What changed in this filing

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Item 1. Financial Statements

2022-01-27 compared with 2021-10-27 · 90 added, 92 removed, 343 unchanged (35% of the section changed)

4 unchanged sentences

For the Quarter Ended

September 23,

September 24,

For the Twenty-six

Cost of sales

13 unchanged sentences

Other comprehensive income:

Amortization of prior service cost and actuarial loss included in net periodic cost

Amortization of prior service cost and actuarial loss included in net periodic pension cost

Income tax expense related to pension adjustments

7 unchanged sentences

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

September 23,

September 24,

CURRENT ASSETS:

18 unchanged sentences

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

September 23,

September 24,

LIABILITIES & STOCKHOLDERS’ EQUITY

6 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, 9,044,960 , 8,988,812 and 8,983,588 shares issued

18 unchanged sentences

Balance, September 23, 2021

Pension liability amortization, net of income tax expense of $ 95

Equity award exercises, net of shares withheld for employee taxes

Stock-based compensation expense

Balance, December 23, 2021

Class A Common

Comprehensive

Balance, June 25, 2020

1 unchanged sentence

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

Equity award exercises, net of shares withheld for employee taxes

Equity award exercises

Stock-based compensation expense

Balance, September 24, 2020

Pension liability amortization, net of income tax expense of $ 103

Equity award exercises , net of shares withheld for employee taxes

Stock-based compensation expense

Balance, December 24, 2020

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

2 unchanged sentences

(Dollars in thousands)

For the Quarter Ended

September 23,

September 24,

For the Twenty-six Weeks Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

13 unchanged sentences

Purchases of property, plant and equipment

Proceeds from disposition of assets, net

Proceeds from dispositions of assets, net

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Net short-term borrowings

Net short-term borrowings (repayments)

Principal payments on long-term debt

Decrease in bank overdraft

Increase (decrease) in bank overdraft

Dividends paid

Taxes paid related to net share settlement of equity awards

Net cash provided by (used in) financing activities

NET DECREASE IN CASH

Net cash used in financing activities

NET INCREASE IN CASH

Cash, beginning of period

11 unchanged sentences

Additional information on the comparability of the periods presented is as follows:

References herein to fiscal 2022 and fiscal 2021 are to the 53-week

fiscal year ending June 30, 2022 and the 52-week

fiscal year ended June 24, 2021, respectively.

References herein to the first quarter of fiscal 2022 and fiscal 2021 are to the quarters ended September 23, 2021 and September 24, 2020, respectively.

References herein to fiscal 2022 and fiscal 2021 are to the 53 week fiscal year ending June 30, 2022 and the 52 week fiscal year ended June 24, 2021, respectively.

References herein to the second quarter of fiscal 2022 and fiscal 2021 are to the quarters ended December 23, 2021 and December 24, 2020, respectively.

References herein to the first half or first twenty-six

weeks of fiscal 2022 and fiscal 2021 are to the twenty-six

weeks ended December 23, 2021 and December 24, 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,

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 our brand names and under private brands.

brand names and under a variety of private brands.

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, snack and trail mixes, snack bites, sunflower kernels, dried fruit, corn snacks, chickpea snacks, sesame sticks and other sesame snack products under our brand names and under 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.

12 unchanged sentences

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.

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.

5 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.

11 unchanged sentences

Conversely, if the measure of the remaining performance obligations exceeds the measure of the remaining rights, the Company records a contract liability.

The contract asset balance at September 23, 2021 was $ 58 and is recorded in the caption “Prepaid expenses and other current assets” on the Consolidated Balance Sheets.

The contract asset balance at June 24, 2021 and September 24, 2020 was $ 74 and $ 57 , respectively.

The contract asset balance at June 24, 2021 was $ 74 and was recorded in the caption “Prepaid expenses and other current assets” on the Consolidated Balance Sheets.

There was no contract asset balance for the other periods presented.

The Company generally does not have material deferred revenue or contract liability balances arising from transactions with customers.

2 unchanged sentences

For the Quarter Ended

For the Twenty-six Weeks Ended

Distribution Channel

September 23,

September 24,

Commercial Ingredients

23 unchanged sentences

assets and liabilities:

September 23,

September 24,

Affected Line Item in

1 unchanged sentence

Operating lease right-of-use

Operating lease right-of-use assets

Total lease right-of-use

5 unchanged sentences

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

Quarter ended

September 23,

Quarter ended

September 24,

For the Quarter Ended

For the Twenty-six Weeks Ended

Operating lease costs (a)

4 unchanged sentences

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

Quarter ended

September 23,

Quarter ended

September 24,

For the Twenty-six Weeks Ended

Operating cash flows information:

Cash paid for amounts included in measurements for lease liabilities

assets obtained in exchange for new operating lease obligations

September 23,

September 24,

Right-of-use assets obtained in exchange for new operating lease obligations

Weighted Average Remaining Lease Term (in years)

Weighted Average Discount Rate

Maturities of operating lease liabilities as of September 23, 2021 are as follows:

Maturities of operating lease liabilities as of December 23, 2021 are as follows:

Fiscal year ending

June 30, 2022 (excluding the quarter ended September 23, 2021)

June 30, 2022 (excluding the twenty-six

weeks ended December 23, 2021)

June 29, 2023

16 unchanged sentences

Leasing revenue is as follows:

Quarter Ended

September 23, 2021

Quarter Ended

September 24, 2020

For the Quarter ended

For the Twenty-six weeks ended

Lease income related to lease payments

The future minimum, undiscounted fixed cash flows under

non-cancelable

The future minimum, undiscounted fixed cash flows under non-cancelable

tenant operating leases for each of the next five years and thereafter is presented below.

