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JBSS John B Sanfilippo and Son Inc

102,25

-1,30 (-1,26%)

18 Mai 2024 - Geschlossen

Verzögert um 15 Minuten

Form 10-Q - Quarterly report [Sections 13 or 15(d)]

Table of Contents

c

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended September 28, 2023

OR


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

Commission File Number: 0-19681

JOHN B. SANFILIPPO & SON, INC.

(Exact Name of Registrant as Specified in its Charter)


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

(847) 289-1800

Registrant’s telephone number, including area code

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

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Common Stock, $.01 par value per share

JBSS

The NASDAQ Stock Market LLC
(NASDAQ Global Select Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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

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


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

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

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

As of October 26, 2023, 8,973,031 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.

Table of Contents

JOHN B. SANFILIPPO & SON, INC.

FORM 10-Q

For the Quarter Ended September 28, 2023

INDEX


	Page
Part I. Financial Information
Item 1. Financial Statements (Unaudited)	3
Consolidated Statements of Comprehensive Income for the Quarter Ended September 28, 2023 and September 29, 2022	3
Consolidated Balance Sheets as of September 28, 2023, June 29, 2023 and September 29, 2022	4
Consolidated Statements of Stockholders’ Equity for the Quarter Ended September 28, 2023 and September 29, 2022	6
Consolidated Statements of Cash Flows for the Quarter Ended September 28, 2023 and September 29, 2022	7
Notes to Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3. Quantitative and Qualitative Disclosures About Market Risk	25
Item 4. Controls and Procedures	25
Part II. Other Information
Item 1. Legal Proceedings	25
Item 1A. Risk Factors	25
Item 5. Other Information	25
Item 6. Exhibits	25
Signature	28

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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
		September 28, 2023				September 29, 2022
Net sales		$	234,105			$	252,601
Cost of sales			177,083				201,958
Gross profit			57,022				50,643
Operating expenses:
Selling expenses			21,992				17,982
Administrative expenses			10,453				10,247
Total operating expenses			32,445				28,229
Income from operations			24,577				22,414
Other expense:
Interest expense including $178 and $193 to related parties			227				661
Rental and miscellaneous expense, net			356				402
Pension expense (excluding service costs)			350				349
Total other expense, net			933				1,412
Income before income taxes			23,644				21,002
Income tax expense			6,056				5,457
Net income		$	17,588			$	15,545
Other comprehensive income:
Amortization of actuarial loss included in net periodic pension cost			—				7
Income tax expense related to pension adjustments			—				(1	)
Other comprehensive income, net of tax			—				6
Comprehensive income		$	17,588			$	15,551
Net income per common share-basic		$	1.52			$	1.35
Net income per common share-diluted		$	1.51			$	1.34

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

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JOHN B. SANFILIPPO & SON, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

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


		September 28, 2023				June 29, 2023				September 29, 2022
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	838			$	1,948			$	298
Accounts receivable, less allowance for doubtful accounts of $281, $283 and $305			68,363				72,734				76,401
Inventories			174,789				172,936				192,098
Prepaid expenses and other current assets			7,603				6,812				6,746
TOTAL CURRENT ASSETS			251,593				254,430				275,543
PROPERTY, PLANT AND EQUIPMENT:
Land			9,150				9,150				9,150
Buildings			104,982				104,150				102,837
Machinery and equipment			267,313				261,706				251,998
Furniture and leasehold improvements			5,275				5,275				5,296
Vehicles			729				729				614
Construction in progress			7,480				7,123				6,926
			394,929				388,133				376,821
Less: Accumulated depreciation			271,418				267,336				255,948
			123,511				120,797				120,873
Rental investment property, less accumulated depreciation of $14,641, $14,439 and $13,834			14,482				14,684				15,289
TOTAL PROPERTY, PLANT AND EQUIPMENT			137,993				135,481				136,162

Intangible assets, net			6,216				6,658				7,621
Deferred income taxes			3,461				3,592				3,231
Goodwill			11,750				11,750				9,650
Operating lease right-of-use assets			6,845				6,427				2,430
Other assets			6,995				6,949				6,134
TOTAL ASSETS		$	424,853			$	425,287			$	440,771

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

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JOHN B. SANFILIPPO & SON, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

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


		September 28, 2023				June 29, 2023				September 29, 2022
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Revolving credit facility borrowings		$	6,008			$	—			$	42,624
Current maturities of long-term debt, net, including related party debt of $688, $672 and $628			688				672				2,046
Accounts payable			51,922				42,680				51,222
Bank overdraft			669				285				488
Accrued payroll and related benefits			12,034				27,572				12,166
Other accrued expenses			17,980				14,479				17,624
TOTAL CURRENT LIABILITIES			89,301				85,688				126,170

LONG-TERM LIABILITIES:
Long-term debt, less current maturities, net, including related party debt of $6,924, $7,102 and $7,612			6,924				7,102				7,612
Retirement plan			26,788				26,653				28,753
Long-term operating lease liabilities, net of current portion			5,136				4,771				1,242
Long-term workers' compensation liabilities			7,304				7,321				7,422
Other			2,033				1,545				409
TOTAL LONG-TERM LIABILITIES			48,185				47,392				45,438
TOTAL LIABILITIES			137,486				133,080				171,608

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, 9,090,931, 9,076,326 and 9,047,359 shares issued			91				91				90
Capital in excess of par value			132,733				131,986				129,572
Retained earnings			155,925				161,512				143,153
Accumulated other comprehensive loss			(204	)			(204	)			(2,474	)
Treasury stock, at cost; 117,900 shares of Common Stock			(1,204	)			(1,204	)			(1,204	)
TOTAL STOCKHOLDERS’ EQUITY			287,367				292,207				269,163
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY		$	424,853			$	425,287			$	440,771

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

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JOHN B. SANFILIPPO & SON, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

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


																									Accumulated
	Class A																Capital in								Other
	Common Stock								Common Stock								Excess of				Retained				Comprehensive				Treasury
	Shares				Amount				Shares				Amount				Par Value				Earnings				Loss				Stock				Total
Balance, June 29, 2023		2,597,426			$	26				9,076,326			$	91			$	131,986			$	161,512			$	(204	)		$	(1,204	)		$	292,207
Net income																						17,588												17,588
Cash dividends ($2.00 per share)																						(23,175	)											(23,175	)
Equity award exercises										14,605				—				—																—
Stock-based compensation expense																		747																747
Balance, September 28, 2023		2,597,426			$	26				9,090,931			$	91			$	132,733			$	155,925			$	(204	)		$	(1,204	)		$	287,367


																									Accumulated
	Class A																Capital in								Other
	Common Stock								Common Stock								Excess of				Retained				Comprehensive				Treasury
	Shares				Amount				Shares				Amount				Par Value				Earnings				Loss				Stock				Total
Balance, June 30, 2022		2,597,426			$	26				9,047,359			$	90			$	128,800			$	153,589			$	(2,480	)		$	(1,204	)		$	278,821
Net income																						15,545												15,545
Cash dividends ($2.25 per share)																						(25,981	)											(25,981	)
Pension liability amortization, net of income tax expense of $1																										6								6
Stock-based compensation expense																		772																772
Balance, September 29, 2022		2,597,426			$	26				9,047,359			$	90			$	129,572			$	143,153			$	(2,474	)		$	(1,204	)		$	269,163

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

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JOHN B. SANFILIPPO & SON, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)


		For the Quarter Ended
		September 28, 2023				September 29, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	17,588			$	15,545
Depreciation and amortization			5,236				4,961
Loss on disposition of assets, net			126				5
Deferred income tax expense			131				5
Stock-based compensation expense			747				772
Change in assets and liabilities:
Accounts receivable, net			4,511				(6,790	)
Inventories			(1,853	)			12,757
Prepaid expenses and other current assets			(791	)			1,537
Accounts payable			8,796				3,216
Accrued expenses			(15,881	)			(5,265	)
Income taxes payable			3,844				3,815
Other long-term assets and liabilities			(348	)			215
Other, net			(225	)			(127	)
Net cash provided by operating activities			21,881				30,646

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment			(5,993	)			(5,918	)
Other, net			(53	)			(56	)
Net cash used in investing activities			(6,046	)			(5,974	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net short-term borrowings			6,008				2,185
Principal payments on long-term debt			(162	)			(1,267	)
Increase in bank overdraft			384				274
Dividends paid			(23,175	)			(25,981	)
Net cash used in financing activities			(16,945	)			(24,789	)

NET DECREASE IN CASH AND CASH EQUIVALENTS			(1,110	)			(117	)
Cash and cash equivalents, beginning of period			1,948				415
Cash, end of period		$	838			$	298

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

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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 2024 and fiscal 2023 are to the fiscal year ending June 27, 2024 and the fiscal year ending June 29, 2023, respectively.

•

References herein to the first quarter of fiscal 2024 and fiscal 2023 are to the quarters ended September 28, 2023 and September 29, 2022, respectively.

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

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

The interim results of operations are not necessarily indicative of the results to be expected for a full year. The balance sheet data as of June 29, 2023 was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). Accordingly, these unaudited financial statements and related notes should be read in conjunction with the audited consolidated financial statements and notes thereto included in our 2023 Annual Report on Form 10-K for the fiscal year ended June 29, 2023.

Note 2 – 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.

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

Variable Consideration

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

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

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

Contract Balances

Contract assets or liabilities result from transactions with revenue recorded over time. If the measure of remaining rights exceeds the measure of the remaining performance obligations, the Company records a contract asset. Conversely, if the measure of the remaining performance obligations exceeds the measure of the remaining rights, the Company records a contract liability. The contract asset balance at September 29, 2022 was $562 and was recorded in the caption “Prepaid expenses and other current assets” on the Consolidated Balance Sheets. There was no contract asset balance for the other periods presented. The Company generally does not have material deferred revenue or contract liability balances arising from transactions with customers.

Disaggregation of Revenue

Revenue disaggregated by sales channel is as follows:


		For the Quarter Ended
Distribution Channel		September 28, 2023				September 29, 2022
Consumer		$	184,334			$	196,547
Commercial Ingredients			28,135				31,507
Contract Packaging			21,636				24,547
Total		$	234,105			$	252,601

Note 3 – Leases

Description of Leases

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

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Through a review of our contracts, we determine if an arrangement is a lease at inception and analyze the lease to determine if it is operating or finance. Operating lease right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental collateralized borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Implicit rates are used when readily determinable. None of our leases currently contain options to extend the term. In the event of an option to extend the term of a lease, the lease term used in measuring the liability would include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the respective lease term. Our leases have remaining terms of up to 5.8 years.

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

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


	September 28, 2023				June 29, 2023				September 29, 2022				Affected Line Item in Consolidated Balance Sheets
Assets
Operating lease right-of-use assets	$	6,845			$	6,427			$	2,430			Operating lease right-of-use assets
Total lease right-of-use assets	$	6,845			$	6,427			$	2,430

Liabilities
Current:
Operating leases	$	1,775			$	1,729			$	1,215			Other accrued expenses
Noncurrent:
Operating leases		5,136				4,771				1,242			Long-term operating lease liabilities
Total lease liabilities	$	6,911			$	6,500			$	2,457

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


		For the Quarter Ended
		September 28, 2023				September 29, 2022
Operating lease costs (a)		$	670			$	474
Variable lease costs (b)			(174	)			57
Total lease cost		$	496			$	531

(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 Quarter Ended
		September 28, 2023				September 29, 2022
Operating cash flows information:
Cash paid for amounts included in measurements for lease liabilities		$	578			$	402

Non-cash activity:
Right-of-use assets obtained in exchange for new operating lease obligations		$	860			$	496


		September 28, 2023				June 29, 2023				September 29, 2022
Weighted average remaining lease term (in years)			4.4				4.4				2.5
Weighted average discount rate			6.8	%			6.7	%			4.6	%

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Maturities of operating lease liabilities as of September 28, 2023 are as follows:


Fiscal Year Ending
June 27, 2024 (excluding the quarter ended September 28, 2023)		$	1,709
June 26, 2025			1,827
June 25, 2026			1,622
June 24, 2027			1,372
June 29, 2028			1,210
June 28, 2029			252
Thereafter			—
Total lease payment			7,992
Less imputed interest			(1,081	)
Present value of operating lease liabilities		$	6,911

At September 28, 2023, the Company has additional operating leases of approximately $351 that have not yet commenced and therefore are not reflected in the Consolidated Balance Sheets and tables above. The leases are scheduled to commence in the second quarter of fiscal 2024 with an initial lease term ranging from 2 to 6 years.

Lessor Accounting

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

Leasing revenue is as follows:


		For the Quarter Ended
		September 28, 2023				September 29, 2022
Lease income related to lease payments		$	444			$	402

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


Fiscal Year Ending
June 27, 2024 (excluding the quarter ended September 28, 2023)		$	1,543
June 26, 2025			1,477
June 25, 2026			972
June 24, 2027			930
June 29, 2028			328
June 28, 2029			336
Thereafter			1,478
		$	7,064

Note 4 – Inventories

Inventories consist of the following:


		September 28, 2023				June 29, 2023				September 29, 2022
Raw material and supplies		$	49,565			$	65,430			$	60,657
Work-in-process and finished goods			125,224				107,506				131,441
Total		$	174,789			$	172,936			$	192,098

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Note 5 – Goodwill and Intangible Assets

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


		September 28, 2023				June 29, 2023				September 29, 2022
Customer relationships		$	21,350			$	21,350			$	21,100
Brand names			17,070				17,070				16,990
Non-compete agreement			300				300				270
			38,720				38,720				38,360
Less accumulated amortization:
Customer relationships			(20,095	)			(19,834	)			(19,053	)
Brand names			(12,134	)			(11,955	)			(11,425	)
Non-compete agreement			(275	)			(273	)			(261	)
			(32,504	)			(32,062	)			(30,739	)
Net intangible assets		$	6,216			$	6,658			$	7,621

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 $442 for the quarter ended September 28, 2023. Amortization expense for the remainder of fiscal 2024 is expected to be approximately $1,123 and expected amortization expense the next five fiscal years is as follows:


Fiscal Year Ending
June 26, 2025		$	1,213
June 25, 2026			880
June 24, 2027			706
June 29, 2028			528
June 28, 2029			400

Our net goodwill at September 28, 2023 was comprised of $9,650 from the Squirrel Brand acquisition completed in fiscal 2018 and $2,100 from the Just the Cheese brand acquisition completed in fiscal 2023. The changes in the carrying amount of goodwill since June 30, 2022 are as follows:


Gross goodwill balance at June 30, 2022		$	18,416
Accumulated impairment losses			(8,766	)
Net goodwill balance at June 30, 2022			9,650
Goodwill acquired during fiscal 2023			2,100
Net balance at June 29, 2023			11,750
Goodwill acquired during fiscal 2024			—
Net balance at September 28, 2023		$	11,750

Note 6 – Credit Facility

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

At September 28, 2023, we had $107,302 of available credit under the Credit Facility which reflects borrowings of $6,008 and reduced availability as a result of $4,190 in outstanding letters of credit. As of September 28, 2023, we were in compliance with all financial covenants under the Credit Facility.

