☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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) |
☐.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of RegulationS-K (229.405 of this chapter) is not contained herein, and will not be contained to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form10-K or any amendment to this Form10-K. ☐.
Large accelerated filer | Accelerated filer | |||||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
Emerging growth company ☐
As stated above, we
Our branded and private brand products are sold through the major distribution channels to
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suppliers, including group purchasing organizations.
In the future, we expect to participate and fund sustainability efforts in the industry through trade associations.
We have historically purchased some of our packaging and labels from a related party.
2021.
Human Capital
Because the time between order and shipment is usually less than three weeks, we believe that any backlog as of a particular date is not material to an understanding of our business as a whole.
(xii)Government Regulations, Operating Hazards and Uninsured Risks
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A portion of our annual capital expenditure budget is allocated for compliance with government-mandated food safety standards. Compliance with food safety standards and other government regulations may have an impact on our operations and earnings, particularly if we fail to satisfy such standards or regulations and our products are recalled, harm our consumers or harm our Company’s reputation and standing as a leader of branded and private brand nut products. See Part I, Item 1A — “Risk Factors”.
Moreover, fluctuations in the market prices of nuts may affect the value of our inventories and profitability. We maintain significant inventories of nuts, and our financial condition could be materially and adversely affected by any significant decrease in the market price of such raw materials. See Part II, Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources”.
Significant Private Brand Competitive Activity Could Materially and Adversely Affect Our Financial Condition and Results of Operations
Some customer buying decisions, including some of our largest customers, are based upon a periodic bidding process in which the single, successful bidder is assured the selling of the selected product to the food retailer, supercenter or mass merchandiser until the next bidding process to the exclusion of other bidders. Our sales volume may decrease significantly if our bids are too high and we lose the ability to sell products through these channels, even temporarily. Alternatively, we risk reducing our margins if our bids are successful but below our desired price points. In addition, margins could be further reduced if commodity prices subsequently rise and customers are unwilling or unable to accept price increases. Should any of our significant customers elect to introduce or expand their private brand programs and we do not participate in such programs or the programs directly compete against our branded products, our sales volume could be negatively impacted. Any of these outcomes may materially and adversely affect our financial condition and results of operations.
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Our Inability to Manage Successfully the Price Gap Between our Private Brand Snack Nut Products and Those of our Branded Competitors May Materially and Adversely Affect Our Results of Operations
Although demand for private brand snack nut products (and our private brand snack nut products in particular) has increased, our competitors’ branded snack nut products have certain advantages over our private brand snack nut products primarily due to their advertising strategies, perceived product attributes, name recognition and pricing flexibility.
At the retail level, private brand snack nut products generally sell at a discount to those of branded competitors. If branded competitors reduce the price of their products, the price of branded snack nut products offered to consumers may approximate the prices of our private brand snack nut products. Further, promotional activities by branded competitors such as temporary price reductions,buy-one-get-one-free offerings and coupons, have the same general effect as price decreases. Price decreases initiated by branded competitors could result in a decline in the demand for our private brand snack nut products, which could negatively impact our sales volumes and overall profitability. Such sales volume and profitability decreases could materially and adversely affect our results of operations.
In addition, many of our competitors with significant branded operations have more diversified product offerings among a wider variety of food categories than we have. Such competitors could, as a result of their size or diversified offerings, be in a better position to decrease their prices or offer better promotions for their branded snack nut products. If competitors are able to exploit their size or diversification to make significant price reductions and offer better promotions, it could decrease our private brand snack nut sales, which could materially and adversely affect our results of operations.
Changing Consumer Preferences and Demand Could Materially and Adversely Affect Our Financial Condition and Results of Operations
Our financial performance depends in part on our ability to anticipate and offer products to our customers that appeal to their preferences. Consumer preferences, whether for branded products or private brand products or how consumers purchase such products, can quickly change based on a number of factors beyond our control. If we fail to anticipate, identify or react quickly to these changes and are unable to develop and market new and improved products to meet consumer preferences, demand for our products could suffer. In addition, demand for our products could be affected by consumer concerns regarding the health effects of nutrients or ingredients in any of our products. The development and introduction of new products requires substantial research and development, testing and marketing expenditures, which we may be unable to fully recover if the new products do not achieve the necessary commercial success. New product introduction also results in increased costs, including from the use of new manufacturing techniques, capital expenditures, new raw materials and ingredients, and additional marketing and trade spending. Consumers are also purchasing food products outside traditional retail supermarkets, including via the Internet. If we are unable to provide our customers with our products outside traditional retail supermarkets, demand for our products could suffer. Reduction in demand as a result of changing consumer preferences or inability to provide consumers with products they demand could materially and adversely affect our financial condition and results of operations.
Negative Consumer Perception About Our Branded Products Could Have a Material Adverse Effect on Our Financial Condition and Results of Operations
Our ability to develop, maintain and continually enhance the value of our branded products is critical to improving our operating and financial performance and implementing our Strategic Plan. The value of our branded products is based in large part on the degree to which consumers react and respond positively to these brands. Our brand value could diminish significantly due to a number of factors, including consumer perception that we have acted in an irresponsible or reckless manner, adverse publicity about our products (whether actual or fictitious), our failure to maintain the quality of our products, the failure of our products to deliver consistently positive consumer experiences, concerns about food safety or allergies, or our products becoming unavailable to consumers.
In addition, our success in enhancing the value of branded products depends on our ability to adapt to a rapidly changing media environment. We increasingly rely on social media and online advertising campaigns as well as advertising outside of traditional print and television channels. Negative posts or comments (whether actual or fictitious) about us or the type of products we produce, market or sell on online social networks, product review sites or similar online activity could seriously impact consumer demand for our products. We are subject to a variety of legal and regulatory restrictions on how we market and advertise our products. These restrictions may limit our ability to respond as the media and communications environment continues to evolve. If we do not react appropriately, then our product sales, financial condition and results of operations could be materially and adversely affected.
We Sometimes Enter Into Fixed Price Commitments without First Knowing Our Acquisition Costs, Which Could Have a Material Adverse Effect on Our Financial Condition and Results of Operations
We enter into fixed price commitments with a portion of our commercial ingredient sales customers and certain other customers. The commitments are for a fixed period of time, typically three months to twelve months, but may be extended if remaining balances exist. Such commitments with a term of six months or more represented approximately 9% of our annual net sales in fiscal 2017. Sometimes we enter into fixed price commitments with respect to certain of our nut products before fixing our acquisition costs in order to maintain customer relationships or when, in management’s judgment, market or crop harvest conditions so warrant. To the extent we do so and our fixed prices are not properly aligned with our acquisition costs, then these fixed price commitments may result in reduced or negative gross profit margins which could have a material adverse effect on our financial condition and results of operations.
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Our Generally Vertically Integrated Model Could Materially and Adversely Affect Our Results of Operations
We have a generally vertically integrated nut processing operation that enables us to control almost every step of the process for pecans, peanuts and walnuts, including procurement from growers. Our generally vertically integrated model has in the past resulted, and may in the future result, in significant losses because we are subject to the various risks associated with purchasing a majority of our pecans, peanuts and walnuts directly from growers, including the risk of purchasing such products from growers at costs that later, due to altered market conditions, prove to be above prevailing market prices at time of sale. Accordingly, because we purchase a majority of our pecans, peanuts and walnuts directly from growers during harvest season and shell and process these nuts throughout our fiscal year, there is a possibility that, after we acquire these nuts, market conditions may change andchange. Depending on these changing market conditions, we willmay be forced to sell these nuts at reduced prices relative to our acquisition costs,cost. Any one or even atmore of the foregoing aspects may have a loss which could materially and adversely affectmaterial adverse effect on our results of operations, cash flows and financial condition.
We
We are dependent
results of operations.
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The Risk Assessment Conducted by the U.S. Food and Drug Administration on the Risks of Tree Nuts May Have a Material Adverse Effect on Our Financial Condition, Results of Operations and Cash Flows
The U.S. Food and Drug Administration (“FDA”) is assessing the risks of Salmonella contamination associated with tree nuts. This assessment, which includes randomly sampling tree nuts in the marketplace, has resulted in product recalls in the nut industry. The results and impact of this risk assessment and recalls based on sampling could also lead to increased industry-specific regulation and/or additional risk-based preventive controls which may result in increased compliance costs, capital expenditures to meetFDA-imposed requirements and reputation risks to our branded and private brand products. Recalls or significant expenditures to satisfy FDA requirements could have a material adverse effect on our financial condition, results of operations and cash flows.
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so, particularly during times of increased labor costs or labor shortages.
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29, 201724, 2021 will be processed during the first quarterhalf of fiscal 20182022 and any adjustment to our bulk stored nut inventory quantity will be recorded at that time. There can be no assurance that any bulk stored nut inventory quantity adjustments will not have a material adverse effect on our results of operations in the future.Certain of Our Stockholders Possess a Majority of Aggregate Voting Power in the Company and Members of The Sanfilippo Group Have Pledged a Substantial Amount of their Class A Stock, Which May Make a Takeover or Change in Control More or Less Difficult and Could Materially and Adversely Affect Our Financial Condition and Results of OperationsAs of August 23, 2017, Jasper B. Sanfilippo Sr., Marian Sanfilippo, Jeffrey T. Sanfilippo, Jasper B. Sanfilippo, Jr., Lisa A. Sanfilippo, John E. Sanfilippo and James J. Sanfilippo (the “Sanfilippo Group”) own or control Common Stock (one vote per share) and Class A Stock (ten votes per share on all matters other than the election of Common Stock directors) representing approximately a 51.0% voting interest in the Company. As of August 23, 2017, Michael J. Valentine and Mathias A. Valentine (the “Valentine Group”) own or control Common Stock (one vote per share) and Class A Stock (ten votes per share on all matters other than the election of Common Stock directors) representing approximately a 24.0% voting interest in the Company. In addition, the Sanfilippo Group and the Valentine Group as holders of the Class A Stock are entitled to elect six Class A Directors which represents 67% of our entire Board of Directors. As a result, the Sanfilippo Group and the Valentine Group together are able to direct the election of a majority of the members to the Board of Directors. In addition, the Sanfilippo Group is able to exert certain influence on our business, or take certain actions, that cannot be counteracted by another stockholder or group of stockholders. The Sanfilippo Group is able to determine the outcome of nearly all matters submitted to a vote of our stockholders, including any amendments to our certificate of incorporation or bylaws. The Sanfilippo Group has the power to prevent or cause dividends, or a change in control or sale of the Company, which may or may not be in the best interests of other stockholders, and can take other actions that may be less favorable to other stockholders and more favorable to the Sanfilippo Group, subject to applicable legal limitations, which could materially and adversely affect our financial condition, results of operations and cash flows.In addition, several members of the Sanfilippo Group that beneficially own a significant interest in our Company have pledged a substantial portion of the Company’s Class A Stock that they own to secure loans made to them by commercial banks. If a stockholder defaults on any of its obligations under these pledge agreements or the related loan documents, these banks may have the right to sell the pledged shares. Such a sale could cause our Company’s stock price to decline. Many of the occurrences that could result in a foreclosure of the pledged shares are out of our control and are unrelated to our operations. Because these shares are pledged to secure loans, the occurrence of an event of default could result in a sale of pledged shares that could cause a change of control of our Company, even when such a change may not be in the best interests of our stockholders, and it could also result in a default under certain material contracts to which we are a party, including an event of default under the Credit Agreement by and among the Company, Wells Fargo Capital Finance (f/k/a Wells Fargo Foothill, LLC), as the arranger and administrative agent and a syndicate of lenders, dated February 7, 2008 (as amended, the “Credit Facility”), which could materially and adversely affect our financial condition, results of operations and cash flows.10
Essentially all of Our Real Property is Encumbered, Which Could Materially and Adversely Affect Our Ability to Obtain Additional Capital if Required Which Could Materially and Adversely Affect Our Financial Condition, Results of Operations and Cash Flows
Our financing arrangements include a mortgage facility, which is secured by essentially all of our owned real property located in Elgin, Illinois, Gustine, California and Garysburg, North Carolina. Because essentially all of our owned real property is encumbered, such properties are not available as a means of securing further capital in the event that additional capital is required because of unexpected events, losses or other circumstances, which could materially and adversely affect our financial condition, results of operations and cash flows.
General Economic Conditions and Increased Production Costs Could Materially and Adversely Affect Our Financial Condition and Results of Operations
General economic conditions and the effects of a recession, including uncertainty in economic conditions and an economic downturn, and political uncertainties, including political action or inaction having an impact on the economy, could have a material adverse effect on our cash flow from operations, results of operations and financial condition. These conditions may include, among other things, higher unemployment, increased commodity costs, increased raw material costs, increased packaging material prices, decreases or alterations in consumer demand, changes in buying patterns, adverse changes in tax rates, interest rate and capital market volatility, adverse changes in the purchasing power of the U.S. dollar and higher general water, energy, transportation and fuel costs. Maintaining the prices of our products, initiating price increases (including passing along price increases for commodities used in our products) and increasing the demand for our products (especially when prices for our products are decreasing due to commodity price decreases), all of which are important to our plans to increase profitability, may be materially and adversely affected by general economic conditions and increases in production costs. Among other considerations, nuts and our other products are not essential products and therefore demand and sales volume could decrease. In addition, a general economic downturn could cause one or more of our vendors, suppliers, distributors and customers to experience cash flow problems and, therefore, such vendors, suppliers, distributors and customers may be forced to reduce their output, shut down their operations or file for bankruptcy protection, which in some cases would make it difficult for us to continue production of certain products, could require us to reduce sales of our products or could result in uncollectable accounts receivable. Financial difficulties or solvency problems at these vendors, suppliers and distributors could materially adversely affect their ability to supply us with products or adequate products, which could disrupt our operations. It may be difficult to find a replacement for certain vendors, suppliers or distributors without significant delay or increase in cost. Any of the foregoing could materially and adversely affect our financial condition and results of operations.
Litigation Could Materially and Adversely Affect Our Financial Condition and Results of Operations
We have been the subject of litigation and investigations in the past, and we may become the subject of litigation and investigations in the future, which may include lawsuits or claims related to contracts, intellectual property, product recalls, product liability, the marketing and labeling of products, employment matters, wage and hour matters, environmental matters or other aspects of our business. Plaintiffs or regulatory bodies could seek recovery of very large or indeterminate amounts, and the magnitude of the potential loss relating to lawsuits and investigations is difficult to accurately estimate. Regardless of whether any claims against us are valid, or whether we are ultimately held liable, such litigation and investigations may be expensive to defend and may divert time, money and management attention away from our operations and negatively impact our financial performance. We maintain insurance in amounts we believe to be adequate based on our business operations. However, we may incur claims or liabilities for which we are not insured, that exceed the amount of our insurance coverage or that our insurers may raise various objections and exceptions to coverage. A judgment or settlement for significant monetary damages or requiring other significant changes to our business or assets could materially and adversely affect our financial condition and results of operations. Any adverse publicity resulting from allegations or investigations may also adversely affect our reputation and the reputation of our products, which in turn could materially and adversely affect our financial condition and results of operations.
Technology Disruptions, Failures or Breaches Could Materially and Adversely Affect Our Financial Condition and Results of Operations
We depend on information technology to maintain and streamline our operations, including, among other things, (i) interfacing with our locations, customers and suppliers, (ii) complying with financial reporting, legal and tax regulatory requirements, (iii) maintaining logistics, inventory control and monitoring systems and (iv) providing us with real-time feedback about our business. Like other companies, our information technology systems may be vulnerable to a variety of interruptions due to events beyond our control, including natural disasters, terrorist attacks, telecommunications failures, outages during replacement or upgrades, computer viruses, hardware failures, power outages, hackers, ransomware attacks, cyber risks and other security issues. We have technology security initiatives, cyber insurance and disaster recovery plans in place to mitigate our risk to these vulnerabilities, but these measures may not be adequate, particularly as the global dependence on technology increases. In addition, if we are unable to prevent security breaches or disclosure ofnon-public information, we may suffer financial and reputational damage, litigation or remediation costs or penalties because of the unauthorized disclosure of confidential information belonging to us or to our customers, consumers, or suppliers.
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In addition, we have outsourced several information technology support services and administrative functions to third-party service providers, and may outsource other functions in the future to achieve cost savings and efficiencies. If the service providers to which we outsource these functions do not perform effectively, we may not be able to achieve the expected cost savings and may have to incur additional costs to correct errors made by such service providers. Depending on the function involved, such errors may also lead to business disruption, processing inefficiencies, the loss of or damage to intellectual property through security breach, the loss of sensitive data through security breach, or otherwise. While we or any third party service provider have not experienced any significant disruption, failure or breach impacting our information technology systems, any such disruption, failure or breach could adversely affect our financial condition and results of operations.
Our Products are Processed at a Limited Number of Production Facilities and any Significant Disruption at any of Our Production Facilities or Disruption with a Third Party Supplier Could Have a Material Adverse Effect on Our Financial Condition and Results of Operations
Our products are shelled, manufactured or otherwise processed at our five production facilities. However, certain nut andnut-related products, including the shelling of peanuts, walnuts and pecans and processing and packaging of certain other products, are conducted only at a single location. If any of these production facilities experiences a disruption for any reason, including a work stoppage, power failure, fire, pandemic, terrorism or weather related condition or natural disaster, this could result in a significant reduction or elimination of the availability of some of our products. In addition, a dispute with, or disruption at, a significant third party supplier, service provider or distributor may impact our ability to produce, package, market, transport and sell our products. If we were not able to obtain alternate production, shelling or processing capability in a timely manner or on satisfactory terms, this could have a material adverse effect on our financial condition and results of operations.
Inability to Protect Our Intellectual Property or Avoid Intellectual Property Disputes Could Materially and Adversely Affect Our Financial Condition and Results of Operations
We consider our intellectual property rights, particularly and most notably our brand trademarks (such as ourFisher, Orchard Valley HarvestandSunshine Country trademarks), but also our patents, trade secrets,know-how copyrights and licensing agreements, to be a significant and valuable aspect of our business. We attempt to protect our intellectual property rights through a combination of patent, service mark, trademark, copyright and trade secret laws, as well as licensing agreements, third party nondisclosure and assignment agreements and policing of third party misuses of our intellectual property both domestically and internationally. Our failure to obtain or adequately protect our trademarks, products, new features of our products, or our trade secrets and technology, or any change in law or other changes that serve to lessen or remove the current legal protections of our intellectual property, may diminish our competitiveness and could materially and adversely affect our financial condition and results of operations.
