What changed in this filing

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Item 1. Financial Statements

2021-04-28 compared with 2021-01-27 · 72 added, 79 removed, 398 unchanged (28% of the section changed)

4 unchanged sentences

For the Quarter Ended

For the Twenty-six

For the Thirty-Nine Weeks

Cost of sales

49 unchanged sentences

Other accrued expenses

Income taxes payable

TOTAL CURRENT LIABILITIES

7 unchanged sentences

STOCKHOLDERS’ EQUITY:

Class A Common Stock, convertible to Common Stock on a per share basis, cumulative voting rights of ten votes per share, $ .

0 1 par value;

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

Common Stock, non-cumulative

voting rights of one vote per share, $ .

0 1 par value;

voting rights of one vote per share, $ .01 par value;

17,000,000 shares authorized, 8,988,812 , 8,939,890 and 8,939,390 shares issued

6 unchanged sentences

TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY

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

The accompanying unaudited notes are

an integral part of these consolidated financial statements.

SANFILIPPO & SON, INC.

13 unchanged sentences

Balance, December 24, 2020

Cash dividends ($ 2.50 per share)

Pension liability amortization, net of income tax expense of $ 104

Equity award exercises , net of shares withheld for employee taxes

Stock-based compensation expense

Balance, March 25, 2021

Class A Common

11 unchanged sentences

Balance, December 26, 2019

Pension liability amortization, net of income tax expense of $ 86

Equity award exercises , net of shares withheld for employee taxes

Stock-based compensation expense

Balance, March 26, 2020

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

2 unchanged sentences

(Dollars in thousands)

For the Twenty-six Weeks Ended

For the Thirty-Nine

CASH FLOWS FROM OPERATING ACTIVITIES:

1 unchanged sentence

Gain on disposition of assets, net

Deferred income tax (benefit) expense

Deferred income tax expense (benefit)

Stock-based compensation expense

19 unchanged sentences

Net cash used in financing activities

NET INCREASE (DECREASE) IN CASH

NET DECREASE IN CASH

Cash, beginning of period

14 unchanged sentences

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

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

References herein to the first half or first twenty-six

weeks of fiscal 2021 and fiscal 2020 are to the twenty-six

weeks ended December 24, 2020 and December 26, 2019, respectively.

References herein to the third quarter of fiscal 2021 and fiscal 2020 are to the quarters ended March 25, 2021 and March 26, 2020, respectively.

References herein to the first three quarters or first thirty-nine weeks of fiscal 2021 and fiscal 2020 are to the thirty-nine weeks ended March 25, 2021 and March 26, 2020, 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

These nuts are sold under our Fisher

, Orchard Valley Harvest

, Squirrel Brand

, Southern Style Nuts

and Sunshine Country

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.

brand names and under a variety of private brands.

Our products are sold through three primary distribution channels, including food retailers in the consumer channel, commercial ingredient users and contract packaging customers.

The accompanying unaudited financial statements fairly present the consolidated statements of comprehensive income, consolidated balance sheets, consolidated statements of stockholders’ equity and consolidated statements of cash flows, and reflect all adjustments, consisting only of normal recurring adjustments which are necessary for the fair statement of the results of the interim periods.

20 unchanged sentences

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 ultimate cost of these programs is dependent on certain factors such as actual purchase volumes or customer activities and is dependent on significant management judgment when determining estimates.

The Company accounts for these programs as variable consideration and recognizes a reduction in revenue (and a corresponding reduction in the transaction price) in the same period as the underlying program based upon the terms of the specific arrangements.

16 unchanged sentences

For the Quarter Ended

For the Twenty-six Weeks Ended

For the Thirty-Nine

Distribution Channel

36 unchanged sentences

For the Quarter Ended

For the Twenty-six Weeks Ended

For the Thirty-nine

Operating lease costs (a)

4 unchanged sentences

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

For the Twenty-six Weeks Ended

For the Thirty-nine

Operating cash flows information:

3 unchanged sentences

Weighted Average Discount Rate

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

Maturities of operating lease liabilities as of March 25, 2021 are as follows:

Fiscal year ending

June 24, 2021 (excluding the twenty-six

weeks ended December 24, 2020)

June 24, 2021 (excluding the thirty-nine weeks ended March 25, 2021)

June 30, 2022

6 unchanged sentences

Present value of operating lease liabilities

At December 24, 2020, the Company has one additional operating lease of approximately $ 83 that has not yet commenced and therefore is not reflected in the Consolidated Balance Sheet and tables above.