For information about the most recent amendment to our Amended and Restated Credit Agreement (as defined below) see Note 14‒Subsequent Events.

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Note 7 – Earnings Per Common Share

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


		For the Quarter Ended
		September 28, 2023				September 29, 2022
Weighted average number of shares outstanding – basic			11,594,960				11,553,432
Effect of dilutive securities:
Restricted stock units			79,782				63,681
Weighted average number of shares outstanding – diluted			11,674,742				11,617,113

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

Note 8 – Stock-Based Compensation Plans

During the quarter ended September 28, 2023 there was no significant restricted stock unit ("RSU") activity. Compensation expense attributable to stock-based compensation during the first quarter of fiscal 2024 and fiscal 2023 was $747 and $772, respectively. As of September 28, 2023, there was $3,341 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 1.1 years.

Note 9 – 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
		September 28, 2023				September 29, 2022
Service cost		$	63			$	200
Interest cost			350				342
Amortization of loss			—				7
Net periodic benefit cost		$	413			$	549

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 10 – Accumulated Other Comprehensive Loss

The table below sets forth the changes to accumulated other comprehensive loss (“AOCL”) for the quarter ended September 28, 2023 and September 29, 2022. These changes are all related to our defined benefit pension plan.


		For the Quarter Ended
Changes to AOCL (a)		September 28, 2023				September 29, 2022
Balance at beginning of period		$	(204	)		$	(2,480	)
Other comprehensive income before reclassifications			—				—
Amounts reclassified from accumulated other comprehensive loss			—				7
Tax effect			—				(1	)
Net current-period other comprehensive income			—				6
Balance at end of period		$	(204	)		$	(2,474	)

(a)

Amounts in parenthesis indicate debits/expense.

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The reclassifications out of AOCL for the quarter ended September 28, 2023 and September 29, 2022 were as follows:


	For the Quarter Ended								Affected Line Item
Reclassifications from AOCL to Earnings (b)	September 28, 2023				September 29, 2022				Consolidated Statements of Comprehensive Income
Amortization of defined benefit pension items:
Unrecognized net loss	$	—			$	(7	)		Pension expense (excluding service costs)
Tax effect		—				1			Income tax expense
Amortization of defined pension items, net of tax	$	—			$	(6	)

(b)

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

Note 11 – Commitments and Contingent Liabilities

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

Note 12 – Fair Value of Financial Instruments

The Financial Accounting Standards Board 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:


		September 28, 2023				June 29, 2023				September 29, 2022
Carrying value of current and long-term debt:		$	7,612			$	7,774			$	9,660
Fair value of current and long-term debt:			7,033				7,421				9,583

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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Note 13 – 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.

Note 14 – Subsequent Events

On September 29, 2023, we completed the acquisition of certain assets from TreeHouse Foods, Inc. (the “Seller”) relating to its snack bars business. The acquired assets include inventory, a manufacturing facility and related equipment located in Lakeville, Minnesota, and customer relationships, among others (the "Lakeville Acquisition"). The initial purchase price was approximately $61,252 in cash, which included approximately $37,346 of inventory, and is subject to certain post-closing adjustments. In November 2023, we expect to receive $2,435 from the Seller for a purchase price adjustment to the final inventory acquired, for a revised net purchase price of approximately $58,817. The initial accounting for this business combination is incomplete as we are awaiting the fair value analysis and therefore the required ASC 805 disclosures are not available to be made. The purchase price for the Lakeville Acquisition was funded from borrowings under the Credit Facility as amended by the Second Amendment.

On September 29, 2023, we entered into the Second Amendment to our Amended and Restated Credit Agreement (the "Second Amendment"), which (among other things) increased the borrowing capacity under the Credit Facility to $150,000 from $117,500 to provide extra available capacity for the short-term working capital requirements of the business acquired pursuant to the Lakeville Acquisition. The Second Amendment also extends the maturity date of the Credit Facility to September 29, 2028.

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

OVERVIEW

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

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

•

References herein to fiscal 2024 and fiscal 2023 are to the fiscal year ending June 27, 2024 and the fiscal year ending June 29, 2023, respectively.

•

References herein to the first quarter of fiscal 2024 and fiscal 2023 are to the quarters ended September 28, 2023 and September 29, 2022, respectively.

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

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

During fiscal 2022, we created a Long-Range Plan to define our future growth priorities. Our Long-Range Plan focuses on growing our non-branded business across key customers, as well as transforming Fisher, Orchard Valley Harvest and Squirrel Brand into leading brands while increasing distribution and diversifying our portfolio into high growth snacking segments. We will execute on our Long-Range Plan by providing non-branded customer value-added solutions based on our extensive industry and consumer expertise with innovative products such as our newly developed product line of private brand nutrition bars which were introduced during fiscal 2023. 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 fiscal 2023 and the recent Lakeville Acquisition completed in the second quarter of fiscal 2024, which will expand our ability to produce private brand snack bars.

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

We face a number of challenges in the future, which include the impacts of ongoing inflation in food prices, rising interest rates that reduce economic growth, consumers reducing their purchases in the nut category, including branded nut products, potential for economic downturn in the markets in which we operate and continued supply chain challenges. We continue to experience a tight labor market which has led to increased labor costs.

Inflation and Consumer Trends

We face changing industry trends as consumers' purchasing preferences evolve. Due to the ongoing inflationary environment, 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 or tightening of consumer finances due to inflation or other causes, consumers are purchasing fewer snack products. We have seen this through the decline in the recipe and snack nut categories since fiscal 2023 and into fiscal 2024, as consumers shift their preferences to private brands or lower priced nuts or purchase snack products outside the nut and trail mix

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category. With the inflationary environment, we are also seeing signs of consumers shifting to more value-focused retailers, such as mass merchandising retailers, club stores and dollar stores, not all of which we distribute or sell to.

Supply Chain and Transportation

In the first quarter of fiscal 2024, we faced supply chain challenges related to certain raw material shortages, extended lead-times, supplier capacity constraints and inflationary pressures. While we do not have direct exposure to suppliers in Russia, Ukraine or Israel, the conflicts in these regions could continue to result in volatile commodity markets, supply chain disruptions and increased costs. Global supply chain pressures have eased, but we continue to see negative impacts related to macro-economics, geo-political unrest, growing political instability and climate-related events. Overall packaging and ingredient inflation appears to be leveling off but is expected to remain above historical levels. We anticipate pricing relief in some areas in the current fiscal year, if and as shortages decrease and supply chains improve. However, we expect that some costs may remain above historical levels or unpredictable for a longer period.

While we have seen stabilization in truckload capacity and volume at U.S. ports and improvements with driver hiring, there are still warehouse and dock staff shortages and fuel and energy concerns due to continued unrest abroad coupled with persistent inflation. Instability and prices in the transportation industry may increase further into fiscal 2024 due to the bankruptcy of a major U.S.-based trucking company. Fuel prices that were at record highs during spring and summer 2022 have continued to decrease, yet still remain volatile and unpredictable. While there are indicators of transportation cost improvement, and despite our mitigation of some of the transportation shortages, 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.

We have remained agile by proactively identifying risks, modifying inventory plans and diversifying our supplier base to mitigate risk of customer order shortages and maintain our supply chain. We will continue to proactively manage our business in response to the evolving global economic environment and related uncertainty. We continue to prioritize and take steps to mitigate impacts to our supply chain. If these supply chain pressures continue, or we cannot obtain the transportation and labor services needed to fulfill customer orders, such shortages and supply chain issues could have an unfavorable impact on net sales and our operations during fiscal 2024. Additionally, as costs increase due to these issues or due to overall inflationary pressures, there is an additional risk of not being able to pass (in part or in full) such potential cost increases onto our customers or in a timely manner. If we cannot align costs with prices for our products, our operating performance could be adversely impacted.

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QUARTERLY HIGHLIGHTS

Our net sales of $234.1 million for the first quarter of fiscal 2024 decreased 7.3% from our net sales of $252.6 million for the first quarter of fiscal 2023.

Sales volume, measured as pounds sold to customers, decreased 7.3% compared to the first quarter of fiscal 2023.

Gross profit increased $6.4 million, and our gross profit margin, as a percentage of net sales, increased to 24.4% for the first quarter of fiscal 2024 compared to 20.0% for the first quarter of fiscal 2023.

Total operating expenses for the first quarter of fiscal 2024 increased by $4.2 million, or 14.9%, compared to the first quarter of fiscal 2023. As a percentage of net sales, total operating expenses in the first quarter of fiscal 2024 increased to 13.9% from 11.2% for the first quarter of fiscal 2023.

The total value of inventories on hand at the end of the first quarter of fiscal 2024 decreased $17.3 million, or 9.0%, in comparison to the total value of inventories on hand at the end of the first quarter of fiscal 2023.

We expect acquisition costs for most major tree nuts, other than walnuts, to be flat or decrease, and we expect acquisition costs for peanuts to increase modestly in the 2023 crop year (which falls into our current 2024 fiscal year). While we began to procure inshell walnuts during the first quarter of fiscal 2024, the total payments due to our walnut growers will not be determined until the second and/or third quarters of fiscal 2024. 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 payments will be determined during the second and/or third quarters of fiscal 2024 and will be recognized in our financial results at that time.

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RESULTS OF OPERATIONS

Net Sales

Our net sales decreased 7.3% to $234.1 million in the first quarter of fiscal 2024 compared to net sales of $252.6 million for the first quarter of fiscal 2023. The decrease in net sales was attributable to a 7.3% decrease in sales volume, which is defined as pounds sold to customers. The decrease in sales volume was driven by decreased sales volume for all product types.

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
Product Type		September 28, 2023				September 29, 2022
Peanuts & Peanut Butter			20.1	%			19.3	%
Pecans			9.2				10.3
Cashews & Mixed Nuts			21.0				20.1
Walnuts			4.9				5.7
Almonds			9.1				9.0
Trail & Snack Mixes			28.0				28.9
Other			7.7				6.7
Total			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		September 28, 2023				Percentage of Total				September 29, 2022				Percentage of Total				$ Change				% Change
Consumer (1)		$	184,334				78.8	%		$	196,547				77.8	%		$	(12,213	)			(6.2	)%
Commercial Ingredients			28,135				12.0				31,507				12.5				(3,372	)			(10.7	)
Contract Packaging			21,636				9.2				24,547				9.7				(2,911	)			(11.9	)
Total		$	234,105				100.0	%		$	252,601				100.0	%		$	(18,496	)			(7.3	)%

(1)

Sales of branded products were approximately 20% and 21% of total consumer sales during the first quarter of fiscal 2024 and fiscal 2023, respectively. Fisher branded products were approximately 62% and 65% of branded sales during the first quarter of fiscal 2024 and fiscal 2023, respectively, with Orchard Valley Harvest branded products accounting for the majority of the remaining branded product sales.

Net sales in the consumer distribution channel decreased $12.2 million, or 6.2%, and sales volume decreased 5.8% in the first quarter of fiscal 2024 compared to the first quarter of fiscal 2023. The sales volume decrease was mostly driven by a decrease in private brand sales volume due to fewer promotional programs and lower seasonal sales volume for snack and trail mixes at two current mass merchandising retailers and a decrease in peanut sales volume at the same two mass merchandisers. Also contributing to the decrease was a 30.9% decrease in sales volume of Fisher snack nuts due to increased competitive pricing pressures, discontinuance of a product line at a mass merchandising retailer and timing of holiday sales orders for a customer in the non-food sector. Sales volume of Fisher recipe nuts decreased 10.8% mainly due to a one-time order at an existing grocery customer in the same quarter of our prior fiscal year that did not recur in the current quarter and timing of holiday sales orders for another grocery customer. Sales volume for Southern Style Nuts decreased 36.6% mainly from reduced distribution and promotional programs at a club store customer.

Net sales in the commercial ingredients distribution channel decreased 10.7% in dollars and 5.5% in sales volume in the first quarter of fiscal 2024 compared to the first quarter of fiscal 2023. The decrease in sales volume was due to a 50.3% decrease in sales volume of peanut crushing stock to peanut oil processors due to reduced peanut shelling.

Net sales in the contract packaging distribution channel decreased 11.9% in dollars and 19.4% in sales volume in the first quarter of fiscal 2024 compared to the first quarter of fiscal 2023. The decrease in sales volume was primarily due to decreased peanut distribution and timing of holiday sales orders for a major customer.

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Gross Profit

Gross profit increased by $6.4 million, or 12.6%, to $57.0 million for the first quarter of fiscal 2024 compared to the first quarter of fiscal 2023 due to lower acquisition costs for all major tree nuts which was partially offset by decreased sales volume. Our gross profit margin, as a percentage of net sales, increased to 24.4% for the first quarter of fiscal 2024 compared to 20.0% for the first quarter of fiscal 2023 due to lower acquisition costs for all major tree nuts, which was partially offset by higher acquisition costs for peanuts. The increase was also due to manufacturing efficiencies and decreased peanut sales volume.

Operating Expenses

Total operating expenses for the first quarter of fiscal 2024 increased by $4.2 million, or 14.9%, to $32.4 million. Operating expenses increased to 13.9% of net sales for the first quarter of fiscal 2024 compared to 11.2% of net sales for the first quarter of fiscal 2023 due to an increase in total expense and a lower net sales base.

Selling expenses for the first quarter of fiscal 2024 were $22.0 million, an increase of $4.0 million, or 22.3%, from the first quarter of fiscal 2023. The increase was driven primarily by a $4.4 million increase in advertising, consumer insight research and related consulting expenses, a $0.3 million increase in sample expense related to nutrition bars which launched in the third quarter of fiscal 2023 and a $0.2 million increase in consulting expenses. These increases were partially offset by a $0.8 million decrease in freight expense due to a decrease in freight rates.

