SANFILIPPO JOHN B & SON INC - FORM 10-Q

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EX-32.2 - EX-32.2 - SANFILIPPO JOHN B & SON INC	d874511dex322.htm
EX-32.1 - EX-32.1 - SANFILIPPO JOHN B & SON INC	d874511dex321.htm
EX-31.2 - EX-31.2 - SANFILIPPO JOHN B & SON INC	d874511dex312.htm
EX-31.1 - EX-31.1 - SANFILIPPO JOHN B & SON INC	d874511dex311.htm
EX-10.29 - EX-10.29 - SANFILIPPO JOHN B & SON INC	d874511dex1029.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

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

For the quarterly period ended December 26, 2019

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

Commission File Number 0-19681

JOHN B. SANFILIPPO & SON, INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware		36-2419677
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

1703 North Randall Road Elgin, Illinois		60123-7820
(Address of Principal Executive Offices)		(Zip Code)

(847) 289-1800

(Registrant’s Telephone Number, Including Area Code)

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

Title of Each Class

Trading

Symbol

Name of Each Exchange

on Which Registered

Common Stock, $.01 par value per share

JBSS

The NASDAQ Stock Market LLC (NASDAQ Global Select Market)

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

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

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

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

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

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

As of January 23, 2020, 8,821,490 shares of the Registrant’s Common Stock, $0.01 par value per share and 2,597,426 shares of the Registrant’s Class A Common Stock, $0.01 par value per share, were outstanding.

JOHN B. SANFILIPPO & SON, INC.

FORM 10-Q

FOR THE QUARTER ENDED DECEMBER 26, 2019

INDEX


	Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Statements of Comprehensive Income for the Quarter and Twenty-Six Weeks Ended December 26, 2019 and December 27, 2018		3
Consolidated Balance Sheets as of December 26, 2019, June 27, 2019 and December 27, 2018		4
Consolidated Statements of Stockholders’ Equity for the Quarter and Twenty-Six Weeks Ended December 26, 2019 and December 27, 2018		6
Consolidated Statements of Cash Flows for the Twenty-Six Weeks Ended December 26, 2019 and December 27, 2018		7
Notes to Consolidated Financial Statements		8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
Item 3. Quantitative and Qualitative Disclosures About Market Risk		29
Item 4. Controls and Procedures		29
PART II. OTHER INFORMATION
Item 1. Legal Proceedings		29
Item 1A. Risk Factors		29
Item 6. Exhibits		29
SIGNATURE		35

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

JOHN B. SANFILIPPO & SON, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

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


	For the Quarter Ended						For the Twenty-six Weeks Ended
	December 26, 2019			December 27, 2018			December 26, 2019			December 27, 2018
Net sales	$	246,423		$	253,317		$	464,269		$	457,605
Cost of sales		196,443			210,434			372,041			381,768

Gross profit		49,980			42,883			92,228			75,837

Operating expenses:
Selling expenses		16,103			18,189			30,215			32,260
Administrative expenses		9,411			8,054			18,485			16,885

Total operating expenses		25,514			26,243			48,700			49,145

Income from operations		24,466			16,640			43,528			26,692

Other expense:
Interest expense including $232, $293, $479 and $602 to related parties		435			798			956			1,677
Rental and miscellaneous expense, net		274			278			678			567
Other expense		567			486			1,133			973

Total other expense, net		1,276			1,562			2,767			3,217

Income before income taxes		23,190			15,078			40,761			23,475
Income tax expense		5,729			3,814			10,374			5,605

Net income	$	17,461		$	11,264		$	30,387		$	17,870
Other comprehensive income:
Amortization of prior service cost and actuarial loss included in net periodic pension cost		344			263			687			526
Income tax expense related to pension adjustments		(86	)		(66	)		(172	)		(132	)

Other comprehensive income, net of tax		258			197			515			394

Comprehensive income	$	17,719		$	11,461		$	30,902		$	18,264

Net income per common share-basic	$	1.52		$	0.99		$	2.65		$	1.57

Net income per common share-diluted	$	1.52		$	0.98		$	2.64		$	1.56

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

JOHN B. SANFILIPPO & SON, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

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


	December 26, 2019		June 27, 2019		December 27, 2018
ASSETS
CURRENT ASSETS:
Cash	$	1,393	$	1,591	$	2,583
Accounts receivable, less allowance for doubtful accounts of $425, $350 and $342		52,653		60,971		62,580
Inventories		172,340		157,024		171,708
Prepaid expenses and other current assets		5,992		5,754		6,943

TOTAL CURRENT ASSETS		232,378		225,340		243,814

PROPERTY, PLANT AND EQUIPMENT:
Land		9,285		9,285		9,285
Buildings		109,671		109,955		109,380
Machinery and equipment		212,532		210,962		206,663
Furniture and leasehold improvements		5,160		5,128		5,039
Vehicles		682		673		641
Construction in progress		3,817		1,127		2,563

		341,147		337,130		333,571
Less: Accumulated depreciation		233,825		228,778		222,976

		107,322		108,352		110,595
Rental investment property, less accumulated depreciation of $11,615, $11,212 and $10,827		17,508		17,831		18,066

TOTAL PROPERTY, PLANT AND EQUIPMENT		124,830		126,183		128,661

Intangible assets, net		13,282		14,626		15,970
Cash surrender value of officers’ life insurance and other assets		9,124		9,782		8,743
Deferred income taxes		5,616		5,723		4,591
Goodwill		9,650		9,650		9,650
Operating lease right-of-use assets		4,823		—		—

TOTAL ASSETS	$	399,703	$	391,304	$	411,429

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

JOHN B. SANFILIPPO & SON, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

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


	December 26, 2019			June 27, 2019			December 27, 2018
LIABILITIES & STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Revolving credit facility borrowings	$	13,495		$	—		$	24,541
Current maturities of long-term debt, including related party debt of $565, $4,375 and $4,359 and net of unamortized debt issuance costs of $30, $35 and $40		7,110			7,338			7,254
Accounts payable		70,979			42,552			69,732
Bank overdraft		1,349			901			3,887
Accrued payroll and related benefits		13,429			22,101			10,293
Other accrued expenses		11,374			11,014			9,808

TOTAL CURRENT LIABILITIES		117,736			83,906			125,515

LONG-TERM LIABILITIES:
Long-term debt, less current maturities, including related party debt of $9,244, $11,495 and $13,323 and net of unamortized debt issuance costs of $30, $44 and $60		16,597			20,381			23,707
Retirement plan		25,212			24,737			21,713
Long-term operating lease liabilities, net of current portion		3,456			—			—
Other		7,786			7,725			7,121

TOTAL LONG-TERM LIABILITIES		53,051			52,843			52,541

TOTAL LIABILITIES		170,787			136,749			178,056

COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY:
Class A Common Stock, convertible to Common Stock on a per share basis, cumulative voting rights of ten votes per share, $.01 par value; 10,000,000 shares authorized, 2,597,426 shares issued and outstanding		26			26			26
Common Stock, non-cumulative voting rights of one vote per share, $.01 par value; 17,000,000 shares authorized, 8,937,236, 8,909,406 and 8,898,827 shares issued		89			89			89
Capital in excess of par value		122,984			122,257			121,133
Retained earnings		111,807			137,712			116,116
Accumulated other comprehensive loss		(4,786	)		(4,325	)		(2,787	)
Treasury stock, at cost; 117,900 shares of Common Stock		(1,204	)		(1,204	)		(1,204	)

TOTAL STOCKHOLDERS’ EQUITY		228,916			254,555			233,373

TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	399,703		$	391,304		$	411,429

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

JOHN B. SANFILIPPO & SON, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

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


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

Balance, December 26, 2019		2,597,426	$	26		8,937,236	$	89	$	122,984		$	111,807		$	(4,786	)	$	(1,204	)	$	228,916


	Class A Common Stock				Common Stock				Capital in Excess of Par Value			Retained Earnings			Accumulated Other Comprehensive Loss			Treasury Stock
	Shares		Amount		Shares		Amount		Capital in Excess of Par Value			Retained Earnings			Accumulated Other Comprehensive Loss			Treasury Stock			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													6,606									6,606
Cash dividends ($2.55 per share)													(29,074	)								(29,074	)
Pension liability amortization, net of income tax expense of $66																197						197
Stock-based compensation expense										616												616
Balance, September 27, 2018		2,597,426	$	26		8,865,475	$	89	$	120,568		$	104,852		$	(2,984	)	$	(1,204	)	$	221,347
Net income													11,264									11,264
Pension liability amortization, net of income tax expense of $66																197						197
Equity award exercises , net of shares withheld for employee taxes						33,352		—		(335	)											(335	)
Stock-based compensation expense										900												900

Balance, December 27, 2018		2,597,426	$	26		8,898,827	$	89	$	121,133		$	116,116		$	(2,787	)	$	(1,204	)	$	233,373

^(a)	See Note 15 – “Recent Accounting Pronouncements” for additional information.

