twenty-Six Weeks Ended
	December 29, 2022		December 23, 2021		December 29, 2022		December 23, 2021
Service cost	$	201	$	247	$	401	$	495
Interest cost		341		255		683		509
Amortization of loss		7		364		14		728
Net periodic benefit cost	$	549	$	866	$	1,098	$	1,732

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

Note 11 – Accumulated Other Comprehensive Loss

The table below sets forth the changes to accumulated other comprehensive loss (“AOCL”) for the twenty-six weeks ended December 29, 2022 and December 23, 2021. These changes are all related to our defined benefit pension plan.

Changes to AOCL (a)	For the Twenty-Six Weeks Ended
	December 29, 2022			December 23, 2021
Balance at beginning of period	$	(2,480	)	$	(9,025	)
Other comprehensive income before reclassifications		—			—
Amounts reclassified from accumulated other comprehensive loss		14			728
Tax effect		(3	)		(190	)
Net current-period other comprehensive income		11			538
Balance at end of period	$	(2,469	)	$	(8,487	)

(a) Amounts in parenthesis indicate debits/expense.

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The reclassifications out of AOCL for the quarter and twenty-six weeks ended December 29, 2022 and December 23, 2021 were as follows:

													Affected Line Item in the Consolidated Statements of Comprehensive Income
Reclassifications from AOCL to Earnings (b)	For the Quarter Ended						For the Twenty-Six Weeks Ended
	December 29, 2022			December 23, 2021			December 29, 2022			December 23, 2021
Amortization of defined benefit pension items:
Unrecognized net loss		(7	)		(364	)		(14	)		(728	)	Pension expense (excluding service costs)
Tax effect		2			95			3			190		Income tax expense
Amortization of defined pension items, net of tax	$	(5	)	$	(269	)	$	(11	)	$	(538	)

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

Note 12 – Commitments and Contingent Liabilities

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

Note 13 – Fair Value of Financial Instruments

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

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

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

16

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:

	December 29, 2022		June 30, 2022		December 23, 2021
Carrying value of current and long-term debt:	$	8,944	$	10,927	$	12,862
Fair value of current and long-term debt:		8,118		11,179		14,282

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

Note 14 – Garysburg, North Carolina Facility

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

Note 15 – Recent Accounting Pronouncements

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

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

17

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

OVERVIEW

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

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

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

• References herein to the second quarter of fiscal 2023 and fiscal 2022 are to the quarters ended December 29, 2022 and December 23, 2021, respectively.

• References herein to the first half or first twenty-six weeks of fiscal 2023 and fiscal 2022 are to the twenty-six weeks ended December 29, 2022 and December 23, 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.

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

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

We will continue to focus our promotional and advertising activity to invest in our brands to achieve growth. We intend to execute an omnichannel approach to win in key categories including recipe nuts, snack nuts, trail mix and other snacking categories. We continue to see 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 issues and the maintenance and growth of our customer base for branded and private label products. See the information referenced in Part II, Item 1A — “Risk Factors” of this report for additional information about our risks, challenges and uncertainties.

We face a number of challenges in the future, which include significant inflation, potential for economic downturn, supply chain challenges and, to a lesser extent, the lingering impacts of COVID-19. We have also experienced a tightening in the labor market for those employed at our production facilities, which has led to increased labor costs.

18

Inflation and Consumer Trends

We face changing industry trends as consumer purchasing preferences evolve. Due to significant inflation, including higher commodity acquisition costs in fiscal 2022, we have seen higher selling prices at retail. With higher prices across our categories and the broader food market, and also due to any actual or potential economic downturn, consumers may purchase fewer snack products, as we have seen through the recent decline in the recipe and snack nut categories, shift their preferences to private brands or lower priced nuts or purchase snack products outside the nut and trail mix category. With the inflationary environment, we are also seeing signs of consumers shifting to more value-focused retailers, such as mass merchandising retailers, club stores and dollar stores. E-commerce platforms showed growth during the first half of fiscal 2023 but at a lower rate than we saw during the first half of fiscal 2022.

Supply Chain and Transportation

In recent quarters, we have faced challenges with shortages and cost increases for shipping pallets, packaging, imported ingredients, transportation and shipping availability. The conflict in Ukraine has further exacerbated supply chain disruptions, especially related to sunflower oil used in roasting our nut products. Overall packaging costs appear to be leveling off but remain well above pre-pandemic levels. In addition, we are seeing some relief in select ingredient categories with reformulations and substitutions, but lead-times remain long compared to pre-pandemic lead-times.

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

These shortages and related challenges have impacted our operations and resulted in increased expenses and manufacturing inefficiencies that have 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; however, we expect that some costs may remain elevated or unpredictable for a longer period of time, particularly as the conflict in Ukraine continues.

We are working, and will continue to work, with our vendors, customers and suppliers to source additional raw materials and packaging supplies and to remain flexible in obtaining the transportation and labor services we need. If these shortages and other supply chain issues continue and we cannot secure adequate supplies to fulfill customer orders or cannot obtain the transportation and labor services we need, such shortages and supply chain issues could have an unfavorable impact on net sales and our operations during the remainder of 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.

COVID-19

During fiscal 2023, we may continue to face challenges as a result of the COVID-19 pandemic. During fiscal 2022, as various COVID-19 vaccines and therapeutic measures became more widely distributed and accepted by the public and indoor dining restrictions were again loosened, we saw a significant improvement in sales volume with our foodservice, restaurant, convenience store and non-essential retail customers.

19

QUARTERLY HIGHLIGHTS

Our net sales of $274.3 million for the second quarter of fiscal 2023 increased 8.3% from our net sales of $253.2 million for the second quarter of fiscal 2022. Net sales for the first twenty-six weeks of fiscal 2023 increased by $47.4 million, or 9.9%, to $526.9 million compared to the first twenty-six weeks of fiscal 2022.

Sales volume, measured as pounds sold to customers, decreased 3.8% for the second quarter of fiscal 2023 compared to the second quarter of fiscal 2022. Sales volume for the first twenty-six weeks of fiscal 2023 decreased 1.1% compared to the first twenty-six weeks of fiscal 2022.

Gross profit increased by $4.3 million, and our gross profit margin, as a percentage of net sales, was unchanged at 20.6% for both the second quarter of fiscal 2023 and fiscal 2022. Gross profit increased $3.1 million, and our gross profit margin decreased to 20.3% from 21.7% for the first twenty-six weeks of fiscal 2023 compared to the first twenty-six weeks of fiscal 2022.

Total operating expenses for the second quarter of fiscal 2023 decreased by $1.9 million, or 5.7%, compared to the second quarter of fiscal 2022. As a percentage of net sales, total operating expenses in the second quarter of fiscal 2023 decreased to 11.7% from 13.4% for the second quarter of fiscal 2022. For the first half of fiscal 2023, total operating expenses increased $1.8 million, and total operating expenses as a percentage of net sales decreased to 11.4% compared to 12.2% for the first half of fiscal 2022.

The total value of inventories on hand at the end of the second quarter of fiscal 2023 decreased $5.7 million, or 3.2%, in comparison to the total value of inventories on hand at the end of the second quarter of fiscal 2022.

We have seen acquisition costs for all major tree nuts decrease and acquisition costs for peanuts increase modestly in the 2022 crop year (which falls into our current 2023 fiscal year). We completed procurement of inshell walnuts during the first half of fiscal 2023. During the third quarter, we will determine the final prices to be paid to the walnut growers based upon current market prices and other factors such as crop size and export demand. We have estimated the liability to our walnut growers and our walnut inventory costs using currently available information. Any difference between our estimated liability and the actual final liability will be determined during the third quarter of fiscal 2023 and will be recognized in our financial results at that time.

20

RESULTS OF OPERATIONS

Net Sales

Our net sales increased 8.3% to $274.3 million in the second quarter of fiscal 2023 compared to net sales of $253.2 million for the second quarter of fiscal 2022. The increase in net sales was attributable to a 12.7% increase in the weighted average sales price per pound. This increase was partially offset by a 3.8% decrease in sales volume, which is defined as pounds sold to customers. The increase in the weighted average selling price per pound primarily resulted from higher commodity acquisition costs for pecans, cashews, peanuts and dried fruit. Sales volume for peanuts and all major tree nuts (except pecans) declined in the current quarter.

For the first twenty-six weeks of fiscal 2023 our net sales were $526.9 million, an increase of $47.4 million, or 9.9%, compared to the same period of fiscal 2022. The increase in net sales was attributable to an 11.1% increase in the weighted average selling price per pound, which was partially offset by a 1.1% decrease in sales volume. The increase in the weighted average selling price resulted from higher commodity acquisition costs for all major tree nuts (except walnuts), peanuts and dried fruit.

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

	For the Quarter Ended						For the Twenty-Six Weeks Ended
Product Type	December 29, 2022			December 23, 2021			December 29, 2022			December 23, 2021
Peanuts		16.6	%		16.6	%		17.8	%		17.1	%
Pecans		17.5			15.7			14.1			12.4
Cashews & Mixed Nuts		20.6			20.9			20.4			21.6
Walnuts		6.8			7.0			6.3			6.4
Almonds		8.3			9.0			8.7			9.8
Trail & Snack Mixes		24.2			25.1			26.4			26.5
Other		6.0			5.7			6.3			6.2
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	December 29, 2022		Percentage of Total			December 23, 2021		Percentage of Total			$ Change			% Change
Consumer (1)	$	224,513		81.8	%	$	203,479		80.3	%	$	21,034			10.3	%
Commercial Ingredients		28,419		10.4			27,756		11.0			663			2.4
Contract Packaging		21,396		7.8			21,972		8.7			(576	)		(2.6	)
Total	$	274,328		100.0	%	$	253,207		100.0	%	$	21,121			8.3	%

⁽¹⁾  Sales of branded products were approximately 26% and 28% of total consumer sales during the second quarters of fiscal 2023 and fiscal 2022, respectively. Fisher branded products were approximately 75% and 71% of branded sales during the second quarters of fiscal 2023 and fiscal 2022, respectively, with Orchard Valley Harvest branded products accounting for the majority of the remaining branded product sales.

21

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

	For the Twenty-Six Weeks Ended
Distribution Channel	December 29, 2022		Percentage of Total			December 23, 2021		Percentage of Total			$ Change		% Change
Consumer (1)	$	421,060		79.9	%	$	383,240		79.9	%	$	37,820		9.9	%
Commercial Ingredients		59,926		11.4			55,912		11.7			4,014		7.2
Contract Packaging		45,943		8.7			40,384		8.4			5,559		13.8
Total	$	526,929		100.0	%	$	479,536		100.0	%	$	47,393		9.9	%

⁽¹⁾  Sales of branded products were approximately 24% of total consumer sales during each of the first twenty-six weeks of fiscal 2023 and fiscal 2022. Fisher branded products were approximately 71% and 67% of branded sales during the first twenty-six weeks of fiscal 2023 and fiscal 2022, respectively, with Orchard Valley Harvest branded products accounting for the majority of the remaining branded product sales.

Net sales in the consumer distribution channel increased $21.0 million, or 10.3%, and sales volume decreased 2.0% in the second quarter of fiscal 2023 compared to the second quarter of fiscal 2022. The sales volume decrease was driven by lost private brand distribution at a grocery store retailer that occurred in the fourth quarter of fiscal 2022 and a 24.1% sales volume decrease for Fisher snack nuts primarily as a result of competitive pricing pressures at two grocery store retailers and lost distribution at another grocery store retailer. These decreases were partially offset by an increase in private brand sales volume due to new private brand peanut butter business at a mass merchandising retailer and increased seasonal distribution at another mass merchandising retailer. Sales volume of Fisher recipe nuts increased 2.8% as a result of increased distribution at a mass merchandising retailer and at a grocery store retailer. Sales volume of Orchard Valley Harvest products decreased 14.5% due to the timing of sales to a major customer in the non-food sector who shifted their orders into the third quarter of fiscal 2023.

In the first twenty-six weeks of fiscal 2023, net sales in the consumer distribution channel increased $37.8 million, or 9.9%, and sales volume decreased 1.4% compared to the same period of fiscal 2022. The sales volume decrease was driven by lost private brand distribution at the grocery store retailer cited in the quarterly comparison, which was partially offset by increased distribution at a mass merchandising retailer.

Net sales in the commercial ingredients distribution channel increased 2.4% in dollars and decreased 7.7% in sales volume in the second quarter of fiscal 2023 compared to the second quarter of fiscal 2022. The decrease in sales volume was due to a 38.9% decrease in sales volume of bulk products to other food manufacturers as a result of reduced consumption from softened consumer spending. This was partially offset by a 2.9% increase in sales volume to foodservice customers due to new distribution at existing customers.

In the first twenty-six weeks of fiscal 2023, net sales in the commercial ingredients distribution channel increased 7.2% in dollars and decreased 2.7% in sales volume compared to the same period of fiscal 2022. The decrease in sales volume was due to a 26.7% decrease in sales volume of bulk products to other food manufacturers for the reason cited in the quarterly comparison and a decrease in sales of peanut crushing stock to peanut oil processors. These decreases were largely offset by an 8.9% increase in sales volume to foodservice customers due to new distribution at existing customers and the continued recovery in the restaurant industry from the impacts of COVID-19 restrictions.

Net sales in the contract packaging distribution channel decreased 2.6% in dollars and 11.3% in sales volume in the second quarter of fiscal 2023 compared to the second quarter of fiscal 2022. The decrease in sales volume was primarily due to earlier timing for holiday shipments at a major customer in this channel.

In the first twenty-six weeks of fiscal 2023, net sales in the contract packaging distribution channel increased 13.8% in dollars and sales volume increased 2.7% compared to the first twenty-six weeks of fiscal 2022. The increase in sales volume was primarily attributable to business with a new customer.

22

Gross Profit

Gross profit increased by $4.3 million, or 8.2%, to $56.5 million for the second quarter of fiscal 2023 compared to the second quarter of fiscal 2022. Our gross profit margin, as a percentage of net sales, was unchanged at 20.6% for both the second quarter of fiscal 2023 and fiscal 2022, primarily due to lower acquisition costs for almonds and walnuts, which were offset by inflationary cost increases, including for labor and manufacturing supplies, increased depreciation expense and a decrease in sales volume. The increase in gross profit was mainly due to a higher net sales base.

Gross profit was $107.1 million for the first twenty-six weeks of fiscal 2023 compared to $104.0 million for the first twenty-six weeks of fiscal 2022 primarily due to a higher net sales base. Our gross profit margin, as a percentage of sales, decreased to 20.3% for the first twenty-six weeks of fiscal 2023 compared to 21.7% for the first twenty-six weeks of fiscal 2022. The decrease in gross profit margin in the year to date comparison was primarily attributable to higher acquisition costs for all major tree nuts (except walnuts) and peanuts, other inflationary cost increases cited in the quarterly comparison and increased depreciation expense.

Operating Expenses

Total operating expenses for the second quarter of fiscal 2023 decreased by $1.9 million, or 5.7%, to $32.0 million. Operating expenses decreased to 11.7% of net sales for the second quarter of fiscal 2023 compared to 13.4% of net sales for the second quarter of fiscal 2022.

Selling expenses for the second quarter of fiscal 2023 were $21.8 million, a decrease of $1.7 million, or 7.4%, from the second quarter of fiscal 2022. The decrease was driven primarily by a $1.5 million decrease in advertising expense and a $0.8 million decrease in freight expense primarily due to a decrease in freight rates, which were partially offset by a $0.3 million increase in base compensation expense and $0.2 million increase in sales broker commission expense.

Administrative expenses for the second quarter of fiscal 2023 were $10.2 million compared to $10.4 million for the second quarter of fiscal 2022. The decrease was due to a $0.8 million decrease in incentive compensation expense and a $0.5 million decrease in the loss on asset disposals, which were largely offset by a $1.0 million increase in base and equity compensation expense.

Total operating expenses for the first twenty-six weeks of fiscal 2023 increased by $1.8 million, or 3.1%, to $60.3 million. Operating expenses decreased to 11.4% of net sales for the first half of fiscal 2023 compared to 12.2% of net sales for the first half of fiscal 2022.

Selling expenses for the first twenty-six weeks of fiscal 2023 were $39.8 million, a decrease of $1.5 million, or 3.6%, from the amount recorded for the first twenty-six weeks of fiscal 2022. The decrease was driven primarily by a $2.0 million decrease in advertising expense and a $1.2 million decrease in freight expense due to a decrease in freight rates. These decreases were partially offset by a $0.6 million increase in base compensation expense and a $0.5 million increase in sales broker commission expense.

Administrative expenses for the first twenty-six weeks of fiscal 2023 were $20.5 million, an increase of $1.0 million, or 5.1%, compared to the same period of fiscal 2022. The increase was primarily due to a $1.3 million increase in base and equity compensation expense and a $0.6 million increase in audit and legal expenses primarily for Acquisition-related costs, which were partially offset by a $0.6 million decrease in the loss on asset disposals.

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

Income from Operations

Due to the factors discussed above, income from operations was $24.5 million, or 8.9% of net sales, for the second quarter of fiscal 2023 compared to $18.3 million, or 7.2% of net sales, for the second quarter of fiscal 2022.

Due to the factors discussed above, income from operations was $46.9 million, or 8.9% of net sales, for the first twenty-six weeks of fiscal 2023 compared to $45.6 million, or 9.5% of net sales, for the first twenty-six weeks of fiscal 2022.

Interest Expense

Interest expense was $0.6 million for the second quarter of fiscal 2023 compared to $0.4 million for the second quarter of fiscal 2022. Interest expense was $1.3 million for the first twenty-six weeks of fiscal 2023 compared to $0.8 million for the first twenty-six weeks of fiscal 2022. The increase in interest expense for both the quarterly and year to date comparisons was due to higher weighted average interest rates.

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Rental and Miscellaneous Expense, Net

Net rental and miscellaneous expense was $0.3 million for both the second quarter of fiscal 2023 and fiscal 2022. Net rental and miscellaneous expense was $0.7 million for both the first twenty-six weeks of fiscal 2023 and fiscal 2022.

Pension Expense (Excluding Service Costs)

Pension expense (excluding service costs) was $0.3 million for the second quarter of fiscal 2023 compared to $0.6 million for the second quarter of fiscal 2022. Pension expense (excluding service costs) was $0.7 million for the first twenty-six weeks of fiscal 2023 compared to $1.2 million for the first twenty-six weeks of fiscal 2022. The decrease in pension expense (excluding service costs) for both the quarterly and year to date comparisons was primarily due to a decrease in the unrecognized net loss remaining to be amortized, which was a result of a large actuarial gain in the prior fiscal year.

Income Tax Expense

Income tax expense was $6.3 million, or 27.1% of income before income taxes (the “Effective Tax Rate”), for the second quarter of fiscal 2023 compared to $3.7 million, or 21.6% of income before income taxes, for the second quarter of fiscal 2022. For the first twenty-six weeks of fiscal 2023, income tax expense was $11.7 million, or 26.6% of income before income taxes, compared to $10.4 million, or 24.3% of income before income taxes, for the comparable period last year. The increase in the Effective Tax Rate for both the quarterly and twenty-six week periods is mainly due to the favorable impact of $0.7 million of discrete tax benefits from share-based compensation recognized in the second quarter of fiscal 2022 that did not reoccur in the current quarter.

Net Income

Net income was $16.9 million, or $1.46 per common share basic and $1.45 per common share diluted, for the second quarter of fiscal 2023, compared to $13.2 million, or $1.15 per common share basic and $1.14 per common share diluted, for the second quarter of fiscal 2022.

