10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

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

For the quarterly period ended December 24, 2020

OR

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

Commission File Number 0-19681

JOHN B. SANFILIPPO & SON, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		36-2419677
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
1703 North Randall Road Elgin, Illinois		60123-7820
(Address of Principal Executive Offices)		(Zip Code)
	(847) 289-1800
	(Registrant’s Telephone Number, Including Area Code)

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

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

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

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

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

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

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

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

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

As of January 21, 2021, 8,868,587 shares of the Registrant’s Common Stock, $0.01 par value per share and 2,597,426 shares of the Registrant’s Class A Common Stock, $0.01 par value per share, were outstanding.

JOHN B. SANFILIPPO & SON, INC.

FORM 10-Q

FOR THE QUARTER ENDED DECEMBER 24, 2020

INDEX

	Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Statements of Comprehensive Income for the Quarter and Twenty-Six Weeks Ended December 24, 2020 and December 26, 2019		3
Consolidated Balance Sheets as of December 24, 2020, June 25, 2020 and December 26, 2019		4
Consolidated Statements of Stockholders’ Equity for the Quarter and Twenty-Six Weeks Ended December 24, 2020 and December 26, 2019		6
Consolidated Statements of Cash Flows for the Twenty-Six Weeks Ended December 24, 2020 and December 26, 2019		7
Notes to Consolidated Financial Statements		8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
Item 3. Quantitative and Qualitative Disclosures About Market Risk		29
Item 4. Controls and Procedures		29
PART II. OTHER INFORMATION
Item 1. Legal Proceedings		29
Item 1A. Risk Factors		29
Item 6. Exhibits		30
SIGNATURE		33

2

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

JOHN B. SANFILIPPO & SON, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

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

	For the Quarter Ended						For the Twenty-six Weeks Ended
	December 24, 2020			December 26, 2019			December 24, 2020			December 26, 2019
Net sales	$	233,575		$	246,423		$	443,848		$	464,269
Cost of sales		180,780			196,443			351,721			372,041
Gross profit		52,795			49,980			92,127			92,228
Operating expenses:
Selling expenses		17,694			16,103			29,778			30,215
Administrative expenses		7,305			9,411			15,680			18,485
Total operating expenses		24,999			25,514			45,458			48,700
Income from operations		27,796			24,466			46,669			43,528
Other expense:
Interest expense including $165, $232, $332 and $479 to related parties		376			435			826			956
Rental and miscellaneous expense, net		365			274			797			678
Other expense		629			567			1,259			1,133
Total other expense, net		1,370			1,276			2,882			2,767
Income before income taxes		26,426			23,190			43,787			40,761
Income tax expense		6,541			5,729			11,090			10,374
Net income	$	19,885		$	17,461		$	32,697		$	30,387
Other comprehensive income:
Amortization of prior service cost and actuarial loss included in net periodic pension cost		414			344			830			687
Income tax expense related to pension adjustments		(103	)		(86	)		(207	)		(172	)
Other comprehensive income, net of tax		311			258			623			515
Comprehensive income	$	20,196		$	17,719		$	33,320		$	30,902
Net income per common share-basic	$	1.73		$	1.52		$	2.85		$	2.65
Net income per common share-diluted	$	1.72		$	1.52		$	2.83		$	2.64

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

3

JOHN B. SANFILIPPO & SON, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

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

	December 24, 2020		June 25, 2020		December 26, 2019
ASSETS
CURRENT ASSETS:
Cash	$	1,763	$	1,535	$	1,393
Accounts receivable, less allowance for doubtful accounts of $325, $391 and $425		60,495		56,953		52,653
Inventories		155,371		172,068		172,340
Prepaid expenses and other current assets		9,872		8,315		5,992
TOTAL CURRENT ASSETS		227,501		238,871		232,378
PROPERTY, PLANT AND EQUIPMENT:
Land		9,277		9,285		9,285
Buildings		110,611		110,294		109,671
Machinery and equipment		224,458		218,021		212,532
Furniture and leasehold improvements		5,199		5,179		5,160
Vehicles		642		682		682
Construction in progress		6,577		2,244		3,817
		356,764		345,705		341,147
Less: Accumulated depreciation		244,447		239,013		233,825
		112,317		106,692		107,322
Rental investment property, less accumulated depreciation of $12,422, $12,018 and $11,615		16,701		17,105		17,508
TOTAL PROPERTY, PLANT AND EQUIPMENT		129,018		123,797		124,830
Intangible assets, net		10,968		12,125		13,282
Cash surrender value of officers’ life insurance and other assets		9,017		11,875		9,124
Deferred income taxes		7,288		6,788		5,616
Goodwill		9,650		9,650		9,650
Operating lease right-of-use assets		4,119		4,351		4,823
TOTAL ASSETS	$	397,561	$	407,457	$	399,703

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

4

JOHN B. SANFILIPPO & SON, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

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

	December 24, 2020			June 25, 2020			December 26, 2019
LIABILITIES & STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Revolving credit facility borrowings	$	9,169		$	27,008		$	13,495
Current maturities of long-term debt, including related party debt of $605, $585 and $565 and net of unamortized debt issuance costs of $20, $25 and $30		3,780			5,285			7,110
Accounts payable		52,140			36,323			70,979
Bank overdraft		1,510			2,041			1,349
Accrued payroll and related benefits		13,470			25,641			13,429
Other accrued expenses		10,907			10,729			11,027
Income taxes payable		7,012			5,141			347
TOTAL CURRENT LIABILITIES		97,988			112,168			117,736
LONG-TERM LIABILITIES:
Long-term debt, less current maturities, including related party debt of $8,639, $8,947 and $9,244 and net of unamortized debt issuance costs of $10, $19 and $30		12,817			14,730			16,597
Retirement plan		32,146			31,573			25,212
Long-term operating lease liabilities, net of current portion		2,704			2,990			3,456
Other		7,899			7,758			7,786
TOTAL LONG-TERM LIABILITIES		55,566			57,051			53,051
TOTAL LIABILITIES		153,554			169,219			170,787
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, 8,983,588, 8,939,890 and 8,937,236 shares issued		90			89			89
Capital in excess of par value		125,032			123,899			122,984
Retained earnings		128,070			124,058			111,807
Accumulated other comprehensive loss		(8,007	)		(8,630	)		(4,786	)
Treasury stock, at cost; 117,900 shares of Common Stock		(1,204	)		(1,204	)		(1,204	)
TOTAL STOCKHOLDERS’ EQUITY		244,007			238,238			228,916
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	397,561		$	407,457		$	399,703

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

5

JOHN B. SANFILIPPO & SON, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

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

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

	Class A Common Stock				Common Stock				Capital in Excess of Par Value			Retained Earnings			Accumulated Other Comprehensive Loss			Treasury Stock
	Shares		Amount		Shares		Amount														Total
Balance, June 27, 2019		2,597,426	$	26		8,909,406	$	89	$	122,257		$	137,712		$	(4,325	)	$	(1,204	)	$	254,555
Net income													12,926									12,926
Cash dividends ($3.00 per share)													(34,321	)								(34,321	)
Pension liability amortization, net of income tax expense of $86																257						257
Impact of adopting ASU 2018-02													976			(976	)					—
Stock-based compensation expense										633												633
Balance, September 26, 2019		2,597,426	$	26		8,909,406	$	89	$	122,890		$	117,293		$	(5,044	)	$	(1,204	)	$	234,050
Net income													17,461									17,461
Cash dividends ($2.00 per share)													(22,947	)								(22,947	)
Pension liability amortization, net of income tax expense of $86																258						258
Equity award exercises, net of shares withheld for employee taxes						27,830		—		(761	)											(761	)
Stock-based compensation expense										855												855
Balance, December 26, 2019		2,597,426	$	26		8,937,236	$	89	$	122,984		$	111,807		$	(4,786	)	$	(1,204	)	$	228,916

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

6

JOHN B. SANFILIPPO & SON, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)

	For the Twenty-six Weeks Ended
	December 24, 2020			December 26, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	32,697		$	30,387
Depreciation and amortization		9,089			9,225
Gain on disposition of assets, net		(2,530	)		(33	)
Deferred income tax (benefit) expense		(500	)		107
Stock-based compensation expense		1,620			1,488
Change in assets and liabilities:
Accounts receivable, net		(1,247	)		8,316
Inventories		16,697			(15,316	)
Prepaid expenses and other current assets		(1,557	)		(345	)
Accounts payable		16,244			28,486
Accrued expenses		(11,993	)		(8,964	)
Income taxes payable		1,871			(640	)
Other long-term assets and liabilities		344			582
Other, net		1,200			992
Net cash provided by operating activities		61,935			54,285
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(11,121	)		(6,465	)
Proceeds from insurance recoveries		—			232
Other		387			85
Net cash used in investing activities		(10,734	)		(6,148	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net short-term (repayments) borrowings		(17,839	)		13,495
Debt issue costs		—			(218	)
Principal payments on long-term debt		(3,432	)		(4,031	)
(Decrease) increase in bank overdraft		(531	)		448
Dividends paid		(28,685	)		(57,268	)
Taxes paid related to net share settlement of equity awards		(486	)		(761	)
Net cash used in financing activities		(50,973	)		(48,335	)
NET INCREASE (DECREASE) IN CASH		228			(198	)
Cash, beginning of period		1,535			1,591
Cash, end of period	$	1,763		$	1,393
Supplemental disclosure of non-cash activities:
Right-of-use assets recognized at ASU No. 2016-02 transition	$	—		$	5,361

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

7

JOHN B. SANFILIPPO & SON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

Note 1 – Basis of Presentation and Description of Business

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

• References herein to fiscal 2021 and fiscal 2020 are to the fiscal year ending June 24, 2021 and the fiscal year ended June 25, 2020, respectively.

• References herein to the second quarter of fiscal 2021 and fiscal 2020 are to the quarters ended December 24, 2020 and December 26, 2019, respectively.

• References herein to the first half or first twenty-six weeks of fiscal 2021 and fiscal 2020 are to the twenty-six weeks ended December 24, 2020 and December 26, 2019, 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 a variety of private brands and under the Fisher, Orchard Valley Harvest, Squirrel Brand, Southern Style Nuts and Sunshine Country brand names. We also market and distribute, and in most cases, manufacture or process, a diverse product line of food and snack products, including peanut butter, almond butter, cashew butter, candy and confections, snacks and trail mixes, snack bites, sunflower kernels, dried fruit, corn snacks, chickpea snacks, sesame sticks and other sesame snack products under private brands and brand names. Our products are sold through three primary distribution channels to significant buyers of nuts, 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 25, 2020 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 2020 Annual Report on Form 10-K for the fiscal year ended June 25, 2020.

Note 2 – Revenue Recognition

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

When Performance Obligations Are Satisfied

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

8

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

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

Variable Consideration

Some of our products are sold through specific incentive programs consisting of promotional allowances, volume and customer rebates, in-store display incentives and marketing allowances, among others, to consumer and some commercial ingredient customers. The ultimate cost of these programs is dependent on certain factors such as actual purchase volumes or customer activities and is dependent on significant management estimate and judgment. The Company accounts for these programs as variable consideration and recognizes a reduction in revenue (and a corresponding reduction in the transaction price) in the same period as the underlying program based upon the terms of the specific arrangements.

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

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

Contract Balances

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

Disaggregation of Revenue

Revenue disaggregated by sales channel is as follows:

	For the Quarter Ended				For the Twenty-six Weeks Ended
Distribution Channel	December 24, 2020		December 26, 2019		December 24, 2020		December 26, 2019
Consumer	$	192,029	$	188,086	$	358,786	$	345,232
Commercial Ingredients		20,536		34,247		43,347		71,135
Contract Packaging		21,010		24,090		41,715		47,902
Total	$	233,575	$	246,423	$	443,848	$	464,269

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Note 3 – Leases

Description of Leases

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

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

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

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

	December 24, 2020		June 25, 2020		December 26, 2019		Affected Line Item in Consolidated Balance Sheet
Assets
Operating lease right-of-use assets	$	4,119	$	4,351	$	4,823	Operating lease right-of-use assets
Total lease right-of-use assets	$	4,119	$	4,351	$	4,823
Liabilities
Current:
Operating leases	$	1,429	$	1,376	$	1,354	Other accrued expenses
Noncurrent:
Operating leases		2,704		2,990		3,456	Long-term operating lease liabilities
Total lease liabilities	$	4,133	$	4,366	$	4,810

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

	For the Quarter Ended				For the Twenty-six Weeks Ended
	December 24, 2020		December 26, 2019		December 24, 2020		December 26, 2019
Operating lease costs (a)	$	477	$	460	$	950	$	834
Variable lease costs (b)		17		15		37		31
Total Lease Cost	$	494	$	475	$	987	$	865

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

(b)  Variable lease costs consist of sales tax.

10

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

	For the Twenty-six Weeks Ended
	December 24, 2020		December 26, 2019
Operating cash flows information:
Cash paid for amounts included in measurements for lease liabilities	$	810	$	770
Non-cash activity:
Right-of-use assets obtained in exchange for new operating lease obligations	$	490	$	163

	December 24, 2020			June 25, 2020			December 26, 2019
Weighted Average Remaining Lease Term (in years)		3.1			3.4			3.8
Weighted Average Discount Rate		4.3	%		4.4	%		4.5	%

Maturities of operating lease liabilities as of December 24, 2020 are as follows:

Fiscal year ending
June 24, 2021 (excluding the twenty-six weeks ended December 24, 2020)	$	801
June 30, 2022		1,489
June 29, 2023		1,236
June 27, 2024		593
June 26, 2025		231
June 25, 2026		59
Thereafter		—
Total lease payment		4,409
Less imputed interest		(276	)
Present value of operating lease liabilities	$	4,133

At December 24, 2020, the Company has one additional operating lease of approximately $83 that has not yet commenced and therefore is not reflected in the Consolidated Balance Sheet and tables above. The lease is scheduled to commence in the third quarter of fiscal 2021 with an initial lease term of 5 years.