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

JOHN B. SANFILIPPO & SON, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)


	For the Twenty-six Weeks Ended
	December 26, 2019			December 27, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	30,387		$	17,870
Depreciation and amortization		9,225			8,535
(Gain) loss on disposition of assets, net		(33	)		57
Deferred income tax expense		107			433
Stock-based compensation expense		1,488			1,516
Change in assets and liabilities:
Accounts receivable, net		8,316			3,041
Inventories		(15,316	)		2,654
Prepaid expenses and other current assets		(345	)		(1,659	)
Accounts payable		28,486			9,655
Accrued expenses		(8,964	)		2,833
Income taxes payable		(640	)		2,285
Other long-term assets and liabilities		582			261
Other, net		992			885

Net cash provided by operating activities		54,285			48,366

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(6,465	)		(9,367	)
Proceeds from insurance recoveries		232			—
Other		85			44

Net cash used in investing activities		(6,148	)		(9,323	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net short-term borrowings (repayments)		13,495			(6,737	)
Debt issue costs		(218	)		—
Principal payments on long-term debt		(4,031	)		(3,588	)
Increase in bank overdraft		448			1,825
Dividends paid		(57,268	)		(29,074	)
Taxes paid related to net share settlement of equity awards		(761	)		(335	)

Net cash used in financing activities		(48,335	)		(37,909	)

NET (DECREASE) INCREASE IN CASH		(198	)		1,134
Cash, beginning of period		1,591			1,449

Cash, end of period	$	1,393		$	2,583

Supplemental disclosure of non-cash activities:
Right-of-use assets recognized at ASU No. 2016-02 transition, see Note 3	$	5,361		$	—

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

JOHN B. SANFILIPPO & SON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

Note 1 – Basis of Presentation and Description of Business

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

•

References herein to fiscal 2020 and fiscal 2019 are to the fiscal year ending June 25, 2020 and the fiscal year ended June 27, 2019, respectively.

•

References herein to the second quarter of fiscal 2020 and fiscal 2019 are to the quarters ended December 26, 2019 and December 27, 2018, respectively.

•

References herein to the first half or first twenty-six weeks of fiscal 2020 and fiscal 2019 are to the twenty-six weeks ended December 26, 2019 and December 27, 2018, respectively.

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

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

The interim results of operations are not necessarily indicative of the results to be expected for a full year. The balance sheet data as of June 27, 2019 was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). Accordingly, these unaudited financial statements and related notes should be read in conjunction with the audited consolidated financial statements and notes thereto included in our 2019 Annual Report on Form 10-K for the fiscal year ended June 27, 2019.

Note 2 – Revenue Recognition

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

When Performance Obligations Are Satisfied

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

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

Revenue recognition is generally completed at a point in time when product control is transferred to the customer. For approximately 99% of our revenues, control transfers to the customer when the product is shipped or delivered to the customer based upon applicable shipping terms, as the customer can then direct the use and obtain substantially all of the remaining benefits from the asset at that point in time. Therefore, for 99% of our revenues, the timing of revenue recognition requires little judgment.

Variable Consideration

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

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

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

Contract Balances

Contract assets or liabilities result from transactions with revenue recorded over time. If the measure of remaining rights exceeds the measure of the remaining performance obligations the Company records a contract asset. Conversely, if the measure of the remaining performance obligations exceeds the measure of the remaining rights, the Company records a contract liability. There was no contract asset balance at December 26, 2019. Contract asset balances at June 27, 2019 and December 27, 2018 were $117 and $65, respectively, and are recorded in the caption “Prepaid expenses and other current assets” on the Consolidated Balance Sheets. The Company generally does not have material deferred revenue or contract liability balances arising from transactions with customers.

Disaggregation of Revenue

Revenue disaggregated by sales channel is as follows:


	For the Quarter Ended				For the Twenty-six Weeks Ended
Distribution Channel	December 26, 2019		December 27, 2018		December 26, 2019		December 27, 2018
Consumer	$	188,086	$	195,478	$	345,232	$	334,922
Commercial Ingredients		34,247		31,454		71,135		68,656
Contract Packaging		24,090		26,385		47,902		54,027

Total	$	246,423	$	253,317	$	464,269	$	457,605

Note 3 – Leases

On June 28, 2019 we adopted ASU No. 2016-02, Leases (“Topic 842”) using the alternative transition method under ASU No. 2018-11, which permitted application of the new guidance at the beginning of the period of adoption, with comparative periods continuing to be reported under the previous lease accounting guidance in Topic 840. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to carry forward the historical lease classification. We did not elect the practical expedients regarding hindsight or land easements. See Note 15 – “Recent Accounting Pronouncements” for additional information.

Upon adoption of the new standard, we recognized operating lease right-of-use assets and liabilities on our Consolidated Balance Sheet of $5,361 and $5,320 respectively. We utilized a portfolio approach to establish discount rates for leases that are similar. Discount rates ranging from 4.2% to 5.8% were used when determining the present value of future lease payments. All of our lessee arrangements that were classified as operating leases under Topic 840 continue to be classified as operating leases since the adoption of Topic 842, and the pattern of lease expense recognition is unchanged. The adoption of Topic 842 did not materially impact our consolidated net earnings and had no impact on cash flows.

Description of Leases

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

We determine if an arrangement is a lease at inception and analyze the lease to determine if it is operating or finance. Operating lease right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental collateralized borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Implicit rates are used when readily determinable. None of our leases currently contain options to extend the term. In the event of an option to extend the term of a lease, the lease term used in measuring the liability would include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the respective lease term. Our leases have remaining terms of up to 5.4 years.

Topic 842 allows for the election as an accounting policy to not apply lease recognition requirements to short term leases, defined as leases with an initial term of 12 months or less. We have elected to use this policy, and as such, leases with an initial term of 12 months or less are not recorded in the Consolidated Balance Sheet. We have also made the policy election to not separate lease and non-lease components for all leases.

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


	December 26, 2019		Affected Line Item in Consolidated Balance Sheet
Assets
Operating lease right-of-use assets	$	4,823	Operating lease right-of-use assets

Total lease right-of-use assets	$	4,823

Liabilities
Current:
Operating leases	$	1,354	Other accrued expenses
Noncurrent:
Operating leases		3,456	Long-term operating lease liabilities

Total lease liabilities	$	4,810

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


	For the Quarter ended December 26, 2019		For the Twenty-six weeks ended December 26, 2019
Operating lease costs ^(a)	$	460	$	834
Variable lease costs ^(b)		15		31

Total Lease Cost	$	475	$	865

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

^(b)	Variable lease costs consist of sales tax.