Net income was $32.5 million, or $2.81 per common share basic and $2.79 per common share diluted, for the first twenty-six weeks of fiscal 2023, compared to net income of $32.5 million, or $2.82 per common share basic and $2.81 per common share diluted, for the first twenty-six weeks of fiscal 2022.

LIQUIDITY AND CAPITAL RESOURCES

General

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

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

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

	December 29, 2022			December 23, 2021			$ Change
Operating activities	$	70,952		$	15,820		$	55,132
Investing activities		(14,976	)		(5,889	)		(9,087	)
Financing activities		(55,771	)		(9,576	)		(46,195	)
Net increase in cash	$	205		$	355		$	(150	)

Operating Activities Net cash provided by operating activities was $71.0 million for the first twenty-six weeks of fiscal 2023 compared to $15.8 million for the comparative period of fiscal 2022. The increase in operating cash flow was primarily due to a decreased use of working capital for inventory compared to the first twenty-six weeks of fiscal 2022 as a result of decreasing commodity acquisition costs.

Total inventories were $173.1 million at December 29, 2022, a decrease of $31.8 million, or 15.5%, from the inventory balance at June 30, 2022, and a decrease of $5.7 million, or 3.2%, from the inventory balance at December 23, 2021. The decrease in inventories at December 29, 2022 compared to June 30, 2022 was primarily due to lower commodity acquisition costs for all major tree nuts and lower quantities of pecans and finished goods on hand, which were partially offset by higher quantities of walnuts, cashews and other raw materials on hand. The decrease in inventories at December 29, 2022 compared to December 23, 2021 were primarily due to lower commodity acquisition costs for all major tree nuts and lower quantities of finished goods and pecans on hand, which were partially offset by higher quantities of cashews, other raw materials, work-in-process and farmer stock peanuts.

Raw nut and dried fruit input stocks, some of which are classified as work-in-process, increased by 7.4 million pounds, or 15.0%, at December 29, 2022 compared to December 23, 2021 due to higher quantities of farmer stock peanuts, inshell walnuts and cashews on hand, partially offset by lower quantities of inshell pecans. The weighted average cost per pound of raw nut input stocks on hand at the end of the second quarter of fiscal 2023 decreased 24.2% compared to the end of the second quarter of fiscal 2022 primarily due to lower commodity acquisition costs for all major tree nuts.

Investing Activities Cash used in investing activities was $15.0 million during the first twenty-six weeks of fiscal 2023 compared to $5.9 million for the same period last year. The increase in cash used in investing activities was partially attributable to the $3.9 million of net proceeds received from the disposition of the Garysburg, North Carolina facility, which occurred in the first quarter of fiscal 2022 and did not recur in the current fiscal year. The $3.5 million purchase price for the acquisition of the Just the Cheese brand also contributed to the increase. Capital asset purchases were $11.4 million during the first half of fiscal 2023 compared to $9.5 million for the first half of fiscal 2022. We expect total capital expenditures for new equipment, facility upgrades, and food safety enhancements for fiscal 2023 to be approximately $18.0 to 20.0 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.

Financing Activities Cash used in financing activities was $55.8 million during the first twenty-six weeks of fiscal 2023 compared to $9.6 million for the same period last year. Net repayments under our Credit Facility were $17.6 million during the first half of fiscal 2023 compared to net borrowings of $27.2 million for the first half of fiscal 2022. The decrease in credit facility borrowings was primarily due to decreasing commodity acquisition costs. Dividends paid in the first half of fiscal 2023 were approximately $3.0 million higher than dividends paid in the same period last year.

Real Estate Matters

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

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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 (as amended, the “Mortgage Facility”).

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

The Amended and Restated Credit Facility is secured by substantially all of our assets other than machinery and equipment, real property, and fixtures and matures on March 5, 2025. The Mortgage Facility 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% or (ii) a rate based upon the London interbank offered rate plus an applicable margin based upon the borrowing base calculation, ranging from 1.25% to 1.75%.

At December 29, 2022, the weighted average interest rate for the Credit Facility was 6.3%. 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 December 29, 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 December 29, 2022, we had $90.5 million of available credit under the Credit Facility. If this entire amount were borrowed at December 29, 2022, we would still be in compliance with all restrictive covenants under the Credit Facility.

Mortgage Facility

The Mortgage Facility matures on March 1, 2023, and the remaining balance of $0.9 million will be paid in full during our fiscal 2023 third quarter. 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.

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 December 29, 2022, $8.1 million of the debt obligation was outstanding.

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Critical Accounting Policies and Estimates

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

Recent Accounting Pronouncements

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

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FORWARD LOOKING STATEMENTS

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

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of December 29, 2022. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 29, 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 December 29, 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 12 – “Commitments and Contingent Liabilities” in Part I, Item 1 of this Form 10-Q.

Item 1A. Risk Factors

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

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

Item 6. Exhibits

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

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EXHIBIT INDEX

(Pursuant to Item 601 of Regulation S-K)

Exhibit No.	Description
3.1	Restated Certificate of Incorporation of the Company (incorporated by reference from Exhibit 3.1 to the Form 10-Q for the quarter ended March 24, 2005)
3.2	Amended and Restated Bylaws of the Company (incorporated by reference from Exhibit 3.2 to the Form 10-K for the fiscal year ended June 25, 2015)
*10.1	Amended and Restated John B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement Number Two among Michael J. Valentine, as trustee of the Valentine Life Insurance Trust, Mathias Valentine, Mary Valentine and the Company, dated December 31, 2003 (incorporated by reference from Exhibit 10.35 to the Form 10-Q for the quarter ended December 25, 2003)
*10.2	Amendment, dated February 12, 2004, to Amended and Restated John B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement Number Two among Michael J. Valentine, as trustee of the Valentine Life Insurance Trust, Mathias Valentine, Mary Valentine and the Company, dated December 31, 2003 (incorporated by reference from Exhibit 10.47 to the Form 10-Q for the quarter ended March 25, 2004)
*10.3	Restated Supplemental Retirement Plan (incorporated by reference from Exhibit 10.16 to the Form 10-K for the fiscal year ended June 28, 2007)
*10.4	Form of Indemnification Agreement (incorporated by reference from Exhibit 10.01 to the Form 8-K filed on May 5, 2009)
*10.5	2014 Omnibus Incentive Plan (incorporated by reference from Exhibit 4.1 to the Registration Statement on Form S-8 filed on October 28, 2014)
*10.6	Amendment No. 1 to the 2014 Omnibus Incentive Plan (incorporated by reference from Exhibit 10.12 to the Form 10-K for the year ended June 30, 2016)
*10.7	Form of Non-Employee Director Restricted Stock Unit Award Agreement (non-deferral) under 2014 Omnibus Plan (fiscal 2021, 2022 and 2023 awards cycle) (incorporated by reference from Exhibit 10.38 to the Form 10-Q for the quarter ended December 24, 2015)

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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 2021, 2022 and 2023 awards cycle) (incorporated by reference from Exhibit 10.10 to the Form 10-Q for the quarter ended December 24, 2020)
*10.10	Form of Employee Restricted Stock Unit Award Agreement under 2014 Omnibus Plan (fiscal 2023 awards cycle)
*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. (incorporated by reference from Exhibit 10.15 to the Form 10-Q for the quarter ended March 24, 2022)

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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. (incorporated by reference from Exhibit 10.16 to the Form 10-Q for the quarter ended March 24, 2022)
*10.17	Executive Transition Agreement, dated November 3, 2021, by and between John B. Sanfilippo & Son, Inc. and Christopher Gardier
*10.18	Nonqualified Deferred Compensation Plan Adoption Agreement of the Company dated as of November 22, 2022
*10.19	John B. Sanfilippo & Son, Inc. Nonqualified Deferred Compensation Plan dated as of November 22, 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.

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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 February 1, 2023.

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

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EX-10.10

Exhibit 10.10

[Employee FY 2023 RSU]

John B. Sanfilippo & Son, Inc. 2014 Omnibus Incentive Plan

Restricted Stock Unit Award Agreement

[Insert Date]

[Insert Name of Participant]

In accordance with the terms of the John B. Sanfilippo & Son, Inc. 2014 Omnibus Incentive Plan (the “Plan”), pursuant to action of the Compensation Committee (the “Committee”) of the Board of John B. Sanfilippo & Son, Inc. (the “Company”), the Company hereby grants to you (the “Recipient”), subject to the terms and conditions set forth in this Restricted Stock Unit Award Agreement (including Annex A hereto), Restricted Stock Units (“RSUs”), as set forth below.

Unless otherwise specified, capitalized terms used herein or in Annex A shall have the meanings specified in the Plan. The terms and conditions of the Plan are incorporated by reference and govern except to the extent that, when permitted by the Plan, this RSU Award Agreement provides otherwise.

Each RSU corresponds to one Share and is an unfunded and unsecured promise by the Company to deliver such Share on a future date as set forth herein. Until such delivery, you only have the rights of a general unsecured creditor of the Company and not as a stockholder with respect to the Shares underlying your RSUs.

Number of RSUs Granted:	[#]
Date of Grant:	[xx/xx/xxxx]
Period of Restriction:	Date of Grant through [xx/xx/xxxx]
Share Payment Date:	Each RSU will convert to the right to receive one Share on the day following the date the Period of Restriction ends (including due to accelerated vesting as contemplated in Annex A) with respect to that RSU, with the Share being delivered to the Recipient as soon as administratively possible thereafter (but no later than 60 days thereafter), or as may be required pursuant to Section 3 of Annex A.

RSUs are subject to forfeiture as provided herein (including Annex A) and the Plan.

Further terms and conditions of your Award of RSUs are set forth in Annex A, which is an integral part of this RSU Award Agreement.

By accepting this Award, you hereby acknowledge the receipt of a copy of this RSU Award Agreement including Annex A, and a copy of the Plan and agree to be bound by all terms and provisions hereof (including Annex A) and thereto.

1

[Employee FY 2023 RSU]

John B. Sanfilippo & Son, Inc.

Recipient:

Print Name:

2

[Employee FY 2023 RSU]

Annex A

Restricted Stock Unit Award Agreement

Further Terms and Conditions of Award. It is understood and agreed that the Award of RSUs evidenced by the RSU Award Agreement to which this is annexed is subject to the following additional terms and conditions:

1. Termination of Service. Upon the Recipient’s Termination of Service, all unvested RSUs (RSUs for which the Period of Restriction has not lapsed) shall be treated as follows:

a. Death or Disability – If the Recipient’s Termination of Service is on account of death or Disability, then all of the unvested RSUs shall immediately become nonforfeitable and the restrictions with respect to such RSUs shall lapse as of the date of death or the date the Committee determines that the Disability occurred, as applicable.

b. Normal Retirement with Proper Advance Notice – Notwithstanding Section 13(b) of the Plan, if the Recipient’s Termination of Service is on account of Normal Retirement (as defined below) and the Recipient provided at least 365 days advance written notice of the Recipient’s intent to exercise this Normal Retirement provision to the head of the Company’s Human Resources Department, then all unvested RSUs shall immediately become nonforfeitable and the restrictions with respect to such RSUs shall lapse as of the date of such Termination of Service. For the purposes of this RSU Award Agreement, “Normal Retirement” shall mean the Recipient’s Termination of Service, other than death or Disability, after the date the Recipient has (i) been continuously employed by the Company or any Subsidiary of the Company for at least seven (7) years and (ii) achieved the age of at least 62.

c. Early Retirement with Proper Advance Notice – Notwithstanding Section 13(b) of the Plan, if the Recipient’s Termination of Service is on account of Early Retirement (as defined below) and the Recipient provided at least 365 days advanced written notice of the Recipient’s intent to exercise this Early Retirement provision to the head of the Company’s Human Resources Department, then the restrictions with respect to such RSUs shall lapse as of the date of such Termination of Service with respect to the number of RSUs subject to this RSU Award Agreement multiplied by a fraction (which shall not be greater than 1), the numerator of which is the number of whole months that have elapsed from the Date of Grant to the date of Termination of Service and the denominator of which is 36. The remainder of the RSUs shall be forfeited and canceled as of the date of the Participant’s Termination of Service. For the purposes of this RSU Award Agreement, “Early Retirement” shall mean the Recipient’s Termination of Service, other than death or Disability, after the date the Recipient has (i) been continuously employed by the Company or any Subsidiary of the Company for at least ten (10) years and (ii) achieved the age of at least 55.

3

[Employee FY 2023 RSU]

d. Normal Retirement or Early Retirement without Proper Advance Notice – If the Recipient’s Termination of Service is on account of Normal Retirement or Early Retirement and the Recipient failed to provide at least 365 days advance written notice in accordance with this RSU Award Agreement to the head of the Company’s Human Resources Department, then all unvested RSUs shall be forfeited as of the end of the day of such Termination of Service unless the Committee, in its sole discretion, determines that all or some portion of such unvested RSUs shall become nonforfeitable and the restrictions with respect to such RSUs shall lapse as of the date of Normal Retirement or Early Retirement.

e. Any Other Reason – If the Recipient’s Termination of Service is on account of any other reason, then all unvested RSUs shall be forfeited as of the end of the day of such Termination of Service.

2. [Reserved].

3. Six-Month Delay Due to Code Section 409A. Notwithstanding anything else herein to the contrary, if Recipient is a “specified employee” for purposes of Code Section 409A at the time of the Recipient’s Termination of Service and if an exception under Code Section 409A does not apply, any payment to the Recipient under this RSU Award Agreement that is payable on account of a Termination of Service (other than death or Disability) shall be delayed until six (6) months after the Recipient’s Termination of Service (other than death or Disability) as required by Code Section 409A. Normal and Early Retirements with proper notice may be subject to this six-month delay.

4. Fractional Shares. If any calculation of Shares to be awarded or to be forfeited or to be released from restrictions or limitations would result in a fraction, any fraction of 0.5 or greater will be rounded to one, and any fraction of less than 0.5 will be rounded to zero.

5. Tax Withholding. With respect to the minimum statutory tax withholding required upon the date the Period of Restriction ends, the Company may satisfy such withholding requirements by (a) withholding from other wages, compensation and amounts otherwise owed to the Recipient or, (b) at the written election of the Participant, by withholding Shares upon the date that the restrictions lapse to such RSUs, in whole or in part, but only with regard to that portion of the RSUs for which the Period of Restriction has ended. Unless the withholding of such Shares is not allowed under applicable tax or securities law or has materially adverse accounting consequences, the Recipient may elect, in writing, for the Company to withhold additional Shares beyond the number required to satisfy the minimum statutory tax withholding, up to the maximum applicable federal and state tax rates. If the obligation for any taxes is satisfied by withholding in Shares, for tax purposes, the Recipient is deemed to have been issued the full number of Shares subject to the RSUs, notwithstanding that a number of the Shares are so withheld.

6. Ratification of Actions. By accepting the RSU Award or other benefit under the Plan, the Recipient and each person claiming under or through him shall be conclusively deemed to have indicated the Recipient’s acceptance and ratification of, and consent to, any action taken under the Plan or the RSU Award by the Company, the Board or the Committee.

4

[Employee FY 2023 RSU]

7. Notices. Any notice hereunder to the Company shall be addressed to the head of the Company’s Human Resources Department, and any notice hereunder to Recipient shall be addressed to him or her at the address contained in the Company’s records, subject to the right of either party to designate at any time hereafter in writing some other address.

8. Nontransferability. Recipient may not sell, transfer, assign, pledge or otherwise dispose of the RSUs covered by this RSU Award Agreement, other than by will or by the laws of descent and distribution.

9. No Employment Rights. This RSU Award Agreement does not provide Recipient with any rights to continued employment with the Company or a Subsidiary. The Company and its Subsidiaries reserve the right to terminate Recipient’s employment at any time, with or without cause.

10. Trade Secrets and Confidential Information. Recipient shall not at any time directly or indirectly, either during or after the term of employment with the Company, divulge any Trade Secrets (as defined below) or any Confidential Information (as defined below) to any other person or business entity, nor use or permit the use of any Trade Secrets or any Confidential Information, other than on behalf of the Company and pursuant to the discharge of the responsibilities of Recipient as an employee. Upon the cessation of Recipient’s employment with the Company under any circumstances, Recipient shall promptly tender to the Company all documents, lists, records, cellular devices, computers, computer stored media and data (with accompanying passwords) and any other items, and reproductions thereof, of any kind in Recipient’s possession or control containing Trade Secrets or Confidential Information. Recipient agrees to carefully guard (a) the Trade Secrets and Confidential Information and (b) similar information owned by others which Recipient knows the Company is obligated by contract or other duty to keep confidential.

a. Trade Secrets – As used herein, the term “Trade Secrets” shall include any information that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons or business entities who can obtain economic value from its disclosure or use. As used herein, Trade Secrets shall not include information which is known, or shall become known through no fault of the Recipient, to the public or generally known within the industry of businesses comparable to the Company. All Trade Secrets imparted to Recipient by the Company, or otherwise obtained by Recipient, at any time, relating to the Company’s business operations, product data, customer or prospect lists or information, procurement data or practices, customer specification information and related data, pricing and cost data, marketing information, computer programs, business strategies, information regarding products under research and development, recipes, product formulae, manufacturing processes and any other such proprietary and confidential information is revealed and entrusted to Recipient in confidence, solely in connection with and for the purpose of employment on behalf of the Company. Recipient agrees that Trade Secrets are and remain the sole property of the Company.

b. Confidential Information – As used herein, the term “Confidential Information” shall include Trade Secrets and all other confidential and/or proprietary information that does not rise to the level of Trade Secrets that is imparted, revealed and/or entrusted to Recipient by the Company in confidence. Confidential Information that is not Trade Secrets includes, but is not limited to, information

5

[Employee FY 2023 RSU]

regarding the Company’s operations, procurement processes, product information regarding products under research and development, methods of doing business, supplier and grower information, and accounting and legal information. As used herein, Confidential Information shall not include any information that is (a) generally known within the industry of businesses comparable to the Company or to the public, other than as a result of the breach of this RSU Award Agreement by Recipient or any breach of confidentiality obligations or other duties by third parties, (b) made legitimately available to Recipient by a third party without breach of any confidentiality obligation or other duty, or (c) required by law or legal process to be disclosed; provided that Recipient shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and cooperate with any attempts by the Company to obtain a protective order or similar treatment. All Confidential Information imparted to Recipient by the Company, or otherwise obtained by Recipient, at any time, is revealed and entrusted to Recipient in confidence, solely in connection with and for the purpose of employment on behalf of the Company. Recipient agrees that Confidential Information is and remains the sole property of the Company.

c. Notice of Immunity – Pursuant to the Defend Trade Secrets Act of 2016, Recipient understands that: Recipient shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of Trade Secrets that are made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, in each case, solely for the purpose of reporting or investigating a suspected violation of law. Recipient shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of Trade Secrets that are made in a complaint or other document that is filed in a lawsuit or other proceeding, if such filing is made under seal. Recipient who files a lawsuit for retaliation by the Company for reporting a suspected violation of law may disclose Trade Secrets to the attorney of Recipient and use the Trade Secrets information in the court proceeding if Recipient (a) files any document containing the Trade Secrets under seal, and (b) does not disclose the Trade Secrets, except pursuant to court order.