Administrative expenses for the first quarter of fiscal 2024 were $10.5 million compared to $10.2 million for the first quarter of fiscal 2023. The increase was due to a $0.3 increase in charitable food donations.

Income from Operations

Due to the factors discussed above, income from operations was $24.6 million, or 10.5% of net sales, for the first quarter of fiscal 2024 compared to $22.4 million, or 8.9% of net sales, for the first quarter of fiscal 2023.

Interest Expense

Interest expense was $0.2 million for the first quarter of fiscal 2024 compared to $0.7 million for the first quarter of fiscal 2023. The decrease in interest expense was due to lower average debt levels.

Rental and Miscellaneous Expense, Net

Net rental and miscellaneous expense was $0.4 million for both the first quarter of fiscal 2024 and fiscal 2023.

Pension Expense (Excluding Service Costs)

Pension expense (excluding service costs) was $0.4 million for the first quarter of fiscal 2024 compared to $0.3 million for the first quarter of fiscal 2023.

Income Tax Expense

Income tax expense was $6.1 million, or 25.6% of income before income taxes, for the first quarter of fiscal 2024 compared to $5.5 million, or 26.0% of income before income taxes, for the first quarter of fiscal 2023.

Net Income

Net income was $17.6 million, or $1.52 per common share basic and $1.51 per common share diluted, for the first quarter of fiscal 2024, compared to $15.5 million, or $1.35 per common share basic and $1.34 per common share diluted, for the first quarter of fiscal 2023.

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LIQUIDITY AND CAPITAL RESOURCES

General

The primary uses of cash are to fund our current operations, fulfill contractual obligations, pursue our Long-Range Plan through growing our branded and private label programs, consummate and integrate business acquisitions, return cash to our stockholders through dividends, repay indebtedness and pay amounts owed under the Retirement Plan. Also, various uncertainties, including cost uncertainties, could result in additional uses of cash. The primary sources of cash are results of operations and availability under our Credit Facility. We anticipate that expected net cash flow generated from operations and amounts available pursuant to the Credit Facility will be sufficient to fund our operations for the next twelve months. Our available credit under our Credit Facility has allowed us to devote more funds to promote our products, increase consumer insight capabilities and promotional efforts, reinvest in the Company through capital expenditures, develop new products, pay cash dividends, consummate strategic investments and business acquisitions, such as the acquisition of the Just the Cheese brand in fiscal 2023 and the Lakeville Acquisition disclosed in Note 14‒Subsequent Events, and explore other growth strategies outlined in our Long-Range Plan.

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

The following table sets forth certain cash flow information for the first quarter of fiscal 2024 and 2023, respectively (dollars in thousands):


		September 28, 2023				September 29, 2022				$ Change
Operating activities		$	21,881			$	30,646			$	(8,765	)
Investing activities			(6,046	)			(5,974	)			(72	)
Financing activities			(16,945	)			(24,789	)			7,844
Total change in cash		$	(1,110	)		$	(117	)		$	(993	)

Operating Activities Net cash provided by operating activities was $21.9 million for the first quarter of fiscal 2024 compared to net cash provided by operating activities of $30.6 million for the first quarter of fiscal 2023. The decrease in operating cash flow was primarily due to changes in working capital, primarily accounts receivable and inventory.

Total inventories were $174.8 million at September 28, 2023, an increase of $1.9 million, or 1.1%, from the inventory balance at June 29, 2023, and a decrease of $17.3 million, or 9.0%, from the inventory balance at September 29, 2022. The decrease in inventories at September 28, 2023 compared to September 29, 2022 was primarily due to the early shell out of inshell pecans, lower acquisition costs for all major tree nuts and lower quantities of finished goods and work in process, which were partially offset by higher on hand quantities of pecans.

Raw nut and dried fruit input stocks, some of which are classified as work-in-process, decreased by 3.6 million pounds, or 11.6%, at September 28, 2023 compared to September 29, 2022 due to lower quantities of inshell peanuts, almonds and dried fruit on hand, partially offset by higher quantities of cashews on hand. The weighted average cost per pound of raw nut input stocks on hand at the end of the first quarter of fiscal 2024 decreased 2.6% compared to the end of the first quarter of fiscal 2023 primarily due to lower commodity acquisition costs for all major tree nuts, which was partially offset by higher on hand quantities of pecans.

Investing Activities Cash used in investing activities was unchanged at $6.0 million during the first quarter of fiscal 2024 compared to the same period last year. Capital asset purchases were $6.0 million during the first quarter of fiscal 2024 compared to $5.9 million for the first quarter of fiscal 2023. We expect total capital expenditures for new equipment, facility upgrades, and food safety enhancements, including for our newly acquired bar business in Lakeville, Minnesota, to be approximately $28.0 million for fiscal 2024. 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 $16.9 million during the first quarter of fiscal 2024 compared to $24.8 million for the same period last year. Net borrowings under our Credit Facility were $6.0 million during the first quarter of fiscal 2024 compared to net borrowings of $2.2 million for the first quarter of fiscal 2023. The increase in credit facility borrowings was primarily due to increased use of working capital for inventory in the current quarter. Dividends paid in the first quarter of fiscal 2024 were approximately $2.8 million lower than dividends paid in the same period last year. Long term debt payments in the first quarter of

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fiscal 2024 were approximately $1.1 million lower than payments in the same period last year due to the mortgage that was repaid in full in the third quarter of the fiscal 2023.

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 65% of the rentable area in the office building is currently vacant. Approximately 29% of the rentable area has not been built-out. There can be no assurance that we will be able to lease the unoccupied space and further capital expenditures will likely be necessary to lease the remaining space.

Financing Arrangements

On February 7, 2008, we entered into the Former Credit Agreement (as defined below) with a bank group (the “Bank Lenders”) providing a $117.5 million revolving loan commitment and letter of credit subfacility.

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.

On May 8, 2023, we entered into the First Amendment to our Amended and Restated Credit Agreement (the "First Amendment") which replaced the London interbank offered rate (LIBOR) interest rate option with the Secured Overnight Financing Rate ("SOFR"). The First Amendment updated the accrued interest rate to a rate based on SOFR plus an applicable margin based upon the borrowing base calculation, ranging from 1.35% to 1.85%.

On September 29, 2023, we entered into the Second Amendment, which (among other things) increased the amount available to borrow under the Credit Facility to $150.0 million (from $117.5 million) and extended the maturity date to September 29, 2028 (from March 5, 2025).

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 on SOFR plus an applicable margin as noted above.

At September 28, 2023, the weighted average interest rate for the Credit Facility was 7.3%. 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. As of September 28, 2023, we were in compliance with all covenants under the Credit Facility and we currently expect to be in compliance with the financial covenant in the Credit Facility for the foreseeable future. At September 28, 2023, we had $107.3 million of available credit under the Credit Facility. If this entire amount were borrowed at September 28, 2023, we would still be in compliance with all restrictive covenants under the Credit Facility.

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Selma Property

In September 2006, we sold our Selma, Texas properties (the “Selma Properties”) to two related party partnerships for $14.3 million and are leasing them back. The selling price was determined by an independent appraiser to be the fair market value which also approximated our carrying value. The lease for the Selma Properties has a ten-year term at a fair market value rent with three five-year renewal options. In September 2015, we exercised two of the five-year renewal options which extended the lease term to September 2026. The lease extension also reduced the monthly lease payment on the Selma Properties, beginning in September 2016, to reflect then current market conditions. At the end of each five-year renewal option, the base monthly lease amounts are reassessed, and the monthly payments increased to $114 beginning in September 2021. One five-year renewal option remains. Also, we have an option to purchase the Selma Properties from the owner at 95% (100% in certain circumstances) of the then fair market value, but not less than the original $14.3 million purchase price. The provisions of the arrangement are not eligible for sale-leaseback accounting and the $14.3 million was recorded as a debt obligation. No gain or loss was recorded on the Selma Properties transaction. As of September 28, 2023, $7.6 million of the debt obligation was outstanding.

Critical Accounting Policies and Estimates

For information regarding our Critical Accounting Policies and Estimates, see the “Critical Accounting Policies and Estimates” section of “Item 7 – Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K for the fiscal year ended June 29, 2023.

Recent Accounting Pronouncements

Refer to Note 13 – “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 release 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, or to customers or in the nut category 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; (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; (xii) the ability to implement our Long-Range Plan, including growing our branded and private brand product sales, diversifying our product offerings (including by the launch of new products) 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) our ability to operate and integrate the acquired snack bar related assets of TreeHouse and realize efficiencies and synergies from such acquisition.

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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 29, 2023.

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 September 28, 2023. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of September 28, 2023, the Company’s disclosure controls and procedures were effective.

In connection with the evaluation by our management, including our Chief Executive Officer and Chief Financial Officer, there were no changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the quarter ended September 28, 2023 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

For a discussion of legal proceedings, see Note 11 – “Commitments and Contingent Liabilities” in Part I, Item 1 of this Form 10-Q.

Item 1A. Risk Factors

In addition to the other information set forth in this report on Form 10-Q, you should also consider the factors, risks and uncertainties which could materially affect our Company’s business, financial condition or future results as discussed in Part I, Item 1A – “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended June 29, 2023. There were no significant changes to the risk factors identified on the Form 10-K for the fiscal year ended June 29, 2023 during the first quarter of fiscal 2024.

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 29, 2023.

Item 5. Other Information

Rule 10b5-1 Trading Arrangement

The following table shows our directors and officers that adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act:


Name & Position		Adoption Date		Shares of the Company's Common Stock				Expiration Date(1)
Ellen C. Taaffe, Director		September 20, 2023			1,070			June 20, 2024
Jeffrey T. Sanfilippo, Chief Executive Officer		September 25, 2023			5,212			September 25, 2024
Jasper B. Sanfilippo, Jr., Chief Operating Officer		September 25, 2023			5,212			September 25, 2024
James J. Sanfilippo, Director		September 26, 2023			1,070			September 30, 2024

(1)

The plan expires on the date in this column, or upon the earlier completion of all authorized transactions under the Rule 10b5-1 plan.

During the three months ended September 28, 2023, other than noted above, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

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

2.1	Asset Purchase Agreement, dated as of September 5, 2023, by and among John B. Sanfilippo & Son, Inc. and TreeHouse Foods, Inc., Bay Valley Foods, LLC and TreeHouse Private Brands, Inc. (incorporated by reference from Exhibit 2.1 to the Form 8-K filed on September 8, 2023)

3.1	Restated Certificate of Incorporation of the Company (incorporated by reference from Exhibit 3.1 to the Form 10-Q for the quarter ended March 24, 2005)

3.2	Amended and Restated Bylaws of the Company (incorporated by reference from Exhibit 3.2 to the Form 10-K for the fiscal year ended June 25, 2015)

*10.1	Amended and Restated John B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement Number Two among Michael J. Valentine, as trustee of the Valentine Life Insurance Trust, Mathias Valentine, Mary Valentine and the Company, dated December 31, 2003 (incorporated by reference from Exhibit 10.35 to the Form 10-Q for the quarter ended December 25, 2003)

*10.2	Amendment, dated February 12, 2004, to Amended and Restated John B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement Number Two among Michael J. Valentine, as trustee of the Valentine Life Insurance Trust, Mathias Valentine, Mary Valentine and the Company, dated December 31, 2003 (incorporated by reference from Exhibit 10.47 to the Form 10-Q for the quarter ended March 25, 2004)

*10.3	Restated Supplemental Retirement Plan (incorporated by reference from Exhibit 10.16 to the Form 10-K for the fiscal year ended June 28, 2007)

*10.4	Form of Indemnification Agreement (incorporated by reference from Exhibit 10.01 to the Form 8-K filed on May 5, 2009)

*10.5	2014 Omnibus Incentive Plan (incorporated by reference from Exhibit 4.1 to the Registration Statement on Form S-8 filed on October 28, 2014)

*10.6	Amendment No. 1 to the 2014 Omnibus Incentive Plan (incorporated by reference from Exhibit 10.12 to the Form 10-K for the year ended June 30, 2016)

*10.7	Form of Non-Employee Director Restricted Stock Unit Award Agreement (non-deferral) under 2014 Omnibus Plan (fiscal 2021, 2022 and 2023 awards cycle) (incorporated by reference from Exhibit 10.38 to the Form 10-Q for the quarter ended December 24, 2015)

*10.8	Form of Non-Employee Director Restricted Stock Unit Award Agreement (deferral) under 2014 Omnibus Plan (fiscal 2021 and 2022 awards cycle) (incorporated by reference from Exhibit 10.39 to the Form 10-Q for the quarter ended December 24, 2015)

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

*10.10	Form of Employee Restricted Stock Unit Award Agreement under 2014 Omnibus Plan (fiscal 2023 awards cycle) (incorporated by reference from Exhibit 10.10 to the Form 10-Q for the quarter ended December 29, 2022)

*10.11	2023 Omnibus Incentive Plan (incorporated by reference from Annex A to the form DEF 14A filed on September 12, 2023)

*10.12	Amended and Restated Sanfilippo Value Added Plan, dated August 23, 2023

10.13	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)

10.14	First Amendment to Amended and Restated Credit Agreement dated as of May 8, 2023 (incorporated by reference from Exhibit 10.13 to the Form 10-K filed on August 23, 2023)

10.15	Second Amendment to Amended and Restated Credit Agreement dated as of September 29, 2023 (incorporated by reference from Exhibit 10.1 to the Form 8-K filed on October 2, 2023)

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Exhibit No.	Description

*10.16	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)

*10.17	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)

*10.18	Split-Dollar Insurance Agreement Notice of Termination and Purchase Agreement, by and among John B. Sanfilippo & Son, Inc., John E. Sanfilippo, on behalf of and as sole trustee of the Jasper and Marian Sanfilippo Irrevocable Trust, dated September 23, 1990 and Marian R. Sanfilippo, dated December 24, 2021. (incorporated by reference from Exhibit 10.15 to the Form 10-Q for the quarter ended March 24, 2022)

*10.19	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)

*10.20	Separation Benefits & General Release Agreement, effective June 29, 2023, between John B. Sanfilippo & Son, Inc. and Shayn E. Wallace (incorporated by reference from Exhibit 10.1 to the Form 8-K filed on June 30, 2023)

*10.21	Retirement Agreement and General Release, dated January 23, 2023 by and between John B. Sanfilippo & Son, Inc. and Michael Valentine (incorporated by reference from Exhibit 10.20 to the Form 10-Q for the quarter ended March 30, 2023)

*10.22	Nonqualified Deferred Compensation Plan Adoption Agreement of the Company dated as of November 22, 2022 (incorporated by reference from Exhibit 10.18 to the Form 10-Q for the quarter ended December 29, 2022)

*10.23	John B. Sanfilippo & Son, Inc. Nonqualified Deferred Compensation Plan dated as of November 22, 2022 (incorporated by reference from Exhibit 10.19 to the Form 10-Q for the quarter ended December 29, 2022)

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 November 2, 2023.


JOHN B. SANFILIPPO & SON, INC.

By
	/s/ Frank S. Pellegrino
	Frank S. Pellegrino
	Chief Financial Officer, Executive Vice President, Finance and Administration

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Exhibit 10.12

2023 Amended and Restated

John B. Sanfilippo & Son, Inc.

Sanfilippo Value Added Plan


I.	Purposes of the Plan

The purpose of the Plan is to more closely link incentive cash compensation to the creation of stockholder value. The Plan is intended to foster a culture of performance, promote employee accountability, and establish a framework of manageable risks and rewards imposed by variable pay. The Plan is also intended to reward continuing improvements in stockholder value with an opportunity to participate in a portion of the wealth created. The Plan is amended and restated as of August 23, 2023 to be effective for the 2024 Plan Year and thereafter.


II.	Definitions

“Actual Improvement” means the annual change in SVA, as determined under Section V(B)(1) of the Plan, which can be positive or negative.

“Annual Salary” means, with respect to a Participant, his or her annual or pro-rated (in the case of employment for less than the full year) final base salary or hourly wages actually paid in a particular fiscal year of the Company. For the avoidance of doubt, base salary and hourly wages pursuant to this definition shall not include bonuses or other special payments of any kind unless otherwise approved by the Committee.

“Award” means a grant under this Plan, in each case subject to the terms of this Plan.

“Award Agreement” means either (A) a written or electronic agreement entered into by the Company and a Participant setting forth the terms and provisions applicable to an Award granted under this Plan, including any amendment or modification thereof, or (B) a written or electronic statement issued by the Company to a Participant describing the terms and provisions of such Award, including any amendment or modification thereof. The Committee may provide for the use of electronic, Internet or other non-paper Award Agreements, and the use of electronic, Internet or other non-paper means for the acceptance thereof and actions thereunder by a Participant.

“Board” means the Board of Directors of the Company.

“Bonus Declared” means the annual or pro-rated (in the case of employment for less than the full Plan Year) bonus amount for a Plan Year, as determined under Section V of the Plan.

“Bonus Interval” means the amount of SVA growth or diminution as a variance from Target SVA Improvement that would either (A) result in two times the Target Bonus for SVA performance above Target SVA Improvement or (B) result in zero times the Target Bonus for SVA performance below Target SVA Improvement.

“Capital Charge” means the Cost of Capital multiplied by the Company’s invested capital, as determined by the Committee in its sole discretion.

“Cause” means, in the judgment of the Committee, (A) the breach by the Participant of any employment agreement, employment arrangement or any other agreement with the

Company or a Subsidiary, (B) the Participant engaging in a business that competes with the Company or a Subsidiary, (C) the Participant disclosing business secrets, trade secrets or confidential information of the Company or a Subsidiary to any party, (D) dishonesty, misconduct, fraud or disloyalty by the Participant, (E) misappropriation of corporate funds, (F) failure to substantially perform his or her duties as an employee (for reasons other than physical or mental illness), (G) breach by the Participant of any policy or code of the conduct of the Company or any Subsidiary or (H) such other conduct by the Participant of an insubordinate or criminal nature as to have rendered the continued employment or association of the Participant incompatible with the best interests of the Company and its Subsidiaries.

“Change in Control” means the first date on which one of the following events occurs:

A. the consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity’s securities outstanding immediately after such merger, consolidation or other reorganization is owned by persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization;

B. the sale, transfer or other disposition of all or substantially all of the Company’s assets other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, where more than 50% of the combined voting power of such entity’s securities outstanding immediately after such sale or disposition is owned by persons who were not stockholders of the Company immediately prior to such sale or disposition;

C. a change in the composition of the Board, as a result of which fewer than one-half of the directors following such change in composition of the Board are directors who either (1) had been directors of the Company on the date 12 months prior to the date of the event that may constitute a Change in Control (the “Original Directors”) or (2) were elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the aggregate of (a) the Original Directors who were still in office at the time of the election or nomination and (b) the directors whose election or nomination was previously approved pursuant to this Clause (2); or

D. any transaction as a result of which any “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, or any group that is controlled by Permitted Holders, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) (during the 12 month period ending on the date of the most recent acquisition of voting securities), directly or indirectly, of the voting securities of the Company representing at least 30% of the total voting power of the Company (with respect to all matters other than the election of directors) represented by the Company’s then outstanding voting securities. For purposes of this Clause (D), the term “transaction” shall include any conversion of the Class A Stock, whether or not such conversion occurs in connection with a sale, transfer or other disposition of such Class A Stock.

For purposes of this definition: (1) the term “person” shall exclude: (a) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a

2

Subsidiary; and (b) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the Common Stock (it being understood that for purposes of subsequently determining whether a Change in Control has occurred, all references to the “Company” in the definition of Change in Control shall be deemed to be references to the Company and/or such corporation, as applicable); (2) the term “group” shall exclude any group controlled by any person identified in Clause (1)(A) above and (3) the term “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract, or otherwise, and the terms “controlling” and “controlled” have meanings correlative thereto.

Except as otherwise determined by the Committee, any spin-off of a division or subsidiary of the Company to its stockholders will not constitute a Change in Control of the Company.

“Class A Stock” means the Class A Common Stock, $.01 par value per share, of the Company.

“Code” means the Internal Revenue Code of 1986, as amended.

“Committee” has the meaning set forth in Section IV(A).

“Common Stock” means the Common Stock, par value $.01 per share, of the Company, and any other shares into which such Common Stock shall thereafter be exchanged by reason of a recapitalization, merger, consolidation, split-up, combination, exchange of shares or the like.

“Company” means John B. Sanfilippo & Son, Inc., a Delaware corporation, and its successors and assigns.

“Cost of Capital” means the Company’s assumed cost of equity plus its cost of debt, expressed as a percentage, using a weighted average of the expected return on the Company’s debt and equity capital, all as determined in the sole discretion of the Committee. Cost of Capital is intended to reflect the rate of return that an investor could earn by choosing another investment with equivalent risk.

“Declared Bonus Multiple” means the multiple determined in accordance with Section V(B)(4) of the Plan for purposes of determining a Participant’s Bonus Declared.

“Disability” means a mental or physical condition which, in the opinion of the Committee, renders a Participant unable or incompetent to carry out the job responsibilities which such Participant held or tasks to which such Participant was assigned at the time the disability was incurred and which is expected to be permanent or for an indefinite period. With respect to any amount payable under the Plan that constitutes deferred compensation under Section 409A and is subject to Section 409A, the Committee may not find that a Disability exists with respect to the applicable Participant unless, in the Committee’s opinion, such Participant is also “disabled” within the meaning of Section 409A.

“Early Retirement” means the Termination of Service, other than for death or Disability, after the date the employee has (i) been continuously employed by the

3

Company or any Subsidiary of the Company for at least ten (10) years and (ii) achieved the age of at least 55.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excess Improvement” has the meaning set forth in Section V(B)(2).

“Guidelines” has the meaning set forth in Section IV(B)(3).

“Normal Retirement” means the Termination of Service, other than for death or Disability, after the date the employee 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.

“NOPAT” means the Company’s net operating profit after tax, as determined by the Committee from the Company’s audited financial statements.

“Participant” has the meaning set forth in Section III.

“Permitted Holder” means:

A. Jasper B. Sanfilippo (“Jasper”), Mathias A. Valentine, (“Mathias”), a spouse of Jasper, a spouse of Mathias, any lineal descendant of Jasper or any lineal descendant of Mathias (collectively referred to as the “Family Members”);

B. a legal representative of a deceased or disabled Family Member’s estate, provided that such legal representative is a Family Member;

C. a trustee of any trust of which all the beneficiaries (and any donees and appointees of any powers of appointment held thereunder) are Family Members and the trustee of which is a Family Member;

D. a custodian under the Uniform Gifts to Minors Act or Uniform Transfers to Minors Act for the exclusive benefit of a Family Member, provided that such custodian is a Family Member;

E. any corporation, partnership or other entity, provided that at least 75% of the equity interests in such entity (by vote and by value) are owned, either directly or indirectly, in the aggregate by Family Members;

F. any bank or other financial institution, solely as a bona fide pledgee of shares of Class A Stock by the owner thereof as collateral security for indebtedness due to the pledgee; or

G. any employee benefit plan, or trust or account held thereunder, or any savings or retirement account (including an individual retirement account), held for the exclusive benefit of a Family Member.

“Plan” means the 2023 Amended and Restated John B. Sanfilippo & Son, Inc. Sanfilippo Value Added Plan.

“Plan Year” means the fiscal year of the Company.

“Retirement” means a Participant’s Termination of Service, other than a Termination for Cause, by reason of Normal Retirement or Early Retirement.

4

“Section 409A” means Code Section 409A and all applicable rules and regulations related thereto.

“Shortfall” has the meaning set forth in Section V(B)(3).

“Subsidiary” means any corporation at least eighty percent (80%) of the outstanding voting stock of which is owned by the Company.

“SVA” means the “stockholder value added” of the Company determined each Plan Year by deducting the Company’s Capital Charge from NOPAT, as determined by the Committee.

“Target Bonus” means the Bonus Declared a Participant would be paid for a Plan Year if Actual Improvement equaled Target SVA Improvement, determined by multiplying a Participant’s Annual Salary for that Plan Year by the Participant’s Target Bonus Percentage for that Plan Year.

“Target Bonus Percentage” means the percentage of a Participant’s Annual Salary, as established or approved by the Committee for purposes of determining a Participant’s Target Bonus.

“Target SVA Improvement” means the targeted improvement in annual SVA growth as determined by the Committee pursuant to Section V(A)(1)(c).

“Termination for Cause” means a determination by the Committee following a Participant’s termination of employment for any reason that, prior to such termination of employment, circumstances constituting Cause existed with respect to such Participant.

“Termination of Service” means the date on which the Participant is no longer an employee of the Company or a Subsidiary; provided that, with respect to any payment of an Award subject to Section 409A, a Termination of Service shall mean a “separation from service” within the meaning of Section 409A.

“Termination Year” has the meaning set forth in Section VI(B)(1)(a).


III.	Eligibility

An employee of the Company or a Subsidiary who, individually or as part of a group, is selected by the Committee to be eligible to participate in the Plan for the Plan Year shall become a participant as of the first day of such Plan Year, unless otherwise determined by the Committee (each, a “Participant”). Except as provided in this Section III, no Participant or other employee of the Company or any Subsidiary shall, at any time, have a right to participate in the Plan for any Plan Year, notwithstanding having previously participated in the Plan.


IV.	Administration


	A.	The Committee

The Board hereby appoints the Compensation and Human Resources Committee of the Board to be the “Committee” hereunder unless a different committee is selected by the Board. The Board hereby delegates to the Committee all

5

compensation review and approval powers associated with the Plan and the Guidelines.


	B.	Powers

The Committee shall have full and exclusive discretionary power to:

1. Interpret and administer the Plan and all Awards hereunder,

2. Determine those employees of the Company and its Subsidiaries who are eligible to participate in the Plan in accordance with Section III,

3. Adopt, amend and revoke such rules, regulations, and guidelines, including the establishment of performance criteria (the “Guidelines”), for administering the Plan as the Committee may deem necessary or proper, including the full discretion not to make payment of any or all of the Bonus Declared determined in Section VI, and

4. Except to the extent prohibited by applicable law or the applicable rules of a stock exchange, or inconsistent with the Company’s Amended and Restated Bylaws, Restated Certificate of Incorporation or Committee charter, allocate all or any portion of its responsibilities and powers under this Plan to any one or more of its members or delegate all or any part of its responsibilities and powers to any person or persons selected by it. Such delegation shall include, unless limited by its terms, all of the responsibility and authority held by the Committee hereunder, and any such allocation or delegation may be revoked by the Committee at any time.


	C.	Adjustment to Payments

1. If a Participant violates any Company policy, the Company retains the right (in the discretion of the Committee) to declare forfeited any award granted to a Participant hereunder, to the extent it remains unpaid. In the event that a Participant’s Bonus Declared for the prior Plan Year has not yet been paid at the time the Company declares such Participant’s award forfeited, such forfeited amounts shall be distributed to other Participant(s) on a pro-rata basis, or distributed to other Participant(s) as otherwise determined by the Committee.

2. Awards under the Plan shall be subject to any compensation recoupment or clawback policy that the Company may adopt from time to time that is applicable by its terms to a Participant. Without limitation of the prior sentence, if (a) the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under securities laws, (b) the Committee determines a Termination for Cause occurred with respect to a Participant or (c) the Company is required by law, rule or regulation or the rules of the stock exchange on which the Company’s securities are listed, to “clawback” any amounts paid hereunder, the Committee may require any or all of the following: (i) any award granted to the Participant hereunder, to the extent it remains unpaid at the time of the restatement, be forfeited; provided, however, that in the event that a Participant’s prior Plan Year’s Bonus Declared

6

has not yet been paid at the time the Committee declares such Participant’s award forfeited, such forfeited amounts shall be distributed to other Participant(s) on a pro-rata basis, or distributed to other Participant(s) as otherwise determined by the Committee; and (ii) the Participant shall pay to the Company in cash all of the amounts paid hereunder during the three-year period (or such other period as determined by the Committee or required by law, rule or regulation or the rules of the stock exchange on which the Company’s securities are listed) prior to the date the Company is required to prepare the financial restatement based on the erroneous data or the Participant’s termination of employment, as the case may be, together with any other amounts which may be required to be paid under any law, rule or regulation or the rules of the stock exchange on which the Company’s securities are listed.


	D.	Third-Party Advisors

The Committee may employ attorneys, consultants, accountants, and other persons. the Committee and its officers shall be entitled to rely upon the advice or opinion of such persons.