In addition, we may be unaware of intellectual property rights of others that may cover some of our technology, brands or products. Any disputes regarding patents or other intellectual property could be costly and time-consuming and could divert the attention of our management and key personnel from our business operations. Third party claims of intellectual property infringement might also require us to enter into costly license agreements. We also may be subject to significant damages or injunctions against development and sale of certain products if found to be liable for infringing activity. Any such activities could materially and adversely affect our financial condition and results of operations.
Unsuccessful Implementation of Our Strategic Plan Could Materially and Adversely Affect Our Financial Condition and Results of Operations
We developed a strategic plan (the “Strategic Plan”), most recently updated in fiscal 2016, to help us achieve long-term profitable growth. As part of this Strategic Plan, we have taken a number of actions including, among other things, promotion of our branded and snack nut products, expanding distribution in traditional retail channels and alternative channels and other strategies related to increasing sales ofnon-branded business at existing key customers. We are taking these actions in order to increase sales in all of our distribution channels. There are no assurances that we will be successful in achieving any portion of our Strategic Plan, or any other efficiency measures.
In addition, we have in the past, as part of our Strategic Plan, engaged in strategic acquisitions and joint ventures. However, we may be unable to successfully manage completed acquisitions or joint ventures, identify additional acquisitions or joint ventures, or negotiate favorable financial or other terms with third parties which are attractive or advantageous to grow or otherwise supplement our existing business. In addition, the identification and completion of any acquisition or joint venture may divert management’s attention from ordinary business matters, require a number ofone-time or ongoing advisory costs, result in the loss of employees or customers of our business or the acquired business, involve the assumption of unknown and potentially significant liabilities or result in impairment charges if the assumptions underlying the purchase are not satisfied. Due to various uncertainties inherent in such activities, we may be unable to achieve a substantial portion of any anticipated benefits or cost savings from previous acquisitions or joint ventures or other anticipated benefits in the timeframe we anticipate, or at all.
Any inability to realize the anticipated benefits from the Strategic Plan could materially and adversely affect our financial condition and results of operations.
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Increases in Labor Costs or Work Stoppages or Strikes Could Materially and Adversely Affect Our Financial Condition and Results of Operations
As the number of our employees has grown, personnel costs, including the costs of medical and other employee health and welfare benefits, have increased. These costs can vary substantially as a result of an increase in the number, mix and experience of our employees and changes in health care and other employment-related laws. There are no assurances that we will succeed in reducing future increases in such costs, particularly if government regulations require us to change our health and welfare benefits, government regulations impose additional monitoring and compliance expenses or we need to attract and retain additional qualified personnel. Our inability to control such costs could materially and adversely affect our financial condition and results of operations.
Although we consider our labor relations to be good, if a significant number of our employees engaged in a work slowdown, or other type of labor unrest, it could in some cases impair our ability to supply our products to customers, which could result in reduced sales, and may distract our management from focusing on our business and strategic priorities. Any of these activities could materially and adversely affect our financial condition and results of operations.
We Cannot Guarantee the Timing, Amount or Payment of Dividends
Although the Board of Directors has adopted a dividend policy under which the Company intends to pay an annual cash dividend on its Common Stock and Class A Stock, whether any such subsequent dividend (or any special dividend) is declared and the timing and amount thereof is subject to the discretion of the Board of Directors. Decisions of the Board of Directors in respect of dividends will be based on a variety of factors, including the cash flows, earnings and financial position of the Company as well as the borrowing availability and other restrictions under our Credit Facility. The Board of Directors is not required to declare dividends and the number and amount of dividends is restricted under our Credit Facility and could be restricted under future financing or other arrangements. The Board of Directors will also regularly review and may modify or terminate our dividend policy. Accordingly, we cannot provide any assurances that our Company will pay annual or special cash dividends in the future, and if so, the amount or timing thereof. Any reduction in or elimination of our dividend policy or dividend payments could have a negative effect on the price of our Common Stock.
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Location | Square Footage | Type of Interest | Description of Principal Use | Date Company Constructed, Acquired or First Occupied | ||||||||
Bainbridge, Georgia | 300,000 | Owned and Leased | Peanut shelling, purchasing, processing, packaging, warehousing and distribution | 1987 | ||||||||
Garysburg, North Carolina | 160,000 | Owned | Peanut shelling, purchasing, processing, packaging, warehousing and distribution | 1994 | ||||||||
Selma, Texas(1) | 300,000 | Leased | Pecan shelling, processing, bulk packaging, warehousing and distribution | 1992 | ||||||||
Gustine, California | 215,000 | Owned | Walnut shelling, processing, packaging, warehousing and distribution | 1993 | ||||||||
Elgin, Illinois(2) | 400,000 | Owned | Rental property | 2005 | ||||||||
Elgin, Illinois | 1,001,000 | Owned | Processing, packaging, warehousing, distribution and corporate offices | 2005 |
Location | Square Footage | Type of Interest | Description of Principal Use | Date Company Constructed, Acquired or First Occupied | ||||||||
Bainbridge, Georgia | 300,000 | Owned and Leased | Peanut shelling, purchasing, processing, packaging, warehousing and distribution | 1987 | ||||||||
Garysburg, North Carolina (1) | 160,000 | Owned | Formerly used for peanut shelling, purchasing, warehousing and distribution | 1994 | ||||||||
Selma, Texas (2) | 300,000 | Leased | Pecan shelling, processing, bulk packaging, warehousing and distribution | 1992 | ||||||||
Gustine, California | 215,000 | Owned | Walnut shelling, processing, packaging, warehousing and distribution | 1993 | ||||||||
Elgin, Illinois (3) (Elgin Office Building) | 400,000 | Owned | Rental property | 2005 | ||||||||
Elgin, Illinois (Elgin Warehouse Building) | 1,001,000 | Owned | Processing, packaging, warehousing, distribution and corporate offices | 2005 |
(1) | After the fire that occurred at our Garysburg facility during fiscal 2020, the Company considered strategic alternatives for the facility and decided to cease all operations permanently at the end of fiscal 2021. As of June 24, 2021, the facility and its related assets have been reclassified as held for sale on the Consolidated Balance Sheets. See Note 19 — “Garysburg, North Carolina Facility” to the Consolidated Financial Statements. |
(2) | The sale and lease back of the Selma properties to related party partnerships was consummated in fiscal 2007. SeeNote |
The Elgin Office Building (part of the Elgin Site) was acquired in April 2005. Approximately built-out. The |
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capacity, however certain production lines are at full capacity, and finished good storage space is nearing full capacity during peak shipping periods. Additional storage and production space may be needed to fulfill any meaningful increases in future demand.
The quantity of pecans processed varies depending on the amount of inshell nuts purchased due to, among other things, commodity acquisition cost risk, the size and cost of the crop, the impact of international demand and expected demand based on our current sales forecast.
The Garysburg facility has the capacity to process approximately 60 million inshell pounds of farmer stock peanuts annually. During fiscal 2017, the Garysburg facility processed approximately 16 million inshell pounds of peanuts.
The quantity of walnuts shelled will vary depending on the amount of inshell nuts purchased due to, among other things, commodity acquisition cost risk, the size and cost of the crop, the impact of international demand, and expected demand based on our current sales forecast.
We are subject to a class-action complaint for an employment related matter. Mediation for this matter occurred in June 2017, which for the first time we were provided with an initial monetary demand. In August 2017, we agreed in principle to a $1.2 million settlement for which we are fully reserved at June 29, 2017. Thenon-monetary components of the settlement are still being finalized.
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18, 2021:
pecan procurement.
Thomas J. Fordonski,Marketing,
Marketing departments.
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Christopher Gardier, Senior Vice President, Consumer Sales, age 57 — Mr. Gardier joined us in May 2010 as Vice President, Consumer Sales. In August 2012, Mr. Gardier was promoted to Senior Vice President, Consumer Sales. Previously, Mr. Gardier was the Vice President Sales for the Snacks Division at The Hain Celestial Group, whereJanuary 2018 he led a national sales team of eight regional managers selling natural and organic salty snack brands. Prior to that, Mr. Gardier was a Customer Vice President, Central Region at Pepperidge Farm for six years, where he led a team of independent biscuit and bakery distributors covering 13 Midwestern states. Prior to that, Mr. Gardier was a Director of National Accounts at Frito Lay for almost five years, where he led a sales and operations teambecame responsible for the mass merchandising channel. Mr. Gardier isoverseeing our information technology department and in June 2019 became responsible for leadingoverseeing our Consumer Sales efforts, including ourFisherandOrchard Valley Harvest brands.
Howard Brandeisky, Senior Vice President, Global Marketing and Customer Solutions, age 56 — Mr. Brandeisky joined us in April 2010 as Vice President, Marketing & Innovation. His role was expanded to include Customer Solutions in March 2011. In October 2013, he was promoted to Senior Vice President, Global Marketing and Customer Solutions. Previously, he was an independent consultant in the food industry for a year. Prior to that, Mr. Brandeisky was at Kraft Foods, Inc. for 24 years, with his career culminating as a Vice President of Marketing. He is responsible for leading the marketing, consumer insights, creative services, and customer solutions activities and functions.
Stephen C. Chester, Senior Vice President, Commercial Ingredients, age 57 — Mr. Chester joined us in June 2013 as Vice President of Commercial Ingredients and was promoted to Senior Vice President of Commercial Ingredients in August 2016. Previously he was Vice President of Marketing and R&D for Ventura Foods, a $2 billion food manufacturer selling to consumer, foodservice, and industrial channels. Prior to that, Mr. Chester has worked for other large consumer-focused food companies such a Frito Lay and Best Foods as well asmid-sizedB-to-B focused food companies. He has functional experience in sales, marketing, R&D, and general management. Mr. Chester is also a U.S. Navy veteran. He is responsible for leading our Commercial Ingredients business which includes foodservice and industrial channels.
department.
Timothy R. Donovan,
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Price Range of Common Stock | ||||||||
Year Ended June 29, 2017 | High | Low | ||||||
4th Quarter | $ | 74.69 | $ | 59.16 | ||||
3rd Quarter | $ | 72.98 | $ | 56.95 | ||||
2nd Quarter | $ | 72.24 | $ | 46.34 | ||||
1st Quarter | $ | 54.18 | $ | 40.75 | ||||
Price Range of Common Stock | ||||||||
Year Ended June 30, 2016 | High | Low | ||||||
4th Quarter | $ | 72.84 | $ | 41.61 | ||||
3rd Quarter | $ | 72.55 | $ | 47.85 | ||||
2nd Quarter | $ | 66.29 | $ | 48.79 | ||||
1st Quarter | $ | 57.23 | $ | 34.57 |
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24, 2021.
* | $100 invested on |
On November 1, 2016 our Board of Directors declared a cash dividend of $2.50 that was paid to holders of Common Stock and Class A Stock on December 13, 2016. On July 7, 2016 our Board of Directors declared a cash dividend of $2.50 that was paid to holders of Common Stock and Class A Stock on August 4, 2016. On October 27, 2015 our Board of Directors declared a cash dividend of $2.00 that was paid to holders of Common Stock and Class A Stock on December 11, 2015.
On
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each year since 2017.
Pursuant
25, 2021.
Plan Category | (a) Number of securities to be issued upon exercise of options, warrants and rights | (b) Weighted average exercise price of outstanding options, warrants and rights | (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in Column (a)) | |||||||||
Equity compensation plans approved by | 2,000 | $ | 10.24 | 820,539 | ||||||||
Equity compensation plans approved by | 201,858 | — | 820,539 | |||||||||
Equity compensation plans not approved by stockholders | — | — | — |
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Plan Category | (a) Number of securities to be issued upon exercise of options, warrants and rights | (b) Weighted average exercise price of outstanding options, warrants and rights | (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in Column (a)) | |||||||||
Equity compensation plans approved by stockholders — stock options | — | — | 645,841 | |||||||||
Equity compensation plans approved by stockholders — restricted stock units | 159,846 | — | 645,841 | |||||||||
Equity compensation plans not approved by stockholders | — | — | — |
Year Ended | ||||||||||||||||||||
June 29, 2017 | June 30, 2016 | June 25, 2015 | June 26, 2014 | June 27, 2013 | ||||||||||||||||
Net sales | $ | 846,635 | $ | 952,059 | $ | 887,245 | $ | 778,622 | $ | 734,334 | ||||||||||
Cost of sales | 704,712 | 814,591 | 755,189 | 655,757 | 614,372 | |||||||||||||||
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| |||||||||||
Gross profit | 141,923 | 137,468 | 132,056 | 122,865 | 119,962 | |||||||||||||||
Selling and administrative expenses | 83,579 | 86,156 | 80,177 | 77,510 | 78,343 | |||||||||||||||
Gain on sale of assets held for sale, net | — | — | — | (1,641 | ) | — | ||||||||||||||
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| |||||||||||
Income from operations | 58,344 | 51,312 | 51,879 | 46,996 | 41,619 | |||||||||||||||
Interest expense | 2,910 | 3,492 | 3,966 | 4,354 | 4,754 | |||||||||||||||
Rental and miscellaneous expense, net | 1,296 | 1,358 | 3,049 | 2,810 | 1,569 | |||||||||||||||
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Income before income taxes | 54,138 | 46,462 | 44,864 | 39,832 | 35,296 | |||||||||||||||
Income tax expense | 18,013 | 16,067 | 15,559 | 13,545 | 13,536 | |||||||||||||||
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| |||||||||||
Net income | $ | 36,125 | $ | 30,395 | $ | 29,305 | $ | 26,287 | $ | 21,760 | ||||||||||
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| |||||||||||
Basic earnings per common share | $ | 3.19 | $ | 2.71 | $ | 2.63 | $ | 2.38 | $ | 2.00 | ||||||||||
Diluted earnings per common share | $ | 3.17 | $ | 2.68 | $ | 2.61 | $ | 2.36 | $ | 1.98 | ||||||||||
Cash dividends declared per share | $ | 5.00 | $ | 2.00 | $ | 1.50 | $ | 1.50 | $ | 1.00 |
Year Ended | ||||||||||||||||||||
June 24, 2021 | June 25, 2020 | June 27, 2019 | June 28, 2018 | June 29, 2017 | ||||||||||||||||
Net sales | $ | 858,482 | $ | 880,092 | $ | 876,201 | $ | 888,931 | $ | 846,635 | ||||||||||
Cost of sales | 673,495 | 704,317 | 717,931 | 750,032 | 704,712 | |||||||||||||||
Gross profit | 184,987 | 175,775 | 158,270 | 138,899 | 141,923 | |||||||||||||||
Selling and administrative expenses | 99,809 | 97,228 | 99,746 | 82,710 | 81,446 | |||||||||||||||
Income from operations | 85,178 | 78,547 | 58,524 | 56,189 | 60,477 | |||||||||||||||
Interest expense | 1,441 | 2,005 | 3,060 | 3,463 | 2,910 | |||||||||||||||
Rental and miscellaneous expense, net | 1,399 | 1,565 | 1,089 | 1,406 | 1,296 | |||||||||||||||
Other expense | 2,519 | 2,266 | 1,947 | 1,970 | 2,133 | |||||||||||||||
Income before income taxes | 79,819 | 72,711 | 52,428 | 49,350 | 54,138 | |||||||||||||||
Income tax expense | 20,078 | 18,601 | 12,962 | 16,850 | 18,013 | |||||||||||||||
Net income | $ | 59,741 | $ | 54,110 | $ | 39,466 | $ | 32,500 | $ | 36,125 | ||||||||||
Basic earnings per common share | $ | 5.19 | $ | 4.72 | $ | 3.45 | $ | 2.86 | $ | 3.19 | ||||||||||
Diluted earnings per common share | $ | 5.17 | $ | 4.69 | $ | 3.43 | $ | 2.84 | $ | 3.17 | ||||||||||
Cash dividends declared per share | $ | 5.00 | $ | 6.00 | $ | 2.55 | $ | 2.50 | $ | 5.00 |
June 29, 2017 | June 30, 2016 | June 25, 2015 | June 26, 2014 | June 27, 2013 | ||||||||||||||||
Working capital(1) | $ | 143,504 | $ | 158,979 | $ | 150,280 | $ | 137,228 | $ | 115,087 | ||||||||||
Total assets(1) | 398,059 | 391,162 | 431,616 | 394,207 | 374,245 | |||||||||||||||
Long-term debt, less current maturities(1) | 25,211 | 28,704 | 32,046 | 35,347 | 33,261 | |||||||||||||||
Total debt(1) | 58,085 | 44,130 | 96,500 | 79,153 | 73,723 | |||||||||||||||
Stockholders’ equity | 235,468 | 251,193 | 241,278 | 226,827 | 215,304 |
21
June 24, 2021 | June 25, 2020 | June 27, 2019 | June 28, 2018 | June 29, 2017 | ||||||||||||||||
Working capital | $ | 124,963 | $ | 126,703 | $ | 141,434 | $ | 130,689 | $ | 143,504 | ||||||||||
Total assets | 398,455 | 407,457 | 391,304 | 415,853 | 398,059 | |||||||||||||||
Long-term debt, less current maturities | 10,855 | 14,730 | 20,381 | 27,356 | 25,211 | |||||||||||||||
Total debt | 23,383 | 47,023 | 27,719 | 65,803 | 58,085 | |||||||||||||||
Stockholders’ equity | 242,494 | 238,238 | 254,555 | 243,002 | 235,468 |
In the third quarter of fiscal 2017, our Board of Directors adopted a dividend policy under which it intends to pay an annual cash dividend on our Common Stock and Class A Stock of at least $0.50 per share. It is contemplated that this annual dividend would be declared around the conclusion of the Company’s fiscal year and paid in the first quarter of each fiscal year. One of the key factors that will be considered in determining the annual dividend amount (and whether any such dividend will be paid) will be the liquidity position of the Company, in particular the borrowing availability under our Credit Facility. The Board of Directors paid an annual dividend of $0.50 per share and a special dividend of $2.00 per share in August 2017.
private brand partners.
fiscal year 2022.