11. Non-Solicitation and Non-Disparagement.

a. Restrictions as to Solicitation of Employees – Recipient agrees that, during his employment with the Company and for a period of 12 months from the cessation of Recipient’s employment with the Company for any reason, including retirement, voluntary resignation, cessation as a result of performance or for or without cause, Recipient shall not solicit, hire or cause to be hired any employees of the Company for employment in any line of business or attempt to induce or encourage any such employee to leave the employ of the Company. Recipient also agrees not to make such solicitations indirectly. Recipient also shall not, directly or indirectly, aid or assist any other person, firm, corporation or other business entity in performing any of the aforesaid acts. This applies to actions Recipient may take in any capacity, including, but not limited to, as proprietor, partner, joint venturer, stockholder, director, officer, trustee, principal, agent, servant, employee, or in any other capacity. It is agreed this restriction is reasonable and necessary to protect the goodwill and confidential information of the Company.

6

[Employee FY 2023 RSU]

b. Non-Disparagement – Recipient agrees not to willingly or knowingly make any statement or criticism that would reasonably be expected to cause the Company’s customers, suppliers or other business partners embarrassment, humiliation or otherwise cause or contribute to the Company’s customers, suppliers or other business partners being held in disrepute by the public or by the customers, suppliers, other business partners or employees of the Company, except as required by law. Recipient agrees not to willingly or knowingly make any statement or criticism that would reasonably be expected to cause the Company embarrassment, humiliation or otherwise cause or contribute to the Company being held in disrepute by the public or the customers, suppliers, other business partners or employees of the Company, or otherwise disparage or harm the reputation of the Company. However, nothing in this RSU Award Agreement will be construed to prohibit Recipient from filing a charge with, reporting possible violations to, or participating or cooperating with any governmental agency or entity, including but not limited to the Equal Employment Opportunity Commission, the Department of Justice, the Securities and Exchange Commission, Congress, or any agency Inspector General, or making other disclosures that are protected under the whistleblower, anti-discrimination or antiretaliation provisions of federal, state or local law or regulation; provided, that Recipient may not disclose Company information that is protected by the attorney-client privilege, except as expressly authorized by law; provided further, Recipient does not need the prior authorization of the Company to make any such reports or disclosures, and Recipient is not required to notify the Company that Recipient has made such reports or disclosures.

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

13. Remedies. Recipient understands and agrees that money damages would not be a sufficient remedy for any breach of this RSU Award Agreement and that if Recipient should breach, or threaten to commit a breach, of any of the provisions of this RSU Award Agreement, the Company is entitled to seek equitable relief, including injunction and specific performance, as a remedy of such breach, in each case without any requirement to post a bond or other surety. Such remedies shall not be deemed to be the exclusive remedies for a breach of this RSU Award Agreement, but shall be in addition to all other remedies available at law or equity to the Company. The restrictions contained in this RSU Award Agreement do not supersede or reduce any rights that the Company may have pursuant to Federal or State law pertaining to any Trade Secrets or Confidential Information and, in the event that any such law provides greater protections with respect to any Trade Secrets or Confidential Information than the protections contained in this RSU Award Agreement, such greater protections shall apply.

7

[Employee FY 2023 RSU]

14. Governing Law and Severability. This RSU Award Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. To the extent not preempted by Federal law, the RSU Award Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law provisions. The provisions of this RSU Award Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

15. Definitions. Capitalized terms not otherwise defined in the RSU Award Agreement or in this Annex A attached thereto shall have the meanings given them in the Plan.

16. Code Section 409A. It is intended that this RSU Award Agreement will either comply with or be exempt from Code Section 409A to the extent applicable, and the Plan and the RSU Award Agreement shall be interpreted and construed on a basis consistent with such intent. The RSU Award Agreement may be amended in any respect deemed necessary (including retroactively) by the Committee in order to preserve compliance with (or exemption from) Code Section 409A. The preceding shall not be construed as a guarantee of any particular tax effect for any benefits or amounts deferred or paid pursuant to this RSU Award Agreement.

17. Waiver. The Recipient and every person claiming under or through the Recipient hereby waives to the fullest extent permitted by applicable law any right to a trial by jury with respect to any litigation directly or indirectly arising out of, under, or in connection with the Plan or this RSU Award Agreement issued pursuant to the Plan.

18. Interpretation. The Committee shall have final authority to interpret and construe the Plan and this RSU Award Agreement and Annex A and to make any and all determinations thereunder, and its decision shall be binding and conclusive upon the Recipient and his/her legal representative in respect of any questions arising under the Plan or this RSU Award Agreement and Annex A.

19. Securities Laws. The Recipient acknowledges that certain restrictions under state or federal securities laws may apply with respect to the Shares underlying the RSUs granted pursuant to this RSU Award Agreement, even after the Shares have been delivered to the Recipient. Specifically, Recipient acknowledges that, to the extent he or she is an “affiliate” of the Company (as that term is defined by the Securities Act of 1933), the Shares underlying the RSUs granted pursuant to this RSU Award Agreement are subject to certain trading restrictions under applicable securities laws (including particularly the Securities and Exchange Commission’s Rule 144). Recipient hereby agrees to execute such documents and take such actions as the Company may reasonably require with respect to state and federal securities laws and any restrictions on the resale of such shares which may pertain under such laws.

8

[Employee FY 2023 RSU]

20. Compensation Recovery. This RSU Award Agreement shall be subject to any compensation recovery policy adopted by the Company, including any policy required to comply with applicable law or listing standards, as such policy may be amended from time to time in the sole discretion of the Company. As consideration for and by accepting the RSUs, the Recipient agrees that all prior equity awards made by the Company to the Recipient shall become subject to the terms and conditions of the provisions of this Section 20.

21. Data Collection. The Recipient hereby explicitly and unambiguously consents to the collection, use, holding and transfer, in electronic or other form, of his or her personal data as described in this RSU Award Agreement by the Company for the exclusive purpose of implementing, administering and managing the Recipient’s participation in the Plan. The Recipient understands that the Company may hold certain personal information about the Recipient, including his or her name, home address and telephone number, date of birth, social security number or other identification number, salary, nationality, job title, any Shares held in the Company, details of all options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Recipient’s favor, for the purpose of implementing, administering and managing the Plan (“Data”). Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan. The Recipient may request a list with the names and addresses of any recipients of the Data by contacting the head of the Company’s Human Resources Department. The Recipient authorizes any such third parties to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Recipient may elect to deposit any shares acquired upon settlement of the RSUs. Data will be held only as long as is necessary to implement, administer and manage the Recipient’s participation in the Plan. The Recipient may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the head of the Company’s Human Resources Department. Refusing or withdrawing his or her consent may affect the Recipient’s ability to participate in the Plan. For more information on the consequences of a refusal to consent or withdrawal of consent, the Recipient may contact the head of the Company’s Human Resources Department.

9

EX-10.18

Exhibit 10.18

NOTE: Execution of this Adoption Agreement creates a legal liability of the Employer with significant tax consequences to the Employer and Participants. Principal Life Insurance Company disclaims all liability for the legal and tax consequences which result from the elections made by the Employer in this Adoption Agreement. Nothing set forth in this agreement or related documents may be taken or relied upon as legal, tax, investment, or accounting advice, nor as any investment recommendation. You should consult with appropriate counsel or other advisors on all matters pertaining to legal, tax, or accounting obligations and requirements.

Principal Life Insurance Company, Raleigh, NC 27612

A member of the Principal Financial Group^®

THE NONQUALIFIED DEFERRED COMPENSATION PLAN

ADOPTION AGREEMENT

THIS AGREEMENT is the adoption of the Nonqualified Deferred Compensation Plan (“Plan”) by John B. Sanfilippo & Son, Inc. (the “Company”) with an EIN of 362419677.

W I T N E S S E T H:

WHEREAS, the Company desires to adopt the Plan as an unfunded, nonqualified deferred compensation plan for members of a select group of management or highly compensated employees and under Sections 201(2), 301(a)(3) and 401(a)(l) of the Employee Retirement Income Security Act of 1974 (“ERISA”) or independent contractors; and

WHEREAS, the provisions of the Plan are intended to comply with the requirements of Section 409A of the Code and the regulations thereunder and shall apply to amounts subject to Section 409A; and

WHEREAS, the Company has been advised by Principal Life Insurance Company (“the Recordkeeper”) to obtain legal and tax advice from its professional advisors before adopting the Plan.

NOW, THEREFORE, the Company hereby adopts the Plan in accordance with the terms and conditions set forth in this Adoption Agreement:

ARTICLE I

Terms used in this Adoption Agreement shall have the same meaning as in the Plan, unless some other meaning is expressly herein set forth. The Company hereby represents and warrants that the Plan has been adopted by the Company upon proper authorization and the Company hereby elects to adopt the Plan for the benefit of its Participants as referred to in the Plan. By the execution of this Adoption Agreement, the Company hereby agrees to be bound by the terms of the Plan.

ARTICLE II

The Company hereby makes the following designations or elections for the purpose of the Plan:

2.13 Effective Date: This is a newly established Plan, and the Effective Date of the Plan is January 1, 2023.

2.26 Plan: The name of the Plan is

John B. Sanfilippo & Son, Inc. Non-Qualified Deferred Compensation Plan.

4.1 Participant Deferral Credits: Subject to the limitations in Section 4.1 of the Plan, a Participant may elect to have their Compensation, as elected below, deferred within the annual limits below by the following percentage or amount as designated in writing to the Committee:

Base Salary:
☒	(a)	Base salary:
		maximum deferral:        80%
☐	(b)	Base salary deferral in an amount equal to a 401(k) refund (“401(k) Refund Offset”) as defined in Section 2.0 of the Plan:
		mandatory deferral:        100%
Bonus:
☐	(c)	Service Bonus:
☐ Service Bonus: earned from 1/1-12/31, paid on or around first quarter of the following Plan Year.
		maximum deferral:        80 %
☒	(d)	Performance-Based Compensation:
☒ SVA Bonus: earned on or about 7/01-6/30, paid on or around the third quarter of the following plan year of the employer, and whose election must be made no later than six months prior to the end of the performance period, in accordance with Section 4.1.5. of the Plan.
		maximum deferral:        100 %
☐	(e)	Participant deferrals not allowed.

4.1.2 Participant Deferral Credits and Employer Credits – Election Period (Evergreen Elections):

An election made by the Participant shall continue in effect for subsequent years until modified by the Participant as permitted in Section 4.1 and Section 4.2 of the Plan.

2

4.2 Employer Credits (Section 4.2 of the Plan) and Vesting (Section 6 of the Plan): Employer Credits will be made in the following manner:

☐        (a)	Employer Credits not allowed.
☒        (b)	Restored 401(k) Match: The Employer may make discretionary credits to the Deferred Compensation Account of each Active Participant in an amount determined each Plan Year by the Employer.
	☐        (i)	Immediate 100% vesting.
	☒        (ii)	Number of Years of Service	Vested Percentage
		Less than1             1             2             3             4             5             6             7             8             9             10 or more	0   %         0   %         0   %       100 % ______ % ______ % ______ % ______ % ______ % ______ % ______ %

For this purpose, Years of Service of a Participant shall be calculated from the date designated below:

☐ (1) First day the Participant begins to provide services to the Employer and all Participating Employers

☒ (2) Each Crediting Date. Under this option (2), each Employer Credit shall vest based on the Years of Service of a Participant from the Crediting Date on which each Employer Discretionary Credit is made to the Deferred Compensation Account.

3

☒        (c)	Discretionary Employer Contributions: The Employer may make discretionary credits to the Deferred Compensation Account of each Active Participant in an amount determined each Plan Year by the Employer.
	☐        (i)	Immediate 100% vesting.
	☒        (ii)	Number of Years of Service	Vested Percentage
		Less than1             1             2             3             4             5             6             7             8             9             10 or more	0   %         0   %         0   %       100 % ______ % ______ % ______ % ______ % ______ % ______ % ______ %

For this purpose, Years of Service of a Participant shall be calculated from the date designated below:

☐ (1) First day the Participant begins to provide services to the Employer and all Participating Employers

☒ (2) Each Crediting Date. Under this option (2), each Employer Credit shall vest based on the Years of Service of a Participant from the Crediting Date on which each Employer Discretionary Credit is made to the Deferred Compensation Account.

Further, an Active Participant shall be fully vested in ALL Employer Credits, as noted above, upon the first to occur of the following events:

☒ (a) Full Vesting Age (as defined in Section 2.20 of the Plan) shall mean age 65 or age 55 with 10 Years of Service.

☒	(b)	Death.
☒	(c)	Disability.
☒	(d)	Change in Control Event.

If Change in Control or Disability is not a Vesting event, amounts not vested at the time payments due under this Section cease will be:

☐ Forfeited

☐ Distributed upon a Qualifying Distribution Event if vested at that time

4.3 Deferred Compensation Account: A Participant may establish multiple accounts to be distributed upon Separation from Service. Each account may have one set of payment options as permitted in Section 7.1 of the Plan. Additional In-Service accounts may be established as permitted in Section 5.4 of the Plan. The Participant will also be required to elect Separation from Service payment options for each In-Service account established.

4

5.2 Disability of a Participant: A Participant’s becoming Disabled shall be a Qualifying Distribution Event and the Deferred Compensation Account shall be paid by the Employer as provided in Section 7.1 of the Plan.

5.3 Death of a Participant: A Participant’s death shall be a Qualifying Distribution Event and the Deferred Compensation Account shall be paid by the Employer as provided in Section 7.1 of the Plan.

5.4 In-Service Distributions: In-Service Accounts are permitted under the Plan:

☒ (a)         In-Service Accounts are allowed with respect to:

☒ Participant Deferral Credits only.

☐ Employer Credits only.

☐ Participant Deferral and Employer Credits.

In-service distributions may be made in the following manner:

☒ Single lump sum payment.

☒ Annual installments over a term certain not to exceed 5 years.

If applicable, amounts not vested at the time in-service payments are distributed will be distributed at Separation from Service if vested at that time.

☐ (b)         No In-Service Distributions permitted.

5.5 Change in Control Event:

☒ (a)         A Change in Control shall not be a Qualifying Distribution Event.

☐ (b)         Participants may elect upon initial enrollment to have accounts distributed upon a Change in Control Event.

5.6 Upon an Unforeseeable Emergency (as defined in Section 2.36 of the Plan) Participants may apply to cancel deferral elections and/or have vested accounts distributed upon an Unforeseeable Emergency event.

7.1 Payment Options: If permitted by the plan design, any benefit payable under the Plan upon a permitted Qualifying Distribution Event may be made to the Participant or the Beneficiary (as applicable) in any of the following payment forms, as selected by the Participant, or mandated by the plan provisions in the Participation Agreement:

(a) Separation from Service

5

☒ (i)         A lump sum.

☒ (ii)         Annual installments over a term certain as elected by the Participant not to exceed 10 years.

(b) Death shall be paid in a lump sum

(c) Disability shall be paid in a lump sum

(d) Unforeseeable Emergency shall be paid in a lump sum

7.4 De Minimis Amounts. The Employer may distribute a Participant’s vested balance in all Deferred Compensation Account(s) of the Participant at any time, whether or not a Qualifying Distribution Event has occurred if the balance does not exceed the limit in Section 402(g)(1)(B) of the Code and results in the termination of the Participant’s entire interest in the Plan and any other Employer plan subject to aggregation under Section 409A of the Code.

Notwithstanding any payment election made by the Participant, the vested balance in all Deferred Compensation Account(s) of the Participant shall be distributed in a single lump sum payment if at the time of a permitted Qualifying Distribution Event that is either a Separation from Service, death, Disability, or Change in Control Event the vested balance does not exceed:

☒ $100,000.

☐ Not Applicable

14. Amendment and Termination of Plan: Notwithstanding any provision in this Adoption Agreement or the Plan to the contrary, the Adoption Agreement and Plan Document shall be amended as provided in Exhibit A.

☐ There are no amendments to the Plan.

17.8 Construction: The provisions of the Plan shall be construed and enforced according to the laws of the State/Commonwealth of Illinois, except to the extent that such laws are superseded by ERISA and the applicable provisions of the Code.

IN WITNESS WHEREOF, this Agreement has been executed as of the day and year stated below.

John B. Sanfilippo & Son, Inc
Name of Company
By:	/s/ Frank Pellegrino
Authorized Person
Date: 11/22/22

6

APPENDIX A

BASIC PLAN DOCUMENT OVERRIDE ELECTIONS

The Employer elects to override the basic plan eligibility provisions as follows.

Match Eligibility Exclusion.

Employees participating in the Employer’s Supplemental Employee Retirement Plan (SERP) are not eligible to receive restored 401(K) plan matching and discretionary employer contributions under this plan.

7

EX-10.19

Exhibit 10.19

THE NONQUALIFIED DEFERRED COMPENSATION PLAN

PLAN DOCUMENT

THE NONQUALIFIED DEFERRED COMPENSATION PLAN

Section 1. Purpose

By execution of the Adoption Agreement, the Company has adopted the Plan set forth herein, and in the Adoption Agreement, to provide a means by which certain management Employees or Independent Contractors of the Employer may elect to defer receipt of current Compensation from the Employer in order to provide retirement and other benefits on behalf of such Employees or Independent Contractors of the Employer, as selected in the Adoption Agreement. The Plan is intended to be a nonqualified deferred compensation plan that complies with the provisions of Section 409A of the Internal Revenue Code (the “Code”). The Plan is also intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation benefits for a select group of management or highly compensated employees under Sections 201(2), 301(a)(3) and 401(a)(l) of the Employee Retirement Income Security Act of 1974 (“ERISA”) or independent contractors. Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.

Section 2. Definitions

2.0 “401(k) Refund Offset” means a deferral of the Participant’s base salary equal to the gross amount of a 401(k)-refund caused by Average Deferral Percentage (ADP) testing failures in the qualified plan. The 401(k) refund itself shall be paid to the Participant from the 401(k) plan and reported on Form 1099-R. This deferral shall not apply to Roth 401(k) refunds or any other refund not generated due to failed testing.

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2.1 “Active Participant” means, with respect to any day or date, a Participant who is in Service on such day or date; provided, that a Participant shall cease to be an Active Participant (i) immediately upon a determination by the Committee that the Participant has ceased to be an Employee or Independent Contractor, or (ii) at the end of the Plan Year that the committee determines the Participant no longer meets the eligibility requirements of the Plan.

2.2 “Adoption Agreement” means the written agreement pursuant to which the Company adopts the Plan. The Adoption Agreement is a part of the Plan as applied to the Company.

2.3 “Beneficiary” means the person, persons, entity or entities designated or determined pursuant to the provisions of Section 13 of the Plan.

2.4 “Board” means the Board of Directors of the Company, if the Company is a corporation. If the Company is not a corporation, “Board” shall mean the Company.

2.5 “Change in Control Event” means an event described in Section 409A(a)(2)(A)(v) of the Code (or any successor provision thereto) and the regulations thereunder.

2.6 “Committee” means the Employer, an administrative committee appointed by the Board to serve at the pleasure of the Board, the Board itself, any other person or persons as determined in the Employer’s discretion, or any other person or persons noted in the Adoption Agreement. The Recordkeeper is not the Committee.

2.7 “Company” means the company designated in the Adoption Agreement.

2.8 “Compensation” shall have the meaning designated in the Adoption Agreement.

2.9 “Crediting Date” means the date any corresponding asset payment used to informally finance the Plan, if applicable, is credited to the Employer’s corporate owned investment account or any other day directed by the Employer. Otherwise, all Credits shall be credited on any business day as specified by the Employer.