	E.	Binding Effect of Committee Actions

All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Participants, the Company, and all other interested persons. No member of the Committee shall be personally liable for any action, determination, or interpretations made in good faith with respect to the Plan. All members of the Committee shall be fully protected and indemnified by the Company, to the fullest extent permitted by applicable law, in respect of any such action, determination, or interpretation of the Plan.


	F.	Foreign Jurisdiction

The Committee shall have the discretion to modify or amend the Plan, or adopt additional terms and/or conditions, as may be deemed necessary or advisable in order to comply with the local laws and regulations of any jurisdiction.


V.	Determination of Bonus Declared


	A.	Determination of SVA and Actual Improvement

1. Beginning of Plan Year Determinations. At or around the beginning of each applicable Plan Year, the following determinations shall be made:

a) The Committee shall determine, or approve the determination of, the Company’s annual SVA as of the end of the preceding Plan Year.

b) The Committee shall determine the Participants for such Plan Year.

7

c) The Committee shall determine or approve Target Bonus Percentages for each Participant and the Company’s Cost of Capital for the applicable Plan Year.

d) The Committee shall establish the Target SVA Improvement and the Bonus Interval for the applicable Plan Year.

e) The Committee shall adopt Guidelines for the applicable Plan Year.

2. End of Plan Year Determinations. After the end of each applicable Plan Year, the following determinations shall be made:

a) The Committee shall determine, or approve the determination of, the Company’s annual SVA as of the end of the Plan Year and the resulting Actual Improvement, consistent with the terms of the Plan and the Guidelines thereunder.

b) The Committee shall determine, or approve the determination of, the Declared Bonus Multiple for such Plan Year, consistent with the terms of the Plan and the Guidelines thereunder.


	B.	Determination of Bonus Declared

Each Participant’s Bonus Declared, if any, shall be determined for a Plan Year according to the following:

1. The Actual Improvement in SVA for a Plan Year shall be determined by subtracting the SVA for the immediately preceding Plan Year (or such other amount as determined by the Committee) from the SVA for the Plan Year.

2. If the Actual Improvement exceeds the Target SVA Improvement, the amount of that excess shall be the “Excess Improvement”;

3. If the Target SVA Improvement exceeds the Actual Improvement, the amount of that excess shall be the “Shortfall”;

4. The Declared Bonus Multiple shall be determined by comparing the Excess Improvement or Shortfall to the Target SVA Improvement and Bonus Interval, according to the following:

a) If the Actual Improvement equals the Target SVA Improvement, the Declared Bonus Multiple shall equal one (1).

b) If the Actual Improvement exceeds the Target SVA Improvement, the Declared Bonus Multiple shall equal the Excess Improvement divided by the Bonus Interval, plus one (1); provided, however, that if the Declared Bonus Multiple is greater than 2.0, then it shall still be deemed to be 2.0 for the purposes of this Plan and the Guidelines.

c) If the Actual Improvement is less than the Target SVA Improvement, the Declared Bonus Multiple shall equal the Shortfall (expressed as a negative number) divided by the Bonus Interval, plus one (1); provided,

8

however, that if the Declared Bonus Multiple is less than 0, then it shall still be deemed to be 0 for the purposes of this Plan and the Guidelines.

5. The Bonus Declared for each Participant shall equal the Participant’s Target Bonus, multiplied by the Declared Bonus Multiple.

6. In addition to any similar adjustment provisions contained in the Guidelines, in any evaluation of performance or determination of the Bonus Declared, the Committee may include or exclude the impact, if any, on reported financial results of any of the following events that occurs during the Plan Year: (a) asset write-downs, (b) litigation or claim judgments or settlements, (c) changes in tax laws, accounting principles or other laws or provisions, (d) reorganization or restructuring programs, (e) acquisitions or divestitures, (f) foreign exchange gains and losses, (g) gains and losses that are treated as extraordinary items under Financial Accounting Standard No. 145 (Accounting Standards Codification 225), or (h) foreign exchange gains and losses.


VI.	Payment of Bonus Declared


	A.	Payment

1. The Bonus Declared shall be paid by the Company within thirty (30) days following the Committee’s determination of the Declared Bonus Multiple, but in no event earlier than the first day of the Plan Year following the applicable Plan Year and no later than the fifteenth (15th) day of the third month following the end of the applicable Plan Year. In the event that a Participant’s prior Plan Year’s Bonus Declared has not yet been paid at the time such Participant’s award is forfeited pursuant to the terms of this Plan, such forfeited amounts shall be distributed to other Participant(s) (other than with respect to Awards designated as Performance-Based Compensation) on a pro-rata basis, or distributed to other Participant(s) as otherwise determined by the Committee.


	B.	Payment Upon Termination of Employment

1. In General. Subject to Section IV(C) and except as specified below, and unless otherwise determined by the Committee, in the event a Participant’s employment is terminated by the Company or by the Participant other than as described in Section VI(B)(2), or the Participant becomes ineligible to participate in the Plan:

a) the Participant shall not be paid any Bonus Declared for the Plan Year in which the termination occurs (the “Termination Year”), the respective Award being cancelled;

b) in the event that the prior Plan Year’s Bonus Declared has not yet been paid, the Participant shall not be paid any Bonus Declared for such prior Plan Year; provided, however, that any Awards cancelled pursuant to this VI(B)(1)(b) shall be distributed to other Participant(s) (other than with respect to Awards designated as Performance-Based Compensation) on a pro-rata basis, or distributed to other Participant(s) as otherwise determined by the Committee; and

9

c) the Participant shall have no rights or interests in the Plan thereafter.

Any payments made under this Section VI(B)(1) at the discretion of the Committee shall be within the time set forth in Section VI(A) and the Participant shall have no rights or interests in the Plan thereafter.

2. Upon Death, Disability, Retirement, or Termination by the Company Other than for Cause. Subject to Section IV(C), and unless otherwise determined by the Committee, in the event of a Participant’s death, Disability, Retirement or Termination of Service by the Company other than for Cause, the following provisions shall apply :

a) to the extent not previously paid, any Bonus Declared with respect to the Plan Year preceding the Termination Year shall be paid by the Company to the former Participant, or in the event of his or her death, to his or her estate or designated beneficiary, within the time set forth in Section VI(A);

b) with respect to the Termination Year, a Participant shall receive a pro-rated Bonus Declared determined in accordance with Section VI(A) of the Plan and such pro-rated Bonus Declared shall be paid by the Company to the former Participant, or in the event of his or her death, to his or her estate or designated beneficiary, within the time set forth in Section VI(A). For the avoidance of doubt the Bonus Declared is considered “pro-rated” because the Annual Salary used in the determination of the Bonus Declared in Section V is the final and actually paid (or fully earned, but not yet paid) pro-rated base salary; and

c) the Participant shall have no rights or interests in the Plan thereafter.

3. Condition of Payments. Except as may be waived by the Committee in its sole discretion, any payment hereunder that is due to Termination of Service by the Company or by the Participant may be subject to a requirement that the Participant execute a release of claims (including claims relating to age discrimination) in favor of the Company and its Subsidiaries and related persons at the time and in the form determined by the Company from time to time (provided that such requirement shall not cause a delay in the time of payment otherwise provided for herein).


VII.	General Provisions


	A.	No Right to Employment or Participation

No Participant or other person shall have any claim or right to be retained in the employment of the Company or a Subsidiary by reason of the Plan or any Bonus Declared. Selection for eligibility to participate in the Plan for any given Plan Year shall not entitle the Participant to participate in any subsequent Plan Year.


	B.	Plan Expenses

The expenses of the Plan and its administration shall be borne by the Company.

10


	C.	Plan Not Funded

The Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any Bonus Declared under the Plan. No Participant or other person shall have any right, title or interest in any fund or in any specific asset of the Company or any Subsidiary by reason of any award or Bonus Declared hereunder. To the extent that a Participant or other person acquires a right to receive payment with respect to a Bonus Declared hereunder, such right shall be no greater than the right of any unsecured general creditor of the Company or any Subsidiary, as applicable.


	D.	Reports

The appropriate officers of the Company shall cause to be filed any reports, returns, or other information regarding the Plan, as may be required by applicable statute, rule, or regulation.


	E.	Governing Law

The validity, construction, and effect of the Plan, and any actions relating to the Plan, shall be determined in accordance with the laws of the state of Delaware and applicable federal law, without regard to the conflicts of laws provisions of any state.


	F.	Withholding

The Company shall have the right to deduct from any payment hereunder any amounts that Federal, state, local or foreign laws require, including tax laws, with respect to such payments.


	G.	No Fiduciary Relationship

Nothing contained in the Plan (or in any document related thereto, including the Guidelines), nor the creation or adoption of the Plan, nor any action taken pursuant to the provisions of the Plan shall create, or be construed to create, a trust of any kind or a fiduciary relationship between the Company or any Subsidiary and any Participant or other person.


	H.	Severability

If any provision of the Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions hereof; instead, each provision shall be fully severable and the Plan shall be construed and enforced as if said illegal or invalid provision had never been included herein.


	I.	Successors

All obligations of the Company under the Plan shall be binding upon and inure to the benefit of any successor to the Company, whether the existence of such

11

successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.


VIII.	Amendment and Termination of the Plan; Change in Control; 409A


	A.	Amendment and Termination of the Plan.

1. The Board may, from time to time, amend the Plan in any respect, or may discontinue or terminate the Plan at any time, provided, however, that:

a) Impact on Existing Rights. Except as required by law, no amendment, discontinuance or termination of the Plan shall alter or otherwise affect the amount of a Bonus Declared prior to the date of termination;

b) Impact on SVA Performance Measurement System. No amendment shall be made which would replace the SVA performance measurement system for purposes of determining the Bonus Declared under the Plan during a Plan Year for such Plan Year, provided that, subject to Section VIII(D), the Board or Committee shall have the authority to adjust and establish Target SVA Improvement, Target Bonus Percentages, and other criteria utilized in the SVA performance measurement system during a Plan Year due to, among other reasons, (i) a change in the Company’s business, operations, corporate or capital structure, (ii) a change in the manner in which the Company’s business is conducted, or (iii) any other material change or event which will impact one or more elements of SVA in a manner the Committee did not intend or was anticipated, then the Committee may, reasonably contemporaneously with such change or event, make such adjustments as it shall deem appropriate or equitable in the manner of computing the relevant SVA performance measurement system during the Plan Year; and

c) Consequence of Full Termination of Plan. Subject to Section VIII(D), if the Plan is terminated prior to the end of a Plan Year, the Bonus Declared for that Plan Year shall be determined and paid to a Participant as set forth in Sections V and VI of the Plan, assuming that Target SVA Improvement for that Plan Year had been achieved, then pro-rated for the actual number of days in the Plan Year before the Plan was terminated. Any such payment shall be subject to the terms and conditions of this Plan.


	B.	Consequence of Change in Control

1. The Committee shall determine the treatment of the Bonus Declared to Participants prior to a Change in Control, except that to the extent that the Committee takes no action (and except as otherwise expressly provided for in the Guidelines), in the event of a Change in Control, then the Bonus Declared for that Plan Year shall be determined and paid as set forth in Sections V and VI of the Plan, but assuming that Target SVA Improvement for that Plan Year had been achieved prior to the Change in Control, and pro-rating it for the actual number of days in the Plan Year before the Change in Control, such Bonus Declared shall be paid within the sixty (60) day period following the effective time of the Change in Control.

12

2. Except as expressly provided for in the Guidelines, the Committee may elect prior to a Change in Control, that, in the event of a Change in Control, the Plan shall continue on in full force and effect or be assumed or an equivalent Plan be implemented by the successor corporation in any Change in Control transaction, or parent or subsidiary of such successor corporation.


	C.	Section 409A

This Plan is intended to be exempt from Section 409A. However, to the extent Section 409A applies to any payment hereunder, notwithstanding anything to the contrary in this Plan the following shall apply:

1. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable pursuant to this Plan during the six-month period immediately following the Participant’s termination of employment shall instead be paid on the first business day after the date that is six months following the Participant’s “separation from service” within the meaning of Section 409A;

2. A Participant shall not be entitled to any payments resulting from or arising due to a “termination of employment”, “termination” or “retirement” (or other similar term having a similar import) unless (and until) such Participant has “separated from service” within the meaning of Section 409A;

3. It is intended that each payment or installment of a payment and each benefit provided under this Plan shall be treated as a separate “payment” for purposes of Section 409A;

4. A Change in Control shall not be deemed to have occurred unless such transaction or series of related transactions, constitutes a change in ownership of the Company, a change in effective control of the Company, a change in ownership of a substantial portion of the Company’s assets, each under Section 409A or otherwise constitutes a change on control within the meaning of Section 409A; and

5. To the extent any provision of the Plan or action by the Committee would subject any Participant to liability for interest or additional taxes under Section 409A, it will be deemed null and void, to the extent permitted by law and deemed advisable by the Committee. It is intended that the Plan will be exempt from Section 409A (or if subject to Section 409A, compliant with Section 409A), and the Plan shall be interpreted and construed on a basis consistent with such intent. The Plan may be amended in any respect deemed necessary (including retroactively) by the Board in order to preserve exemption from (or compliance with) Section 409A. The preceding shall not be construed as a guarantee of any particular tax effect for Plan payments. A Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on such person in connection with any payments to such person under the Plan (including any taxes and penalties under Section 409A), and the Company (or any affiliate or

13

subsidiary) shall have no obligation to indemnify or otherwise hold a Participant harmless from any or all of such taxes or penalties.

