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SANFILIPPO JOHN B & SON INC - Quarter Report: 2020 December (Form 10-Q)

Table of Contents
 
 
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.
 
 
 

 
Table of Contents
JOHN B. SANFILIPPO & SON, INC.
FORM
10-Q
FOR THE QUARTER ENDED DECEMBER 24, 2020
INDEX
 
 
  
Page
 
  
     
  
     
  
 
3
 
  
 
4
 
  
 
6
 
  
 
7
 
  
 
8
 
  
 
18
 
  
 
29
 
  
 
29
 
  
     
  
 
29
 
  
 
29
 
  
 
30
 
  
 
33
 
 
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Table of Contents
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.
 
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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.
 
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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.
 
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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.
 
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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.
 
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JOHN B. SANFILIPPO & SON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollars in thousands, except where noted and per share data)
Note 1 – Basis of Presentation and Description of Business
As used herein, unless the context otherwise indicates, the terms “we”, “us”, “our” or “Company” collectively refer to John B. Sanfilippo & Son, Inc. and our wholly-owned subsidiary, JBSS Ventures, LLC. Our fiscal year ends on the final Thursday of June each year, and typically consists of
fifty-two
weeks (four thirteen-week quarters). Additional information on the comparability of the periods presented is as follows:
 
   
References herein to fiscal 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.
 
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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.
 
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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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Table of Contents
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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Table of Contents
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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Table of Contents
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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Table of Contents
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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Table of Contents
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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Table of Contents
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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Table of Contents
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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Table of Contents
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   
    3.2   
*10.1   
*10.2   
*10.3   
*10.4   
*10.5   
*10.6   
*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)
 
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Exhibit No
  
Description
*10.8   
*10.9   
*10.10    Form of Employee Restricted Stock Unit Award Agreement under 2014 Omnibus Plan (fiscal 2021 awards cycle)
*10.11   
  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   
  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
 
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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.
 
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on 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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