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2.10 “Deferred Compensation Account” means the account maintained with respect to each Participant under the Plan. The Deferred Compensation Account shall be credited with Participant Deferral Credits and Employer Credits, credited or debited for deemed investment gains or losses, and adjusted for payments in accordance with the rules and elections in effect under Section 8. As permitted in the Adoption Agreement, the Deferred Compensation Account of a Participant may consist of one or more accounts. A Participant may elect payment options for each account as described in Section 7.1 and deemed investments for each account as described in Section 8.2.

2.11 “Disabled or Disability” means Disabled or Disability within the meaning of Section 409A of the Code and the regulations thereunder. Generally, this means that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering Employees of the Employer.

2.12 “Education Account” is an In-Service Account which will be used by the Participant for educational purposes.

2.13 “Effective Date” shall be the date designated in the Adoption Agreement.

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2.14 “Employee” means an individual in the Service of the Employer if the relationship between the individual and the Employer is the legal relationship of employer and employee. An individual shall cease to be an Employee upon the Employee’s Separation from Service.

2.15 “Employer” means the Company, as identified in the Adoption Agreement, and any Participating Employer which adopts this Plan. An Employer may be a corporation, a limited liability company, a partnership or sole proprietorship.

2.16 “Employer Credits” means the amounts credited to the Participant’s Deferred Compensation Account by the Employer pursuant to the provisions of Section 4.2.

2.17 “Grandfathered Amounts” means, if applicable, the amounts that were deferred under the Plan and were earned and vested within the meaning of Section 409A of the Code and regulations thereunder as of December 31, 2004. Grandfathered Amounts shall be subject to the terms designated in the Plan which were in effect as of October 3, 2004.

2.18 “Independent Contractor” means an individual in the Service of the Employer if the relationship between the individual and the Employer is not the legal relationship of employer and employee. An individual shall cease to be an Independent Contractor upon the termination of the Independent Contractor’s Service. An Independent Contractor shall include a director of the Employer who is not an Employee.

2.19 “In-Service Account” means a separate account to be kept for each Participant that has elected to take in-service distributions as described in Section 5.4. The In-Service Account shall be adjusted in the same manner and at the same time as the Deferred Compensation Account under Section 8 and in accordance with the rules and elections in effect under Section 8.

2.20 “Normal Retirement Age”, which may also be called “Full Vesting Age”, of a Participant means the age designated in the Adoption Agreement.

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2.21 “Participant” means with respect to any Plan Year an Employee or Independent Contractor who has been designated by the Committee as a Participant and who has entered the Plan or who has a Deferred Compensation Account under the Plan; provided that if the Participant is an Employee, the individual must be a member of a select group of management or highly compensated employee of the Employer within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.

2.22 “Participant Deferral Credits” means the amounts credited to the Participant’s Deferred Compensation Account by the Employer pursuant to the provisions of Section 4.1.

2.23 “Participating Employer” means any trade or business (whether or not incorporated) which adopts this Plan with the consent of the Company identified in the Adoption Agreement.

2.24 “Participation Agreement” means a written agreement, including electronic submissions by the Participant or at the Participant’s direction, entered into between a Participant and the Employer pursuant to the provisions of Section 4.1

2.25 “Performance-Based Compensation” means compensation where the amount of, or entitlement to, the compensation is contingent on the satisfaction of preestablished organizational or individual performance criteria relating to a performance period of at least twelve months. Organizational or individual performance criteria are considered preestablished if established in writing within 90 days after the commencement of the period of service to which the criteria relates, provided that the outcome is substantially uncertain at the time the criteria are established. Performance-based compensation may include payments based upon subjective performance criteria as provided in regulations and administrative guidance promulgated under Section 409A of the Code.

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2.26 “Plan” means the name of the Plan as designated in the Adoption Agreement.

2.27 “Plan-Approved Domestic Relations Order” shall mean a judgment, decree, or order (including the approval of a settlement agreement) which is:

2.27.1 Issued pursuant to a State’s domestic relations law;

2.27.2 Relates to the provision of child support, alimony payments or marital property rights to a Spouse, former Spouse, child or other dependent of the Participant;

2.27.3 Creates or recognizes the right of a Spouse, former Spouse, child or other dependent of the Participant to receive all or a portion of the Participant’s benefits under the Plan;

2.27.4 Requires payment to such person of an interest in the Participant’s benefits in a lump sum payment or any other form of payment allowed under the Plan at a specific time; and

2.27.5 Meets such other requirements established by the Committee.

2.28 “Plan Year” means the twelve-month period ending on the last day of December, unless otherwise noted in the Adoption Agreement, provided, that the initial Plan Year may have fewer than twelve months.

2.28.1 “Recordkeeper” means the individual or entity responsible for keeping records of Plan activity including the tracking of Participant Deferred Compensation Account balances. As to applicable tax and regulatory rules, the actions of the Recordkeeper are limited to executing the decisions and directions of the Committee. The Recordkeeper does not make plan administration decisions.

2.29 “Qualifying Distribution Event” means (i) the Separation from Service of the Participant, (ii) the date the Participant becomes Disabled, (iii) the death of the Participant, (iv) the time specified by the Participant for an In-Service Distribution, (v) a Change in Control Event, or (vi) an Unforeseeable Emergency, each to the extent provided in Section 5.

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2.30 “Seniority Date” which may also be called “Installment Eligibility Date” shall have the meaning designated in the Adoption Agreement and shall apply to both the initial deferral election described in Section 4 and the Subsequent deferral election described in Section 7.5.

2.31 “Separation from Service” or “Separates from Service” means a “separation from service” within the meaning of Section 409A of the Code.

2.32 “Service” as an Employee means employment by the Employer. For purposes of the Plan, the employment relationship is treated as continuing intact while the Employee is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the Employee’s right to reemployment is provided either by statute or contract. If the Participant is an Independent Contractor, “Service” shall mean the period during which the contractual relationship exists between the Employer and the Participant. The contractual relationship is not terminated if the Participant anticipates a renewal of the contract or becomes an Employee. A Participant who has a Deferred Compensation Account which contains amounts deferred or contributed as an Employee and a member of the Board (Dual Status), Services performed in those capacities will be looked at independently when determining if a Separation from Service has occurred. Services as a member of the Board and Independent Contractor (in a capacity not on the Board) will be looked collectively when determining if a Separation from Service has occurred.

2.33 “Service Bonus” means any bonus that does not meet the definition of Performance-Based Compensation that is paid to a Participant by the Employer as noted in the Adoption Agreement.

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2.34 “Specified Employee” means an Employee who meets the requirements for key employee treatment under Section 416(i)(l)(A)(i), (ii) or (iii) of the Code (applied in accordance with the regulations thereunder and without regard to Section 416(i)(5) of the Code) at any time during the twelve month period ending on December 31 of each year (the “identification date”). If the person is a key employee as of any identification date, the person is treated as a Specified Employee for the twelve-month period beginning on the first day of the fourth month following the identification date. Unless binding corporate action is taken to establish different rules for determining Specified Employees for all plans of the Company and its controlled group members that are subject to Section 409A of the Code, the foregoing rules and the other default rules under the regulations of Section 409A of the Code shall apply.

2.35 “Spouse” or ‘‘Surviving Spouse” means, except as otherwise provided in the Plan, a person who is the legally married spouse or surviving spouse of a Participant.

2.36 “Unforeseeable Emergency” means an “unforeseeable emergency” within the meaning of Section 409A of the Code.

2.37 “Years of Service” means each Plan Year of Service completed by the Participant. For vesting purposes, Years of Service shall be calculated from the date designated in the Adoption Agreement and Service shall be based on service with the Company and all Participating Employers.

Section 3. Participation

The Committee in its discretion shall designate each Employee or Independent Contractor who is eligible to participate in the Plan. A Participant who Separates from Service with the Employer and who later returns to Service may be eligible consistent with Section 409A of the Code and upon satisfaction of such terms and conditions as the Committee shall establish.

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Section 4. Credits to Deferred Compensation Account

4.1 Participant Deferral Credits. To the extent provided in the Adoption Agreement, each Active Participant may elect, by entering into a Participation Agreement with the Employer, to defer the receipt of Compensation from the Employer by a dollar amount or percentage specified in the Participation Agreement. The amount of Compensation the Participant elects to defer, the Participant Deferral Credit, shall be credited by the Employer to the Deferred Compensation Account maintained for the Participant pursuant to Section 8. The following special provisions shall apply with respect to the Participant Deferral Credits of a Participant:

4.1.1 The Employer shall credit to the Participant’s Deferred Compensation Account on each Crediting Date an amount equal to the total Participant Deferral Credit for the period ending on such Crediting Date.

4.1.2 An election pursuant to this Section 4.1 shall be made by the Participant by executing and delivering a Participation Agreement to the Committee. Except as otherwise provided in this Section 4.1, the Participation Agreement shall become effective with respect to such Participant as of the first day of January following the date such Participation Agreement is received by the Committee. A Participant’s election may be changed at any time prior to the last permissible date for making the election as permitted in this Section 4.1, and shall thereafter be irrevocable. Any election of a Participant shall continue in effect for the time period as set forth in the Adoption Agreement.

4.1.3 A Participant may execute and deliver a Participation Agreement to the Committee within 30 days after the date the Participant first becomes eligible to participate in the Plan. After the 30-day period expires, or after any shorter time period as agreed to by the Participant and the Committee, the latest election made by the Participant during that period becomes irrevocable. Such election shall then be effective as of the first payroll period commencing following the date the Participation Agreement becomes irrevocable. Whether a Participant is treated as newly eligible for participation under this Section shall be determined in accordance with Section 409A of the Code and the regulations thereunder, including (i) rules that treat all elective deferral account balance plans as one plan, and (ii) rules that treat a previously eligible Employee as newly eligible if the Participant’s benefits had been previously distributed or if the Participant has been ineligible for 24 months. For Compensation that is earned based upon a specified performance period (for example, an annual bonus), where a deferral election is

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made under this Section but after the beginning of the performance period, the election will only apply to the portion of the Compensation equal to the total amount of the Compensation for the service period multiplied by the ratio of the number of days remaining in the performance period after the date the election becomes irrevocable over the total number of days in the performance period.

4.1.4 A Participant may unilaterally modify a Participation Agreement (either to terminate, increase or decrease future Compensation which is subject to deferral within the percentage limits set forth in Section 4.1 of the Adoption Agreement) by providing a written modification of the Participation Agreement to the Committee. The modification shall become effective as of the first day of January following the date such written modification is received by the Committee, or at such later date as required under Section 409A of the Code.

4.1.5 If the Participant performed services continuously from the later of the beginning of the performance period or the date upon which the performance criteria are established through the date upon which the Participant makes an initial deferral election, a Participation Agreement relating to the deferral of Performance- Based Compensation may be executed and delivered to the Committee no later than the date which is 6 months prior to the end of the performance period, provided that in no event may an election to defer Performance-Based Compensation be made after such Compensation has become readily ascertainable.

4.1.6 If the Employer has a fiscal year other than the calendar year, Compensation relating to Service in the fiscal year of the Employer (such as a bonus based on the fiscal year of the Employer), of which no amount is paid or payable during the fiscal year, may be deferred at the Participant’s election if the election to defer is made not later than the close of the Employer’s fiscal year next preceding the first fiscal year in which the Participant performs any services for which such Compensation is payable.

4.1.7 Compensation payable after the last day of the Participant’s taxable year solely for services provided during the final payroll period containing the last day of the Participant’s taxable year (i.e., generally December 31) is treated for purposes of this Section 4.1 as Compensation for services performed in the subsequent taxable year.

4.1.8 The Committee may from time to time establish policies or rules consistent with the requirements of Section 409A of the Code to govern the manner in which Participant Deferral Credits may be made.

4.1.9 If a Participant becomes Disabled all currently effective deferral elections for such Participant shall be cancelled. At the time the participant is no longer Disabled, subsequent elections to defer future compensation will be permitted under this Section 4.

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4.1.10 If a Participant applies for and receives a distribution on account of an Unforeseeable Emergency, all currently effective deferral elections for such Participant shall be cancelled. Subsequent elections to defer future compensation will be permitted under this Section 4. Furthermore, a Participant may apply to the Committee to cancel all deferral elections due to an Unforeseeable Emergency.

4.2 Employer Credits. If designated by the Employer in the Adoption Agreement, the Employer shall cause the Committee to credit to the Deferred Compensation Account of each Active Participant an Employer Credit as determined in accordance with the Adoption Agreement. A Participant must make distribution elections with respect to any Employer Credits credited to the Deferred Compensation Account by the deadline that would apply under Section 4.1 for distribution elections with respect to Participant Deferral Credits credited at the same time, on a Participation Agreement that is timely executed and delivered to the Committee pursuant to Section 4.1. If no distribution election is made, vested amounts in the Deferred Compensation Account will be distributed in a lump sum upon the earliest of any Qualifying Distribution Event limited to Separation from Service, Disability, Death or Change in Control.

4.3. Deferred Compensation Account. All Participant Deferral Credits and Employer Credits shall be credited to the Deferred Compensation Account of the Participant as provided in Section 8.

Section 5. Qualifying Distribution Events

5.1 Separation from Service. If the Participant Separates from Service with the Employer, the vested balance in the Deferred Compensation Account shall be paid to the Participant by the Employer as provided in Section 7. Notwithstanding the foregoing, no distribution shall be made earlier than six months after the date of Separation from Service (or, if earlier, the date of death) with respect to a Participant who as of the date of Separation

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from Service is a Specified Employee of a corporation (or a member of such corporation’s controlled group) the stock in which is traded on an established securities market (either foreign or domestic) or otherwise. Any payments to which such Specified Employee would be entitled during the first six months following the date of Separation from Service shall be accumulated and paid on the first day of the seventh month following the date of Separation from Service, and shall be adjusted for deemed investment gain and loss incurred during the six month period.

5.2 Disability. If the Employer designates in the Adoption Agreement that distributions are permitted under the Plan when a Participant becomes Disabled, and the Participant becomes Disabled while in Service, the vested balance in the Deferred Compensation Account shall be paid to the Participant by the Employer as provided in Section 7.

5.3 Death. If the Participant dies while in Service, the Employer shall pay a benefit to the Participant’s Beneficiary in the amount of the vested balance in the Deferred Compensation Account and any additional amount designated in the Adoption Agreement. Payment of such benefit shall be made by the Employer as provided in Section 7.

5.4 In-Service Distributions. If the Employer designates in the Adoption Agreement that in-service distributions are permitted under the Plan, a Participant may designate in the Participation Agreement to have a specified amount credited to the Participant’s In-Service Account for in-service distributions at the date specified by the Participant. In no event may an in- service distribution of an amount be made before the date that is two years after the first day of the year in which any deferral election to such In-Service Account became effective. Notwithstanding the foregoing, if a Participant incurs a Qualifying Distribution Event prior to the date on which the entire balance in the In-Service Account has been distributed, then the vested balance in the In-Service Account on the date of the Qualifying Distribution Event shall be paid as provided under Section 7.1 for payments on such Qualifying Distribution Event.

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5.5 Change in Control Event. If the Employer designates in the Adoption Agreement that distributions are permitted under the Plan upon the occurrence of a Change in Control Event, the Participant may designate in the Participation Agreement to have the vested balance in the Deferred Compensation Account paid to the Participant upon a Change in Control Event by the Employer as provided in Section 7.

5.6 Unforeseeable Emergency. If the Employer designates in the Adoption Agreement that distributions are permitted under the Plan upon the occurrence of an Unforeseeable Emergency event, a distribution from the Deferred Compensation Account may be made to a Participant in the event of an Unforeseeable Emergency, subject to the following provisions:

5.6.1 A Participant may, make an application to the Committee to cancel all active deferral elections or to cancel deferral elections and receive a distribution in a lump sum of all or a portion of the vested balance in the Deferred Compensation Account (determined as of the date the distribution, if any, is made under this Section 5.6) because of an Unforeseeable Emergency. A distribution because of an Unforeseeable Emergency shall not exceed the amount required to satisfy the Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of such distribution, after taking into account the extent to which the Unforeseeable Emergency may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship) or by stopping current deferrals under the Plan pursuant to Section 4.1.10.

5.6.2 The Participant’s request for a distribution on account of Unforeseeable Emergency must be made in writing to the Committee. The request must specify the nature of the financial hardship, the total amount requested to be distributed from the Deferred Compensation Account, and the total amount of the actual expense incurred or to be incurred on account of the Unforeseeable Emergency.

5.6.3 If a cancellation of deferral elections is approved such cancellation will be effective as soon as practicable. If a distribution under this Section 5.6 is approved by the Committee, such distribution will be made as soon as practicable following the date it is approved. The processing of the request shall be completed as soon as practicable from the date on which the Committee receives the properly

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completed written request for a distribution on account of an Unforeseeable Emergency. If a Participant’s Separation from Service occurs after a request is approved in accordance with this Section 5.6.3, but prior to distribution of the full amount approved, the approval of the request shall be automatically null and void and the benefits which the Participant is entitled to receive under the Plan shall be distributed in accordance with the applicable distribution provisions of the Plan.

5.6.4 The Committee may from time to time adopt additional policies or rules consistent with the requirements of Section 409A of the Code to govern the manner in which such distributions may be made so that the Plan may be conveniently administered.

Section 6. Vesting

A Participant shall be fully vested in the portion of the Deferred Compensation Account attributable to Participant Deferral Credits, and all income, gains and losses attributable thereto. A Participant shall become fully vested in the portion of the Deferred Compensation Account attributable to Employer Credits, and income, gains and losses attributable thereto, in accordance with the vesting schedule and provisions designated by the Employer in the Adoption Agreement. Once a Participant achieves vesting on an Employer Credit, it cannot be reduced or eliminated. If Change in Control was elected as a vesting event in the Adoption Agreement participants accounts shall be fully vested upon a Change in Control, however new vesting schedules may be applied to future Employer Credits. If a Participant’s Deferred Compensation Account is not fully vested upon Separation from Service, the portion of the Deferred Compensation Account that is not fully vested shall be forfeited.

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Section 7. Distribution Rules

7.1 Payment Options. The Employer shall designate in the Adoption Agreement the payment options which may be elected by the Participant. The Participant may at such time elect a method of payment for Qualifying Distribution Events as specified in the Adoption Agreement. If the Participant is permitted by the Employer in the Adoption Agreement to elect different payment options and does not make a valid election, the vested balance in the Deferred Compensation Account will be distributed as a lump sum upon the Qualifying Distribution Event.

Notwithstanding the foregoing, if certain Qualifying Distribution Events occur prior to the date on which the vested balance of a Participant’s Deferred Compensation Account is completely paid pursuant to this Section 7.1 following the occurrence of certain Qualifying Distribution Events, the following rules apply:

7.1.1 If the currently effective Qualifying Distribution Event is a Separation from Service or Disability, and the Participant subsequently dies, the remaining unpaid vested balance of a Participant’s Deferred Compensation Account shall be paid as a lump sum.

7.1.2 If the currently effective Qualifying Distribution Event is a Change in Control Event, and any subsequent Qualifying Distribution Event occurs (except an In-Service Distribution described in Section 2.29(iv)), the remaining unpaid vested balance of a Participant’s Deferred Compensation Account shall be paid as provided under Section 7.1 for payments on such subsequent Qualifying Distribution Event.