9

14

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 September 28, 2023;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 2, 2023

/s/ Jeffrey T. Sanfilippo

Jeffrey T. Sanfilippo

Chairman of the Board and

Chief Executive Officer

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 September 28, 2023;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 2, 2023

/s/ Frank S. Pellegrino

Frank S. Pellegrino

Chief Financial Officer, Executive Vice President, Finance and Administration

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 September 28, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeffrey T. Sanfilippo, Chief Executive Officer and Chairman of the Board, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that based on my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

November 2, 2023

/s/ Jeffrey T. Sanfilippo

Jeffrey T. Sanfilippo

Chief Executive Officer and Chairman of the Board

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 September 28, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Frank S. Pellegrino, Chief Financial Officer, Executive Vice President, Finance and Administration, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that based on my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

November 2, 2023

/s/ Frank S. Pellegrino

Frank S. Pellegrino

Chief Financial Officer, Executive Vice President, Finance and Administration

Cover Page - shares	3 Months Ended
Cover Page - shares	Sep. 28, 2023	Oct. 26, 2023
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 28, 2023
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
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
Securities Act 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		8,973,031
Class A Common Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		2,597,426

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended
	Sep. 28, 2023	Sep. 29, 2022
Statement of Comprehensive Income [Abstract]
Net sales	$ 234,105	$ 252,601
Cost of sales	177,083	201,958
Gross profit	57,022	50,643
Operating expenses:
Selling expenses	21,992	17,982
Administrative expenses	10,453	10,247
Total operating expenses	32,445	28,229
Income from operations	24,577	22,414
Other expense:
Interest expense including $178 and $193 to related parties	227	661
Rental and miscellaneous expense, net	356	402
Pension expense (excluding service costs)	350	349
Total other expense, net	933	1,412
Income before income taxes	23,644	21,002
Income tax expense	6,056	5,457
Net income	17,588	15,545
Other comprehensive income:
Amortization of actuarial loss included in net periodic pension cost	0	7
Income tax expense related to pension adjustments	0	(1)
Other comprehensive income , net of tax	0	6
Comprehensive income	$ 17,588	$ 15,551
Net income per common share — basic	$ 1.52	$ 1.35
Net income per common share — diluted	$ 1.51	$ 1.34

Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($)	3 Months Ended
	Sep. 28, 2023	Sep. 29, 2022
Interest Expense	$ 227,000	$ 661,000
Related Party [Member]
Interest Expense	$ 178	$ 193

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 28, 2023	Jun. 29, 2023	Sep. 29, 2022
CURRENT ASSETS:
Cash	$ 838	$ 1,948	$ 298
Accounts receivable, less allowance for doubtful accounts of $305, $267 and $280	68,363	72,734	76,401
Inventories	174,789	172,936	192,098
Prepaid expenses and other current assets	7,603	6,812	6,746
TOTAL CURRENT ASSETS	251,593	254,430	275,543
PROPERTY, PLANT AND EQUIPMENT:
Land	9,150	9,150	9,150
Buildings	104,982	104,150	102,837
Machinery and equipment	267,313	261,706	251,998
Furniture and leasehold improvements	5,275	5,275	5,296
Vehicles	729	729	614
Construction in progress	7,480	7,123	6,926
Property, plant and equipment gross	394,929	388,133	376,821
Less: Accumulated depreciation	271,418	267,336	255,948
Property, plant and equipment net	123,511	120,797	120,873
Rental investment property, less accumulated depreciation of $14,238, $13,632 and $13,431	14,482	14,684	15,289
TOTAL PROPERTY, PLANT AND EQUIPMENT	137,993	135,481	136,162
OTHER LONG TERM ASSETS:
Intangible assets, net	6,216	6,658	7,621
Deferred income taxes	3,461	3,592	3,231
Goodwill	11,750	11,750	9,650
Operating Lease, Right-of-Use Asset	6,845	6,427	2,430
Other assets	6,995	6,949	6,134
TOTAL ASSETS	424,853	425,287	440,771
CURRENT LIABILITIES:
Revolving credit facility borrowings	6,008	0	42,624
Current maturities of long-term debt, net, including related party debt of $657, $614 and $600	688	672	2,046
Accounts payable	51,922	42,680	51,222
Bank overdraft	669	285	488
Accrued payroll and related benefits	12,034	27,572	12,166
Other accrued expenses	17,980	14,479	17,624
TOTAL CURRENT LIABILITIES	89,301	85,688	126,170
LONG-TERM LIABILITIES:
Long-term debt, less current maturities, net, including related party debt of $7,276, $7,774 and $7,933	6,924	7,102	7,612
Retirement plan	26,788	26,653	28,753
Long-term operating lease liabilities, net of current portion	5,136	4,771	1,242
Long-term workers' compensation liabilities	7,304	7,321	7,422
Other	2,033	1,545	409
TOTAL LONG-TERM LIABILITIES	48,185	47,392	45,438
TOTAL LIABILITIES	137,486	133,080	171,608
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Capital in excess of par value	132,733	131,986	129,572
Retained earnings	155,925	161,512	143,153
Accumulated other comprehensive loss	(204)	(204)	(2,474)
Treasury stock, at cost; 117,900 shares of Common Stock	(1,204)	(1,204)	(1,204)
TOTAL STOCKHOLDERS' EQUITY	287,367	292,207	269,163
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	424,853	425,287	440,771
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	$ 91	$ 90

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 28, 2023	Jun. 29, 2023	Sep. 29, 2022
Allowance for doubtful accounts for accounts receivable, current	$ 281	$ 283	$ 305
Accumulated depreciation of rental investment property	14,641	14,439	13,834
Due to related party, current	688	672	628
Due to Related Party, Noncurrent	$ 6,924	$ 7,102	$ 7,612
Common shares, Treasury stock	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	9,090,931	9,076,326	9,047,359

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock [Member]	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 [Member]
Balance at Jun. 30, 2022	$ 278,821	$ 90	$ 128,800	$ 153,589	$ (2,480)	$ (1,204)	$ 26
Balance, Shares at Jun. 30, 2022		9,047,359					2,597,426
Net Income (Loss)	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	$ 90	129,572	143,153	(2,474)	(1,204)	$ 26
Balance, Shares at Sep. 29, 2022		9,047,359					2,597,426
Balance at Jun. 29, 2023	292,207	$ 91	131,986	161,512	(204)	(1,204)	$ 26
Balance, Shares at Jun. 29, 2023		9,076,326					2,597,426
Net Income (Loss)	17,588			17,588
Cash dividends	(23,175)			(23,175)
Equity award exercises		14,605
Stock-based compensation expense	747		747
Balance at Sep. 28, 2023	$ 287,367	$ 91	$ 132,733	$ 155,925	$ (204)	$ (1,204)	$ 26
Balance, Shares at Sep. 28, 2023		9,090,931					2,597,426

Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Sep. 28, 2023	Sep. 29, 2022
Statement of Stockholders' Equity [Abstract]
Cash dividends per common share	$ 2	$ 2.25
Pension liability amortization income tax expense	$ 0	$ 1

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Sep. 28, 2023	Sep. 29, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 17,588	$ 15,545
Depreciation and amortization	5,236	4,961
Loss on disposition of assets, net	126	5
Deferred income tax expense	131	5
Stock-based compensation expense	747	772
Change in assets and liabilities:
Accounts receivable, net	4,511	(6,790)
Inventories	(1,853)	12,757
Prepaid expenses and other current assets	(791)	1,537
Accounts payable	8,796	3,216
Accrued expenses	(15,881)	(5,265)
Income taxes payable	3,844	3,815
Other long-term assets and liabilities	(348)	215
Other, net	(225)	(127)
Net cash provided by operating activities	21,881	30,646
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	(5,993)	(5,918)
Other, net	(53)	(56)
Net cash used in investing activities	(6,046)	(5,974)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net short-term borrowings	6,008	2,185
Principal payments on long-term debt	(162)	(1,267)
Increase in bank overdraft	384	274
Dividends paid	(23,175)	(25,981)
Net cash used in financing activities	(16,945)	(24,789)
NET DECREASE IN CASH AND CASH EQUIVALENTS	(1,110)	(117)
Cash, beginning of period	1,948	415
Cash, end of period	$ 838	$ 298

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 28, 2023	Sep. 29, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ 17,588	$ 15,545

Insider Trading Arrangements

3 Months Ended

Sep. 28, 2023

shares

Trading Arrangements, by Individual

Material Terms of Trading Arrangement

Rule 10b5-1 Trading Arrangement

The following table shows our directors and officers that adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act:


Name & Position		Adoption Date		Shares of the Company's Common Stock				Expiration Date(1)
Ellen C. Taaffe, Director		September 20, 2023			1,070			June 20, 2024
Jeffrey T. Sanfilippo, Chief Executive Officer		September 25, 2023			5,212			September 25, 2024
Jasper B. Sanfilippo, Jr., Chief Operating Officer		September 25, 2023			5,212			September 25, 2024
James J. Sanfilippo, Director		September 26, 2023			1,070			September 30, 2024

(1)

The plan expires on the date in this column, or upon the earlier completion of all authorized transactions under the Rule 10b5-1 plan.

During the three months ended September 28, 2023, other than noted above, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

Rule 10b5-1 Arrangement Adopted

false

Non-Rule 10b5-1 Arrangement Adopted

false

Rule 10b5-1 Arrangement Terminated

false

Non-Rule 10b5-1 Arrangement Terminated

false

Ellen C. Taaffe

Trading Arrangements, by Individual

Ellen C. Taaffe

Director

Rule 10b5-1 Arrangement Adopted

true

Non-Rule 10b5-1 Arrangement Adopted

false

September 20, 2023

Rule 10b5-1 Arrangement Terminated

true

Non-Rule 10b5-1 Arrangement Terminated

false

Termination Date

June 20, 2024

^[1]

Aggregate Available

1,070

Jeffrey T. Sanfilippo

Trading Arrangements, by Individual

Jeffrey T. Sanfilippo

Chief Executive Officer

Rule 10b5-1 Arrangement Adopted

true

Non-Rule 10b5-1 Arrangement Adopted

false

September 25, 2023

Rule 10b5-1 Arrangement Terminated

true

Non-Rule 10b5-1 Arrangement Terminated

false

Termination Date

September 25, 2024

^[1]

Aggregate Available

5,212

Jasper B. Sanfilippo, Jr.

Trading Arrangements, by Individual

Jasper B. Sanfilippo, Jr.

Chief Operating Officer

Rule 10b5-1 Arrangement Adopted

true

Non-Rule 10b5-1 Arrangement Adopted

false

September 25, 2023

Rule 10b5-1 Arrangement Terminated

true

Non-Rule 10b5-1 Arrangement Terminated

false

Termination Date

September 25, 2024

^[1]

Aggregate Available

5,212

James J. Sanfilippo

Trading Arrangements, by Individual

James J. Sanfilippo

Director

Rule 10b5-1 Arrangement Adopted

true

Non-Rule 10b5-1 Arrangement Adopted

false

September 26, 2023

Rule 10b5-1 Arrangement Terminated

true

Non-Rule 10b5-1 Arrangement Terminated

false

Termination Date

September 30, 2024

^[1]

Aggregate Available

1,070

[1]	The plan expires on the date in this column, or upon the earlier completion of all authorized transactions under the Rule 10b5-1 plan.

Basis of Presentation and Description of Business

3 Months Ended

Sep. 28, 2023

Accounting Policies [Abstract]

Basis of Presentation and Description of Business

Note 1 – Basis of Presentation and Description of Business

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

•

References herein to fiscal 2024 and fiscal 2023 are to the fiscal year ending June 27, 2024 and the fiscal year ending June 29, 2023, respectively.

•

References herein to the first quarter of fiscal 2024 and fiscal 2023 are to the quarters ended September 28, 2023 and September 29, 2022, respectively.

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

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

The interim results of operations are not necessarily indicative of the results to be expected for a full year. The balance sheet data as of June 29, 2023 was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). Accordingly, these unaudited financial statements and related notes should be read in conjunction with the audited consolidated financial statements and notes thereto included in our 2023 Annual Report on Form 10-K for the fiscal year ended June 29, 2023.

Revenue Recognition

3 Months Ended

Sep. 28, 2023

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Note 2 – Revenue Recognition

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

When Performance Obligations Are Satisfied

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

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

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

Variable Consideration

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

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

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

Contract Balances

Contract assets or liabilities result from transactions with revenue recorded over time. If the measure of remaining rights exceeds the measure of the remaining performance obligations, the Company records a contract asset. Conversely, if the measure of the remaining performance obligations exceeds the measure of the remaining rights, the Company records a contract liability. The contract asset balance at September 29, 2022 was $562 and was recorded in the caption “Prepaid expenses and other current assets” on the Consolidated Balance Sheets. There was no contract asset balance for the other periods presented. The Company generally does not have material deferred revenue or contract liability balances arising from transactions with customers.

Disaggregation of Revenue

Revenue disaggregated by sales channel is as follows:


		For the Quarter Ended
Distribution Channel		September 28, 2023				September 29, 2022
Consumer		$	184,334			$	196,547
Commercial Ingredients			28,135				31,507
Contract Packaging			21,636				24,547
Total		$	234,105			$	252,601

Leases

3 Months Ended

Sep. 28, 2023

Leases [Abstract]

Note 3 – Leases

Description of Leases

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

Through a review of our contracts, we determine if an arrangement is a lease at inception and analyze the lease to determine if it is operating or finance. Operating lease right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental collateralized borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Implicit rates are used when readily determinable. None of our leases currently contain options to extend the term. In the event of an option to extend the term of a lease, the lease term used in measuring the liability would include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the respective lease term. Our leases have remaining terms of up to 5.8 years.

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

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


	September 28, 2023				June 29, 2023				September 29, 2022				Affected Line Item in Consolidated Balance Sheets
Assets
Operating lease right-of-use assets	$	6,845			$	6,427			$	2,430			Operating lease right-of-use assets
Total lease right-of-use assets	$	6,845			$	6,427			$	2,430

Liabilities
Current:
Operating leases	$	1,775			$	1,729			$	1,215			Other accrued expenses
Noncurrent:
Operating leases		5,136				4,771				1,242			Long-term operating lease liabilities
Total lease liabilities	$	6,911			$	6,500			$	2,457

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


		For the Quarter Ended
		September 28, 2023				September 29, 2022
Operating lease costs (a)		$	670			$	474
Variable lease costs (b)			(174	)			57
Total lease cost		$	496			$	531

(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 Quarter Ended
		September 28, 2023				September 29, 2022
Operating cash flows information:
Cash paid for amounts included in measurements for lease liabilities		$	578			$	402

Non-cash activity:
Right-of-use assets obtained in exchange for new operating lease obligations		$	860			$	496


		September 28, 2023				June 29, 2023				September 29, 2022
Weighted average remaining lease term (in years)			4.4				4.4				2.5
Weighted average discount rate			6.8	%			6.7	%			4.6	%

Maturities of operating lease liabilities as of September 28, 2023 are as follows:


Fiscal Year Ending
June 27, 2024 (excluding the quarter ended September 28, 2023)		$	1,709
June 26, 2025			1,827
June 25, 2026			1,622
June 24, 2027			1,372
June 29, 2028			1,210
June 28, 2029			252
Thereafter			—
Total lease payment			7,992
Less imputed interest			(1,081	)
Present value of operating lease liabilities		$	6,911

At September 28, 2023, the Company has additional operating leases of approximately $351 that have not yet commenced and therefore are not reflected in the Consolidated Balance Sheets and tables above. The leases are scheduled to commence in the second quarter of fiscal 2024 with an initial lease term ranging from 2 to 6 years.