Lessor Accounting

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

Leasing revenue is as follows:

	For the Quarter ended				For the Twenty-six weeks ended
	December 24, 2020		December 26, 2019		December 24, 2020		December 26, 2019
Lease income related to lease payments	$	452	$	462	$	903	$	1,005

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

Fiscal year ending
June 24, 2021 (excluding the twenty-six weeks ended December 24, 2020)	$	983
June 30, 2022		1,708
June 29, 2023		1,737
June 27, 2024		1,766
June 26, 2025		1,228
June 25, 2026		670
Thereafter		614
	$8,706

Note 4 – Inventories

Inventories consist of the following:

	December 24, 2020		June 25, 2020		December 26, 2019
Raw material and supplies	$	66,793	$	69,276	$	$$		81,135
Work-in-process and finished goods		88,578		102,792		91,205
Total	$	155,371	$	172,068			$	172,340

Note 5 – Goodwill and Intangible Assets

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

	December 24, 2020			June 25, 2020			December 26, 2019
Customer relationships	$	21,100		$	21,100		$	21,100
Brand names		16,990			16,990			16,990
Non-compete agreement		270			270			270
		38,360			38,360			38,360
Less accumulated amortization:
Customer relationships		(17,008	)		(16,223	)		(15,438	)
Brand names		(10,217	)		(9,873	)		(9,527	)
Non-compete agreement		(167	)		(139	)		(113	)
		(27,392)			(26,235)			(25,078)
Net intangible assets	$	10,968		$	12,125		$	13,282

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

Total amortization expense related to intangible assets, which is a component of Administrative expense, was $579 and $1,157 for the quarter and twenty-six weeks ended December 24, 2020, respectively. Amortization expense for the remainder of fiscal 2021 is expected to be approximately $1,008 and expected amortization expense the next five fiscal years is as follows:

Fiscal year ending
June 30, 2022	$	1,896
June 29, 2023		1,657
June 27, 2024		1,414
June 26, 2025		1,156
June 25, 2026		861

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Our net goodwill of $9,650 relates entirely to the Squirrel Brand acquisition (the “Acquisition”) completed in the second quarter of fiscal 2018. There was no change in the carrying amount of goodwill during the twenty-six weeks ended December 24, 2020.

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 December 24, 2020, we had $105,146 of available credit under the Credit Facility which reflects borrowings of $9,169 and reduced availability as a result of $3,185 in outstanding letters of credit. As of December 24, 2020, we were in compliance with all financial covenants under the Credit Facility and Mortgage Facility (as defined below).

Note 7 – Earnings Per Common Share

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

	For the Quarter Ended				For the Twenty-six Weeks Ended
	December 24, 2020		December 26, 2019		December 24, 2020		December 26, 2019
Weighted average number of shares outstanding – basic		11,493,759		11,458,524		11,485,523		11,451,542
Effect of dilutive securities:
Restricted stock units		39,767		66,863		56,534		80,640
Weighted average number of shares outstanding – diluted		11,533,526		11,525,387		11,542,057		11,532,182

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 second quarter of fiscal 2021, there were 54,966 restricted stock units (“RSUs”) awarded to employees and non-employee members of the Board of Directors. The vesting period is generally three years for awards to employees and one year for awards to non-employee directors.

There were no stock option grants or other option activity during the first half of fiscal 2021.

The following is a summary of RSU activity for the first half of fiscal 2021:

Restricted Stock Units	Shares			Weighted Average Grant Date Fair Value
Outstanding at June 25, 2020		166,879		$	51.62
Activity:
Granted		54,966			68.97
Vested (a)		(50,602	)		47.76
Forfeited		(1,064	)		68.66
Outstanding at December 24, 2020		170,179		$	58.27

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

At December 24, 2020, there were 52,351 RSUs outstanding that were vested but deferred.

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

	For the Quarter Ended				For the Twenty-six Weeks Ended
	December 24, 2020		December 26, 2019		December 24, 2020		December 26, 2019
Stock-based compensation expense	$	998	$	855	$	1,620	$	1,488

As of December 24, 2020, there was $5,406 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 1.8 years.

Note 9 – Retirement Plan

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

	For the Quarter Ended				For the Twenty-six Weeks Ended
	December 24, 2020		December 26, 2019		December 24, 2020		December 26, 2019
Service cost	$	236	$	178	$	472	$	356
Interest cost		215		223		429		446
Amortization of prior service cost		119		240		239		479
Amortization of loss		295		104		591		208
Net periodic benefit cost	$	865	$	745	$	1,731	$	1,489

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

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Note 10 – Accumulated Other Comprehensive Loss

The table below sets forth the changes to accumulated other comprehensive loss (“AOCL”) for the twenty-six weeks ended December 24, 2020 and December 26, 2019. These changes are all related to our defined benefit pension plan.

	For the Twenty-Six Weeks Ended
Changes to AOCL (a)	December 24, 2020			December 26, 2019
Balance at beginning of period	$	(8,630	)	$	(4,325	)
Other comprehensive income before reclassifications		—			—
Amounts reclassified from accumulated other comprehensive loss		830			687
Tax effect		(207	)		(172	)
Net current-period other comprehensive income		623			515
Impact of adopting ASU 2018-02		—			(976	)
Balance at end of period	$	(8,007	)	$	(4,786	)

(a) Amounts in parenthesis indicate debits/expense.

The reclassifications out of AOCL for the quarter and twenty-six weeks ended December 24, 2020 and December 26, 2019 were as follows:

	For the Quarter Ended						For the Twenty-six Weeks Ended						Affected line item in the Consolidated Statements of Comprehensive Income
Reclassifications from AOCL to earnings (b)	December 24, 2020			December 26, 2019			December 24, 2020			December 26, 2019
Amortization of defined benefit pension items:
Unrecognized prior service cost	$	(119	)	$	(240	)	$	(239	)	$	(479	)	Other expense
Unrecognized net loss		(295	)		(104	)		(591	)		(208	)	Other expense
Total before tax		(414	)		(344	)		(830	)		(687	)
Tax effect		103			86			207			172		Income tax expense
Amortization of defined pension items, net of tax	$	(311	)	$	(258	)	$	(623	)	$	(515	)

(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.

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Note 12 – Fair Value of Financial Instruments

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

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

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

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

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

	December 24, 2020		June 25, 2020		December 26, 2019
Carrying value of long-term debt:	$	16,627	$	20,059	$	23,767
Fair value of long-term debt:		17,180		20,186		24,164

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

Note 13 – Related Party Transaction

In connection with the acquisition of the Squirrel Brand business in the second quarter of fiscal 2018, we incurred $11,500 of unsecured debt pursuant to a promissory note (the “Promissory Note”) to the principal owner and seller of the Squirrel Brand business, who was subsequently appointed as an executive officer of the Company and was considered a related party. Late in the second quarter of fiscal 2020, the employment of this executive officer with the Company ceased. He is no longer considered a related party, and therefore the outstanding balance on the Promissory Note is not reflected as related party debt on our Consolidated Balance Sheet for any periods presented. There was no related party interest paid to this former executive officer during the twenty-six weeks ended December 24, 2020, and interest paid while the former executive officer was a related party was $57 and $127 for the quarter and twenty-six weeks ended December 26, 2019, respectively.

Note 14 – Garysburg, North Carolina Facility

On October 7, 2019 we experienced a fire at our peanut processing facility located in Garysburg, North Carolina. The fire occurred in our roasting room where all of the roasting equipment was destroyed. The fire also damaged some equipment in our packaging room and a portion of the roof. During fiscal 2020, the building and roof were repaired and brought back to their original condition.

After evaluating our options with regard to our peanut production operations, the Company currently plans to cease all operations permanently at the Garysburg facility. We completed shelling of the 2019 peanut crop during the

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second quarter of this fiscal year and the facility will continue to be used to store and ship inshell peanuts through the remainder of fiscal 2021. We also expect to spend the remainder of the 2021 fiscal year cleaning and preparing the facility for sale or other utilization in our operations. Employee separation and related closure costs were immaterial for all periods presented.

We have adequate property damage and business interruption insurance in respect to this event, subject to applicable deductibles. Insurance claims have been filed under our property damage and business interruption policies. Insurance proceeds totaling $2,934 were received from the insurance carrier in fiscal 2020, and a receivable of $2,523 for the estimated final payment was recorded in the current second quarter. Insurance proceeds received for damage to capital equipment are recorded as investing activities on the Consolidated Statements of Cash Flows when received.

Note 15 – Recent Accounting Pronouncements

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

In August 2018, the FASB issued ASU No. 2018-15 “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract”. The amendments in this Update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). ASU No. 2018-15 was adopted using the prospective method in the first quarter of fiscal 2021 and did not have a material impact on our Consolidated Financial Statements.

In August 2018, the FASB issued ASU No. 2018-14 “Compensation – Retirement Benefits – Defined Benefit Plans – General (Subtopic 715-20): Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans”. The amendments in this Update modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The amendments in this Update remove disclosures that no longer are considered cost beneficial, clarify the specific requirements of disclosures, and add disclosure requirements identified as relevant. ASU No. 2018-14 was adopted on a retrospective basis to all periods presented in the first quarter of fiscal 2021 and had no impact on our quarterly Consolidated Financial Statements.

In January 2017, the FASB issued ASU No. 2017-04 “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”. The amendments in this Update eliminate the need for entities to calculate the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination, commonly referred to as “Step 2”. Under this amendment, an entity will perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge is recognized for the amount by which the carrying value exceeds the reporting unit’s fair value. ASU No. 2017-04 was adopted in the first quarter of fiscal 2021 and did not have a material impact on our Consolidated Financial Statements.

In June 2016, the FASB issued ASU No. 2016-13 “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. The main objective of this Update is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The amendments in this Update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU No. 2016-13 was adopted using a modified retrospective transition method in the first quarter of fiscal 2021 and did not have a material impact on our Consolidated Financial Statements.

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

Note 16 – Subsequent Event

On January 27, 2021, our Board of Directors declared a special cash dividend of $2.50 per share on all issued and outstanding shares of Common Stock and Class A Stock of the Company (the “January 2021 Dividends”). The January 2021 Dividends will be paid on March 16, 2021 to stockholders of record as of the close of business on February 26, 2021.

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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 2021 and fiscal 2020 are to the fiscal year ending June 24, 2021 and the fiscal year ended June 25, 2020, respectively.

• References herein to the second quarter of fiscal 2021 and fiscal 2020 are to the quarters ended December 24, 2020 and December 26, 2019, respectively.

• References herein to the first half or first twenty-six weeks of fiscal 2021 and fiscal 2020 are to the twenty-six weeks ended December 24, 2020 and December 26, 2019, respectively.

As used herein, unless the context otherwise indicates, the terms “we”, “us”, “our” or “Company” collectively refer to John B. Sanfilippo & Son, Inc. and our wholly-owned subsidiary, JBSS Ventures, LLC. Our Company’s Credit Facility and Mortgage Facility, as defined below, are sometimes collectively referred to as “our financing arrangements.”

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

The Company’s long-term objective to drive profitable growth, as identified in our Strategic Plan, includes continuing to grow Fisher, Orchard Valley Harvest, Squirrel Brand and Southern Style Nuts into leading brands and providing integrated nut solutions to grow non-branded business across key customers. We plan to execute on our Strategic Plan to grow our branded business by reaching new consumers via product and pack innovation, expanding distribution across current and alternative channels and focusing on new ways to buy, with an emphasis on increasing our sales via e-commerce platforms and retailers. In addition, we intend to invest in our people and facilities in order to research, develop, market and sell new product offerings for our branded business and private brand partners in fiscal 2021.

We face a number of challenges in the future which include, among others, decreasing commodity acquisition costs, as well as intensified competition on pricing and for market share from both private brand and name brand nut products. Our Fisher recipe nut sales have been negatively impacted due to this increased competition for market share. We also face changing industry trends as consumer preferences shift to shopping in smaller store formats like grocery and online. As restaurant closures and other out-of-home dining limitations continue due to the impact of COVID-19, consumers are also doing more snacking and cooking and baking at home. While these developments have had a positive impact on certain aspects of our consumer business, they have had a negative impact on our foodservice business.

We will continue to focus on seeking profitable business opportunities to maximize the utilization of our production capacity at our primary manufacturing, processing and distribution facility located in Elgin, Illinois. We expect to redirect our promotional and advertising activity with respect to our brands to focus on more digital and e-commerce platforms to match consumer behavior. We continue to see strong e-commerce performance across our Orchard Valley Harvest and Fisher recipe brands and expect that there will be additional opportunities to connect these brands to consumers’ desires for more functional snacking and baking and cooking ideas, respectively. We will continue to face the ongoing challenges specific to our business, such as food safety and regulatory compliance and the maintenance and growth of our customer base for branded and private label products. See the information referenced in Part II, Item 1A — “Risk Factors” of this report for additional information about our risks, challenges and uncertainties.

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COVID-19 Impacts

We will continue to face challenges in our fiscal 2021 as result of the COVID-19 pandemic and the uncertainty of future local, state and federal restrictions aimed to mitigate and control the pandemic. As many of these restrictions were loosened near the conclusion of our fiscal 2020, we saw a gradual (albeit limited) increase in demand from our foodservice, restaurant, convenience store and non-essential retail customers. However, as conditions surrounding the pandemic deteriorated during the fall and winter of calendar 2020 and into calendar 2021, consumers were and continue to be limited in their ability to purchase meals outside their homes, and therefore, demand continued to be suppressed from our foodservice, restaurant, convenience store and non-essential retail customers. Although demand has been suppressed from our foodservice customers, the chart below indicates that the rate of decline is recovering from its low point in our fourth quarter of fiscal 2020, and we believe that as the COVID-19 vaccine becomes more widely distributed and accepted by the public, and restrictions are again loosened, sales volume with our foodservice, restaurant, convenience store and non-essential retail customers will continue to improve and we expect to eventually return to pre-pandemic levels.

Also, in the first half of fiscal 2021, we have seen signs of a shortage in capacity in the transportation industry, which our transportation service providers believe is due to driver concerns related to the impacts of COVID-19. Compounding this driver shortage is an increase in demand driven by additional spending on consumer goods. This tightening in transportation capacity is expected to continue through the third quarter of fiscal 2021, has led to increased transportation costs and may lead to potential disruptions in service to our customers and from our suppliers.