7.2 Timing of Payments. Payment shall be made in the manner elected by the Participant and shall commence as soon as practicable after the distribution date specified for the Qualifying Distribution Event. Distribution shall be no later than within 60 days following the day after the Qualifying Distribution Event. Such payment shall not be deemed late if the payment is made on or before the later of (i) December 31 of the calendar year in which the Qualifying Distribution Event occurs, or (ii) the date that is 2-1/2 months after the Qualifying Distribution Event occurs. Participants shall not have any influence as to the tax year or timing of the

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distribution. For each payment, the Committee must specify a date for the Deferred Compensation Account(s) to be valued. In the event the Participant fails to make a valid election of the payment method, the distribution will be made in a single lump sum payment as soon as practicable after the Qualifying Distribution Event. A payment may be further delayed to the extent permitted in accordance with regulations and guidance under Section 409A of the Code.

7.3 Installment Payments. If the Participant elects to receive installment payments upon a Qualifying Distribution Event, the payment of each installment shall be made on the anniversary of the date of the first installment payment, and the amount of the installment shall be adjusted on such anniversary for credits or debits to the Participant’s account pursuant to Section 8 of the Plan. Such adjustment shall be made by dividing the balance in the Deferred Compensation Account on such date by the number of installments remaining to be paid hereunder; provided that the last installment due under the Plan shall be the entire amount credited to the Participant’s account on the date of payment.

7.4 De Minimis Amounts. Notwithstanding any payment election made by the Participant, if the Employer designates a pre-determined de minimis amount in the Adoption Agreement, the vested balance in all Deferred Compensation Accounts of the Participant will be distributed in a single lump sum payment if at the time of a permitted Qualifying Distribution Event the vested balance does not exceed such pre-determined de minimis amount; provided, however, that such distribution will be made only where the Qualifying Distribution Event is a Separation from Service, death, Disability, or Change in Control Event. In addition, the Employer may distribute a Participant’s vested balance in all of the Participant’s Deferred Compensation Accounts at any time if the balance does not exceed the limit in Section 402(g)(1)(B) of the Code and results in the termination of the Participant’s entire interest in the Plan as provided under Section 409A of the Code.

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7.5 Subsequent Elections. With the consent of the Committee, a Participant may delay or change the method of payment of the Deferred Compensation Account subject to the following requirements:

7.5.1 The new election may not take effect until at least 12 months after the date on which the new election is made.

7.5.2 If the new election relates to a payment for a Qualifying Distribution Event other than the death of the Participant, the Participant becoming Disabled, or an Unforeseeable Emergency, the new election must provide for the deferral of the payment for a period of at least five years from the date such payment would otherwise have been made.

7.5.3 If the new election relates to a payment from the In-Service Account, the new election must be made at least 12 months prior to the date of the first scheduled payment from such account.

For purposes of this Section 7.5 and Section 7.6, a payment is each separately identified amount to which the Participant is entitled under the Plan; provided, that entitlement to a series of installment payments is treated as the entitlement to a single payment.

7.6 Acceleration Prohibited. The acceleration of the time or schedule of any payment due under the Plan is prohibited except as expressly provided in regulations and administrative guidance promulgated under Section 409A of the Code (such as accelerations for domestic relations orders and employment taxes). It is not an acceleration of the time or schedule of payment if the Employer waives or accelerates the vesting requirements applicable to a benefit under the Plan.

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7.7 Residual Distributions. If calculation of the amount of any credit to a Participant’s Deferred Compensation Account is not administratively practicable due to events beyond the control of the Employer, payments may be made to the Participant for residual amounts contributed to or remaining in a Deferred Compensation Account after payments under the provisions of this Section 7 have commenced or been completed. The residual amount shall be credited to the Deferred Compensation Account when the calculation of the amount becomes administratively practicable. Examples of residual amounts include, but are not limited to, additional investment returns credited after payment (due to dividends or pricing changes) or additional contributions made after payment (such as an annual bonus deferral or an Employer Credit). Payments that would have been made had the residual amount been calculable at the benefit commencement date shall be made up as soon as practicable after crediting to the Deferred Compensation Account, in no case later than the end of the year in which calculation of the amount becomes administratively practicable.

7.8 Ineffective Deferrals. If a Participant deferral election under Section 4 to contribute to an In-Service Account carries over to a subsequent year (an evergreen election) and the deferral election is ineffective (i.e., the distribution election would cause payment in the current or prior years), the amount deferred will be credited to a Deferred Compensation Account that is not an In-Service Account. If the Participant only has one account of this type, the amount deferred will be credited to that account. If the Participant has multiple accounts of this type, and one of the accounts has a lump sum at Separation from Service distribution election, the amount deferred will be credited to that account. If the Participant has multiple accounts of this type and does not have an account with a lump sum at Separation from Service distribution election, one will be established with a lump sum at Separation from Service distribution election and the amount deferred will be credited to this account.

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Section 8. Accounts; Deemed Investment; Adjustments to Account

8.1 Accounts. The Committee shall establish a book reserve account, entitled the “Deferred Compensation Account,” on behalf of each Participant. The Committee shall also establish an In-Service Account as a part of the Deferred Compensation Account of each Participant, if applicable. The amount credited to the Deferred Compensation Account shall be adjusted pursuant to the provisions of Section 8.3.

8.2 Deemed Investments. The Deferred Compensation Account of a Participant shall be credited with an investment return determined as if the account were invested in one or more investment funds made available by the Committee. The Participant shall elect the investment funds in which the Participant’s Deferred Compensation Account shall be deemed to be invested. Such election shall be made in the manner prescribed by the Committee and shall take effect upon the entry of the Participant into the Plan. The investment election of the Participant shall remain in effect until a new election is made by the Participant. In the event the Participant fails for any reason to make an effective election of the investment return to be credited to the account, the investment return shall be determined by the Committee.

8.3 Adjustments to Deferred Compensation Account. With respect to each Participant who has a Deferred Compensation Account under the Plan, the amount credited to such account shall be adjusted by the following debits and credits, at the times and in the order stated:

8.3.1 The Deferred Compensation Account shall be debited each business day with the total amount of any payments made from such account since the last preceding business day. Unless otherwise specified by the Employer, each deemed investment fund will be debited pro-rata based on the value of the investment funds as of the end of the preceding business day.

8.3.2 The Deferred Compensation Account shall be credited on each Crediting Date with the total amount of any Participant Deferral Credits and Employer Credits to such account since the last preceding Crediting Date.

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8.3.3 The Deferred Compensation Account shall be credited or debited on each day securities are traded on a national stock exchange with the amount of deemed investment gain or loss resulting from the performance of the deemed investment funds elected by the Participant in accordance with Section 8.2. The amount of such deemed investment gain or loss shall be determined by the Committee and such determination shall be final and conclusive upon all concerned.

Section 9. Administration by Committee

9.1 Membership of Committee. If the Committee consists of individuals appointed by the Board, they will serve at the pleasure of the Board. Any member of the Committee may resign, and any successor shall be appointed by the Board.

9.2 General Administration. The Committee shall be responsible for the operation and administration of the Plan and for carrying out its provisions. The Committee shall have the full authority and discretion to make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan and decide or resolve any and all questions, including interpretations of this Plan, as may arise in connection with this Plan. Any such action taken by the Committee shall be final and conclusive on any party. To the extent the Committee has been granted discretionary authority under the Plan, the Committee’s prior exercise of such authority shall not obligate it to exercise its authority in a like fashion thereafter. The Committee shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions and reports furnished by any actuary, accountant, controller, counsel or other person employed or engaged by the Employer with respect to the Plan. The Committee may, from time to time, employ agents and delegate to such agents, including Employees of the Employer, such administrative or other duties as it sees fit.

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9.3 Indemnification. To the extent not covered by insurance, the Employer shall indemnify the Committee, each Employee, officer, director, and agent of the Employer, and all persons formerly serving in such capacities, against any and all liabilities or expenses, including all legal fees relating thereto, arising in connection with the exercise of duties and responsibilities with respect to the Plan, provided however that the Employer shall not indemnify any person for liabilities or expenses due to that person’s own gross negligence or willful misconduct.

Section 10. Contractual Liability, Trust

10.1 Contractual Liability. Unless otherwise elected in the Adoption Agreement, the Company shall be obligated to make all payments hereunder. This obligation shall constitute a contractual liability of the Company to the Participants, and such payments shall be made from the general funds of the Company. The Company shall not be required to establish or maintain any special or separate fund, or otherwise to segregate assets to assure that such payments shall be made, and the Participants shall not have any interest in any particular assets of the Company by reason of its obligations hereunder. To the extent that any person acquires a right to receive payment from the Company under the Plan, such right shall be no greater than the right of an unsecured creditor of the Company.

10.2 Trust. The Employer may establish a trust to assist it in meeting its obligations under the Plan. Any such trust shall conform to the requirements of a grantor trust under Revenue Procedures 92-64 and 92-65 and at all times during the continuance of the trust the principal and income of the trust shall be subject to claims of general creditors of the Employer under federal and state law. The establishment of such a trust would not be intended to cause Participants to realize current income on amounts contributed thereto, and the trust would be so interpreted and administered.

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Section 11. Allocation of Responsibilities

The persons responsible for the Plan and the duties and responsibilities allocated to each are as follows:

11.1 Board.

(i) To amend the Plan;

(ii) To appoint and remove members of the Committee; and

(iii) To terminate the Plan as permitted in Section 14.

11.2 Committee.

(i)To designate Participants;

(ii) To interpret the provisions of the Plan and to determine the rights of the Participants under the Plan, except to the extent otherwise provided in Section 16 relating to claims procedure;

(iii) To administer the Plan in accordance with its terms, except to the extent powers to administer the Plan are specifically delegated to another person or persons as provided in the Plan;

(iv) To account for the amount credited to the Deferred Compensation Account of a Participant;

(v) To direct the Employer in the payment of benefits;

(vi) To file such reports as may be required with the United States Department of Labor, the Internal Revenue Service and any other government agency to which reports may be required to be submitted from time to time; and

(vii) To administer the claims procedure to the extent provided in Section 16.

Section 12. Benefits Not Assignable; Facility of Payments

12.1 Benefits Not Assignable. No portion of any benefit credited or paid under the Plan with respect to any Participant shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall be void, nor shall any portion of such benefit be in any manner payable to any assignee, receiver or any one trustee.

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12.2 Plan-Approved Domestic Relations Orders. The Committee shall establish procedures for determining whether an order directed to the Plan is a Plan- Approved Domestic Relations Order. If the Committee determines that an order is a Plan- Approved Domestic Relations Order, the Committee shall cause the payment of amounts pursuant to or segregate a separate account as provided by (and to prevent any payment or act which might be inconsistent with) the Plan-Approved Domestic Relations Order notwithstanding Section 12.1.

12.3 Payments to Minors and Others. If any individual entitled to receive a payment under the Plan shall be physically, mentally or legally incapable of receiving or acknowledging receipt of such payment, the Committee, upon the receipt of satisfactory evidence of incapacity and satisfactory evidence that another person or institution is maintaining custody of that person and that no guardian or committee has been appointed, may cause any payment otherwise payable to that person to be made to such person or institution so maintaining custody. Payment to such person or institution shall be in full satisfaction of all claims by or through the Participant to the extent of the amount thereof.

Section 13. Beneficiary

The Participant’s Beneficiary shall be the person, persons, entity or entities designated by the Participant on the Beneficiary designation form provided by and filed with the Committee or its designee. If the Participant does not designate a Beneficiary, the Beneficiary shall be the Surviving Spouse. If the Participant does not designate a Beneficiary and has no Surviving Spouse, the Beneficiary shall be the Participant’s estate. The designation of a Beneficiary may be changed or revoked only by filing a new Beneficiary designation form with the Committee or

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its designee. If a Beneficiary (the “primary Beneficiary”) is receiving or is entitled to receive payments under the Plan and dies before receiving all of the payments due, the balance to which the Beneficiary is entitled shall be paid to the contingent Beneficiary, if any, named in the Participant’s current Beneficiary designation form. If there is no contingent Beneficiary, the balance shall be paid to the estate of the primary Beneficiary. Any Beneficiary may disclaim all or any part of any benefit to which such Beneficiary shall be entitled hereunder by filing a written disclaimer with the Committee before payment of such benefit is to be made. Such a disclaimer shall be made in a form satisfactory to the Committee and shall be irrevocable when filed. Any benefit disclaimed shall be payable from the Plan in the same manner as if the Beneficiary who filed the disclaimer had predeceased the Participant.

Section 14. Amendment and Termination of Plan

The Employer may amend any provision of the Plan or terminate the Plan at any time; provided, that in no event shall such amendment or termination reduce the balance in any Participant’s Deferred Compensation Account, including reduction in vesting percentage, as of the date of such amendment or termination, nor shall any such amendment materially adversely affect the Participant relating to the payment of such Deferred Compensation Account. Notwithstanding the foregoing, the following special provisions shall apply:

14.1 Termination and liquidation of the Plan in the Discretion of the Employer. The Employer in its discretion may terminate the Plan and distribute vested benefits in a single lump sum to Participants subject to the following requirements and any others specified under Section 409A of the Code:

14.1.1 All arrangements sponsored by the Employer that would be aggregated with the Plan under Section 1.409A-l(c) of the Treasury Regulations are terminated.

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14.1.2 No payments other than payments that would be payable under the terms of the Plan if the termination had not occurred are made within 12 months of the termination date.

14.1.3 All benefits under the Plan are paid within 24 months of the termination date.

14.1.4 The Employer does not adopt a new arrangement that would be aggregated with the Plan under Section 1.409A-1(c) of the Treasury Regulations providing for the deferral of compensation at any time within 3 years following the date of termination of the Plan.

14.1.5 The termination does not occur proximate to a downturn in the financial health of the Employer.

Distribution of benefits shall occur in the same tax year for all Participants.

14.2 Termination and liquidation of the Plan Upon Change in Control Event. If the Employer terminates the Plan within thirty days preceding or twelve months following a Change in Control Event, the vested Deferred Compensation Account of each Participant shall become payable to the Participant in a lump sum within twelve months following the date of termination, subject to the requirements of Section 409A of the Code. Distribution of benefits shall occur in the same tax year for all Participants.

14.3 Termination and liquidation of the Plan upon Corporate Dissolution. The Plan may be terminated within 12 months of a corporate dissolution taxed under Section 331, or with the approval of a bankruptcy court provided the amounts deferred under the plan are included in the Participant’s gross income as required under Section 409A of the Code.

Section 15. Communication to Participants

The Employer shall make a copy of the Plan available for inspection by Participants and Beneficiaries during reasonable hours at the principal office of the Employer.

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Section 16. Claims Procedure

The following claims procedure shall apply with respect to the Plan:

16.1 Filing of a Claim for Benefits. If a Participant or Beneficiary (the “claimant”) believes there is an entitlement to benefits by the claimant under the Plan which is not being paid or which is not being accrued for the claimant’s benefit, the claimant shall file a written claim therefore with the Committee.

16.2 Notification to Claimant of Decision. Within 90 days after receipt of a claim by the Committee (or within 180 days if special circumstances require an extension of time), the Committee shall notify the claimant of the decision with regard to the claim. In the event of such special circumstances requiring an extension of time, there shall be furnished to the claimant prior to expiration of the initial 90-day period written notice of the extension, which notice shall set forth the special circumstances and the date by which the decision shall be furnished. If such claim shall be wholly or partially denied, notice thereof shall be in writing and worded in a manner calculated to be understood by the claimant, and shall set forth: (i) the specific reason or reasons for the denial; (ii) specific reference to pertinent provisions of the Plan on which the denial is based; (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (iv) an explanation of the procedure for review of the denial and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under ERISA following an adverse benefit determination on review.

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16.3 Procedure for Review. Within 60 days following receipt by the claimant of notice of denying a claim, in whole or in part, or, if such notice shall not be given, within 60 days following the latest date on which such notice could have been timely given, the claimant may appeal denial of the claim by filing a written application for review with the Committee. Following such request for review, the Committee shall fully and fairly review the decision denying the claim. Prior to the decision of the Committee, the claimant shall be given an opportunity to review pertinent documents and to submit issues and comments in writing.

16.4 Decision on Review. The decision on review of a claim denied in whole or in part by the Committee shall be made in the following manner:

16.4.1 Within 60 days following receipt by the Committee of the request for review (or within 120 days if special circumstances require an extension of time), the Committee shall notify the claimant in writing of its decision with regard to the claim. In the event of such special circumstances requiring an extension of time, written notice of the extension shall be furnished to the claimant prior to the commencement of the extension.

16.4.2 With respect to a claim that is denied in whole or in part, the decision on review shall set forth specific reasons for the decision, shall be written in a manner calculated to be understood by the claimant, and shall set forth:

(i) the specific reason or reasons for the adverse determination;

(ii) specific reference to pertinent Plan provisions on which the adverse determination is based;

(iii) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits; and

(iv) a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain the information about such procedures, as well as a statement of the claimant’s right to bring an action under ERISA section 502(a).

16.4.3 The decision of the Committee shall be final and conclusive.

16.5 Action by Authorized Representative of Claimant. All actions set forth in this Section 16 to be taken by the claimant may likewise be taken by a representative of the claimant duly authorized by the claimant to act on the claimant’s behalf on such matters. The Committee may require such evidence of the authority to act of any such representative as it may reasonably deem necessary or advisable.

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16.6 Disability Claims. Notwithstanding any provision of the Plan to the contrary, if a claim for benefits is based on Disability, the following claims procedures shall apply: The Committee shall maintain a procedure under which any Participant or Beneficiary can file a claim for benefits under this Plan based on Disability.

16.6.1 After receiving a claim for benefits, the Committee will notify the Participant or Beneficiary of its claim determination within 45 days of the receipt of the claim. This period may be extended by 30 days if an extension is necessary to process the claim due to matters beyond the control of the Committee. A written notice of the extension, the reason for the extension and when the Committee expects to decide the claim, will be furnished to the Participant or Beneficiary within the initial 45-day period. This period may be extended for an additional 30 days beyond the original extension. A written notice of the additional extension, the reason for the additional extension and when the Committee expects to decide the claim, will be furnished to the Participant or Beneficiary within the first 30-day extension period if an additional extension of time is needed. However, if a period of time is extended due to a Participant or Beneficiary’s failure to submit information necessary to decide a claim, the period for making the benefit determination by the Committee will be tolled from the date on which the notification of the extension is sent to the Participant or Beneficiary until the date on which the Participant or Beneficiary responds to the request for additional information.

16.6.2 If a claim for benefits is denied, in whole or in part, a Participant or Beneficiary or an authorized representative, will receive a written notice of the denial. The notice will follow the rules of 29 C.F.R. § 2560.503-1(o) for    culturally and linguistically appropriate notices and will be written in a manner calculated to be understood by the Participant or Beneficiary. The notice will include:

(i) the specific reason(s) for the denial,

(ii) references to the specific Plan provisions on which the benefit determination was based,

(iii) a description of any additional material or information necessary to perfect a claim and an explanation of why such information is necessary,

(iv) a description of the Committee’s appeals procedures and applicable time limits, including, to the extent applicable, a statement of the right to bring a civil action under section 502(a) of ERISA following an adverse benefit determination on review,

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(v) a discussion of the decision, including an explanation of the basis for disagreeing with or not following: (i) the views presented by the claimant to the Committee of health care professionals treating the claimant and vocational professionals who evaluated the claimant; (ii) the views of medical or vocational experts whose advice was obtained on behalf of the Committee in connection with a claimant’s adverse benefit determination, without regard to whether the advice was relied upon in making the benefit determination; and (iii) a disability determination regarding the claimant presented by the claimant to the Committee made by the Social Security Administration,

(vi) if the determination is based on medical necessity or experimental treatment or similar exclusion or limit, either an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to the relevant medical circumstances, or a statement that such explanation will be provided free of charge upon request,

(vii) either the specific internal rules, guidelines, protocols, standards or other similar criteria of the Plan relied upon in making the adverse benefit determination, or a statement that such rules, guidelines, protocols, standards, or other similar criteria of the Plan do not exist, and

(viii) a statement that the Participant or Beneficiary is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim for benefits.