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


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

	December 26, 2019
Weighted Average Remaining Lease Term (in years)		3.8
Weighted Average Discount Rate		4.5	%

Maturities of operating lease liabilities as of December 26, 2019 are as follows:


Fiscal year ending
June 25, 2020 (excluding the twenty-six weeks ended December 26, 2019)	$	792
June 24, 2021		1,439
June 30, 2022		1,316
June 29, 2023		1,065
June 27, 2024		469
Thereafter		132

Total lease payment		5,213
Less imputed interest		(403	)

Present value of operating lease liabilities	$	4,810

As of December 26, 2019 the Company has additional operating leases totaling $164 that have not yet commenced and therefore are not reflected in the Consolidated Balance Sheet and tables above. These leases will commence in the third quarter of fiscal 2020 with initial lease terms ranging from 3 to 5 years.

Disclosures related to periods prior to adoption

As the Company has not recast prior year information for its adoption of Topic 842, the following presents its future minimum lease payments for operating leases under Topic 840 on June 27, 2019:


Fiscal year ending
June 25, 2020	$	1,715
June 24, 2021		1,540
June 30, 2022		1,392
June 29, 2023		1,109
June 27, 2024		464
Thereafter		133

	$	6,353

Lessor Accounting

We lease office space in our four-story office building located in Elgin, Illinois. As a lessor, we retain substantially all of the risks and benefits of ownership of the investment property and under Topic 842 we continue to account for all of our leases as operating leases. Lease agreements may include options to renew. We accrue fixed lease income on a straight-line basis over the terms of the leases. There is generally an immaterial amount of variable lease consideration and an immaterial amount of non-lease components such as recurring utility and storage fees. Leases between related parties are immaterial.

Leasing revenue is as follows:


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

The future minimum, undiscounted cash flows under non-cancelable tenant operating leases for each of the next five years and thereafter is presented below and is materially consistent with our previous accounting under Topic 840.


Fiscal year ending
June 25, 2020 (excluding the twenty-six weeks ended December 26, 2019)	$	1,082
June 24, 2021		1,948
June 30, 2022		1,707
June 29, 2023		1,737
June 27, 2024		1,766
Thereafter		2,512

	$	10,752

Note 4 – Inventories

Inventories consist of the following:


	December 26, 2019		June 27, 2019		December 27, 2018
Raw material and supplies	$	81,135	$	58,927	$	87,717
Work-in-process and finished goods		91,205		98,097		83,991

Total	$	172,340	$	157,024	$	171,708

Note 5 – Goodwill and Intangible Assets

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


	December 26, 2019			June 27, 2019			December 27, 2018
Customer relationships	$	21,100		$	21,100		$	21,100
Brand names		16,990			16,990			16,990
Non-compete agreement		270			270			270

		38,360			38,360			38,360
Less accumulated amortization:
Customer relationships		(15,438	)		(14,466	)		(13,494	)
Brand names		(9,527	)		(9,182	)		(8,838	)
Non-compete agreement		(113	)		(86	)		(58	)

		(25,078	)		(23,734	)		(22,390	)

Net intangible assets	$	13,282		$	14,626		$	15,970

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

Total amortization expense related to intangible assets, which is a component of Administrative expense, was $672 and $1,344 for the quarter and twenty-six weeks ended December 26, 2019, respectively. Amortization expense for the remainder of fiscal 2020 is expected to be approximately $1,157 and expected amortization expense the next five fiscal years is as follows:


Fiscal year ending
June 24, 2021	$	2,165
June 30, 2022		1,896
June 29, 2023		1,657
June 27, 2024		1,414
June 26, 2025		1,156

Our net goodwill of $9,650 relates entirely to the Squirrel Brand acquisition (the “Acquisition”) completed in the second quarter of fiscal 2018. There was no change in the carrying amount of goodwill during the twenty-six weeks ended December 26, 2019.

Note 6 – Credit Facility

On February 7, 2008, we entered into a Credit Agreement with a bank group providing a $117,500 revolving loan commitment and letter of credit subfacility (the “Credit Facility”). The Credit Facility is secured by substantially all our assets other than real property and fixtures.

At December 26, 2019, we had $100,830 of available credit under the Credit Facility which reflects borrowings of $13,495 and reduced availability as a result of $3,175 in outstanding letters of credit. As of December 26, 2019, we were in compliance with all financial covenants under the Credit Facility and Mortgage Facility.

Note 7 – Earnings Per Common Share

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


	For the Quarter Ended				For the Twenty-six Weeks Ended
	December 26, 2019		December 27, 2018		December 26, 2019		December 27, 2018
Weighted average number of shares outstanding – basic		11,458,524		11,425,566		11,451,542		11,415,787
Effect of dilutive securities:
Stock options and restricted stock units		66,863		53,865		80,640		69,894

Weighted average number of shares outstanding – diluted		11,525,387		11,479,431		11,532,182		11,485,681

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

Note 8 – Stock-Based Compensation Plans

During the second quarter of fiscal 2020, there were 38,572 restricted stock units (“RSUs”) awarded to employees and non-employee members of the Board of Directors. The vesting period is generally three years for awards to employees and one year for awards to non-employee directors.

There was no stock option activity during the first half of fiscal 2020.

The following is a summary of RSU activity for the first half of fiscal 2020:


Restricted Stock Units	Shares			Weighted Average Grant Date Fair Value
Outstanding at June 27, 2019		188,992		$	46.79
Activity:
Granted		38,572			91.47
Vested ^(a)		(36,179	)		60.56
Forfeited		(7,439	)		63.62

Outstanding at December 26, 2019		183,946		$	52.77

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

At December 26, 2019, there were 58,541 RSUs outstanding that were vested but deferred.

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


	For the Quarter Ended				For the Twenty-six Weeks Ended
	December 26, 2019		December 27, 2018		December 26, 2019		December 27, 2018
Stock-based compensation expense	$	855	$	900	$	1,488	$	1,516

As of December 26, 2019, there was $5,255 of total unrecognized compensation expense related to non-vested RSUs granted under our stock-based compensation plans. We expect to recognize that cost over a weighted average period of 1.7 years.

Note 9 – Retirement Plan

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


	For the Quarter Ended				For the Twenty-six Weeks Ended
	December 26, 2019		December 27, 2018		December 26, 2019		December 27, 2018
Service cost	$	178	$	153	$	356	$	305
Interest cost		223		223		446		447
Amortization of prior service cost		240		240		479		479
Amortization of loss		104		23		208		47

Net periodic benefit cost	$	745	$	639	$	1,489	$	1,278

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

Note 10 – Accumulated Other Comprehensive Loss

The table below sets forth the changes to accumulated other comprehensive loss (“AOCL”) for the twenty-six weeks ended December 26, 2019 and December 27, 2018.These changes are all related to our defined benefit pension plan.


Changes to AOCL ^(a)	For the Twenty-Six Weeks Ended
Changes to AOCL ^(a)	December 26, 2019			December 27, 2018
Balance at beginning of period	$	(4,325	)	$	(3,181	)
Other comprehensive income before reclassifications		—			—
Amounts reclassified from accumulated other comprehensive loss		687			526
Tax effect		(172	)		(132	)

Net current-period other comprehensive income		515			394
Impact of adopting ASU 2018-02 ^(b)		(976	)		—

Balance at end of period	$	(4,786	)	$	(2,787	)

^(a)	Amounts in parenthesis indicate debits/expense.

^(b)	See Note 15 – “Recent Accounting Pronouncements” for additional information.

The reclassifications out of AOCL for the quarter and twenty-six weeks ended December 26, 2019 and December 27, 2018 were as follows:


													Affected line item in the Consolidated Statements of Comprehensive Income
	For the Quarter Ended						For the Twenty-six Weeks Ended
Reclassifications from AOCL to earnings ^(c)	December 26, 2019			December 27, 2018			December 26, 2019			December 27, 2018
Amortization of defined benefit pension items:
Unrecognized prior service cost	$	(240	)	$	(240	)	$	(479	)	$	(479	)		Other expense
Unrecognized net loss		(104	)		(23	)		(208	)		(47	)		Other expense

Total before tax		(344	)		(263	)		(687	)		(526	)
Tax effect		86			66			172			132			Income tax expense

Amortization of defined pension items, net of tax	$	(258	)	$	(197	)	$	(515	)	$	(394	)

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

Note 11 – Commitments and Contingent Liabilities

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

Note 12 – Fair Value of Financial Instruments

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


Level 1	–	Quoted prices in active markets that are accessible at the measurement date for identical assets and liabilities.