The lease is scheduled to

commence in the third quarter of fiscal 2021 with an initial lease term of 5 years.

Lessor Accounting

9 unchanged sentences

For the Quarter ended

For the Twenty-six weeks ended

For the Thirty-nine

Lease income related to lease payments

2 unchanged sentences

Fiscal year ending

June 24, 2021 (excluding the twenty-six

weeks ended December 24, 2020)

June 24, 2021 (excluding the thirty-nine weeks ended March 25, 2021)

June 30, 2022

17 unchanged sentences

and Southern Style Nuts

Total amortization expense related to intangible assets, which is a component of Administrative expense, was $ 579 and $ 1,157 for the quarter and twenty-six

weeks ended December 24, 2020, respectively.

Total amortization expense related to intangible assets, which is recorded within Administrative expense, was $ 504 and $ 1,661 for the quarter and thirty-nine weeks ended March 25, 2021, respectively.

Amortization expense for the remainder of fiscal 2021 is expected to be approximately $ 504 and expected amortization expense the next five fiscal years is as follows:

5 unchanged sentences

June 25, 2026

Our net goodwill of $ 9,650 relates entirely to the Squirrel Brand acquisition (the “Acquisition”) completed in the second quarter of fiscal 2018.

There was no change in the carrying amount of goodwill during the twenty-six

weeks ended December 24, 2020.

Our net goodwill of $ 9,650 relates entirely to the Squirrel Brand acquisition completed in the second quarter of fiscal 2018.

There was no change in the carrying amount of goodwill during the thirty-nine weeks ended March 25, 2021.

Note 6 – Credit Facility

1 unchanged sentence

The Credit Facility is secured by substantially all our assets other than machinery and equipment, real property and fixtures.

At December 24, 2020, we had $ 105,146 of available credit under the Credit Facility which reflects borrowings of $ 9,169 and reduced availability as a result of $ 3,185 in outstanding letters of credit.

As of December 24, 2020, we were in compliance with all financial covenants under the Credit Facility and Mortgage Facility (as defined below).

At March 25, 2021, we had $ 88,310 of available credit under the Credit Facility which reflects borrowings of $ 26,005 and reduced availability as a result of $ 3,185 in outstanding letters of credit.

As of March 25, 2021, we were in compliance with all financial covenants under the Credit Facility and Mortgage Facility (as defined below).

Note 7 – Earnings Per Common Share

1 unchanged sentence

For the Quarter Ended

For the Twenty-six Weeks Ended

For the Thirty-Nine Weeks

Weighted average number of shares outstanding – basic

Effect of dilutive securities:

Restricted stock units

Stock options and restricted stock units

Weighted average number of shares outstanding – diluted

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

The following table presents a summary of anti-dilutive awards excluded from the computation of diluted earnings per share:

For the Quarter Ended

For the Thirty-Nine Weeks

Weighted average number of anti-dilutive awards:

Weighted average exercise price per award:

Note 8 – Stock-Based Compensation Plans

During the second quarter of fiscal 2021, there were 54,966 restricted stock units (“RSUs”) awarded to employees and non-employee

members of the Board of Directors.

The vesting period is generally three years for awards to employees and one year for awards to non-employee

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

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

The following is a summary of restricted stock unit (“RSU”) activity for the first thirty-nine weeks of fiscal 2021:

Restricted Stock Units

Weighted Average

Average Grant

Date Fair Value

Outstanding at June 25,

Outstanding at December 24, 2020

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

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

Outstanding at March 25, 2021

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

At March 25, 2021, there are 47,127 RSUs outstanding that are 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

For the Thirty-Nine

Stock-based compensation expense

As of December 24, 2020, there was $ 5,406 of total unrecognized compensation expense related to non-vested

As of March 25, 2021, there was $ 4,602 of total unrecognized compensation expense related to non-vested

RSUs granted under our stock-based compensation plans.