Lessor Accounting

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

Leasing revenue is as follows:


		For the Quarter Ended
		September 28, 2023				September 29, 2022
Lease income related to lease payments		$	444			$	402

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


Fiscal Year Ending
June 27, 2024 (excluding the quarter ended September 28, 2023)		$	1,543
June 26, 2025			1,477
June 25, 2026			972
June 24, 2027			930
June 29, 2028			328
June 28, 2029			336
Thereafter			1,478
		$	7,064

Inventories

3 Months Ended

Sep. 28, 2023

Inventory Disclosure [Abstract]

Note 4 – Inventories

Inventories consist of the following:


		September 28, 2023				June 29, 2023				September 29, 2022
Raw material and supplies		$	49,565			$	65,430			$	60,657
Work-in-process and finished goods			125,224				107,506				131,441
Total		$	174,789			$	172,936			$	192,098

Goodwill and Intangible Assets

3 Months Ended

Sep. 28, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Note 5 – Goodwill and Intangible Assets

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


		September 28, 2023				June 29, 2023				September 29, 2022
Customer relationships		$	21,350			$	21,350			$	21,100
Brand names			17,070				17,070				16,990
Non-compete agreement			300				300				270
			38,720				38,720				38,360
Less accumulated amortization:
Customer relationships			(20,095	)			(19,834	)			(19,053	)
Brand names			(12,134	)			(11,955	)			(11,425	)
Non-compete agreement			(275	)			(273	)			(261	)
			(32,504	)			(32,062	)			(30,739	)
Net intangible assets		$	6,216			$	6,658			$	7,621

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 $442 for the quarter ended September 28, 2023. Amortization expense for the remainder of fiscal 2024 is expected to be approximately $1,123 and expected amortization expense the next five fiscal years is as follows:


Fiscal Year Ending
June 26, 2025		$	1,213
June 25, 2026			880
June 24, 2027			706
June 29, 2028			528
June 28, 2029			400

Our net goodwill at September 28, 2023 was comprised of $9,650 from the Squirrel Brand acquisition completed in fiscal 2018 and $2,100 from the Just the Cheese brand acquisition completed in fiscal 2023. The changes in the carrying amount of goodwill since June 30, 2022 are as follows:


Gross goodwill balance at June 30, 2022		$	18,416
Accumulated impairment losses			(8,766	)
Net goodwill balance at June 30, 2022			9,650
Goodwill acquired during fiscal 2023			2,100
Net balance at June 29, 2023			11,750
Goodwill acquired during fiscal 2024			—
Net balance at September 28, 2023		$	11,750

Credit Facility

3 Months Ended

Sep. 28, 2023

Debt Disclosure [Abstract]

Credit Facility

Note 6 – Credit Facility

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

At September 28, 2023, we had $107,302 of available credit under the Credit Facility which reflects borrowings of $6,008 and reduced availability as a result of $4,190 in outstanding letters of credit. As of September 28, 2023, we were in compliance with all financial covenants under the Credit Facility.

For information about the most recent amendment to our Amended and Restated Credit Agreement (as defined below) see Note 14‒Subsequent Events.

Earnings Per Common Share

3 Months Ended

Sep. 28, 2023

Earnings Per Share [Abstract]

Earnings Per Common Share

Note 7 – Earnings Per Common Share

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


		For the Quarter Ended
		September 28, 2023				September 29, 2022
Weighted average number of shares outstanding – basic			11,594,960				11,553,432
Effect of dilutive securities:
Restricted stock units			79,782				63,681
Weighted average number of shares outstanding – diluted			11,674,742				11,617,113

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

Stock-Based Compensation Plans

3 Months Ended

Sep. 28, 2023

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation Plans

Note 8 – Stock-Based Compensation Plans

During the quarter ended September 28, 2023 there was no significant restricted stock unit ("RSU") activity. Compensation expense attributable to stock-based compensation during the first quarter of fiscal 2024 and fiscal 2023 was $747 and $772, respectively. As of September 28, 2023, there was $3,341 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 1.1 years.

Retirement Plan

3 Months Ended

Sep. 28, 2023

Retirement Benefits [Abstract]

Retirement Plan

Note 9 – 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
		September 28, 2023				September 29, 2022
Service cost		$	63			$	200
Interest cost			350				342
Amortization of loss			—				7
Net periodic benefit cost		$	413			$	549

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.

Accumulated Other Comprehensive Loss

3 Months Ended

Sep. 28, 2023

Accumulated Other Comprehensive Loss [Abstract]

Accumulated Other Comprehensive Loss

Note 10 – Accumulated Other Comprehensive Loss

The table below sets forth the changes to accumulated other comprehensive loss (“AOCL”) for the quarter ended September 28, 2023 and September 29, 2022. These changes are all related to our defined benefit pension plan.


		For the Quarter Ended
Changes to AOCL (a)		September 28, 2023				September 29, 2022
Balance at beginning of period		$	(204	)		$	(2,480	)
Other comprehensive income before reclassifications			—				—
Amounts reclassified from accumulated other comprehensive loss			—				7
Tax effect			—				(1	)
Net current-period other comprehensive income			—				6
Balance at end of period		$	(204	)		$	(2,474	)

(a)

Amounts in parenthesis indicate debits/expense.

The reclassifications out of AOCL for the quarter ended September 28, 2023 and September 29, 2022 were as follows:


	For the Quarter Ended								Affected Line Item
Reclassifications from AOCL to Earnings (b)	September 28, 2023				September 29, 2022				Consolidated Statements of Comprehensive Income
Amortization of defined benefit pension items:
Unrecognized net loss	$	—			$	(7	)		Pension expense (excluding service costs)
Tax effect		—				1			Income tax expense
Amortization of defined pension items, net of tax	$	—			$	(6	)

(b)

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

Commitments and Contingent Liabilities

3 Months Ended

Sep. 28, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingent Liabilities

Note 11 – Commitments and Contingent Liabilities

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

Fair Value of Financial Instruments

3 Months Ended

Sep. 28, 2023

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Note 12 – 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:


		September 28, 2023				June 29, 2023				September 29, 2022
Carrying value of current and long-term debt:		$	7,612			$	7,774			$	9,660
Fair value of current and long-term debt:			7,033				7,421				9,583

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.

Recent Accounting Pronouncements

3 Months Ended

Sep. 28, 2023

Accounting Changes and Error Corrections [Abstract]

Recent Accounting Pronouncements

Note 13 – 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.

Subsequent Event

3 Months Ended

Sep. 28, 2023

Subsequent Events [Abstract]

Subsequent Events

Note 14 – Subsequent Events

On September 29, 2023, we completed the acquisition of certain assets from TreeHouse Foods, Inc. (the “Seller”) relating to its snack bars business. The acquired assets include inventory, a manufacturing facility and related equipment located in Lakeville, Minnesota, and customer relationships, among others (the "Lakeville Acquisition"). The initial purchase price was approximately $61,252 in cash, which included approximately $37,346 of inventory, and is subject to certain post-closing adjustments. In November 2023, we expect to receive $2,435 from the Seller for a purchase price adjustment to the final inventory acquired, for a revised net purchase price of approximately $58,817. The initial accounting for this business combination is incomplete as we are awaiting the fair value analysis and therefore the required ASC 805 disclosures are not available to be made. The purchase price for the Lakeville Acquisition was funded from borrowings under the Credit Facility as amended by the Second Amendment.

On September 29, 2023, we entered into the Second Amendment to our Amended and Restated Credit Agreement (the "Second Amendment"), which (among other things) increased the borrowing capacity under the Credit Facility to $150,000 from $117,500 to provide extra available capacity for the short-term working capital requirements of the business acquired pursuant to the Lakeville Acquisition. The Second Amendment also extends the maturity date of the Credit Facility to September 29, 2028.

Revenue Recognition (Tables)

3 Months Ended

Sep. 28, 2023

Revenue from Contract with Customer [Abstract]

Summary of Revenue Disaggregated by Sales Channel

Revenue disaggregated by sales channel is as follows:


		For the Quarter Ended
Distribution Channel		September 28, 2023				September 29, 2022
Consumer		$	184,334			$	196,547
Commercial Ingredients			28,135				31,507
Contract Packaging			21,636				24,547
Total		$	234,105			$	252,601

Leases (Tables)

3 Months Ended

Sep. 28, 2023

Leases [Abstract]

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

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


	September 28, 2023				June 29, 2023				September 29, 2022				Affected Line Item in Consolidated Balance Sheets
Assets
Operating lease right-of-use assets	$	6,845			$	6,427			$	2,430			Operating lease right-of-use assets
Total lease right-of-use assets	$	6,845			$	6,427			$	2,430

Liabilities
Current:
Operating leases	$	1,775			$	1,729			$	1,215			Other accrued expenses
Noncurrent:
Operating leases		5,136				4,771				1,242			Long-term operating lease liabilities
Total lease liabilities	$	6,911			$	6,500			$	2,457

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
		September 28, 2023				September 29, 2022
Operating lease costs (a)		$	670			$	474
Variable lease costs (b)			(174	)			57
Total lease cost		$	496			$	531

(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 Quarter Ended
		September 28, 2023				September 29, 2022
Operating cash flows information:
Cash paid for amounts included in measurements for lease liabilities		$	578			$	402

Non-cash activity:
Right-of-use assets obtained in exchange for new operating lease obligations		$	860			$	496

Summary of other information


		September 28, 2023				June 29, 2023				September 29, 2022
Weighted average remaining lease term (in years)			4.4				4.4				2.5
Weighted average discount rate			6.8	%			6.7	%			4.6	%

Summary of maturities of operating lease liabilities

Maturities of operating lease liabilities as of September 28, 2023 are as follows:


Fiscal Year Ending
June 27, 2024 (excluding the quarter ended September 28, 2023)		$	1,709
June 26, 2025			1,827
June 25, 2026			1,622
June 24, 2027			1,372
June 29, 2028			1,210
June 28, 2029			252
Thereafter			—
Total lease payment			7,992
Less imputed interest			(1,081	)
Present value of operating lease liabilities		$	6,911

Summary of operating lease revenue


		For the Quarter Ended
		September 28, 2023				September 29, 2022
Lease income related to lease payments		$	444			$	402

Undiscounted fixed lease consideration under non-cancelable tenant operating leases

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


Fiscal Year Ending
June 27, 2024 (excluding the quarter ended September 28, 2023)		$	1,543
June 26, 2025			1,477
June 25, 2026			972
June 24, 2027			930
June 29, 2028			328
June 28, 2029			336
Thereafter			1,478
		$	7,064

Inventories (Tables)

3 Months Ended

Sep. 28, 2023

Inventory Disclosure [Abstract]

Components of Inventories

Inventories consist of the following:


		September 28, 2023				June 29, 2023				September 29, 2022
Raw material and supplies		$	49,565			$	65,430			$	60,657
Work-in-process and finished goods			125,224				107,506				131,441
Total		$	174,789			$	172,936			$	192,098

Goodwill and Intangible Assets (Tables)

3 Months Ended

Sep. 28, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Components of Identifiable Intangible Assets

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


		September 28, 2023				June 29, 2023				September 29, 2022
Customer relationships		$	21,350			$	21,350			$	21,100
Brand names			17,070				17,070				16,990
Non-compete agreement			300				300				270
			38,720				38,720				38,360
Less accumulated amortization:
Customer relationships			(20,095	)			(19,834	)			(19,053	)
Brand names			(12,134	)			(11,955	)			(11,425	)
Non-compete agreement			(275	)			(273	)			(261	)
			(32,504	)			(32,062	)			(30,739	)
Net intangible assets		$	6,216			$	6,658			$	7,621

Summary of Expected Amortization Expense

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


Fiscal Year Ending
June 26, 2025		$	1,213
June 25, 2026			880
June 24, 2027			706
June 29, 2028			528
June 28, 2029			400

Summary of Changes in Carrying Amount of Goodwill

The changes in the carrying amount of goodwill since June 30, 2022 are as follows:


Gross goodwill balance at June 30, 2022		$	18,416
Accumulated impairment losses			(8,766	)
Net goodwill balance at June 30, 2022			9,650
Goodwill acquired during fiscal 2023			2,100
Net balance at June 29, 2023			11,750
Goodwill acquired during fiscal 2024			—
Net balance at September 28, 2023		$	11,750

Earnings Per Common Share (Tables)

3 Months Ended

Sep. 28, 2023

Earnings Per Share [Abstract]

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

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


		For the Quarter Ended
		September 28, 2023				September 29, 2022
Weighted average number of shares outstanding – basic			11,594,960				11,553,432
Effect of dilutive securities:
Restricted stock units			79,782				63,681
Weighted average number of shares outstanding – diluted			11,674,742				11,617,113

Retirement Plan (Tables)

3 Months Ended

Sep. 28, 2023

Retirement Benefits [Abstract]

Schedule of Net Periodic Pension Cost

The components of net periodic benefit cost are as follows:


		For the Quarter Ended
		September 28, 2023				September 29, 2022
Service cost		$	63			$	200
Interest cost			350				342
Amortization of loss			—				7
Net periodic benefit cost		$	413			$	549

Accumulated Other Comprehensive Loss (Tables)

3 Months Ended

Sep. 28, 2023

Equity [Abstract]

Summary of Changes in Accumulated Other Comprehensive Loss

The table below sets forth the changes to accumulated other comprehensive loss (“AOCL”) for the quarter ended September 28, 2023 and September 29, 2022. These changes are all related to our defined benefit pension plan.


		For the Quarter Ended
Changes to AOCL (a)		September 28, 2023				September 29, 2022
Balance at beginning of period		$	(204	)		$	(2,480	)
Other comprehensive income before reclassifications			—				—
Amounts reclassified from accumulated other comprehensive loss			—				7
Tax effect			—				(1	)
Net current-period other comprehensive income			—				6
Balance at end of period		$	(204	)		$	(2,474	)

(a)

Amounts in parenthesis indicate debits/expense.