16.6.3 If a claim for benefits is denied, a Participant, Beneficiary, or representative, may appeal the denied claim in writing within 180 days of receipt of the written notice of denial. The Participant or Beneficiary may submit any written comments, documents, records and any other information relating to the claim. Upon request, the Participant or Beneficiary will also have access to, and the right to obtain copies of, all documents, records and information relevant to the claim free of charge.

16.6.4 A full review of the information in the claim file and any new information submitted to support the appeal will be conducted. The claim decision will be made by a first review appeals committee appointed by the Employer. This committee will consist of individuals who were not involved in the initial benefit determination, nor will such individuals be subordinate to any person involved in the initial benefit determination. This review will not afford any deference to the initial benefit determination.

16.6.5 If the initial adverse decision was based in whole or in part on a medical judgment, the first review appeals committee will consult with a healthcare professional who has appropriate training and experience in the field of medicine involved in the medical judgment, was not consulted in the initial adverse benefit determination and is not a subordinate of the healthcare professional who was consulted in the initial adverse benefit determination.

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16.6.6 Before an adverse benefit determination on review is issued, the first review appeals committee will provide the Participant or Beneficiary, free of charge, with any new or additional evidence considered, relied upon, or generated by the committee or other person making the benefit determination (or at the direction of the committee or such other person) in connection with the claim. Such evidence will be provided as soon as possible and sufficiently in advance of the date on which the notice of adverse benefit determination on review is required to be provided to give the Participant or Beneficiary a reasonable opportunity to respond prior to that date.

16.6.7 Before the first review appeals committee issues an adverse benefit determination on review based on a new or additional rationale, the committee will provide the Participant or Beneficiary, free of charge, with the rationale. The rationale will be provided as soon as possible and sufficiently in advance of the date on which the notice of adverse benefit determination on review is required to be provided to give the Participant or Beneficiary a reasonable opportunity to respond prior to that date.

16.6.8 The first review appeals committee will make a determination on an appealed claim within 45 days of the receipt of an appeal request. This period may be extended for an additional 45 days if the committee determines that special circumstances require an extension of time. A written notice of the extension, the reason for the extension and the date that the committee expects to render a decision will be furnished to the Participant or Beneficiary within the initial 45-day period. However, if the period of time is extended due to a Participant’s or Beneficiary’s failure to submit information necessary to decide the appeal, the period for making the benefit determination will be tolled from the date on which the notification of the extension is sent until the date on which the Participant or Beneficiary responds to the request for additional information.

16.6.9 If the claim on appeal is denied in whole or in part, a Participant or Beneficiary will receive a written notification of the denial. The notice will follow the rules of 29 C.F.R. § 2560.503-1(o) for culturally and linguistically appropriate notices and will be written in a manner calculated to be understood by the claimant. The notice will include:

(i) the specific reason(s) for the adverse determination,

(ii) references to the specific Plan provisions on which the determination was based,

(iii) a statement regarding the right to receive upon request and free of charge reasonable access to, and copies of, all records, documents and other information relevant to the benefit claim,

(iv) a description of the first review appeals committee’s review procedures and applicable time limits, including a statement of the right to bring a civil action under section 502(a) of ERISA following an adverse benefit determination on review,

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(v) a discussion of the decision, including an explanation of the basis for disagreeing with or not following: (i) the views presented by the claimant to the committee of health care professionals treating the claimant and vocational professionals who evaluated the claimant; (ii) the views of medical or vocational experts whose advice was obtained by or on behalf of the committee in connection with a claimant’s adverse benefit determination, without regard to whether the advice was relied upon in making the benefit determination; and (iii) a disability determination regarding the claimant presented by the claimant to the committee made by the Social Security Administration,

(vi) if the determination is based on medical necessity or experimental treatment or similar exclusion or limit, either an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to the relevant medical circumstances, or a statement that such explanation will be provided free of charge upon request, and

(vii) either the specific internal rules, guidelines, protocols, standards or other similar criteria of the Plan relied upon in making the adverse benefit determination, or a statement that such rules, guidelines, protocols, standards, or other similar criteria of the Plan do not exist.

16.6.10 If the appeal of the benefit claim denial is denied, a Participant, Beneficiary, or representative, may make a second appeal of the denial in writing to the Committee within 180 days of the receipt of the written notice of denial. The Participant or Beneficiary may submit with the second appeal any written comments, documents, records and any other information relating to the claim. Upon request, the Participant or Beneficiary will also have access to, and the right to obtain copies of, all documents, records and information relevant to the claim free of charge.

16.6.11 Upon receipt of the second appeal, a full review of the information in the claim file and any new information submitted to support the appeal will be conducted. The claim decision will be made by a second review appeals committee appointed by the Employer. This committee will consist of individuals who were not involved in the initial benefit determination or the first review appeals committee, nor will such individuals be subordinate to any person involved in the initial benefit or first appeal determination.

16.6.12 If the first appeal was based in whole or in part on a medical judgment, the second appeals review committee will consult with a healthcare professional who has appropriate training and experience in the field of medicine involved in the medical judgment, was not consulted in the initial adverse benefit determination nor in the first appeal and is not a subordinate of the healthcare professional(s) consulted in the initial adverse benefit determination and first appeal.

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16.6.13 Before the second appeals review committee issues a denial of the second claim appeal, the committee will provide the Participant or Beneficiary, free of charge, with any new or additional evidence considered, relied upon, or generated by the committee or other person making the benefit determination (or at the direction of the committee or such other person) in connection with the claim. Such evidence will be provided as soon as possible and sufficiently in advance of the date on which the notice of adverse benefit determination on review is required to be provided to give the Participant or Beneficiary a reasonable opportunity to respond prior to that date.

16.6.14 Before the second review appeals committee issues a denial of the second claim appeal based on a new or additional rationale, the committee will provide the Participant or Beneficiary, free of charge, with the rationale. The rationale will be provided as soon as possible and sufficiently in advance of the date on which the notice of adverse benefit determination on review is required to be provided to give the Participant or Beneficiary a reasonable opportunity to respond prior to that date.

16.6.15 The second appeals review committee will make a determination on the second claim appeal within 45 days of the receipt of the appeal request. This period may be extended for an additional 45 days if the committee determines that special circumstances require an extension of time. A written notice of the extension, the reason for the extension and the date that the committee expects to render a decision will be furnished to the Participant or Beneficiary within the initial 45-day period. However, if the period of time is extended due to the Participant’s or Beneficiary’s failure to submit information necessary to decide the appeal, the period for making the benefit determination will be tolled from the date on which the notification of the extension is sent until the date on which the Participant or Beneficiary responds to the request for additional information.

16.6.16 If the claim on appeal is denied in whole or in part for a second time, the Participant or Beneficiary will receive a written notification of the denial. The notice will follow the rules of 29 C.F.R. § 2560.503-1(o) for culturally and linguistically appropriate notices and will be written in a manner calculated to be understood by the applicant. The notice will include the same information that was included in the first adverse determination letter and will identify the contractual limitations period that applies to the Participant’s or Beneficiary’s right to bring an action under section 502(a) of ERISA including the calendar date on which the contractual limitations period expires for the claim.

16.6.17 A claimant may not commence a judicial proceeding against any person, including the Committee, the Employer, the Board, the first or second appeals review committee(s), or any other person or committee, with respect to a claim for benefits without first exhausting the claims procedures set forth in the preceding paragraphs. No suit or legal action contesting in whole or in part any denial of benefits under the Plan shall be commenced later than the earlier of (i) the first anniversary of (A) the date of the notice of the Committee’s final decision on

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appeal, or (B) if the claimant fails to request any level of administrative review within the timeframe permitted under this Section 16.6, the deadline for requesting the next level of administrative review, and (ii) the last date on which such legal action could be commenced under the applicable statute of limitations under ERISA (including, for this purpose, any applicable state statute of limitations that applies under ERISA to such legal action).

16.6.18 A claimant has the right to request a written explanation of any violation of these claims procedures. The Committee will provide an explanation within 10 days of the request.

Section 17. Miscellaneous Provisions

17.1 Set off. The Employer may at any time offset a Participant’s Deferred Compensation Account by an amount up to $5,000 to collect the amount of any loan, cash advance, extension of other credit or other obligation of the Participant to the Employer that is then due and payable in accordance with the requirements of Section 409A of the Code.

17.2 Notices. Each Participant who is not in Service and each Beneficiary shall be responsible for furnishing the Committee or its designee with the current address, and direct deposit information if desired, for the mailing of notices and benefit payments. Any notice required or permitted to be given to such Participant or Beneficiary shall be deemed given if directed to such address and mailed by regular United States mail, first class, postage prepaid. If any benefit distribution is rejected or returned to the Employer, benefit payments will be suspended until the Participant or Beneficiary furnishes the proper information. This provision shall not be construed as requiring the mailing of any notice or notification otherwise permitted to be given by posting or by other publication.

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17.3 Lost Distributees. A benefit shall be deemed forfeited if the Committee is unable to locate the Participant or Beneficiary to whom payment is due by the fifth anniversary of the date payment is to be made or commence; provided, that the deemed investment rate of return pursuant to Section 8.2 shall cease to be applied to the Participant’s account following the first anniversary of such date; provided further, however, that such benefit shall be reinstated if a valid claim is made by or on behalf of the Participant or Beneficiary for all or part of the forfeited benefit. The Employer and Committee will be responsible for determining whether unclaimed property laws are applicable to forfeited benefits.

17.4 Reliance on Data. The Employer and the Committee shall have the right to rely on any data provided by the Participant or by any Beneficiary. Representations of such data shall be binding upon any party seeking to claim a benefit through a Participant, and the Employer and the Committee shall have no obligation to inquire into the accuracy of any representation made at any time by a Participant or Beneficiary.

17.5 Headings. The headings and subheadings of the Plan have been inserted for convenience of reference and are to be ignored in any construction of the provisions hereof.

17.6 Continuation of Employment. The establishment of the Plan shall not be construed as conferring any legal or other rights upon any Employee or any persons for continuation of employment, nor shall it interfere with the right of the Employer to discharge any Employee without regard to the effect thereof under the Plan.

17.7 Merger or Consolidation; Assumption of Plan. No Employer shall consolidate or merge into or with another corporation or entity, or transfer all or substantially all of its assets to another corporation, partnership, trust or other entity (a “Successor Entity”) unless such Successor Entity shall assume the rights, obligations and liabilities of the Employer under the Plan and upon such assumption, the Successor Entity shall become obligated to perform the terms and conditions of the Plan. Nothing herein shall prohibit the assumption of the obligations and liabilities of the Employer under the Plan by any Successor Entity.

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17.8 Construction. The Employer shall designate in the Adoption Agreement the state or commonwealth according to whose laws the provisions of the Plan shall be construed and enforced, except to the extent that such laws are superseded by ERISA and the applicable requirements of the Code.

17.9 Taxes. The Employer or other payor may withhold a benefit payment under the Plan or a Participant’s wages, or the Employer may reduce a Participant’s Deferred Compensation Account balance, in order to meet any federal, state, or local or employment tax withholding obligations with respect to Plan benefits, as permitted under Section 409A of the Code. The Employer or other payor shall report Plan payments and other Plan-related information to the appropriate governmental agencies as required under applicable laws.

17.10 Administration Fees. Any Plan or Plan related fees related to the administration of the Plan shall be paid by the Employer.                

17.11 Savings Clause. To the extent that any of the provisions of the Plan are found by a court of competent jurisdiction to be illegal, invalid, or unenforceable for any reason, such provision shall be deleted, and the balance of the Plan shall not be affected.

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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 December 29, 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.

February 1, 2023

/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 December 29, 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.

February 1, 2023

/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 December 29, 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.

February 1, 2023

/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 December 29, 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.

February 1, 2023

/s/ Frank S. Pellegrino

Frank S. Pellegrino

Chief Financial Officer, Executive Vice President, Finance and Administration

XML

Cover Page - shares	6 Months Ended
	Dec. 29, 2022	Jan. 27, 2023
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Dec. 29, 2022
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Trading Symbol	JBSS
Entity Registrant Name	SANFILIPPO JOHN B & SON INC
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Entity Central Index Key	0000880117
Current Fiscal Year End Date	--06-29
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock
Entity Address, State or Province	IL
Entity File Number	0-19681
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	36-2419677
Entity Address, Address Line One	1703 North Randall Road
Entity Address, City or Town	Elgin
Entity Address, Postal Zip Code	60123-7820
City Area Code	847
Local Phone Number	289-1800
Document Quarterly Report	true
Document Transition Report	false
Common Stock, Non-Cumulative Voting Rights of One Vote Per Share [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		8,958,426
Class A Common Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		2,597,426

XML

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 29, 2022	Dec. 23, 2021	Dec. 29, 2022	Dec. 23, 2021
Statement of Comprehensive Income [Abstract]
Net sales	$ 274,328	$ 253,207	$ 526,929	$ 479,536
Cost of sales	217,826	200,977	419,784	375,503
Gross profit	56,502	52,230	107,145	104,033
Operating expenses:
Selling expenses	21,830	23,567	39,812	41,312
Administrative expenses	10,208	10,401	20,455	19,470
Gain on sale of facility, net	0	0	0	(2,349)
Total operating expenses	32,038	33,968	60,267	58,433
Income from operations	24,464	18,262	46,878	45,600
Other expense:
Interest expense including $189, $203, $382 and $392 to related parties	615	420	1,276	791
Rental and miscellaneous expense, net	311	323	713	671
Pension expense (excluding service costs)	348	619	697	1,237
Total other expense, net	1,274	1,362	2,686	2,699
Income before income taxes	23,190	16,900	44,192	42,901
Income tax expense	6,283	3,653	11,740	10,405
Net income	16,907	13,247	32,452	32,496
Other comprehensive income:
Amortization of actuarial loss included in net periodic pension cost	7	364	14	728
Income tax expense related to pension adjustments	(2)	(95)	(3)	(190)
Other comprehensive income , net of tax	5	269	11	538
Comprehensive income	$ 16,912	$ 13,516	$ 32,463	$ 33,034
Net income per common share — basic	$ 1.46	$ 1.15	$ 2.81	$ 2.82
Net income per common share — diluted	$ 1.45	$ 1.14	$ 2.79	$ 2.81

XML

Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 29, 2022	Dec. 23, 2021	Dec. 29, 2022	Dec. 23, 2021
Statement of Comprehensive Income [Abstract]
Interest expense to related parties	$ 189	$ 203	$ 382	$ 392

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Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 29, 2022	Jun. 30, 2022	Dec. 23, 2021
CURRENT ASSETS:
Cash	$ 620	$ 415	$ 1,027
Accounts receivable, less allowance for doubtful accounts of $318, $267 and $358	72,433	69,611	65,032
Inventories	173,075	204,855	178,741
Prepaid expenses and other current assets	11,693	8,283	12,764
TOTAL CURRENT ASSETS	257,821	283,164	257,564
PROPERTY, PLANT AND EQUIPMENT:
Land	9,150	9,150	9,150
Buildings	102,840	102,810	102,801
Machinery and equipment	254,013	245,111	228,418
Furniture and leasehold improvements	5,312	5,296	5,296
Vehicles	614	614	614
Construction in progress	9,877	6,471	17,254
Property, plant and equipment gross	381,806	369,452	363,533
Less: Accumulated depreciation	259,597	252,371	245,607
Property, plant and equipment net	122,209	117,081	117,926
Rental investment property, less accumulated depreciation of $14,036 $13,632 and $13,229	15,087	15,491	15,894
TOTAL PROPERTY, PLANT AND EQUIPMENT	137,296	132,572	133,820
OTHER LONG TERM ASSETS:
Intangible assets, net	7,561	8,065	8,953
Life insurance and other assets	6,021	8,272	9,579
Deferred income taxes	2,608	3,236	4,304
Goodwill	12,030	9,650	9,650
Operating lease right-of-use assets	2,593	2,303	2,852
TOTAL ASSETS	425,930	447,262	426,722
CURRENT LIABILITIES:
Revolving credit facility borrowings	22,805	40,439	35,885
Current maturities of long-term debt, net, including related party debt of $642, $614 and $586	1,497	3,149	3,909
Accounts payable	49,342	47,720	63,452
Bank overdraft	1,970	214	1,668
Accrued payroll and related benefits	14,953	18,888	12,832
Other accrued expenses	13,495	12,352	13,080
TOTAL CURRENT LIABILITIES	104,062	122,762	130,826
LONG-TERM LIABILITIES:
Long-term debt, less current maturities, net, including related party debt of $7,446, $7,774 and $8,088	7,446	7,774	8,943
Retirement plan	29,132	28,886	35,596
Long-term operating lease liabilities, net of current portion	1,472	1,076	1,504
Other	8,155	7,943	8,050
TOTAL LONG-TERM LIABILITIES	46,205	45,679	54,093
TOTAL LIABILITIES	150,267	168,441	184,919
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Capital in excess of par value	130,731	128,800	127,080
Retained earnings	148,488	153,589	124,298
Accumulated other comprehensive loss	(2,469)	(2,480)	(8,487)
Treasury stock, at cost; 117,900 shares of Common Stock	(1,204)	(1,204)	(1,204)
TOTAL STOCKHOLDERS' EQUITY	275,663	278,821	241,803
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	425,930	447,262	426,722
Class A Common Stock [Member]
STOCKHOLDERS' EQUITY:
Common Stock	26	26	26
Common Stock, Non-Cumulative Voting Rights of One Vote Per Share [Member]
STOCKHOLDERS' EQUITY:
Common Stock	$ 91	$ 90	$ 90

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Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 29, 2022	Jun. 30, 2022	Dec. 23, 2021
Allowance for doubtful accounts for accounts receivable, current	$ 318	$ 267	$ 358
Accumulated depreciation of rental investment property	14,036	13,632	13,229
Current maturities of long-term debt, related party debt	642	614	586
Related party debt, Non-current	$ 7,446	$ 7,774	$ 8,088
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	9,072,068	9,047,359	9,044,960

