Item 8 — Financial Statements and Supplementary Data
−Removed: Report of Independent Registered Public Accounting Firm
+Added: Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )
To the Board of Directors and Stockholders of John B.
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and its subsidiaries (the “Company”) as of June 30, 2022 and June 24, 2021, and the related consolidated statements of comprehensive income, of stockholders’ equity and of cash flows, for each of the three years in the period ended June 30, 2022, including the related notes (collectively referred to as the “consolidated financial statements”).
−Removed: We also have audited the Company’s internal control over financial reporting as of June 24, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
+Added: We also have audited the Company’s internal control over financial reporting as of June 30, 2022, based on criteria established in
+Added: Internal Control—Integrated Framework
+Added: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2022 and June 24, 2021, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2022 in conformity with accounting principles generally accepted in the United States of America.
−Removed: Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 24, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
−Removed: Change in Accounting Principle
−Removed: As discussed in Note 3 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in fiscal 2020.
+Added: Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2022, based on criteria established in
+Added: Internal Control—Integrated Framework
+Added: (2013) issued by the COSO.
Basis for Opinions
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As described in Note 14 to the consolidated financial statements, the Company’s projected benefit obligation related to the SERP is $29.5 million as of June 30, 2022.
−Removed: The SERP is an unfunded, non-qualified
+Added: The SERP is an unfunded,
+Added: non-qualified
benefit plan that will provide eligible participants with monthly benefits upon retirement, disability or death, subject to certain conditions.
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Intangible assets, net
−Removed: Cash surrender value of officers’ life insurance and other assets
+Added: Life insurance and other assets
Deferred income taxes
22 unchanged sentences
STOCKHOLDERS’ EQUITY:
−Removed: Class A Common Stock, convertible to Common Stock on a per share basis, cumulative voting rights of ten votes per share, $ .01
−Removed: shares authorized, 2,597,426
−Removed: shares issued and outstanding
+Added: Class A Common Stock, convertible to Common Stock on a per share basis, cumulative voting rights of ten votes per share, $ .01 par value;
+Added: 10,000,000 shares authorized, 2,597,426 shares issued and outstanding
Common Stock, non-cumulative
voting rights of one vote per share, $ .01 par value;
−Removed: 17,000,000 shares authorized, 8,988,812
−Removed: and 8,939,890
−Removed: shares issued, respectively
+Added: 17,000,000 shares authorized, 9,047,359 and 8,988,812 shares issued, respectively
Capital in excess of par value
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Administrative expenses
+Added: Gain on sale of facility, net
Total operating expenses
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Rental and miscellaneous expense, net
−Removed: Other expense
+Added: Pension expense (excluding service costs)
Total other expense, net
1 unchanged sentence
Income tax expense
−Removed: Other comprehensive loss, net of tax:
+Added: Other comprehensive income (loss), net of tax:
Amortization of prior service cost and actuarial loss included in net periodic pension cost
−Removed: Net actuarial loss arising during the period
−Removed: Other comprehensive loss, net of tax
+Added: Net actuarial gain (loss) arising during the period
+Added: Other comprehensive income (loss), net of tax
Comprehensive income
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Balance, June 27, 2019
−Removed: Cash dividends ($ 2.55 per common share)
−Removed: Pension liability amortization, net of income tax expense of $ 274
−Removed: Pension liability adjustment, net of income tax benefit of $ 675
+Added: Cash dividends ($ 6.00 per common
+Added: Pension liability amortization, net of
+Added: income tax expense
+Added: Pension liability adjustment, net of
+Added: income tax benefit
Equity award exercises, net of shares withheld for employee taxes
+Added: Impact of adopting ASU 2018-02
Stock-based compensation expense
Balance, June 25, 2020
−Removed: Cash dividends ($ 6.00 per common share)
−Removed: Pension liability amortization, net of income tax expense of $ 358
−Removed: Pension liability adjustment, net of income tax benefit of $ 1,527
+Added: Cash dividend
+Added: s ($ 5.00 per common
+Added: Pension liability amortization, net of
+Added: income tax expense of
+Added: Pension liability adjustment, net of
+Added: income tax benefit o
Equity award exercises, net of shares withheld for employee taxes
−Removed: Impact of adopting ASU 2018-02
Stock-based compensation expense
Balance, June 24, 2021
−Removed: Cash dividends ($ 5.00 per common share)
−Removed: Pension liability amortization, net of income tax expense of $ 432
−Removed: Pension liability adjustment, net of income tax benefit of $ 571
+Added: Cash dividend
+Added: s ($ 3.00 per common
+Added: Pension liability amortization, net of
+Added: income tax expense
+Added: Pension liability adjustment, net of
+Added: income tax expense o
Equity award exercises, net of shares withheld for employee taxes
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Gain on disposition of properties, net
−Removed: Deferred income tax expense (benefit)
+Added: Deferred income tax expense
Stock-based compensation expense
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Proceeds from insurance recoveries
+Added: Proceeds from dispositions of assets, net
+Added: Proceeds from the sale of life insurance policies
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
−Removed: Net short-term (repayments) borrowings
+Added: Net short-term borrowings (repayments)
Debt issue costs
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Net cash used in financing activities
−Removed: NET (DECREASE) INCREASE IN CASH
+Added: NET DECREASE IN CASH
Cash, beginning of period
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weeks (four thirteen-week quarters).