22
Percentage of Net Sales | Percentage Change | |||||||||||||||||||
Fiscal 2017 | Fiscal 2016 | Fiscal 2015 | Fiscal 2017 vs. 2016 | Fiscal 2016 vs. 2015 | ||||||||||||||||
Net sales | 100.0 | % | 100.0 | % | 100.0 | % | (11.1 | )% | 7.3 | % | ||||||||||
Gross profit | 16.8 | 14.4 | 14.9 | 3.2 | 4.1 | |||||||||||||||
Selling expenses | 5.9 | 5.3 | 5.6 | (3.4 | ) | 3.0 | ||||||||||||||
Administrative expenses | 4.0 | 3.7 | 3.4 | (2.4 | ) | 14.8 |
2019.
Percentage of Net Sales | Percentage Change | |||||||||||||||||||
Fiscal 2021 | Fiscal 2020 | Fiscal 2019 | Fiscal 2021 vs. 2020 | Fiscal 2020 vs. 2019 | ||||||||||||||||
Net sales | 100.0 | % | 100.0 | % | 100.0 | % | (2.5 | )% | 0.4 | % | ||||||||||
Gross profit | 21.5 | 20.0 | 18.1 | 5.2 | 11.1 | |||||||||||||||
Selling expenses | 7.3 | 6.7 | 7.1 | 6.3 | (4.0 | ) | ||||||||||||||
Administrative expenses | 4.3 | 4.3 | 4.3 | (3.0 | ) | (0.2 | ) |
2020
price per pound was partially offset by a 1.6% increase in sales volume, which is defined as pounds sold to customers.
Product Type | Fiscal 2017 | Fiscal 2016 | ||||||
Peanuts | 15.7 | % | 13.9 | % | ||||
Pecans | 16.2 | 13.1 | ||||||
Cashews & Mixed Nuts | 24.3 | 23.3 | ||||||
Walnuts | 8.4 | 9.4 | ||||||
Almonds | 16.3 | 23.0 | ||||||
Trail & Snack Mixes | 13.9 | 12.4 | ||||||
Other | 5.2 | 4.9 | ||||||
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Total | 100.0 | % | 100.0 | % | ||||
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|
23
Product Type | Fiscal 2021 | Fiscal 2020 | ||||||
Peanuts | 19.3 | % | 18.2 | % | ||||
Pecans | 10.0 | 10.3 | ||||||
Cashews & Mixed Nuts | 23.3 | 23.2 | ||||||
Walnuts | 6.2 | 7.2 | ||||||
Almonds | 10.8 | 14.7 | ||||||
Trail & Snack Mixes | 24.7 | 21.1 | ||||||
Other | 5.7 | 5.3 | ||||||
Total | 100.0 | % | 100.0 | % | ||||
Distribution Channel | Fiscal 2017 | Fiscal 2016 (2) | Change | Percent Change | ||||||||||||
Consumer(1) | $ | 530,366 | $ | 566,793 | $ | (36,427 | ) | (6.4 | )% | |||||||
Commercial Ingredients | 164,732 | 244,240 | (79,508 | ) | (32.6 | ) | ||||||||||
Contract Packaging | 151,537 | 141,026 | 10,511 | 7.5 | ||||||||||||
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| |||||||||
Total | $ | 846,635 | $ | 952,059 | $ | (105,424 | ) | (11.1 | )% | |||||||
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Distribution Channel | Fiscal 2021 | Fiscal 2021 Percent of Total | Fiscal 2020 | Fiscal 2020 Percent of Total | $ Change | Fiscal 2021 to Fiscal 2020 Percent Change | ||||||||||||||||||
Consumer (1 ) | $ | 686,049 | 79.9 | % | $ | 673,989 | 76.6 | % | $ | 12,060 | 1.8 | % | ||||||||||||
Commercial Ingredients | 92,911 | 10.8 | 118,464 | 13.5 | (25,553 | ) | (21.6 | ) | ||||||||||||||||
Contract Packaging | 79,522 | 9.3 | 87,639 | 9.9 | (8,117 | ) | (9.3 | ) | ||||||||||||||||
Total | $ | 858,482 | 100.0 | % | $ | 880,092 | 100.0 | % | $ | (21,610 | ) | (2.5 | )% | |||||||||||
(1) | Sales of branded products were approximately Fisher Orchard Valley Harvest |
customers.
peanut oil processors. The sales volume decline in our foodservice business, despite the 117.1% increase in fourth quarter sales volume, resulted from a decline in air travel and nationwide restrictions on indoor restaurant dining, which were attributable to
lower convenience store foot traffic on one customer’s business as a result of
2020. The increases in gross profit and gross profit margin were mainly attributable to lower commodity acquisition costs for almondsall major tree nuts and improved alignment of selling prices and acquisition costs for pecans and walnuts.
increased sales volume.
base and an increase in total operating expenses. The increase in total operating expenses was mainly due to increases in freight, research and consulting, and compensation related expenses, which were partially offset by an increase in the gain on asset disposals and decreases in advertising and travel expenses.
compensation related expenses.
24
2020.
levels.
Net rental and miscellaneous expense was $1.3 million for fiscal 2017 compared to $1.4 million for fiscal 2016.
Income Tax Expense
Income tax expense was $18.0 million, or 33.3% of income before income taxes (the “Effective Tax Rate”), for fiscal 2017 compared to $16.1 million, or 34.6% of income before income taxes, for fiscal 2016. The Effective Tax Rate was favorably impacted by approximately $0.9 million of excess tax benefits that reduced the Effective Tax Rate by 180 basis points. Prior to the adoption of ASU2016-09, which occurred in the first quarter of fiscal 2017, excess tax benefits were recorded in Capital in excess of par value on the Consolidated Balance Sheets and Consolidated Statements of Stockholders’ Equity.
Net Income
Net income was $36.1 million, or $3.19 basic and $3.17 diluted per common share, for fiscal 2017, compared to $30.4 million, or $2.71 basic and $2.68 diluted per common share, for fiscal 2016, due to the factors discussed above.
Fiscal 2016 Compared to Fiscal 2015
Net Sales
Our net sales increased 7.3% to $952.1 million for fiscal 2016 from $887.2 million for fiscal 2015. Sales volume (measured as pounds sold to customers) increased by 6.6% for fiscal 2016 in comparison to sales volume for fiscal 2015. Sales volume increased for all major nut types except almonds and pecans.
The following 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 from gross sales to net sales, such as promotional discounts, are not allocable to product type.
Product Type | Fiscal 2016 | Fiscal 2015 | ||||||
Peanuts | 13.9 | % | 13.7 | % | ||||
Pecans | 13.1 | 12.7 | ||||||
Cashews & Mixed Nuts | 23.3 | 22.0 | ||||||
Walnuts | 9.4 | 11.0 | ||||||
Almonds | 23.0 | 23.4 | ||||||
Trail & Snack Mixes | 12.4 | 12.0 | ||||||
Other | 4.9 | 5.2 | ||||||
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Total | 100.0 | % | 100.0 | % | ||||
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|
The following table shows a comparison of net sales by distribution channel (dollars in thousands):
Distribution Channel | Fiscal 2016 | Fiscal 2015 | Change | Percent Change | ||||||||||||
Consumer(1) | $ | 561,191 | $ | 529,076 | $ | 32,115 | 6.1 | % | ||||||||
Commercial Ingredients | 222,535 | 207,370 | 15,165 | 7.3 | ||||||||||||
Contract Packaging | 137,053 | 114,799 | 22,254 | 19.4 | ||||||||||||
Export(2) | 31,280 | 36,000 | (4,720 | ) | (13.1 | ) | ||||||||||
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| |||||||||
Total | $ | 952,059 | $ | 887,245 | $ | 64,814 | 7.3 | % | ||||||||
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25
Net sales in the consumer distribution channel increased by 6.1% in dollars and 4.5% in sales volume in fiscal 2016 compared to fiscal 2015. IRi market data from June 2016 indicates thatFisher recipe nuts continue to be the branded market share leader in the overall recipe nut category. TotalFisher brand sales volume increased by 12.0% in fiscal 2016 compared to fiscal 2015 due primarily to new distribution gains and increased promotional activity. Sales volume forFisher snack nuts and peanut butter increased a combined 21.0%, primarily as a result of increased promotional activity and new distribution gains.Fisher recipe nut sales volume increased 5.8% from fiscal 2015, primarily as a result of increased distribution to existing customers. A 41.0% increase in combined sales volume of Orchard Valley Harvest andSunshine Countryproduce products due to new distribution gains also contributed to the sales volume increase. Private brand sales volume increased by 1.4% in fiscal 2016 compared to fiscal 2015.
Net sales in the commercial ingredients distribution channel increased by 7.3% in dollars and 6.9% in sales volume compared to fiscal 2015. The sales volume increase was primarily due to an increase in sales of peanuts to peanut oil stock crushers and to other peanut shellers and increased sales of cashew products to an existing customer. In August 2016, we were notified by a significant customer in the commercial ingredients sales channel of its intent to move some or all of its almond butter requirements to a vertically integrated almond butter supplier during our second quarter of fiscal 2017. Almond butter sales to this customer in fiscal 2016 were approximately $90.0 million while the gross profit margin on this business was substantially lower than our total gross profit margin for fiscal 2016. Although demand for almond butter has increased considerably in recent years, net sales in our commercial ingredients sales channel in fiscal 2017 will likely decline if this lost sales volume cannot be replaced through organic growth or expansion of products at existing customers.
Net sales in the contract packaging distribution channel increased by 19.4% in dollars and 10.4% in sales volume in fiscal 2016 compared to fiscal 2015. The sales volume increase was primarily due to increased sales with existing customers due in large part to new item introductions and increased promotional activity implemented by customers in this channel.
Net sales in the export distribution channel decreased 13.1% in dollars for fiscal 2016, though sales volume increased 15.6% compared to fiscal 2015. The sales volume increase was primarily due to increased sales of bulk walnuts.
Gross Profit
Gross profit increased 4.1% to $137.5 million in fiscal 2016 from $132.1 million in fiscal 2015. Our gross profit margin decreased to 14.4% of net sales for fiscal 2016 from 14.9% for fiscal 2015.
The increase in gross profit resulted primarily from increased sales volume. The decline in gross profit margin was primarily attributable to a decline in gross profit on sales of walnuts in the third quarter.
Operating Expenses
Total operating expenses for fiscal 2016 increased by $6.0 million to $86.2 million. Operating expenses as a percent of net sales were 9.0% for both fiscal 2016 and fiscal 2015.
Selling expenses for fiscal 2016 were $51.1 million, an increase of $1.5 million, or 3.0%, over the amount recorded for fiscal 2015. The increase was driven primarily by a $2.3 million increase in compensation-related expenses and a $0.5 million increase in
marketing and advertising expense. Partially offsetting these increases was a $1.7 million decrease in shipping expense driven primarily by decreasing fuel costs and an increase in customers using their own freight carriers to pick up their orders.
Administrative expenses for fiscal 2016 were $35.0 million, an increase of $4.5 million, or 14.8%, from the amount recorded for fiscal 2015 due primarily to a $3.3 million combined increase in both incentive and ordinary compensation-related expenses.
Income from Operations
Due to the factors discussed above, our income from our operations was $51.3 million, or 5.4% of net sales, for fiscal 2016, compared to $51.9 million, or 5.8% of net sales, for fiscal 2015.
Interest Expense
Interest expense was $3.5 million for fiscal 2016 compared to $4.0 million for fiscal 2015. The decrease in interest expense was due primarily to lower debt levels.
26
Rental and Miscellaneous Expense, Net
2020, respectively.
2020.
June 29, 2017 | June 30, 2016 | 2017 to 2016 $ Change | June 25, 2015 | |||||||||||||
Operating activities | $ | 52,668 | $ | 89,248 | $ | (36,580 | ) | $ | 13,933 | |||||||
Investing activities | (10,543 | ) | (14,925 | ) | 4,382 | (14,281 | ) | |||||||||
Financing activities | (42,390 | ) | (74,049 | ) | 31,659 | 410 | ||||||||||
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| |||||||||
Total cash flow | $ | (265 | ) | $ | 274 | $ | (539 | ) | $ | 62 | ||||||
|
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|
June 24, 2021 | June 25, 2020 | 2021 to 2020 $ Change | ||||||||||
Operating activities | $ | 104,697 | $ | 63,613 | $ | 41,084 | ||||||
Investing activities | (22,950 | ) | (14,049 | ) | (8,901 | ) | ||||||
Financing activities | (82,610 | ) | (49,620 | ) | (32,990 | ) | ||||||
Total change in cash | $ | (863 | ) | $ | (56 | ) | $ | (807 | ) | |||
Net accounts receivable$39.1 million.
Total inventories were $182.4 million at June 29, 2017, an increase of $25.8 million, or 16.5% from the inventory balance at June 30, 2016.25, 2020. The increasedecrease was primarily due to larger quantities of pecans, almonds and peanuts on hand combined with higherlower commodity acquisition costs for all major tree nuts and decreased quantities of peanuts, pecans and peanutsfinished goods on hand, which was partially offset by increased quantities of walnuts on hand.
June 25, 2020. The weighted average cost per pound of raw nut and dried fruit input stocks on hand at June 29, 2017 increasedthe end of fiscal 2021 fell by 5.5%11.9% compared to June 30, 2016 mainlythe end of fiscal 2020, primarily due to higherlower commodity acquisition costs for peanuts and all major tree nuts except almonds.
27
Net cash provided by operating activities was $89.2 million in fiscal 2016, an increase of $75.3 million compared to fiscal 2015. This increase was due primarily to a reduced use of working capital for inventory and accounts receivable in fiscal 2016 compared to fiscal 2015.
Net accounts receivable were $78.1 million at June 30, 2016, a slight increase of $2.5 million, or 3.2%, from the balance at June 25, 2015. The increase in net accounts receivable was due primarily to higher dollar sales in the month of June 2016 than in the month of June 2015.
Total inventories were $156.6 million at June 30, 2016, a decrease of $41.4 million, or 20.9%, from the inventory balance at June 25, 2015. This decrease was primarily driven by the decrease in walnut acquisition costs and lower amounts of finished goods andwork-in-process inventories on hand.
The weighted average cost per pound of raw nut and dried fruit input stocks on hand at June 30, 2016 decreased by 31.6% compared to June 25, 2015 mainly due to significantly lower acquisition costs for walnuts and to a lesser extent almonds. Pounds of raw nut input stocks on hand at the end of June 30, 2016 increased by 8.6 million pounds, or 20.0%, when compared to the quantity of raw nut input stocks on hand at June 25, 2015, due primarily to increased quantities of peanuts and inshell walnuts. The weighted average cost per pound of finished goods on hand at June 30, 2016 decreased by 11.0% over the weighted average cost per pound of finished goods on hand at June 25, 2015 primarily due to the above noted decreased acquisition costs.
nuts.
2021, which was offset in part by $2.5 million of proceeds from insurance recoveries related to a fire in our Garysburg, North Carolina facility.
Cash used2020, which was offset in investing activities was $14.3part by $1.1 million in fiscal 2015. Capital expenditures accounted for a $14.4 million use of cash in fiscal 2015.
proceeds from insurance recoveries related to the fire noted above.
Cash used in financing activities was $74.0 million during fiscal 2016. We paid a $22.5 million special dividend in December 2015. We repaid $3.4 million of long-term debt during fiscal 2016, $3.0 million of which was related to the Mortgage Facility (as defined below). In addition to these uses of cash there was a net decrease in borrowings outstanding under our Credit Facility of $49.1 million during fiscal 2016 which occurred in part as a result of the decrease in inventory.
Cash provided by financing activities was $0.4 million during fiscal 2015. We paid a $16.8 million special dividend in December 2014. We repaid $3.3 million of long-term debt during fiscal 2015, $3.0 million of which was related to the Mortgage Facility (as defined below). Offsetting these uses of cash was a net increase in borrowings outstanding under our Credit Facility of $20.6 million during fiscal 2015 which occurred in part as a result of the increase in inventory.
28
On September 30, 2014, we entered into
On July 7, 2016, we entered into the Seventh Amendment to Credit Agreement (the “Seventh Amendment”) which extended the maturity date of the Credit Agreement from July 15, 2019 to July 7, 2021, and reduced by twenty-five basis points the interest rates charged for loan advances and letter of credit borrowings. The unused line fee was reduced to 0.25% per annum. The aggregate revolving loan commitment remained unchanged. In addition, the Seventh Amendment allows the Company to, without obtaining Bank Lender consent, (i) make up to one cash dividend or distribution on our stock per quarter, or (ii) purchase, acquire, redeem or retire stock in any fiscal quarter, in any case, in an amount not to exceed $60.0 million in the aggregate per fiscal year, as long as no default or event of default exists and the excess availability under the Credit Agreement remains over $30.0 million immediately before and after giving effect to any such dividend, distribution, purchase or redemption. The Seventh Amendment also permits an additional 5% of outstanding accounts receivable from a major customer to be included as eligible in the borrowing base calculation and reduced the amount available for letter of credit usage to $10.0 million.
As of June 29, 2017, the weighted average interest rate for the Credit Facility was 3.11%at the Base Rate of 3.5%. There were no borrowings under LIBOR contracts due to the low borrowing levels against the Credit Facility and projected positive cash flow for July. 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, certain other defaults by us under the Credit Facility (including a default under the Mortgage Facility). As of June 29, 2017,24, 2021, 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. As ofAt June 29, 2017,24, 2021, we had $84.4$104.6 million of available credit under the Credit Facility. WeIf this entire amount were borrowed at June 24, 2021, we would still be in compliance with all restrictive covenants under the Credit Facility if this entire amount were borrowed.
After the conclusion of the 2017 fiscal year, on July 7, 2017, we entered into the Eighth Amendment to Credit Agreement (the “Eighth Amendment”) which eliminated the quarterly restriction on cash dividends and distributions and allows the Company to, without obtaining lender consent, make up to four cash dividends or distributions on its stock per fiscal year, or purchase, acquire, redeem or retire its stock in any fiscal year, in an amount not to exceed $60.0 million in the aggregate per fiscal year, as long as no default or event of default exists and the excess availability under the Credit Agreement remains over $30.0 million immediately before and after giving effect to any such dividend, distribution, purchase or redemption.