Level 2	–	Observable inputs other than quoted prices in active markets. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.

Level 3	–	Unobservable inputs for which there is little or no market data available.

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

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

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


	December 26, 2019		June 27, 2019		December 27, 2018
Carrying value of long-term debt:	$	23,767	$	27,798	$	31,061
Fair value of long-term debt:		24,164		27,720		30,176

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

Note 13 – Related Party Transaction

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

Note 14 – Garysburg, North Carolina Facility

On October 7, 2019 we experienced a fire at our peanut processing facility located in Garysburg, North Carolina. No personnel were injured, and there was no damage to our peanut shelling and inventory storage areas. The fire occurred in our roasting room where all of the roasting equipment was destroyed. The fire also damaged some equipment in our packaging room and a portion of the roof. We have contracted with a third party to roast and salt our inshell peanuts to meet our current production requirements. We do not expect any negative impact on our customer service levels or a material adverse impact on our operating or financial results for the 2020 fiscal year.

After evaluating our options with regard to our peanut production operations, the Company is considering strategic alternatives for this facility and currently plans to permanently cease all operations at the Garysburg facility once we have finished shelling the current crop of peanuts at this facility, which is estimated to take approximately sixteen months. We have ceased roasting operations in the current second quarter, which resulted in a partial reduction in the workforce at this facility, and recognized an immaterial amount of separation costs in the second quarter of fiscal 2020.

We have adequate property damage and business interruption insurance, subject to applicable deductibles. To date, approximately $1,500 in clean-up costs and damage to capital assets has been incurred. Insurance claims have been filed under our property damage and business interruption policies, and an advance payment of $1,500 was received from the insurance carrier in our current second quarter. Insurance proceeds received for damage to capital equipment were recorded as investing activities on the Consolidated Statements of Cash Flows.

Note 15 – Recent Accounting Pronouncements

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

In February 2016, the FASB issued ASU No. 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 are required. ASU No. 2016-02 is effective for public business entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2018. This new guidance became effective for the Company beginning in fiscal year 2020. Under ASU No. 2016-02 the guidance was to be adopted using a modified retrospective approach, with elective reliefs, with application of the new guidance for all periods presented. In July 2018, the FASB issued ASU No. 2018-11 “Leases (Topic 842): Targeted Improvements” which provides for another transition method by allowing entities to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The amendments in this Update also provide lessors with a practical expedient, by class of underlying asset, to not separate non-lease components from the associated lease component, similar to the expedient provided for lessees. In July 2018, the FASB also issued ASU No. 2018-10 “Codification Improvements to Topic 842, Leases” which affects narrow aspects of the guidance issued in ASU No. 2016-02. In December 2018, the FASB issued ASU No. 2018-20 “Leases (Topic 842) – Narrow Scope Improvements for Lessors” which provides specific guidance for lessors on the issues of sales taxes and other similar taxes collected from lessees, certain lessor costs, and recognition of variable payments for contracts with lease and non-lease components. In March 2019, the FASB issued ASU No. 2019-01 “Leases (Topic 842) – Codification Improvements” which clarifies transition disclosure requirements for annual and interim periods after the date of adoption of ASU No. 2016-02.

We have implemented processes and information technology tools to assist in our compliance with Topic 842. We have also updated our accounting policies and internal controls that are impacted by the new guidance. We adopted ASU No. 2016-02 utilizing the modified retrospective transition method and did not recast comparative periods in transition to the new standard. In addition, the new standard provides a number of optional practical expedients in transition. We elected the ‘package of practical expedients’, which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. We did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to us. The adoption of this standard resulted in the recognition of operating lease right-of-use assets and liabilities on our Consolidated Balance Sheet of $5,361 and $5,320, respectively, during the first quarter of fiscal 2020. The new standard also provides practical expedients for an entity’s initial and ongoing accounting. We elected the short-term lease recognition exemption for all leases that qualify. We also elected the practical expedient to not separate lease and non-lease components for all of our leases. Refer to Note 3 – “Leases” for additional information regarding the Company’s leases.

In February 2018, the FASB issued ASU No. 2018-02 “Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income”. The amendments in this Update allow a reclassification from accumulated other comprehensive income (loss) (“AOCL”) to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017. The amendments in this Update also require certain disclosures about stranded tax effects. The amendments in this Update should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The Company adopted ASU No. 2018-02 in the first quarter of fiscal 2020 and reclassified $976 from AOCL to retained earnings. Refer to Note 10 – “Accumulated Other Comprehensive Loss” for additional detail. ASU 2018-02 was not applied retrospectively. No other income tax effects related to the application of the Tax Cuts and Jobs Act were reclassified from AOCL to retained earnings.

The following recent accounting pronouncements have not yet been adopted:

In December 2019, the FASB issued ASU No. 2019-12 “Income Taxes (Topic 740)”. The amendments in this Update simplify the accounting for income taxes by removing certain exceptions, providing updated requirements and specifications in certain areas and by making minor codification improvements. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2020, including interim periods within that fiscal year. Early adoption is permitted. This Update is effective for the Company beginning in fiscal 2022. We do not expect this accounting Update to have a material impact on our Consolidated Financial Statements.

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

OVERVIEW

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

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

•

References herein to fiscal 2020 and fiscal 2019 are to the fiscal year ending June 25, 2020 and the fiscal year ended June 27, 2019, respectively.

•

References herein to the second quarter of fiscal 2020 and fiscal 2019 are to the quarters ended December 26, 2019 and December 27, 2018, respectively.

•

References herein to the first half or first twenty-six weeks of fiscal 2020 and fiscal 2019 are to the twenty-six weeks ended December 26, 2019 and December 27, 2018, respectively.

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

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

The Company’s long-term objective to drive profitable growth, as identified in our strategic plan (the “Strategic Plan”), includes continuing to grow Fisher, Orchard Valley Harvest, Squirrel Brand and Southern Style Nuts into leading nut brands by focusing on consumers demanding quality nuts in the snacking, recipe, trail and snack mix and produce categories, providing integrated nut solutions to grow non-branded business at existing key customers in each distribution channel and expanding our offerings into alternative distribution channels. We are executing on our Strategic Plan by continuing to expand distribution of our Orchard Valley Harvest and Southern Style Nuts products, growing our consumer distribution channel with private brand products and expanding distribution with new foodservice customers.

We face a number of challenges in the future which include, among others, potential acquisition cost volatility for almonds and increasing commodity costs for walnuts, as well as intensified competition on pricing and for market share from both private brand and name brand nut products. Our Fisher recipe nut sales have been negatively impacted recently due to this increased competition for market share. We also face changing industry trends resulting in retail consolidation and Internet price competition for nut and nut-related products.

We will continue to focus on seeking profitable business opportunities to maximize the utilization of our production capacity at our primary manufacturing, processing and distribution facility located in Elgin, Illinois (the “Elgin Site”) and evaluate facility expansion to meet customer demand. We expect to maintain our current level of promotional and advertising activity for our Orchard Valley Harvest and Fisher snack brands. We continue to see significant domestic sales and volume growth in our Orchard Valley Harvest brand and will continue to focus on this portion of our branded business as well as our Squirrel Brand and Southern Style Nuts brands. We will continue to face the ongoing challenges specific to our business, such as food safety and regulatory issues and the maintenance and growth of our customer base for branded and private label products. See the information referenced in Part II, Item 1A — “Risk Factors” of this report for additional information about our risks, challenges and uncertainties.

QUARTERLY HIGHLIGHTS

Our net sales of $246.4 million for the second quarter of fiscal 2020 decreased 2.7% from our net sales of $253.3 million for the second quarter of fiscal 2019. Net sales for the first twenty-six weeks of fiscal 2020 increased by $6.7 million, or 1.5%, to $464.3 million from net sales of $457.6 million for the first twenty-six weeks of fiscal 2019.

Sales volume, measured as pounds sold to customers, increased 4.8% for the second quarter of fiscal 2020 compared to the second quarter of fiscal 2019. Sales volume for the first twenty-six weeks of fiscal 2020 increased 6.8% compared to the first twenty-six weeks of fiscal 2019.

Gross profit increased by $7.1 million, and our gross profit margin, as a percentage of net sales, increased to 20.3% for the second quarter of fiscal 2020 compared to 16.9% for the second quarter of fiscal 2019. Gross profit increased by $16.4 million and our gross profit margin increased to 19.9% from 16.6% for the first twenty-six weeks of fiscal 2020 compared to the first twenty-six weeks of fiscal 2019.

Total operating expenses for the second quarter of fiscal 2020 decreased by $0.7 million, or 2.8%, compared to the second quarter of fiscal 2019. As a percentage of net sales, total operating expenses in the second quarter of fiscal 2020 was unchanged at 10.4% compared to the second quarter of fiscal 2019. For the first half of fiscal 2020, total operating expenses decreased by $0.4 million, to 10.5% of net sales compared to 10.7% for the first half of fiscal 2019.

The total value of inventories on hand at the end of the second quarter of fiscal 2020 increased by $0.6 million, or 0.4%, in comparison to the total value of inventories on hand at the end of the second quarter of fiscal 2019.

We have seen acquisition costs for walnuts increase in the 2019 crop year (which falls into our current 2020 fiscal year). We also continue to see declining acquisition costs for pecans. We completed procurement of inshell walnuts during the first half of fiscal 2020. During the third quarter, we will determine the final prices to be paid to the walnut growers based upon current market prices and other factors such as crop size and export demand. We have estimated the liability to our walnut growers and our walnut inventory costs using currently available information. Any difference between our estimated liability and the actual final liability will be determined during the third quarter of fiscal 2020 and will be recognized in our financial results at that time.

RESULTS OF OPERATIONS

Net Sales

Our net sales decreased 2.7% to $246.4 million in the second quarter of fiscal 2020 compared to net sales of $253.3 million for the second quarter of fiscal 2019. The decrease in net sales was primarily attributable to lower selling prices, which resulted from a shift in sales volume from higher priced pecans and walnuts to lower priced trail and snack mixes, peanuts and cashews. Lower selling prices for pecans and cashews, which were due to lower commodity acquisition costs, also contributed to the overall reduction in selling prices. The decline in net sales from lower selling prices was largely offset by a 4.8% increase in sales volume, which is defined as pounds sold to customers.

For the first twenty-six weeks of fiscal 2020 our net sales were $464.3 million, an increase of $6.7 million, or 1.5%, compared to the same period of fiscal 2019. The increase in net sales was due to a 6.8% increase in sales volume and was largely offset by lower selling prices resulting primarily for the same reasons cited in the quarterly comparison.

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


	For the Quarter Ended						For the Twenty-six Weeks Ended
Product Type	December 26, 2019			December 27, 2018			December 26, 2019			December 27, 2018
Peanuts		15.8	%		15.7	%		16.8	%		17.2	%
Pecans		16.2			20.5			13.0			16.5
Cashews & Mixed Nuts		22.7			22.1			22.7			22.3
Walnuts		8.7			10.5			7.9			10.3
Almonds		13.2			11.8			14.8			12.8
Trail & Snack Mixes		18.3			14.5			19.3			15.6
Other		5.1			4.9			5.5			5.3

Total		100.0	%		100.0	%		100.0	%		100.0	%

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


	For the Quarter Ended
Distribution Channel	December 26, 2019		December 27, 2018		Change			Percent Change
Consumer ⁽¹⁾	$	188,086	$	195,478	$	(7,392	)		(3.8	)%
Commercial Ingredients		34,247		31,454		2,793			8.9
Contract Packaging		24,090		26,385		(2,295	)		(8.7	)

Total	$	246,423	$	253,317	$	(6,894	)		(2.7	)%

(1)

Sales of branded products were approximately 33% and 45% of total consumer sales during each of the second quarter of fiscal 2020 and fiscal 2019, respectively. Fisher branded products were approximately 76% and 79% of branded sales during the second quarter of fiscal 2020 and fiscal 2019, respectively, with branded produce and Squirrel Brand products accounting for most of the remaining branded product sales.

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


	For the Twenty-six Weeks Ended
Distribution Channel	December 26, 2019		December 27, 2018		Change			Percent Change
Consumer ⁽¹⁾	$	345,232	$	334,922	$	10,310			3.1	%
Commercial Ingredients		71,135		68,656		2,479			3.6
Contract Packaging		47,902		54,027		(6,125	)		(11.3	)

Total	$	464,269	$	457,605	$	6,664			1.5	%

(1)

Sales of branded products were approximately 31% and 43% of total consumer sales during the first twenty-six weeks of fiscal 2020 and fiscal 2019, respectively. Fisher branded products were approximately 71% and 75% of branded sales during the first twenty-six weeks of fiscal 2020 and fiscal 2019, respectively, with branded produce and Squirrel Brand products accounting for most of the remaining branded product sales.

Net sales in the consumer distribution channel decreased $7.4 million, or 3.8%, and sales volume increased 4.2% in the second quarter of fiscal 2020 compared to the second quarter of fiscal 2019. The sales volume increase was driven by increased sales of private brand snack nuts and trail and snack mixes from distribution gains with new and existing private brand customers. Sales volume for Fisher snack nuts decreased 6.4%, primarily as a result of reduced promotional activity for inshell peanuts. Sales volume of Fisher recipe nuts decreased 29.8% from lost holiday display distribution at a major customer in favor of their private brand recipe nuts. Sales volume of Orchard Valley Harvest products increased 6.5% due to distribution gains at new and existing customers and the introduction of new products. Sales volume of Southern Style Nuts increased 42.9% due to increased promotional activity.

In the first twenty-six weeks of fiscal 2020, net sales in the consumer distribution channel increased $10.3 million, or 3.1%, and sales volume increased 10.0% compared to the same period of fiscal 2019. The sales volume increase occurred for the same reason cited in the quarterly comparison. Increased sales for our Orchard Valley Harvest and Southern Style Nut brands also contributed to the sales volume increase in the consumer distribution channel. Sales volume for Fisher recipe nuts decreased 30.0% in the year to date comparison as a result of lost distribution at a major customer in favor of their private brand recipe nuts.

Net sales in the commercial ingredients distribution channel increased by 8.9% in dollars and 14.5% in sales volume in the second quarter of fiscal 2020 compared to the second quarter of fiscal 2019. In the first twenty-six weeks of fiscal 2020, net sales in the commercial ingredients distribution channel increased by 3.6% in dollars and 6.3% in sales volume compared to the same period of fiscal 2019. The sales volume increase, for both the quarterly and twenty-six week period, was primarily due to distribution gains with new food service customers and increased sales of peanut crushing stock to peanut oil processors.

Net sales in the contract packaging distribution channel decreased by 8.7% in dollars and 2.5% in sales volume in the second quarter of fiscal 2020 compared to the second quarter of fiscal 2019. The decline in sales volume primarily came from a reduction in promotional and merchandising activity by some customers in this channel. In the first twenty-six weeks of fiscal 2020, net sales in the contract packaging distribution channel decreased by 11.3% in dollars and 7.9% in sales volume compared to the first twenty-six weeks of fiscal 2019. The decline in sales volume occurred for the same reason cited in the quarterly comparison, as well as from a reduction in unit ounce weights implemented by a major contract packaging customer.

Gross Profit

Gross profit increased by $7.1 million, or 16.5%, to $50.0 million for the second quarter of fiscal 2020 compared to the second quarter of fiscal 2019. Our gross profit margin, as a percentage of net sales, increased to 20.3% for the second quarter of fiscal 2020 compared to 16.9% for the second quarter of fiscal 2019. The increases in gross profit and gross profit margin were mainly attributable to the sales volume increase discussed above, as well as manufacturing efficiencies, reduced manufacturing spending and lower commodity acquisition costs for pecans and cashews.

Gross profit increased by $16.4 million, or 21.6%, to $92.2 million for the first twenty-six weeks of fiscal 2020 compared to the first twenty-six weeks of fiscal 2019. Our gross profit margin increased to 19.9% for the first twenty-six weeks of fiscal 2020 compared to 16.6% for the first twenty-six weeks of fiscal 2019. The increases in gross profit and gross profit margin in the year to date comparison occurred primarily for the same reasons cited in the quarterly comparison.

Operating Expenses

Total operating expenses for the second quarter of fiscal 2020 decreased by $0.7 million, or 2.8%, to $25.5 million. As a percentage of net sales, operating expenses remain unchanged at 10.4% for the second quarter of fiscal 2020 compared to the second quarter of fiscal 2019.

Selling expenses for the second quarter of fiscal 2020 were $16.1 million, a decrease of $2.1 million, or 11.5%, from the second quarter of fiscal 2019. The decrease was driven primarily by a $2.5 million decrease in advertising expense primarily related to TV and magazine advertising and a $0.9 million decrease in freight expense. Partially offsetting these decreases were a $0.7 million increase in payroll related and incentive compensation expense and a $0.4 million increase in commission expense.

Administrative expenses for the second quarter of fiscal 2020 were $9.4 million compared to $8.1 million for the second quarter of fiscal 2019. The increase was primarily due to a $1.0 million increase in compensation related expenses, primarily incentive compensation, a $0.2 million increase in building repairs and maintenance expense.

Total operating expenses for the first twenty-six weeks of fiscal 2020 decreased by $0.4 million, or 0.9%, to $48.7 million. Operating expenses decreased to 10.5% of net sales for the first half of fiscal 2020 compared to 10.7% of net sales for the first half of fiscal 2019.

Selling expenses for the first twenty-six weeks of fiscal 2020 were $30.2 million, a decrease of $2.0 million, or 6.3%, from the amount recorded for the first twenty-six weeks of fiscal 2019. The decrease was driven primarily by a $2.9 million decrease in advertising expense and a $1.3 million decrease in freight expense. These decreases were partially offset by a $1.4 million increase in payroll related and incentive compensation expense and a $0.5 million increase in commission expense.

Administrative expenses for the first twenty-six weeks of fiscal 2020 were $18.5 million, an increase of $1.6 million, or 9.5%, compared to the same period of fiscal 2019. The increase was primarily due to $1.5 million increase in compensation related expenses, primarily incentive compensation, and a $0.3 million increase in building repairs and maintenance expense.

Income from Operations

Due to the factors discussed above, income from operations was $24.5 million, or 9.9% of net sales, for the second quarter of fiscal 2020 compared to $16.6 million, or 6.6% of net sales, for the second quarter of fiscal 2019.

Due to the factors discussed above, income from operations was $43.5 million, or 9.4% of net sales, for the first twenty-six weeks of fiscal 2020 compared to $26.7 million, or 5.8% of net sales, for the first twenty-six weeks of fiscal 2019.

Interest Expense

Interest expense was $0.4 million for the second quarter of fiscal 2020 compared to $0.8 million in the second quarter of fiscal 2019. Interest expense for the first two quarters of fiscal 2020 was $1.0 million compared to $1.7 million for the first two quarters of fiscal 2019. The decrease in interest expense was due to lower average debt levels.

Rental and Miscellaneous Expense, Net

Net rental and miscellaneous expense was $0.3 million for the second quarter of both fiscal 2020 and fiscal 2019. Net rental and miscellaneous expense was $0.7 million for the first twenty-six weeks of fiscal 2020 compared to $0.6 million for the first twenty-six weeks of fiscal 2019.

Other Expense

Other expense consists of pension related expenses other than the service cost component and was $0.6 million for the second quarter of fiscal 2020 compared to $0.5 million for the second quarter of fiscal 2019. Other expense was $1.1 million for the first twenty-six weeks of fiscal 2020 compared to $1.0 million for the first twenty-six weeks of fiscal 2019.

Income Tax Expense

Income tax expense was $5.7 million, or 24.7% of income before income taxes (the “Effective Tax Rate”), for the second quarter of fiscal 2020 compared to $3.8 million, or 25.3% of income before income taxes, for the second quarter of fiscal 2019. For the first twenty-six weeks of fiscal 2020, income tax expense was $10.4 million, or 25.5% of income before income taxes, compared to $5.6 million, or 23.9% of income before income taxes, for the comparable period last year. The Effective Tax Rate in the comparative twenty-six week period was reduced due to a change in the rate that our deferred tax assets are measured due to the impact of Tax Reform. This change increased our net deferred tax assets and reduced income tax expense in the comparative twenty-six week period.

Net Income

Net income was $17.5 million, or $1.52 per common share basic and diluted, for the second quarter of fiscal 2020, compared to $11.3 million, or $0.99 per common share basic and $0.98 per common share diluted, for the second quarter of fiscal 2019.

Net income was $30.4 million, or $2.65 per common share basic and $2.64 per share diluted, for the first twenty-six weeks of fiscal 2020, compared to net income of $17.9 million, or $1.57 per common share basic and $1.56 per share diluted, for the first twenty-six weeks of fiscal 2019.

LIQUIDITY AND CAPITAL RESOURCES

General

The primary uses of cash are to fund our current operations, fulfill contractual obligations, pursue our Strategic Plan through growing our branded and private label nut programs and repay indebtedness. Also, various uncertainties could result in additional uses of cash. The primary sources of cash are results of operations and availability under our Credit Agreement, dated February 7, 2008 and subsequently amended most recently in November 2017 (as amended, the “Credit Facility”), that provides a revolving loan commitment and letter of credit subfacility. We anticipate that expected net cash flow generated from operations and amounts available pursuant to the Credit Facility will be sufficient to fund our operations for the next twelve months. Our available credit under our Credit Facility has historically allowed us to promote our products and invest in our brands (especially our Fisher and Orchard Valley Harvest brands), consummate strategic business acquisitions such as the 2018 acquisition of the Squirrel Brand business, reinvest in the Company through capital expenditures, develop new products, pay cash dividends the past seven years and explore other growth strategies outlined in our Strategic Plan.

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

The following table sets forth certain cash flow information for the first half of fiscal 2020 and 2019, respectively (dollars in thousands):


	December 26, 2019			December 27, 2018			$ Change
Operating activities	$	54,285		$	48,366		$	5,919
Investing activities		(6,148	)		(9,323	)		3,175
Financing activities		(48,335	)		(37,909	)		(10,426	)

Net increase in cash	$	(198	)	$	1,134		$	(1,332	)

Operating Activities Net cash provided by operating activities was $54.3 million for the first twenty-six weeks of fiscal 2020 compared to $48.4 million for the comparative period of fiscal 2019. The increase in operating cash flow was due primarily to a $12.5 million increase in net income driven by increased sales and improved profitability, which was partially offset due to an increased use of working capital for inventory compared to the first twenty-six weeks of fiscal 2019.

Total inventories were $172.3 million at December 26, 2019, an increase of $15.3 million, or 9.8%, from the inventory balance at June 27, 2019, and an increase of $0.6 million, or 0.4%, from the inventory balance at December 27, 2018. The increase in inventory at December 26, 2019 compared to June 27, 2019 was primarily due to greater quantities of walnuts on hand at a higher acquisition cost, which was partially offset by lower acquisition costs for pecans.

Raw nut and dried fruit input stocks, some of which are classified as work in process, decreased by 9.8 million pounds, or 11.8%, at December 26, 2019 compared to December 27, 2018 due to lower quantities of peanuts and pecans on hand. The weighted average cost per pound of raw nut input stocks on hand at the end of the second quarter of fiscal 2020 increased 7.1% compared to the end of the second quarter of fiscal 2019 primarily due to a higher acquisition cost for walnuts, which was offset in part by lower acquisition costs for pecans, cashews and peanuts.

Investing Activities Cash used in investing activities was $6.1 million during the first twenty-six weeks of fiscal 2020 compared to $9.3 million for the same period last year. We expect total capital expenditures for new equipment, facility upgrades, and food safety enhancements for fiscal 2020 to be approximately $17 to $20 million. Absent any material acquisitions or other significant investments, we believe that cash on hand, combined with cash provided by operations and borrowings available under the Credit Facility, will be sufficient to meet the cash requirements for planned capital expenditures.

Financing Activities Cash used in financing activities was $48.3 million during the first twenty-six weeks of fiscal 2020 compared to $37.9 million for the same period last year. We paid $57.3 million of dividends in the first half of fiscal 2020 compared to $29.1 million during the same period last year. Net borrowings under our Credit Facility were $13.5 million during the first half of fiscal 2020 compared to net repayments of $6.7 million for the first half of fiscal 2019. The increase in short term borrowings under our Credit Facility was due to higher dividends paid in fiscal 2020 and was partially offset by an increased operating cash flows.

Real Estate Matters

In August 2008, we completed the consolidation of our Chicago-based facilities into the Elgin Site. The Elgin Site includes both an office building and a warehouse. We are currently attempting to find additional tenants for the available space in the office building at the Elgin Site. Until additional tenant(s) are found, we will not receive the benefit of rental income associated with such space. Approximately 63% of the rentable area in the office building is currently vacant, of which approximately 29% has not been built-out. There can be no assurance that we will be able to lease the unoccupied space and further capital expenditures will likely be necessary to lease the remaining space.

Financing Arrangements

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

On November 29, 2017, we entered into the Consent and Ninth Amendment to our Credit Agreement (the “Ninth Amendment”) which provided lender consent to incur unsecured debt in connection with our acquisition of the assets of the Squirrel Brand business, and for the acquisition of the Squirrel Brand business to constitute a “Permitted Acquisition” under the terms of the Credit Facility. The Ninth Amendment also modified our collateral reporting requirements.

The Credit Facility, as most recently amended in November 2017, is secured by substantially all of our assets other than machinery and equipment, real property, and fixtures and matures on July 7, 2021. The Mortgage Facility is secured by mortgages on essentially all of our owned real property located in Elgin, Illinois, Gustine, California and Garysburg, North Carolina (the “Encumbered Properties”).

Credit Facility

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

At December 26, 2019, the weighted average interest rate for the Credit Facility was 3.8%. The terms of the Credit Facility contain covenants that, among other things, require us to restrict investments, indebtedness, acquisitions and certain sales of assets and limit annual cash dividends or distributions, transactions with affiliates, redemptions of capital stock and prepayment of indebtedness (if such prepayment, among other things, is of a subordinate debt). If loan availability under the borrowing base calculation falls below $25.0 million, we will be required to maintain a specified fixed charge coverage ratio, tested on a monthly basis, until loan availability equals or exceeds $25.0 million for three consecutive months. All cash received from customers is required to be applied against the Credit Facility. The Bank Lenders have the option to accelerate and demand immediate repayment of our obligations under the Credit Facility in the event of default on the payments required under the Credit Facility, a change in control in the ownership of the Company, non-compliance with the financial covenant or upon the occurrence of other defaults by us under the Credit Facility (including a default under the Mortgage Facility). As of December 26, 2019, we were in compliance with all covenants under the Credit Facility and we currently expect to be in compliance with the financial covenant in the Credit Facility for the foreseeable future. At December 26, 2019, we had $100.8 million of available credit under the Credit Facility. If this entire amount were borrowed at December 26, 2019, we would still be in compliance with all restrictive covenants under the Credit Facility.

We are currently updating the Credit Facility agreement and expect the term to extend another five years. The legal costs incurred to date have been capitalized and will be amortized over the length of the new agreement.

Mortgage Facility

The Mortgage Facility matures on March 1, 2023. On March 1, 2018 the interest rate on the Mortgage Facility was fixed at 4.25% per annum for the remainder of the term. Monthly principal payments on Tranche A in the amount of $0.2 million commenced on June 1, 2008. Monthly principal payments on Tranche B in the amount of $0.1 million commenced on June 1, 2008.

The terms of the Mortgage Facility contain covenants that require us to maintain a specified net worth of $110.0 million and maintain the Encumbered Properties. The Mortgage Lender is entitled to require immediate repayment of our obligations under the Mortgage Facility in the event we default in the payments required under the Mortgage Facility, non-compliance with the covenants or upon the occurrence of certain other defaults by us under the Mortgage Facility. As of December 26, 2019, we were in compliance with all covenants under the Mortgage Facility.

Selma Property

In September 2006, we sold our Selma, Texas properties (the “Selma Properties”) to two related party partnerships for $14.3 million and are leasing them back. The selling price was determined by an independent appraiser to be the fair market value which also approximated our carrying value. The lease for the Selma Properties has a ten-year term at a fair market value rent with three five-year renewal options. In September 2015, we exercised two of the five-year renewal options which extended the lease term to September 2026. The lease extension also reduced the monthly lease payment on the Selma Properties, beginning in September 2016, to reflect then current market conditions. One five-year renewal option remains. Also, we have an option to purchase the Selma Properties from the owner at 95% (100% in certain circumstances) of the then fair market value, but not less than the original $14.3 million purchase price. The provisions of the arrangement are not eligible for sale-leaseback accounting and the $14.3 million was recorded as a debt obligation. No gain or loss was recorded on the Selma Properties transaction. As of December 26, 2019, $9.8 million of the debt obligation was outstanding.

Squirrel Brand Seller-Financed Note

In November 2017 we completed the Acquisition. The Acquisition was financed by a combination of cash (drawn under the Credit Facility) and a three-year seller-financed note for $11.5 million (“Promissory Note”). The principal owner and seller of the Squirrel Brand business was subsequently appointed as an executive officer of the Company and was considered a related party until the employment of this executive officer with the Company ceased late in the second quarter of fiscal 2020. The Promissory Note is unsecured, bears interest at 5.5% per annum and is payable in equal monthly principal payments of $0.3 million, plus interest, which began in January 2018. Upon an event of default, as defined in the Promissory Note, the interest rate increases to 7.5% until such event of default is cured. We can pre-pay the Promissory Note at any time during the three-year period without penalty. At December 26, 2019, the principal amount of $3.5 million of the Promissory Note was outstanding.

Critical Accounting Policies and Estimates

For information regarding our Critical Accounting Policies and Estimates, see the “Critical Accounting Policies and Estimates” section of “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K for the fiscal year ended June 27, 2019.

Recent Accounting Pronouncements

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

FORWARD LOOKING STATEMENTS

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There has been no material change in our assessment of our sensitivity to market risk since our presentation set forth in Part I—Item 7A “Quantitative and Qualitative Disclosures About Market Risk,” in our Annual Report on Form 10-K for the fiscal year ended June 27, 2019.

Item 4. Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of December 26, 2019. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 26, 2019, the Company’s disclosure controls and procedures were effective.

In connection with the evaluation by our management, including our Chief Executive Officer and Chief Financial Officer, there were no changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the quarter ended December 26, 2019 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

In addition to the other information set forth in this report on Form 10-Q, you should also consider the factors, risks and uncertainties which could materially affect our Company’s business, financial condition or future results as discussed in Part I, Item 1A – “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended June 27, 2019. There were no significant changes to the risk factors identified on the Form 10-K for the fiscal year ended June 27, 2019 during the second quarter of fiscal 2020.

See Part I, Item 2 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” in this Form 10-Q, and see Part II, Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 27, 2019.

Item 6. Exhibits

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

EXHIBIT INDEX

(Pursuant to Item 601 of Regulation S-K)


Exhibit No.		Description

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

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

*10.1		1998 Equity Incentive Plan (incorporated by reference from Exhibit 10 to the Form 10-Q for the quarter ended September 24, 1998)

*10.2		First Amendment to the 1998 Equity Incentive Plan (incorporated by reference from Exhibit 10.35 to the Form 10-Q for the quarter ended December 28, 2000)

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

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

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

*10.6		2008 Equity Incentive Plan, as amended (incorporated by reference from Exhibit 10.24 to the Form 10-K for the fiscal year ended June 28, 2012)

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

*10.8		2014 Omnibus Incentive Plan (incorporated by reference from Exhibit 4.1 to the Registration Statement on Form S-8 filed on October 28, 2014)


Exhibit No.		Description

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

*10.10		Form of Non-Employee Director Restricted Stock Unit Award Agreement (non-deferral) under 2014 Omnibus Plan (fiscal 2017, 2018, 2019 and 2020 awards cycle) (incorporated by reference from Exhibit 10.38 to the Form 10-Q for the quarter ended December 24, 2015)

*10.11		Form of Non-Employee Director Restricted Stock Unit Award Agreement (deferral) under 2014 Omnibus Plan (fiscal 2017, 2018, 2019 and 2020 awards cycle) (incorporated by reference from Exhibit 10.39 to the Form 10-Q for the quarter ended December 24, 2015)

*10.12		Form of Employee Restricted Stock Unit Award Agreement under 2014 Omnibus Plan (fiscal 2017 awards cycle) (incorporated by reference from Exhibit 10.19 to the Form 10-Q for the quarter ended December 29, 2016)

*10.13		Form of Employee Restricted Stock Unit Award Agreement under 2014 Omnibus Plan (fiscal 2018, 2019 and 2020 awards cycle) (incorporated by reference from Exhibit 10.20 to the Form 10-Q for the quarter ended December 28, 2017)

*10.14		Amended and Restated Sanfilippo Value Added Plan, dated August 20, 2015 (incorporated by reference from Exhibit 10.11 to the Form 10-K for the year ended June 25, 2015)

10.15		Credit Agreement, dated as of February 7, 2008, by and among the Company, the financial institutions named therein as lenders, Wells Fargo Foothill, LLC (“WFF”), as the arranger and administrative agent for the lenders, and Wachovia Capital Finance Corporation (Central), in its capacity as documentation agent (incorporated by reference from Exhibit 10.1 to the Form 8-K filed on February 8, 2008)


Exhibit No.		Description

10.16		Security Agreement, dated as of February 7, 2008, by the Company in favor of WFF, as administrative agent for the Lenders (incorporated by reference from Exhibit 10.2 to the Form 8-K filed on February 8, 2008)

10.17		Loan Agreement, dated as of February 7, 2008, by and between the Company and Transamerica Financial Life Insurance Company (“TFLIC”) (incorporated by reference from Exhibit 10.3 to the Form 8-K filed on February 8, 2008)

10.18		First Amendment to Credit Agreement, dated as of March 8, 2010, by and among the Company, Wells Fargo Capital Finance, LLC (f/k/a WFF), as a lender and administrative agent and Burdale Financial Limited, as a lender (incorporated by reference from Exhibit 10.19 to the Form 10-K filed on August 23, 2017)

10.19		Second Amendment to Credit Agreement, dated as of July 15, 2011, by and among the Company, Wells Fargo Capital Finance, LLC (f/k/a WFF), as a lender and administrative agent, and Southwest Georgia Farm Credit, ACA for itself and as agent/nominee for Southwest Georgia Farm Credit, FLCA, as a lender (incorporated by reference from Exhibit 10.1 to the Form 8-K filed on July 18, 2011)

10.20		Third Amendment to Credit Agreement, dated as of October 31, 2011, by and among the Company, Wells Fargo Capital Finance, LLC (f/k/a WFF), as a lender and administrative agent, and Southwest Georgia Farm Credit, ACA, for itself and as agent/nominee for Southwest Georgia Farm Credit, FLCA, as a lender (incorporated by reference from Exhibit 10.34 to the Form 10-Q for the quarter ended September 29, 2011)

10.21		Consent and Fourth Amendment to Credit Agreement, dated as of January 22, 2013, by and among the Company, Wells Fargo Capital Finance, LLC (f/k/a WFF), as a lender and administrative agent, and Southwest Georgia Farm Credit, ACA, for itself and as agent/nominee for Southwest Georgia Farm Credit, FLCA, as a lender (incorporated by reference from Exhibit 99.1 to the Form 8-K filed on February 4, 2013)

10.22		Consent and Fifth Amendment to Credit Agreement, dated as of December 16, 2013, by and among the Company, Wells Fargo Capital Finance, LLC (f/k/a WFF), as a lender and administrative agent, and Southwest Georgia Farm Credit, ACA, for itself and as agent/nominee for Southwest Georgia Farm Credit, FLCA, as a lender (incorporated by reference from Exhibit 99.1 to the Form 8-K filed on December 17, 2013)


Exhibit No.		Description

10.23		Sixth Amendment to Credit Agreement, dated as of September 30, 2014, by and among the Company, Wells Fargo Capital Finance, LLC (f/k/a WFF), as a lender and administrative agent, and Southwest Georgia Farm Credit, ACA, as lender. (incorporated by reference from Exhibit 10.1 to the Form 8-K filed on October 3, 2014)

10.24		Seventh Amendment to Credit Agreement, dated as of July 7, 2016, by and among John B. Sanfilippo & Son, Inc., Wells Fargo Capital Finance, LLC (f/k/a WFF), as a lender and the administrative agent, and Southwest Georgia Farm Credit, ACA, as a lender. (incorporated by reference from Exhibit 99.2 to the Form 8-K filed on July 7, 2016)

10.25		Eighth Amendment to Credit Agreement, dated as of July 7, 2017, by and among John B. Sanfilippo & Son, Inc., Wells Fargo Capital Finance, LLC (f/k/a WFF), as a lender and the administrative agent, and Southwest Georgia Farm Credit, ACA, as a lender. (incorporated by reference from Exhibit 99.1 to the Form 8-K filed on July 11, 2017)

10.26		Consent and Ninth Amendment to Credit Agreement dated as of November 29, 2017, by and among John B. Sanfilippo & Son, Inc., Wells Fargo Capital Finance, LLC (f/k/a WFF), as a lender and the administrative agent, and Southwest Georgia Farm Credit, ACA, as a lender. (incorporated by reference from Exhibit 99.1 to the Form 8-K filed on November 30, 2017)

10.27		First Amendment to Security Agreement, dated as of September 30, 2014, by the Company in favor of Wells Fargo Capital Finance, LLC (f/k/a WFF), as administrative agent for the lenders. (incorporated by reference from Exhibit 10.2 to the Form 8-K filed on October 3, 2014)

*10.28		Employment agreement, dated as of November 30, 2017, by and between the Company and J. Brent Meyer (incorporated by reference from Exhibit 10.36 to the Form 10-Q for the quarter ended December 28, 2017)

*10.29		Separation Agreement, dated as of December 10, 2019, by and between the Company and J. Brent Meyer (filed herewith)

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


Exhibit No.		Description

32.2		Certification of Michael J. Valentine pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

*	Indicates a management contract or compensatory plan or arrangement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on January 30, 2020.


JOHN B. SANFILIPPO & SON, INC.

By

		/s/ MICHAEL J. VALENTINE
		Michael J. Valentine
		Chief Financial Officer, Group President and Secretary

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company