The Company’s COVID-19 crisis team, which was created in the third quarter of fiscal 2020, continues to meet on a regular basis to discuss risks faced by the Company and mitigation strategies. We continue to follow recommendations made by state and federal regulators and health agencies to ensure the safety and health of our employees as those recommendations change and evolve. We have implemented (among other things) a temporary work from home option for the majority of our office employees, staggered shifts and breaks, installed partitions on production lines and office space where social distancing could not be consistently maintained and installed thermal scanners to measure temperature for all employees upon arrival. We update and enhance these measures as new guidance is provided. In addition, we have extended personal time off for those who are in self quarantine or ill.

We have worked closely with our domestic and global suppliers to source and maintain a consistent supply of raw materials, ingredients and packaging. To date, none of our manufacturing facilities have been significantly impacted by this pandemic. We have contingency plans in place to help reduce the negative impact if one or more of our manufacturing facilities encounters a partial or full shut down.

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QUARTERLY HIGHLIGHTS

Our net sales of $233.6 million for the second quarter of fiscal 2021 decreased 5.2% from our net sales of $246.4 million for the second quarter of fiscal 2020. Net sales for the first twenty-six weeks of fiscal 2021 decreased by $20.4 million, or 4.4%, to $443.8 million compared to the first twenty-six weeks of fiscal 2020.

Sales volume, measured as pounds sold to customers, increased 1.8% for the second quarter of fiscal 2021 compared to the second quarter of fiscal 2020. Sales volume for the first twenty-six weeks of fiscal 2021 decreased 0.7% compared to the first twenty-six weeks of fiscal 2020.

Gross profit increased by $2.8 million, and our gross profit margin, as a percentage of net sales, increased to 22.6% for the second quarter of fiscal 2021 compared to 20.3% for the second quarter of fiscal 2020. Gross profit dollars remained relatively unchanged and our gross profit margin increased to 20.8% from 19.9% for the first twenty-six weeks of fiscal 2021 compared to the first twenty-six weeks of fiscal 2020.

Total operating expenses for the second quarter of fiscal 2021 decreased by $0.5 million, or 2.0%, compared to the second quarter of fiscal 2020. As a percentage of net sales, total operating expenses in the second quarter of fiscal 2021 increased to 10.7% from 10.4% for the second quarter of fiscal 2020. For the first half of fiscal 2021, total operating expenses decreased by $3.2 million, to 10.2% of net sales compared to 10.5% for the first half of fiscal 2020.

The total value of inventories on hand at the end of the second quarter of fiscal 2021 decreased by $17.0 million, or 9.8%, in comparison to the total value of inventories on hand at the end of the second quarter of fiscal 2020.

We have seen acquisition costs for all major tree nuts decrease in the 2020 crop year (which falls into our current 2021 fiscal year). We completed procurement of inshell walnuts during the first half of fiscal 2021. During the third quarter, we will determine the final prices to be paid to the walnut growers based upon current market prices and other factors such as crop size and export demand. We have estimated the liability to our walnut growers and our walnut inventory costs using currently available information. Any difference between our estimated liability and the actual final liability will be determined during the third quarter of fiscal 2021 and will be recognized in our financial results at that time.

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RESULTS OF OPERATIONS

Net Sales

Our net sales decreased 5.2% to $233.6 million in the second quarter of fiscal 2021 compared to net sales of $246.4 million for the second quarter of fiscal 2020. The decrease in net sales was primarily attributable to lower selling prices for tree nuts, which were due to lower commodity acquisition costs. The decline in net sales from lower selling prices was partially offset by a 1.8% increase in sales volume, which is defined as pounds sold to customers.

For the first twenty-six weeks of fiscal 2021 our net sales were $443.8 million, a decrease of $20.4 million, or 4.4%, compared to the same period of fiscal 2020. The decrease in net sales was primarily attributable to lower selling prices resulting primarily for the same reasons cited in the quarterly comparison. A 0.7% decrease in sales volume also contributed to the overall decline in net sales.

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

	For the Quarter Ended						For the Twenty-six Weeks Ended
Product Type	December 24, 2020			December 26, 2019			December 24, 2020			December 26, 2019
Peanuts		18.8	%		15.8	%		19.1	%		16.8	%
Pecans		15.0			16.2			12.0			13.0
Cashews & Mixed Nuts		23.1			22.7			23.4			22.7
Walnuts		7.2			8.7			6.9			7.9
Almonds		9.2			13.2			10.8			14.8
Trail & Snack Mixes		22.2			18.3			22.5			19.3
Other		4.5			5.1			5.3			5.5
Total		100.0	%		100.0	%		100.0	%		100.0	%

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

	For the Quarter Ended
Distribution Channel	December 24, 2020		Percentage of Total			December 26, 2019		Percentage of Total			$ Change			Percent Change
Consumer (1)	$	192,029		82.2	%	$	188,086		76.3	%	$	3,943			2.1	%
Commercial Ingredients		20,536		8.8			34,247		13.9			(13,711	)		(40.0	)
Contract Packaging		21,010		9.0			24,090		9.8			(3,080	)		(12.8	)
Total	$	233,575		100.0	%	$	246,423		100.0	%	$	(12,848	)		(5.2	)%

(1) Sales of branded products were approximately 30% and 33% of total consumer sales during each of the second quarter of fiscal 2021 and fiscal 2020, respectively. Fisher branded products were approximately 74% and 76% of branded sales during the second quarter of fiscal 2021 and fiscal 2020, respectively, with branded produce products accounting for the majority of the remaining branded product sales.

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

	For the Twenty-six Weeks Ended
Distribution Channel	December 24, 2020		Percentage of Total			December 26, 2019		Percentage of Total			$ Change			Percent Change
Consumer (1)	$	358,786		80.8	%	$	345,232		74.4	%	$	13,554			3.9	%
Commercial Ingredients		43,347		9.8			71,135		15.3			(27,788	)		(39.1	)
Contract Packaging		41,715		9.4			47,902		10.3			(6,187	)		(12.9	)
Total	$	443,848		100.0	%	$	464,269		100.0	%	$	(20,421	)		(4.4	)%

(1) Sales of branded products were approximately 27% and 31% of total consumer sales during the first twenty-six weeks of fiscal 2021 and fiscal 2020, respectively. Fisher branded products were approximately 70% and 71% of branded sales during the first twenty-six weeks of fiscal 2021 and fiscal 2020, respectively, with branded produce products accounting for majority of the remaining branded product sales.

Net sales in the consumer distribution channel increased $3.9 million, or 2.1%, and sales volume increased 9.9% in the second quarter of fiscal 2021 compared to the second quarter of fiscal 2020. The sales volume increase was driven by increased sales of private brand peanuts, trail mixes and snack mixes, as consumer preferences have shifted to lower priced products due to current economic conditions. Sales volume for Fisher snack nuts increased 30.2%, primarily as a result of increased promotional activity. Sales volume of Fisher recipe nuts decreased 18.4% as a result of lost distribution at some customers, which was offset in part by increased sales with an Internet retailer. Sales volume of Orchard Valley Harvest products decreased 13.0% due to reduced foot traffic at a major customer in the non-food sector as a result of COVID-19, reduced promotional activity and lost distribution at some customers. Sales volume of Southern Style Nuts decreased 4.2% due to a reduction in merchandising and promotional activity, which was offset in part by distribution gains with new customers.

In the first twenty-six weeks of fiscal 2021, net sales in the consumer distribution channel increased $13.6 million, or 3.9%, and sales volume increased 7.0% compared to the same period of fiscal 2020. The sales volume increase occurred for the same reason cited in the quarterly comparison.

Net sales in the commercial ingredients distribution channel decreased by 40.0% in dollars and 23.6% in sales volume in the second quarter of fiscal 2021 compared to the second quarter of fiscal 2020. The decline in sales volume was due to a 29.4% decrease in sales volume in our foodservice business. The sales volume decline in our foodservice business resulted from a decline in air travel and nationwide restrictions on indoor restaurant dining and closures of restaurants, all of which were attributable to COVID-19.

In the first twenty-six weeks of fiscal 2021, net sales in the commercial ingredients distribution channel decreased by 39.1% in dollars and 25.6% in sales volume compared to the same period of fiscal 2020. The decline in sales volume was due to a 35.5% decrease in sales volume in our foodservice business, which occurred for the same reasons cited in the quarterly comparison.

Net sales in the contract packaging distribution channel decreased by 12.8% in dollars and 14.1% in sales volume in the second quarter of fiscal 2021 compared to the second quarter of fiscal 2020. The decline in sales volume was primarily attributable to the unfavorable impact of lower convenience store foot traffic on one customer’s business as a result of COVID-19.

In the first twenty-six weeks of fiscal 2021, net sales in the contract packaging distribution channel decreased by 12.9% in dollars and 13.2% in sales volume compared to the first twenty-six weeks of fiscal 2020. The decline in sales volume occurred for the same reason cited in the quarterly comparison, as well as the loss of peanut butter business with another customer due to a temporary peanut supply shortage that existed in the first quarter of fiscal 2021.

Gross Profit

Gross profit increased by $2.8 million, or 5.6%, to $52.8 million for the second quarter of fiscal 2021 compared to the second quarter of fiscal 2020. Our gross profit margin, as a percentage of net sales, increased to 22.6% for the second quarter of fiscal 2021 compared to 20.3% for the second quarter of fiscal 2020. The increases in gross profit and gross profit margin were mainly attributable to lower commodity acquisition costs for tree nuts and the sales volume increase discussed above.

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Gross profit was $92.1 million for the first twenty-six weeks of fiscal 2021 compared to $92.2 million for the first twenty-six weeks of fiscal 2020. Our gross profit margin increased to 20.8% for the first twenty-six weeks of fiscal 2021 compared to 19.9% for the first twenty-six weeks of fiscal 2020. The increase in gross profit margin in the year to date comparison was primarily attributable to lower commodity acquisition costs for tree nuts.

Operating Expenses

Total operating expenses for the second quarter of fiscal 2021 decreased by $0.5 million, or 2.0%, to $25.0 million. Operating expenses increased to 10.7% of net sales for the second quarter of fiscal 2021 compared to 10.4% of net sales for the second quarter of fiscal 2020.

Selling expenses for the second quarter of fiscal 2021 were $17.7 million, an increase of $1.6 million, or 9.9%, from the second quarter of fiscal 2020. The increase was driven primarily by a $1.0 million increase in advertising expense primarily related to online advertising for our branded products and a $0.7 million increase in freight expense due to higher rates and an increase in sales pounds shipped.

Administrative expenses for the second quarter of fiscal 2021 were $7.3 million compared to $9.4 million for the second quarter of fiscal 2020. The decrease was primarily due to a $2.3 million gain on the estimated final insurance settlement related to the fire that occurred in our Garysburg, North Carolina facility in the second quarter of fiscal 2020.

Total operating expenses for the first twenty-six weeks of fiscal 2021 decreased by $3.2 million, or 6.7%, to $45.5 million. Operating expenses decreased to 10.2% of net sales for the first half of fiscal 2021 compared to 10.5% of net sales for the first half of fiscal 2020.

Selling expenses for the first twenty-six weeks of fiscal 2021 were $29.8 million, a decrease of $0.4 million, or 1.4%, from the amount recorded for the first twenty-six weeks of fiscal 2020. The decrease was driven primarily by a $0.5 million decrease in payroll related and incentive compensation expense and a $0.3 million decrease in travel expense due to COVID-19 travel restrictions. These decreases were partially offset by a $0.3 million increase in freight expense for the same reasons discussed in the quarterly comparison.

Administrative expenses for the first twenty-six weeks of fiscal 2021 were $15.7 million, a decrease of $2.8 million, or 15.2%, compared to the same period of fiscal 2020. The decrease was primarily due to $2.5 million gain on asset disposals, mainly resulting from the insurance settlement discussed above, combined with a $0.3 million decrease in consulting expense.

Income from Operations

Due to the factors discussed above, income from operations was $27.8 million, or 11.9% of net sales, for the second quarter of fiscal 2021 compared to $24.5 million, or 9.9% of net sales, for the second quarter of fiscal 2020.

Due to the factors discussed above, income from operations was $46.7 million, or 10.5% of net sales, for the first twenty-six weeks of fiscal 2021 compared to $43.5 million, or 9.4% of net sales, for the first twenty-six weeks of fiscal 2020.

Interest Expense

Interest expense was $0.4 million for both the second quarter of fiscal 2021 and fiscal 2020. Interest expense for the first two quarters of fiscal 2021 was $0.8 million compared to $1.0 million for the first two quarters of fiscal 2020. The decrease in interest expense in the year to date comparison resulted from lower weighted average interest rates from the reduction of long-term debt and was largely offset by higher average short-term debt levels.

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Rental and Miscellaneous Expense, Net

Net rental and miscellaneous expense was $0.4 million for the second quarter of fiscal 2021 compared to $0.3 million for the second quarter of fiscal 2020. Net rental and miscellaneous expense was $0.8 million for the first twenty-six weeks of fiscal 2021 compared to $0.7 million for the first twenty-six weeks of fiscal 2020.

Other Expense

Other expense consists of pension related expenses other than the service cost component and was $0.6 million for both the second quarter of fiscal 2021 and fiscal 2020. Other expense was $1.3 million for the first twenty-six weeks of fiscal 2021 compared to $1.1 million for the first twenty-six weeks of fiscal 2020.

Income Tax Expense

Income tax expense was $6.5 million, or 24.8% of income before income taxes (the “Effective Tax Rate”), for the second quarter of fiscal 2021 compared to $5.7 million, or 24.7% of income before income taxes, for the second quarter of fiscal 2020. For the first twenty-six weeks of fiscal 2020, income tax expense was $11.1 million, or 25.3% of income before income taxes, compared to $10.4 million, or 25.5% of income before income taxes, for the comparable period last year.

Net Income

Net income was $19.9 million, or $1.73 per common share basic and $1.72 per common share diluted, for the second quarter of fiscal 2021, compared to $17.5 million, or $1.52 per common share basic and diluted for the second quarter of fiscal 2020.

Net income was $32.7 million, or $2.85 per common share basic and $2.83 per common share diluted, for the first twenty-six weeks of fiscal 2021, compared to net income of $30.4 million, or $2.65 per common share basic and $2.64 per common share diluted, for the first twenty-six weeks of fiscal 2020.