Facility.
We are subject to interest rate resets for each of Tranche A and Tranche B. Specifically, on March 1, 2018 (the “Tranche A Reset Date” and the “Tranche B Reset Date”) and every two years thereafter, the Mortgage Lender may reset the interest rates for each of Tranche A and Tranche B, respectively, in its sole and absolute discretion. If the reset interest rate for Tranche A is unacceptable to us and we (i) do not have sufficient funds to repay amounts due with respect to Tranche A on the Tranche A Reset Date, or (ii) are unable to refinance amounts due with respect to Tranche A on the Tranche A Reset Date on terms more favorable than the reset interest rates, then, depending on the extent of the changes in the reset interest rates, our interest expense would increase.
29
Facility and a total principal amount of $5.8 million was outstanding.
2021.
Total | Less Than 1 Year | 1-3 Years | 3-5 Years | More Than 5 Years | ||||||||||||||||
Long-term debt obligations(1) | $ | 38,947 | $ | 5,376 | $ | 10,128 | $ | 9,293 | $ | 14,150 | ||||||||||
Minimum operating lease commitments | 2,138 | 969 | 950 | 213 | 6 | |||||||||||||||
Revolving credit facility borrowings | 29,456 | 29,456 | — | — | — | |||||||||||||||
Purchase obligations(2) | 177,842 | 177,842 | — | — | — | |||||||||||||||
Retirement plans(3) | 22,105 | 745 | 1,438 | 1,597 | 18,325 | |||||||||||||||
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| |||||||||||
Total contractual cash obligations | $ | 270,488 | $ | 214,388 | $ | 12,516 | $ | 11,103 | $ | 32,481 | ||||||||||
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|
|
Total | Less Than 1 Year | 1-3 Years | 3-5 Years | More Than 5 Years | ||||||||||||||||
Long-term debt obligations (1) | $ | 19,831 | $ | 4,793 | $ | 5,312 | $ | 2,727 | $ | 6,999 | ||||||||||
Minimum operating lease commitments | 3,739 | 1,545 | 1,865 | 325 | 4 | |||||||||||||||
Revolving credit facility borrowings | 8,653 | 8,653 | — | — | — | |||||||||||||||
Purchase obligations (2) | 240,492 | 240,492 | — | — | — | |||||||||||||||
Retirement plans (3) | 35,628 | 709 | 1,465 | 2,775 | 30,679 | |||||||||||||||
Other | 284 | 94 | 98 | 52 | 40 | |||||||||||||||
Total contractual cash obligations | $ | 308,627 | $ | 256,286 | $ | 8,740 | $ | 5,879 | $ | 37,722 | ||||||||||
(1) | See Note |
(2) | The purchase obligations primarily represent |
(3) | Represents projected retirement obligations. SeeNote |
We
Inventories
Inventories, which consist principally of inshell bulk-stored nuts, shelled nuts, dried fruit and processed and packaged nut products, are stated at the lower of cost(first-in,first-out) or market which approximates actual cost. Inventory costs are reviewed at least quarterly. Fluctuations in the market price of pecans, peanuts, walnuts, almondssame period the related sales are recorded. Such estimates are calculated using historical averages adjusted for any expected changes due to current business conditions and other nuts may affect the value of inventory and gross profit and gross profit margin. When expected market sales prices moveexperience. See Note 2 — “Revenue Recognition” below costs, we record adjustments to write down the carrying values of inventories to the lower of cost(first-in,first-out) or market which approximates actual cost. No such adjustments have been required in any of the periods presented. The results of our shelling process can also result in changes to our inventory costs based upon actual versus expected crop yields. We maintain significant inventories of bulk-stored inshell pecans, peanuts and walnuts. Quantities of inshell bulk-stored nuts are determined based upon our inventory systems and are subject to verification techniques including observation, weighing and other methods. The quantities of each crop year bulk-stored nut inventories are generally shelled out over a ten to fifteen-month period, at which time revisions to any estimates, which historically averaged less than 1.0% of inventory purchases, are also recorded.
We enter into walnut purchase agreements with growers typically in our first fiscal quarter, under which they deliver their walnut crop to us during the fall harvest season (which typically occurs in our first and second fiscal quarters), and pursuant to our walnut purchase agreements, we determine the final price for this inventory after receipt and typically by the end of our third fiscal quarter. Since the ultimate purchase price to be paid is determined subsequent to receiving the walnut crop, we typically estimate the final purchase price for our first and second quarter interim financial statements basedadditional information on crop size, quality, current market prices and other factors. Any such changes in estimates, which could be significant, are accounted for in the period of change by adjusting inventory on hand or cost of goods sold if the inventory has been sold. Changes in estimates may affect the ending inventory balances, as well as gross profit. There were no significant adjustments recorded in any of the periods presented.
revenue recognition.
32
Income Taxes
We account
We record liabilities for uncertain income tax positions based on atwo-step process. The first step is recognition, where we evaluate whether an individual tax position has a likelihood of greater(more than 50%) that the estimated fair value of being sustained upon examination based on the technical merits of the position, including resolution of any related appeals or litigation processes. For tax positions that are currently estimated to have aour single reporting unit is less than 50% likelihoodits carrying amount. If we elect to perform a qualitative assessment and determine that an impairment is more likely than not, we are then required to perform a quantitative impairment test, otherwise no further analysis is required. We also may elect not to perform the qualitative assessment and, instead, proceed directly to the quantitative impairment test.
We recognize interest and penalties accrued related to unrecognized tax benefits in the Income tax expense caption in the Consolidated Statement of Comprehensive Income.
We evaluate the realization of deferred tax assets by considering our historical taxable income and future taxable income based upon the reversal of deferred tax liabilities. As of June 29, 2017, we believe that our deferred tax assets are fully realizable, except for $171 of net basis differences for which we have provided a valuation allowance.
estimated fair value.
One
The rate of compensation increase is another significant assumption used in the development of accounting information for pension plans. We determine this assumption based on our long-term plans for compensation increases and current economic conditions. Based on this information, we selected 4.5% for both fiscal years 2017 and 2016 as the rate of compensation increase for determining ouryear-end pension obligation. We also used 4.5% for the rate of compensation increase for determination of pension expense for each of fiscal years 2017, 2016, and 2015.
TheRP-2014 white collar fully generational mortality table with mortality improvement scaleMP-2016 published by the Society of Actuaries Retirement Plan Experience Committee was utilized in the preparation of our pension obligation as of June 29, 2017.
2021.
In our opinion,
As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for stock-based compensation
Limitations of Internal Control over Financial Reporting
/s/ PricewaterhouseCoopers LLP
/s/ PricewaterhouseCoopers LLP |
35
18, 2021
25, 2020
June 29, 2017 | June 30, 2016 | |||||||
ASSETS | ||||||||
CURRENT ASSETS: | ||||||||
Cash | $ | 1,955 | $ | 2,220 | ||||
Accounts receivable, less allowance for doubtful accounts of $263 and $397, respectively | 64,830 | 78,088 | ||||||
Inventories | 182,420 | 156,573 | ||||||
Prepaid expenses and other current assets | 4,172 | 5,292 | ||||||
|
|
|
| |||||
TOTAL CURRENT ASSETS | 253,377 | 242,173 | ||||||
|
|
|
| |||||
PROPERTY, PLANT AND EQUIPMENT: | ||||||||
Land | 9,285 | 9,285 | ||||||
Buildings | 107,015 | 106,505 | ||||||
Machinery and equipment | 194,099 | 188,748 | ||||||
Furniture and leasehold improvements | 4,842 | 4,349 | ||||||
Vehicles | 498 | 453 | ||||||
Construction in progress | 1,075 | 832 | ||||||
|
|
|
| |||||
316,814 | 310,172 | |||||||
Less: Accumulated depreciation | 210,606 | 200,416 | ||||||
|
|
|
| |||||
106,208 | 109,756 | |||||||
Rental investment property, less accumulated depreciation of $9,639 and $8,847, respectively | 19,254 | 20,047 | ||||||
|
|
|
| |||||
TOTAL PROPERTY, PLANT AND EQUIPMENT | 125,462 | 129,803 | ||||||
|
|
|
| |||||
OTHER LONG TERM ASSETS: | ||||||||
Cash surrender value of officers’ life insurance and other assets | 10,125 | 9,227 | ||||||
Deferred income taxes | 9,095 | 8,590 | ||||||
Intangible assets, net | — | 1,369 | ||||||
|
|
|
| |||||
TOTAL ASSETS | $ | 398,059 | $ | 391,162 | ||||
|
|
|
|
June 24, 2021 | June 25, 2020 | |||||||
ASSETS | ||||||||
CURRENT ASSETS: | ||||||||
Cash | $ | 672 | $ | 1,535 | ||||
Accounts receivable, less allowance for doubtful accounts of $291 and $391, respectively | 66,334 | 56,953 | ||||||
Inventories | 147,998 | 172,068 | ||||||
Prepaid expenses and other current assets | 8,568 | 8,315 | ||||||
Assets held for sale | 1,595 | — | ||||||
TOTAL CURRENT ASSETS | 225,167 | 238,871 | ||||||
PROPERTY, PLANT AND EQUIPMENT: | ||||||||
Land | 9,150 | 9,285 | ||||||
Buildings | 102,666 | 110,294 | ||||||
Machinery and equipment | 225,529 | 218,021 | ||||||
Furniture and leasehold improvements | 5,287 | 5,179 | ||||||
Vehicles | 614 | 682 | ||||||
Construction in progress | 12,301 | 2,244 | ||||||
355,547 | 345,705 | |||||||
Less: Accumulated depreciation | 238,471 | 239,013 | ||||||
117,076 | 106,692 | |||||||
Rental investment property, less accumulated depreciation of $12,825 and $12,018, respectively | 16,298 | 17,105 | ||||||
TOTAL PROPERTY, PLANT AND EQUIPMENT | 133,374 | 123,797 | ||||||
OTHER LONG TERM ASSETS: | ||||||||
Intangible assets, net | 9,961 | 12,125 | ||||||
Cash surrender value of officers’ life insurance and other assets | 10,732 | 11,875 | ||||||
Deferred income taxes | 6,087 | 6,788 | ||||||
Goodwill | 9,650 | 9,650 | ||||||
Operating lease right-of-use | 3,484 | 4,351 | ||||||
TOTAL ASSETS | $ | 398,455 | $ | 407,457 | ||||
36
25, 2020
June 29, 2017 | June 30, 2016 | |||||||
LIABILITIES & STOCKHOLDERS’ EQUITY | ||||||||
CURRENT LIABILITIES: | ||||||||
Revolving credit facility borrowings | $ | 29,456 | $ | 12,084 | ||||
Current maturities of long-term debt, including related party debt of $474 and $407, respectively and net of unamortized debt issuance costs of $55 and $65, respectively | 3,418 | 3,342 | ||||||
Accounts payable, including related party payables of $178 and $113, respectively | 50,047 | 43,719 | ||||||
Bank overdraft | 932 | 811 | ||||||
Accrued payroll and related benefits | 15,958 | 16,045 | ||||||
Other accrued expenses | 10,062 | 7,193 | ||||||
|
|
|
| |||||
TOTAL CURRENT LIABILITIES | 109,873 | 83,194 | ||||||
|
|
|
| |||||
LONG-TERM LIABILITIES: | ||||||||
Long-term debt, less current maturities, including related party debt of $10,584 and $11,133, respectively and net of unamortized debt issuance costs of $124 and $179, respectively | 25,211 | 28,704 | ||||||
Retirement plan | 20,994 | 22,137 | ||||||
Other | 6,513 | 5,934 | ||||||
|
|
|
| |||||
TOTAL LONG-TERM LIABILITIES | 52,718 | 56,775 | ||||||
|
|
|
| |||||
TOTAL LIABILITIES | 162,591 | 139,969 | ||||||
|
|
|
| |||||
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 | ||||||
Common Stock,non-cumulative voting rights of one vote per share, $.01 par value; 17,000,000 shares authorized, 8,801,641 and 8,725,715 shares issued, respectively | 88 | 87 | ||||||
Capital in excess of par value | 117,772 | 115,136 | ||||||
Retained earnings | 123,190 | 143,573 | ||||||
Accumulated other comprehensive loss | (4,404 | ) | (6,425 | ) | ||||
Treasury stock, at cost; 117,900 shares of Common Stock | (1,204 | ) | (1,204 | ) | ||||
|
|
|
| |||||
TOTAL STOCKHOLDERS’ EQUITY | 235,468 | 251,193 | ||||||
|
|
|
| |||||
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY | $ | 398,059 | $ | 391,162 | ||||
|
|
|
|
June 24, 2021 | June 25, 2020 | |||||||
LIABILITIES & STOCKHOLDERS’ EQUITY | ||||||||
CURRENT LIABILITIES: | ||||||||
Revolving credit facility borrowings | $ | 8,653 | $ | 27,008 | ||||
Current maturities of long-term debt, including related party debt of $627 and $585, respectively and net of unamortized debt issuance costs of $15 and $25, respectively | 3,875 | 5,285 | ||||||
Accounts payable | 48,861 | 36,323 | ||||||
Bank overdraft | 1,093 | 2,041 | ||||||
Accrued payroll and related benefits | 24,109 | 25,641 | ||||||
Other accrued expenses | 13,613 | 15,870 | ||||||
TOTAL CURRENT LIABILITIES | 100,204 | 112,168 | ||||||
LONG-TERM LIABILITIES: | ||||||||
Long-term debt, less current maturities, including related party debt of $8,320 and $8,947, respectively and net of unamortized debt issuance costs of $4 and $19, respectively | 10,855 | 14,730 | ||||||
Retirement plan | 34,919 | 31,573 | ||||||
Long-term operating lease liabilities, net of current portion | 2,103 | 2,990 | ||||||
Other | 7,880 | 7,758 | ||||||
TOTAL LONG-TERM LIABILITIES | 55,757 | 57,051 | ||||||
TOTAL LIABILITIES | 155,961 | 169,219 | ||||||
COMMITMENTS AND CONTINGENCIES | 0 | 0 | ||||||
STOCKHOLDERS’ EQUITY: | ||||||||
Class A Common Stock, convertible to Common Stock on a per share basis, cumulative voting rights of ten votes per share, $ .01 p ar value;10,000,000 2,597,426 | 26 | 26 | ||||||
Common Stock, non-cumulative voting rights of one vote per share, $.01 par value; 17,000,000 shares authorized,8,988,812 and8,939,890 shares issued, respectively | 90 | 89 | ||||||
Capital in excess of par value | 126,271 | 123,899 | ||||||
Retained earnings | 126,336 | 124,058 | ||||||
Accumulated other comprehensive loss | (9,025 | ) | (8,630 | ) | ||||
Treasury stock, at cost; 117,900 shares of Common Stock | (1,204 | ) | (1,204 | ) | ||||
TOTAL STOCKHOLDERS’ EQUITY | 242,494 | 238,238 | ||||||
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY | $ | 398,455 | $ | 407,457 | ||||
37
27, 2019
Year Ended June 29, 2017 (52 Weeks) | Year Ended June 30, 2016 (53 Weeks) | Year Ended June 25, 2015 (52 Weeks) | ||||||||||
Net sales | $ | 846,635 | $ | 952,059 | $ | 887,245 | ||||||
Cost of sales | 704,712 | 814,591 | 755,189 | |||||||||
|
|
|
|
|
| |||||||
Gross profit | 141,923 | 137,468 | 132,056 | |||||||||
|
|
|
|
|
| |||||||
Operating expenses: | ||||||||||||
Selling expenses | 49,392 | 51,114 | 49,646 | |||||||||
Administrative expenses | 34,187 | 35,042 | 30,531 | |||||||||
|
|
|
|
|
| |||||||
Total operating expenses | 83,579 | 86,156 | 80,177 | |||||||||
|
|
|
|
|
| |||||||
Income from operations | 58,344 | 51,312 | 51,879 | |||||||||
|
|
|
|
|
| |||||||
Other expense: | ||||||||||||
Interest expense including $785, $1,081 and $1,110 to related parties, respectively | 2,910 | 3,492 | 3,966 | |||||||||
Rental and miscellaneous expense, net | 1,296 | 1,358 | 3,049 | |||||||||
|
|
|
|
|
| |||||||
Total other expense, net | 4,206 | 4,850 | 7,015 | |||||||||
|
|
|
|
|
| |||||||
Income before income taxes | 54,138 | 46,462 | 44,864 | |||||||||
Income tax expense | 18,013 | 16,067 | 15,559 | |||||||||
|
|
|
|
|
| |||||||
Net income | 36,125 | 30,395 | 29,305 | |||||||||
Other comprehensive income (loss), net of tax: | ||||||||||||
Amortization of prior service cost and actuarial gain included in net periodic pension cost | 820 | 624 | 584 | |||||||||
Net actuarial gain (loss) arising during the period | 1,201 | (2,215 | ) | (1,915 | ) | |||||||
|
|
|
|
|
| |||||||
Other comprehensive income (loss), net of tax | 2,021 | (1,591 | ) | (1,331 | ) | |||||||