6 unchanged sentences

For the Quarter Ended

For the Twenty-six Weeks Ended

For the Thirty-Nine

Interest cost

4 unchanged sentences

Note 10 – Accumulated Other Comprehensive Loss

The table below sets forth the changes to accumulated other comprehensive loss (“AOCL”) for the twenty-six

weeks ended December 24, 2020 and December 26, 2019.

The table below sets forth the changes to accumulated other comprehensive loss (“AOCL”) for the thirty-nine weeks ended March 25, 2021 and March 26, 2020.

These changes are all related to our defined benefit pension plan.

For the Twenty-Six Weeks Ended

For the Thirty-Nine

Changes to AOCL (a)

6 unchanged sentences

Amounts in parenthesis indicate debits/expense.

The reclassifications out of AOCL for the quarter and twenty-six

weeks ended December 24, 2020 and December 26, 2019 were as follows:

For the Quarter Ended

For the Twenty-six Weeks Ended

Affected line item

in the Consolidated

The reclassifications out of AOCL for the quarter and thirty-nine weeks ended March 25, 2021 and March 26, 2020 were as follows:

Affected line

the Consolidated

Statements of

Comprehensive Income

Comprehensive

Reclassifications from AOCL to earnings (b)

For the Quarter Ended

For the Thirty-Nine Weeks

Amortization of defined benefit pension items:

12 unchanged sentences

Unfavorable outcomes could include substantial monetary damages in excess of any appropriate accruals, which management has established.

Were such unfavorable final outcomes to occur, there exists the possibility of a material adverse effect on our financial position, results of operations and cash flows.

Where 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

16 unchanged sentences

Late in the second quarter of fiscal 2020, the employment of this executive officer with the Company ceased.

He is no longer considered a related party, and therefore the outstanding balance on the Promissory Note is not reflected as related party debt on our Consolidated Balance Sheet for any periods presented.

There was no related party interest paid to this former executive officer during the twenty-six

weeks ended December 24, 2020, and interest paid while the former executive officer was a related party was $ 57 and $ 127 for the quarter and twenty-six

weeks ended December 26, 2019, respectively.

He is no longer considered a related party, and therefore the outstanding bala n

ce on the Promissory Note is not reflected as related party debt on our Consolidated Balance Sheet for any periods presented.

There was no related party interest paid to this former executive officer during the thirty-nine weeks ended March 25

, 2021 or the quarter ended March 26

Interest paid while the former executive officer was a related party was $ 127 for the thirty-nine weeks ended March 26

Note 14 – Garysburg, North Carolina Facility

4 unchanged sentences

After evaluating our options with regard to our peanut production operations, the Company currently plans to cease all operations permanently at the Garysburg facility.

We completed shelling of the 2019 peanut crop during the

second quarter of this fiscal year and the facility will continue to be used to store and ship inshell peanuts through the remainder of fiscal 2021.

We completed shelling of the 2019 peanut crop during the second quarter of this fiscal year and the facility will continue to be used to store and ship inshell peanuts through the remainder of fiscal 2021.

During fiscal 2020 we manufactured and sold approximately 6 million pounds of inshell peanuts from this facility and plan to discontinue that product line at the end of the current fiscal year.

We also expect to spend the remainder of the 2021 fiscal year cleaning and preparing the facility for sale or other utilization in our operations.

Employee separation and related closure costs were immaterial for all periods presented.

We have adequate property damage and business interruption insurance in respect to this event, subject to applicable deductibles.

Insurance claims have been filed under our property damage and business interruption policies.

Insurance proceeds totaling

were received from the insurance carrier in fiscal 2020, and a receivable of

for the estimated final payment was recorded in the current second quarter.

Insurance proceeds totaling $ 2,934 were received from the insurance carrier in fiscal 2020, and the final payment of $ 2,730 was received during the current third quarter.

Insurance proceeds received for damage to capital equipment are recorded as investing activities on the Consolidated Statements of Cash Flows when received.

28 unchanged sentences

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

Note 16 – Subsequent Event

On January 27, 2021

, our Board of Directors declared a special cash dividend of $ 2.50 per share on all issued and outstanding shares of Common Stock and Class A Stock of the Company (the “January 2021 Dividends”).

The January 2021 Dividends will be paid on March 16, 2021 to stockholders of record as of the close of business on February 26, 2021 .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements