What changed in this filing

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Item 1. Financial Statements

2022-04-27 compared with 2022-01-27 · 64 added, 55 removed, 378 unchanged (24% of the section changed)

4 unchanged sentences

For the Quarter Ended

For the Twenty-six

For the Thirty-Nine Weeks

Cost of sales

51 unchanged sentences

Other accrued expenses

Income taxes payable

TOTAL CURRENT LIABILITIES

35 unchanged sentences

Balance, December 23, 2021

Pension liability amortization, net of income tax expense of $ 94

Equity award exercises, net of shares withheld for employee taxes

Stock-based compensation expense

Balance, March 24, 2022

Class A Common

10 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

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 Weeks Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

1 unchanged sentence

Gain on disposition of assets, net

Deferred income tax expense (benefit)

Deferred income tax expense

Stock-based compensation expense

6 unchanged sentences

Other long-term assets and liabilities

Net cash provided by operating activities

Net cash (used in) provided by operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property, plant and equipment

Proceeds from insurance recoveries

Proceeds from dispositions of assets, net

Proceeds from the sale of life insurance policies

Net cash used in investing activities

5 unchanged sentences

Taxes paid related to net share settlement of equity awards

Net cash used in financing activities

NET INCREASE IN CASH

Net cash provided by (used in) financing activities

NET DECREASE IN CASH

Cash, beginning of period

12 unchanged sentences

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.

References herein to the third quarter of fiscal 2022 and fiscal 2021 are to the quarters ended March 24, 2022 and March 25, 2021, respectively.

References herein to the first three quarters or first thirty-nine weeks of fiscal 2022 and fiscal 2021 are to the thirty-nine weeks ended March 24, 2022 and March 25, 2021, respectively.

We are one of the leading processors and distributors of peanuts, pecans, cashews, walnuts, almonds, and other nuts in the United States.

18 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.

25 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 Weeks Ended

Operating lease costs (a)

3 unchanged sentences

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

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

For the Thirty-Nine Weeks Ended

March 24, 2022

March 25, 2021

Operating cash flows information:

3 unchanged sentences

Weighted Average Discount Rate

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

Maturities of operating lease liabilities as of March 24, 2022 are as follows:

Fiscal year ending

June 30, 2022 (excluding the twenty-six

weeks ended December 23, 2021)

June 30, 2022 (excluding the thirty-nine weeks ended March 24, 2022)

June 29, 2023

3 unchanged sentences

June 24, 2027

Total lease payment

Total lease payments

Less imputed interest

Present value of operating lease liabilities

At March 24, 2022, the Company has additional operating leases of approximately $ 670 that have not yet commenced and therefore are not reflected in the Consolidated Balance Sheet and tables above.

The leases are scheduled to commence in the fourth quarter of fiscal 2022 or early fiscal 2023 with an initial lease term ranging from 3 to 5 years.

Lessor Accounting

We lease office space in our four-story office building located in Elgin, Illinois.

As a lessor, we retain substantially all of the risks and benefits of ownership of the investment property and under Topic 842 we continue to account for all of our leases as operating leases.

As a lessor, we retain substantially all of the risks and benefits of ownership of the investment property and under Topic 842:

Leases we continue to account for all of our leases as operating leases.

Lease agreements may include options to renew.

6 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 30, 2022 (excluding the twenty-six

weeks ended December 23, 2021)

June 30, 2022 (excluding the thirty-nine weeks ended March 24, 2022)

June 29, 2023

5 unchanged sentences

Inventories consist of the following:

March 24, 2022

June 24, 2021

March 25, 2021

Raw material and supplies

3 unchanged sentences

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

March 24, 2022

June 24, 2021

March 25, 2021

Customer relationships

5 unchanged sentences

and Southern Style Nuts

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.

Total amortization expense related to intangible assets, which is a component of “Administrative expenses” on the Consolidated Statements of Comprehensive Income, was $ 444 and $ 1,452 for the quarter and thirty-nine weeks ended March 24, 2022, respectively.

Amortization expense for the remainder of fiscal 2022 is expected to be approximately $ 444 and expected amortization expense the next five fiscal years is as follows:

5 unchanged sentences

June 24, 2027

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.

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

There was no change in the carrying amount of goodwill during the thirty-nine weeks ended March 24, 2022.

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 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.

At March 24, 2022, we had $ 47,352 of available credit under the Credit Facility which reflects borrowings of $ 65,863 and reduced availability as a result of $ 4,285 in outstanding letters of credit.

As of March 24, 2022, 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

For the Twenty-six Weeks

For the Thirty-Nine

Weighted average number of shares outstanding – basic

4 unchanged sentences

Note 8 – 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:

The following is a summary of restricted stock unit (“RSU”) activity for the first thirty-nine weeks of fiscal 2022:

Restricted Stock Units

Average Grant

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.

Outstanding at March 24, 2022

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

At March 24, 2022, there are 23,246 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

For the Thirty-Nine

Stock-based compensation expense

As of December 23, 2021, there was $ 6,064 of total unrecognized compensation expense related to non-vested

As of March 24, 2022, there was $ 5,132 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

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 23, 2021 and December 24, 2020.

The table below sets forth the changes to accumulated other comprehensive loss (“AOCL”) for the thirty-nine weeks ended March 24, 2022 and March 25, 2021.

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

For the Twenty-Six Weeks Ended

Changes to AOCL (a)

For the Thirty-Nine Weeks Ended

Balance at beginning of period

4 unchanged sentences

Amounts in parenthesis indicate debits/expense.

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

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

The reclassifications out of AOCL for the quarter and thirty-nine weeks ended March 24, 2022 and March 25, 2021 were as follows:

Affected line

2 unchanged sentences

Comprehensive

Reclassifications from AOCL to earnings (b)

For the Quarter Ended

For the Twenty-six

For the Thirty-Nine

Reclassifications from AOCL to earnings (b)

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:

Carrying value of long-term debt:

Fair value of long-term debt:

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.

Carrying value of current and long-term debt:

Fair value of current and long-term debt:

The estimated fair value of our current and 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.

17 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