|
|
|
|
|
| |||||||
Comprehensive income | $ | 38,146 | $ | 28,804 | $ | 27,974 | ||||||
|
|
|
|
|
| |||||||
Net income per common share — basic | $ | 3.19 | $ | 2.71 | $ | 2.63 | ||||||
|
|
|
|
|
| |||||||
Net income per common share — diluted | $ | 3.17 | $ | 2.68 | $ | 2.61 | ||||||
|
|
|
|
|
| |||||||
Cash dividends declared per share | $ | 5.00 | $ | 2.00 | $ | 1.50 | ||||||
|
|
|
|
|
| |||||||
Weighted average shares outstanding — basic | 11,317,149 | 11,233,975 | 11,150,658 | |||||||||
|
|
|
|
|
| |||||||
Weighted average shares outstanding — diluted | 11,403,605 | 11,332,924 | 11,248,259 | |||||||||
|
|
|
|
|
|
Year Ended June 24, 2021 | Year Ended June 25, 2020 | Year Ended June 27, 2019 | ||||||||||
Net sales | $ | 858,482 | $ | 880,092 | $ | 876,201 | ||||||
Cost of sales | 673,495 | 704,317 | 717,931 | |||||||||
Gross profit | 184,987 | 175,775 | 158,270 | |||||||||
Operating expenses: | �� | |||||||||||
Selling expenses | 63,020 | 59,312 | 61,756 | |||||||||
Administrative expenses | 36,789 | 37,916 | 37,990 | |||||||||
Total operating expenses | 99,809 | 97,228 | 99,746 | |||||||||
Income from operations | 85,178 | 78,547 | 58,524 | |||||||||
Other expense: | ||||||||||||
Interest expense including $653, $821 and $1,143 to related parties, respectively | 1,441 | 2,005 | 3,060 | |||||||||
Rental and miscellaneous expense, net | 1,399 | 1,565 | 1,089 | |||||||||
Other expense | 2,519 | 2,266 | 1,947 | |||||||||
Total other expense, net | 5,359 | 5,836 | 6,096 | |||||||||
Income before income taxes | 79,819 | 72,711 | 52,428 | |||||||||
Income tax expense | 20,078 | 18,601 | 12,962 | |||||||||
Net income | 59,741 | 54,110 | 39,466 | |||||||||
Other comprehensive loss, net of tax: | ||||||||||||
Amortization of prior service cost and actuarial loss included in net periodic pension cost | 1,229 | 1,016 | 778 | |||||||||
Net actuarial loss arising during the period | (1,624 | ) | (4,345 | ) | (1,922 | ) | ||||||
Other comprehensive loss, net of tax | (395 | ) | (3,329 | ) | (1,144 | ) | ||||||
Comprehensive income | $ | 59,346 | $ | 50,781 | $ | 38,322 | ||||||
Net income per common share — basic | $ | 5.19 | $ | 4.72 | $ | 3.45 | ||||||
Net income per common share — diluted | $ | 5.17 | $ | 4.69 | $ | 3.43 | ||||||
Cash dividends declared per share | $ | 5.00 | $ | 6.00 | $ | 2.55 | ||||||
Weighted average shares outstanding — basic | 11,500,494 | 11,463,968 | 11,430,174 | |||||||||
Weighted average shares outstanding — diluted | 11,559,280 | 11,536,791 | 11,501,412 | |||||||||
38
27, 2019
Class A Common Stock | Common Stock | Capital in Excess of Par Value | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total | ||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||
Balance, June 26, 2014 | 2,597,426 | $ | 26 | 8,569,105 | $ | 85 | $ | 108,305 | $ | 123,118 | $ | (3,503 | ) | $ | (1,204 | ) | $ | 226,827 | ||||||||||||||||||
Net income | 29,305 | 29,305 | ||||||||||||||||||||||||||||||||||
Cash dividends ($1.50 per common share) | (16,759 | ) | (16,759 | ) | ||||||||||||||||||||||||||||||||
Pension liability amortization, net of income tax expense of $373 | 584 | 584 | ||||||||||||||||||||||||||||||||||
Pension liability adjustment, net of income tax benefit of $1,224 | (1,915 | ) | (1,915 | ) | ||||||||||||||||||||||||||||||||
Equity award exercises | 94,375 | 1 | 1,283 | 1,284 | ||||||||||||||||||||||||||||||||
Stock-based compensation expense | 1,952 | 1,952 | ||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Balance, June 25, 2015 | 2,597,426 | $ | 26 | 8,663,480 | $ | 86 | $ | 111,540 | $ | 135,664 | $ | (4,834 | ) | $ | (1,204 | ) | $ | 241,278 | ||||||||||||||||||
Net income | 30,395 | 30,395 | ||||||||||||||||||||||||||||||||||
Cash dividends ($2.00 per common share) | (22,486 | ) | (22,486 | ) | ||||||||||||||||||||||||||||||||
Pension liability amortization, net of income tax expense of $383 | 624 | 624 | ||||||||||||||||||||||||||||||||||
Pension liability adjustment, net of income tax benefit of $1,358 | (2,215 | ) | (2,215 | ) | ||||||||||||||||||||||||||||||||
Equity award exercises | 62,235 | 1 | 1,107 | 1,108 | ||||||||||||||||||||||||||||||||
Stock-based compensation expense | 2,489 | 2,489 | ||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Balance, June 30, 2016 | 2,597,426 | $ | 26 | 8,725,715 | $ | 87 | $ | 115,136 | $ | 143,573 | $ | (6,425 | ) | $ | (1,204 | ) | $ | 251,193 | ||||||||||||||||||
Net income | 36,125 | 36,125 | ||||||||||||||||||||||||||||||||||
Cash dividends ($5.00 per common share) | (56,464 | ) | (56,464 | ) | ||||||||||||||||||||||||||||||||
Pension liability amortization, net of income tax expense of $502 | 820 | 820 | ||||||||||||||||||||||||||||||||||
Pension liability adjustment, net of income tax expense of $737 | 1,201 | 1,201 | ||||||||||||||||||||||||||||||||||
Equity award exercises | 75,926 | 1 | 62 | 63 | ||||||||||||||||||||||||||||||||
Stock-based compensation expense | 2,504 | 2,504 | ||||||||||||||||||||||||||||||||||
Effect of adopting ASU2016-09 | 70 | (44 | ) | 26 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Balance, June 29, 2017 | 2,597,426 | $ | 26 | 8,801,641 | $ | 88 | $ | 117,772 | $ | 123,190 | $ | (4,404 | ) | $ | (1,204 | ) | $ | 235,468 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 28, 2018 | 2,597,426 | $ | 26 | 8,865,475 | $ | 89 | $ | 119,952 | $ | 127,320 | $ | (3,181 | ) | $ | (1,204 | ) | $ | 243,002 | ||||||||||||||||||
Net income | 39,466 | 39,466 | ||||||||||||||||||||||||||||||||||
Cash dividends ($2.55 per common share) | (29,074 | ) | (29,074 | ) | ||||||||||||||||||||||||||||||||
Pension liability amortization, net of income tax expense of $274 | 778 | 778 | ||||||||||||||||||||||||||||||||||
Pension liability adjustment, net of income tax benefit of $675 | (1,922 | ) | (1,922 | ) | ||||||||||||||||||||||||||||||||
Equity award exercises, net of shares withheld for employee taxes | 43,931 | — | (339 | ) | (339 | ) | ||||||||||||||||||||||||||||||
Stock-based compensation expense | 2,644 | 2,644 | ||||||||||||||||||||||||||||||||||
Balance, June 27, 2019 | 2,597,426 | $ | 26 | 8,909,406 | $ | 89 | $ | 122,257 | $ | 137,712 | $ | (4,325 | ) | $ | (1,204 | ) | $ | 254,555 | ||||||||||||||||||
Net income | 54,110 | 54,110 | ||||||||||||||||||||||||||||||||||
Cash dividends ($6.00 per common share) | (68,740 | ) | (68,740 | ) | ||||||||||||||||||||||||||||||||
Pension liability amortization, net of income tax expense of $358 | 1,016 | 1,016 | ||||||||||||||||||||||||||||||||||
Pension liability adjustment, net of income tax benefit of $1,527 | (4,345 | ) | (4,345 | ) | ||||||||||||||||||||||||||||||||
Equity award exercises, net of shares withheld for employee taxes | 30,484 | — | (830 | ) | (830 | ) | ||||||||||||||||||||||||||||||
Impact of adopting ASU 2018-02 | 976 | (976 | ) | 0 | ||||||||||||||||||||||||||||||||
Stock-based compensation expense | 2,472 | 2,472 | ||||||||||||||||||||||||||||||||||
Balance, June 25, 2020 | 2,597,426 | $ | 26 | 8,939,890 | $ | 89 | $ | 123,899 | $ | 124,058 | $ | (8,630 | ) | $ | (1,204 | ) | $ | 238,238 | ||||||||||||||||||
Net income | 59,741 | 59,741 | ||||||||||||||||||||||||||||||||||
Cash dividends ($5.00 per common share) | (57,463 | ) | (57,463 | ) | ||||||||||||||||||||||||||||||||
Pension liability amortization, net of income tax expense of $432 | 1,229 | 1,229 | ||||||||||||||||||||||||||||||||||
Pension liability adjustment, net of income tax benefit of $571 | (1,624 | ) | (1,624 | ) | ||||||||||||||||||||||||||||||||
Equity award exercises, net of shares withheld for employee taxes | 48,922 | 1 | (536 | ) | (535 | ) | ||||||||||||||||||||||||||||||
Stock-based compensation expense | 2,908 | 2,908 | ||||||||||||||||||||||||||||||||||
Balance, June 24, 2021 | 2,597,426 | $ | 26 | 8,988,812 | $ | 90 | $ | 126,271 | $ | 126,336 | $ | (9,025 | ) | $ | (1,204 | ) | $ | 242,494 | ||||||||||||||||||
39
27, 2019
Year Ended June 29, 2017 (52 Weeks) | Year Ended June 30, 2016 (53 Weeks) | Year Ended June 25, 2015 (52 Weeks) | ||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||
Net income | $ | 36,125 | $ | 30,395 | $ | 29,305 | ||||||
Depreciation and amortization | 15,559 | 16,585 | 16,284 | |||||||||
Loss on disposition of properties, net | 71 | 392 | 100 | |||||||||
Deferred income tax benefit | (1,744 | ) | (170 | ) | (2,384 | ) | ||||||
Stock-based compensation expense | 2,504 | 2,489 | 1,952 | |||||||||
Change in assets and liabilities: | ||||||||||||
Accounts receivable, net | 13,243 | (2,436 | ) | (19,862 | ) | |||||||
Inventories | (25,847 | ) | 41,424 | (15,167 | ) | |||||||
Prepaid expenses and other current assets | 201 | (19 | ) | (1,587 | ) | |||||||
Accounts payable | 6,384 | (1,126 | ) | 307 | ||||||||
Accrued expenses | 1,484 | 421 | 1,798 | |||||||||
Income taxes receivable/payable | 2,217 | (805 | ) | 2,495 | ||||||||
Other long-term liabilities | 579 | (443 | ) | 862 | ||||||||
Other long-term assets | (266 | ) | 767 | (1,541 | ) | |||||||
Other, net | 2,158 | 1,774 | 1,371 | |||||||||
|
|
|
|
|
| |||||||
Net cash provided by operating activities | 52,668 | 89,248 | 13,933 | |||||||||
|
|
|
|
|
| |||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||
Purchases of property, plant and equipment | (10,885 | ) | (15,018 | ) | (14,392 | ) | ||||||
Proceeds from disposition of assets | 1 | 1 | 90 | |||||||||
Other, net | 341 | 92 | 21 | |||||||||
|
|
|
|
|
| |||||||
Net cash used in investing activities | (10,543 | ) | (14,925 | ) | (14,281 | ) | ||||||
|
|
|
|
|
| |||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||
Borrowings under revolving credit facilities | 340,229 | 316,945 | 339,684 | |||||||||
Repayments of revolving credit borrowings | (322,857 | ) | (366,014 | ) | (319,073 | ) | ||||||
Principal payments on long-term debt | (3,482 | ) | (3,376 | ) | (3,349 | ) | ||||||
Increase (decrease) in bank overdraft | 121 | (226 | ) | (1,377 | ) | |||||||
Dividends paid | (56,464 | ) | (22,486 | ) | (16,759 | ) | ||||||
Proceeds from the exercise of stock options | 63 | 155 | 643 | |||||||||
Tax benefit of equity award exercises | — | 953 | 641 | |||||||||
|
|
|
|
|
| |||||||
Net cash (used in) provided by financing activities | (42,390 | ) | (74,049 | ) | 410 | |||||||
|
|
|
|
|
| |||||||
NET (DECREASE) INCREASE IN CASH | (265 | ) | 274 | 62 | ||||||||
Cash, beginning of period | 2,220 | 1,946 | 1,884 | |||||||||
|
|
|
|
|
| |||||||
Cash, end of period | $ | 1,955 | $ | 2,220 | $ | 1,946 | ||||||
|
|
|
|
|
| |||||||
Supplemental disclosures of cash flow information: | ||||||||||||
Interest paid | $ | 2,763 | $ | 3,326 | $ | 3,760 | ||||||
Income taxes paid, excluding refunds of $232, $168, and $548, respectively | 17,635 | 16,526 | 15,288 |
Year Ended June 24, 2021 | Year Ended June 25, 2020 | Year Ended June 29, 2019 | ||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||
Net income | $ | 59,741 | $ | 54,110 | $ | 39,466 | ||||||
Depreciation and amortization | 18,308 | 17,934 | 17,045 | |||||||||
Gain on disposition of properties, net | (2,717 | ) | (844 | ) | (164 | ) | ||||||
Deferred income tax expense (benefit) | 840 | 104 | (298 | ) | ||||||||
Stock-based compensation expense | 2,908 | 2,472 | 2,644 | |||||||||
Change in assets and liabilities: | ||||||||||||
Accounts receivable, net | (9,391 | ) | 4,015 | 4,447 | ||||||||
Inventories | 24,070 | (15,044 | ) | 17,338 | ||||||||
Prepaid expenses and other current assets | (253 | ) | (2,668 | ) | (470 | ) | ||||||
Accounts payable | 11,442 | (6,721 | ) | (16,958 | ) | |||||||
Accrued expenses | (1,487 | ) | 2,898 | 15,784 | ||||||||
Income taxes receivable/payable | (2,302 | ) | 4,154 | 2,348 | ||||||||
Other long-term liabilities | (765 | ) | (887 | ) | 711 | |||||||
Other long-term assets | 1,481 | 1,749 | (404 | ) | ||||||||
Other, net | 2,822 | 2,341 | 1,970 | |||||||||
Net cash provided by operating activities | 104,697 | 63,613 | 83,459 | |||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||
Purchases of property, plant and equipment | (25,176 | ) | (15,022 | ) | (15,075 | ) | ||||||
Proceeds from insurance recoveries | 2,506 | 1,109 | 429 | |||||||||
Other, net | (280 | ) | (136 | ) | 32 | |||||||
Net cash used in investing activities | (22,950 | ) | (14,049 | ) | (14,614 | ) | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||
Net short-term (repayments) borrowings | (18,355 | ) | 27,008 | (31,278 | ) | |||||||
Debt issue costs | — | (459 | ) | — | ||||||||
Principal payments on long-term debt | (5,309 | ) | (7,739 | ) | (6,851 | ) | ||||||
(Decrease) increase in bank overdraft | (948 | ) | 1,140 | (1,161 | ) | |||||||
Dividends paid | (57,463 | ) | (68,740 | ) | (29,074 | ) | ||||||
Proceeds from the exercise of stock options | — | 4 | — | |||||||||
Taxes paid related to net share settlement of equity awards | (535 | ) | (834 | ) | (339 | ) | ||||||
Net cash used in financing activities | (82,610 | ) | (49,620 | ) | (68,703 | ) | ||||||
NET (DECREASE) INCREASE IN CASH | (863 | ) | (56 | ) | 142 | |||||||
Cash, beginning of period | 1,535 | 1,591 | 1,449 | |||||||||
Cash, end of period | $ | 672 | $ | 1,535 | $ | 1,591 | ||||||
Supplemental disclosures of cash flow information: | ||||||||||||
Interest paid | $ | 1,319 | $ | 1,954 | $ | 2,872 | ||||||
Income taxes paid, excluding refunds of $545, $18, and $16, respectively | 21,967 | 14,415 | 10,883 | |||||||||
Supplemental disclosure of non-cash activities: | ||||||||||||
Right-of-use No. 2016-02 transition | — | 5,361 | — |
40
estimates, particularly due to any further impact of
41
Year Ended June 29, 2017 | Year Ended June 30, 2016 | Year Ended June 25, 2015 | ||||||||||
Depreciation expense | $ | 14,190 | $ | 14,875 | $ | 14,117 | ||||||
|
|
|
|
|
|
Year Ended June 24, 2021 | Year Ended June 25, 2020 | Year Ended June 27, 2019 | ||||||||||
Depreciation expense | $ | 16,144 | $ | 15,433 | $ | 14,017 | ||||||
Classification | Estimated Useful Lives | |||
Buildings | 10to 40years | |||
Machinery and equipment | 5to 10years | |||
Furniture and leasehold improvements | 5to 10years | |||
Vehicles | 3to 5years | |||
Computers and software | 3to |
No interest
Facility Consolidation Project/Real Estate Transactions
Year ended June 29, 2017 | Year ended June 30, 2016 | Year ended June 25, 2015 | ||||||||||
Gross rental income | $ | 2,003 | $ | 1,898 | $ | 1,792 | ||||||
Rental (expense), net | (1,311 | ) | (1,371 | ) | (3,062 | ) |
Expected future gross rental income under operating leases within the office building is as follows for the fiscal years ending:
June 28, 2018 | $ | 1,961 | ||
June 27, 2019 | 1,859 | |||
June 25, 2020 | 1,765 | |||
June 24, 2021 | 1,534 | |||
June 30, 2022 | 1,314 | |||
Thereafter | 3,096 | |||
|
| |||
$ | 11,529 | |||
|
|
42
additional information.
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.
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. |
June 29, 2017 | June 30, 2016 | |||||||
Carrying value of long-term debt: | $ | 28,808 | $ | 32,290 | ||||
Fair value of long-term debt: | 29,316 | 35,479 |
June 24, 2021 | June 25, 2020 | |||||||
Carrying value of long-term debt: | $ | 14,749 | $ | 20,059 | ||||
Fair value of long-term debt: | 16,210 | 20,186 |
We
Segment Reporting
We operate in a single reportable and operating segment that consists of selling various nut and nut related products through multiple distribution channels.
additional information on revenue recognition.
43
Promotion,
Promotions, allowances and customer rebates are recorded at the time revenue is recognized and are reflected as reductions in sales. Annual volume rebates are estimated based upon projected volumes for the year, while promotions and allowances are recorded based upon terms of the actual arrangements. Coupon incentive costs are accrued based on an estimate of redemptions to occur.