Summary of Reclassifications Out of AOCL

The reclassifications out of AOCL for the quarter ended September 28, 2023 and September 29, 2022 were as follows:


	For the Quarter Ended								Affected Line Item
Reclassifications from AOCL to Earnings (b)	September 28, 2023				September 29, 2022				Consolidated Statements of Comprehensive Income
Amortization of defined benefit pension items:
Unrecognized net loss	$	—			$	(7	)		Pension expense (excluding service costs)
Tax effect		—				1			Income tax expense
Amortization of defined pension items, net of tax	$	—			$	(6	)

(b)

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

Fair Value of Financial Instruments (Tables)

3 Months Ended

Sep. 28, 2023

Fair Value Disclosures [Abstract]

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

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


		September 28, 2023				June 29, 2023				September 29, 2022
Carrying value of current and long-term debt:		$	7,612			$	7,774			$	9,660
Fair value of current and long-term debt:			7,033				7,421				9,583

Basis of Presentation and Description of Business - Additional Information (Detail)	3 Months Ended
	Sep. 28, 2023 Channel
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of distribution channels	3

Revenue Recognition - Additional Information (Detail) - USD ($) $ in Thousands	Sep. 28, 2023	Jun. 29, 2023	Sep. 29, 2022
Revenue from Contract with Customer [Abstract]
Contract assets	$ 0	$ 0	$ 562

Revenue Recognition - Summary of Revenue Disaggregated by Sales Channel (Detail) - USD ($) $ in Thousands	3 Months Ended
	Sep. 28, 2023	Sep. 29, 2022
Disaggregation of Revenue [Line Items]
Total	$ 234,105	$ 252,601
Consumer [Member]
Disaggregation of Revenue [Line Items]
Total	184,334	196,547
Commercial Ingredients [Member]
Disaggregation of Revenue [Line Items]
Total	28,135	31,507
Contract Packaging [Member]
Disaggregation of Revenue [Line Items]
Total	$ 21,636	$ 24,547

Leases - Additional Information (Detail) $ in Thousands	Sep. 28, 2023 USD ($)
Operating Leased Assets [Line Items]
Operating Leases Not Yet Commenced	$ 351
Maximum [Member]
Operating Leased Assets [Line Items]
Remaining lease term	5 years 9 months 18 days
Lessee, Operating Lease, Lease Not yet Commenced, Term of Contract	6 years
Minimum [Member]
Operating Leased Assets [Line Items]
Lessee, Operating Lease, Lease Not yet Commenced, Term of Contract	2 years

Leases - Operating Lease Assets And Liabilities (Detail) - USD ($) $ in Thousands	Sep. 28, 2023	Jun. 29, 2023	Sep. 29, 2022
Assets
Operating lease right-of-use assets	$ 6,845	$ 6,427	$ 2,430
Current
Operating Lease, Liability, Current	1,775	1,729	1,215
Noncurrent
Operating Lease, Liability, Noncurrent	5,136	4,771	1,242
Total lease liabilities	$ 6,911	$ 6,500	$ 2,457

Leases - Lease Cost (Detail) - USD ($)
$ in Thousands

3 Months Ended

Sep. 28, 2023

Sep. 29, 2022

Leases [Abstract]

Operating lease costs

^[1]

$ 670

$ 474

Variable lease costs

^[2]

174

57

Total lease cost

$ 496

$ 531

[1]	Includes short-term leases which are immaterial.
[2]	Variable lease costs consist of sales tax and lease overtime charges.

Leases - Operating Leases Cash Flow Related Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Sep. 28, 2023	Sep. 29, 2022
Operating cash flows information:
Cash paid for amounts included in measurements for lease liabilities	$ 578	$ 402
Non-cash activity:
Right-of-use assets obtained in exchange for new operating lease obligations	$ 860	$ 496

Leases - Other Information Related to Operating Lease (Detail)	Sep. 28, 2023	Jun. 29, 2023	Sep. 29, 2022
Leases [Abstract]
Weighted average remaining lease term (in years)	4 years 4 months 24 days	4 years 4 months 24 days	2 years 6 months
Weighted average discount rate	6.80%	6.70%	4.60%

Leases - Lessee Operating Lease Liability Maturity (Detail) - USD ($) $ in Thousands	Sep. 28, 2023	Jun. 29, 2023	Sep. 29, 2022
Leases [Abstract]
June 27, 2024 (excluding the quarter ended September 28, 2023)	$ 1,709
June 26, 2025	1,827
June 25, 2026	1,622
June 24, 2027	1,372
June 29, 2028	1,210
June 28, 2029	252
Thereafter	0
Total lease payment	7,992
Less imputed interest	(1,081)
Operating Lease, Liability	$ 6,911	$ 6,500	$ 2,457

Leases - Operating Lease Revenue (Detail) - USD ($) $ in Thousands	3 Months Ended
	Sep. 28, 2023	Sep. 29, 2022
Leases [Abstract]
Lease income related to lease payments	$ 444	$ 402

Leases - Lessor Operating Lease Payments To Be Received Maturity (Detail)	Sep. 28, 2023 USD ($)
Leases [Abstract]
June 27, 2024 (excluding the quarter ended September 28, 2023)	$ 1,543
June 26, 2025	1,477
June 25, 2026	972
June 24, 2027	930
June 29, 2028	328
June 28, 2029	336
Thereafter	1,478
Total	$ 7,064,000

Inventories - Components of Inventories (Detail) - USD ($) $ in Thousands	Sep. 28, 2023	Jun. 29, 2023	Sep. 29, 2022
Inventory Disclosure [Abstract]
Raw material and supplies	$ 49,565	$ 65,430	$ 60,657
Work-in-process and finished goods	125,224	107,506	131,441
Total	$ 174,789	$ 172,936	$ 192,098

Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Sep. 28, 2023	Jun. 29, 2023	Sep. 29, 2022	Jun. 30, 2022
Goodwill and Intangible Assets [Line Items]
Amortization expense for remainder of fiscal 2023	$ 1,123
Goodwill related to acquisition	11,750	$ 11,750	$ 9,650	$ 9,650
Administrative Expenses [Member]
Goodwill and Intangible Assets [Line Items]
Amortization of intangible assets	442
Squirrel Brand [Member]
Goodwill and Intangible Assets [Line Items]
Goodwill related to acquisition	9,650
Just The Cheese Brand Acquisition [Member]
Goodwill and Intangible Assets [Line Items]
Goodwill related to acquisition	$ 2,100

Goodwill and Intangible Assets - Components of Identifiable Intangible Assets (Detail) - USD ($) $ in Thousands	Sep. 28, 2023	Jun. 29, 2023	Sep. 29, 2022
Finite-Lived Intangible Assets [Line Items]
Total intangible assets, gross	$ 38,720	$ 38,720	$ 38,360
Less accumulated amortization:
Total accumulated amortization	(32,504)	(32,062)	(30,739)
Net intangible assets	6,216	6,658	7,621
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets, gross	21,350	21,350	21,100
Less accumulated amortization:
Total accumulated amortization	(20,095)	(19,834)	(19,053)
Brand Names [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets, gross	17,070	17,070	16,990
Less accumulated amortization:
Total accumulated amortization	(12,134)	(11,955)	(11,425)
Non-compete Agreement [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets, gross	300	300	270
Less accumulated amortization:
Total accumulated amortization	$ (275)	$ (273)	$ (261)

Goodwill and Intangible Assets - Summary of Expected Amortization Expense (Detail) $ in Thousands	Sep. 28, 2023 USD ($)
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]
June 26, 2025	$ 1,213
June 25, 2026	880
June 24, 2027	706
June 29, 2028	528
June 28, 2029	$ 400

Goodwill and Intangible Assets - Summary of Changes in Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Sep. 28, 2023	Jun. 29, 2023	Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Gross goodwill balance at June 30, 2022			$ 18,416
Accumulated impairment losses		$ (8,766)
Beginning, Net balance	$ 11,750	9,650
Goodwill acquired during the period	0	2,100
Ending, Net balance	$ 11,750	$ 11,750

Credit Facility - Additional Information (Detail) - Senior Secured Revolving Credit Facility [Member] - USD ($) $ in Thousands	Sep. 28, 2023	Mar. 05, 2020
Debt Instrument [Line Items]
Revolving loan commitment and letter of credit sub facility		$ 117,500
Available credit under the Credit Facility	$ 107,302
Outstanding letters of credit	4,190
Revolving credit facility borrowings	$ 6,008

Earnings Per Common Share - Weighted Average Shares Outstanding Used in Computing Basic and Diluted Earnings Per Share (Detail) - shares	3 Months Ended
	Sep. 28, 2023	Sep. 29, 2022
Weighted Average Number of Shares Outstanding Reconciliation [Abstract]
Weighted Average Number of Shares Outstanding, Basic	11,594,960	11,553,432
Effect of dilutive securities:
Restricted stock units	79,782	63,681
Weighted average number of shares outstanding – diluted	11,674,742	11,617,113

Earnings Per Common Share - Additional Information (Detail) - shares	3 Months Ended
	Sep. 28, 2023	Sep. 29, 2022
Earnings Per Share [Abstract]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	0	0

Stock-Based Compensation Plans - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Sep. 28, 2023	Sep. 29, 2022
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 1 month 6 days
Share-Based Payment Arrangement, Noncash Expense, Total	$ 747	$ 772
Unrecognized compensation expense related to non-vested share-based compensation	$ 3,341

Retirement Plan - Schedule of Net Periodic Benefit Cost (Detail) - USD ($) $ in Thousands	3 Months Ended
	Sep. 28, 2023	Sep. 29, 2022
Retirement Benefits [Abstract]
Service cost	$ 63	$ 200
Interest cost	350	342
Amortization of loss	0	7
Net periodic benefit cost	$ 413	$ 549

Accumulated Other Comprehensive Loss - Changes in Accumulated Other Comprehensive Loss (Detail) - USD ($)
$ in Thousands

3 Months Ended

Sep. 28, 2023

Sep. 29, 2022

Accumulated Other Comprehensive Income (Loss) [Line Items]

Balance at beginning of period

$ (204)

Net current-period other comprehensive income

0

$ 6

Balance at end of period

(204)

(2,474)

Accumulated Other Comprehensive Loss [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Balance at beginning of period

^[1]

(204)

(2,480)

Other comprehensive income before reclassifications

^[1]

0

0

Amounts reclassified from accumulated other comprehensive loss

^[1]

0

7

^[1]

0

(1)

Net current-period other comprehensive income

^[1]

0

6

Balance at end of period

^[1]

$ (204)

$ (2,474)

[1]	Amounts in parenthesis indicate debits/expense

Accumulated Other Comprehensive Loss - Reclassifications Out of AOCL (Detail) - USD ($)
$ in Thousands

3 Months Ended

Sep. 28, 2023

Sep. 29, 2022

Accumulated Defined Benefit Plans Adjustment, Net Gain (Loss) Attributable to Parent [Member]

Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]

Unrecognized net loss

^[1]

$ 0

$ (7)

Amortization of Defined Benefit Pension Items [Member]

Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]

^[1]

0

1

Amortization of defined pension items, net of tax

^[1]

$ 0

$ (6)

[1]	Amounts in parenthesis indicate debits to expense. See Note 9 – “Retirement Plan” above for additional details.

Fair Value of Financial Instruments - Carrying Value and Fair Value Estimate of Current and Long-Term Debt (Details) - USD ($) $ in Thousands	Sep. 28, 2023	Jun. 29, 2023	Sep. 29, 2022
Fair Value Disclosures [Abstract]
Debt, Long-Term and Short-Term, Combined Amount, Total	$ 7,612	$ 7,774	$ 9,660
Long-Term Debt, Fair Value	$ 7,033	$ 7,421	$ 9,583

Subsequent Event (Additional Information) (Details) - USD ($) $ in Thousands	Nov. 30, 2023	Sep. 29, 2023	Sep. 28, 2023	Mar. 05, 2020
Revolving Credit Facility [Member]
Subsequent Event [Line Items]
Credit facility maximum borrowing capacity				$ 117,500
Subsequent Event [Member] \| Revolving Credit Facility [Member]
Subsequent Event [Line Items]
Credit facility maximum borrowing capacity			$ 117,500
Subsequent Event [Member] \| Revolving Credit Facility [Member] \| Maximum [Member]
Subsequent Event [Line Items]
Credit facility maximum borrowing capacity		$ 150,000
Subsequent Event [Member] \| TreeHouse Foods, Inc. [Member]
Subsequent Event [Line Items]
Business Acquisition, Effective Date of Acquisition		Sep. 29, 2023
Payments to acquire businesses	$ 58,817	$ 61,252
Business combination, recognized identifiable assets acquired, inventory		37,346
Business Combination, Adjustment, Inventory Acquired		$ 2,435

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News John B Sanfilippo and Son Inc

John B. Sanfilippo & Son, Inc. Reports Fiscal 2024 Third Quarter Results
Mittwoch 1 Mai 2024 (2 Wochen vor) • Business Wire

John B. Sanfilippo & Son, Inc. Declares $1.00 Per Share Special Dividend
Mittwoch 1 Mai 2024 (2 Wochen vor) • Business Wire

John B. Sanfilippo & Son, Inc. 3rd Quarter Fiscal Year 2024 Operating Results Conference Call
Mittwoch 24 April 2024 (3 Wochen vor) • GlobeNewswire Inc.

John B. Sanfilippo & Son, Inc Issues Allergy Alert on Undeclared Coconut and Milk in Great Value Honey Roasted Cashews 8.25 Oz
Dienstag 12 März 2024 (2 Monate vor) • Business Wire

Form 4/A - Statement of changes in beneficial ownership of securities: [Amend]
Mittwoch 21 Februar 2024 (3 Monate vor) • Edgar (US Regulatory)

Form SC 13G - Statement of acquisition of beneficial ownership by individuals
Samstag 10 Februar 2024 (3 Monate vor) • Edgar (US Regulatory)

Form 8-K/A - Current report: [Amend]
Freitag 2 Februar 2024 (3 Monate vor) • Edgar (US Regulatory)

Form 10-Q - Quarterly report [Sections 13 or 15(d)]
Donnerstag 1 Februar 2024 (3 Monate vor) • Edgar (US Regulatory)

Form 8-K - Current report
Mittwoch 31 Januar 2024 (4 Monate vor) • Edgar (US Regulatory)

John B. Sanfilippo & Son, Inc. Reports Fiscal 2024 Second Quarter Results
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Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
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