UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington, D.C.~~WASHINGTON, DC 20549

~~FORM10-Q~~

FORM 10-Q

(Mark ~~one)~~One)


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

For the quarterly period ended ~~December~~March 28, ~~2017~~2024


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

Commission File ~~Number~~Number: 0-19681

JOHN B. SANFILIPPO & SON, INC.

(Exact Name of Registrant as Specified in ~~Its~~its Charter)


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

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

~~(847)~~(847) 289-1800

(Registrant’s ~~Telephone Number, Including Area Code)~~telephone number, including area code

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

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $.01 par value per share

JBSS

The NASDAQ Stock Market LLC

(NASDAQ Global Select Market)

Indicate by check mark whether the ~~registrant:~~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☒ ~~Yes~~ No ☐ No

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes☒ ~~Yes~~ No ☐ No

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


Large accelerated filer	☐ ☒	Accelerated filer	☒ ☐
Non-accelerated filer	☐
~~Non-accelerated~~ ~~filer~~	~~☐ (Do not check if a smaller reporting company)~~	Smaller reporting company	☐
Emerging growth company	☐

~~Emerging growth company ☐~~

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 Rule12b-2 of the Exchange Act). Yes ☐ ~~Yes~~ No ☒ No

As of ~~January~~April 25, ~~2018, 8,744,197~~2024, 9,006,038 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.

FORM10-Q

~~FOR THE QUARTER ENDED DECEMBER~~For the Quarter Ended March 28, ~~2017~~2024

INDEX


		~~Page~~
~~PART I. FINANCIAL INFORMATION~~				Page
Part I. Financial Information
Item 1. Financial Statements (Unaudited)				3
Consolidated Statements of Comprehensive Income for the Quarter and~~Twenty-Six~~ Thirty-Nine Weeks Ended ~~December~~March 28, ~~2017~~2024 and ~~December 29, 2016~~March 30, 2023			3
Consolidated Balance Sheets as of ~~December~~March 28, ~~2017,~~2024, June 29, ~~2017~~2023 and ~~December 29, 2016~~March 30, 2023			4
Consolidated Statements of Stockholders’ Equity for the Quarter and Thirty-Nine Weeks Ended March 28, 2024 and March 30, 2023	6
Consolidated Statements of Cash Flows for the~~Twenty-Six~~Thirty-Nine Weeks Ended ~~December~~ March 28, ~~2017~~2024 and ~~December 29, 2016~~March 30, 2023			6	7
Notes to Consolidated Financial Statements			7	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			17	18
Item 3. Quantitative and Qualitative Disclosures About Market Risk			27	29
Item 4. Controls and Procedures			27
~~PART II. OTHER INFORMATION~~29
Part II. Other Information
Item 1. Legal Proceedings			27	29
Item 1A. Risk Factors			27	29
Item 5. Other Information	29
Item 6. Exhibits			28	29
~~SIGNATURE~~Signature			35	32

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						For the Quarter Ended					For the Thirty-Nine Weeks Ended
	December 28, 2017			December 29, 2016			December 28, 2017			December 29, 2016			March 28, 2024		March 30, 2023			March 28, 2024			March 30, 2023
Net sales	$	259,118		$	249,375		$	473,909		$	471,668		$	271,884	$	238,535		$	797,211		$	765,464
Cost of sales		221,238			205,986			401,189			391,804			222,707		188,767			633,073			608,551

Gross profit		37,880			43,389			72,720			79,864			49,177		49,768			164,138			156,913

Operating expenses:
Selling expenses		15,844			15,370			26,789			26,641			18,654		18,109			61,647			57,921
Administrative expenses		7,787			7,744			14,346			15,859			12,171		9,841			34,187			30,296

Bargain purchase gain, net														—		—			(2,226	)		—
Total operating expenses		23,631			23,114			41,135			42,500			30,825		27,950			93,608			88,217

Income from operations		14,249			20,275			31,585			37,364			18,352		21,818			70,530			68,696

Other expense:
Interest expense including $245, $201, $439 and $391 to related parties		805			608			1,586			1,230
Interest expense including $171, $186, $524 and $568 to related parties														785		552			2,067			1,828
Rental and miscellaneous expense, net		241			299			863			709			324		371			940			1,084
Other expense		493			533			985			1,066

Pension expense (excluding service costs)														350		349			1,050			1,046
Total other expense, net		1,539			1,440			3,434			3,005			1,459		1,272			4,057			3,958

Income before income taxes		12,710			18,835			28,151			34,359			16,893		20,546			66,473			64,738
Income tax expense		4,954			5,950			9,963			11,294			3,416		4,814			16,237			16,554

Net income	$	7,756		$	12,885		$	18,188		$	23,065		$	13,477	$	15,732		$	50,236		$	48,184
Other comprehensive income:
Amortization of prior service cost and actuarial loss included in net periodic pension cost		281			331			560			661
Amortization of actuarial loss included in net periodic pension cost														—		7			—			21
Income tax expense related to pension adjustments		(111	)		(126	)		(219	)		(251	)		—		(2	)		—			(5	)

Other comprehensive income, net of tax		170			205			341			410			—		5			—			16

Comprehensive income	$	7,926		$	13,090		$	18,529		$	23,475		$	13,477	$	15,737		$	50,236		$	48,200

Net income per common share-basic	$	0.68		$	1.14		$	1.60		$	2.04		$	1.16	$	1.36		$	4.33		$	4.16

Net income per common share-diluted	$	0.68		$	1.13		$	1.59		$	2.03		$	1.15	$	1.35		$	4.30		$	4.14

Cash dividends declared per share	$	—		$	2.50		$	2.50		$	5.00

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 28, 2017		June 29, 2017		December 29, 2016		March 28, 2024		June 29, 2023		March 30, 2023
ASSETS
CURRENT ASSETS:
Cash	$	3,052	$	1,955	$	2,031
Accounts receivable, less allowance for doubtful accounts of $273, $263 and $306		70,437		64,830		66,007
Cash and cash equivalents							$	377	$	1,948	$	365
Accounts receivable, less allowance for doubtful accounts of $367, $283 and $305								75,638		72,734		74,534
Inventories		168,852		182,420		182,653		210,672		172,936		190,351
Prepaid expenses and other current assets		13,457		4,172		6,841		9,636		6,812		9,325

TOTAL CURRENT ASSETS		255,798		253,377		257,532		296,323		254,430		274,575

PROPERTY, PLANT AND EQUIPMENT:
Land		9,285		9,285		9,285		13,365		9,150		9,150
Buildings		108,092		107,015		106,566		115,084		104,150		102,840
Machinery and equipment		196,715		194,099		193,859		287,363		261,706		259,289
Furniture and leasehold improvements		4,951		4,842		4,803		5,310		5,275		5,275
Vehicles		535		498		453		790		729		719
Construction in progress		2,652		1,075		1,483		8,271		7,123		8,210
								430,183		388,133		385,483
		322,230		316,814		316,449
Less: Accumulated depreciation		214,426		210,606		206,751		281,869		267,336		263,718
								148,314		120,797		121,765
		107,804		106,208		109,698
Rental investment property, less accumulated depreciation of $10,035, $9,639 and $9,244		18,858		19,254		19,650

Rental investment property, less accumulated depreciation of $15,044, $14,439 and $14,238								14,079		14,684		14,885
TOTAL PROPERTY, PLANT AND EQUIPMENT		126,662		125,462		129,348		162,393		135,481		136,650

Cash surrender value of officers’ life insurance and other assets		9,057		10,125		10,091
Intangible assets, net								6,203		6,658		7,100
Deferred income taxes		5,979		9,095		8,109		651		3,592		2,374
Goodwill		9,638		—		—		11,750		11,750		11,750
Intangible assets, net		19,341		—		611

Operating lease right-of-use assets								7,409		6,427		6,582
Other assets								7,199		6,949		6,029
TOTAL ASSETS	$	426,475	$	398,059	$	405,691	$	491,928	$	425,287	$	445,060

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 28, 2017			June 29, 2017			December 29, 2016			March 28, 2024			June 29, 2023			March 30, 2023
LIABILITIES & STOCKHOLDERS’ EQUITY
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Revolving credit facility borrowings	$	30,000		$	29,456		$	12,427		$	32,093		$	—		$	27,825
Current maturities of long-term debt, including related party debt of $4,324, $474 and $457 and net of unamortized debt issuance costs of $50, $55 and $60		7,274			3,418			3,397
Accounts payable, including related party payables of $0, $178 and $32		84,834			50,047			90,787
Current maturities of related party long-term debt, net											721			672			657
Accounts payable											51,458			42,680			42,264
Bank overdraft		2,894			932			2,652			1,351			285			458
Accrued payroll and related benefits		6,333			15,958			10,609			21,712			27,572			17,061
Other accrued expenses		9,387			10,062			9,966			13,055			14,479			14,493

TOTAL CURRENT LIABILITIES		140,722			109,873			129,838			120,390			85,688			102,758

LONG-TERM LIABILITIES:
Long-term debt, less current maturities, including related party debt of $17,682, $10,584 and $10,825 and net of unamortized debt issuance costs of $100, $124 and $150		30,832			25,211			26,925
Long-term related party debt, less current maturities, net											6,555			7,102			7,276
Retirement plan		21,396			20,994			22,532			27,570			26,653			29,471
Long-term operating lease liabilities, net of current portion											5,553			4,771			4,905
Long-term workers' compensation liabilities											7,383			7,321			7,490
Other		7,084			6,513			6,695			2,665			1,545			842

TOTAL LONG-TERM LIABILITIES		59,312			52,718			56,152			49,726			47,392			49,984

TOTAL LIABILITIES		200,034			162,591			185,990			170,116			133,080			152,742

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, 8,859,097, 8,801,641 and 8,785,938 shares issued		89			88			88
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, 9,123,938, 9,076,326 and 9,076,326 shares issued											91			91			91
Capital in excess of par value		118,585			117,772			116,676			134,530			131,986			131,649
Retained earnings		113,008			123,190			110,130			188,573			161,512			164,220
Accumulated other comprehensive loss		(4,063	)		(4,404	)		(6,015	)		(204	)		(204	)		(2,464	)
Treasury stock, at cost; 117,900 shares of Common Stock		(1,204	)		(1,204	)		(1,204	)		(1,204	)		(1,204	)		(1,204	)

TOTAL STOCKHOLDERS’ EQUITY		226,441			235,468			219,701			321,812			292,207			292,318

TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	426,475		$	398,059		$	405,691		$	491,928		$	425,287		$	445,060

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

JOHN B. SANFILIPPO & SON, INC.

CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~STOCKHOLDERS’ EQUITY

(Unaudited)

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

   For the Twenty-six Weeks Ended
   December 28,
2017 December 29,
2016
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income
   $ 18,188 $ 23,065
Depreciation and amortization
   7,064 7,973
Loss on disposition of assets, net
   319 53
Deferred income tax expense
   3,116 481
Stock-based compensation expense
   1,429 1,428
Change in assets and liabilities, net of business acquired:

Accounts receivable, net
   (3,176 ) 12,067
Inventories
   15,525 (26,080 )
Prepaid expenses and other current assets
   (5,111 ) (2,468 )
Accounts payable
   34,014 46,925
Accrued expenses
   (9,124 ) (4,672 )
Income taxes payable
   (5,422 ) 2,928
Other long-term assets and liabilities
   694 (115 )
Other, net
   915 845


Net cash provided by operating activities
   58,431 62,430


CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property, plant and equipment
   (6,966 ) (6,672 )
Acquisition of Squirrel Brand L.P.
   (21,909 ) —
Other
   72 48


Net cash used in investing activities
   (28,803 ) (6,624 )


CASH FLOWS FROM FINANCING ACTIVITIES:

Borrowings under revolving credit facility
   226,985 166,816
Repayments of revolving credit borrowings
   (226,441 ) (166,473 )
Principal payments on long-term debt
   (2,052 ) (1,758 )
Increase in bank overdraft
   1,962 1,841
Dividends paid
   (28,370 ) (56,464 )
Issuance of Common Stock under equity award plans
   16 43
Taxes paid related to net share settlement of equity awards
   (631 ) —


Net cash used in financing activities
   (28,531 ) (55,995 )


NET INCREASE (DECREASE) IN CASH
   1,097 (189 )
Cash, beginning of period
   1,955 2,220


Cash, end of period
   $ 3,052 $ 2,031


Supplemental disclosure ofnon-cash investing activities:

Acquisition of Squirrel Brand L.P. through note payable
   $ 11,500 $ —


															Accumulated
	Class A								Capital in						Other
	Common Stock				Common Stock				Excess of			Retained			Comprehensive			Treasury
	Shares		Amount		Shares		Amount		Par Value			Earnings			Loss			Stock			Total
Balance, June 29, 2023		2,597,426	$	26		9,076,326	$	91	$	131,986		$	161,512		$	(204	)	$	(1,204	)	$	292,207
Net income													17,588									17,588
Cash dividends ($2.00 per share)													(23,175	)								(23,175	)
Equity award exercises						14,605		—		—												—
Stock-based compensation expense										747												747
Balance, September 28, 2023		2,597,426	$	26		9,090,931	$	91	$	132,733		$	155,925		$	(204	)	$	(1,204	)	$	287,367
Net income													19,171									19,171
Equity award exercises, net of shares withheld for employee taxes						29,629		—		(684	)											(684	)
Stock-based compensation expense										1,383												1,383
Balance, December 28, 2023		2,597,426	$	26		9,120,560	$	91	$	133,432		$	175,096		$	(204	)	$	(1,204	)	$	307,237
Net income													13,477									13,477
Equity award exercises, net of shares withheld for employee taxes						3,378		—		—												—
Stock-based compensation expense										1,098												1,098
Balance, March 28, 2024		2,597,426	$	26		9,123,938	$	91	$	134,530		$	188,573		$	(204	)	$	(1,204	)	$	321,812

Accumulated

Class A

Capital in

Other

Common Stock

Common Stock

Excess of

Retained

Comprehensive

Treasury

Shares

Amount

Shares

Amount

Par Value

Earnings

Loss

Stock

Total

Balance, June 30, 2022

2,597,426

$
26

9,047,359

$
90

$
128,800

$
153,589

$
(2,480
)

$
(1,204
)

$
278,821

Net income

15,545

15,545

Cash dividends ($2.25 per share)

(25,981
)

(25,981
)
Pension liability amortization, net
   of income tax expense of $1

6

6

Stock-based compensation expense

772

772

Balance, September 29, 2022

2,597,426

$
26

9,047,359

$
90

$
129,572

$
143,153

$
(2,474
)

$
(1,204
)

$
269,163

Net income

16,907

16,907

Cash dividends ($1.00 per share)

(11,572
)

(11,572
)
Pension liability amortization, net
   of income tax expense of $2

5

5

Equity award exercises, net
   of shares withheld for employee
   taxes

24,709

1

(356
)

(355
)
Stock-based compensation expense

1,515

1,515

Balance, December 29, 2022

2,597,426

$
26

9,072,068

$
91

$
130,731

$
148,488

$
(2,469
)

$
(1,204
)

$
275,663

Net income

15,732

15,732

Pension liability amortization, net
   of income tax expense of $2

5

5

Equity award exercises, net
   of shares withheld for employee
   taxes

4,258

—

(23
)

(23
)
Stock-based compensation expense

941

941

Balance, March 30, 2023

2,597,426

$
26

9,076,326

$
91

$
131,649

$
164,220

$
(2,464
)

$
(1,204
)

$
292,318

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 Thirty-Nine Weeks Ended

March 28,
2024

March 30,
2023

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

$
50,236

$
48,184

Depreciation and amortization

18,053

15,323

Loss on disposition of assets, net

287

47

Deferred income tax expense

2,191

862

Stock-based compensation expense

3,228

3,228

Bargain purchase gain, net

(2,226
)

—

Change in assets and liabilities, net of Acquisition:

Accounts receivable, net

(2,829
)

(4,923
)
Inventories

(2,236
)

14,744

Prepaid expenses and other current assets

(1,125
)

535

Accounts payable

8,892

(5,285
)
Accrued expenses

(6,390
)

1,312

Income taxes receivable

(2,593
)

(2,575
)
Other long-term assets and liabilities

268

335

Other, net

682

602

Net cash provided by operating activities

66,438

72,389

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property, plant and equipment

(17,468
)

(15,586
)
Business acquisitions, net

(58,974
)

(3,500
)
Other, net

(53
)

(56
)
Net cash used in investing activities

(76,495
)

(19,142
)

CASH FLOWS FROM FINANCING ACTIVITIES:

Net short-term borrowings (repayments)

32,093

(12,614
)
Debt issue costs

(316
)

—

Principal payments on long-term debt

(498
)

(2,995
)
Increase in bank overdraft

1,066

244

Dividends paid

(23,175
)

(37,553
)
Taxes paid related to net share settlement of equity awards

(684
)

(379
)
Net cash provided by (used in) financing activities

8,486

(53,297
)

NET DECREASE IN CASH AND CASH EQUIVALENTS

(1,571
)

(50
)
Cash and cash equivalents, beginning of period

1,948

415

Cash, end of period

$
377

$
365

The accompanying unaudited notes are an integral part of these consolidated financial statements.
7
Table of Contents
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 offifty-two weeks (four thirteen-week quarters). Additional information on the comparability of the periods presented is as follows:

•

References herein to fiscal ~~2018~~2024 and fiscal ~~2017~~2023 are to the fiscal year ending June ~~28, 2018~~27, 2024 and the fiscal year ended June 29, ~~2017,~~2023, respectively.

•

References herein to the ~~second~~third quarter of fiscal ~~2018~~2024 and fiscal ~~2017~~2023 are to the quarters ended ~~December~~March 28, ~~2017~~2024 and ~~December 29, 2016,~~March 30, 2023, respectively.

•

References herein to the first ~~half~~three quarters or first~~twenty-six~~ thirty-nine weeks of fiscal ~~2018~~2024 and fiscal ~~2017~~2023 are to the~~twenty-six~~ thirty-nine weeks ended ~~December~~March 28, ~~2017~~2024 and ~~December 29, 2016,~~March 30, 2023, 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 our Fisher, Orchard Valley Harvest, Squirrel Brand and Southern Style Nuts brand names and under a variety of private ~~brands and under the~~~~Fisher, Orchard Valley Harvest,~~~~Squirrel Brand, Southern Style Nuts,~~~~and~~ ~~Sunshine Country~~~~brand names.~~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, ~~snacks~~snack and trail mixes, nutrition bars, snack bars, snack bites, sunflower kernels, dried fruit, corn snacks, chickpea snacks, sesame sticks, ~~and~~ other sesame snack products and baked cheese snack products under our brand names, including Just the Cheese, and under private ~~brands and~~brands. Finally, with our recent acquisition of assets relating to the snack bars business from TreeHouse Foods, Inc., which was completed in the second quarter of fiscal 2024, we are able to offer our private brand ~~names.~~ customers a complete portfolio of snack bars.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 29, ~~2017~~2023 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 ~~2017~~2023 Annual Report onForm 10-K for the fiscal year ended June 29, ~~2017.~~2023.

Note 2 – ~~Inventories~~ Lakeville Acquisition

~~Inventories consist~~On September 29, 2023, we completed the acquisition of ~~the following:~~

   December 28,
2017    June 29,
2017    December 29,
2016
Raw material and supplies
   $ 80,867    $ 79,609    $ 107,735
Work-in-process and finished goods
   87,985    102,811    74,918






Total
   $ 168,852    $ 182,420    $ 182,653

~~Note 3 – Acquisition of Squirrel Brand L.P.~~

~~On November 30, 2017, we acquired~~ certain assets from TreeHouse Foods, Inc. (the “Seller”) relating to its snack bars business. The acquired assets include inventory, a manufacturing facility and ~~assumed~~related equipment located in Lakeville, Minnesota, and product formulas (the “Lakeville Acquisition”). The initial purchase price was approximately $61,546 in cash, subject to certain ~~liabilities (the “Acquisition”)~~post-closing adjustments. Following the closing, we received payments from the Seller of ~~Squirrel Brand L.P. (“Squirrel Brand”)~~$2,572 for purchase price adjustments related to the actual inventory and fixed assets acquired, for a revised purchase price of ~~$31,500, subject to a working capital adjustment. After giving effect to the initial working capital adjustment, the~~$58,974, net. The purchase price for the Lakeville Acquisition was ~~$33,409, of which $21,909 was paid in cash and $11,500 was financed~~primarily funded from borrowings under the Credit Facility as amended by the ~~seller through~~Second Amendment (defined below).

The Lakeville Acquisition accelerates our strategy within the growing snack bar category and diversifies our product offerings. It also allows us to offer private brand customers a ~~three-year unsecured promissory note (the “Promissory Note”).~~complete portfolio of snack bars, including fruit and grain, crunchy, protein, sweet and salty and chewy bars that complement internally developed nutrition bars. The final working capital adjustment, if any, will be completed in our upcoming third quarter of fiscal 2018. The cash portion of the acquisition price was funded from our credit facility. The Promissory Note bears interest at 5.5% per annum and is payable in equal monthly principal payments of $319, plus interest, beginning in January 2018. The Promissory Note can be prepaid without penalty.

~~The Squirrel Brand business is one of the nation’s leading suppliers of indulgent and premium roasted nuts and snack mixes under its~~~~Squirrel Brand~~ ~~and~~~~Southern Style Nuts~~ ~~brands. Prior to the Acquisition, Squirrel Brand was a customer in our Contract Packaging sales channel for fourteen years. The~~Lakeville Acquisition has been accounted for as a business combination in accordance with ASC Topic 805, “Business Combinations”. ~~As a result~~

The following table summarizes the ~~Acquisition, we expanded our customer base and branded product portfolio, as well as increased our customer reach, especially into alternative distribution channels.~~

~~The total purchase price of $33,409 has been~~preliminary amounts allocated ~~on a preliminary basis~~ to the fair values of ~~the~~certain assets acquired at the acquisition date:


Inventories	$	35,500
Property, plant and equipment		25,600
Identifiable intangible assets:
Product formulas		850
Total assets acquired	$	61,950

Property, plant and ~~liabilities assumed~~equipment represent a manufacturing facility and related equipment located in Lakeville, Minnesota. The fair value for the property was primarily determined using a market approach. The fair values for the machinery and equipment were determined using a combination of the direct and indirect cost approaches, along with the market approach. All assets will be depreciated on a straight-line basis over their estimated remaining useful lives as ~~follows:~~determined in accordance with our accounting policies.

Accounts receivable
   $ 2,446
Inventories
   1,957
Other assets
   75
Identifiable intangible assets:

Customer relationships
   10,500
Brand names
   8,900
Non-compete agreement
   270
Goodwill
   9,638
Accounts payable and accrued expenses
   (377 )


Total Purchase Price
   $ 33,409

The ~~customer relationship assets represent~~product formulas asset represents the value of these formulas designed to replicate the ~~long-term strategic relationship the Squirrel Brand business has with its significant customers, which we are amortizing over a weighted-average life~~taste, texture and appearance of ~~7.5 years.~~branded snack bars. The assets were valued using an income approach, specifically the “multi-period excess earnings” method, which identifies an estimated stream of revenues and expenses for a particular group of assets from which deductions of portions of the projected economic benefits, attributable to assets other than the subject asset (contributory assets), are deducted in order to isolate the prospective earnings of the subject asset. This value is considered a level 3 measurement under the GAAP fair ~~value hierarchy.~~

~~The brand name assets represent the~~ value of the ~~established~~~~Squirrel Brand~~ ~~and~~~~Southern Style Nuts~~ ~~names. We applied~~product formulas was determined using the income approach through a relief from royalty method ~~analysis to determine~~analysis. We are amortizing formulas over a weighted average life of 5.4 years.

There were no recognized or unrecognized material contingencies associated with the ~~preliminary~~acquired business.

The $61,950 fair value of the ~~brand name assets. We are amortizing~~identifiable assets acquired exceeded the ~~brand name assets over~~total purchase price of $58,974. Accordingly, this acquisition resulted in a ~~weighted-average life~~bargain purchase and we recognized a gain of ~~13.8 years.~~

~~Goodwill,~~$2,226, net of taxes, which is ~~expected~~reported in the caption “Bargain purchase gain, net” in our consolidated financial results for the thirty-nine weeks ended March 28, 2024. We believe the Lakeville Acquisition resulted in a bargain purchase gain because the Seller was motivated to ~~be deductible~~divest such snack bars business, as its performance no longer supported the Seller's long-term growth targets.

Net sales of $75,606 from the closing date of the Lakeville Acquisition on September 29, 2023 are included in our consolidated financial results for ~~taxes, arises from intangible assets that do not qualify~~the thirty-nine weeks ended March 28, 2024. The closing date of the Lakeville Acquisition was on the first day of our second fiscal quarter. The Company also incurred acquisition-related costs of $142 and $811 for ~~separate recognition~~the quarter and ~~expected synergies from combining the operations of Squirrel Brand with the Company. There were no material contingencies recognized or unrecognized associated with the acquired business.~~thirty-nine weeks ended March 28, 2024, respectively. These costs are included in Administrative expenses.

The purchase price allocation, especially amounts allocated to goodwill and intangible assets are based on preliminary valuations and are subject to final adjustments to reflect the final net working capital adjustment and valuations.

The following reflects the unaudited pro forma results of operations of the Company as if the Lakeville Acquisition had taken place at the beginning of fiscal ~~2017.~~ 2023. This pro forma information does not purport to represent what the Company’s actual results would have been if the Lakeville Acquisition had occurred as of the date indicated or what such results would be for any future periods.


	For the Quarter Ended				For the Thirty-Nine Weeks Ended
	March 28, 2024		March 30, 2023		March 28, 2024		March 30, 2023
Pro forma net sales	$	271,884	$	279,339	$	837,524	$	888,092
Pro forma net income		14,255		14,237		47,716		43,747
Pro forma diluted earnings per share	$	1.22	$	1.22	$	4.08	$	3.76

   Year-Ended
June 29,
2017    Twenty-six
weeks ended
December 28,
2017
Pro forma net sales
   $ 863,267    $ 479,054
Pro forma net income
   36,723    18,762
Pro forma diluted earnings per share
   $ 3.22    $ 1.64

These unaudited pro forma results have been calculated after applying our accounting policies and adjusting the results of the ~~Squirrel Brand business~~Lakeville Acquisition to reflect elimination of transaction costs and the bargain purchase gain and to record additional ~~amortization~~interest expense and ~~interest expense~~cost of sales that would have been ~~charged,~~incurred, assuming the fair value adjustment to ~~intangible assets since~~inventory had been applied from July 1, ~~2016,~~2022, net of related income taxes in respect of pro forma net income and diluted earnings per share performance. ~~Transaction costs~~The impact to the above pro forma information of ~~$500, already recorded in Administrative expenses, are~~incremental depreciation and amortization expense is insignificant and therefore excluded from the calculation of pro forma ~~net income for thetwenty-six~~ ~~weeks ended December 28, 2017 stated above.~~results.

~~Net sales of $3,976 resulting from the Acquisition are included in our consolidated financial results as of December 28, 2017 since the Acquisition closed on November 30, 2017.~~

Since the Lakeville Acquisition, we continue to operate in a single reportable operating segment that consists of selling various nut andnut-related products and snacks through three sales distribution channels. Revenues from the Lakeville Acquisition are primarily in our consumer distribution channel.

Note 3 – 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 virtually all of our revenues, control transfers to the customer when the product is shipped or delivered to the customer based upon applicable shipping terms. This allows the customer to then direct the use and obtain substantially all of the remaining benefits from the asset at that point in time. Therefore, the timing of our revenue recognition requires little judgment.

Variable Consideration

Some of our products are sold through specific incentive programs including, but not limited to, promotional allowances, volume and customer rebates, in-store display incentives and marketing allowances 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. It is also 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.

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 for any periods presented. 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 Thirty-Nine Weeks Ended
Distribution Channel	March 28, 2024		March 30, 2023		March 28, 2024		March 30, 2023
Consumer	$	225,994	$	185,128	$	651,690	$	606,188
Commercial Ingredients		26,955		30,901		82,802		90,827
Contract Packaging		18,935		22,506		62,719		68,449
Total	$	271,884	$	238,535	$	797,211	$	765,464

Note 4 – Leases

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.

Through a review of our contracts, 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 5.3 years.

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 Sheets. 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:


	March 28, 2024		June 29, 2023		March 30, 2023		Affected Line Item in Consolidated Balance Sheets
Assets
Operating lease right-of-use assets	$	7,409	$	6,427	$	6,582	Operating lease right-of-use assets
Total lease right-of-use assets	$	7,409	$	6,427	$	6,582

Liabilities
Current:
Operating leases	$	1,872	$	1,729	$	1,752	Other accrued expenses
Noncurrent:
Operating leases		5,553		4,771		4,905	Long-term operating lease liabilities
Total lease liabilities	$	7,425	$	6,500	$	6,657

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


	For the Quarter Ended				For the Thirty-Nine Weeks Ended
	March 28, 2024		March 30, 2023		March 28, 2024			March 30, 2023
Operating lease costs (a)	$	847	$	529	$	2,236		$	1,544
Variable lease costs (b)		34		74		(107	)		189
Total lease cost	$	881	$	603	$	2,129		$	1,733

(a)

Includes short-term leases which are immaterial.

(b)

Variable lease costs consist of sales tax and lease overtime charges.

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


	For the Thirty-Nine Weeks Ended
	March 28, 2024		March 30, 2023
Operating cash flows information:
Cash paid for amounts included in measurements for lease liabilities	$	1,827	$	1,249

Non-cash activity:
Right-of-use assets obtained in exchange for new operating lease obligations	$	2,350	$	5,458


	March 28, 2024			June 29, 2023			March 30, 2023
Weighted average remaining lease term (in years)		4.2			4.4			4.6
Weighted average discount rate		6.9	%		6.7	%		6.6	%

Maturities of operating lease liabilities as of March 28, 2024 are as follows:


Fiscal Year Ending
June 27, 2024 (excluding the thirty-nine weeks ended March 28, 2024)	$	640
June 26, 2025		2,199
June 25, 2026		1,988
June 24, 2027		1,695
June 29, 2028		1,512
June 28, 2029		496
Thereafter		—
Total lease payment		8,530
Less imputed interest		(1,105	)
Present value of operating lease liabilities	$	7,425

At March 28, 2024, the Company has additional operating leases of approximately $19,576 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 next two fiscal quarters with initial lease terms ranging from 5 to 7.5 years. On April 23, 2024, the Company entered into a 7.5 year lease for a warehouse of approximately 444,600 square feet. The warehouse is located in Huntley, IL near our largest facility in Elgin, IL. The warehouse will be utilized to store finished goods inventory and as a distribution center.

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: Leases 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 no 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				For the Thirty-Nine Weeks Ended
	March 28, 2024		March 30, 2023		March 28, 2024		March 30, 2023
Lease income related to lease payments	$	490	$	419	$	1,467	$	1,224

The future minimum, undiscounted fixed cash flows under non-cancelable tenant operating leases for each of the next five years and thereafter are as follows:


Fiscal Year Ending
June 27, 2024 (excluding the thirty-nine weeks ended March 28, 2024)	$	511
June 26, 2025		1,477
June 25, 2026		972
June 24, 2027		930
June 29, 2028		328
June 28, 2029		336
Thereafter		1,478
	$	6,032

Note 5 – Inventories

Inventories consist of the following:


	March 28, 2024		June 29, 2023		March 30, 2023
Raw material and supplies	$	100,067	$	65,430	$	90,110
Work-in-process and finished goods		110,605		107,506		100,241
Total	$	210,672	$	172,936	$	190,351

Note 6 – Goodwill and Intangible Assets

Identifiable intangible assets that are subject to amortization ~~which resulted entirely from the Acquisition, are based on our preliminary purchase price allocation and~~ consist of the ~~following at December 28, 2017:~~following:


	December 28, 2017			Weighted-average amortization period (years)		March 28, 2024			June 29, 2023			March 30, 2023
Customer relationships	$	10,500			7.5	$	21,350		$	21,350		$	21,350
Brand names		8,900			13.8		17,070			17,070			17,070
Product formulas							850			-			-
Non-compete agreement		270			5.0		300			300			300

		19,670			11.3		39,570			38,720			38,720
Less accumulated amortization:
Customer relationships		(267	)				(20,518	)		(19,834	)		(19,572	)
Brand names		(58	)				(12,491	)		(11,955	)		(11,776	)
Product formulas							(81	)		-			-
Non-compete agreement		(4	)				(277	)		(273	)		(272	)
							(33,367	)		(32,062	)		(31,620	)
		(329	)

Net intangible assets	$	19,341				$	6,203		$	6,658		$	7,100

~~Gross intangible assets of $18,690 from previous acquisitions were fully amortized as of June 29, 2017.~~

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

Total amortization expense related to intangible assets, which is ~~a component~~classified in administrative expense in the Consolidated Statement of ~~Administrative expense,~~Comprehensive Income, was ~~$329~~$381 and $1,305 for the quarter and~~twenty-six~~ thirty-nine weeks ended ~~December~~March 28, ~~2017.~~2024, respectively. Amortization expense for the remainder of fiscal ~~2018, based on our preliminary purchase price allocation,~~2024 is expected to be approximately ~~$1,685~~$381 and expected amortization expense the next five fiscal years is as follows:


Fiscal Year Ending
June 26, 2025	$	1,374
June 25, 2026		1,038
June 24, 2027		863
June 29, 2028		685
June 28, 2029		496

Fiscal year ending

June 27, 2019
   $ 3,028
June 25, 2020
   2,500
June 24, 2021
   2,162
June 30, 2022
   1,894
June 29, 2023
   1,659

Our net goodwill at March 28, 2024 was comprised of ~~$9,638 relates entirely to~~$9,650 from the ~~Acquisition.~~ Squirrel Brand acquisition completed in fiscal 2018 and $2,100 from the Just the Cheese brand acquisition completed in fiscal 2023. The changes in the carrying amount of goodwill ~~during thetwenty-six~~ ~~weeks ended December 28, 2017~~since June 30, 2022 are as follows:

Net balance at June 29, 2017
   $ —
Goodwill acquired during the period
   9,638


Net balance at December 28, 2017
   $ 9,638


Gross goodwill balance at June 30, 2022	$	18,416
Accumulated impairment losses		(8,766	)
Net goodwill balance at June 30, 2022		9,650
Goodwill acquired during fiscal 2023		2,100
Net balance at June 29, 2023		11,750
Goodwill acquired during fiscal 2024		-
Net balance at March 28, 2024	$	11,750

The Company will perform a goodwill impairment test annually during the fourth quarter of its fiscal year and more frequently if events or circumstances indicate that impairment may have occurred. Such events or circumstances may, among others, include significant adverse changes in the general business climate.

Note 57 – Credit Facility

~~On July 7, 2017, we entered into the Eighth~~Our Second Amendment to the Amended and Restated Credit Agreement (the “Second Amendment”) dated September 29, 2023 provides for a $150,000 senior secured revolving credit facility (the “Credit Facility”), which was increased from $117,500, to provide extra available capacity for our short-term working capital requirements due to the Lakeville Acquisition. The Second Amendment also extends the maturity of the Credit Facility ~~which eliminated the quarterly restriction on cash dividends and distributions~~to September 29, 2028 and allows the Company to ~~without obtaining lender consent, make~~pay up to ~~four cash~~$100,000 in dividends ~~or distributions on our stock~~ per ~~fiscal~~ year, ~~or purchase, acquire, redeem or retire stock in any fiscal year, in an amount not~~subject to ~~exceed $60,000 in the aggregate per fiscal year, as long as no default or event of default exists and the excess~~meeting availability ~~under the~~tests. The Credit Facility ~~remains over $30,000 immediately before~~is secured by substantially all our assets other than machinery and ~~after giving effect to any such dividend, distribution, purchase or redemption.~~equipment, real property and fixtures.

On November 29, 2017, we entered into the Consent and Ninth Amendment to our Credit Agreement (the “Ninth Amendment”). The Ninth Amendment provides lender consent for us to incur unsecured debt (in particular, the Promissory Note) in connection with our acquisition of the Squirrel Brand business, and for: (i) the incurrence of unsecured debt in connection with the Acquisition and (ii) the Acquisition to constitute a “Permitted Acquisition” under the terms of the Credit Agreement. The Ninth Amendment also modified our collateral reporting requirements.

At ~~December~~March 28, ~~2017,~~2024, we had ~~$83,825~~$114,114 of available credit under the Credit Facility which reflects borrowings of ~~$30,000~~$32,093 and reduced availability as a result of ~~$3,675~~$3,793 in outstanding letters of credit. As of ~~December~~March 28, ~~2017,~~2024, we were in compliance with all financial covenants under the Credit ~~Facility and Mortgage~~ Facility.

Note 6 8 – 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				For the Quarter Ended				For the Thirty-Nine Weeks Ended
	December 28, 2017		December 29, 2016		December 28, 2017		December 29, 2016		March 28, 2024		March 30, 2023		March 28, 2024		March 30, 2023
Weighted average number of shares outstanding – basic		11,375,512		11,304,617		11,363,409		11,285,417		11,626,886		11,592,362		11,614,388		11,570,954
Effect of dilutive securities:
Stock options and restricted stock units		50,786		69,200		70,824		91,539

Restricted stock units										71,645		63,832		69,191		61,702
Weighted average number of shares outstanding – diluted		11,426,298		11,373,817		11,434,233		11,376,956		11,698,531		11,656,194		11,683,579		11,632,656

There were no anti-dilutive awards excluded from the computation of diluted earnings per share for ~~the current quarter andtwenty-six~~ ~~week~~any periods presented.

Note 79 – Stock-Based Compensation Plans

~~During~~At our annual meeting of stockholders on November 2, 2023, our stockholders approved a new equity incentive plan (the “2023 Omnibus Plan”) under which awards of options and stock-based awards may be made to employees, officers or non-employee directors of our Company. A total of 747,065 shares of Common Stock are authorized for grants of awards thereunder, which may be in the ~~second quarter~~form of ~~fiscal 2018, there were 60,582~~options, restricted stock, restricted stock units (“RSUs”) ~~awarded~~, stock appreciation rights (SARs”), performance shares, performance units, Common Stock or dividends and dividend equivalents.

The total number of shares of Common Stock with respect to ~~employees andnon-employee~~ ~~members~~which options or SARs may be granted in any calendar year to any participant may not exceed 500,000 shares (this limit applies separately with respect to each type of ~~the Board of Directors. The vesting period is generally three years~~award). Additionally, for awards of restricted stock, RSUs, performance shares or other stock-based awards that are intended to ~~employees~~qualify as performance-based compensation: (i) the total number of shares of Common Stock that may be granted in any calendar year to any participant may not exceed 250,000 shares (this limit applies separately to each type of award) and ~~one year~~(ii) the maximum amount that may be paid to any participant for awards to~~non-employee~~ ~~directors.~~

that are payable in cash or property other than Common Stock ~~option activity was insignificant during the first half of fiscal 2018.~~in any calendar year is $5,000.

The following is a summary of RSU activity for the first ~~half~~thirty-nine weeks of fiscal ~~2018:~~2024:

Restricted Stock Units
   Shares    Weighted
Average Grant
Date Fair Value
Outstanding at June 29, 2017
   201,858    $ 40.36
Activity:

Granted
   60,582    54.41
Vested
   (55,956 )    38.24
Forfeited
   (11,038 )    33.59




Outstanding at December 28, 2017
   195,446    $ 45.70


Restricted Stock Units	Shares			Weighted Average Grant Date Fair Value
Outstanding at June 29, 2023		155,012		$	67.87
Granted (a)		56,168		$	85.55
Vested (b)		(55,085	)	$	69.68
Forfeited		(621	)	$	72.58
Outstanding at March 28, 2024		155,474		$	73.60

(a)

The number of RSUs granted includes 8,031 RSUs with performance conditions for which the performance criteria had yet to be achieved. The final number of shares that will eventually be earned and vest (if any) has not yet been determined.

(b)

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

At ~~December~~March 28, ~~2017,~~2024, there ~~are 60,490~~were 23,588 RSUs outstanding that ~~are~~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 28,
2017    December 29,
2016    December 28,
2017    December 29,
2016
Stock-based compensation expense
   $ 891    $ 878    $ 1,429    $ 1,428


	For the Quarter Ended				For the Thirty-Nine Weeks Ended
	March 28, 2024		March 30, 2023		March 28, 2024		March 30, 2023
Stock-based compensation expense	$	1,098	$	941	$	3,228	$	3,228

As of ~~December~~March 28, ~~2017,~~2024, there was ~~$4,875~~$5,665 of total unrecognized compensation expense related tonon-vested RSUs granted under our stock-based compensation plans. We expect to recognize that cost over a weighted average period of ~~1.9~~ 1.5 years.

Note 8 10 – ~~Dividends~~

On July 11, 2017, our Board of Directors, after considering the financial position of our Company and other factors, declared a special cash dividend of $2.00 per share and a regular annual cash dividend of $0.50 per share on all issued and outstanding shares of Common Stock and Class A Stock of the Company (the “July 2017 Dividends”). The July 2017 Dividends of approximately $28,370 were paid on August 15, 2017 to stockholders of record as of the close of business on August 2, 2017.

~~Note 9 –~~ Retirement Plan

The Supplemental Employee Retirement Plan (“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 Thirty-Nine Weeks Ended
	March 28, 2024		March 30, 2023		March 28, 2024		March 30, 2023
Service cost	$	63	$	200	$	189	$	601
Interest cost		350		342		1,050		1,025
Amortization of loss		—		7		—		21
Net periodic benefit cost	$	413	$	549	$	1,239	$	1,647

   For the Quarter Ended    For the Twenty-six Weeks Ended
   December 28,
2017    December 29,
2016    December 28,
2017    December 29,
2016
Service cost
   $ 152    $ 158    $ 304    $ 316
Interest cost
   212    202    425    405
Amortization of prior service cost
   240    240    479    479
Amortization of loss
   41    91    81    182








Net periodic benefit cost
   $ 645    $ 691    $ 1,289    $ 1,382

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

Note 1011 – Accumulated Other Comprehensive Loss

The table below sets forth the changes to accumulated other comprehensive loss (“AOCL”) for the~~twenty-six~~ thirty-nine weeks ended ~~December~~March 28, ~~2017~~2024 and ~~December 29, 2016.~~March 30, 2023.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)							For the Thirty-Nine Weeks Ended
Changes to AOCL^(a)	December 28, 2017			December 29, 2016			March 28, 2024			March 30, 2023
Changes to AOCL^(a)	$	(4,404	)	$	(6,425	)	$	(204	)	$	(2,480	)
Other comprehensive income before reclassifications		—			—			—			—
Amounts reclassified from accumulated other comprehensive loss		560			661			—			21
Tax effect		(219	)		(251	)		—			(5	)

Net current-period other comprehensive income		341			410			—			16

Balance at end of period	$	(4,063	)	$	(6,015	)	$	(204	)	$	(2,464	)

~~(a)~~

~~Amounts in parenthesis indicate debits/expense.~~

(a)

Amounts in parenthesis indicate debits/expense.

The reclassifications out of AOCL for the quarter and~~twenty-six~~ thirty-nine weeks ended ~~December~~March 28, ~~2017~~2024 and ~~December 29, 2016~~March 30, 2023 were as follows:

For the Quarter Ended

For the Twenty-six Weeks Ended
Affected line
item in
the Consolidated
Statements of
Comprehensive
Income
Reclassifications from AOCL to earnings^(b)
   December 28,
2017 December 29,
2016 December 28,
2017 December 29,
2016
Amortization of defined benefit pension items:

Unrecognized prior service cost
   $ (240 ) $ (240 ) $ (479 ) $ (479 ) Other expense
Unrecognized net loss
   (41 ) (91 ) (81 ) (182 ) Other expense


Total before tax
   (281 ) (331 ) (560 ) (661 )
Tax effect
   111 126 219 251 Income tax expense


Amortization of defined pension items, net of tax
   $ (170 ) $ (205 ) $ (341 ) $ (410 )


	For the Quarter Ended					For the Thirty-Nine Weeks Ended					Affected Line Item
Reclassifications from AOCL to Earnings (b)	March 28, 2024		March 30, 2023			March 28, 2024		March 30, 2023			Consolidated Statements of Comprehensive Income
Amortization of defined benefit pension items:
Unrecognized net loss	$	—	$	(7	)	$	—	$	(21	)	Pension expense (excluding service costs)
Tax effect		—		2			—		5		Income tax expense
Amortization of defined pension items, net of tax	$	—	$	(5	)	$	—	$	(16	)

~~(b)~~

(b)

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

Note 1110 – ~~Income Taxes~~

~~Income tax expense as a percent ofpre-tax~~ ~~income (the “Effective Tax Rate”)~~“Retirement Plan” above for ~~the quarter ended December 28, 2017 was 39.0% compared to an Effective Tax Rate of 31.6% for the quarter ended December 29, 2016. The Effective Tax Rate for thetwenty-six~~ ~~weeks ended December 28, 2017 was 35.4% compared to an Effective Tax Rate of 32.9% for thetwenty-six~~ weeks ended December 29, 2016. The increase in the Effective Tax Rate for the quarter and six months ended December 28, 2017 was primarily related to the re-measurement of our net deferred tax assets incorporating the new federal income tax rate.

additional details.

H.R.1, originally known as the Tax Cuts and Jobs Act of 2017, was enacted on December 22, 2017, and includes, among other items, a reduction in the federal corporate income tax rate from 35% to 21%, which will have a material favorable impact on our effective income tax rate and cash income taxes paid going forward. Because we have a June fiscal~~year-end,~~ the lower corporate income tax rate will be phased in during the 2018 calendar year, resulting in a U.S. statutory federal rate of approximately 28% for our fiscal year ending June 28, 2018, and 21% for subsequent fiscal years. Our net deferred tax asset balances are recorded at the tax rate expected to be in effect during the period in which the related temporary differences reverse. Therefore, this reduction in the corporate federal income tax rate required a~~non-cash~~ ~~reduction of our net deferred tax asset balances and a corresponding increase in income tax expense of $2,408 during the quarter andtwenty-six~~ weeks ended December 28, 2017. We scheduled out the expected reversal of temporary differences, including anticipated changes in our pension accrual and fixed asset acquisitions for the next six months, which required the use of reasonable estimates. Actual results could differ from those estimates, and thus further adjustment of our deferred tax asset balances are possible.

~~Windfall tax benefits related to the excess tax deduction of share-based compensation of $332 and $446 for the quarter andtwenty-six~~ ~~weeks ended December 28, 2017 partially offset the impact of the reduction of the corporate tax rate.~~

Note 12 – 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 ~~appropriate accruals which management has established.~~applicable accruals. 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.

We are subject to a class-action complaint for an employment related matter. Mediation for this matter occurred in fiscal 2017. In August 2017, we agreed in principle to a $1,200 settlement for which we were fully reserved at June 29, 2017. The~~non-monetary~~ ~~components~~

Table of the settlement are still being finalized.Contents

Note 13 – Fair Value of Financial Instruments

~~Authoritative guidance issued by the~~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), and because of 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 28,
2017    June 29,
2017    December 29,
2016
Carrying value of long-term debt:
   $ 38,256    $ 28,808    $ 30,532
Fair value of long-term debt:
   38,584    29,316    31,124


	March 28, 2024		June 29, 2023		March 30, 2023
Carrying value of current and long-term debt:	$	7,276	$	7,774	$	7,933
Fair value of current and long-term debt:		6,638		7,421		6,865

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 14 ~~– Related Party Transaction~~

In connection with the Acquisition on November 30, 2017, we incurred $11,500 of unsecured debt to the principal owner and seller of the Squirrel Brand business, who was subsequently appointed as an executive officer of the Company. The interest rate on the Promissory Note is 5.5% per annum and the outstanding balance at December 28, 2017 was $11,181. Interest paid on the Promissory Note during the second quarter of fiscal 2018 was immaterial.

~~Note 15~~ – Recent Accounting Pronouncements

~~The following~~There were no recent accounting pronouncements ~~have been~~ adopted in the current fiscal ~~year:~~year.

~~In March 2017, the FASB issued ASUNo. 2017-07~~ “~~Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost~~”. The amendments in this update require the service cost component of pension expense to be disaggregated from the other components of net periodic benefit cost and be presented in the same line items as other employee compensation costs. All other components of net periodic benefit cost (interest cost, amortization of prior service cost and amortization of unrecognized loss) must be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. The amendments in this update also allow only the service cost component to be eligible for capitalization when applicable (for example, as a cost of internally manufactured inventory or a self-constructed asset). This update is effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those annual periods. Early adoption is permitted as long as it is early adopted in the first interim period of an annual year and financial statements have not been issued or made available for issuance prior to adoption. The amendments in this update should be applied using a retrospective transition method, however, a practical expedient is offered with regard to the prior comparative periods. The Company adopted ASU~~2017-07~~ in the first quarter of fiscal 2018. Service cost continues to be presented as a component of Administrative expense while the remaining components of net periodic benefit cost (interest cost, amortization of prior service cost and amortization of unrecognized loss)There are now presented below the caption Other expense on the Consolidated Statements of Comprehensive Income. Adoption of this update required a reclassification of $533 and $1,066 in the prior year second quarter and~~twenty-six~~ ~~week period, respectively, from Administrative expense to Other expense.~~

~~In October 2016, the FASB issued ASUNo. 2016-17~~ “~~Consolidation (Topic 810): Interests Held Through Related Parties That Are Under Common Control~~~~”. This update amends ASU2015-02~~ ~~and affects reporting entities that are required to evaluate whether they should consolidate a variable interest entity in certain situations involving entities under common control. ASU2016-17~~ ~~is effective for the Company in fiscal 2018 and requires retrospective application. The adoption of ASU2016-17~~ ~~did not have any impact to the Consolidated Financial Statements.~~

~~In July 2015, the FASB issued ASUNo. 2015-11~~ “~~Inventory (Topic 330): Simplifying the Measurement of Inventory~~~~”. This update applies to inventory measured usingfirst-in,first-out~~ or average cost and requires inventory be measured at the lower of cost and net realizable value. Net realizable value is defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. When evidence exists that the net realizable value of inventory is lower than its cost, the difference shall be recognized as a loss in earnings in the period in which it occurs. That loss may be required, for example, due to damage, physical deterioration, obsolescence, changes in price levels, or other causes. This update became effective for the Company beginning in fiscal year 2018 with prospective application required. The adoption of ASU~~2015-11~~ ~~did not have any impact to the consolidated financial statements.~~

~~The following~~no recent accounting pronouncements that have been issued and not yet ~~been adopted:~~

~~In January 2017, the FASB issued ASC UpdateNo. 2017-04~~ “~~Intangibles—Goodwill and Other Topics (Topic 350): Simplifying the Test for Goodwill Impairment~~”. The purpose of this update is to reduce the cost and complexity of evaluating goodwill for impairment. It eliminates the need for entities to calculate the impaired fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as ifadopted that reporting unit had been acquired in a business combination, commonly referred to as “Step 2”. Under this amendment, an entity will perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge is recognized for the amount by which the carrying value exceeds the reporting unit’s fair value. This update is effective beginning in fiscal 2021. We do not expect this updateare expected to have a material impact on our Consolidated Financial Statements.

Note 15 – Subsequent Event

~~In February 2016,~~On May 1, 2024, our Board of Directors declared a special cash dividend of $1.00 per share on all issued and outstanding shares of Common Stock and Class A Stock of the ~~FASB issued ASUNo. 2016-02~~~~“Leases (Topic 842)”~~Company (the “May 2024 Dividends”). 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 disclosuresMay 2024 Dividends will be ~~required. ASUNo. 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 will be effective for the Company beginning in fiscal year 2020. This guidance must be adopted using a modified retrospective approach and early adoption is permitted. The Company expects this new guidancepaid on June 20, 2024 to ~~have a significant impact on its total assets and total liabilities, and lead to increased financial statement disclosures.~~

~~In May 2014, the FASB issued ASUNo. 2014-09~~~~“Revenue from Contracts with Customers (Topic 606)”~~ ~~and created a new ASC Topic 606,~~~~Revenue from Contracts with Customers~~~~, and added ASC Subtopic340-40,~~ ~~Other Assets and Deferred Costs — Contracts with Customers~~~~. The guidance in this update supersedes the revenue recognition requirements in ASC Topic 605,~~~~Revenue Recognition~~~~, and most industry-specific guidance throughout the industry topics~~stockholders of record as of the ~~codification. Under the new guidance, an entity should recognize revenue to depict the transfer~~close of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Several other amendments have been subsequently released, eachbusiness on May 31, 2024.

Table of which provide additional narrow scope clarifications or improvements. In August 2015, the FASB issued ASUNo. 2015-14“Revenue from Contracts with Customers, Deferral of the Effective Date” which deferred the effective date of ASU2014-09 for one year. Consequently, this new revenue recognition guidance will be effective for the Company beginning in fiscal year 2019, which is our anticipated adoption date. We have completed our initial analysis of this accounting standard update which included a review of all material customer contracts and currently do not anticipate any material changes to our revenue recognition compared to current GAAP. We are currently evaluating the method of adoption.Contents

Item 2. ~~Management’s~~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 offifty-two weeks (four thirteen-week quarters). Additional information on the comparability of the periods presented is as follows:

•

References herein to fiscal ~~2018~~2024 and fiscal ~~2017~~2023 are to the fiscal year ending June ~~28, 2018~~27, 2024 and the fiscal year ended June 29, ~~2017,~~2023, 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 our Fisher, Orchard Valley Harvest, Squirrel Brand and Southern Style Nuts brand names and under a variety of private ~~brands and under the~~~~Fisher, Orchard Valley Harvest,~~~~Squirrel Brand, Southern Style Nuts,~~~~and~~ ~~Sunshine Country~~~~brand names.~~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, ~~snacks~~snack and trail mixes, nutrition bars, snack bars, snack bites, sunflower kernels, dried fruit, corn snacks, chickpea snacks, sesame sticks, ~~and~~ other sesame snack products and baked cheese snack products under our brand names, including Just the Cheese, and under private ~~brands and brand names.~~brands. We distribute our products in the consumer, commercial ingredients and contract packaging distribution channels.

~~The Company’s long-term objective to drive profitable~~Our Long-Range Plan defines our future growth priorities and focuses on growing our private brand business across key customers, as ~~identified in our strategic plan (the “Strategic Plan”), includes growing~~well as transforming Fisher,, Orchard Valley Harvest,and Squirrel Brand~~and~~ ~~Southern Style Nuts~~ into leading ~~nut~~ brands while increasing distribution and diversifying our portfolio into high growth snacking segments. We will execute on our Long-Range Plan by ~~focusing~~providing private brand customer value-added solutions based on our extensive industry and consumer expertise with innovative products such as our newly developed product line of private brand nutrition bars which we introduced during fiscal 2023. We will grow our branded business by reaching new consumers ~~demanding quality nuts in the snacking, recipe~~via product expansion and ~~produce categories, providing integrated nut solutions to grownon-branded~~ ~~business at existing key customers in each~~packaging innovation, expanding distribution ~~channel~~across current and ~~increasing our consumer reach efforts, including by expanding~~alternative channels, diversifying our product offerings ~~into alternative distribution channels. We executed~~and focusing on new ways for consumers to buy our ~~Strategic~~products, including sales via e-commerce platforms. Our Long-Range Plan inalso contemplates increasing our sales through product innovation and targeted, opportunistic acquisitions, such as the acquisition of the Just the Cheese brand completed during fiscal 2023 and the recent Lakeville Acquisition completed during the second quarter of fiscal ~~2018 by completing the strategic acquisition of Squirrel Brand, L.P. (“Squirrel Brand”), a former contract packaging customer. In addition, we managed~~2024, which expanded our ability to ~~grow our~~~~Fisher~~ ~~recipe nut sales volume in the quarter by focusing on our promotional activity and expanding distribution, despite a major~~~~Fisher~~ ~~recipe nut customer transitioning to a private label program for certain package types during the quarter.~~

~~We face a number of challenges in the future which include, among others, volatile commodity costs for certain tree nuts, especially cashews, and intensified competition for market share from both~~produce private brand snack bars and ~~name~~allows us to provide our private brand ~~products. We also face changing industry trends resulting in retail consolidation and Internet price competition for nut and nut related products, as well as significant risks associated~~customers with ~~increasing use of fixed price arrangements with certain of our customers.~~ a complete snack bar portfolio.

We will continue to focus ~~on seeking profitable business opportunities to further utilize~~ our ~~additional production capacity at our primary manufacturing, processing and distribution facility located in Elgin, Illinois (the “Elgin Site”). We expect to maintain our recent level of~~ promotional and advertising activity ~~for~~to invest in our~~Fisher~~ brands to achieve growth. We intend to execute on an omnichannel approach to win in key categories including recipe nuts, snack nuts, trail mix and~~Orchard Valley Harvest~~ ~~brands.~~ other snacking categories. We continue to see ~~significant domestic sales and volume~~e-commerce growth ~~in our~~~~Orchard Valley Harvest~~ ~~brand and expect to continue to focus on this portion of~~across our branded ~~business.~~portfolio and anticipate taking various actions with the goal of maintaining that growth across a variety of established and emerging e-commerce platforms. We ~~will~~ continue to face the ongoing challenges and/or regulations specific to our business, such as food safety and regulatory ~~issues and~~matters, the maintenance and growth of our customer ~~base.~~base for branded and private brand products and consumer demand for nut and nut-related products in a challenging snack food environment. See the information referenced in Part II, Item 1A — “Risk Factors” of this report for additional information about our risks, challenges and uncertainties.

We face a number of challenges in the future, which include integrating the recent Lakeville Acquisition into our existing business, the impacts of ongoing inflation in food prices, elevated interest rates that negatively impact economic growth, consumers reducing their purchases in the snack and nut category, including branded nut products, potential for economic downturn in the markets in which we operate and continued supply chain challenges. We continue to experience a tight labor market which has led to elevated labor costs.

Inflation and Consumer Trends

We face changing industry trends as consumers' purchasing preferences evolve. Due to the continued inflationary environment, we have seen higher selling prices at retail. These higher prices across our categories and the broader food market, coupled with an actual or potential economic downturn and tightening of consumer finances due to inflation, reduced government support through programs such as SNAP or a variety of other reasons, are causing consumers to purchase fewer snack products. We have seen this through the decline in the recipe and snack nut categories since fiscal 2023 and during fiscal 2024, as consumers shift their preferences to private brands or lower priced nuts or purchase snack products outside the snack and nut and trail mix category. With the inflationary environment, we are also seeing signs of consumers shifting to more value-focused retailers, such as mass merchandising retailers, club stores and dollar stores, not all of which we distribute or sell to.

Supply Chain and Transportation

In recent quarters, we have faced supply chain challenges related to certain raw material shortages, extended lead-times, supplier capacity constraints and inflationary pressures. While we do not have direct exposure to suppliers in Russia, Ukraine or Israel, the conflicts in these regions could continue to result in volatile commodity markets, supply chain disruptions and increased costs. Global supply chain pressures have eased, but we continue to see negative impacts related to macro-economics, geo-political unrest, growing political instability and climate-related events. We experienced minimal disruption from the Baltimore bridge collapse that occurred in March 2024 as ships were diverted to alternative east coast ports. Overall packaging and ingredient inflation appears to be leveling off but is expected to remain above historical levels.

While we have seen stabilization in truckload capacity and volume at U.S. ports and improvements with driver hiring, there are still warehouse and dock staff shortages and fuel and energy concerns due to continued unrest abroad coupled with persistent inflation. We have seen continued trucking company bankruptcies which may cause instability in the transportation industry, however, we expect to be able to hold freight rates flat for the remainder of fiscal 2024. While there are indicators of transportation cost improvement, and despite our mitigation of some of the transportation shortages, we may continue to face an unpredictable transportation environment. There is no guarantee that our mitigation strategies will continue to be effective, that any transportation capacity easing will continue or that transportation prices will return to more normalized levels.

We have remained agile by proactively identifying risks, modifying inventory plans and diversifying our supplier base to mitigate risk of customer order shortages and maintain our supply chain. We continue to proactively manage our business in response to the evolving global economic environment and related uncertainty and intend to take steps to mitigate impacts to our supply chain. If these supply chain pressures continue, or we cannot obtain the transportation and labor services needed to fulfill customer orders, such shortages and supply chain issues could have an unfavorable impact on net sales and our operations in the remaining quarter of fiscal 2024. Furthermore, the cocoa market has seen a significant increase in price fueled by speculation of a short crop and shortages may begin in the marketplace in the near term. Additionally, as costs increase due to these issues or due to overall inflationary pressures, there is an additional risk of not being able to pass (in part or in full) such potential cost increases onto our customers or in a timely manner. If we cannot align costs with prices for our products, our operating performance could be adversely impacted.

QUARTERLY HIGHLIGHTS

Our net sales of ~~$259.1~~$271.9 million for the ~~second~~third quarter of fiscal ~~2018~~2024 increased ~~3.9%~~$33.3 million, or 14.0%, from our net sales of ~~$249.4~~$238.5 million for the ~~second~~third quarter of fiscal ~~2017.~~2023. Net sales for the first~~twenty-six~~ thirty-nine weeks of fiscal ~~2018~~2024 increased by ~~$2.2~~$31.7 million, or ~~0.5%~~4.1%, to ~~$473.9~~$797.2 million ~~from net sales of $471.7 million for~~compared to the first~~twenty-six~~ thirty-nine weeks of fiscal ~~2017.~~2023.

Sales volume, measured as pounds sold to customers, increased ~~0.7 million pounds, or 0.9% in~~22.6% compared to the ~~second~~third quarter of fiscal ~~2018, compared to the second quarter of fiscal 2017.~~2023. Sales volume for the first~~twenty-six~~ thirty-nine weeks of fiscal ~~2018 was relatively unchanged~~2024 increased 8.8% compared to the first~~twenty-six~~ thirty-nine weeks of fiscal ~~2017.~~2023.

Gross profit decreased ~~by $5.5~~$0.6 million, and our gross profit margin, as a percentage of net sales, decreased to ~~14.6%~~18.1% for the ~~second~~third quarter of fiscal ~~2018~~2024 compared to ~~17.4%~~20.9% for the ~~second~~third quarter of fiscal ~~2017.~~2023. Gross profit ~~decreased by $7.1~~increased $7.2 million, and our gross profit margin ~~decreased~~increased to ~~15.3%~~20.6% from ~~16.9%~~20.5% for the first~~twenty-six~~ thirty-nine weeks of fiscal ~~2018~~2024 compared to the first~~twenty-six~~ thirty-nine weeks of fiscal ~~2017.~~2023.

Total operating expenses for the ~~second~~third quarter of fiscal ~~2018~~2024 increased by ~~$0.5~~$2.9 million, or ~~2.2%~~10.3%, compared to the ~~second~~third quarter of fiscal ~~2017.~~2023. As a percentage of net sales, total operating expenses in the ~~second~~third quarter of fiscal ~~2018~~2024 decreased to ~~9.1%~~11.3% from ~~9.3%~~11.7% for the ~~second~~third quarter of fiscal ~~2017. For~~2023. Total operating expenses for the first ~~half~~thirty-nine weeks of fiscal ~~2018,~~2024 increased by $5.4 million, or 6.1%, compared to the first thirty-nine weeks of fiscal 2023. As a percentage of net sales, total operating expenses ~~decreased by $1.4 million, to 8.7% of net sales compared to 9.0%~~ for the first ~~half~~thirty-nine weeks of fiscal ~~2017.~~2024 increased to 11.7% from 11.5% for the first thirty-nine weeks of fiscal 2023.

The total value of inventories on hand at the end of the ~~second~~third quarter of fiscal ~~2018 decreased by $13.8~~2024 increased $20.3 million, or ~~7.6%~~10.7%, in comparison to the total value of inventories on hand at the end of the ~~second~~third quarter of fiscal ~~2017.~~2023.

On November 30, 2017 we completed the acquisition of the Squirrel Brand business for a purchase price of $33.4 million (the “Acquisition”). Squirrel Brand is one of the nation’s leading suppliers of indulgent and premium roasted nuts and snack mixes under its~~Squirrel Brand~~ ~~and~~~~Southern Style Nuts~~ brands. Prior to the Acquisition, Squirrel Brand was a customer in our Contract Packaging sales channel for fourteen years. Through this Acquisition, we increased our customer base and branded portfolio as part of our goal of expanding into alternative distribution channels.

We have seen acquisition costs for all major tree nuts, other than walnuts, remain flat or decrease, and we have seen acquisition costs for peanuts ~~and cashews~~ increase modestly in the ~~2017~~2023 crop year (which falls into our current ~~2018~~2024 fiscal year). We completed procurement of inshell walnuts during the first half of fiscal ~~2018. During the third quarter, we will determine~~2024 and the final total payments due to our walnut growers were determined in the current quarter. The final prices paid, and remaining to be paid to the walnut growers, were based upon current market prices and other factors, such as crop size and export demand. A large majority of payments to walnut growers were completed in the third quarter of fiscal 2024. Remaining amounts to be paid to walnut growers as of March 28, 2024 are final and are not subject to revision. We ~~have estimated the liability to~~decreased our walnut ~~growers and our walnut inventory costs using currently available information. Any difference between our estimated~~grower liability ~~and the actual final liability will be determined~~by approximately $0.3 million during the third quarter of fiscal ~~2018~~2024, as the final payments due to walnut growers are slightly less than the amounts estimated at the end of the second quarter. This decrease is insignificant compared to our total inshell walnut procurement costs for the year, and ~~will be recognized in~~the portion of the adjustment to cost of sales was immaterial to our ~~financial~~ results ~~at that time.~~of operations.

RESULTS OF OPERATIONS

Net Sales

~~Our~~In the third quarter of fiscal 2024, our net sales increased ~~3.9%~~14.0% to ~~$259.1~~$271.9 million ~~in the second quarter of fiscal 2018~~ compared to net sales of ~~$249.4~~$238.5 million for the ~~second~~third quarter of fiscal ~~2017. The increase in net sales was~~2023, primarily due to the Lakeville Acquisition, which closed on the first day of our second quarter and increased quarterly net sales ~~of snack and trail mix products in our consumer distribution channel combined with a 2.9% increase in the weighted average sales price per pound.~~by approximately $46.9 million. Sales volume, which is defined as pounds sold to customers, increased ~~approximately 0.9%~~22.6%, also due to the Lakeville Acquisition. The Lakeville Acquisition increased our quarterly sales volume by 18.1 million pounds, or 24.1%, over the third quarter of fiscal 2023. Sales volume for the third quarter, excluding the impact of the Lakeville Acquisition, decreased 1.4%, from softness in consumer demand, and the ~~quarterly comparison.~~weighted average sales price per pound decreased 4.3% primarily from lower commodity acquisition costs for all major nut types except walnuts and peanuts.

For the first~~twenty-six~~ thirty-nine weeks of fiscal ~~2018~~2024 our net sales were ~~$473.9~~$797.2 million, an increase of ~~$2.2~~$31.7 million, or ~~0.5%~~4.1%, compared to the same period of fiscal ~~2017. The increase~~2023. Excluding the impact of the Lakeville Acquisition, net sales decreased 5.7% to $721.6 million, which was primarily attributable to a 3.8% decline in sales volume. In addition to the decline in sales volume, a 2.0% decrease in weighted average selling price per pound also contributed to the decline in net ~~sales was primarily due to a slight increase in sales volume.~~sales.

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						For the Quarter Ended						For the Thirty-Nine Weeks Ended
Product Type	December 28, 2017			December 29, 2016			December 28, 2017			December 29, 2016			March 28, 2024			March 30, 2023			March 28, 2024			March 30, 2023
Peanuts		13.0	%		13.9	%		14.3	%		14.2	%
Peanuts & Peanut Butter														18.0	%		20.1	%		18.0	%		18.5	%
Pecans		20.5			22.5			17.4			19.0			6.2			8.0			10.1			12.2
Cashews & Mixed Nuts		26.0			23.1			25.4			23.3			17.3			22.0			18.5			20.9
Walnuts		9.8			9.6			9.2			9.2			3.7			4.8			4.6			5.8
Almonds		12.5			14.1			13.8			16.4			7.7			9.3			8.0			8.9
Trail & Snack Mixes		12.9			12.2			14.6			13.0			23.5			28.2			24.8			27.0
Snack Bars														17.6			0.2			9.7			0.1
Other		5.3			4.6			5.3			4.9			6.0			7.4			6.3			6.6

Total		100.0	%		100.0	%		100.0	%		100.0	%		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										For the Quarter Ended
Distribution Channel	December 28, 2017		December 29, 2016		Change			Percent Change			March 28, 2024		Percentage of Total			March 30, 2023		Percentage of Total			$ Change			% Change
Consumer⁽¹⁾	$	181,533	$	168,778	$	12,755			7.6	%	$	225,994		83.1	%	$	185,128		77.6	%	$	40,866			22.1	%
Commercial Ingredients		35,578		40,325		(4,747	)		(11.8	)		26,955		9.9			30,901		13.0			(3,946	)		(12.8	)
Contract Packaging		42,007		40,272		1,735			4.3			18,935		7.0			22,506		9.4			(3,571	)		(15.9	)

Total	$	259,118	$	249,375	$	9,743			3.9	%	$	271,884		100.0	%	$	238,535		100.0	%	$	33,349			14.0	%

~~(1)~~

~~Sales of branded products were approximately 45% and 47% of total consumer sales during the second quarter of fiscal 2018 and fiscal 2017, respectively.~~~~Fisher~~ branded products were approximately 84% and 89% of branded sales during the second quarter of fiscal 2018 and fiscal 2017, respectively, with branded produce products accounting for most of the remaining branded product sales.

(1)

Sales of branded products were approximately 14% and 18% of total consumer sales during the third quarter of fiscal 2024 and fiscal 2023, respectively. Fisher branded products were approximately 54% and 52% of branded sales during the third quarter of fiscal 2024 and fiscal 2023, respectively, with Orchard Valley Harvest brandedproducts accounting for the majority 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										For the Thirty-Nine Weeks Ended
Distribution Channel	December 28, 2017		December 29, 2016		Change			Percent Change			March 28, 2024		Percentage of Total			March 30, 2023		Percentage of Total			$ Change			% Change
Consumer⁽¹⁾	$	317,501	$	303,945	$	13,556			4.5	%	$	651,690		81.7	%	$	606,188		79.2	%	$	45,502			7.5	%
Commercial Ingredients		71,987		91,045		(19,058	)		(20.9	)		82,802		10.4			90,827		11.9			(8,025	)		(8.8	)
Contract Packaging		84,421		76,678		7,743			10.1			62,719		7.9			68,449		8.9			(5,730	)		(8.4	)

Total	$	473,909	$	471,668	$	2,241			0.5	%	$	797,211		100.0	%	$	765,464		100.0	%	$	31,747			4.1	%

~~(1)~~

~~Sales of branded products were approximately 42% and 43% of total consumer sales during the firsttwenty-six~~ ~~weeks of fiscal 2018 and fiscal 2017, respectively.~~~~Fisher~~ ~~branded products were approximately 83% and 87% of branded sales during the firsttwenty-six~~ ~~weeks of fiscal 2018 and fiscal 2017, respectively, with branded produce products accounting for most of the remaining branded product sales.~~

(1)

Sales of branded products were approximately 19% and 22% of total consumer sales during the first thirty-nine weeks of fiscal 2024 and fiscal 2023, respectively. Fisher branded products were approximately 65% and 66% of branded sales during the first thirty-nine weeks of fiscal 2024 and fiscal 2023, respectively, with Orchard Valley Harvest brandedproducts accounting for the majority of the remaining branded product sales.

Net sales in the consumer distribution channel increased ~~by 7.6% in dollars~~$40.9 million, or 22.1%, and ~~6.6% in~~ sales volume increased 33.1% in the ~~second~~third quarter of fiscal ~~2018~~2024 compared to the ~~second~~third quarter of fiscal ~~2017. The~~2023 due to the Lakeville Acquisition. Excluding the Lakeville Acquisition, net sales in the consumer distribution channel decreased $6.0 million, or 3.2%, and sales volume ~~increase was~~increased 0.3%. Private brand sales volume increased 38.6% driven by ~~increased~~the Lakeville Acquisition, whose sales ofvolume is almost exclusively private brand ~~and~~~~Orchard Valley Harvest~~ ~~trail mixes.~~bars. Excluding the Lakeville Acquisition, private brand sales volume increased approximately 0.5%. Sales volume ~~for~~of Fisher ~~recipe nuts increased 3.4% due to distribution gains with new and existing customers, increased promotional activity, and a product line extension for raw peanuts. A 55.6% increase in sales volume of~~~~Orchard Valley Harvest~~ ~~produce products was driven by new item introductions and distribution gains at new and existing customers. Sales volume for~~~~Fisher~~ snack nuts decreased ~~2.8% mainly from lower promotional activity.~~15.8% due to lost distribution as a mass merchandising retailer and decreased sales volume at several grocery store retailers which was partially offset by an increase in e-commerce sales volume.

In the first~~twenty-six~~ thirty-nine weeks of fiscal ~~2018,~~2024, net sales in the consumer distribution channel increased ~~by 4.5% in dollars~~$45.5 million, or 7.5%, and ~~increased 4.4% in~~ sales volume increased 13.9% compared to the same period of fiscal ~~2017. The~~2023 due to the Lakeville Acquisition. Excluding the Lakeville Acquisition, net sales in the consumer distribution channel decreased $29.5 million, or 4.9%, and sales volume ~~increase was~~decreased 2.8%. Private brand sales volume increased 17.7% driven by ~~increased sales of~~the Lakeville Acquisition. Excluding the Lakeville Acquisition, private brand sales volume decreased 2.3% due to softness in consumer spending at two mass merchandising retailers. These sales volume decreases were partially offset by increased distribution of seasonal items at a grocery store retailer. Sales volume of Fisher recipe nuts decreased 9.5% due to soft customer demand across mass merchandising and grocery store retailers and less merchandising activity at several grocery store retailers. Sales volume of Fisher snack nuts decreased 16.4% for the reasons already cited in the quarterly comparison. Sales volume of Southern Style Nuts decreased 27.5% due to reduced distribution and fewer promotional programs at a club store customer. The above decreases in sales volume were partially offset by a 4.3% increase in sales volume for Orchard Valley Harvest ~~trail mixes.~~ primarily due to increased distribution at a major customer in the non-food sector.

Net sales in the commercial ingredients distribution channel decreased ~~by 11.8% in dollars~~$3.9 million, or 12.8%, and ~~14.5% in~~ sales volume decreased 2.4% in the ~~second~~third quarter of fiscal ~~2018~~2024 compared to the ~~second~~third quarter of fiscal ~~2017.~~ 2023. The sales volume decrease was due to competitive pricing pressure coupled with non-recurring peanut butter sales at a foodservice distributor that occurred in fiscal 2023. This decrease was partially offset by new peanut butter business at two other food service distributors and new sales volume of loose granola associated with the Lakeville Acquisition. Excluding the Lakeville Acquisition, sales volume decreased 3.0%.

In the first~~twenty-six~~ thirty-nine weeks of fiscal ~~2018,~~2024, net sales in the commercial ingredients distribution channel decreased ~~by 20.9% in dollars~~$8.0 million, or 8.8%, and ~~15.8% in~~ sales volume decreased 0.7% compared to the same period of fiscal ~~2017. The~~2023. Excluding the Lakeville Acquisition, sales volume ~~decrease for both the quarterly andtwenty-six~~ ~~week period was primarily~~decreased 2.1% due to the ~~loss of a bulk almond butter customer that occurred~~reason cited in the ~~latter part~~quarterly comparison and an 11.4% decrease in sales volume of ~~the fiscal 2017 second quarter.~~peanut crushing stock to peanut oil processors due to reduced peanut shelling.

Net sales in the contract packaging distribution channel ~~increased by 4.3%~~decreased $3.6 million, or 15.9%, and sales volume decreased 11.3% in ~~dollars and declined 1.9%~~the third quarter of fiscal 2024 compared to the third quarter of fiscal 2023. The decrease in sales volume ~~in the second quarter of fiscal 2018 compared to the second quarter of fiscal 2017. The sales volume decrease~~ was ~~mainly~~ due to ~~our acquisition of the Squirrel Brand business at the end of November 2017. Squirrel Brand sales volume for December in the current quarter was included in the~~decreased cashew and mixed nuts distribution by a major customer due to soft consumer and commercial ingredients channels, while Squirrel Brand sales volume for December in the fiscal 2017 second quarter was included in the contract packaging distribution channel because Squirrel Brand was a contract packaging customer during the second quarter of fiscal 2017.demand.

In the first~~twenty-six~~ thirty-nine weeks of fiscal ~~2018,~~2024, net sales in the contract packaging distribution channel ~~increased by 10.1% in dollars~~decreased $5.7 million, or 8.4%, and ~~5.7% in~~ sales volume decreased 13.4% compared to the ~~firsttwenty-six~~ ~~weeks~~same period of fiscal ~~2017. Increased~~2023. The sales volume decrease was attributable to ~~an existing customer from new item introductions during~~ the ~~firsttwenty-six~~ ~~weeks~~reason cited in the quarterly comparison.

Table of fiscal 2018 drove the increase in sales volume.Contents

Gross Profit

Gross profit decreased by ~~$5.5~~$0.6 million, or ~~12.7%~~1.2%, to ~~$37.9~~$49.2 million for the ~~second~~third quarter of fiscal ~~2018~~2024 compared to $49.8 million for the ~~second~~third quarter of fiscal ~~2017.~~2023. Excluding the Lakeville Acquisition, gross profit decreased approximately 7.2%, or $3.6 million. The decrease in gross profit was due to higher commodity acquisition costs for peanuts and walnuts, reduced production volume and increased expenditures relating to facility repairs and maintenance, noncompliant inventory and incentive compensation. Our gross profit margin, as a percentage of net sales, decreased to ~~14.6%~~18.1% for the ~~second~~third quarter of fiscal ~~2018~~2024 compared to ~~17.4%~~20.9% for the ~~second~~third quarter of fiscal ~~2017. The decreases in gross profit and gross profit margin were~~2023 mainly related to the higher sales base due to increased commodity acquisition costs for walnuts and pecans. We could not raise walnut and pecan selling prices to cover these acquisition cost increases due to prior holiday promotional pricing commitments that we made primarily to support new~~Fisher~~ ~~recipe nut distribution.~~

the Lakeville Acquisition.

Gross profit ~~decreased by $7.1 million, or 8.9%, to $72.7~~was $164.1 million for the first~~twenty-six~~ thirty-nine weeks of fiscal ~~2018~~2024 compared to $156.9 million for the first~~twenty-six~~ thirty-nine weeks of fiscal ~~2017.~~2023. Our gross profit margin, ~~decreased~~as a percentage of net sales, increased slightly to ~~15.3%~~20.6% for the first~~twenty-six~~ thirty-nine weeks of fiscal ~~2018~~2024 compared to ~~16.9%~~20.5% for the first~~twenty-six~~ thirty-nine weeks of fiscal ~~2017. The decreases in gross profit and gross profit margin in the year to date comparison occurred primarily for the same reasons cited in the quarterly comparison.~~2023.

Operating Expenses

Total operating expenses for the ~~second~~third quarter of fiscal ~~2018~~2024 increased by ~~$0.5~~$2.9 million, or ~~2.2%~~10.3%, to ~~$23.6~~$30.8 million. Operating expenses ~~for the second quarter of fiscal 2018~~ decreased to ~~9.1% of net sales from 9.3%~~11.3% of net sales for the ~~second~~third quarter of fiscal ~~2017.~~2024 compared to 11.7% of net sales for the third quarter of fiscal 2023.

Selling expenses for the ~~second~~third quarter of fiscal ~~2018~~2024 were ~~$15.8~~$18.7 million, an increase of $0.5 million, or ~~3.1%~~3.0%, from the third quarter of fiscal 2023. The increase was driven by a $0.8 million increase in incentive compensation expense, a $0.6 million increase in outside distribution expense, primarily related to the Lakeville Acquisition. These increases were partially offset by a $0.6 million decrease in advertising and consumer insight research expense.

Administrative expenses for the third quarter of fiscal 2024 increased $2.3 million, or 23.7%, to $12.2 million compared to $9.8 million for the third quarter of fiscal 2023. The increase was due to a $2.3 million increase in compensation-related expenses.

Total operating expenses for the first thirty-nine weeks of fiscal 2024 increased by $5.4 million, or 6.1%, to $93.6 million. Operating expenses increased to 11.7% of net sales for the first thirty-nine weeks of fiscal 2024 compared to 11.5% of net sales for the first thirty-nine weeks of fiscal 2023. The increase is net of the $2.2 million net gain on bargain purchase that occurred in the second quarter of fiscal ~~2017.~~2024 due to the Lakeville Acquisition.

Selling expenses for the first thirty-nine weeks of fiscal 2024 were $61.6 million, an increase of $3.7 million, or 6.4%, from the first thirty-nine weeks of fiscal 2023. The increase was driven primarily by a ~~$0.5~~$2.8 million increase in ~~compensation related expenses~~advertising and consumer insight research expense, a ~~$0.4~~$1.2 million increase in ~~freight expense. These expenses were partially offset by a $0.7 million decrease in incentive compensation expense in the current quarter.~~

~~Administrative expenses for the second quarter of fiscal 2018 were $7.8 million compared to $7.7 million for the second quarter of fiscal 2017. A $1.5 million decrease in~~ compensation-related expenses, ~~primarily incentive compensation expense, was offset by~~ a ~~$0.6~~$1.1 million increase ~~of transaction and legal expenses,~~in outside distribution expense, which was primarily due to the Lakeville Acquisition, ~~, and~~ an increase in consulting expenses of $0.4 million. These increases were offset by a $1.6 million ~~of personnel expense. The current quarter also included $0.3 million of amortization~~decrease in freight expense ~~associated with the Acquisition.~~due to lower freight rates and fewer delivered sales pounds.

~~Total operating expenses for the firsttwenty-six~~ weeks of fiscal 2018 decreased by $1.4 million, or 3.2%, to $41.1 million. Operating expenses decreased to 8.7% of net sales for the first half of fiscal 2018 compared to 9.0% of net sales for the first half of fiscal 2017.

~~Selling expenses for the firsttwenty-six~~ ~~weeks of fiscal 2018 were $26.8 million, an increase of $0.1 million, or 0.6%, from the amount recorded for the firsttwenty-six~~ ~~weeks of fiscal 2017.~~

Administrative expenses for the first~~twenty-six~~ thirty-nine weeks of fiscal ~~2018 were $14.3 million, a decrease of $1.5~~2024 increased $3.9 million, or ~~9.5%~~12.8%, to $34.2 million compared to the ~~same period~~first thirty-nine weeks of fiscal ~~2017.~~2023. The ~~decrease in administrative expenses~~increase was due to a ~~$2.1 million decrease in incentive compensation expense, partially offset by a $0.5~~$3.1 million increase in compensation-related expenses and an increase in charitable food donations of ~~transaction expenses related to the Acquisition. The currentyear-to-date~~ ~~expenses also include $0.3 million of amortization expense associated with the Acquisition.~~$0.8 million.

Income from Operations

Due to the factors discussed above, income from operations was ~~$14.2~~$18.4 million, or ~~5.5%~~6.7% of net sales, for the ~~second~~third quarter of fiscal ~~2018~~2024 compared to ~~$20.3~~$21.8 million, or ~~8.1%~~9.1% of net sales, for the ~~second~~third quarter of fiscal ~~2017.~~2023.

Due to the factors discussed above, income from operations was ~~$31.6~~$70.5 million, or ~~6.7%~~8.8% of net sales, for the first~~twenty-six~~ thirty-nine weeks of fiscal ~~2018~~2024 compared to ~~$37.4~~$68.7 million, or ~~7.9%~~9.0% of net sales, for the first~~twenty-six~~ thirty-nine weeks of fiscal ~~2017.~~2023.

Interest Expense

Interest expense was $0.8 million for the ~~second~~third quarter of fiscal ~~2018~~2024 compared to $0.6 million infor the ~~second~~third quarter of fiscal ~~2017.~~2023. Interest expense ~~for the first two quarters of fiscal 2018~~ was ~~$1.6 million compared to $1.2~~$2.1 million for the first ~~two quarters~~thirty-nine weeks of fiscal ~~2017.~~2024 and $1.8 million for the first thirty-nine weeks of fiscal 2023. The increase in interest expense for both ~~the quarterly andtwenty-six~~ ~~week comparison~~periods was due ~~primarily~~ to higher average debt levels, ~~which were mainly driven by~~primarily due to the Lakeville Acquisition.

Table of Contents

Rental and Miscellaneous Expense, Net

Net rental and miscellaneous expense was ~~$0.2 million for the second quarter of fiscal 2018 compared to~~ $0.3 million for the ~~second~~third quarter of fiscal ~~2017.~~ 2024 and $0.4 million for the third quarter of fiscal 2023.

Net rental and miscellaneous expense was $0.9 million for the first~~twenty-six~~ thirty-nine weeks of fiscal ~~2018 compared to $0.7 million for the firsttwenty-six~~ ~~weeks of fiscal 2017.~~

~~Other Expense~~

Other expense consists of pension related expenses other than the service cost component and was $0.5 million for the second quarter of both fiscal 2018 and fiscal 2017. Other expense was $1.0 million2024 and $1.1 million for the first~~twenty-six~~ thirty-nine weeks of fiscal ~~2018~~2023.

Pension Expense (Excluding Service Costs)

Pension expense (excluding service costs) was $0.4 million for the third quarter of fiscal 2024 compared to $0.3 million for the third quarter of fiscal 2023.

Pension expense (excluding service costs) was $1.1 million for the first thirty-nine weeks of fiscal 2024 and ~~2017, respectively.~~$1.0 million for the first thirty-nine weeks of fiscal 2023.

Income Tax Expense

Income tax expense was ~~$5.0~~$3.4 million, or ~~39.0%~~20.2% of income before income taxes ~~(the “Effective Tax Rate”~~("effective tax rate"), for the ~~second~~third quarter of fiscal ~~2018~~2024 compared to ~~$6.0~~$4.8 million, or ~~31.6%~~23.4% of income before income taxes, for the ~~second~~third quarter of fiscal ~~2017. For~~2023. The effective tax rate decreased in the ~~firsttwenty-six~~ ~~weeks of fiscal 2018, income~~current third quarter primarily due to an increase in our estimated research and development tax credit.

Income tax expense was ~~$10.0~~$16.2 million, or ~~35.4% of income before income taxes, compared to $11.3 million, or 32.9%~~24.4% of income before income taxes, for the ~~comparable period last year. The net increase in the Effective Tax Rate~~first thirty-nine weeks of fiscal 2024 compared to $16.6 million, or 25.6% of income before income taxes, for the ~~quarterly andtwenty-six~~ ~~week comparison was due to a $2.4 millionnon-cash~~ ~~charge to income tax expense to reduce our deferred tax assets due to the Tax Cuts and Jobs Act~~first thirty-nine weeks of ~~2017, which lowered the corporate income tax rate to twenty one percent, effective January 1, 2018.~~fiscal 2023.

Net Income

Net income was ~~$7.8~~$13.5 million, or ~~$0.68~~$1.16 per common share basic and ~~diluted, for the second quarter of fiscal 2018, compared to $12.9 million, or $1.14 per common share basic and $1.13~~$1.15 per common share diluted, for the ~~second~~third quarter of fiscal ~~2017.~~

~~Net income was $18.2~~2024, compared to $15.7 million, or ~~$1.60~~$1.36 per common share basic and ~~$1.59~~$1.35 per common share diluted, for the ~~firsttwenty-six~~ ~~weeks~~third quarter of fiscal ~~2018, compared to net~~2023.

Net income ~~of $23.1~~was $50.2 million, or ~~$2.04~~$4.33 per common share basic and ~~$2.03~~$4.30 per common share diluted, for the first~~twenty-six~~ thirty-nine weeks of fiscal ~~2017.~~2024, compared to $48.2 million, or $4.16 per common share basic and $4.14 per common share diluted, for the first thirty-nine weeks of fiscal 2023.

LIQUIDITY AND CAPITAL RESOURCES

General

The primary uses of cash are to fund our current operations, fulfill contractual obligations, pursue our ~~Strategic~~Long-Range Plan through growing our branded and private ~~label nut~~brand programs, consummate and integrate business acquisitions, return cash to our stockholders through dividends, repay ~~indebtedness.~~indebtedness and pay amounts owed under the Retirement Plan. Also, various uncertainties, including cost 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.Facility. 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 allowed us to devote more funds to promote our products, ~~(especially our~~~~Fisher~~increase consumer insight capabilities and~~Orchard Valley Harvest~~ ~~brands), consummate strategic business acquisitions such as the recent acquisition of Squirrel Brand,~~ promotional efforts, reinvest in the Company through capital expenditures, develop new products, pay ~~a special~~ cash ~~dividend~~dividends, consummate strategic investments and business acquisitions, such as the ~~past six years~~recent Lakeville Acquisition and the acquisition of the Just the Cheese brand in fiscal 2023, and explore other growth strategies outlined in our ~~Strategic~~Long-Range 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 ~~2018~~2024 and ~~2017,~~2023, respectively (dollars in thousands):


	December 28, 2017			December 29, 2016			$ Change			March 28, 2024			March 30, 2023			$ Change
Operating activities	$	58,431		$	62,430		$	(3,999	)	$	66,438		$	72,389		$	(5,951	)
Investing activities		(28,803	)		(6,624	)		(22,179	)		(76,495	)		(19,142	)		(57,353	)
Financing activities		(28,531	)		(55,995	)		27,464			8,486			(53,297	)		61,783

Net increase (decrease) in cash	$	1,097		$	(189	)	$	1,286

Total change in cash										$	(1,571	)	$	(50	)	$	(1,521	)

Operating ActivitiesNet cash provided by operating activities was ~~$58.4~~$66.4 million for the first~~twenty-six~~ thirty-nine weeks of fiscal ~~2018~~2024 compared to ~~$62.4~~net cash provided by operating activities of $72.4 million for the comparative period of fiscal ~~2017.~~2023. The ~~net~~ decrease in operating cash flow was primarily due to ~~a $4.9 million reduction~~changes in ~~net income.~~working capital.

Total inventories were ~~$168.9~~$210.7 million at ~~December~~March 28, ~~2017, a decrease~~2024, an increase of ~~$13.6~~$37.7 million, or ~~7.4%~~21.8%, from the inventory balance at June 29, ~~2017,~~2023, and ~~a decrease~~an increase of ~~$13.8~~$20.3 million, or ~~7.6%~~10.7%, from the inventory balance at ~~December 29, 2016.~~March 30, 2023. The ~~decrease~~increase in inventories at ~~December~~March 28, ~~2017~~2024 compared to ~~June 29, 2017~~March 30, 2023 was primarily due to the Lakeville Acquisition and higher quantities of pecans and walnuts on hand, higher commodity acquisition costs for walnuts, partially offset by lower quantities of pecans on hand at a lower acquisition cost, partially offset by higher quantities of walnuts on hand at a higher acquisition cost. The decrease in inventories at December 28, 2017 compared to December 29, 2016 was primarily due to lower quantities of pecans on hand combined with lower pecan acquisition costs, partially offset by higher quantities of almondswork-in-process and finished goods inventory on hand.

Raw nut and dried fruit input stocks, some of which are classified as ~~work in process, decreased~~work-in-process, increased by ~~11.3~~13.9 million pounds, or ~~16.6%~~22.4%, at ~~December~~March 28, ~~2017~~2024 compared to ~~December 29, 2016.~~March 30, 2023 due to higher quantities of walnuts and pecans on hand due to increased procurement from a larger crop combined with softness in demand. The weighted average cost per pound of raw nut input stocks on hand at the end of the ~~second~~third quarter of fiscal ~~2018~~2024 decreased ~~3.4%~~11.7% compared to the end of the ~~second~~third quarter of fiscal ~~2017~~2023 primarily due to ~~lower~~higher quantities of ~~pecans at lower acquisition costs than the prior year.~~peanuts, inshell walnuts and pecans.

Investing ActivitiesCash used in investing activities was ~~$28.8~~$76.5 million during the first~~twenty-six~~ thirty-nine weeks of fiscal ~~2018~~2024 compared to ~~$6.6~~$19.1 million for the same period last year. The ~~$22.2 million~~ increase in cash used in investing activities was primarily due to ~~payment of~~ the ~~cash portion of the~~$59.0 million net purchase price for the ~~Squirrel Brand~~Lakeville Acquisition. This was partially offset by the $3.5 million purchase price for the acquisition ~~which was $21.9 million. Cash spent for capital expenditures~~of the Just the Cheese brand in the second quarter of fiscal 2023. Capital asset purchases were $17.5 million during the first~~twenty-six~~ thirty-nine weeks of fiscal ~~2018 was $0.3~~2024 compared to $15.6 million ~~more than~~for the ~~same period last year.~~first thirty-nine weeks of fiscal 2023. We expect total capital expenditures for new equipment, facility upgrades, and food safety enhancements, including for ~~fiscal 2018~~our newly acquired bar business in Lakeville, Minnesota, to be approximately ~~$14.0 million.~~$28.0 million for fiscal 2024. Absent any additional 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 ActivitiesCash ~~used~~provided by financing activities was ~~$28.5~~$8.5 million during the first~~twenty-six~~ thirty-nine weeks of fiscal ~~2018~~2024 compared to ~~$56.0~~cash used of $53.3 million for the same period last year. WeNet borrowings under our Credit Facility were $32.1 million during the first thirty-nine weeks of fiscal 2024 compared to net repayments of $12.6 million for the first thirty-nine weeks of fiscal 2023. The increase in credit facility borrowings was primarily due to funding the Lakeville Acquisition in the second quarter of fiscal 2024. Dividends paid ~~$28.4 million of dividends~~ in the first ~~half~~three quarters of fiscal ~~2018 compared to $56.5~~2024 were approximately $14.4 million ~~during~~lower than dividends paid in the same period last year. Long-term debt payments in the first three quarters of fiscal 2024 were approximately $2.5 million lower than payments in the same period last year due to the mortgage that was repaid in full in the third quarter of the fiscal 2023.

Real Estate Matters

In August 2008, we completed the consolidation of our Chicago-based facilities into ~~the~~our Elgin ~~Site.~~headquarters (“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 ~~62%~~65% of the rentable area in the office building is currently ~~vacant,~~vacant. Approximately 29% of ~~which approximately 29%~~the rentable area has not beenbuilt-out. There can be no assurance that we will be able to lease the unoccupied space and further capital expenditures ~~may~~will likely be necessary to lease the remaining space.

On April 23, 2024, the Company entered into a 7.5 year lease for a warehouse of approximately 444,600 square feet. The warehouse is located in Huntley, IL near the Elgin Site and will be utilized to store finished goods inventory and as a distribution center. We leased the warehouse in Huntley, IL as a result of our current and expanded operations occupying existing warehouse and finished goods space at our Elgin Site.

Table of Contents

Financing Arrangements

On February 7, 2008, we entered into the Former Credit ~~Facility~~Agreement (as defined below) 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,~~

On March 5, 2020, we entered into ~~a Loan~~an Amended and Restated Credit Agreement ~~with an insurance company~~ (the ~~“Mortgage Lender”~~“Amended and Restated Credit Agreement”) ~~providing us with two term loans, one in the amount of $36.0 million (“Tranche A”)~~which amended 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~~restated our Credit Agreement ~~which~~(the “Former Credit Agreement”). The Amended and Restated Credit Agreement provided ~~lender consent to incur unsecured debt in connection~~for a $117.5 million senior secured revolving credit facility with ~~our acquisition~~the same borrowing capacity, interest rates and applicable margin as the Former Credit Agreement and extended the term of the ~~assets of the Squirrel Brand business,~~Former Credit Agreement from July 7, 2021 to March 5, 2025.

The Amended and ~~for the acquisition of the Squirrel Brand business to constitute a “Permitted Acquisition” under the terms of the~~Restated 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.

On May 8, 2023, we entered into the First Amendment to our Amended and ~~fixtures~~Restated Credit Facility (the “First Amendment”) which replaced the London interbank offered rate (LIBOR) interest rate option with the Secured Overnight Financing Rate (“SOFR”). The First Amendment updated the accrued interest rate to a rate based on SOFR plus an applicable margin based upon the borrowing base calculation, ranging from 1.35% to 1.85%.

On September 29, 2023, we entered into the Second Amendment to our Amended and ~~matures on July 7, 2021. The Mortgage~~Restated Credit Facility, ~~is secured by mortgages on essentially all of our owned real property located~~which (among other things) increased the amount available to borrow under the Credit Facility to $150.0 million, increased from $117.5 million, extended the maturity date to September 29, 2028 (from March 5, 2025) and allows the Company to pay up to $100 million in ~~Elgin, Illinois, Gustine, California and Garysburg, North Carolina (the “Encumbered Properties”).~~dividends per year, subject to meeting availability tests.

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”)~~on SOFR plus an applicable margin ~~based upon the borrowing base calculation, ranging from 1.25% to 1.75%.~~as noted above.

At ~~December~~March 28, ~~2017,~~2024, the weighted average interest rate for the Credit Facility was ~~3.00%~~8.1%. 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).~~Facility. As of ~~December~~March 28, ~~2017,~~2024, 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~~March 28, ~~2017,~~2024, we had ~~$83.8~~$114.1 million of available credit under the Credit Facility. If this entire amount were borrowed at ~~December~~March 28, ~~2017,~~2024, we would still be in compliance with all restrictive covenants under the Credit Facility.

~~Mortgage Facility~~

The Mortgage Facility matures on March 1, 2023. Tranche A under the Mortgage Facility currently accrues interest at a fixed interest rate of 7.63% per annum, payable monthly. Monthly principal payments in the amount of $0.2 million commenced on June 1, 2008. Tranche B under the Mortgage Facility currently accrues interest, as reset on March 1, 2016, at a floating rate of the greater of (i) one month LIBOR plus 3.50% per annum or (ii) 4.25%, payable monthly (the “Floating Rate”). Monthly principal payments in the amount of $0.1 million commenced on June 1, 2008.

~~In January 2018 we locked the interest rates for both Tranche A and Tranche B at 4.25% beginning March 1, 2018 through March 1, 2023.~~

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 28, 2017, 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 aten-year term at a fair market value rent with threefive-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. At the end of each five-year renewal option, the base monthly lease amounts are reassessed, and the monthly payments increased to $114 beginning in September 2021. 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~~March 28, ~~2017, $10.8~~2024, $7.3 million of the debt obligation was outstanding.

~~Squirrel Brand Seller-Financed Note~~26

~~In November 2017 we completed the Squirrel Brand acquisition. The acquisition was financed by a combination~~

Table of cash (drawn under the Credit Facility) and a three-year seller-financed note for $11.5 million (“Promissory Note”). 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, beginning 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 have the ability topre-pay the Promissory Note at any time during the three-year period without penalty. At December 28, 2017, the principal amount of $11.2 million of the Promissory Note was outstanding.Contents

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~~Management's Discussion and Analysis of Financial Condition and Results of Operations” in ourForm 10-K for the fiscal year ended June 29, ~~2017.~~2023.

Recent Accounting Pronouncements

Refer to Note 1514 – “Recent Accounting Pronouncements” of the Notes to Consolidated Financial Statements, contained in Part I, Item 1 of this form10-Q, for a discussion of recently issued and adopted accounting pronouncements.

FORWARD LOOKING STATEMENTS

Some of the statements in this ~~report~~release are ~~forward-looking (including statements concerning our expectations regarding market risk and the impact of the purchasing decisions of major customers).~~forward-looking. 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, or to customers or in the nut category generally, in some or all channels, 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)~~(ii) changes in the availability and costs of raw materials and ingredients and the impact of fixed price commitments with customers; ~~(iv)~~(iii) 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)~~(iv) 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)~~(v) the Company’s ability to appropriately respond to, or lessen the negative impact of, competitive and pricing pressures; ~~(vii)~~(vi) 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)~~(vii) the ability of the Company to control ~~expenses,~~costs (including inflationary costs) and manage shortages in areas such as ~~compensation, medical~~inputs, transportation 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)~~labor; (viii) uncertainty in economic conditions, including the potential for inflation or economic ~~downturn; (xi)~~downturn leading to decreased consumer demand; (ix) the timing and occurrence (or nonoccurrence) of other transactions and events which may be subject to circumstances beyond the Company’s control; ~~(xii)~~(x) the adverse effect of labor unrest or disputes, litigation and/or legal settlements, including potential unfavorable outcomes exceeding any amounts accrued; ~~(xiii)~~(xi) losses due to significant disruptions at any of our production or processing ~~facilities; (xiv)~~facilities or employee unavailability due to labor shortages; (xii) the ~~inability~~ability to implement our ~~Strategic~~Long-Range Plan, including growing our branded and private brand product sales, diversifying our product offerings (including by the launch of new products) and expanding into alternative sales channels; ~~(xv)~~(xiii) technology disruptions or ~~failures; (xvi)~~failures or the occurrence of cybersecurity incidents or breaches; (xiv) the inability to protect the Company’s brand value, intellectual property or avoid intellectual property disputes; ~~(xvii) the Company’s~~(xv) our ability to manage ~~successfully~~ the ~~price gap between its private brand products~~impacts of changing weather patterns on raw material availability due to climate change; and ~~those~~(xvi) our ability to operate and integrate the acquired snack bar related assets of ~~its branded competitors;~~TreeHouse and ~~(xiii) potential increased industry-specific regulation pending the U.S. Food~~realize efficiencies and ~~Drug Administration assessment~~synergies from such acquisition.

Table of the risk of Salmonella contamination associated with tree nuts.Contents

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 Form10-K for the fiscal year ended June 29, ~~2017.~~2023.

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 Rule13a-15(e)) as of ~~December~~March 28, ~~2017.~~2024. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of ~~December~~March 28, ~~2017,~~2024, 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 Rule13a-15(f)) during the quarter ended ~~December~~March 28, ~~2017~~2024 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART ~~II—~~II—OTHER INFORMATION

Item 1. Legal Proceedings

For a discussion of legal proceedings, see Note 12 – “Commitments and Contingent Liabilities” in Part I, Item 1 of thisForm 10-Q.

Item 1A. Risk Factors

In addition to the other information set forth in this report on Form10-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 Form10-K for the fiscal year ended June 29, ~~2017.~~2023. There were no significant changes to the risk factors identified on the Form10-K for the fiscal year ended June 29, ~~2017~~2023 during the ~~second~~third quarter of fiscal ~~2018.~~2024.

See Part I, Item 2 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” in this Form10-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 Form10-K for the fiscal year ended June 29, ~~2017.~~

2023.

Item 5. Other Information

Rule 10b5-1 Trading Arrangement

The following table shows our directors and officers that adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act:


Name & Position	Adoption Date	Shares of the Company's Common Stock		Expiration Date(1)
Frank S. Pellegrino, Chief Financial Officer	March 5, 2024		2,000	December 2, 2024

(1)
The plan expires on the date in this column, or upon the earlier completion of all authorized transactions under the Rule 10b5-1 plan.

During the quarter ended March 28, 2024, other than noted above, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

Item 6. Exhibits

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

EXHIBIT INDEX

(Pursuant to Item 601 of RegulationS-K)


Exhibit No.		Description
~~Exhibit No.~~		~~Description~~
2.1	Asset Purchase Agreement, dated as of September 5, 2023, by and among John B. Sanfilippo & Son, Inc. and TreeHouse Foods, Inc., Bay Valley Foods, LLC and TreeHouse Private Brands, Inc. (incorporated by reference from Exhibit 2.1 to the Form 8-K filed on September 8, 2023)
~~3.1~~
3.1	Restated Certificate of Incorporation of the Company (incorporated by reference from Exhibit 3.1 to theForm 10-Q for the quarter ended March 24, 2005)

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

*10.1		~~1998 Equity Incentive Plan (incorporated by reference from Exhibit 10 to the Form10-Q~~ ~~for the quarter ended September 24, 1998)~~

*~~10.2~~10.1		~~First Amendment to the 1998 Equity Incentive Plan (incorporated by reference from Exhibit 10.35 to theForm 10-Q~~ ~~for the quarter ended December 28, 2000)~~

*10.3		~~Form of Option Grant Agreement under the 1998 Equity Incentive Plan (incorporated by reference from Exhibit 10.57 to the Form10-K~~ ~~for the fiscal year ended June 30, 2005)~~

*10.4		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 Form10-Q for the quarter ended December 25, 2003)

*10.5
*10.2	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 Form10-Q for the quarter ended March 25, 2004)

*10.6
*10.3	Restated Supplemental Retirement Plan (incorporated by reference from Exhibit 10.16 to the Form10-K for the fiscal year ended June 28, 2007)

~~Exhibit No.~~
~~Description~~
*10.16
~~Form ofNon-Employee~~ ~~Director Restricted Stock Unit Award Agreement(non-deferral)~~ ~~under 2014 Omnibus Plan (fiscal 2016, 2017 and 2018 awards cycle) (incorporated by reference from Exhibit 10.38 to the Form10-Q~~ for the quarter ended December 24, ~~2015)~~2020)
*10.17
~~Form ofNon-Employee~~ ~~Director Restricted Stock Unit Award Agreement (deferral) under 2014 Omnibus Plan (fiscal 2016, 2017 and 2018 awards cycle) (incorporated by reference from Exhibit 10.39 to the Form10-Q~~ ~~for the quarter ended December 24, 2015)~~
*~~10.18~~10.10
Form of Employee Restricted Stock Unit Award Agreement under 2014 Omnibus Plan (fiscal ~~2016~~2023 awards cycle) (incorporated by reference from Exhibit ~~10.40~~10.10 to the Form10-Q for the quarter ended December ~~24, 2015)~~29, 2022
)
*10.19
*10.11
2023 Omnibus Incentive Plan (incorporated by reference from Annex A to the form DEF 14A filed on September 12, 2023)
*10.12
Amended and Restated Sanfilippo Value Added Plan, dated August 23, 2023 (incorporated by reference from Exhibit 10.12 to the Form 10-Q for the quarter ended September 28, 2023)
*10.13
Form of Non-Employee Director Restricted Stock Unit Award Agreement under 2023 Omnibus Plan (fiscal 2024 awards cycle) (incorporated by reference from Exhibit 10.13 to the Form 10-Q for the quarter ended December 28, 2023)
*10.14
Form of Employee Restricted Stock Unit Award Agreement under ~~2014~~2023 Omnibus Plan (fiscal ~~2017~~2024 awards cycle) (incorporated by reference from Exhibit ~~10.19~~10.14 to the Form10-Q for the quarter ended December ~~26, 2016)~~28, 2023)
*10.20
*10.15
Form of Employee Performance Restricted Stock Unit Award Agreement under ~~2014~~2023 Omnibus Plan (fiscal ~~2018~~2024 awards cycle) ~~(filed herewith)~~
*10.21
~~Retirement Agreement and General Release with Walter “Bobby” Tankersley, effective August 25, 2016~~ (incorporated by reference from Exhibit ~~10.19~~10.15 to the Form~~10-K~~ 10-Q for the ~~year~~quarter ended ~~June 30, 2016)~~December 28, 2023)


Exhibit No.	Description
*10.22		~~Amended and Restated Sanfilippo Value Added Plan, dated August 20, 2015 (incorporated by reference from Exhibit 10.11 to the Form10-K~~ ~~for the year ended June 25, 2015)~~

~~10.23~~10.16		~~Credit Agreement, dated as of February 7, 2008, by~~Amended 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~~
~~10.24~~
~~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 Form8-K~~ ~~filed on February 8, 2008)~~
~~10.25~~
~~Loan Agreement, dated as of February 7, 2008, by and between the Company and Transamerica Financial Life Insurance Company (incorporated by reference from Exhibit 10.3 to the Form8-K~~ ~~filed on February 8, 2008)~~
~~10.26~~
~~First Amendment to~~restated 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)~~
~~10.27~~
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)~~
~~10.28~~
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)~~
~~10.29~~
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)~~

~~Exhibit No.~~
~~Description~~
31.2
Certification of ~~Michael J. Valentine~~Frank S. Pellegrino pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended
~~32.1~~
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
~~32.2~~
32.2
Certification of ~~Michael J. Valentine~~Frank S. Pellegrino 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~~
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* Indicates a management contract or compensatory plan or arrangement.

*	~~Indicates a management contract or compensatory plan or arrangement.~~

SIGNATURE

~~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 ~~February 5, 2018.~~May 1, 2024.


JOHN B. SANFILIPPO & SON, INC.

By		~~/s/ MICHAEL~~ ~~J. VALENTINE~~
		~~Michael J. Valentine~~ /s/ Frank S. Pellegrino
	Frank S. Pellegrino
	Chief Financial Officer, ~~Group~~Executive Vice President, Finance and ~~Secretary~~Administration


Accounts receivable	$	2,446
Inventories		1,957
Other assets		75
Identifiable intangible assets:
Customer relationships		10,500
Brand names		8,900
Non-compete agreement		270
Goodwill		9,638
Accounts payable and accrued expenses		(377	)

Total Purchase Price	$	33,409


	Year-Ended June 29, 2017		Twenty-six weeks ended December 28, 2017
Pro forma net sales	$	863,267	$	479,054
Pro forma net income		36,723		18,762
Pro forma diluted earnings per share	$	3.22	$	1.64


Fiscal year ending
June 27, 2019	$	3,028
June 25, 2020		2,500
June 24, 2021		2,162
June 30, 2022		1,894
June 29, 2023		1,659


Net balance at June 29, 2017	$	—
Goodwill acquired during the period		9,638

Net balance at December 28, 2017	$	9,638


Restricted Stock Units	Shares			Weighted Average Grant Date Fair Value
Outstanding at June 29, 2017		201,858		$	40.36
Activity:
Granted		60,582			54.41
Vested		(55,956	)		38.24
Forfeited		(11,038	)		33.59

Outstanding at December 28, 2017		195,446		$	45.70


	For the Quarter Ended						For the Twenty-six Weeks Ended						Affected line item in the Consolidated Statements of Comprehensive Income
Reclassifications from AOCL to earnings^(b)	December 28, 2017			December 29, 2016			December 28, 2017			December 29, 2016
Amortization of defined benefit pension items:
Unrecognized prior service cost	$	(240	)	$	(240	)	$	(479	)	$	(479	)		Other expense
Unrecognized net loss		(41	)		(91	)		(81	)		(182	)		Other expense

Total before tax		(281	)		(331	)		(560	)		(661	)
Tax effect		111			126			219			251			Income tax expense

Amortization of defined pension items, net of tax	$	(170	)	$	(205	)	$	(341	)	$	(410	)


~~Exhibit No.~~		~~Description~~

*~~10.7~~10.4		~~2008 Equity Incentive Plan, as amended (incorporated by reference from Exhibit 10.24 to the Form10-K~~ ~~for the fiscal year ended June 28, 2012)~~

*10.8		~~Form of Employee Restricted Stock Unit Award Agreement under 2008 Equity Incentive Plan (incorporated by reference from Exhibit 10.1 to the Form8-K~~ ~~filed on November 12, 2009)~~

*10.9		~~Form ofNon-Employee~~ ~~Director Restricted Stock Unit Award Agreement under 2008 Equity Incentive Plan (incorporated by reference from Exhibit 10.1 to the Form8-K~~ ~~filed on November 8, 2010)~~

*10.10		Form of Indemnification Agreement (incorporated by reference from Exhibit 10.01 to the Form8-K filed on May 5, 2009)

*10.11
*10.5	2014 Omnibus Incentive Plan (incorporated by reference from Exhibit 4.1 to the Registration Statement onForm S-8 filed on October 28, 2014)

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

*10.13
*10.7	Form ofNon-Employee Director Restricted Stock Unit Award Agreement(non-deferral) under 2014 Omnibus Plan (fiscal ~~2015~~2021, 2022 and 2023 awards cycle) (incorporated by reference from Exhibit ~~10.35~~10.38 to the Form10-Q for the quarter ended ~~September 25, 2014)~~December 24, 2015)

*10.14
*10.8	Form ofNon-Employee Director Restricted Stock Unit Award Agreement (deferral) under 2014 Omnibus Plan (fiscal ~~2015~~2021 and 2022 awards cycle) (incorporated by reference from Exhibit ~~10.36~~10.39 to the Form10-Q for the quarter ended ~~September 25, 2014)~~December 24, 2015)

*10.15
*10.9	Form of Employee Restricted Stock Unit Award Agreement under 2014 Omnibus Plan (fiscal ~~2015~~2021 and 2022 awards cycle) (incorporated by reference from Exhibit ~~10.37~~10.10 to the Form10-Q ~~for the quarter ended September 25, 2014)~~


~~Exhibit No.~~		~~Description~~

*10.16		~~Form ofNon-Employee~~ ~~Director Restricted Stock Unit Award Agreement(non-deferral)~~ ~~under 2014 Omnibus Plan (fiscal 2016, 2017 and 2018 awards cycle) (incorporated by reference from Exhibit 10.38 to the Form10-Q~~ for the quarter ended December 24, ~~2015)~~2020)

*10.17		~~Form ofNon-Employee~~ ~~Director Restricted Stock Unit Award Agreement (deferral) under 2014 Omnibus Plan (fiscal 2016, 2017 and 2018 awards cycle) (incorporated by reference from Exhibit 10.39 to the Form10-Q~~ ~~for the quarter ended December 24, 2015)~~

*~~10.18~~10.10		Form of Employee Restricted Stock Unit Award Agreement under 2014 Omnibus Plan (fiscal ~~2016~~2023 awards cycle) (incorporated by reference from Exhibit ~~10.40~~10.10 to the Form10-Q for the quarter ended December ~~24, 2015)~~29, 2022
	)
*10.19
*10.11	2023 Omnibus Incentive Plan (incorporated by reference from Annex A to the form DEF 14A filed on September 12, 2023)

*10.12	Amended and Restated Sanfilippo Value Added Plan, dated August 23, 2023 (incorporated by reference from Exhibit 10.12 to the Form 10-Q for the quarter ended September 28, 2023)

*10.13	Form of Non-Employee Director Restricted Stock Unit Award Agreement under 2023 Omnibus Plan (fiscal 2024 awards cycle) (incorporated by reference from Exhibit 10.13 to the Form 10-Q for the quarter ended December 28, 2023)

*10.14	Form of Employee Restricted Stock Unit Award Agreement under ~~2014~~2023 Omnibus Plan (fiscal ~~2017~~2024 awards cycle) (incorporated by reference from Exhibit ~~10.19~~10.14 to the Form10-Q for the quarter ended December ~~26, 2016)~~28, 2023)

*10.20
*10.15	Form of Employee Performance Restricted Stock Unit Award Agreement under ~~2014~~2023 Omnibus Plan (fiscal ~~2018~~2024 awards cycle) ~~(filed herewith)~~

*10.21		~~Retirement Agreement and General Release with Walter “Bobby” Tankersley, effective August 25, 2016~~ (incorporated by reference from Exhibit ~~10.19~~10.15 to the Form~~10-K~~ 10-Q for the ~~year~~quarter ended ~~June 30, 2016)~~December 28, 2023)


~~Exhibit No.~~		~~Description~~

~~10.24~~		~~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 Form8-K~~ ~~filed on February 8, 2008)~~

~~10.25~~		~~Loan Agreement, dated as of February 7, 2008, by and between the Company and Transamerica Financial Life Insurance Company (incorporated by reference from Exhibit 10.3 to the Form8-K~~ ~~filed on February 8, 2008)~~

~~10.26~~		~~First Amendment to~~restated 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)~~

~~10.27~~		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)~~

~~10.28~~		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)~~

~~10.29~~		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)~~


~~Exhibit No.~~		~~Description~~

~~10.30~~		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)~~

~~10.31~~		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)~~

~~10.32~~		~~Seventh Amendment to Credit Agreement, dated as of July 7, 2016,~~5, 2020, 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~~10.1 to the Form8-K filed on ~~July 7, 2016)~~March 11, 2020)

~~10.33~~
10.17	~~Eighth~~First Amendment to Amended and Restated Credit Agreement dated as of ~~July 7, 2017,~~May 8, 2023 (incorporated by reference from Exhibit 10.13 to the Form 10-K filed on August 23, 2023)

10.18	Second Amendment to Amended and Restated Credit Agreement dated as of September 29, 2023 (incorporated by reference from Exhibit 10.1 to the Form 8-K filed on October 2, 2023)

*10.19	Amended and Restated John B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement Number One among John E. Sanfilippo, as trustee of the Jasper and Marian Sanfilippo Irrevocable Trust, dated September 23, 1990, Jasper B. Sanfilippo, Marian R. Sanfilippo and Registrant, dated December 31, 2003 (incorporated by reference from Exhibit 10.34 to the Form 10-Q for the quarter ended December 25, 2003)

*10.20	Amendment, dated February 12, 2004, to Amended and Restated John B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement Number One among John E. Sanfilippo, as trustee of the Jasper and Marian Sanfilippo Irrevocable Trust, dated September 23, 1990, Jasper B. Sanfilippo, Marian R. Sanfilippo and Registrant, dated December 31, 2003 (incorporated by reference from Exhibit 10.46 to the Form 10-Q for the quarter ended March 25, 2004)

*10.21	Split-Dollar Insurance Agreement Notice of Termination and Purchase Agreement, by and among John B. Sanfilippo & Son, Inc., ~~Wells Fargo Capital Finance, LLC (f/k/a WFF),~~John E. Sanfilippo, on behalf of and as ~~a lender~~sole trustee of the Jasper and ~~the administrative agent,~~Marian Sanfilippo Irrevocable Trust, dated September 23, 1990 and ~~Southwest Georgia Farm Credit, ACA, as a lender.~~Marian R. Sanfilippo, dated December 24, 2021. (incorporated by reference from Exhibit ~~99.1~~10.15 to the Form~~8-K~~ ~~filed on July 11, 2017)~~ 10-Q for the quarter ended March 24, 2022)

~~10.34~~
*10.22	~~Consent~~AmendmentNo. 1 to the Split-Dollar Insurance Agreement Notice of Termination and ~~Ninth Amendment to Credit~~Purchase Agreement, ~~dated as of November 29, 2017,~~ by and among John B. Sanfilippo & Son, Inc., ~~Wells Fargo Capital Finance, LLC (f/k/a WFF),~~John E. Sanfilippo, on behalf of and as ~~a lender~~sole trustee of the Jasper and ~~the administrative agent,~~Marian Sanfilippo Irrevocable Trust, dated September 23, 1990 and ~~Southwest Georgia Farm Credit, ACA, as a lender.~~Marian R. Sanfilippo, dated February 21, 2022. (incorporated by reference from Exhibit ~~99.1~~10.16 to theForm ~~8-K~~ ~~filed on November 30, 2017)~~10-Q for the quarter ended March 24, 2022)

~~10.35~~
*10.23	~~First Amendment to Security~~Separation Benefits & General Release 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.~~effective June 29, 2023, between John B. Sanfilippo & Son, Inc. and Shayn E. Wallace (incorporated by reference from Exhibit ~~10.2~~10.1 to the Form8-K filed on ~~October 3, 2014)~~June 30, 2023)

*10.36
*10.24	~~Employment agreement,~~Retirement Agreement and General Release, dated January 23, 2023 by and between John B. Sanfilippo & Son, Inc. and Michael Valentine (incorporated by reference from Exhibit 10.20 to the Form 10-Q for the quarter ended March 30, 2023)

*10.25	Nonqualified Deferred Compensation Plan Adoption Agreement of the Company dated as of November ~~30, 2017,~~22, 2022 (incorporated by ~~and between~~reference from Exhibit 10.18 to the ~~Company and J. Brent Meyer (filed herewith)~~Form 10-Q for the quarter ended December 29, 2022)

~~31.1~~
*10.26	John B. Sanfilippo & Son, Inc. Nonqualified Deferred Compensation Plan dated as of November 22, 2022 (incorporated by reference from Exhibit 10.19 to the Form 10-Q for the quarter ended December 29, 2022)

31.1	Certification of Jeffrey T. Sanfilippo pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended


~~Exhibit No.~~		~~Description~~

31.2		Certification of ~~Michael J. Valentine~~Frank S. Pellegrino pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended

~~32.1~~
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

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

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