+Added: However, the fiscal year ended June 30, 2022 consisted of fifty-three weeks with our fourth quarter containing fourteen weeks.
The accompanying consolidated financial statements and related footnotes are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
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These nuts are sold under our Fisher, Orchard Valley Harvest,
−Removed: Squirrel Brand, Southern Style Nuts
−Removed: and Sunshine Country
+Added: Squirrel Brand
+Added: and Southern Style Nuts
brand names and under a variety of private brands.
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Significant estimates include reserves for customer deductions, the quantity of bulk inventories, the evaluation of recoverability of long-lived assets and the assumption used in estimating the annual discount rate utilized in determining the retirement plan liability.
−Removed: Actual results could differ from those estimates, particularly due to any further impact of COVID-19
−Removed: and its variants on the Company and its customers.
+Added: Actual results could differ from those estimates.
Accounts Receivable
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Estimated Useful Lives
+Added: 10 to 40 years
Machinery and equipment
+Added: 5 to 10 years
Furniture and leasehold improvements
+Added: 5 to 10 years
Computers and software
+Added: 3 to 10 years
No interest costs were capitalized for the last three fiscal years due to the lack of any significant project requiring such capitalization.
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Segment Reporting
−Removed: We operate in a single
−Removed: reporting unit and operating segment that consists of selling various nut and nut related products through three distribution channels.
+Added: We operate in a single reporting unit and operating segment that consists of selling various nut and nut related products through three distribution channels.
Impairment of Long-Lived Assets
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The following table summarizes the carrying value and fair value estimate of our current and long-term debt, excluding unamortized debt issuance costs:
−Removed: Carrying value of long-term debt:
−Removed: Fair value of long-term debt:
−Removed: The estimated fair value of 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.
+Added: Carrying value of current and long-term debt:
+Added: Fair value of current and long-term debt:
+Added: 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.
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Marketing and Advertising Costs
−Removed: Marketing and advertising costs, including consumer insight research and related consulting expenses, are incurred to promote and support branded products in the consumer distribution channel.
+Added: Marketing and advertising costs, including consumer insight research and related consulting expenses, are incurred to promote and
+Added: support branded products primarily
+Added: in the consumer distribution channel.
These costs are generally expensed as incurred, recorded in selling expenses and were as follows for the last three fiscal years:
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The following recent accounting pronouncements have been adopted in the current fiscal year:
−Removed: In August 2018, the FASB issued ASU No.
−Removed: “ Intangibles – Goodwill and Other – Internal-Use
−Removed: Software (Subtopic 350-40):
−Removed: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract
−Removed: The amendments in this Update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use
−Removed: software (and hosting arrangements that include an internal use software license).
−Removed: was adopted using the prospective method in the first quarter of fiscal 2021 and did not have a material impact on our Consolidated Financial Statements.
−Removed: In August 2018, the FASB issued ASU No.
−Removed: “ Compensation – Retirement Benefits – Defined Benefit Plans – General (Subtopic 715-20):
−Removed: Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans
−Removed: The amendments in this Update modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans.
−Removed: The amendments in this Update remove disclosures that no longer are considered cost beneficial, clarify the specific requirements of disclosures, and add disclosure requirements identified as relevant.