Year ended June 29, 2017 | Year ended June 30, 2016 | Year ended June 25, 2015 | ||||||||||
Marketing and advertising expense | $ | 10,064 | $ | 11,569 | $ | 11,069 | ||||||
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|
|
|
|
|
Year ended June 24, 2021 | Year ended June 25, 2020 | Year ended June 27, 2019 | ||||||||||
Marketing and advertising expense | $ | 9,172 | $ | 8,997 | $ | 11,936 | ||||||
Year ended June 29, 2017 | Year ended June 30, 2016 | Year ended June 25, 2015 | ||||||||||
Shipping and handling costs | $ | 17,682 | $ | 16,686 | $ | 17,699 | ||||||
|
|
|
|
|
|
Year ended June 24, 2021 | Year ended June 25, 2020 | Year ended June 27, 2019 | ||||||||||
Shipping and handling costs | $ | 26,456 | $ | 21,613 | $ | 23,086 | ||||||
Year ended June 29, 2017 | Year ended June 30, 2016 | Year ended June 25, 2015 | ||||||||||
Research and development expense | $ | 658 | $ | 653 | $ | 979 | ||||||
|
|
|
|
|
|
Year ended June 24, 2021 | Year ended June 25, 2020 | Year ended June 27, 2019 | ||||||||||
Research and development expense | $ | 2,000 | $ | 999 | $ | 892 | ||||||
44
realizable.
Year ended June 29, 2017 | Year ended June 30, 2016 | Year ended June 25, 2015 | ||||||||||
Weighted average number of shares outstanding — basic | 11,317,149 | 11,233,975 | 11,150,658 | |||||||||
Effect of dilutive securities: | ||||||||||||
Stock options and restricted stock units | 86,456 | 98,949 | 97,601 | |||||||||
|
|
|
|
|
| |||||||
Weighted average number of shares outstanding — diluted | 11,403,605 | 11,332,924 | 11,248,259 | |||||||||
|
|
|
|
|
|
Year ended June 24, 2021 | Year ended June 25, 2020 | Year ended June 27, 2019 | ||||||||||
Weighted average number of shares outstanding — basic | 11,500,494 | 11,463,968 | 11,430,174 | |||||||||
Effect of dilutive securities: | ||||||||||||
Stock options and restricted stock units | 58,786 | 72,823 | 71,238 | |||||||||
Weighted average number of shares outstanding — diluted | 11,559,280 | 11,536,791 | 11,501,412 | |||||||||
Year ended June 29, 2017 | Year ended June 30, 2016 | Year ended June 25, 2015 | ||||||||||
Weighted average number of anti-dilutive shares: | 1,068 | — | — | |||||||||
Weighted average exercise price per share: | $ | 65.35 | $ | — | $ | — |
Year ended June 24, 2021 | Year ended June 25, 2020 | Year ended June 27, 2019 | ||||||||||
Weighted average number of anti-dilutive shares: | 0 | 7,010 | 0 | |||||||||
Weighted average exercise price per share: | $ | 0 | $ | 90.26 | $ | 0 |
45
In April 2015, the FASB issued ASUNo. 2015-05 “Intangibles — Goodwill2021 and Other —Internal-Use Software (Subtopic350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement”. This update provides guidance to customers about whether a cloud computing arrangement includes a software license or service contract. This update became effective for the Company beginning the first quarter of fiscal 2017. The adoption of ASU2015-05 did not have a material impact to theon our Consolidated Financial Statements.
46
our Consolidated Financial Statements.
In August 2014, the FASB issued ASUNo. 2014-15 “Presentation of Financial Statements—Going Concern (Topic205-40)”. The guidance requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. ASU2014-15 was effective for the Company beginning with the first quarter of fiscal 2017. The adoption of this guidance had nomaterial impact on our Consolidated Financial Statements.
The following recent accounting pronouncements have not yet been adopted:
In May 2017, the FASB issued ASUNo. 2017-09 “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting”. The amendments in this update provide guidance about which changes to terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. ASU2017-09 will be effective for the Company in fiscal 2019 and should be applied prospectively to an award modified on or after the adoption date. The Company does not expect ASU2017-09 to have a material impact to the Consolidated Financial Statements.
In March 2017, the FASB issued ASUNo. 2017-07 “Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost”. The amendments in this update require the service cost component of pension expense to be disaggregated from the other components of net periodic benefit cost and be presented in the same line items as other employee compensation costs. All other components of net periodic benefit cost must be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. This update is effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those annual periods. Early adoption is permitted as long as it is early adopted in the first interim period of an annual year and financial statements have not been issued or made available for issuance prior to adoption. The amendments in this update should be applied using a retrospective transition method, however, a practical expedient is offered with regard to the prior comparative periods. The Company plans to early adopt this update beginning in fiscal 2018 and does not expect the impact of this new guidance to have a significant impact on its financial position, results of operations and disclosures.
In October 2016, the FASB issued ASUNo. 2016-17 “Consolidation (Topic 810): Interests Held Through Related Parties That Are Under Common Control”. This update is amending ASU2015-02 and affects reporting entities that are required to evaluate whether they should consolidate a variable interest entity in certain situations involving entities under common control. ASU2016-17 will be effective for the Company in fiscal 2018 and will require retrospective application. The Company does not expect ASU2016-17 to have any impact to the Consolidated Financial Statements.
In August 2016, the FASB issued ASUNo. 2016-15 “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments”. This update addresses eight specific cash flow issues with the objective of reducing the perceived diversity in practice. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The amendments in this update should be applied using a retrospective transition method to each period presented. The Company does not expect a material impact to our statement of cash flows once ASU2016-15 is adopted in fiscal 2019.
47
In February 2016, the FASB issued ASUNo. 2016-02 “Leases (Topic 842)”. The primary goal of this update is to require the lessee to recognize all lease commitments, both operating and finance, by initially recording a lease asset and liability on the balance sheet at the lease commencement date. Additionally, enhanced qualitative and quantitative disclosures will be required. ASU2016-02 is effective for public business entities for annual periods,2020, including interim periods within those annual periods, beginning after December 15, 2018.that fiscal year. Early adoption is permitted. This new guidance will beUpdate is effective for the Company beginning in fiscal year 2020 and we2022. We do not expect to early adopt. This guidance must be adopted using a modified retrospective approach. The Company expects this new guidanceaccounting Update to have a significant impact on its total assets and total liabilities, and lead to increased financial statement disclosures.
In July 2015, the FASB issued ASUNo. 2015-11 “Inventory (Topic 330) Simplifying the Measurement of Inventory”. This update applies to inventory measured usingfirst-in,first-out or average cost and requires inventory be measured at the lower of cost and net realizable value. Net realizable value is defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This update will be effective for the Company beginning in fiscal year 2018 with prospective application required. The Company does not anticipate this guidance will have a material impact to itson our Consolidated Financial Statements.
In May 2014, the FASB issued ASUNo. 2014-09 “Revenue from Contracts with Customers (Topic 606)” and created a new ASC Topic 606, Revenue from Contracts with Customers, and added ASC Subtopic340-40, Other Assets and Deferred Costs
For the Year Ended | ||||||||
Distribution Channel | June 24, 2021 | June 25, 2020 | ||||||
Consumer | $ | 686,049 | $ | 673,989 | ||||
Commercial Ingredients | 92,911 | 118,464 | ||||||
Contract Packaging | 79,522 | 87,639 | ||||||
Total | $ | 858,482 | $ | 880,092 | ||||
June 24, 2021 | June 25, 2020 | Affected Line Item in Consolidated Balance Sheet | ||||||||
Assets | ||||||||||
Operating lease right-of-use | $ | 3,484 | $ | 4,351 | Operating lease right-of-use | |||||
Total lease right-of-use | $ | 3,484 | $ | 4,351 | ||||||
Liabilities | ||||||||||
Current: | ||||||||||
Operating leases | $ | 1,430 | $ | 1,376 | Other accrued expenses | |||||
Noncurrent: | ||||||||||
Operating leases | 2,103 | 2,990 | Long-term operating lease liabilities | |||||||
Total lease liabilities | $ | 3,533 | $ | 4,366 | ||||||
For the Year Ended June 24, 2021 | For the Year Ended June 25, 2020 | |||||||
Operating lease costs (a) | $ | 1,841 | $ | 1,701 | ||||
Variable lease costs (b) | 71 | 63 | ||||||
Total Lease Cost | $ | 1,912 | $ | 1,764 | ||||
(a) | Includes short-term leases which are immaterial. |
(b) | Variable lease costs consist of sales tax. |
For the Year Ended June 24, 2021 | For the Year Ended June 25, 2020 | |||||||
Operating cash flows information: | ||||||||
Cash paid for amounts included in measurements for lease liabilities | $ | 1,562 | $ | 1,545 | ||||
Non-cash activity: | ||||||||
Right-of-use | $ | 574 | $ | 393 |
June 24, 2021 | June 25, 2020 | |||||||
Weighted Average Remaining Lease Term (in years) | 2.8 | 3.4 | ||||||
Weighted Average Discount Rate | 4.3 | % | 4.4 | % |
Fiscal year ending | ||||
June 30, 2022 | $ | 1,545 | ||
June 29, 2023 | 1,254 | |||
June 27, 2024 | 611 | |||
June 26, 2025 | 248 | |||
June 25, 2026 | 77 | |||
Thereafter | 4 | |||
Total lease payments | 3,739 | |||
Less imputed interest | (206 | ) | ||
Present value of operating lease liabilities | $ | 3,533 | ||
For the Year Ended June 24, 2021 | For the Year Ended June 25, 2020 | |||||||
Lease income related to lease payments | $ | 1,827 | $ | 1,967 |
thereafter is presented below.
Fiscal year ending | ||||
June 30, 2022 | $ | 1,750 | ||
June 29, 2023 | 1,794 | |||
June 27, 2024 | 1,818 | |||
June 26, 2025 | 1,228 | |||
June 25, 2026 | 670 | |||
Thereafter | 614 | |||
$ | 7,874 | |||
June 29, 2017 | June 30, 2016 | |||||||
Raw material and supplies | $ | 79,609 | $ | 56,005 | ||||
Work-in-process and finished goods | 102,811 | 100,568 | ||||||
|
|
|
| |||||
$ | 182,420 | $ | 156,573 | |||||
|
|
|
|
June 24, 2021 | June 25, 2020 | |||||||
Raw material and supplies | $ | 64,219 | $ | 69,276 | ||||
Work-in-process | 83,779 | 102,792 | ||||||
$ | 147,998 | $ | 172,068 | |||||
June 29, 2017 | June 30, 2016 | |||||||
Customer relationships | $ | 10,600 | $ | 10,600 | ||||
Brand names | 8,090 | 8,090 | ||||||
Less accumulated amortization: | ||||||||
Customer relationships | (10,600 | ) | (9,231 | ) | ||||
Brand names | (8,090 | ) | (8,090 | ) | ||||
|
|
|
| |||||
Net intangible assets | $ | — | $ | 1,369 | ||||
|
|
|
|
48
June 24, 2021 | June 25, 2020 | |||||||
Customer relationships | $ | 21,100 | $ | 21,100 | ||||
Non-compete agreements | 270 | 270 | ||||||
Brand names | 16,990 | 16,990 | ||||||
Total intangible assets, gross | 38,360 | 38,360 | ||||||
Less accumulated amortization: | ||||||||
Customer relationships | (17,643 | ) | (16,223 | ) | ||||
Non-compete agreements | (194 | ) | (139 | ) | ||||
Brand names | (10,562 | ) | (9,873 | ) | ||||
Total accumulated amortization | (28,399 | ) | (26,235 | ) | ||||
Net intangible assets | $ | 9,961 | $ | 12,125 | ||||
Year ended June 29, 2017 | Year ended June 30, 2016 | Year ended June 25, 2015 | ||||||||||
Amortization of intangible assets | $ | 1,369 | $ | 1,710 | $ | 2,167 | ||||||
|
|
|
|
|
|
Year ended June 24, 2021 | Year ended June 25, 2020 | Year ended June 27, 2019 | ||||||||||
Amortization of intangible assets | $ | 2,164 | $ | 2,501 | $ | 3,028 | ||||||
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 |
Gross goodwill balance at June 28, 2019 | $ | 18,416 | ||
Accumulated impairment losses | (8,766 | ) | ||
Net balance at June 28, 2019 | 9,650 | |||
Fiscal 2020 and 2021 activity | 0 | |||
Balance at June 24, 2021 | $ | 9,650 | ||
�� |
On July
NOTE 5 — LONG-TERM DEBT
June 29, 2017 | June 30, 2016 | |||||||
Mortgage Facility (“Tranche A”), collateralized by real property, due in monthly principal installments of $200 plus interest at 7.63% per annum through February 2023 with a final principal payment of $600 on March 1, 2023 | $ | 14,200 | $ | 16,600 | ||||
Mortgage Facility (“Tranche B”), collateralized by real property, due in monthly principal installments of $50 plus interest at the greater of one month LIBOR plus 3.50% per annum or 4.25% through February 2023 with a final principal payment of $150 on March 1, 2023 | 3,550 | 4,150 | ||||||
Selma, Texas facility financing obligation to related parties, due in monthly installments of $103 through September 1, 2031 | 11,058 | 11,540 | ||||||
Unamortized debt issuance costs | (179 | ) | (244 | ) | ||||
|
|
|
| |||||
28,629 | 32,046 | |||||||
Less: Current maturities, net of unamortized debt issuance costs | (3,418 | ) | (3,342 | ) | ||||
|
|
|
| |||||
Total long-term debt, net of unamortized debt issuance costs | $ | 25,211 | $ | 28,704 | ||||
|
|
|
|
49
June 24, 2021 | June 25, 2020 | |||||||
Mortgage Facility (“Tranche A”), collateralized by real property, due in monthly installments of $230 including interest at 4.25% per annum with a final payment due March 1, 2023 | $ | 4,642 | $ | 7,144 | ||||
Mortgage Facility (“Tranche B”), collateralized by real property, due in monthly installments of $57 including interest at 4.25% per annum with a final payment due March 1, 2023 | 1,160 | 1,786 | ||||||
Squirrel Brand Seller-Financed Note (“Promissory Note”), unsecured, due in monthly principal installments of $319 plus interest at 5.5% per annum beginning in January 2018 through November 30, 2020 | 0 | 1,597 | ||||||
Selma, Texas facility financing obligation to related parties, due in monthly installments of $103 through September 1, 2021 and $114 through September 1, 2026 | 8,947 | 9,532 | ||||||
Unamortized debt issuance costs | (19 | ) | (44 | ) | ||||
14,730 | 20,015 | |||||||
Less: Current maturities, net of unamortized debt issuance costs | (3,875 | ) | (5,285 | ) | ||||
Total long-term debt, net of unamortized debt issuance costs | $ | 10,855 | $ | 14,730 | ||||
Tranche A under On March 1, 2018 the interest rate on the Mortgage Facility accrues interestwas fixed at a fixed interest rate of 7.63%4.25% per annum, payable monthly. As mentioned above, such interest rate may be reset by the Mortgage Lender on the Tranche A Reset Date. Tranche B under the Mortgage Facility accrues interest, as reset on March 1, 2016, at a floating rate of the greater of (i) one month LIBOR plus 3.50% per annum or (ii) 4.25%, payable monthly (the “Floating Rate”). The margin on such floating rate may be reset by the Mortgage Lender on each Tranche B Reset Date; provided, however, that the Mortgage Lender may also change the underlying index on each Tranche B Reset Date occurring on or after March 1, 2018. We do not currently anticipate that any change in the floating rate or the underlying index will have a material adverse effect upon our business, financial condition or results of operations.
annum.
24, 2021.
In September 2015, we signedfinanced by a lease renewal which exercised two five-year renewal optionscombination of cash (drawn under the Credit Facility) and extendeda three-year seller-financed note for $11,500. The principal owner and seller of the termSquirrel Brand business was subsequently appointed as an executive officer of our Selma lease to September 18, 2026 (unless we purchase it before such date). One five-year renewal option remains. Beginningthe Company and was considered a related party until the employment of this executive officer with the Company ceased in the second quarter of fiscal 2017,2020. During fiscal 2021, the base monthly lease amount decreased to $103.
Promissory Note was paid in full. Interest paid on the Promissory Note while the former executive officer was a related party was $127 for the fiscal year ended June 25, 2020 and $413 for the fiscal year ended June 27, 2019.
June 28, 2018 | $ | 3,473 | ||
June 27, 2019 | 3,508 | |||
June 25, 2020 | 3,545 | |||
June 24, 2021 | 3,585 | |||
June 30, 2022 | 3,627 | |||
Thereafter | 11,070 | |||
|
| |||
$ | 28,808 | |||
|
|
50
June 30, 2022 | 3,890 | |||
June 29, 2023 | 3,213 | |||
June 27, 2024 | 722 | |||
June 26, 2025 | 775 | |||
June 25, 2026 | 831 | |||
Thereafter | 5,318 | |||
$ | 14,749 | |||
For the Year Ended: | ||||||||||||
June 29, 2017 | June 30, 2016 | June 25, 2015 | ||||||||||
Current: | ||||||||||||
Federal | $ | 17,013 | $ | 14,015 | $ | 15,916 | ||||||
State | 2,744 | 2,222 | 2,027 | |||||||||
|
|
|
|
|
| |||||||
Total current expense | 19,757 | 16,237 | 17,943 | |||||||||
Deferred: | ||||||||||||
Deferred federal | (1,698 | ) | (210 | ) | (2,589 | ) | ||||||
Deferred state | (46 | ) | 40 | 205 | ||||||||
|
|
|
|
|
| |||||||
Total deferred benefit | (1,744 | ) | (170 | ) | (2,384 | ) | ||||||
|
|
|
|
|
| |||||||
Total income tax expense | $ | 18,013 | $ | 16,067 | $ | 15,559 | ||||||
|
|
|
|
|
|
For the Year Ended: | ||||||||||||
June 24, 2021 | June 25, 2020 | June 27, 2019 | ||||||||||
Current: | ||||||||||||
Federal | $ | 15,228 | $ | 14,588 | $ | 10,309 | ||||||
State | 4,010 | 3,909 | 2,951 | |||||||||
Total current expense | 19,238 | 18,497 | 13,260 | |||||||||
Deferred: | ||||||||||||
Deferred federal | 891 | 137 | 395 | |||||||||
Deferred state | (51 | ) | (33 | ) | (693 | ) | ||||||
Total deferred expense (benefit) | 840 | 104 | (298 | ) | ||||||||
Total income tax expense | $ | 20,078 | $ | 18,601 | $ | 12,962 | ||||||
June 29, 2017 | June 30, 2016 | June 25, 2015 | ||||||||||
Federal statutory income tax rate | 35.0 | % | 35.0 | % | 35.0 | % | ||||||
State income taxes, net of federal benefit | 3.3 | 3.2 | 3.4 | |||||||||
Research and development tax credit | (0.1 | ) | (0.1 | ) | (0.1 | ) | ||||||
Domestic manufacturing deduction | (3.1 | ) | (3.2 | ) | (3.4 | ) | ||||||
Windfall tax benefits | (1.8 | ) | — | — | ||||||||
Uncertain tax positions | 0.1 | (0.6 | ) | 0.3 | ||||||||
Other | (0.1 | ) | 0.3 | (0.5 | ) | |||||||
|
|
|
|
|
| |||||||
Effective tax rate | 33.3 | % | 34.6 | % | 34.7 | % | ||||||
|
|
|
|
|
|
After the adoption of ASU2016-09 in fiscal 2017, windfall tax benefits are a permanent difference recognized as a component of income tax expense.