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Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Capital in Excess of Par Value [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Loss [Member]	Treasury Stock [Member]	Class A Common Stock [Member]	Common Stock, Non-Cumulative Voting Rights of One Vote Per Share [Member]
Balance at Jun. 24, 2021	$ 242,494	$ 126,271	$ 126,336	$ (9,025)	$ (1,204)	$ 26	$ 90
Balance, Shares at Jun. 24, 2021						2,597,426	8,988,812
Net income	19,249		19,249
Cash dividends	(34,534)		(34,534)
Pension liability amortization, net of income tax expense	269			269
Equity award exercises , net of shares withheld for employee taxes	(16)	(16)					$ 0
Equity award exercises , net of shares withheld for employee taxes, shares							1,168
Stock-based compensation expense	703	703
Balance at Sep. 23, 2021	228,165	126,958	111,051	(8,756)	(1,204)	$ 26	$ 90
Balance, Shares at Sep. 23, 2021						2,597,426	8,989,980
Balance at Jun. 24, 2021	242,494	126,271	126,336	(9,025)	(1,204)	$ 26	$ 90
Balance, Shares at Jun. 24, 2021						2,597,426	8,988,812
Net income	32,496
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
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
Balance at Jun. 30, 2022	278,821	128,800	153,589	(2,480)	(1,204)	$ 26	$ 90
Balance, Shares at Jun. 30, 2022						2,597,426	9,047,359
Net income	15,545		15,545
Cash dividends	(25,981)		(25,981)
Pension liability amortization, net of income tax expense	6			6
Stock-based compensation expense	772	772
Balance at Sep. 29, 2022	269,163	129,572	143,153	(2,474)	(1,204)	$ 26	$ 90
Balance, Shares at Sep. 29, 2022						2,597,426	9,047,359
Balance at Jun. 30, 2022	278,821	128,800	153,589	(2,480)	(1,204)	$ 26	$ 90
Balance, Shares at Jun. 30, 2022						2,597,426	9,047,359
Net income	32,452
Balance at Dec. 29, 2022	275,663	130,731	148,488	(2,469)	(1,204)	$ 26	$ 91
Balance, Shares at Dec. 29, 2022						2,597,426	9,072,068
Balance at Sep. 29, 2022	269,163	129,572	143,153	(2,474)	(1,204)	$ 26	$ 90
Balance, Shares at Sep. 29, 2022						2,597,426	9,047,359
Net income	16,907		16,907
Cash dividends	(11,572)		(11,572)
Pension liability amortization, net of income tax expense	5			5
Equity award exercises , net of shares withheld for employee taxes	(355)	(356)					$ 1
Equity award exercises , net of shares withheld for employee taxes, shares							24,709
Stock-based compensation expense	1,515	1,515
Balance at Dec. 29, 2022	$ 275,663	$ 130,731	$ 148,488	$ (2,469)	$ (1,204)	$ 26	$ 91
Balance, Shares at Dec. 29, 2022						2,597,426	9,072,068

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

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Dec. 29, 2022	Dec. 23, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 32,452	$ 32,496
Depreciation and amortization	10,099	9,143
Loss (gain) on disposition of assets, net	19	(1,765)
Deferred income tax expense	628	1,783
Stock-based compensation expense	2,287	1,771
Change in assets and liabilities:
Accounts receivable, net	(2,822)	1,302
Inventories	32,020	(30,743)
Prepaid expenses and other current assets	(1,885)	(3,429)
Accounts payable	1,492	16,244
Accrued expenses	(1,794)	(8,971)
Income taxes payable	(2,523)	(3,606)
Other long-term assets and liabilities	721	379
Other, net	258	1,216
Net cash provided by operating activities	70,952	15,820
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	(11,420)	(9,485)
Acquisition of Just the Cheese brand	(3,500)	0
Proceeds from dispositions of assets, net	0	3,950
Other, net	(56)	(354)
Net cash used in investing activities	(14,976)	(5,889)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net short-term (repayments) borrowings	(17,634)	27,232
Principal payments on long-term debt	(1,984)	(1,887)
Increase in bank overdraft	1,756	575
Dividends paid	(37,553)	(34,534)
Taxes paid related to net share settlement of equity awards	(356)	(962)
Net cash used in financing activities	(55,771)	(9,576)
NET INCREASE IN CASH	205	355
Cash, beginning of period	415	672
Cash, end of period	$ 620	$ 1,027

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Basis of Presentation and Description of Business

6 Months Ended

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

• References herein to the second quarter of fiscal 2023 and fiscal 2022 are to the quarters ended December 29, 2022 and December 23, 2021, respectively.

• References herein to the first half or first twenty-six weeks of fiscal 2023 and fiscal 2022 are to the twenty-six weeks ended December 29, 2022 and December 23, 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 and Southern Style Nuts brand names and under a variety of private brands. We also market and distribute, and in most cases, manufacture or process, a diverse product line of food and snack products, including peanut butter, almond butter, cashew butter, candy and confections, snack and trail mixes, snack bites, sunflower kernels, dried fruit, corn snacks, chickpea snacks, sesame sticks and other sesame snack products under our brand names and under private brands. In addition, with our acquisition of the Just the Cheese brand, we will now be able to expand our product offerings to include baked cheese snack products on a branded and private label basis. Our products are sold through three primary distribution channels, including food retailers in the consumer channel, commercial ingredient users and contract packaging customers.

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

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

XML

Acquisition of Just the Cheese Brand

6 Months Ended

Dec. 29, 2022

Business Acquisition [Line Items]

Acquisition of Just the Cheese Brand

Note 2 – Acquisition of Just the Cheese Brand

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

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

Inventories	$	240
Fixed assets		500
Identifiable intangible assets:
Customer relationships		270
Brand names		80
Non-compete agreement		30
Goodwill		2,380
Total purchase price	$	3,500

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

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

The purchase price allocation, specifically amounts allocated to goodwill and fixed assets, are based on preliminary valuations and are subject to adjustments to reflect the final valuations.

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

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

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Revenue Recognition

6 Months Ended

Dec. 29, 2022

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Note 3 – Revenue Recognition

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

When Performance Obligations Are Satisfied

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

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

Revenue recognition is generally completed at a point in time when product control is transferred to the customer. For virtually all of our revenues, control transfers to the customer when the product is shipped or delivered to the customer based upon applicable shipping terms, 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. There was no contract asset balance for any periods presented. The Company generally does not have material deferred revenue or contract liability balances arising from transactions with customers.

Disaggregation of Revenue

Revenue disaggregated by sales channel is as follows:

	For the Quarter Ended				For the Twenty-Six Weeks Ended
Distribution Channel	December 29, 2022		December 23, 2021		December 29, 2022		December 23, 2021
Consumer	$	224,513	$	203,479	$	421,060	$	383,240
Commercial Ingredients		28,419		27,756		59,926		55,912
Contract Packaging		21,396		21,972		45,943		40,384
Total	$	274,328	$	253,207	$	526,929	$	479,536

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Leases

6 Months Ended

Dec. 29, 2022

Leases [Abstract]

Leases

Note 4 – Leases

Description of Leases

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

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

Lease expense for operating lease payments is recognized on a straight-line basis over the respective lease term. Our leases have remaining terms of up to 5.2 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 Sheets. We have also made the policy election to not separate lease and non-lease components for all leases.

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

	December 29, 2022		June 30, 2022		December 23, 2021		Affected Line Item in Consolidated Balance Sheet
Assets
Operating lease right-of-use assets	$	2,593	$	2,303	$	2,852		Operating lease right-of-use assets
Total lease right-of-use assets	$	2,593	$	2,303	$	2,852
Liabilities
Current:
Operating leases	$	1,166	$	1,258	$	1,392		Other accrued expenses
Noncurrent:
Operating leases		1,472		1,076		1,504		Long-term operating lease liabilities
Total lease liabilities	$	2,638	$	2,334	$	2,896

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

 

	For the Quarter Ended				For the Twenty-Six Weeks Ended
	December 29, 2022		December 23, 2021		December 29, 2022		December 23, 2021
Operating lease costs (a)	$	541	$	470	$	1,015	$	914
Variable lease costs (b)		58		19		115		36
Total lease cost	$	599	$	489	$	1,130	$	950

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

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

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

 

	For the Twenty-Six Weeks Ended
	December 29, 2022		December 23, 2021
Operating cash flows information:
Cash paid for amounts included in measurements for lease liabilities	$	807	$	794
Non-cash activity:
Right-of-use assets obtained in exchange for new operating lease obligations	$	1,049	$	89

	December 29, 2022			June 30, 2022			December 23, 2021
Weighted average remaining lease term (in years)		3.0			2.3			2.5
Weighted average discount rate		5.2	%		4.3	%		4.2	%

Maturities of operating lease liabilities as of December 29, 2022 are as follows:

 

Fiscal Year Ending
June 29, 2023 (excluding the twenty-six weeks ended December 29, 2022)	$	738
June 27, 2024		936
June 26, 2025		560
June 25, 2026		372
June 24, 2027		192
June 29, 2028		65
Thereafter		—
Total lease payment		2,863
Less imputed interest		(225	)
Present value of operating lease liabilities	$	2,638

At December 29, 2022, the Company had no material operating leases that had not yet commenced.

Lessor Accounting

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

Leasing revenue is as follows:

	For the Quarter Ended				For the Twenty-Six Weeks Ended
	December 29, 2022		December 23, 2021		December 29, 2022		December 23, 2021
Lease income related to lease payments	$	403	$	408	$	805	$	818

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

Fiscal Year Ending
June 29, 2023 (excluding the twenty-six weeks ended December 29, 2022)	$	927
June 27, 2024		1,869
June 26, 2025		1,282
June 25, 2026		697
June 24, 2027		614
June 29, 2028		—
	$	5,389

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Inventories

6 Months Ended

Dec. 29, 2022

Inventory Disclosure [Abstract]

Inventories

Note 5 – Inventories

Inventories consist of the following:

	December 29, 2022		June 30, 2022			December 23, 2021
Raw material and supplies	$	75,002	$	77,558	$	71,960
Work-in-process and finished goods		98,073		127,297		106,781
Total	$	173,075	$	204,855	$	178,741

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Goodwill and Intangible Assets

6 Months Ended

Dec. 29, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Note 6 – Goodwill and Intangible Assets

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

	December 29, 2022			June 30, 2022			December 23, 2021
Customer relationships	$	21,370		$	21,100		$	21,100
Brand names		17,070			16,990			16,990
Non-compete agreement		300			270			270
		38,740			38,360			38,360
Less accumulated amortization:
Customer relationships		(19,311	)		(18,795	)		(18,279	)
Brand names		(11,598	)		(11,252	)		(10,908	)
Non-compete agreement		(270	)		(248	)		(220	)
		(31,179	)		(30,295	)		(29,407	)
Net intangible assets	$	7,561		$	8,065		$	8,953

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

Total amortization expense related to intangible assets, which is classified in administrative expense in the Consolidated Statement of Comprehensive Income, was $440 and $884 for the quarter and twenty-six weeks ended December 29, 2022, respectively. Amortization expense for the remainder of fiscal 2023 is expected to be approximately $913 and expected amortization expense the next five fiscal years is as follows:

Fiscal Year Ending
June 27, 2024	$	1,561
June 26, 2025		1,222
June 25, 2026		874
June 24, 2027		705
June 29, 2028		521

The intangibles related to the Just the Cheese brand acquisition, which are reflected in the above table, and the expected amortization expense are based on the preliminary valuation report with respect to such intangible assets. Any necessary adjustments will be made in the third quarter of fiscal 2023 based on the final valuation report.

Our net goodwill at December 29, 2022 was comprised of $9,650 that relates to the Squirrel Brand acquisition completed in the second quarter of fiscal 2018 and $2,380 that relates to the Just the Cheese brand acquisition completed in the second quarter of fiscal 2023. The changes in the carrying amount of goodwill since June 25, 2021 are as follows:

Gross goodwill balance at June 25, 2021	$	18,416
Accumulated impairment losses		(8,766	)
Net balance at June 25, 2021		9,650
Goodwill acquired during the period		2,380
Net balance at December 29, 2022	$	12,030

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Credit Facility

6 Months Ended

Dec. 29, 2022

Debt Disclosure [Abstract]

Credit Facility

Note 7 – Credit Facility

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

At December 29, 2022, we had $90,505 of available credit under the Credit Facility which reflects borrowings of $22,805 and reduced availability as a result of $4,190 in outstanding letters of credit. As of December 29, 2022, we were in compliance with all financial covenants under the Credit Facility and Mortgage Facility.

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Earnings Per Common Share

6 Months Ended

Dec. 29, 2022

Earnings Per Share [Abstract]

Earnings Per Common Share

Note 8 – Earnings Per Common Share

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

	For the Quarter Ended				For the Twenty-Six Weeks Ended
	December 29, 2022		December 23, 2021		December 29, 2022		December 23, 2021
Weighted average number of shares outstanding – basic		11,567,068		11,531,844		11,560,250		11,525,730
Effect of dilutive securities:
Restricted stock units		57,594		44,812		60,637		56,912
Weighted average number of shares outstanding – diluted		11,624,662		11,576,656		11,620,887		11,582,642

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

6 Months Ended

Dec. 29, 2022

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

Stock-Based Compensation Plans

Note 9 – Stock-Based Compensation Plans

During the second quarter of fiscal 2023, there were 64,116 restricted stock units (“RSUs”) awarded to employees and non-employee members of the Board of Directors. The vesting period is generally three years for awards to employees and one year for awards to non-employee directors.

The following is a summary of RSU activity for the first half of fiscal 2023:

Restricted Stock Units	Shares			Weighted Average Grant Date Fair Value
Outstanding at June 30, 2022		142,239		$	70.42
Granted		64,116			74.09
Vested (a)		(29,349	)		89.36
Forfeited		(2,020	)		72.82
Outstanding at December 29, 2022		174,986		$	68.56

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

At December 29, 2022, there were 27,727 RSUs outstanding that were vested but deferred.

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

 

	For the Quarter Ended				For the Twenty-Six Weeks Ended
	December 29, 2022		December 23, 2021		December 29, 2022		December 23, 2021
Stock-based compensation expense	$	1,515	$	1,068	$	2,287	$	1,771

As of December 29, 2022, there was $6,532 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 1.7 years.

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Retirement Plan

6 Months Ended

Dec. 29, 2022

Retirement Benefits [Abstract]

Retirement Plan

Note 10 – Retirement Plan

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

 

	For the Quarter Ended				For the Twenty-Six Weeks Ended
	December 29, 2022		December 23, 2021		December 29, 2022		December 23, 2021
Service cost	$	201	$	247	$	401	$	495
Interest cost		341		255		683		509
Amortization of loss		7		364		14		728
Net periodic benefit cost	$	549	$	866	$	1,098	$	1,732

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

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Accumulated Other Comprehensive Loss

6 Months Ended

Dec. 29, 2022

Accumulated Other Comprehensive Loss [Abstract]

Accumulated Other Comprehensive Loss

Note 11 – Accumulated Other Comprehensive Loss

The table below sets forth the changes to accumulated other comprehensive loss (“AOCL”) for the twenty-six weeks ended December 29, 2022 and December 23, 2021. These changes are all related to our defined benefit pension plan.

 

Changes to AOCL (a)	For the Twenty-Six Weeks Ended
	December 29, 2022			December 23, 2021
Balance at beginning of period	$	(2,480	)	$	(9,025	)
Other comprehensive income before reclassifications		—			—
Amounts reclassified from accumulated other comprehensive loss		14			728
Tax effect		(3	)		(190	)
Net current-period other comprehensive income		11			538
Balance at end of period	$	(2,469	)	$	(8,487	)

(a) Amounts in parenthesis indicate debits/expense.

The reclassifications out of AOCL for the quarter and twenty-six weeks ended December 29, 2022 and December 23, 2021 were as follows:

													Affected Line Item in the Consolidated Statements of Comprehensive Income
Reclassifications from AOCL to Earnings (b)	For the Quarter Ended						For the Twenty-Six Weeks Ended
	December 29, 2022			December 23, 2021			December 29, 2022			December 23, 2021
Amortization of defined benefit pension items:
Unrecognized net loss		(7	)		(364	)		(14	)		(728	)	Pension expense (excluding service costs)
Tax effect		2			95			3			190		Income tax expense
Amortization of defined pension items, net of tax	$	(5	)	$	(269	)	$	(11	)	$	(538	)

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

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Commitments and Contingent Liabilities

6 Months Ended

Dec. 29, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingent Liabilities

Note 12 – Commitments and Contingent Liabilities

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

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Fair Value of Financial Instruments

6 Months Ended

Dec. 29, 2022

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Note 13 – Fair Value of Financial Instruments

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

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

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

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

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

	December 29, 2022		June 30, 2022		December 23, 2021
Carrying value of current and long-term debt:	$	8,944	$	10,927	$	12,862
Fair value of current and long-term debt:		8,118		11,179		14,282

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

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Garysburg, North Carolina Facility

6 Months Ended

Dec. 29, 2022

Sale of Facility [Abstract]

Garysburg, North Carolina Facility

Note 14 – Garysburg, North Carolina Facility

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

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Recent Accounting Pronouncements

6 Months Ended

Dec. 29, 2022

Accounting Changes and Error Corrections [Abstract]

Recent Accounting Pronouncements

Note 15 – Recent Accounting Pronouncements

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

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

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Acquisition of Just the Cheese Brand (Tables)

6 Months Ended

Dec. 29, 2022

Just the Cheese Brand [Member]

Business Acquisition [Line Items]

Summary of Fair Value of Assets Acquired

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

Inventories	$	240
Fixed assets		500
Identifiable intangible assets:
Customer relationships		270
Brand names		80
Non-compete agreement		30
Goodwill		2,380
Total purchase price	$	3,500

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Revenue Recognition (Tables)

6 Months Ended

Dec. 29, 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 Twenty-Six Weeks Ended
Distribution Channel	December 29, 2022		December 23, 2021		December 29, 2022		December 23, 2021
Consumer	$	224,513	$	203,479	$	421,060	$	383,240
Commercial Ingredients		28,419		27,756		59,926		55,912
Contract Packaging		21,396		21,972		45,943		40,384
Total	$	274,328	$	253,207	$	526,929	$	479,536

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Leases (Tables)

6 Months Ended

Dec. 29, 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:

	December 29, 2022		June 30, 2022		December 23, 2021		Affected Line Item in Consolidated Balance Sheet
Assets
Operating lease right-of-use assets	$	2,593	$	2,303	$	2,852		Operating lease right-of-use assets
Total lease right-of-use assets	$	2,593	$	2,303	$	2,852
Liabilities
Current:
Operating leases	$	1,166	$	1,258	$	1,392		Other accrued expenses
Noncurrent:
Operating leases		1,472		1,076		1,504		Long-term operating lease liabilities
Total lease liabilities	$	2,638	$	2,334	$	2,896

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 Twenty-Six Weeks Ended
	December 29, 2022		December 23, 2021		December 29, 2022		December 23, 2021
Operating lease costs (a)	$	541	$	470	$	1,015	$	914
Variable lease costs (b)		58		19		115		36
Total lease cost	$	599	$	489	$	1,130	$	950

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

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

Summary of Supplemental cash flow and other information related to leases

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

 

	For the Twenty-Six Weeks Ended
	December 29, 2022		December 23, 2021
Operating cash flows information:
Cash paid for amounts included in measurements for lease liabilities	$	807	$	794
Non-cash activity:
Right-of-use assets obtained in exchange for new operating lease obligations	$	1,049	$	89

Summary of other information

	December 29, 2022			June 30, 2022			December 23, 2021
Weighted average remaining lease term (in years)		3.0			2.3			2.5
Weighted average discount rate		5.2	%		4.3	%		4.2	%

Summary of maturities of operating lease liabilities

Maturities of operating lease liabilities as of December 29, 2022 are as follows:

 

Fiscal Year Ending
June 29, 2023 (excluding the twenty-six weeks ended December 29, 2022)	$	738
June 27, 2024		936
June 26, 2025		560
June 25, 2026		372
June 24, 2027		192
June 29, 2028		65
Thereafter		—
Total lease payment		2,863
Less imputed interest		(225	)
Present value of operating lease liabilities	$	2,638

Summary of operating lease revenue

Leasing revenue is as follows:

	For the Quarter Ended				For the Twenty-Six Weeks Ended
	December 29, 2022		December 23, 2021		December 29, 2022		December 23, 2021
Lease income related to lease payments	$	403	$	408	$	805	$	818

Undiscounted fixed lease consideration under non-cancelable tenant operating leases

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

Fiscal Year Ending
June 29, 2023 (excluding the twenty-six weeks ended December 29, 2022)	$	927
June 27, 2024		1,869
June 26, 2025		1,282
June 25, 2026		697
June 24, 2027		614
June 29, 2028		—
	$	5,389

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Inventories (Tables)

6 Months Ended

Dec. 29, 2022

Inventory Disclosure [Abstract]

Components of Inventories

Inventories consist of the following:

	December 29, 2022		June 30, 2022			December 23, 2021
Raw material and supplies	$	75,002	$	77,558	$	71,960
Work-in-process and finished goods		98,073		127,297		106,781
Total	$	173,075	$	204,855	$	178,741

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Goodwill and Intangible Assets (Tables)

6 Months Ended

Dec. 29, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Components of Identifiable Intangible Assets

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

	December 29, 2022			June 30, 2022			December 23, 2021
Customer relationships	$	21,370		$	21,100		$	21,100
Brand names		17,070			16,990			16,990
Non-compete agreement		300			270			270
		38,740			38,360			38,360
Less accumulated amortization:
Customer relationships		(19,311	)		(18,795	)		(18,279	)
Brand names		(11,598	)		(11,252	)		(10,908	)
Non-compete agreement		(270	)		(248	)		(220	)
		(31,179	)		(30,295	)		(29,407	)
Net intangible assets	$	7,561		$	8,065		$	8,953

Summary of Expected Amortization Expense

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

Fiscal Year Ending
June 27, 2024	$	1,561
June 26, 2025		1,222
June 25, 2026		874
June 24, 2027		705
June 29, 2028		521

Summary of Changes in Carrying Amount of Goodwill

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

Gross goodwill balance at June 25, 2021	$	18,416
Accumulated impairment losses		(8,766	)
Net balance at June 25, 2021		9,650
Goodwill acquired during the period		2,380
Net balance at December 29, 2022	$	12,030

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Earnings Per Common Share (Tables)

6 Months Ended

Dec. 29, 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 Twenty-Six Weeks Ended
	December 29, 2022		December 23, 2021		December 29, 2022		December 23, 2021
Weighted average number of shares outstanding – basic		11,567,068		11,531,844		11,560,250		11,525,730
Effect of dilutive securities:
Restricted stock units		57,594		44,812		60,637		56,912
Weighted average number of shares outstanding – diluted		11,624,662		11,576,656		11,620,887		11,582,642

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Stock-Based Compensation Plans (Tables)

6 Months Ended

Dec. 29, 2022

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

Summary of RSU Activity

The following is a summary of RSU activity for the first half of fiscal 2023:

Restricted Stock Units	Shares			Weighted Average Grant Date Fair Value
Outstanding at June 30, 2022		142,239		$	70.42
Granted		64,116			74.09
Vested (a)		(29,349	)		89.36
Forfeited		(2,020	)		72.82
Outstanding at December 29, 2022		174,986		$	68.56

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

Summary of Compensation Cost and Income Tax Benefit

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

 

	For the Quarter Ended				For the Twenty-Six Weeks Ended
	December 29, 2022		December 23, 2021		December 29, 2022		December 23, 2021
Stock-based compensation expense	$	1,515	$	1,068	$	2,287	$	1,771

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Retirement Plan (Tables)

6 Months Ended

Dec. 29, 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 Twenty-Six Weeks Ended
	December 29, 2022		December 23, 2021		December 29, 2022		December 23, 2021
Service cost	$	201	$	247	$	401	$	495
Interest cost		341		255		683		509
Amortization of loss		7		364		14		728
Net periodic benefit cost	$	549	$	866	$	1,098	$	1,732

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Accumulated Other Comprehensive Loss (Tables)

6 Months Ended

Dec. 29, 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 twenty-six weeks ended December 29, 2022 and December 23, 2021. These changes are all related to our defined benefit pension plan.

 

Changes to AOCL (a)	For the Twenty-Six Weeks Ended
	December 29, 2022			December 23, 2021
Balance at beginning of period	$	(2,480	)	$	(9,025	)
Other comprehensive income before reclassifications		—			—
Amounts reclassified from accumulated other comprehensive loss		14			728
Tax effect		(3	)		(190	)
Net current-period other comprehensive income		11			538
Balance at end of period	$	(2,469	)	$	(8,487	)

(a) Amounts in parenthesis indicate debits/expense.

Summary of Reclassifications Out of AOCL

The reclassifications out of AOCL for the quarter and twenty-six weeks ended December 29, 2022 and December 23, 2021 were as follows:

													Affected Line Item in the Consolidated Statements of Comprehensive Income
Reclassifications from AOCL to Earnings (b)	For the Quarter Ended						For the Twenty-Six Weeks Ended
	December 29, 2022			December 23, 2021			December 29, 2022			December 23, 2021
Amortization of defined benefit pension items:
Unrecognized net loss		(7	)		(364	)		(14	)		(728	)	Pension expense (excluding service costs)
Tax effect		2			95			3			190		Income tax expense
Amortization of defined pension items, net of tax	$	(5	)	$	(269	)	$	(11	)	$	(538	)

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

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Fair Value of Financial Instruments (Tables)

6 Months Ended

Dec. 29, 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:

	December 29, 2022		June 30, 2022		December 23, 2021
Carrying value of current and long-term debt:	$	8,944	$	10,927	$	12,862
Fair value of current and long-term debt:		8,118		11,179		14,282

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Basis of Presentation and Description of Business - Additional Information (Detail)	6 Months Ended
	Dec. 29, 2022 Channel
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of distribution channels	3

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Acquisition of Just the Cheese Brand - Summary of Fair Value of Assets Acquired (Detail) - Just The Cheese Brand [Member] $ in Thousands	Dec. 16, 2022 USD ($)
Business Acquisition [Line Items]
Inventories	$ 240
Fixed assets	500
Identifiable intangible assets:
Goodwill	2,380
Total purchase price	3,500
Customer relationships [Member]
Identifiable intangible assets:
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	270
Brand names [Member]
Identifiable intangible assets:
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	80
Non-compete agreement [Member]
Identifiable intangible assets:
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	$ 30

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Acquisition of Just the Cheese Brand - Additional Information (Detail) - USD ($) $ in Thousands		6 Months Ended
	Dec. 16, 2022	Dec. 29, 2022	Dec. 23, 2021
Business Acquisition [Line Items]
Payments to Acquire Businesses, Gross		$ 3,500	$ 0
Just the Cheese Brand [Member]
Business Acquisition [Line Items]
Payments to Acquire Businesses, Gross	$ 3,500
Amount Of Purchase Price Allocated To Fair Value Of Assets Acquired	$ 3,500
Business Combination, Assets and Liabilities Arising from Contingencies, Description	There were no material contingencies recognized or unrecognized associated with the acquired business.
Business Acquisition, Description of Acquired Entity	Just the Cheese is one of the nation’s leading baked cheese snacking brands and offers 100% real cheese snack bars and cheese crisps.
Date of acquisition	Dec. 16, 2022

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Revenue Recognition - Additional Information (Detail) - USD ($) $ in Thousands	Dec. 29, 2022	Jun. 30, 2022	Dec. 23, 2021
Disaggregation of Revenue [Line Items]
Contract assets	$ 0	$ 0	$ 0

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Revenue Recognition - Summary of Revenue Disaggregated by Sales Channel (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 29, 2022	Dec. 23, 2021	Dec. 29, 2022	Dec. 23, 2021
Disaggregation of Revenue [Line Items]
Total	$ 274,328	$ 253,207	$ 526,929	$ 479,536
Consumer [Member]
Disaggregation of Revenue [Line Items]
Total	224,513	203,479	421,060	383,240
Commercial Ingredients [Member]
Disaggregation of Revenue [Line Items]
Total	28,419	27,756	59,926	55,912
Contract Packaging [Member]
Disaggregation of Revenue [Line Items]
Total	$ 21,396	$ 21,972	$ 45,943	$ 40,384

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Leases - Additional Information (Detail)	Dec. 29, 2022
Maximum [Member]
Operating Leased Assets [Line Items]
Remaining lease term	5 years 2 months 12 days

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Leases - Operating Lease Assets And Liabilities (Detail) - USD ($) $ in Thousands	Dec. 29, 2022	Jun. 30, 2022	Dec. 23, 2021
Assets
Operating lease right-of-use assets	$ 2,593	$ 2,303	$ 2,852
Current
Operating Lease, Liability, Current	1,166	1,258	1,392
Noncurrent
Operating Lease, Liability, Noncurrent	1,472	1,076	1,504
Total lease liabilities	$ 2,638	$ 2,334	$ 2,896

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Leases - Lease Cost (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 29, 2022	Dec. 23, 2021	Dec. 29, 2022	Dec. 23, 2021
Leases [Abstract]
Operating lease costs	$ 541	$ 470	$ 1,015	$ 914
Variable lease costs	58	19	115	36
Total lease cost	$ 599	$ 489	$ 1,130	$ 950

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Leases - Operating Leases Cash Flow Related Information (Detail) - USD ($) $ in Thousands	6 Months Ended
	Dec. 29, 2022	Dec. 23, 2021
Operating cash flows information:
Cash paid for amounts included in measurements for lease liabilities	$ 807	$ 794
Non-cash activity:
Right-of-use assets obtained in exchange for new operating lease obligations	$ 1,049	$ 89

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Leases - Other Information Related to Operating Lease (Detail)	Dec. 29, 2022	Jun. 30, 2022	Dec. 23, 2021
Leases [Abstract]
Weighted average remaining lease term (in years)	3 years	2 years 3 months 18 days	2 years 6 months
Weighted average discount rate	5.20%	4.30%	4.20%

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Leases - Lessee Operating Lease Liability Maturity (Detail) - USD ($) $ in Thousands	Dec. 29, 2022	Jun. 30, 2022	Dec. 23, 2021
Leases [Abstract]
June 29, 2023 (excluding the twenty-six weeks ended December 29, 2022)	$ 738
June 27, 2024	936
June 26, 2025	560
June 25, 2026	372
June 24, 2027	192
June 29, 2028	65
Thereafter	0
Total lease payment	2,863
Less imputed interest	(225)
Present value of operating lease liabilities	$ 2,638	$ 2,334	$ 2,896

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Leases - Operating Lease Revenue (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 29, 2022	Dec. 23, 2021	Dec. 29, 2022	Dec. 23, 2021
Leases [Abstract]
Lease income related to lease payments	$ 403	$ 408	$ 805	$ 818

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Leases - Lessor Operating Lease Payments To Be Received Maturity (Detail) $ in Thousands	Dec. 29, 2022 USD ($)
Leases [Abstract]
June 29, 2023 (excluding the twenty-six weeks ended December 29, 2022)	$ 927
June 27, 2024	1,869
June 26, 2025	1,282
June 25, 2026	697
June 24, 2027	614
June 29, 2028	0
Total	$ 5,389

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Inventories - Components of Inventories (Detail) - USD ($) $ in Thousands	Dec. 29, 2022	Jun. 30, 2022	Dec. 23, 2021
Inventory Disclosure [Abstract]
Raw material and supplies	$ 75,002	$ 77,558	$ 71,960
Work-in-process and finished goods	98,073	127,297	106,781
Total	$ 173,075	$ 204,855	$ 178,741

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Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Dec. 29, 2022	Dec. 29, 2022	Jun. 30, 2022	Dec. 23, 2021	Jun. 24, 2021
Goodwill and Intangible Assets [Line Items]
Amortization expense for remainder of fiscal 2023	$ 913	$ 913
Goodwill related to acquisition	12,030	12,030	$ 9,650	$ 9,650	$ 9,650
Administrative Expenses [Member]
Goodwill and Intangible Assets [Line Items]
Amortization of intangible assets	440	884
Squirrel Brand [Member]
Goodwill and Intangible Assets [Line Items]
Goodwill related to acquisition	9,650	9,650
Just The Cheese Brand Acquisition [Member]
Goodwill and Intangible Assets [Line Items]
Goodwill related to acquisition	$ 2,380	$ 2,380

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Goodwill and Intangible Assets - Components of Identifiable Intangible Assets (Detail) - USD ($) $ in Thousands	Dec. 29, 2022	Jun. 30, 2022	Dec. 23, 2021
Finite-Lived Intangible Assets [Line Items]
Total intangible assets, gross	$ 38,740	$ 38,360	$ 38,360
Less accumulated amortization:
Total accumulated amortization	(31,179)	(30,295)	(29,407)
Net intangible assets	7,561	8,065	8,953
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets, gross	21,370	21,100	21,100
Less accumulated amortization:
Total accumulated amortization	(19,311)	(18,795)	(18,279)
Brand Names [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets, gross	17,070	16,990	16,990
Less accumulated amortization:
Total accumulated amortization	(11,598)	(11,252)	(10,908)
Non-compete Agreement [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets, gross	300	270	270
Less accumulated amortization:
Total accumulated amortization	$ (270)	$ (248)	$ (220)

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Goodwill and Intangible Assets - Summary of Expected Amortization Expense (Detail) $ in Thousands	Dec. 29, 2022 USD ($)
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]
June 27, 2024	$ 1,561
June 26, 2025	1,222
June 25, 2026	874
June 24, 2027	705
June 29, 2028	$ 521

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Goodwill and Intangible Assets - Summary of Changes in Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands	18 Months Ended
	Dec. 29, 2022	Jun. 25, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Gross goodwill balance at June 25, 2021		$ 18,416
Accumulated impairment losses		$ (8,766)
Beginning, Net balance	$ 9,650
Goodwill acquired during the period	2,380
Ending, Net balance	$ 12,030

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Credit Facility - Additional Information (Detail) - Senior Secured Revolving Credit Facility [Member] - USD ($) $ in Thousands	Dec. 29, 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	$ 90,505
Outstanding letters of credit	4,190
Revolving credit facility borrowings	$ 22,805

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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		6 Months Ended
	Dec. 29, 2022	Dec. 23, 2021	Dec. 29, 2022	Dec. 23, 2021
Weighted Average Number of Shares Outstanding Reconciliation [Abstract]
Weighted average number of shares outstanding – basic	11,567,068	11,531,844	11,560,250	11,525,730
Effect of dilutive securities:
Restricted stock units	57,594	44,812	60,637	56,912
Weighted average number of shares outstanding – diluted	11,624,662	11,576,656	11,620,887	11,582,642

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Earnings Per Common Share - Additional Information (Detail) - shares	3 Months Ended		6 Months Ended
	Dec. 29, 2022	Dec. 23, 2021	Dec. 29, 2022	Dec. 23, 2021
Earnings Per Share [Abstract]
Antidilutive securities excluded from computation of earnings per share amount	0	0	0	0

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Stock-Based Compensation Plans - Additional Information (Detail) $ in Thousands		3 Months Ended	6 Months Ended
	Dec. 29, 2022 USD ($) shares	Dec. 29, 2022 USD ($) shares	Dec. 29, 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 8 months 12 days
Unrecognized compensation expense related to non-vested share-based compensation | $	$ 6,532	$ 6,532	$ 6,532
Restricted stock units in granted			64,116
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units vested	27,727
Restricted Stock Units (RSUs) [Member] | Employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period of restricted stock units		3 years
Restricted Stock Units (RSUs) [Member] | Non Employee Directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period of restricted stock units		1 year
Restricted Stock Units (RSUs) [Member] | Employees and Non Employee [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units in granted		64,116

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Stock-Based Compensation Plans - Summary of RSU Activity (Detail)	6 Months Ended
	Dec. 29, 2022 $ / shares shares
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Outstanding beginning balance, Shares | shares	142,239
Granted, Shares | shares	64,116
Vested, Shares | shares	(29,349)	[1]
Forfeited, Shares | shares	(2,020)
Outstanding ending balance, Shares | shares	174,986
Weighted-Average Grant-Date Fair Value, Beginning Balance | $ / shares	$ 70.42
Granted, Weighted-Average Grant-Date Fair Value | $ / shares	74.09
Vested, Weighted-Average Grant-Date Fair Value | $ / shares	89.36	[1]
Forfeited, Weighted-Average Grant-Date Fair Value | $ / shares	72.82
Weighted-Average Grant-Date Fair Value, Ending Balance | $ / shares	$ 68.56

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

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Stock-Based Compensation Plans - Summary of Compensation Expenses (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 29, 2022	Dec. 23, 2021	Dec. 29, 2022	Dec. 23, 2021
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock-based compensation expense	$ 1,515	$ 1,068	$ 2,287	$ 1,771

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Retirement Plan - Schedule of Net Periodic Benefit Cost (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 29, 2022	Dec. 23, 2021	Dec. 29, 2022	Dec. 23, 2021
Retirement Benefits [Abstract]
Service cost	$ 201	$ 247	$ 401	$ 495
Interest cost	341	255	683	509
Amortization of loss	7	364	14	728
Net periodic benefit cost	$ 549	$ 866	$ 1,098	$ 1,732

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Accumulated Other Comprehensive Loss - Changes in Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Dec. 29, 2022	Dec. 23, 2021	Dec. 29, 2022	Dec. 23, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance at beginning of period				$ (2,480)
Net current-period other comprehensive income		$ 5	$ 269	11	$ 538
Balance at end of period		(2,469)	(8,487)	(2,469)	(8,487)
Accumulated Other Comprehensive Loss [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance at beginning of period	[1]			(2,480)	(9,025)
Other comprehensive income before reclassifications	[1]			0	0
Amounts reclassified from accumulated other comprehensive loss	[1]			14	728
Tax effect	[1]			(3)	(190)
Net current-period other comprehensive income	[1]			11	538
Balance at end of period	[1]	$ (2,469)	$ (8,487)	$ (2,469)	$ (8,487)

[1] Amounts in parenthesis indicate debits/expense.

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Accumulated Other Comprehensive Loss - Reclassifications Out of AOCL (Detail) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Dec. 29, 2022	Dec. 23, 2021	Dec. 29, 2022	Dec. 23, 2021
Accumulated Defined Benefit Plans Adjustment, Net Gain (Loss) Attributable to Parent [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Unrecognized net loss	[1]	$ (7)	$ (364)	$ (14)	$ (728)
Amortization of Defined Benefit Pension Items [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Tax effect	[1]	2	95	3	190
Amortization of defined pension items, net of tax	[1]	$ (5)	$ (269)	$ (11)	$ (538)

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

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Fair Value of Financial Instruments - Carrying Value and Fair Value Estimate of Current and Long-Term Debt (Detail) - USD ($) $ in Thousands	Dec. 29, 2022	Jun. 30, 2022	Dec. 23, 2021
Fair Value Disclosures [Abstract]
Carrying value of current and long-term debt:	$ 8,944	$ 10,927	$ 12,862
Fair value of current and long-term debt:	$ 8,118	$ 11,179	$ 14,282

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Garysburg, North Carolina Facility - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 29, 2022	Dec. 23, 2021	Dec. 29, 2022	Dec. 23, 2021
Fire Note [Line Items]
Gain (Loss) on Disposition of Property Plant Equipment	$ 0	$ 0	$ 0	$ 2,349
Property, Plant and Equipment [Member]
Fire Note [Line Items]
Proceeds from Sale of Property, Plant, and Equipment				4,000
Gain (Loss) on Disposition of Property Plant Equipment				$ 2,349