LIQUIDITY AND CAPITAL RESOURCES

General

The primary uses of cash are to fund our current operations, fulfill contractual obligations, pursue our Strategic Plan through growing our branded and private label nut programs and repay indebtedness. Also, various uncertainties 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 branded products, consummate strategic business acquisitions such as the fiscal 2018 acquisition of the Squirrel Brand business, reinvest in the Company through capital expenditures, develop new products, pay cash dividends and explore other growth strategies outlined in our Strategic Plan.

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

The following table sets forth certain cash flow information for the first half of fiscal 2021 and 2020, respectively (dollars in thousands):

	December 24, 2020			December 26, 2019			$ Change
Operating activities	$	61,935		$	54,285		$	7,650
Investing activities		(10,734	)		(6,148	)		(4,586	)
Financing activities		(50,973	)		(48,335	)		(2,638	)
Net increase in cash	$	228		$	(198	)	$	426

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Operating Activities Net cash provided by operating activities was $61.9 million for the first twenty-six weeks of fiscal 2021 compared to $54.3 million for the comparative period of fiscal 2020. The increase in operating cash flow was primarily due to a decreased use of working capital for inventory compared to the first twenty-six weeks of fiscal 2020.

Total inventories were $155.4 million at December 24, 2020, a decrease of $16.7 million, or 9.7%, from the inventory balance at June 25, 2020, and a decrease of $17.0 million, or 9.8%, from the inventory balance at December 26, 2019. The decrease in inventory at December 24, 2020 compared to June 25, 2020 was primarily due to lower commodity acquisition costs for all major tree nuts and lower quantities of peanuts and pecans on hand, which was partially offset by greater quantities of walnuts on hand. The decrease in inventories at December 24, 2020 compared to December 26, 2019 was primarily due lower commodity acquisition costs for all major tree nuts and lower quantities of peanuts on hand.

Raw nut and dried fruit input stocks, some of which are classified as work in process, decreased by 14.2 million pounds, or 19.4%, at December 24, 2020 compared to December 26, 2019 due to lower quantities of peanuts on hand. The weighted average cost per pound of raw nut input stocks on hand at the end of the second quarter of fiscal 2021 decreased 4.6% compared to the end of the second quarter of fiscal 2020 primarily due to lower commodity acquisition costs for all major tree nuts, which was partially offset by a shift in product mix from lower priced peanuts to higher priced walnuts and pecans.

Investing Activities Cash used in investing activities was $10.7 million during the first twenty-six weeks of fiscal 2021 compared to $6.1 million for the same period last year. We expect total capital expenditures for new equipment, facility upgrades, and food safety enhancements for fiscal 2021 to be approximately $23.0 million. The projected increase in capital expenditures from our previous expenditure level is due to a strategic investment for a new product line. 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 $51.0 million during the first twenty-six weeks of fiscal 2021 compared to $48.3 million for the same period last year. Dividends paid in the first half of fiscal 2021 were approximately $28.6 million lower than dividends paid in the same period last year. Net repayments under our Credit Facility were $17.8 million during the first half of fiscal 2021 compared to net short-term borrowings of $13.5 million for the first half of fiscal 2020.

Real Estate Matters

In August 2008, we completed the consolidation of our Chicago-based facilities into the Elgin Site. The Elgin Site includes both an office building and a warehouse. We are currently attempting to find additional tenants for the available space in the office building at the Elgin Site. Until additional tenant(s) are found, we will not receive the benefit of rental income associated with such space. Approximately 67% of the rentable area in the office building is currently vacant. Approximately 29% of the rentable area has not been built-out. There can be no assurance that we will be able to lease the unoccupied space and further capital expenditures will likely be necessary to lease the remaining space.

Financing Arrangements

On February 7, 2008, we entered into the Former Credit Agreement (as defined below) with a bank group (the “Bank Lenders”) providing a $117.5 million revolving loan commitment and letter of credit subfacility. Also on February 7, 2008, we entered into a Loan Agreement with an insurance company (the “Mortgage Lender”) providing us with two term loans, one in the amount of $36.0 million (“Tranche A”) and the other in the amount of $9.0 million (“Tranche B”), for an aggregate amount of $45.0 million (the “Mortgage Facility”).

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

The Amended and Restated Credit Facility is secured by substantially all of our assets other than machinery and equipment, real property, and fixtures and matures on March 5, 2025. The Mortgage Facility is secured by mortgages on essentially all of our owned real property located in Elgin, Illinois, Gustine, California and Garysburg, North Carolina (the “Encumbered Properties”).

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Credit Facility

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

At December 24, 2020, the interest rate for the Credit Facility was at the Base Rate of 3.5%. There were no borrowings under LIBOR contracts due to the low debt against the Credit Facility and projected positive cash flow for January. The terms of the Credit Facility contain covenants that, among other things, require us to restrict investments, indebtedness, acquisitions and certain sales of assets and limit annual cash dividends or distributions, transactions with affiliates, redemptions of capital stock and prepayment of indebtedness (if such prepayment, among other things, is of a subordinate debt). If loan availability under the borrowing base calculation falls below $25.0 million, we will be required to maintain a specified fixed charge coverage ratio, tested on a monthly basis, until loan availability equals or exceeds $25.0 million for three consecutive months. All cash received from customers is required to be applied against the Credit Facility. The Bank Lenders have the option to accelerate and demand immediate repayment of our obligations under the Credit Facility in the event of default on the payments required under the Credit Facility, a change in control in the ownership of the Company, non-compliance with the financial covenant or upon the occurrence of other defaults by us under the Credit Facility (including a default under the Mortgage Facility). As of December 24, 2020, we were in compliance with all covenants under the Credit Facility and we currently expect to be in compliance with the financial covenant in the Credit Facility for the foreseeable future. At December 24, 2020, we had $105.1 million of available credit under the Credit Facility. If this entire amount were borrowed at December 24, 2020, we would still be in compliance with all restrictive covenants under the Credit Facility.

Mortgage Facility

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

The terms of the Mortgage Facility contain covenants that require us to maintain a specified net worth of $110.0 million and maintain the Encumbered Properties. The Mortgage Lender is entitled to require immediate repayment of our obligations under the Mortgage Facility in the event we default in the payments required under the Mortgage Facility, non-compliance with the covenants or upon the occurrence of certain other defaults by us under the Mortgage Facility. As of December 24, 2020, we were in compliance with all covenants under the Mortgage Facility and a total principal amount of $7.4 million was outstanding.

Selma Property

In September 2006, we sold our Selma, Texas properties (the “Selma Properties”) to two related party partnerships for $14.3 million and are leasing them back. The selling price was determined by an independent appraiser to be the fair market value which also approximated our carrying value. The lease for the Selma Properties has a ten-year term at a fair market value rent with three five-year renewal options. In September 2015, we exercised two of the five-year renewal options which extended the lease term to September 2026. The lease extension also reduced the monthly lease payment on the Selma Properties, beginning in September 2016, to reflect then current market conditions. One five-year renewal option remains. Also, we have an option to purchase the Selma Properties from the owner at 95% (100% in certain circumstances) of the then fair market value, but not less than the original $14.3 million purchase price. The provisions of the arrangement are not eligible for sale-leaseback accounting and the $14.3 million was recorded as a debt obligation. No gain or loss was recorded on the Selma Properties transaction. As of December 24, 2020, $9.2 million of the debt obligation was outstanding.

Squirrel Brand Seller-Financed Note

In November 2017 we completed the Squirrel Brand acquisition. The acquisition was financed by a combination of cash (drawn under the Credit Facility) and a three-year seller-financed note for $11.5 million (“Promissory Note”). As of December 24, 2020, the Promissory Note was repaid in full.

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Critical Accounting Policies and Estimates

For information regarding our Critical Accounting Policies and Estimates, see the “Critical Accounting Policies and Estimates” section of “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K for the fiscal year ended June 25, 2020.

Recent Accounting Pronouncements

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

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FORWARD LOOKING STATEMENTS

Some of the statements in this report are forward-looking. These forward-looking statements may be generally identified by the use of forward-looking words and phrases such as “will”, “intends”, “may”, “believes”, “anticipates”, “should” and “expects” and are based on the Company’s current expectations or beliefs concerning future events and involve risks and uncertainties. Consequently, the Company’s actual results could differ materially. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events or other factors that affect the subject of these statements, except where expressly required to do so by law. Among the factors that could cause results to differ materially from current expectations are: (i) the risks associated with our vertically integrated model with respect to pecans, peanuts and walnuts; (ii) sales activity for the Company’s products, such as a decline in sales to one or more key customers (of branded products, private label products or otherwise), or to customers generally, in some or all channels, a change in product mix to lower price products, a decline in sales of private brand products or changing consumer preferences, including a shift from higher margin products to lower margin products; (iii) changes in the availability and costs of raw materials and the impact of fixed price commitments with customers; (iv) 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; (v) 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; (vi) the Company’s ability to appropriately respond to, or lessen the negative impact of, competitive and pricing pressures, including competition in the recipe nut category; (vii) 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; (viii) the ability of the Company to control expenses, such as transportation, compensation, medical and administrative expenses; (ix) the potential negative impact of government regulations and laws and regulations pertaining to food safety, such as the Food Safety Modernization Act; (x) uncertainty in economic conditions, including the potential for economic downturn, particularly in light of the outbreak of COVID-19; (xi) the timing and occurrence (or nonoccurrence) of other transactions and events which may be subject to circumstances beyond the Company’s control; (xii) the adverse effect of labor unrest or disputes, litigation and/or legal settlements, including potential unfavorable outcomes exceeding any amounts accrued; (xiii) losses due to significant disruptions at any of our production or processing facilities or employee unavailability due to illness or quarantine; (xiv) the ability to implement our Strategic Plan, including growing our branded and private brand product sales and expanding into alternative sales channels; (xv) technology disruptions or failures, including disruptions due to employees working remotely; (xvi) the inability to protect the Company’s brand value, intellectual property or avoid intellectual property disputes; (xvii) the Company’s ability to manage successfully the price gap between its private brand products and those of its branded competitors; and (xviii) the ability of the Company to respond to or manage the outbreak of COVID-19 or other infectious diseases and the various implications thereof.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

There has been no material change in our assessment of our sensitivity to market risk since our presentation set forth in Part I—Item 7A “Quantitative and Qualitative Disclosures About Market Risk,” in our Annual Report on Form 10-K for the fiscal year ended June 25, 2020.

Item 4. Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of December 24, 2020. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 24, 2020, the Company’s disclosure controls and procedures were effective.

In connection with the evaluation by our management, including our Chief Executive Officer and Chief Financial Officer, there were no changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the quarter ended December 24, 2020 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 25, 2020. There were no significant changes to the risk factors identified on the Form 10-K for the fiscal year ended June 25, 2020 during the second quarter of fiscal 2021.

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 25, 2020.

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Item 6. Exhibits

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

EXHIBIT INDEX

(Pursuant to Item 601 of Regulation S-K)

Exhibit No.	Description
3.1	Restated Certificate of Incorporation of the Company (incorporated by reference from Exhibit 3.1 to the Form 10-Q for the quarter ended March 24, 2005)
3.2	Amended and Restated Bylaws of the Company (incorporated by reference from Exhibit 3.2 to the Form 10-K for the fiscal year ended June 25, 2015)
*10.1	Amended and Restated John B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement Number Two among Michael J. Valentine, as trustee of the Valentine Life Insurance Trust, Mathias Valentine, Mary Valentine and the Company, dated December 31, 2003 (incorporated by reference from Exhibit 10.35 to the Form 10-Q for the quarter ended December 25, 2003)
*10.2	Amendment, dated February 12, 2004, to Amended and Restated John B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement Number Two among Michael J. Valentine, as trustee of the Valentine Life Insurance Trust, Mathias Valentine, Mary Valentine and the Company, dated December 31, 2003 (incorporated by reference from Exhibit 10.47 to the Form 10-Q for the quarter ended March 25, 2004)
*10.3	Restated Supplemental Retirement Plan (incorporated by reference from Exhibit 10.16 to the Form 10-K for the fiscal year ended June 28, 2007)
*10.4	Form of Indemnification Agreement (incorporated by reference from Exhibit 10.01 to the Form 8-K filed on May 5, 2009)
*10.5	2014 Omnibus Incentive Plan (incorporated by reference from Exhibit 4.1 to the Registration Statement on Form S-8 filed on October 28, 2014)
*10.6	Amendment No. 1 to the 2014 Omnibus Incentive Plan (incorporated by reference from Exhibit 10.12 to the Form 10-K for the year ended June 30, 2016)
*10.7	Form of Non-Employee Director Restricted Stock Unit Award Agreement (non-deferral) under 2014 Omnibus Plan (fiscal 2018, 2019, 2020 and 2021 awards cycle) (incorporated by reference from Exhibit 10.38 to the Form 10-Q for the quarter ended December 24, 2015)

30

Exhibit No	Description
*10.8	Form of Non-Employee Director Restricted Stock Unit Award Agreement (deferral) under 2014 Omnibus Plan (fiscal 2020 and 2021 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 2018, 2019 and 2020 awards cycle) (incorporated by reference from Exhibit 10.20 to the Form 10-Q for the quarter ended December 28, 2017)
*10.10	Form of Employee Restricted Stock Unit Award Agreement under 2014 Omnibus Plan (fiscal 2021 awards cycle)
*10.11	Amended and Restated Sanfilippo Value Added Plan, dated August 20, 2015 (incorporated by reference from Exhibit 10.11 to the Form 10-K for the year ended June 25, 2015)
10.12	Amended and restated Credit Agreement dated as of March 5, 2020, by and among John B. Sanfilippo & Son, Inc., Wells Fargo Capital Finance, LLC (f/k/a WFF), as a lender and the administrative agent, and Southwest Georgia Farm Credit, ACA, as a lender. (incorporated by reference from Exhibit 10.1 to the Form 8-K filed on March 11, 2020)
*10.13	Employment agreement, dated as of November 30, 2017, by and between the Company and J. Brent Meyer (incorporated by reference from Exhibit 10.36 to the Form 10-Q for the quarter ended December 28, 2017)
*10.14	Separation Agreement, dated as of December 10, 2019, by and between the Company and J. Brent Meyer (incorporated by reference from Exhibit 10.29 to the Form 10-Q for the quarter ended December 26, 2019)
31.1	Certification of Jeffrey T. Sanfilippo pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended
31.2	Certification of Michael J. Valentine 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

31

Exhibit No.	Description
32.2	Certification of Michael J. Valentine 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	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	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.