June 24, 2021 | June 25, 2020 | June 27, 2019 | ||||||||||
Federal statutory income tax rate | 21.0 | % | 21.0 | % | 21.0 | % | ||||||
State income taxes, net of federal benefit | 3.9 | 4.2 | 3.1 | |||||||||
Section 162(m) limitation | 1.1 | 1.2 | 1.1 | |||||||||
Research and development tax credit | (0.5 | ) | (0.3 | ) | (0.3 | ) | ||||||
Windfall tax benefits | (0.4 | ) | (0.4 | ) | (0.2 | ) | ||||||
Uncertain tax positions | 0.1 | 0 | 0.1 | |||||||||
Other | 0 | (0.1 | ) | (0.1 | ) | |||||||
Effective tax rate | 25.2 | % | 25.6 | % | 24.7 | % | ||||||
June 29, 2017 | June 30, 2016 | |||||||
Deferred tax assets (liabilities): | ||||||||
Accounts receivable | $ | 423 | $ | 521 | ||||
Employee compensation | 1,726 | 1,922 | ||||||
Inventory | 345 | 353 | ||||||
Depreciation and amortization | (12,826 | ) | (13,315 | ) | ||||
Capitalized leases | 1,508 | 1,440 | ||||||
Goodwill and intangible assets | 4,939 | 5,046 | ||||||
Retirement plan | 8,224 | 8,661 | ||||||
Workers’ compensation | 2,365 | 2,251 | ||||||
Share based compensation | 1,908 | 1,669 | ||||||
Capital loss carryforward | 171 | 171 | ||||||
Other | 483 | 42 | ||||||
Less valuation allowance | (171 | ) | (171 | ) | ||||
|
|
|
| |||||
Net deferred tax asset — long term | $ | 9,095 | $ | 8,590 | ||||
|
|
|
|
51
June 24, 2021 | June 25, 2020 | |||||||
Deferred tax assets (liabilities): | ||||||||
Accounts receivable | $ | 349 | $ | 355 | ||||
Employee compensation | 1,338 | 1,534 | ||||||
Inventory | 198 | 189 | ||||||
Depreciation and amortization | (12,456 | ) | (11,260 | ) | ||||
Capitalized leases | 1,159 | 1,145 | ||||||
Goodwill and intangible assets | 2,500 | 2,885 | ||||||
Retirement plan | 9,242 | 8,373 | ||||||
Workers’ compensation | 1,991 | 1,932 | ||||||
Share based compensation | 1,397 | 1,344 | ||||||
Other | 369 | 291 | ||||||
Net deferred tax asset | 6,087 | 6,788 | ||||||
June 29, 2017 | June 30, 2016 | June 25, 2015 | ||||||||||
Beginning balance | $ | 24 | $ | 248 | $ | 247 | ||||||
Gross increases — tax positions in prior year | 7 | 70 | 27 | |||||||||
Gross decreases — tax positions in prior year | — | (8 | ) | (91 | ) | |||||||
Settlements | — | (137 | ) | (18 | ) | |||||||
Gross increases — tax positions in current year | 23 | 17 | 21 | |||||||||
Lapse of statute of limitations | 120 | (166 | ) | 62 | ||||||||
|
|
|
|
|
| |||||||
Ending balance | $ | 174 | $ | 24 | $ | 248 | ||||||
|
|
|
|
|
|
June 24, 2021 | June 25, 2020 | June 27, 2019 | ||||||||||
Beginning balance | $ | 203 | $ | 240 | $ | 207 | ||||||
Gross increases — tax positions in prior year | 49 | 16 | — | |||||||||
Gross decreases — tax positions in prior year | — | (24 | ) | (6 | ) | |||||||
Settlements | — | — | — | |||||||||
Gross increases — tax positions in current year | 110 | 60 | 39 | |||||||||
Lapse of statute of limitations | (36 | ) | (89 | ) | — | |||||||
Ending balance | $ | 326 | $ | 203 | $ | 240 | ||||||
June 29, 2017 | June 30, 2016 | June 25, 2015 | ||||||||||
Unrecognized tax benefits that would affect annual effective tax rate | $ | 136 | $ | 27 | $ | 261 |
June 24, 2021 | June 25, 2020 | June 27, 2019 | ||||||||||
Unrecognized tax benefits that would affect annual effective tax rate | $ | 311 | $ | 196 | $ | 217 |
There were certain changes in state tax laws during the period the impact of which was insignificant.
Operating Leases
We primarily lease certain office and material handling equipment pursuant to agreements accounted for as operating leases. Rent expense aggregated under these operating leases was as follows for the last three fiscal years:
Year ended June 29, 2017 | Year ended June 30, 2016 | Year ended June 25, 2015 | ||||||||||
Rent expense related to operating leases | $ | 1,880 | $ | 1,775 | $ | 1,545 | ||||||
|
|
|
|
|
|
Aggregatenon-cancelable lease commitments under these operating leases with initial or remaining terms greater than one year are as follows:
Fiscal year ending | ||||
June 28, 2018 | $ | 969 | ||
June 27, 2019 | 558 | |||
June 25, 2020 | 392 | |||
June 24, 2021 | 142 | |||
June 30, 2022 | 71 | |||
Thereafter | 6 | |||
|
| |||
$2,138 | ||||
|
|
52
We are subject to a class-action complaint for an employment related matter. Mediation for this matter occurred in June 2017, which for the first time we were provided with an initial monetary demand. In August 2017, we agreed in principle to a $1,200 settlement for which we are fully reserved at June 29, 2017. Thenon-monetary components of the settlement are still being finalized.
We determine the fair value of stock option awards using the Black-Scholes option-pricing model; however, there were no options granted in fiscal 2017, fiscal 2016 or fiscal 2015.
53
The following is a summary of stock option activity for the year ended June 29, 2017:
Shares | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Term in Years | Aggregate Intrinsic Value | |||||||||||||
Outstanding at June 30, 2016 | 9,500 | $ | 8.78 | |||||||||||||
Granted | — | — | ||||||||||||||
Exercised | (7,500 | ) | 8.40 | |||||||||||||
Forfeited | — | — | ||||||||||||||
|
| |||||||||||||||
Outstanding at June 29, 2017 | 2,000 | $ | 10.24 | 2.06 | $ | 105 | ||||||||||
|
|
|
| |||||||||||||
Exercisable at June 29, 2017 | 2,000 | $ | 10.24 | 2.06 | $ | 105 | ||||||||||
|
|
|
|
The following table summarizes the total intrinsic value of all options exercised and the total cash received from the exercise of options for the last three fiscal years:
Year ended June 29, 2017 | Year ended June 30, 2016 | Year ended June 25, 2015 | ||||||||||
Total intrinsic value of options exercised | $ | 374 | $ | 792 | $ | 781 | ||||||
Total cash received from exercise of options | $ | 63 | $ | 155 | $ | 643 |
All options were fully vested as of June 30, 2016. Exercise prices for options outstanding as of June 29, 2017 ranged from $8.71 to $14.73.
Restricted Stock Units | Shares | Weighted- Average Grant- Date Fair Value | ||||||
Outstanding at June 30, 2016 | 228,270 | $ | 32.33 | |||||
Granted | 45,213 | 61.33 | ||||||
Vested | (68,426 | ) | 27.91 | |||||
Forfeited | (3,199 | ) | 30.23 | |||||
|
|
|
| |||||
Outstanding at June 29, 2017 | 201,858 | $ | 40.36 | |||||
|
|
|
|
24, 2021:
Restricted Stock Units | Shares | Weighted- Average Grant-Date Fair Value | ||||||
Outstanding at June 25, 2020 | 166,879 | $ | 51.62 | |||||
Granted | 55,404 | 69.12 | ||||||
Vested (a) | (55,826 | ) | 48.46 | |||||
Forfeited | (6,611 | ) | 69.35 | |||||
Outstanding at June 24, 2021 | 159,846 | $ | 58.05 | |||||
(a) | The number of RSUs vested includes shares that were withheld on behalf of employees to satisfy statutory tax withholding requirements. |
Year ended June 29, 2017 | Year ended June 30, 2016 | Year ended June 25, 2015 | ||||||||||
Compensation cost charged to earnings | $ | 2,504 | $ | 2,489 | $ | 1,952 | ||||||
Income tax benefit recognized | 951 | 962 | 814 |
Year ended June 24, 2021 | Year ended June 25, 2020 | Year ended June 27, 2019 | ||||||||||
Compensation cost charged to earnings | $ | 2,908 | $ | 2,472 | $ | 2,644 | ||||||
Income tax benefit recognized | 727 | 618 | 661 |
54
Declaration Date | Record Date | Dividend Per Share | Total Amount | Payment Date | ||||||||
November 1, 2016 | November 30, 2016 | $ | 2.50 | $ | 28,314 | December 13, 2016 | ||||||
July 7, 2016 | July 21, 2016 | $ | 2.50 | $ | 28,150 | August 4, 2016 | ||||||
October 27, 2015 | December 2, 2015 | $ | 2.00 | $ | 22,486 | December 11, 2015 |
2020:
Declaration Date | Record Date | Dividend Per Share (a) | Total Amount | Payment Date | ||||||||
January 27, 2021 | February 26, 2021 | $ | 2.50 | $ | 28,778 | March 16, 2021 | ||||||
July 9, 2020 | August 7, 2020 | $ | 2.50 | $ | 28,685 | August 21, 2020 | ||||||
April 29, 2020 | May 27, 2020 | $ | 1.00 | $ | 11,472 | June 17, 2020 | ||||||
October 29, 2019 | November 26, 2019 | $ | 2.00 | $ | 22,947 | December 10, 2019 | ||||||
July 10, 2019 | August 6, 2019 | $ | 3.00 | $ | 34,321 | August 20, 2019 |
(a) | The dividends declared on July 10, 2019 and July 9, 2020 include both the annual and special dividend declared on such date. |
Year ended June 29, 2017 | Year ended June 30, 2016 | Year ended June 25, 2015 | ||||||||||
401(k) plan expense | $ | 1,664 | $ | 1,604 | $ | 1,550 |
During the first quarter of fiscal 2009, we recorded a long-term liability of $868 for the withdrawal from the multiemployer plan (“Route pension”) for thestep-van drivers that were employed for our store-door delivery system that was discontinued during fiscal 2008. Pursuant to terms of settlement with a labor union, we are making monthly payments of $8 (including interest) through April 2022.
The total Route pension liability was as follows for the last two fiscal years:
June 29, 2017 | June 30, 2016 | |||||||
Route pension liability | $ | 397 | $ | 466 |
Year ended June 24, 2021 | Year ended June 25, 2020 | Year ended June 27, 2019 | ||||||||||
401(k) plan expense | $ | 2,119 | $ | 2,116 | $ | 2,040 |
55
June 29, 2017 | June 30, 2016 | |||||||
Change in projected benefit obligation | ||||||||
Projected benefit obligation at beginning of year | $ | 22,791 | $ | 18,538 | ||||
Service cost | 631 | 491 | ||||||
Interest cost | 811 | 843 | ||||||
Actuarial (gain) loss | (1,938 | ) | 3,573 | |||||
Benefits paid | (654 | ) | (654 | ) | ||||
|
|
|
| |||||
Projected benefit obligation at end of year | $ | 21,641 | $ | 22,791 | ||||
|
|
|
|
June 24, 2021 | June 25, 2020 | |||||||
Change in projected benefit obligation | ||||||||
Projected benefit obligation at beginning of year | $ | 32,204 | $ | 25,382 | ||||
Service cost | 944 | 712 | ||||||
Interest cost | 858 | 892 | ||||||
Actuarial loss | 2,195 | 5,872 | ||||||
Benefits paid | (654 | ) | (654 | ) | ||||
Projected benefit obligation at end of year | $ | 35,547 | $ | 32,204 | ||||
June 29, 2017 | June 30, 2016 | June 25, 2015 | ||||||||||
Actuarial Loss | ||||||||||||
Change in assumed pay increases | $ | 124 | $ | 68 | $ | 342 | ||||||
Change in discount rate | (1,402 | ) | 3,509 | (801 | ) | |||||||
Change in mortality assumptions | (193 | ) | (132 | ) | 2,150 | |||||||
Change in bonus assumption | — | — | 1,191 | |||||||||
Other | (467 | ) | 128 | 257 | ||||||||
|
|
|
|
|
| |||||||
Actuarial (gain) loss | $ | (1,938 | ) | $ | 3,573 | $ | 3,139 | |||||
|
|
|
|
|
|
June 24, 2021 | June 25, 2020 | June 27, 2019 | ||||||||||
Actuarial Loss | ||||||||||||
Change in assumed pay increases | $ | 3,319 | $ | 2,352 | $ | 293 | ||||||
Change in discount rate | (1,134 | ) | 4,285 | 2,174 | ||||||||
Change in mortality assumptions | (329 | ) | (1,083 | ) | (69 | ) | ||||||
Other | 339 | 318 | 199 | |||||||||
Actuarial loss | $ | 2,195 | $ | 5,872 | $ | 2,597 | ||||||
June 29, 2017 | June 30, 2016 | June 25, 2015 | ||||||||||
Service cost | $ | 631 | $ | 491 | $ | 386 | ||||||
Interest cost | 811 | 843 | 642 | |||||||||
Recognized loss amortization | 365 | 50 | — | |||||||||
Prior service cost amortization | 957 | 957 | 957 | |||||||||
|
|
|
|
|
| |||||||
Net periodic pension cost | $ | 2,764 | $ | 2,341 | $ | 1,985 | ||||||
|
|
|
|
|
|
Significant assumptions
June 24, 2021 | June 25, 2020 | June 27, 2019 | ||||||||||
Service cost | $ | 944 | $ | 712 | $ | 610 | ||||||
Interest cost | 858 | 892 | 895 | |||||||||
Recognized loss amortization | 1,183 | 417 | 95 | |||||||||
Prior service cost amortization | 478 | 957 | 957 | |||||||||
Net periodic pension cost | $ | 3,463 | $ | 2,978 | $ | 2,557 | ||||||
future.
June 29, 2017 | June 30, 2016 | |||
Discount rate | 3.99% | 3.61% | ||
Rate of compensation increases | 4.50% | 4.50% | ||
Bonus payment | 60% - 85% of base, paid 4 of 5 years | 60% - 85% of base, paid 4 of 5 years |
June 24, 2021 | June 25, 2020 | |||
Discount rate | 2.89% | 2.69% | ||
Average rate of compensation increases | 3.38% | 3.38% | ||
Bonus payment | 45% - 110% of base, paid 4 of 5 years | 60% - 95% of base, paid 4 of 5 years |
56
June 29, 2017 | June 30, 2016 | June 25, 2015 | ||||
Discount rate | 3.61% | 4.63% | 4.37% | |||
Rate of compensation increases | 4.50% | 4.50% | 4.50% | |||
Mortality | RP-2014 white collar with MP- 2015 scale | RP-2014 white collar with MP- 2014 scale | IRS 2014 (Unisex) | |||
Bonus payment | 60% -85% of base, paid 4 of 5 years | 60% -85% of base, paid 4 of 5 years | 60% - 85% of base, paid 3 of 5 years |
June 24, 2021 | June 25, 2020 | June 27, 2019 | ||||
Discount rate | 2.69% | 3.56% | 4.14% | |||
Rate of compensation increases | 3.38% | 4.13% | 3.38% | |||
Mortality | Pri-2012 white collar with MP- 2019 scale | RP-2014 white collar with MP- 2018 scale | RP-2014 white collar with MP- 2017 scale | |||
Bonus payment | 60% - 95% of base, paid 4 of 5 years | 60% - 85% of base, paid 4 of 5 years | 60% - 85% of base, paid 4 of 5 years |
Fiscal year | ||||
2018 | $ | 647 | ||
2019 | 631 | |||
2020 | 612 | |||
2021 | 727 | |||
2022 | 699 | |||
2023 — 2027 | 4,635 |
Fiscal year | ||||
2022 | $ | 628 | ||
2023 | 762 | |||
2024 | 703 | |||
2025 | 1,420 | |||
2026 | 1,355 | |||
2027 — 2031 | 8,404 |
June 29, 2017 | June 30, 2016 | |||||||
Unrecognized net loss | $ | (3,624 | ) | $ | (5,926 | ) | ||
Unrecognized prior service cost | (3,349 | ) | (4,306 | ) | ||||
Tax effect | 2,569 | 3,807 | ||||||
|
|
|
| |||||
Net amount unrecognized | $ | (4,404 | ) | $ | (6,425 | ) | ||
|
|
|
|
We expect to recognize $957 of the prior service cost and $162 of net loss into net periodic pension expense during the fiscal year ending June 28, 2018.