−Removed: was adopted on a retrospective basis to all periods presented in the first quarter of fiscal 2021 and did not have a material impact on our Consolidated Financial Statements.
−Removed: In January 2017, the FASB issued ASU No.
−Removed: “Intangibles—Goodwill and Other (Topic 350):
−Removed: Simplifying the Test for Goodwill Impairment”.
−Removed: The amendments in this Update eliminate the need for entities to calculate the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination, commonly referred to as “Step 2”.
−Removed: Under this amendment, an entity will perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount.
−Removed: An impairment charge is recognized for the amount by which the carrying value exceeds the reporting unit’s fair value.
−Removed: was adopted in the first quarter of fiscal 2021 and did not have a material impact on our Consolidated Financial Statements.
−Removed: In June 2016, the FASB issued ASU No.
−Removed: “ Financial Instruments—Credit Losses (Topic 326):
−Removed: Measurement of Credit Losses on Financial Instruments
−Removed: The main objective of this Update is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date.
−Removed: The amendments in this Update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.
−Removed: was adopted using a modified retrospective transition method in the first quarter of fiscal 2021 and did not have a material impact on our Consolidated Financial Statements.
−Removed: In August 2020, the SEC issued Release No.
−Removed: Modernization of Regulation S-K
−Removed: Items 101, 103 and 105,
−Removed: which modernizes the description of business, legal proceedings and risk factor disclosures.
−Removed: These rules amend certain SEC disclosure requirements to improve disclosure for investors and to simplify compliance for registrants, including new requirements for human capital disclosures and a summary of risk factors, if the page-length requirement for a summary is met.
−Removed: The Company has adopted the provisions of this new rule beginning with the 2021 Annual Report on Form 10-K.
−Removed: The adoption only impacted the Company’s disclosures and did not impact the consolidated financial statements.
−Removed: The following recent accounting pronouncements have not yet been adopted:
−Removed: In March 2020, the FASB issued ASU No.
−Removed: “ Reference Rate Reform (Topic 848)
−Removed: The amendments in this Update are elective and apply to all entities, subject to meeting certain criteria, that have contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform.
−Removed: The amendments in this Update provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.
−Removed: The amendments in this Update are effective upon issuance and can be taken at any point in time (at the beginning of an interim period) through December 31, 2022.
−Removed: We do not expect this accounting Update to have a material impact on our Consolidated Financial Statements.
In December 2019, the FASB issued ASU No.
−Removed: “ Income Taxes (Topic 740)
−Removed: 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.
−Removed: 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.
−Removed: Early adoption is permitted.
−Removed: This Update is effective for the Company beginning in fiscal 2022.
−Removed: We do not expect this accounting Update to have a material impact on our Consolidated Financial Statements.
+Added: “Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes”
+Added: The amendments in this Update were issued as part of FASB’s initiative to reduce complexity in accounting standards.
+Added: The amendments simplify the accounting for income taxes by removing certain exceptions in Topic 740 and improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance.
+Added: was adopted using a prospective method in the first quarter of fiscal 2022 and did not have a material impact on our Consolidated Financial Statements.
+Added: In October 2020, the FASB issued ASU No.
+Added: “Codification Improvements”
+Added: This ASU was issued to address a wide variety of topics in the Accounting Standard Codification with the intent to make the Codification easier to understand and apply by eliminating inconsistencies and providing clarifications.
+Added: was adopted in the first quarter of fiscal 2022 and did not have a material impact on our Consolidated Financial Statements.
+Added: In November 2020, the SEC issued Release No.
+Added: Amendments to Management’s Discussion and Analysis, Selected Financial Data, and Supplementary Financial Information,
+Added: which modernizes and simplifies Management’s Discussion and Analysis and certain financial disclosure requirements in SEC Regulation S-K.
+Added: These rules amend certain SEC disclosure requirements to eliminate duplicative disclosures and enhance MD&A disclosures for the benefit of investors, while simplifying compliance efforts for registrants.
+Added: The final rule eliminates S-K
+Added: Item 301, “Selected Financial Data”;
+Added: simplifies S-K
+Added: Item 302, “Supplementary Financial Information”;
+Added: and amends certain aspects of S-K
+Added: Item 303 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The Company has adopted the provisions of this new rule beginning with the 2022 Annual Report on Form 10-K.
+Added: The adoption only impacted the Company’s MD&A disclosures and did not impact the consolidated financial statements.
+Added: There are no recent accounting pronouncements that have not yet been adopted.
NOTE 2 — REVENUE RECOGNITION
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We grant payment terms consistent with industry standards.
−Removed: On a limited basis some payment terms may be extended, however, no payment terms beyond six months are granted at contract inception.
+Added: On a limited basis some payment terms may be extended;
+Added: however, no payment terms beyond six months are granted at contract inception.
The average customer payment is received within approximately 31 days of the invoice date.
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Conversely, if the measure of the remaining performance obligations exceeds the measure of the remaining rights, the Company records a contract liability.
−Removed: The contract asset balance at June 24, 2021 is $ 74 and is recorded in the caption “Prepaid expenses and other current assets” on the Consolidated Balance Sheets.
There was no contract asset balance at June 30, 2022.
+Added: The contract asset balance at June 24, 2021 was $ 74 and is 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.
−Removed: Contract Costs
+Added: C ontract Costs
The Company does not incur significant fulfillment costs requiring capitalization.
6 unchanged sentences
NOTE 3 — LEASES
−Removed: On June 28, 2019 we adopted ASU No.
−Removed: 2016-02, Leases (“Topic 842”) using
−Removed: the alternative transition method under ASU No.
+Added: In fiscal 2020 we adopted ASU No.
+Added: Leases (“Topic 842”) using the alternative transition method under ASU No.
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.
−Removed: 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.
−Removed: We did not elect the practical expedients regarding hindsight or land easements.
−Removed: 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.
−Removed: We utilized a portfolio approach to establish discount rates for leases that are similar.
−Removed: Discount rates ranging from 4.2 % to 5.8 % were used when determining the present value of future lease payments.
+Added: Upon adoption of the new standard, we recognized operating lease right-of-use
+Added: assets and liabilities on our Consolidated Balance Sheet of $ 5,361 and $ 5,320 respectively.
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.
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Our leases for warehouse transportation equipment generally require the equipment to be returned to the lessor in good working order.
−Removed: We determine if an arrangement is a lease at inception and analyze the lease to determine if it is operating or finance.
+Added: Through a review of our contracts, we
+Added: 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
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Our leases have remaining terms of up to 4.9 years.
−Removed: It is our accounting policy to not apply lease recognition requirements to short term leases, defined as leases with an initial term of 12 months or less.
+Added: It is our accounting policy not to apply lease recognition requirements to short term leases, defined as leases with an initial term of 12 months or less.
As such, leases with an initial term of 12 months or less are not recorded in the Consolidated Balance Sheet.
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June 24, 2021
+Added: June 25, 2020
Operating lease costs (a)
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Includes short-term leases which are immaterial.
−Removed: Variable lease costs consist of sales tax.
−Removed: Rental expense under operating leases agreements was $ 1,981 in fiscal year 2019.
+Added: Variable lease costs consist of sales tax and lease overtime charges.
Supplemental cash flow and other information related to leases was as follows:
−Removed: For the Year Ended
−Removed: June 24, 2021
−Removed: For the Year Ended
−Removed: June 25, 2020
Operating cash flows information:
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assets obtained in exchange for new operating lease obligations
−Removed: June 24, 2021
−Removed: June 25, 2020
Weighted Average Remaining Lease Term (in years)
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Present value of operating lease liabilities
+Added: At June 30, 2022, the Company has additional operating leases of approximately $ 830 that have not yet commenced and therefore are not reflected in the Consolidated Balance Sheet and tables above.
+Added: The leases are scheduled to commence in
+Added: the first half of
+Added: 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.
−Removed: 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.
+Added: As a lessor, we retain substantially all of the risks and benefits of ownership of the investment property and under Topic 842:
+Added: we continue to account for all of our leases as operating leases.
Lease agreements may include options to renew.
−Removed: We accrue fixed lease income on a straight-line
−Removed: basis over the terms of the leases.
+Added: We accrue fixed lease income on a straight-line basis over the terms of the leases.
There is generally no variable lease consideration and an immaterial amount of non-lease
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Leasing revenue is as follows:
−Removed: For the Year Ended
−Removed: June 24, 2021
−Removed: For the Year Ended
−Removed: June 25, 2020
Lease income related to lease payments
−Removed: Gross rental income was $ 1,978 in fiscal year 2019.
The future minimum, undiscounted fixed cash flows under non-cancelable
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The Amended and Restated Credit Agreement provides for a $ 117,500 senior secured revolving credit facility (the “Credit Facility”) with the same borrowing capacity, interest rates and applicable margin as the Former Credit Agreement and extends the term of the Former Credit Agreement from July 7, 2021 to March 5, 2025.
+Added: In addition, the Amended and Restated Credit Agreement included language for an alternate benchmark rate as an option as a replacement for LIBOR.
The Credit Facility is secured by substantially all our assets other than machinery and equipment, real property and fixtures.
−Removed: At June 24, 2021, the interest rate for the Credit Facility was at the Base Rate of 3.5 %.
−Removed: There were no borrowings under LIBOR contracts due to the low borrowing levels against the Credit Facility and projected positive cash flow for July.
At June 30, 2022, the weighted average interest rate for the Credit Facility was 3.41 %.
+Added: At June 24, 2021, the interest rate for the Credit Facility was at the Base Rate of 3.50 %.
The terms of the Credit Facility contain covenants that require us to restrict investments, indebtedness, acquisitions and certain sales of assets, cash dividends, redemptions of capital stock and prepayment of indebtedness (if such prepayment, among other things, is of a subordinate debt).
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Mortgage Facility (“Tranche B”), collateralized by real property, due in monthly installments of $ 57 including interest at 4.25 % per annum with a final payment due March 1, 2023
−Removed: Squirrel Brand Seller-Financed Note (“Promissory Note”), unsecured, due in monthly principal installments of $ 319 plus interest at 5.5 % per annum beginning in J anuary 20 18 through November 30, 2020
Selma, Texas facility financing obligation to related parties, due in monthly installments of $ 114 through September 1, 2026
−Removed: through September 1, 2026
Unamortized debt issuance costs
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The selling price was determined by an independent appraiser to be the fair market value which also approximated our carrying value.
−Removed: The lease for the Selma, Texas properties had an initial ten -year
+Added: The lease for the Selma, Texas properties had an initial
term at a fair market value rent with three five-year renewal options.
In September 2015, we signed a lease renewal which exercised two five-year renewal options and extended the term of our Selma lease to September 18, 2026.
−Removed: The lease extension also reduced the base monthly lease amount to $ 103 , beginning in September 2016.
−Removed: At the end of each five-year renewal option, the base monthly lease amounts are reassessed, and the monthly payments will increase to $ 114 beginning in September 2021.
+Added: The lease extension also reduced the base monthly lease amount to
+Added: 103 , beginning in September
+Added: At the end of each five-year renewal option, the base monthly lease amounts are reassessed, and the monthly payments increased to $
+Added: 114 beginning in September
One five-year renewal option remains.
−Removed: Also, we currently have the option to purchase the properties from the lessor at 95 % ( 100 % in certain circumstances) of the then fair market value, but not to be less than the $ 14,300 purchase price.
+Added: Also, we currently have the option to purchase the properties from the lessor at
+Added: ( 100 % in certain circumstances) of the then fair market value, but not to be less than the $
+Added: 14,300 purchase price.
The financing obligation is being accounted for similar to the accounting for a capital lease, whereby the purchase price was recorded as a debt obligation, as the provisions of the arrangement are not eligible for sale-leaseback accounting.
−Removed: The balance of the debt obligation outstanding at June 24, 2021 was $ 8,947 .
−Removed: In November 2017
−Removed: , we completed the Squirrel Brand acquisition which was financed by a combination of cash (drawn under the Credit Facility) and a three-year seller-financed note for $ 11,500 .
−Removed: 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 in the second quarter of fiscal 2020.
−Removed: During fiscal 2021, the Promissory Note was paid in full.
−Removed: Interest paid on the Promissory Note while the former executive officer was a related party was $ 127 for the fiscal year ended June 25, 2020 and $ 413 for the fiscal year ended June 27, 2019.
−Removed: Aggregate maturities of long-term debt are as follows for the fiscal years ending:
+Added: The balance of the debt obligation outstanding at June
+Added: Aggregate maturities of long-term debt are as follows:
+Added: Fiscal year ending
June 29, 2023
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Deferred state
−Removed: Total deferred expense (benefit)
+Added: Total deferred expense
Total income tax expense
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We file income tax returns with federal and state tax authorities within the United States of America.
−Removed: Our federal and Illinois tax returns are open for audit for fiscal 2018 through 2020 .
−Removed: Our California tax returns for fiscal 2017 through 2020 are open for audit.
+Added: Our federal tax returns are open for audit for fiscal 2019 through 2021 .
+Added: Our Illinois tax returns are under audit for fiscal 2019 and 2020.
+Added: Our Illinois tax return for fiscal 2021 is open for audit.
+Added: Our California tax
+Added: returns for fiscal 2018 through 2021 are open for audit.
No other tax jurisdictions are material to us.
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Recipients of RSUs have the option to defer receipt of vested shares until a specified later date, typically soon after separation from the Company.
−Removed: The exercise price of stock options is determined as set forth in the 2014 Omnibus Plan by the Compensation Committee of our Board of Directors and must be at least the fair market value of the Common Stock on the date of grant.
−Removed: Except as set forth in the 2014 Omnibus Plan, stock options expire upon termination of employment or directorship, as applicable.
−Removed: Stock options granted under the 2014 Omnibus Plan are exercisable 25 % annually commencing on the first anniversary date of grant and become fully exercisable on the fourth anniversary date of grant.
−Removed: Options generally will expire no later than ten years after the date on which they were granted.
−Removed: We issue new shares of Common Stock upon the vesting of RSUs and upon exercise of stock options.
+Added: We issue new shares of Common Stock upon the vesting of RSUs.
The fair value of RSUs is generally determined based on the market price of our Common Stock on the date of grant.
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Declaration Date
+Added: August 10, 2021
+Added: August 25, 2021
January 27, 2021
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August 21, 2020
−Removed: April 29, 2020
−Removed: June 17, 2020
−Removed: October 29, 2019
−Removed: November 26, 2019
−Removed: December 10, 2019
−Removed: July 10, 2019
−Removed: August 6, 2019
−Removed: August 20, 2019
The dividends declared on July 9, 2020 and July 8, 2021 include both the annual and special dividend declared on such date.
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401(k) plan expense
−Removed: Virtually all of our salaried employees participate in our Sanfilippo Value Added Plan (as amended, the “SVA Plan”), which is a cash incentive plan (an economic value added-based program) administered by our Compensation Committee.
−Removed: We accrue expense related to the SVA Plan in the annual period that the economic performance underlying such performance occurs.
+Added: Virtually all of our salaried employees participate in our Sanfilippo Value Added Plan (as amended, the “SVA Plan”), which is a cash incentive plan (an economic value added-based program) administered by our Compensation and Human Resources Committee.
+Added: We accrue expense related to the SVA
+Added: Plan in the annual period that the economic performance underlying such performance occurs.
This method of expense recognition properly matches the expense associated with improved economic performance with the period the improved performance occurs on a systematic and rational basis.
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Benefits paid to retirees are based on age at retirement, years of credited service, and average compensation.
−Removed: We use our fiscal year-end
−Removed: as the measurement date for the obligation calculation.
+Added: We use our fiscal year end as the measurement date for the obligation calculation.
Accounting guidance in ASC Topic 715, Compensation — Retirement Benefits
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Interest cost
−Removed: Actuarial loss
+Added: Actuarial (gain) loss
Benefits paid
1 unchanged sentence
The accumulated benefit obligation, which represents benefits earned up to the measurement date, was $ 25,960 and $ 28,927 at June 30, 2022 and June 24, 2021, respectively.
−Removed: Components of the actuarial loss portion of the change in projected benefit obligation are presented below for the fiscal years ended:
−Removed: Actuarial Loss
+Added: Components of the actuarial (gain) loss portion of the change in projected benefit obligation are presented below for the fiscal years ended:
+Added: Actuarial (Gain) Loss
Change in assumed pay increases
1 unchanged sentence
Change in mortality assumptions
−Removed: Actuarial loss
+Added: Actuarial (gain) loss
The components of the net periodic pension cost are as follows for the fiscal years ended:
13 unchanged sentences
collar with MP-
−Removed: RP-2014 white
+Added: Pri-2012 white
collar with MP-
2 unchanged sentences
Bonus payment
−Removed: base, paid 4 of 5
−Removed: base, paid 4 of 5
−Removed: base, paid 4 of 5
+Added: 45% - 110% of base, paid 4 of 5
+Added: 60% - 95% of base, paid 4 of 5
+Added: 60% - 85% of base, paid 4 of 5
The assumed discount rate is based, in part, upon a discount rate modeling process that considers both high quality long-term indices and the duration of the SERP relative to the durations implicit in the broader indices.
5 unchanged sentences
Unrecognized net loss
−Removed: Unrecognized prior service cost
Net amount unrecognized
4 unchanged sentences
Balance at beginning of period
−Removed: Other comprehensive loss before reclassifications
+Added: Other comprehensive income (loss) before reclassifications
Amounts reclassified from accumulated other comprehensive loss
−Removed: Net current-period other comprehensive loss
−Removed: Impact of adopting ASU 2018-02
+Added: Net current-period other comprehensive income (loss)
Balance at end of period
2 unchanged sentences
Reclassifications from AOCL to earnings (b)
−Removed: Affected line item in the
−Removed: Consolidated Statements of
−Removed: Comprehensive Income
+Added: Affected line item in the Consolidated
+Added: Statements of Comprehensive Income
Amortization of defined benefit pension items:
Unrecognized prior service cost
−Removed: Other expense
+Added: Pension expense (excluding service costs)
Unrecognized net loss
−Removed: Other expense
+Added: Pension expense (excluding service costs)
Total before tax
23 unchanged sentences
Reserve for customer deductions
−Removed: Deferred tax asset valuation allowance
−Removed: NOTE 18 — SUPPLEMENTARY QUARTERLY DATA (Unaudited)
−Removed: The following unaudited quarterly consolidated financial data are presented for fiscal 2021 and fiscal 2020.
−Removed: Quarterly financial results necessarily rely on estimates and caution is required in drawing specific conclusions from quarterly consolidated results.
−Removed: Year Ended June 24, 2021:
−Removed: Income from operations
−Removed: Basic earnings per common share
−Removed: Diluted earnings per common share
−Removed: Cash dividends declared per common share
−Removed: Year Ended June 25, 2020:
−Removed: Income from operations
−Removed: Basic earnings per common share
−Removed: Diluted earnings per common share
−Removed: Cash dividends declared per common share
−Removed: The decrease in net sales was primarily attributable to a 3.3 % decrease in weighted average selling price per pound, combined with a decrease in sales volume for foodservice customers in our commercial ingredients distribution channel as a result of the COVID-19
— GARYSBURG, NORTH CAROLINA FACILITY
−Removed: On October 7, 2019 we experienced a fire at our peanut processing facility located in Garysburg, North Carolina.
−Removed: The fire occurred in our roasting room where all of the roasting equipment was destroyed.
−Removed: The fire also damaged some equipment in our packaging room and a portion of the roof.
+Added: In October 2019 we experienced a fire at our peanut processing facility located in Garysburg, North Carolina.
During fiscal 2020, the building and roof were repaired and brought back to their original condition.
−Removed: 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 third quarter of this fiscal year.
−Removed: Insurance proceeds received for damage to capital equipment are recorded as investing activities on the Consolidated Statements of Cash Flows when received.
−Removed: We completed shelling of the 2019 peanut crop during the second quarter of this fiscal year and the facility was used to store and ship inshell peanuts through the remainder of fiscal 2021.
−Removed: During fiscal 2020 we manufactured and sold approximately 6 million pounds of inshell peanuts from this facility and discontinued that product line at the end of the current fiscal year.
−Removed: We spent the fourth quarter of fiscal 2021 cleaning and preparing the facility for sale.
−Removed: After evaluating our options with regard to our peanut production operations, the Company decided to cease all operations permanently at the Garysburg facility at the end of fiscal 2021 and sell the facility and its related assets.
−Removed: The planned sale of this property meets the criteria of an asset “Held for Sale” in accordance with ASC 360, Property, Plant and Equipment
−Removed: Assets held for sale are required to be measured at the lower of their carrying value or fair value less costs to sell.
−Removed: No adjustment of the carrying value was required.
−Removed: Assets classified as held for sale are no longer depreciated, and a current asset of $ 1,595 consisting of the building, land and remaining machinery and equipment is presented in the consolidated balance sheets as of June 24, 2021.
−Removed: Employee separation and related closure costs were immaterial for all periods presented.
+Added: 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.
+Added: 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 19 — SUBSEQUENT EVENT
3 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.