32

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 January 27, 2021.

JOHN B. SANFILIPPO & SON, INC.
By	/s/ MICHAEL J. VALENTINE
	Michael J. Valentine
	Chief Financial Officer, Group President and Secretary

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EX-10.10

EXHIBIT 10.10

[Employee FY 2021 RSU]

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

RESTRICTED STOCK UNIT AWARD AGREEMENT

[Insert Date]

[Insert Name of Participant]

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

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

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

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

1

[Employee FY 2021 RSU]

Dividend Equivalents: If a valid deferral election is made by the Recipient, then during the period from the first day after the Period of Restriction through the Share Payment Date, each RSU shall include a right to Dividend Equivalents, if any, in respect of such period and for which the applicable record date occurs during such period. Such Dividend Equivalents shall be paid to the Recipient on a current basis (less applicable withholding). “Dividend Equivalents” are a right to receive an amount equal to the dividends or property distributions that would have been made in respect of each Share underlying an RSU (other than dividends or distributions of securities to the extent covered in Section 4.4 of the Plan).

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

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

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

John B. Sanfilippo & Son, Inc.

Recipient:

Print Name:

2

[Employee FY 2021 RSU]

Annex A

Restricted Stock Unit Award Agreement

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

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

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

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

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

3

[Employee FY 2021 RSU]

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

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

2. Share Payment Date Deferral. If the Recipient makes a valid deferral election with respect to the RSUs in accordance with the requirements of Code Section 409A and as prescribed by the Committee, then the Shares underlying the RSUs for which restrictions have lapsed shall be paid out in accordance with such deferral election.

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

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

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

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

4

[Employee FY 2021 RSU]

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

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

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

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

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

b. Confidential Information – As used herein, the term “Confidential Information” shall include Trade Secrets and all other confidential and/or proprietary information that does not rise to the level of Trade Secrets that is imparted, revealed

5

[Employee FY 2021 RSU]

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

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

11. Non-Solicitation and Non-Disparagement.

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

6

[Employee FY 2021 RSU]

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

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

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

7

[Employee FY 2021 RSU]

pertaining to any Trade Secrets or Confidential Information and, in the event that any such law provides greater protections with respect to any Trade Secrets or Confidential Information than the protections contained in this RSU Award Agreement, such greater protections shall apply.

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

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

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

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

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

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

8

[Employee FY 2021 RSU]

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

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

9

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Jeffrey T. Sanfilippo, certify that:

1. I have reviewed this Report on Form 10-Q of John B. Sanfilippo & Son, Inc. for the quarter ended December 24, 2020;

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.

January 27, 2021

/s/ Jeffrey T. Sanfilippo

Jeffrey T. Sanfilippo

Chairman of the Board and

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Michael J. Valentine, certify that:

1. I have reviewed this Report on Form 10-Q of John B. Sanfilippo & Son, Inc. for the quarter ended December 24, 2020;

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.

January 27, 2021

/s/ Michael J. Valentine

Michael J. Valentine

Chief Financial Officer, Group

President and Secretary

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of John B. Sanfilippo & Son, Inc. (the “Company”) on Form 10-Q for the quarter ended December 24, 2020 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.

January 27, 2021

/s/ Jeffrey T. Sanfilippo

Jeffrey T. Sanfilippo

Chief Executive Officer and Chairman of the Board

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of John B. Sanfilippo & Son, Inc. (the “Company”) on Form 10-Q for the quarter ended December 24, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael J. Valentine, Chief Financial Officer, Group President and Secretary, 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.

January 27, 2021

/s/ Michael J. Valentine

Michael J. Valentine

Chief Financial Officer, Group President and Secretary

XML

Cover Page - shares	6 Months Ended
	Dec. 24, 2020	Jan. 21, 2021
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Dec. 24, 2020
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Trading Symbol	JBSS
Entity Registrant Name	SANFILIPPO JOHN B & SON INC
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Entity Central Index Key	0000880117
Current Fiscal Year End Date	--06-24
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock
Entity Address, State or Province	IL
Entity File Number	0-19681
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	36-2419677
Entity Address, Address Line One	1703 North Randall Road
Entity Address, City or Town	Elgin
Entity Address, Postal Zip Code	60123-7820
City Area Code	847
Local Phone Number	289-1800
Document Quarterly Report	true
Document Transition Report	false
Common Stock, Non-Cumulative Voting Rights of One Vote Per Share [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		8,868,587
Class A Common Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		2,597,426

XML

Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 24, 2020	Dec. 26, 2019	Dec. 24, 2020	Dec. 26, 2019
Statement of Comprehensive Income [Abstract]
Net sales	$ 233,575	$ 246,423	$ 443,848	$ 464,269
Cost of sales	180,780	196,443	351,721	372,041
Gross profit	52,795	49,980	92,127	92,228
Operating expenses:
Selling expenses	17,694	16,103	29,778	30,215
Administrative expenses	7,305	9,411	15,680	18,485
Total operating expenses	24,999	25,514	45,458	48,700
Income from operations	27,796	24,466	46,669	43,528
Other expense:
Interest expense including $165, $232, $332 and $479 to related parties	376	435	826	956
Rental and miscellaneous expense, net	365	274	797	678
Other expense	629	567	1,259	1,133
Total other expense, net	1,370	1,276	2,882	2,767
Income before income taxes	26,426	23,190	43,787	40,761
Income tax expense	6,541	5,729	11,090	10,374
Net income	19,885	17,461	32,697	30,387
Other comprehensive income:
Amortization of prior service cost and actuarial loss included in net periodic pension cost	414	344	830	687
Income tax expense related to pension adjustments	(103)	(86)	(207)	(172)
Other comprehensive income, net of tax	311	258	623	515
Comprehensive income	$ 20,196	$ 17,719	$ 33,320	$ 30,902
Net income per common share-basic	$ 1.73	$ 1.52	$ 2.85	$ 2.65
Net income per common share-diluted	$ 1.72	$ 1.52	$ 2.83	$ 2.64

XML

Consolidated Statements of Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 24, 2020	Dec. 26, 2019	Dec. 24, 2020	Dec. 26, 2019
Statement of Comprehensive Income [Abstract]
Interest expense to related parties	$ 165	$ 232	$ 332	$ 479

XML

Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Dec. 24, 2020	Jun. 25, 2020	Dec. 26, 2019
CURRENT ASSETS:
Cash	$ 1,763	$ 1,535	$ 1,393
Accounts receivable, less allowance for doubtful accounts of $325, $391 and $425	60,495	56,953	52,653
Inventories	155,371	172,068	172,340
Prepaid expenses and other current assets	9,872	8,315	5,992
TOTAL CURRENT ASSETS	227,501	238,871	232,378
PROPERTY, PLANT AND EQUIPMENT:
Land	9,277	9,285	9,285
Buildings	110,611	110,294	109,671
Machinery and equipment	224,458	218,021	212,532
Furniture and leasehold improvements	5,199	5,179	5,160
Vehicles	642	682	682
Construction in progress	6,577	2,244	3,817
Property, plant and equipment gross	356,764	345,705	341,147
Less: Accumulated depreciation	244,447	239,013	233,825
Property, plant and equipment net	112,317	106,692	107,322
Rental investment property, less accumulated depreciation of $12,422, $12,018 and $11,615	16,701	17,105	17,508
TOTAL PROPERTY, PLANT AND EQUIPMENT	129,018	123,797	124,830
Intangible assets, net	10,968	12,125	13,282
Cash surrender value of officers' life insurance and other assets	9,017	11,875	9,124
Deferred income taxes	7,288	6,788	5,616
Goodwill	9,650	9,650	9,650
Operating lease right-of-use assets	4,119	4,351	4,823
TOTAL ASSETS	397,561	407,457	399,703
CURRENT LIABILITIES:
Revolving credit facility borrowings	9,169	27,008	13,495
Current maturities of long-term debt, including related party debt of $605, $585 and $565 and net of unamortized debt issuance costs of $20, $25 and $30	3,780	5,285	7,110
Accounts payable	52,140	36,323	70,979
Bank overdraft	1,510	2,041	1,349
Accrued payroll and related benefits	13,470	25,641	13,429
Other accrued expenses	10,907	10,729	11,027
Income taxes payable	7,012	5,141	347
TOTAL CURRENT LIABILITIES	97,988	112,168	117,736
LONG-TERM LIABILITIES:
Long-term debt, less current maturities, including related party debt of $8,639, $8,947 and $9,244 and net of unamortized debt issuance costs of $10, $19 and $30	12,817	14,730	16,597
Retirement plan	32,146	31,573	25,212
Long-term operating lease liabilities, net of current portion	2,704	2,990	3,456
Other	7,899	7,758	7,786
TOTAL LONG-TERM LIABILITIES	55,566	57,051	53,051
TOTAL LIABILITIES	153,554	169,219	170,787
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Capital in excess of par value	125,032	123,899	122,984
Retained earnings	128,070	124,058	111,807
Accumulated other comprehensive loss	(8,007)	(8,630)	(4,786)
Treasury stock, at cost; 117,900 shares of Common Stock	(1,204)	(1,204)	(1,204)
TOTAL STOCKHOLDERS' EQUITY	244,007	238,238	228,916
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	397,561	407,457	399,703
Class A Common Stock [Member]
STOCKHOLDERS' EQUITY:
Common Stock	26	26	26
TOTAL STOCKHOLDERS' EQUITY	26	26	26
Common Stock, Non-Cumulative Voting Rights of One Vote Per Share [Member]
STOCKHOLDERS' EQUITY:
Common Stock	90	89	89
TOTAL STOCKHOLDERS' EQUITY	$ 90	$ 89	$ 89

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Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Dec. 24, 2020	Jun. 25, 2020	Dec. 26, 2019
Allowance for doubtful accounts for accounts receivable, current	$ 325	$ 391	$ 425
Accumulated depreciation of rental investment property	12,422	12,018	11,615
Current maturities of long-term debt, related party debt	605	585	565
Unamortized debt issuance costs, current	20	25	30
Related party debt, Non-current	8,639	8,947	9,244
Unamortized debt issuance costs, noncurrent	$ 10	$ 19	$ 30
Treasury stock, shares	117,900	117,900	117,900
Class A Common Stock [Member]
Common stock, par value	$ 0.01	$ 0.01	$ 0.01
Common stock, shares authorized	10,000,000	10,000,000	10,000,000
Common stock, shares issued	2,597,426	2,597,426	2,597,426
Common stock, shares outstanding	2,597,426	2,597,426	2,597,426
Common Stock, Non-Cumulative Voting Rights of One Vote Per Share [Member]
Common stock, par value	$ 0.01	$ 0.01	$ 0.01
Common stock, shares authorized	17,000,000	17,000,000	17,000,000
Common stock, shares issued	8,983,588	8,939,890	8,937,236

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Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands		Total	Capital in Excess of Par Value [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Loss [Member]	Treasury Stock [Member]	Class A Common Stock [Member]	Common Stock, Non-Cumulative Voting Rights of One Vote Per Share [Member]
Balance at Jun. 27, 2019		$ 254,555	$ 122,257	$ 137,712	$ (4,325)	$ (1,204)	$ 26	$ 89
Balance, Shares at Jun. 27, 2019							2,597,426	8,909,406
Net income		12,926		12,926
Cash dividends		(34,321)		(34,321)
Pension liability amortization, net of income tax (expense)		257			257
Impact of adopting ASU 2018-02		0		976	(976)
Stock-based compensation expense		633	633
Balance at Sep. 26, 2019		234,050	122,890	117,293	(5,044)	(1,204)	$ 26	$ 89
Balance, Shares at Sep. 26, 2019							2,597,426	8,909,406
Balance at Jun. 27, 2019		254,555	122,257	137,712	(4,325)	(1,204)	$ 26	$ 89
Balance, Shares at Jun. 27, 2019							2,597,426	8,909,406
Net income		30,387
Impact of adopting ASU 2018-02	[1]				(976)
Balance at Dec. 26, 2019		228,916	122,984	111,807	(4,786)	(1,204)	$ 26	$ 89
Balance, Shares at Dec. 26, 2019							2,597,426	8,937,236
Balance at Sep. 26, 2019		234,050	122,890	117,293	(5,044)	(1,204)	$ 26	$ 89
Balance, Shares at Sep. 26, 2019							2,597,426	8,909,406
Net income		17,461		17,461
Cash dividends		(22,947)		(22,947)
Pension liability amortization, net of income tax (expense)		258			258
Equity award exercises, net of shares withheld for employee taxes		(761)	(761)					$ 0
Equity award exercises, net of shares withheld for employee taxes, shares								27,830
Stock-based compensation expense		855	855
Balance at Dec. 26, 2019		228,916	122,984	111,807	(4,786)	(1,204)	$ 26	$ 89
Balance, Shares at Dec. 26, 2019							2,597,426	8,937,236
Balance at Jun. 25, 2020		238,238	123,899	124,058	(8,630)	(1,204)	$ 26	$ 89
Balance, Shares at Jun. 25, 2020							2,597,426	8,939,890
Net income		12,812		12,812
Cash dividends		(28,685)		(28,685)
Pension liability amortization, net of income tax (expense)		312			312
Equity award exercises, net of shares withheld for employee taxes			0					$ 0
Equity award exercises, net of shares withheld for employee taxes, shares								221
Stock-based compensation expense		622	622
Balance at Sep. 24, 2020		223,299	124,521	108,185	(8,318)	(1,204)	$ 26	$ 89
Balance, Shares at Sep. 24, 2020							2,597,426	8,940,111
Balance at Jun. 25, 2020		238,238	123,899	124,058	(8,630)	(1,204)	$ 26	$ 89
Balance, Shares at Jun. 25, 2020							2,597,426	8,939,890
Net income		32,697
Equity award exercises, net of shares withheld for employee taxes		0
Impact of adopting ASU 2018-02	[1]				0
Balance at Dec. 24, 2020		244,007	125,032	128,070	(8,007)	(1,204)	$ 26	$ 90
Balance, Shares at Dec. 24, 2020							2,597,426	8,983,588
Balance at Sep. 24, 2020		223,299	124,521	108,185	(8,318)	(1,204)	$ 26	$ 89
Balance, Shares at Sep. 24, 2020							2,597,426	8,940,111
Net income		19,885		19,885
Pension liability amortization, net of income tax (expense)		311			311
Equity award exercises, net of shares withheld for employee taxes		(486)	(487)					$ 1
Equity award exercises, net of shares withheld for employee taxes, shares								43,477
Stock-based compensation expense		998	998
Balance at Dec. 24, 2020		$ 244,007	$ 125,032	$ 128,070	$ (8,007)	$ (1,204)	$ 26	$ 90
Balance, Shares at Dec. 24, 2020							2,597,426	8,983,588

[1] Amounts in parenthesis indicate debits/expense.