June 24, 2021 | June 25, 2020 | |||||||
Unrecognized net loss | $ | (11,921 | ) | $ | (10,909 | ) | ||
Unrecognized prior service cost | — | (478 | ) | |||||
Tax effect | 2,896 | 2,757 | ||||||
Net amount unrecognized | $ | (9,025 | ) | $ | (8,630 | ) | ||
Changes to AOCL(a) | Year Ended June 29, 2017 | Year Ended June 30, 2016 | ||||||
Balance at beginning of period | $ | (6,425 | ) | $ | (4,834 | ) | ||
Other comprehensive income (loss) before reclassifications | 1,938 | (3,573 | ) | |||||
Amounts reclassified from accumulated other comprehensive loss | 1,322 | 1,007 | ||||||
Tax effect | (1,239 | ) | 975 | |||||
|
|
|
| |||||
Net current-period other comprehensive income (loss) | 2,021 | (1,591 | ) | |||||
|
|
|
| |||||
Balance at end of period | $ | (4,404 | ) | $ | (6,425 | ) | ||
|
|
|
|
Changes to AOCL (a) | Year Ended June 24, 2021 | Year Ended June 25, 2020 | ||||||
Balance at beginning of period | $ | (8,630 | ) | $ | (4,325 | ) | ||
Other comprehensive loss before reclassifications | (2,195 | ) | (5,872 | ) | ||||
Amounts reclassified from accumulated other comprehensive loss | 1,661 | 1,374 | ||||||
Tax effect | 139 | 1,169 | ||||||
Net current-period other comprehensive loss | (395 | ) | (3,329 | ) | ||||
Impact of adopting ASU 2018-02 | — | (976 | ) | |||||
Balance at end of period | $ | (9,025 | ) | $ | (8,630 | ) | ||
(a) | Amounts in parenthesis indicate debits/expense. |
57
Reclassifications from AOCL to earnings(b) | Year Ended June 29, 2017 | Year Ended June 30, 2016 | Affected line item in the Consolidated Statements of Comprehensive Income | |||||||||
Amortization of defined benefit pension items: | ||||||||||||
Unrecognized prior service cost | $ | (957 | ) | $ | (957 | ) | Administrative expenses | |||||
Unrecognized net loss | (365 | ) | (50 | ) | Administrative expenses | |||||||
|
|
|
| |||||||||
Total before tax | (1,322 | ) | (1,007 | ) | ||||||||
Tax effect | 502 | 383 | Income tax expense | |||||||||
|
|
|
| |||||||||
Amortization of defined pension items, net of tax | $ | (820 | ) | $ | (624 | ) | ||||||
|
|
|
|
Reclassifications from AOCL to earnings (b) | Year Ended June 24, 2021 | Year Ended June 25, 2020 | Affected line item in the Consolidated Statements of Comprehensive Income | |||||||||
Amortization of defined benefit pension items: | ||||||||||||
Unrecognized prior service cost | $ | (478 | ) | $ | (957 | ) | Other expense | |||||
Unrecognized net loss | (1,183 | ) | (417 | ) | Other expense | |||||||
Total before tax | (1,661 | ) | (1,374 | ) | ||||||||
Tax effect | 432 | 358 | Income tax expense | |||||||||
Amortization of defined pension items, net of tax | $ | (1,229 | ) | $ | (1,016 | ) | ||||||
(b) | Amounts in parenthesis indicate debits to expense. See Note |
In addition to the related party transactions described in Note 5, we also purchased materials from a company that was formerly owned by three members of our Board of Directors, two of whom are also executive officers, and individuals directly related to them during the fiscal years listed below. Purchases from this related party aggregated to the following for the years ending:
Year ended June 29, 2017 | Year ended June 30, 2016 | Year ended June 25, 2015 | ||||||||||
Purchases from related party | $ | 8,043 | $ | 7,138 | $ | 10,969 | ||||||
|
|
|
|
|
|
Accounts payable to this related entity aggregated to the following for the fiscal years ending:
June 29, 2017 | $ | 178 | ||
June 30, 2016 | 113 |
NOTE 1516 — PRODUCT TYPE SALES MIX
Product Type | June 29, 2017 | June 30, 2016 | June 25, 2015 | |||||||||
Peanuts | 15.7 | % | 13.9 | % | 13.7 | % | ||||||
Pecans | 16.2 | 13.1 | 12.7 | |||||||||
Cashews & Mixed Nuts | 24.3 | 23.3 | 22.0 | |||||||||
Walnuts | 8.4 | 9.4 | 11.0 | |||||||||
Almonds | 16.3 | 23.0 | 23.4 | |||||||||
Trail & Snack Mixes | 13.9 | 12.4 | 12.0 | |||||||||
Other | 5.2 | 4.9 | 5.2 | |||||||||
|
|
|
|
|
| |||||||
100.0 | % | 100.0 | % | 100.0 | % | |||||||
|
|
|
|
|
|
58
Product Type | June 24, 2021 | June 25, 2020 | June 27, 2019 | |||||||||
Peanuts | 19.3 | % | 18.2 | % | 18.0 | % | ||||||
Pecans | 10.0 | 10.3 | 12.9 | |||||||||
Cashews & Mixed Nuts | 23.3 | 23.2 | 23.0 | |||||||||
Walnuts | 6.2 | 7.2 | 8.9 | |||||||||
Almonds | 10.8 | 14.7 | 14.4 | |||||||||
Trail & Snack Mixes | 24.7 | 21.1 | 17.3 | |||||||||
Other | 5.7 | 5.3 | 5.5 | |||||||||
100.0 | % | 100.0 | % | 100.0 | % | |||||||
Description | Balance at Beginning of Period | Additions | Deductions | Balance at End of Period | ||||||||||||
June 29, 2017 | ||||||||||||||||
Allowance for doubtful accounts | $ | 397 | $ | 58 | $ | (192 | ) | $ | 263 | |||||||
Reserve for cash discounts | 975 | 12,274 | (12,399 | ) | 850 | |||||||||||
Reserve for customer deductions | 2,918 | 16,116 | (16,055 | ) | 2,979 | |||||||||||
Deferred tax asset valuation allowance | 171 | — | — | 171 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total | $ | 4,461 | $ | 28,448 | $ | (28,646 | ) | $ | 4,263 | |||||||
|
|
|
|
|
|
|
| |||||||||
June 30, 2016 | ||||||||||||||||
Allowance for doubtful accounts | $ | 235 | $ | 199 | $ | (37 | ) | $ | 397 | |||||||
Reserve for cash discounts | 800 | 12,928 | (12,753 | ) | 975 | |||||||||||
Reserve for customer deductions | 1,931 | 15,351 | (14,364 | ) | 2,918 | |||||||||||
Deferred tax asset valuation allowance | 175 | — | (4 | ) | 171 | |||||||||||
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Total | $ | 3,141 | $ | 28,478 | $ | (27,158 | ) | $ | 4,461 | |||||||
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June 25, 2015 | ||||||||||||||||
Allowance for doubtful accounts | $ | 209 | $ | 36 | $ | (10 | ) | $ | 235 | |||||||
Reserve for cash discounts | 650 | 12,341 | (12,191 | ) | 800 | |||||||||||
Reserve for customer deductions | 2,351 | 9,541 | (9,961 | ) | 1,931 | |||||||||||
Deferred tax asset valuation allowance | 175 | — | — | 175 | ||||||||||||
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Total | $ | 3,385 | $ | 21,918 | $ | (22,162 | ) | $ | 3,141 | |||||||
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Description | Balance at Beginning of Period | Additions | Deductions | Balance at End of Period | ||||||||||||
June 24, 2021 | ||||||||||||||||
Allowance for doubtful accounts | $ | 391 | $ | 203 | $ | (303 | ) | $ | 291 | |||||||
Reserve for cash discounts | 975 | 15,548 | (15,473 | ) | 1,050 | |||||||||||
Reserve for customer deductions | 5,477 | 28,516 | (27,376 | ) | 6,617 | |||||||||||
Total | $ | 6,843 | $ | 44,267 | $ | (43,152 | ) | $ | 7,958 | |||||||
June 25, 2020 | ||||||||||||||||
Allowance for doubtful accounts | $ | 350 | $ | 209 | $ | (168 | ) | $ | 391 | |||||||
Reserve for cash discounts | 925 | 15,650 | (15,600 | ) | 975 | |||||||||||
Reserve for customer deductions | 4,757 | 27,036 | (26,316 | ) | 5,477 | |||||||||||
Total | $ | 6,032 | $ | 42,895 | $ | (42,084 | ) | $ | 6,843 | |||||||
June 27, 2019 | ||||||||||||||||
Allowance for doubtful accounts | $ | 270 | $ | 150 | $ | (70 | ) | $ | 350 | |||||||
Reserve for cash discounts | 950 | 14,721 | (14,746 | ) | 925 | |||||||||||
Reserve for customer deductions | 5,038 | 24,581 | (24,862 | ) | 4,757 | |||||||||||
Deferred tax asset valuation allowance | 112 | — | (112 | ) | — | |||||||||||
Total | $ | 6,370 | $ | 39,452 | $ | (39,790 | ) | $ | 6,032 | |||||||
First Quarter | Second Quarter | Third Quarter | Fourth Quarter | |||||||||||||
Year Ended June 29, 2017: | ||||||||||||||||
Net sales | $ | 222,293 | $ | 249,375 | $ | 173,376 | $ | 201,591 | ||||||||
Gross profit | 36,475 | 43,389 | 28,426 | 33,633 | ||||||||||||
Income from operations | 16,556 | 19,742 | 10,430 | 11,616 | ||||||||||||
Net income | 10,180 | 12,885 | 6,336 | 6,724 | ||||||||||||
Basic earnings per common share | $ | 0.90 | $ | 1.14 | $ | 0.56 | $ | 0.59 | ||||||||
Diluted earnings per common share | $ | 0.89 | $ | 1.13 | $ | 0.55 | $ | 0.59 | ||||||||
Cash dividends declared per common share | $ | 2.50 | $ | 2.50 | $ | — | $ | — |
First Quarter | Second Quarter | Third Quarter | Fourth Quarter* | |||||||||||||
Year Ended June 30, 2016: | ||||||||||||||||
Net sales | $ | 225,777 | $ | 279,002 | $ | 215,742 | $ | 231,538 | ||||||||
Gross profit | 33,205 | 45,011 | 25,588 | 33,664 | ||||||||||||
Income from operations | 13,745 | 19,692 | 5,469 | 12,406 | ||||||||||||
Net income | 7,990 | 12,050 | 3,078 | 7,277 | ||||||||||||
Basic earnings per common share | $ | 0.71 | $ | 1.07 | $ | 0.27 | $ | 0.65 | ||||||||
Diluted earnings per common share | $ | 0.71 | $ | 1.07 | $ | 0.27 | $ | 0.64 | ||||||||
Cash dividends declared per common share | $ | — | $ | 2.00 | $ | — | $ | — |
First Quarter | Second Quarter | Third Quarter | Fourth Quarter | |||||||||||||
Year Ended June 24, 2021: | ||||||||||||||||
Net sales | $ | 210,273 | $ | 233,575 | $ | 207,892 | $ | 206,742 | ||||||||
Gross profit | 39,332 | 52,795 | 46,046 | 46,814 | ||||||||||||
Income from operations | 18,873 | 27,796 | 21,097 | 17,412 | ||||||||||||
Net income | 12,812 | 19,885 | 14,701 | 12,343 | ||||||||||||
Basic earnings per common share | $ | 1.12 | $ | 1.73 | $ | 1.28 | $ | 1.07 | ||||||||
Diluted earnings per common share | $ | 1.11 | $ | 1.72 | $ | 1.27 | $ | 1.07 | ||||||||
Cash dividends declared per common share | $ | 2.50 | $ | 0 | $ | 2.50 | $ | 0 |
First Quarter | Second Quarter | Third Quarter | Fourth Quarter | |||||||||||||
Year Ended June 25, 2020: | ||||||||||||||||
Net sales | $ | 217,846 | $ | 246,423 | $ | 211,624 | $ | 204,199 | * | |||||||
Gross profit | 42,248 | 49,980 | 42,805 | 40,742 | ||||||||||||
Income from operations | 19,062 | 24,466 | 19,397 | 15,622 | ||||||||||||
Net income | 12,926 | 17,461 | 13,466 | 10,257 | ||||||||||||
Basic earnings per common share | $ | 1.13 | $ | 1.52 | $ | 1.17 | $ | 0.89 | ||||||||
Diluted earnings per common share | $ | 1.12 | $ | 1.52 | $ | 1.17 | $ | 0.89 | ||||||||
Cash dividends declared per common share | $ | 3.00 | $ | 2.00 | $ | 0 | $ | 1.00 |
* | The COVID-19 pandemic. |
59
EVENT
On July 11, 2017,8, 2021, our Board of Directors declared a special cash dividend of $2.00$2.30 per share and a regular annual cash dividend of $0.50$0.70 per share on all issued and outstanding shares of Common Stock and Class A Stock of the Company (the “July 2017“August 2021 Dividends”). The July 2017August 2021 Dividends of approximately $28,370 werewill be paid on August 15, 201725, 2021 to stockholders of record as of the close of business on August 2, 2017.
60
10, 2021.
24, 2021.
61
27, 2019
25, 2020
27, 2019
27, 2019 Notes to Consolidated Financial Statements
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None
63
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
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Exhibit No. | Description | |||||
3.1 | Restated Certificate of Incorporation of the Company | (incorporated by reference from Exhibit 3.1 to theForm 10-Q for the quarter ended March 24, | ||||
3.2 | Amended and Restated Bylaws of the Company | (incorporated by reference from Exhibit 3.2 to theForm 10-K for the fiscal year ended June 25, | ||||
4.1 | ||||||
* | ||||||
Amended and Restated John B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement Number Two among Michael J. Valentine, as trustee of the Valentine Life Insurance Trust, Mathias Valentine, Mary Valentine and the Company, dated December 31, 2003 | (incorporated by reference from Exhibit 10.35 to theForm 10-Q for the quarter ended December 25, | |||||
* | Amendment, dated February 12, 2004, to Amended and Restated John B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement Number Two among Michael J. Valentine, as trustee of the Valentine Life Insurance Trust, Mathias Valentine, Mary Valentine and the Company, dated December 31, 2003 | (incorporated by reference from Exhibit 10.47 to theForm 10-Q for the quarter ended March 25, | ||||
* | Restated Supplemental Retirement Plan | (incorporated by reference from Exhibit 10.16 to theForm 10-K for the fiscal year ended June 28, | ||||
* | ||||||
Form of Indemnification Agreement | (incorporated by reference from Exhibit 10.01 to theForm 8-K filed on May 5, | |||||
* | 2014 Omnibus Incentive Plan | (incorporated by reference from Exhibit 4.1 to the Registration Statement onForm S-8 filed on October 28, |
Exhibit No. | Description | |||||
*10.6 | Amendment No. 1 to the 2014 Omnibus Incentive Plan | (incorporated by reference from Exhibit 10.12 to theForm 10-K for the year ended June 30, | ||||
* | Form ofNon-Employee Director Restricted Stock Unit Award Agreement(non-deferral) under 2014 Omnibus Plan (fiscal | (incorporated by reference from Exhibit 10.38 to theForm 10-Q for the quarter ended December 24, |
65
*10.8 |
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Form ofNon-Employee Director Restricted Stock Unit Award Agreement (deferral) under 2014 Omnibus Plan (fiscal | (incorporated by reference from Exhibit 10.39 to theForm 10-Q for the quarter ended December 24, | ||||||
* | Form of Employee Restricted Stock Unit Award Agreement under 2014 Omnibus Plan (fiscal | (incorporated by reference from Exhibit | |||||
* | Form of Employee Restricted Stock Unit Award Agreement under 2014 Omnibus Plan (fiscal | (incorporated by reference from Exhibit | |||||
* | |||||||
Amended and Restated Sanfilippo Value Added Plan, dated August 20, 2015 | (incorporated by reference from Exhibit 10.11 to theForm 10-K for the year ended June 25, | ||||||
10.12 | |||||||
66
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(incorporated by reference from Exhibit | ||||
*10.13 | Registrant, dated December 31, 2003 (incorporated by reference from Exhibit |
Exhibit No. | Description | |||
*10.14 | Amendment, dated February 12, 2004, to Amended and Restated John B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement Number One among John E. Sanfilippo, as trustee of the Jasper and Marian Sanfilippo Irrevocable Trust, dated September 23, 1990, Jasper B. Sanfilippo, Marian R. Sanfilippo and Registrant, dated December 31, 2003 (incorporated by reference from Exhibit 10.46 to the Form 10-Q for the quarter ended March 25, 2004) | |||
14 | Code of Ethics, as amended | (incorporated by reference from Exhibit 14 to the Form 10-K for the fiscal year ended June 25, | ||
21 | Subsidiaries of the Company | |||
23 | Consent of PricewaterhouseCoopers LLP | |||
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 | |||
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 | ||||
101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||
104 |
* | Indicates a management contract or compensatory plan or arrangement. |
67
JOHN B. SANFILIPPO & SON, INC. | ||||||
Date: August 18, 2021 | By: | /s/ Jeffrey T. Sanfilippo | ||||
Jeffrey T. Sanfilippo | ||||||
Chief Executive Officer |
Name | Title | Date | ||
/s/ Jeffrey T. Sanfilippo Jeffrey T. Sanfilippo | Chief Executive Officer and Director (Principal Executive Officer) | August 18, 2021 | ||
/s/ Michael J. Valentine Michael J. Valentine | Chief Financial Officer, Group President, Secretary and Director (Principal Financial Officer) | August 18, 2021 | ||
/s/ Frank S. Pellegrino Frank S. Pellegrino | Executive Vice President, Finance and Administration and Treasurer (Principal Accounting Officer) | August 18, 2021 | ||
/s/ Mathias A. Valentine Mathias A. Valentine | Director | August 18, 2021 | ||
/s/ Jim R. Edgar Jim R. Edgar | Director | August 18, 2021 | ||
/s/ Pamela Forbes Lieberman Pamela Forbes Lieberman | Director | August 18, 2021 | ||
/s/ Jasper B. Sanfilippo, Jr. Jasper B. Sanfilippo, Jr. | Director | August 18, 2021 | ||
/s/ Ellen C. Taaffe Ellen C. Taaffe | Director | August 18, 2021 | ||
/s/ James J. Sanfilippo James J. Sanfilippo | Director | August 18, 2021 | ||
/s/ John E. Sanfilippo John E. Sanfilippo | Director | August 18, 2021 | ||
/s/ Lisa A. Sanfilippo Lisa A. Sanfilippo | Director | August 18, 2021 |