Fiscal year ending

June 24, 2022 (excluding the quarter ended September 23, 2021)

June 30, 2022 (excluding the twenty-six

weeks ended December 23, 2021)

June 29, 2023

5 unchanged sentences

Inventories consist of the following:

September 23,

September 24,

Raw material and supplies

3 unchanged sentences

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

September 23,

September 24,

Customer relationships

5 unchanged sentences

and Southern Style Nuts

brand names .

Total amortization expense related to intangible assets, which is a component of Administrative expense, was $ 504 for the quarter ended September 23, 2021.

Amortization expense for the remainder of fiscal 2022

is expected to be approximately $ 1,392 , and expected amortization expense for the next five fiscal years is as follows:

Total amortization expense related to intangible assets, which is a component of “Administrative expenses” on the Consolidated Statements of Comprehensive Income, was $ 504 and $ 1,008 for the quarter and twenty-six

weeks ended December 23, 2021, respectively.

Amortization expense for the remainder of fiscal 2022 is expected to be approximately $ 888 and expected amortization expense the next five fiscal years is as follows:

Fiscal year ending

4 unchanged sentences

June 24, 2027

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 quarter ended September 23, 2021.

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 twenty-six

weeks ended December 23, 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 September 23, 2021, we had $ 67,950 of available credit under the Credit Facility which reflects borrowings of $ 45,264 and reduced availability as a result of $ 4,286 in outstanding letters of credit.

As of September 23, 2021, we were in compliance with all financial covenants under the Credit Facility and Mortgage Facility.

At December 23, 2021, we had $ 77,330 of available credit under the Credit Facility which reflects borrowings of $ 35,885 and reduced availability as a result of $ 4,285 in outstanding letters of credit.

As of December 23, 2021, we were in compliance with all financial covenants under the Credit Facility and Mortgage Facility.

Note 7 – Earnings Per Common Share

1 unchanged sentence

For the Quarter Ended

September 23,

September 24,

For the Twenty-six Weeks

Weighted average number of shares outstanding – basic

Effect of dilutive securities:

Stock options and restricted stock units

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 either period presented.

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 quarter ended September 23, 2021 there was no significant restricted stock unit activity.

Compensation expense attributable to stock-based compensation during the first quarter of fiscal 2022 and fiscal 2021 was $ 703 and $ 622 , respectively.

As of September 23, 2021, there was $ 3,067 of total unrecognized compensation cost related to non-vested,

share-based compensation arrangements granted under our stock-based compensation plans.

During the second quarter of fiscal 2022, there were 53,524 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

The following is a summary of RSU activity for the first half of fiscal 2022:

Restricted Stock Units

Date Fair Value

Outstanding at June 24, 2021

Outstanding at December 23, 2021

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

At December 23, 2021, there were 23,356 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

Stock-based compensation expense

As of December 23, 2021, there was $ 6,064 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 1.9 years.

5 unchanged sentences

For the Quarter Ended

September 23,

September 24,

For the Twenty-six

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 quarter ended September 23, 2021 and September 24, 2020.

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

weeks ended December 23, 2021 and December 24, 2020.

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

For the Twenty-Six Weeks Ended

Changes to AOCL (a)

For the Quarter Ended

September 23,

September 24,

Balance at beginning of period

4 unchanged sentences

Amounts in parenthesis indicate debits/expense.

The reclassifications out of AOCL for the quarter ended September 23, 2021 and September 24, 2020 were as follows:

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

weeks ended December 23, 2021 and December 24, 2020 were as follows:

Affected line

the Consolidated

Statements of

Comprehensive

Reclassifications from AOCL to earnings (b)

For the Quarter Ended

Affected line item in the

Consolidated Statements of

Comprehensive Income

September 23,

September 24,

For the Twenty-six

Amortization of defined benefit pension items:

24 unchanged sentences

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

September 23,

September 24,

Carrying value of long-term debt:

6 unchanged sentences

We completed shelling of the 2019 peanut crop during the second quarter of fiscal 2021 and the facility was used to store and ship inshell peanuts through the remainder of fiscal 2021, at which time the Company decided to permanently cease all operations at the Garysburg facility.

During the first quarter of fiscal 2022 we sold the Garysburg property and remaining equipment located at the property to a third party for $ 4,000 , subject to customary adjustments to reflect closing costs.

which resulted in a $ 2,349 gain.

Note 14 – Recent Accounting Pronouncements

11 unchanged sentences

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