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Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Sep. 24, 2020	Dec. 26, 2019	Sep. 26, 2019
Statement of Stockholders' Equity [Abstract]
Cash dividends per common share	$ 2.50	$ 2.00	$ 3.00
Pension liability amortization income tax expense	$ 104	$ 86	$ 86

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Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Dec. 24, 2020	Dec. 26, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 32,697	$ 30,387
Depreciation and amortization	9,089	9,225
Gain on disposition of assets, net	(2,530)	(33)
Deferred income tax (benefit) expense	(500)	107
Stock-based compensation expense	1,620	1,488
Change in assets and liabilities:
Accounts receivable, net	(1,247)	8,316
Inventories	16,697	(15,316)
Prepaid expenses and other current assets	(1,557)	(345)
Accounts payable	16,244	28,486
Accrued expenses	(11,993)	(8,964)
Income taxes payable	1,871	(640)
Other long-term assets and liabilities	344	582
Other, net	1,200	992
Net cash provided by operating activities	61,935	54,285
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	(11,121)	(6,465)
Proceeds from insurance recoveries	0	232
Other	387	85
Net cash used in investing activities	(10,734)	(6,148)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net short-term (repayments) borrowings	(17,839)	13,495
Debt issue costs	0	(218)
Principal payments on long-term debt	(3,432)	(4,031)
(Decrease) increase in bank overdraft	(531)	448
Dividends paid	(28,685)	(57,268)
Taxes paid related to net share settlement of equity awards	(486)	(761)
Net cash used in financing activities	(50,973)	(48,335)
NET INCREASE (DECREASE) IN CASH	228	(198)
Cash, beginning of period	1,535	1,591
Cash, end of period	1,763	1,393
Supplemental disclosure of non-cash activities:
Right-of-use assets recognized at ASU No. 2016-02 transition	$ 0	$ 5,361

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Basis of Presentation and Description of Business

6 Months Ended

Dec. 24, 2020

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 2021 and fiscal 2020 are to the fiscal year ending June 24, 2021 and the fiscal year ended June 25, 2020, respectively.

• References herein to the second quarter of fiscal 2021 and fiscal 2020 are to the quarters ended December 24, 2020 and December 26, 2019, respectively.

• References herein to the first half or first twenty-six weeks of fiscal 2021 and fiscal 2020 are to the twenty-six weeks ended December 24, 2020 and December 26, 2019, 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 a variety of private brands and under the Fisher, Orchard Valley Harvest, Squirrel Brand, Southern Style Nuts and Sunshine Country brand names. We also market and distribute, and in most cases, manufacture or process, a diverse product line of food and snack products, including peanut butter, almond butter, cashew butter, candy and confections, snacks and trail mixes, snack bites, sunflower kernels, dried fruit, corn snacks, chickpea snacks, sesame sticks and other sesame snack products under private brands and brand names. Our products are sold through three primary distribution channels to significant buyers of nuts, 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 25, 2020 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 2020 Annual Report on Form 10-K for the fiscal year ended June 25, 2020.

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Revenue Recognition

6 Months Ended

Dec. 24, 2020

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Note 2 – Revenue Recognition

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

When Performance Obligations Are Satisfied

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

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

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

Variable Consideration

Some of our products are sold through specific incentive programs consisting of promotional allowances, volume and customer rebates, in-store display incentives and marketing allowances, among others, to consumer and some commercial ingredient customers. The ultimate cost of these programs is dependent on certain factors such as actual purchase volumes or customer activities and is dependent on significant management estimate and judgment. The Company accounts for these programs as variable consideration and recognizes a reduction in revenue (and a corresponding reduction in the transaction price) in the same period as the underlying program based upon the terms of the specific arrangements.

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

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

Contract Balances

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

Disaggregation of Revenue

Revenue disaggregated by sales channel is as follows:

	For the Quarter Ended				For the Twenty-six Weeks Ended
Distribution Channel	December 24, 2020		December 26, 2019		December 24, 2020		December 26, 2019
Consumer	$	192,029	$	188,086	$	358,786	$	345,232
Commercial Ingredients		20,536		34,247		43,347		71,135
Contract Packaging		21,010		24,090		41,715		47,902
Total	$	233,575	$	246,423	$	443,848	$	464,269

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Leases

6 Months Ended

Dec. 24, 2020

Leases [Abstract]

Leases

Note 3 – Leases

Description of Leases

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

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

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

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

	December 24, 2020		June 25, 2020		December 26, 2019		Affected Line Item in Consolidated Balance Sheet
Assets
Operating lease right-of-use assets	$	4,119	$	4,351	$	4,823	Operating lease right-of-use assets
Total lease right-of-use assets	$	4,119	$	4,351	$	4,823
Liabilities
Current:
Operating leases	$	1,429	$	1,376	$	1,354	Other accrued expenses
Noncurrent:
Operating leases		2,704		2,990		3,456	Long-term operating lease liabilities
Total lease liabilities	$	4,133	$	4,366	$	4,810

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

	For the Quarter Ended				For the Twenty-six Weeks Ended
	December 24, 2020		December 26, 2019		December 24, 2020		December 26, 2019
Operating lease costs (a)	$	477	$	460	$	950	$	834
Variable lease costs (b)		17		15		37		31
Total Lease Cost	$	494	$	475	$	987	$	865

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

(b)  Variable lease costs consist of sales tax.

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

	For the Twenty-six Weeks Ended
	December 24, 2020		December 26, 2019
Operating cash flows information:
Cash paid for amounts included in measurements for lease liabilities	$	810	$	770
Non-cash activity:
Right-of-use assets obtained in exchange for new operating lease obligations	$	490	$	163

	December 24, 2020			June 25, 2020			December 26, 2019
Weighted Average Remaining Lease Term (in years)		3.1			3.4			3.8
Weighted Average Discount Rate		4.3	%		4.4	%		4.5	%

Maturities of operating lease liabilities as of December 24, 2020 are as follows:

Fiscal year ending
June 24, 2021 (excluding the twenty-six weeks ended December 24, 2020)	$	801
June 30, 2022		1,489
June 29, 2023		1,236
June 27, 2024		593
June 26, 2025		231
June 25, 2026		59
Thereafter		—
Total lease payment		4,409
Less imputed interest		(276	)
Present value of operating lease liabilities	$	4,133

At December 24, 2020, the Company has one additional operating lease of approximately $83 that has not yet commenced and therefore is not reflected in the Consolidated Balance Sheet and tables above. The lease is scheduled to commence in the third quarter of fiscal 2021 with an initial lease term of 5 years.

Lessor Accounting

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

Leasing revenue is as follows:

	For the Quarter ended				For the Twenty-six weeks ended
	December 24, 2020		December 26, 2019		December 24, 2020		December 26, 2019
Lease income related to lease payments	$	452	$	462	$	903	$	1,005

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

Fiscal year ending
June 24, 2021 (excluding the twenty-six weeks ended December 24, 2020)	$	983
June 30, 2022		1,708
June 29, 2023		1,737
June 27, 2024		1,766
June 26, 2025		1,228
June 25, 2026		670
Thereafter		614
	$8,706

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Inventories

6 Months Ended

Dec. 24, 2020

Inventory Disclosure [Abstract]

Inventories

Note 4 – Inventories

Inventories consist of the following:

	December 24, 2020		June 25, 2020		December 26, 2019
Raw material and supplies	$	66,793	$	69,276	$	$$		81,135
Work-in-process and finished goods		88,578		102,792		91,205
Total	$	155,371	$	172,068			$	172,340

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Goodwill and Intangible Assets

6 Months Ended

Dec. 24, 2020

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:

	December 24, 2020			June 25, 2020			December 26, 2019
Customer relationships	$	21,100		$	21,100		$	21,100
Brand names		16,990			16,990			16,990
Non-compete agreement		270			270			270
		38,360			38,360			38,360
Less accumulated amortization:
Customer relationships		(17,008	)		(16,223	)		(15,438	)
Brand names		(10,217	)		(9,873	)		(9,527	)
Non-compete agreement		(167	)		(139	)		(113	)
		(27,392)			(26,235)			(25,078)
Net intangible assets	$	10,968		$	12,125		$	13,282

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

Total amortization expense related to intangible assets, which is a component of Administrative expense, was $579 and $1,157 for the quarter and twenty-six weeks ended December 24, 2020, respectively. Amortization expense for the remainder of fiscal 2021 is expected to be approximately $1,008 and expected amortization expense the next five fiscal years is as follows:

Fiscal year ending
June 30, 2022	$	1,896
June 29, 2023		1,657
June 27, 2024		1,414
June 26, 2025		1,156
June 25, 2026		861

Our net goodwill of $9,650 relates entirely to the Squirrel Brand acquisition (the “Acquisition”) completed in the second quarter of fiscal 2018. There was no change in the carrying amount of goodwill during the twenty-six weeks ended December 24, 2020.

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Credit Facility

6 Months Ended

Dec. 24, 2020

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 December 24, 2020, we had $105,146 of available credit under the Credit Facility which reflects borrowings of $9,169 and reduced availability as a result of $3,185 in outstanding letters of credit. As of December 24, 2020, we were in compliance with all financial covenants under the Credit Facility and Mortgage Facility (as defined below).

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Earnings Per Common Share

6 Months Ended

Dec. 24, 2020

Earnings Per Share [Abstract]

Earnings Per Common Share

Note 7 – Earnings Per Common Share

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

	For the Quarter Ended				For the Twenty-six Weeks Ended
	December 24, 2020		December 26, 2019		December 24, 2020		December 26, 2019
Weighted average number of shares outstanding – basic		11,493,759		11,458,524		11,485,523		11,451,542
Effect of dilutive securities:
Restricted stock units		39,767		66,863		56,534		80,640
Weighted average number of shares outstanding – diluted		11,533,526		11,525,387		11,542,057		11,532,182

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

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Stock-Based Compensation Plans

6 Months Ended

Dec. 24, 2020

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

Stock-Based Compensation Plans

Note 8 – Stock-Based Compensation Plans

During the second quarter of fiscal 2021, there were 54,966 restricted stock units (“RSUs”) awarded to employees and non-employee members of the Board of Directors. The vesting period is generally three years for awards to employees and one year for awards to non-employee directors.

There were no stock option grants or other option activity during the first half of fiscal 2021.

The following is a summary of RSU activity for the first half of fiscal 2021:

Restricted Stock Units	Shares			Weighted Average Grant Date Fair Value
Outstanding at June 25, 2020		166,879		$	51.62
Activity:
Granted		54,966			68.97
Vested (a)		(50,602	)		47.76
Forfeited		(1,064	)		68.66
Outstanding at December 24, 2020		170,179		$	58.27

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

At December 24, 2020, there were 52,351 RSUs outstanding that were vested but deferred.

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

	For the Quarter Ended				For the Twenty-six Weeks Ended
	December 24, 2020		December 26, 2019		December 24, 2020		December 26, 2019
Stock-based compensation expense	$	998	$	855	$	1,620	$	1,488

As of December 24, 2020, there was $5,406 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 1.8 years.

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Retirement Plan

6 Months Ended

Dec. 24, 2020

Retirement Benefits [Abstract]

Retirement Plan

Note 9 – Retirement Plan

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

	For the Quarter Ended				For the Twenty-six Weeks Ended
	December 24, 2020		December 26, 2019		December 24, 2020		December 26, 2019
Service cost	$	236	$	178	$	472	$	356
Interest cost		215		223		429		446
Amortization of prior service cost		119		240		239		479
Amortization of loss		295		104		591		208
Net periodic benefit cost	$	865	$	745	$	1,731	$	1,489

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

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Accumulated Other Comprehensive Loss

6 Months Ended

Dec. 24, 2020

Equity [Abstract]

Accumulated Other Comprehensive Loss

Note 10 – Accumulated Other Comprehensive Loss

The table below sets forth the changes to accumulated other comprehensive loss (“AOCL”) for the twenty-six weeks ended December 24, 2020 and December 26, 2019. These changes are all related to our defined benefit pension plan.

	For the Twenty-Six Weeks Ended
Changes to AOCL (a)	December 24, 2020			December 26, 2019
Balance at beginning of period	$	(8,630	)	$	(4,325	)
Other comprehensive income before reclassifications		—			—
Amounts reclassified from accumulated other comprehensive loss		830			687
Tax effect		(207	)		(172	)
Net current-period other comprehensive income		623			515
Impact of adopting ASU 2018-02		—			(976	)
Balance at end of period	$	(8,007	)	$	(4,786	)

(a) Amounts in parenthesis indicate debits/expense.

The reclassifications out of AOCL for the quarter and twenty-six weeks ended December 24, 2020 and December 26, 2019 were as follows:

	For the Quarter Ended						For the Twenty-six Weeks Ended						Affected line item in the Consolidated Statements of Comprehensive Income
Reclassifications from AOCL to earnings (b)	December 24, 2020			December 26, 2019			December 24, 2020			December 26, 2019
Amortization of defined benefit pension items:
Unrecognized prior service cost	$	(119	)	$	(240	)	$	(239	)	$	(479	)	Other expense
Unrecognized net loss		(295	)		(104	)		(591	)		(208	)	Other expense
Total before tax		(414	)		(344	)		(830	)		(687	)
Tax effect		103			86			207			172		Income tax expense
Amortization of defined pension items, net of tax	$	(311	)	$	(258	)	$	(623	)	$	(515	)

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

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Commitments and Contingent Liabilities

6 Months Ended

Dec. 24, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingent Liabilities

Note 11 – Commitments and Contingent Liabilities

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

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Fair Value of Financial Instruments

6 Months Ended

Dec. 24, 2020

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Note 12 – Fair Value of Financial Instruments

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

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

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

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

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

	December 24, 2020		June 25, 2020		December 26, 2019
Carrying value of long-term debt:	$	16,627	$	20,059	$	23,767
Fair value of long-term debt:		17,180		20,186		24,164

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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Related Party Transaction

6 Months Ended

Dec. 24, 2020

Related Party Transactions [Abstract]

Related Party Transaction

Note 13 – Related Party Transaction

In connection with the acquisition of the Squirrel Brand business in the second quarter of fiscal 2018, we incurred $11,500 of unsecured debt pursuant to a promissory note (the “Promissory Note”) to the principal owner and seller of the Squirrel Brand business, who was subsequently appointed as an executive officer of the Company and was considered a related party. Late in the second quarter of fiscal 2020, the employment of this executive officer with the Company ceased. He is no longer considered a related party, and therefore the outstanding balance on the Promissory Note is not reflected as related party debt on our Consolidated Balance Sheet for any periods presented. There was no related party interest paid to this former executive officer during the twenty-six weeks ended December 24, 2020, and interest paid while the former executive officer was a related party was $57 and $127 for the quarter and twenty-six weeks ended December 26, 2019, respectively.

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Garysburg, North Carolina Facility

6 Months Ended

Dec. 24, 2020

Damage From Fire In Business Unit [Abstract]

Garysburg, North Carolina Facility

Note 14 – Garysburg, North Carolina Facility

On October 7, 2019 we experienced a fire at our peanut processing facility located in Garysburg, North Carolina. The fire occurred in our roasting room where all of the roasting equipment was destroyed. The fire also damaged some equipment in our packaging room and a portion of the roof. During fiscal 2020, the building and roof were repaired and brought back to their original condition.

After evaluating our options with regard to our peanut production operations, the Company currently plans to cease all operations permanently at the Garysburg facility. We completed shelling of the 2019 peanut crop during the

second quarter of this fiscal year and the facility will continue to be used to store and ship inshell peanuts through the remainder of fiscal 2021. We also expect to spend the remainder of the 2021 fiscal year cleaning and preparing the facility for sale or other utilization in our operations. Employee separation and related closure costs were immaterial for all periods presented.

We have adequate property damage and business interruption insurance in respect to this event, subject to applicable deductibles. Insurance claims have been filed under our property damage and business interruption policies. Insurance proceeds totaling $2,934 were received from the insurance carrier in fiscal 2020, and a receivable of $2,523 for the estimated final payment was recorded in the current second quarter. Insurance proceeds received for damage to capital equipment are recorded as investing activities on the Consolidated Statements of Cash Flows when received.

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Recent Accounting Pronouncements

6 Months Ended

Dec. 24, 2020

Accounting Changes and Error Corrections [Abstract]

Recent Accounting Pronouncements

Note 15 – Recent Accounting Pronouncements

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

In August 2018, the FASB issued ASU No. 2018-15 “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract”. The amendments in this Update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). ASU No. 2018-15 was adopted using the prospective method in the first quarter of fiscal 2021 and did not have a material impact on our Consolidated Financial Statements.

In August 2018, the FASB issued ASU No. 2018-14 “Compensation – Retirement Benefits – Defined Benefit Plans – General (Subtopic 715-20): Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans”. The amendments in this Update modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The amendments in this Update remove disclosures that no longer are considered cost beneficial, clarify the specific requirements of disclosures, and add disclosure requirements identified as relevant. ASU No. 2018-14 was adopted on a retrospective basis to all periods presented in the first quarter of fiscal 2021 and had no impact on our quarterly Consolidated Financial Statements.

In January 2017, the FASB issued ASU No. 2017-04 “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”. The amendments in this Update eliminate the need for entities to calculate the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination, commonly referred to as “Step 2”. Under this amendment, an entity will perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge is recognized for the amount by which the carrying value exceeds the reporting unit’s fair value. ASU No. 2017-04 was adopted in the first quarter of fiscal 2021 and did not have a material impact on our Consolidated Financial Statements.

In June 2016, the FASB issued ASU No. 2016-13 “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. The main objective of this Update is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The amendments in this Update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU No. 2016-13 was adopted using a modified retrospective transition method in the first quarter of fiscal 2021 and did not have a material impact on our Consolidated Financial Statements.

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

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Subsequent Event

6 Months Ended

Dec. 24, 2020

Subsequent Events [Abstract]

Subsequent Event

Note 16 – Subsequent Event

On January 27, 2021, our Board of Directors declared a special cash dividend of $2.50 per share on all issued and outstanding shares of Common Stock and Class A Stock of the Company (the “January 2021 Dividends”). The January 2021 Dividends will be paid on March 16, 2021 to stockholders of record as of the close of business on February 26, 2021.

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Revenue Recognition (Policies)

6 Months Ended

Dec. 24, 2020

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Note 2 – Revenue Recognition

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

When Performance Obligations Are Satisfied

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

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

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

Variable Consideration

Some of our products are sold through specific incentive programs consisting of promotional allowances, volume and customer rebates, in-store display incentives and marketing allowances, among others, to consumer and some commercial ingredient customers. The ultimate cost of these programs is dependent on certain factors such as actual purchase volumes or customer activities and is dependent on significant management estimate and judgment. The Company accounts for these programs as variable consideration and recognizes a reduction in revenue (and a corresponding reduction in the transaction price) in the same period as the underlying program based upon the terms of the specific arrangements.

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

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

Contract Balances

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

Disaggregation of Revenue

Revenue disaggregated by sales channel is as follows:

	For the Quarter Ended				For the Twenty-six Weeks Ended
Distribution Channel	December 24, 2020		December 26, 2019		December 24, 2020		December 26, 2019
Consumer	$	192,029	$	188,086	$	358,786	$	345,232
Commercial Ingredients		20,536		34,247		43,347		71,135
Contract Packaging		21,010		24,090		41,715		47,902
Total	$	233,575	$	246,423	$	443,848	$	464,269

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Revenue Recognition (Tables)

6 Months Ended

Dec. 24, 2020

Revenue from Contract with Customer [Abstract]

Summary of Revenue Disaggregated by Sales Channel

Revenue disaggregated by sales channel is as follows:

	For the Quarter Ended				For the Twenty-six Weeks Ended
Distribution Channel	December 24, 2020		December 26, 2019		December 24, 2020		December 26, 2019
Consumer	$	192,029	$	188,086	$	358,786	$	345,232
Commercial Ingredients		20,536		34,247		43,347		71,135
Contract Packaging		21,010		24,090		41,715		47,902
Total	$	233,575	$	246,423	$	443,848	$	464,269

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Leases (Tables)

6 Months Ended

Dec. 24, 2020

Leases [Abstract]

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

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

	December 24, 2020		June 25, 2020		December 26, 2019		Affected Line Item in Consolidated Balance Sheet
Assets
Operating lease right-of-use assets	$	4,119	$	4,351	$	4,823	Operating lease right-of-use assets
Total lease right-of-use assets	$	4,119	$	4,351	$	4,823
Liabilities
Current:
Operating leases	$	1,429	$	1,376	$	1,354	Other accrued expenses
Noncurrent:
Operating leases		2,704		2,990		3,456	Long-term operating lease liabilities
Total lease liabilities	$	4,133	$	4,366	$	4,810

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

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

	For the Quarter Ended				For the Twenty-six Weeks Ended
	December 24, 2020		December 26, 2019		December 24, 2020		December 26, 2019
Operating lease costs (a)	$	477	$	460	$	950	$	834
Variable lease costs (b)		17		15		37		31
Total Lease Cost	$	494	$	475	$	987	$	865

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

(b)  Variable lease costs consist of sales tax.

Supplemental cash flow and other information related to leases

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

	For the Twenty-six Weeks Ended
	December 24, 2020		December 26, 2019
Operating cash flows information:
Cash paid for amounts included in measurements for lease liabilities	$	810	$	770
Non-cash activity:
Right-of-use assets obtained in exchange for new operating lease obligations	$	490	$	163

Summary of other information

	December 24, 2020			June 25, 2020			December 26, 2019
Weighted Average Remaining Lease Term (in years)		3.1			3.4			3.8
Weighted Average Discount Rate		4.3	%		4.4	%		4.5	%

Summary of maturities of operating lease liabilities

Maturities of operating lease liabilities as of December 24, 2020 are as follows:

Fiscal year ending
June 24, 2021 (excluding the twenty-six weeks ended December 24, 2020)	$	801
June 30, 2022		1,489
June 29, 2023		1,236
June 27, 2024		593
June 26, 2025		231
June 25, 2026		59
Thereafter		—
Total lease payment		4,409
Less imputed interest		(276	)
Present value of operating lease liabilities	$	4,133

Summary of operating lease revenue

Leasing revenue is as follows:

	For the Quarter ended				For the Twenty-six weeks ended
	December 24, 2020		December 26, 2019		December 24, 2020		December 26, 2019
Lease income related to lease payments	$	452	$	462	$	903	$	1,005

Undiscounted fixed lease consideration under non-cancelable tenant operating leases

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

Fiscal year ending
June 24, 2021 (excluding the twenty-six weeks ended December 24, 2020)	$	983
June 30, 2022		1,708
June 29, 2023		1,737
June 27, 2024		1,766
June 26, 2025		1,228
June 25, 2026		670
Thereafter		614
	$8,706

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Inventories (Tables)

6 Months Ended

Dec. 24, 2020

Inventory Disclosure [Abstract]

Components of Inventories

Inventories consist of the following:

	December 24, 2020		June 25, 2020		December 26, 2019
Raw material and supplies	$	66,793	$	69,276	$	$$		81,135
Work-in-process and finished goods		88,578		102,792		91,205
Total	$	155,371	$	172,068			$	172,340

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Goodwill and Intangible Assets (Tables)

6 Months Ended

Dec. 24, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Components of Identifiable Intangible Assets

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

	December 24, 2020			June 25, 2020			December 26, 2019
Customer relationships	$	21,100		$	21,100		$	21,100
Brand names		16,990			16,990			16,990
Non-compete agreement		270			270			270
		38,360			38,360			38,360
Less accumulated amortization:
Customer relationships		(17,008	)		(16,223	)		(15,438	)
Brand names		(10,217	)		(9,873	)		(9,527	)
Non-compete agreement		(167	)		(139	)		(113	)
		(27,392)			(26,235)			(25,078)
Net intangible assets	$	10,968		$	12,125		$	13,282

Summary of Expected Amortization Expense

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

Fiscal year ending
June 30, 2022	$	1,896
June 29, 2023		1,657
June 27, 2024		1,414
June 26, 2025		1,156
June 25, 2026		861

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Earnings Per Common Share (Tables)

6 Months Ended

Dec. 24, 2020

Earnings Per Share [Abstract]

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

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

	For the Quarter Ended				For the Twenty-six Weeks Ended
	December 24, 2020		December 26, 2019		December 24, 2020		December 26, 2019
Weighted average number of shares outstanding – basic		11,493,759		11,458,524		11,485,523		11,451,542
Effect of dilutive securities:
Restricted stock units		39,767		66,863		56,534		80,640
Weighted average number of shares outstanding – diluted		11,533,526		11,525,387		11,542,057		11,532,182

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Stock-Based Compensation Plans (Tables)

6 Months Ended

Dec. 24, 2020

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

Summary of RSU Activity

The following is a summary of RSU activity for the first half of fiscal 2021:

Restricted Stock Units	Shares			Weighted Average Grant Date Fair Value
Outstanding at June 25, 2020		166,879		$	51.62
Activity:
Granted		54,966			68.97
Vested (a)		(50,602	)		47.76
Forfeited		(1,064	)		68.66
Outstanding at December 24, 2020		170,179		$	58.27

Summary of Compensation Cost and Income Tax Benefit

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

	For the Quarter Ended				For the Twenty-six Weeks Ended
	December 24, 2020		December 26, 2019		December 24, 2020		December 26, 2019
Stock-based compensation expense	$	998	$	855	$	1,620	$	1,488

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Retirement Plan (Tables)

6 Months Ended

Dec. 24, 2020

Retirement Benefits [Abstract]

Schedule of Net Periodic Pension Cost

 The components of net periodic benefit cost are as follows:

	For the Quarter Ended				For the Twenty-six Weeks Ended
	December 24, 2020		December 26, 2019		December 24, 2020		December 26, 2019
Service cost	$	236	$	178	$	472	$	356
Interest cost		215		223		429		446
Amortization of prior service cost		119		240		239		479
Amortization of loss		295		104		591		208
Net periodic benefit cost	$	865	$	745	$	1,731	$	1,489

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Accumulated Other Comprehensive Loss (Tables)

6 Months Ended

Dec. 24, 2020

Equity [Abstract]

Changes in Accumulated Other Comprehensive Loss

The table below sets forth the changes to accumulated other comprehensive loss (“AOCL”) for the twenty-six weeks ended December 24, 2020 and December 26, 2019. These changes are all related to our defined benefit pension plan.

	For the Twenty-Six Weeks Ended
Changes to AOCL (a)	December 24, 2020			December 26, 2019
Balance at beginning of period	$	(8,630	)	$	(4,325	)
Other comprehensive income before reclassifications		—			—
Amounts reclassified from accumulated other comprehensive loss		830			687
Tax effect		(207	)		(172	)
Net current-period other comprehensive income		623			515
Impact of adopting ASU 2018-02		—			(976	)
Balance at end of period	$	(8,007	)	$	(4,786	)

(a) Amounts in parenthesis indicate debits/expense.

Reclassifications Out of AOCL

The reclassifications out of AOCL for the quarter and twenty-six weeks ended December 24, 2020 and December 26, 2019 were as follows:

	For the Quarter Ended						For the Twenty-six Weeks Ended						Affected line item in the Consolidated Statements of Comprehensive Income
Reclassifications from AOCL to earnings (b)	December 24, 2020			December 26, 2019			December 24, 2020			December 26, 2019
Amortization of defined benefit pension items:
Unrecognized prior service cost	$	(119	)	$	(240	)	$	(239	)	$	(479	)	Other expense
Unrecognized net loss		(295	)		(104	)		(591	)		(208	)	Other expense
Total before tax		(414	)		(344	)		(830	)		(687	)
Tax effect		103			86			207			172		Income tax expense
Amortization of defined pension items, net of tax	$	(311	)	$	(258	)	$	(623	)	$	(515	)

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

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Fair Value of Financial Instruments (Tables)

6 Months Ended

Dec. 24, 2020

Fair Value Disclosures [Abstract]

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

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

	December 24, 2020		June 25, 2020		December 26, 2019
Carrying value of long-term debt:	$	16,627	$	20,059	$	23,767
Fair value of long-term debt:		17,180		20,186		24,164

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Basis of Presentation and Description of Business - Additional Information (Detail)	6 Months Ended
	Dec. 24, 2020 Channel
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of distribution channels	3

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Revenue Recognition - Additional Information (Detail) - USD ($) $ in Thousands	Dec. 24, 2020	Dec. 26, 2019
Disaggregation of Revenue [Line Items]
Contract assets	$ 0	$ 0

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Revenue Recognition - Summary of Revenue Disaggregated by Sales Channel (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 24, 2020	Dec. 26, 2019	Dec. 24, 2020	Dec. 26, 2019
Disaggregation of Revenue [Line Items]
Total	$ 233,575	$ 246,423	$ 443,848	$ 464,269
Consumer [Member]
Disaggregation of Revenue [Line Items]
Total	192,029	188,086	358,786	345,232
Commercial Ingredients [Member]
Disaggregation of Revenue [Line Items]
Total	20,536	34,247	43,347	71,135
Contract Packaging [Member]
Disaggregation of Revenue [Line Items]
Total	$ 21,010	$ 24,090	$ 41,715	$ 47,902

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Leases - Additional Information (Detail) $ in Thousands	Dec. 24, 2020 USD ($)
Operating Leased Assets [Line Items]
Operating leases not yet commenced	$ 83
Lessee operating lease lease not yet commenced term	5 years
Maximum [Member]
Operating Leased Assets [Line Items]
Remaining lease term	5 years 6 months

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Leases - Operating Lease Assets And Liabilities (Detail) - USD ($) $ in Thousands	Dec. 24, 2020	Jun. 25, 2020	Dec. 26, 2019
Assets
Operating lease right-of-use assets	$ 4,119	$ 4,351	$ 4,823
Noncurrent
Operating Lease, Liability, Noncurrent	2,704	2,990	3,456
Total lease liabilities	4,133	4,366	4,810
Operating LeaseRight Of UseAssets [Member]
Assets
Operating lease right-of-use assets	4,119	4,351	4,823
Other Liabilities [Member]
Current
Operating Lease, Liability, Current	1,429	1,376	1,354
Non Current Operating Lease Liabilities [Member]
Noncurrent
Operating Lease, Liability, Noncurrent	$ 2,704	$ 2,990	$ 3,456

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Leases - LeaseCost (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 24, 2020	Dec. 26, 2019	Dec. 24, 2020	Dec. 26, 2019
Leases [Abstract]
Operating lease costs	$ 477	$ 460	$ 950	$ 834
Variable lease costs	17	15	37	31
Total Lease Cost	$ 494	$ 475	$ 987	$ 865

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Leases - Operating Leases Cash Flow Related Information (Detail) - USD ($) $ in Thousands	6 Months Ended
	Dec. 24, 2020	Dec. 26, 2019
Operating cash flows information:
Cash paid for amounts included in measurements for lease liabilities	$ 810	$ 770
Non-cash activity:
Right of use assets obtained in exchange for new operating lease obligations	$ 490	$ 163

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Leases - Other Information Related to Operating Lease (Detail)	Dec. 24, 2020	Jun. 25, 2020	Dec. 26, 2019
Leases [Abstract]
Weighted Average Remaining Lease Term (in years)	3 years 1 month 6 days	3 years 4 months 24 days	3 years 9 months 18 days
Weighted Average Discount Rate	4.30%	4.40%	4.50%

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Leases - Lessee Operating Lease Liability Maturity (Detail) - USD ($) $ in Thousands	Dec. 24, 2020	Jun. 25, 2020	Dec. 26, 2019
Leases [Abstract]
June 24, 2021 (excluding the twenty-six weeks ended December 24, 2020)	$ 801
June 30, 2022	1,489
June 29, 2023	1,236
June 27, 2024	593
June 26, 2025	231
June 25, 2026	59
Thereafter	0
Total lease payment	4,409
Less imputed interest	(276)
Present value of operating lease liabilities	$ 4,133	$ 4,366	$ 4,810

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Leases - Operating Lease Revenue (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 24, 2020	Dec. 26, 2019	Dec. 24, 2020	Dec. 26, 2019
Leases [Abstract]
Lease income related to lease payments	$ 452	$ 462	$ 903	$ 1,005

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Leases - Lessor Operating Lease Payments To Be Received Maturity (Detail) $ in Thousands	Dec. 24, 2020 USD ($)
Leases [Abstract]
June 24, 2021 (excluding the twenty-six weeks ended December 24, 2020)	$ 983
June 30, 2022	1,708
June 29, 2023	1,737
June 27, 2024	1,766
June 26, 2025	1,228
June 25, 2026	670
Thereafter	614
Total	$ 8,706

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Inventories - Components of Inventories (Detail) - USD ($) $ in Thousands	Dec. 24, 2020	Jun. 25, 2020	Dec. 26, 2019
Inventory Disclosure [Abstract]
Raw material and supplies	$ 66,793	$ 69,276	$ 81,135
Work-in-process and finished goods	88,578	102,792	91,205
Total	$ 155,371	$ 172,068	$ 172,340

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Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Dec. 24, 2020	Dec. 24, 2020	Jun. 25, 2020	Dec. 26, 2019
Goodwill and Intangible Assets [Line Items]
Amortization expense for remainder of fiscal 2021	$ 1,008	$ 1,008
Goodwill related to acquisition of Squirrel Brand	9,650	9,650	$ 9,650	$ 9,650
Administrative Expenses [Member]
Goodwill and Intangible Assets [Line Items]
Amortization of intangible assets	579	1,157
Squirrel Brand [Member]
Goodwill and Intangible Assets [Line Items]
Goodwill related to acquisition of Squirrel Brand	$ 9,650	$ 9,650

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Goodwill and Intangible Assets - Components of Identifiable Intangible Assets (Detail) - USD ($) $ in Thousands	Dec. 24, 2020	Jun. 25, 2020	Dec. 26, 2019
Finite-Lived Intangible Assets [Line Items]
Total intangible assets, gross	$ 38,360	$ 38,360	$ 38,360
Less accumulated amortization:
Total accumulated amortization	(27,392)	(26,235)	(25,078)
Net intangible assets	10,968	12,125	13,282
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets, gross	21,100	21,100	21,100
Less accumulated amortization:
Total accumulated amortization	(17,008)	(16,223)	(15,438)
Brand Names [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets, gross	16,990	16,990	16,990
Less accumulated amortization:
Total accumulated amortization	(10,217)	(9,873)	(9,527)
Non-compete Agreement [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets, gross	270	270	270
Less accumulated amortization:
Total accumulated amortization	$ (167)	$ (139)	$ (113)

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Goodwill and Intangible Assets - Summary of Expected Amortization Expense (Detail) $ in Thousands	Dec. 24, 2020 USD ($)
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]
June 30, 2022	$ 1,896
June 29, 2023	1,657
June 27, 2024	1,414
June 26, 2025	1,156
June 25, 2026	$ 861

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Credit Facility - Additional Information (Detail) - Senior Secured Revolving Credit Facility [Member] - USD ($) $ in Thousands	Dec. 24, 2020	Mar. 05, 2020
Debt Instrument [Line Items]
Revolving loan commitment and letter of credit sub facility		$ 117,500
Available credit under the Credit Facility	$ 105,146
Outstanding letters of credit	3,185
Revolving credit facility borrowings	$ 9,169

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Earnings Per Common Share - Weighted Average Shares Outstanding Used in Computing Basic and Diluted Earnings Per Share (Detail) - shares	3 Months Ended		6 Months Ended
	Dec. 24, 2020	Dec. 26, 2019	Dec. 24, 2020	Dec. 26, 2019
Weighted Average Number of Shares Outstanding Reconciliation [Abstract]
Weighted average number of shares outstanding - basic	11,493,759	11,458,524	11,485,523	11,451,542
Effect of dilutive securities:
Restricted stock units	39,767	66,863	56,534	80,640
Weighted average number of shares outstanding - diluted	11,533,526	11,525,387	11,542,057	11,532,182

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Stock-Based Compensation Plans - Additional Information (Detail) $ in Thousands	3 Months Ended	6 Months Ended
	Dec. 24, 2020 USD ($) shares	Dec. 24, 2020 USD ($) shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected weighted average recognize period of unrecognized compensation cost related to non-vested share-based compensation		1 year 9 months 18 days
Unrecognized compensation expense related to non-vested share-based compensation | $	$ 5,406	$ 5,406
Restricted stock units in granted		54,966
Number of share options granted		0
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units in granted	54,966
Restricted stock units vested		52,351
Restricted Stock Units (RSUs) [Member] | Employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period of restricted stock units	3 years
Restricted Stock Units (RSUs) [Member] | Non Employee Outside Directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period of restricted stock units	1 year

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Stock-Based Compensation Plans - Summary of RSU Activity (Detail)	6 Months Ended
	Dec. 24, 2020 $ / shares shares
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Outstanding beginning balance, Shares | shares	166,879
Granted, Shares | shares	54,966
Vested, Shares | shares	(50,602)	[1]
Forfeited, Shares | shares	(1,064)
Outstanding ending balance, Shares | shares	170,179
Weighted-Average Grant-Date Fair Value, Beginning Balance | $ / shares	$ 51.62
Granted, Weighted-Average Grant-Date Fair Value | $ / shares	68.97
Vested, Weighted-Average Grant-Date Fair Value | $ / shares	47.76	[1]
Forfeited, Weighted-Average Grant-Date Fair Value | $ / shares	68.66
Weighted-Average Grant-Date Fair Value, Ending Balance | $ / shares	$ 58.27

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

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Stock-Based Compensation Plans - Summary of Compensation Expenses (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 24, 2020	Dec. 26, 2019	Dec. 24, 2020	Dec. 26, 2019
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Compensation cost charged to earnings	$ 998	$ 855	$ 1,620	$ 1,488

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Retirement Plan - Schedule of Net Periodic Benefit Cost (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 24, 2020	Dec. 26, 2019	Dec. 24, 2020	Dec. 26, 2019
Retirement Benefits [Abstract]
Service cost	$ 236	$ 178	$ 472	$ 356
Interest cost	215	223	429	446
Amortization of prior service cost	119	240	239	479
Amortization of loss	295	104	591	208
Net periodic benefit cost	$ 865	$ 745	$ 1,731	$ 1,489

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Accumulated Other Comprehensive Loss - Changes in Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands		3 Months Ended			6 Months Ended
		Dec. 24, 2020	Dec. 26, 2019	Sep. 26, 2019	Dec. 24, 2020		Dec. 26, 2019
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance at beginning of period					$ (8,630)
Net current-period other comprehensive income		$ 311	$ 258		623		$ 515
Impact of adopting ASU 2018-02				$ 0
Balance at end of period		(8,007)	(4,786)		(8,007)		(4,786)
Accumulated Other Comprehensive Loss [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance at beginning of period	[1]			(4,325)	(8,630)		(4,325)
Other comprehensive income before reclassifications	[1]				0		0
Amounts reclassified from accumulated other comprehensive loss	[1]				830		687
Tax effect	[1]				(207)		(172)
Net current-period other comprehensive income	[1]				623		515
Impact of adopting ASU 2018-02				$ (976)	0	[1]	(976)	[1]
Balance at end of period	[1]	$ (8,007)	$ (4,786)		$ (8,007)		$ (4,786)

[1] Amounts in parenthesis indicate debits/expense.

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Accumulated Other Comprehensive Loss - Reclassifications Out of AOCL (Detail) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Dec. 24, 2020	Dec. 26, 2019	Dec. 24, 2020	Dec. 26, 2019
Accumulated Defined Benefit Plans Adjustment, Net Prior Service Attributable to Parent [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Unrecognized prior service cost	[1]	$ (119)	$ (240)	$ (239)	$ (479)
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]	(295)	(104)	(591)	(208)
Amortization of Defined Benefit Pension Items [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Total before tax	[1]	(414)	(344)	(830)	(687)
Tax effect	[1]	103	86	207	172
Amortization of defined pension items, net of tax	[1]	$ (311)	$ (258)	$ (623)	$ (515)

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

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Fair Value of Financial Instruments - Carrying Value and Fair Value Estimate of Current and Long-Term Debt (Detail) - USD ($) $ in Thousands	Dec. 24, 2020	Jun. 25, 2020	Dec. 26, 2019
Fair Value Disclosures [Abstract]
Carrying value of long-term debt:	$ 16,627	$ 20,059	$ 23,767
Fair value of long-term debt:	$ 17,180	$ 20,186	$ 24,164

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Related Party Transaction - Additional Information (Detail) - Promissory Note [Member] - USD ($) $ in Thousands	6 Months Ended
	Dec. 24, 2020	Dec. 26, 2019
Purchase price financed by seller through unsecured debt	$ 11,500
Executive Officer [Member]
Interest paid to related parties	$ 57	$ 127

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Garysburg, North Carolina Facility - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Sep. 24, 2020	Dec. 24, 2020
Damage from Fire, Explosion or Other Hazard [Member]
Fire Note [Line Items]
Advance payment of insurance	$ 2,934	$ 2,523

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Subsequent Event - Additional Information (Detail) - Subsequent Event [Member]	Jan. 27, 2021 $ / shares
Subsequent Event [Line Items]
Special cash dividend	$ 2.50
Dividend payable date, declared day	Jan. 27, 2021
Dividend payable date	Mar. 16, 2021
Stockholders of record date	Feb. 26, 2021