UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended March 27, 2025


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

Commission File Number: 0-19681

JOHN B. SANFILIPPO & SON, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	36-2419677
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1703 North Randall Road Elgin, Illinois	60123-7820
(Address of principal executive offices)	(Zip Code)

(847) 289-1800

Registrant’s 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 (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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting 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 Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 24, 2025, 9,161,348 shares of the Registrant’s Common Stock, $.01 par value per share and 2,597,426 shares of the Registrant’s Class A Common Stock, $.01 par value per share, were outstanding.

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JOHN B. SANFILIPPO & SON, INC.

FORM 10-Q

For the Quarter Ended March 27, 2025

INDEX


	Page
Part I. Financial Information
Item 1. Financial Statements (Unaudited)	3
Consolidated Statements of Comprehensive Income for the Quarter and Thirty-Nine Weeks Ended March 27, 2025 and March 28, 2024	3
Consolidated Balance Sheets as of March 27, 2025, June 27, 2024 and March 28, 2024	4
Consolidated Statements of Stockholders’ Equity for the Quarter and Thirty-Nine Weeks Ended March 27, 2025 and March 28, 2024	6
Consolidated Statements of Cash Flows for the Thirty-Nine Weeks Ended March 27, 2025 and March 28, 2024	7
Notes to Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3. Quantitative and Qualitative Disclosures About Market Risk	28
Item 4. Controls and Procedures	28
Part II. Other Information
Item 1. Legal Proceedings	28
Item 1A. Risk Factors	28
Item 5. Other Information	29
Item 6. Exhibits	29
Signature	32

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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 Thirty-Nine Weeks Ended
	March 27, 2025		March 28, 2024		March 27, 2025		March 28, 2024
Net sales	$	260,907	$	271,884	$	838,170	$	797,211
Cost of sales		205,014		222,707		683,482		633,073
Gross profit		55,893		49,177		154,688		164,138
Operating expenses:
Selling expenses		18,630		18,654		61,089		61,647
Administrative expenses		9,066		12,171		29,026		34,187
Bargain purchase gain, net		—		—		—		(2,226	)
Total operating expenses		27,696		30,825		90,115		93,608
Income from operations		28,197		18,352		64,573		70,530
Other expense:
Interest expense including $154, $171, $476 and $524 to related parties, respectively		1,055		785		2,343		2,067
Rental and miscellaneous expense, net		638		324		1,396		940
Pension expense (excluding service costs)		362		350		1,084		1,050
Total other expense, net		2,055		1,459		4,823		4,057
Income before income taxes		26,142		16,893		59,750		66,473
Income tax expense		5,989		3,416		14,343		16,237
Net income and comprehensive income	$	20,153	$	13,477	$	45,407	$	50,236
Net income per common share-basic	$	1.73	$	1.16	$	3.90	$	4.33
Net income per common share-diluted	$	1.72	$	1.15	$	3.87	$	4.30

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

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JOHN B. SANFILIPPO & SON, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

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


	March 27, 2025		June 27, 2024		March 28, 2024
ASSETS
CURRENT ASSETS:
Cash	$	1,295	$	484	$	377
Accounts receivable, less allowance for doubtful accounts of $315, $318 and $367, respectively		74,538		84,960		75,638
Inventories		257,798		196,563		210,672
Prepaid expenses and other current assets		15,565		12,078		9,636
TOTAL CURRENT ASSETS		349,196		294,085		296,323
PROPERTY, PLANT AND EQUIPMENT:
Land		13,365		13,365		13,365
Buildings		117,258		115,517		115,084
Machinery and equipment		313,441		295,599		287,363
Furniture and leasehold improvements		5,535		5,423		5,310
Vehicles		1,134		912		790
Construction in progress		12,840		7,569		8,271
		463,573		438,385		430,183
Less: Accumulated depreciation		302,462		287,168		281,869
		161,111		151,217		148,314
Rental investment property, less accumulated depreciation of $15,851, $15,246 and $15,044, respectively		13,272		13,877		14,079
TOTAL PROPERTY, PLANT AND EQUIPMENT		174,383		165,094		162,393

Intangible assets, net		4,740		5,822		6,203
Deferred income taxes		3,605		3,130		651
Goodwill		11,750		11,750		11,750
Operating lease right-of-use assets		28,871		27,404		7,409
Other assets		17,431		8,290		7,199
TOTAL ASSETS	$	589,976	$	515,575	$	491,928

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

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JOHN B. SANFILIPPO & SON, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

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


	March 27, 2025			June 27, 2024			March 28, 2024
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Revolving credit facility borrowings	$	89,602		$	20,420		$	32,093
Current maturities of related party long-term debt		790			737			721
Accounts payable		51,966			53,436			51,458
Bank overdraft		942			545			1,351
Accrued payroll and related benefits		12,858			35,601			21,712
Other accrued expenses		17,833			15,201			13,055
TOTAL CURRENT LIABILITIES		173,991			125,940			120,390

LONG-TERM LIABILITIES:
Long-term related party debt, less current maturities		5,765			6,365			6,555
Retirement plan		27,082			26,154			27,570
Long-term operating lease liabilities, net of current portion		25,304			24,877			5,553
Long-term workers' compensation liabilities		7,855			7,673			7,383
Other		3,366			1,953			2,665
TOTAL LONG-TERM LIABILITIES		69,372			67,022			49,726
TOTAL LIABILITIES		243,363			192,962			170,116

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, 9,161,348, 9,123,938 and 9,123,938 shares issued, respectively		92			91			91
Capital in excess of par value		138,687			135,691			134,530
Retained earnings		207,968			186,965			188,573
Accumulated other comprehensive income (loss)		1,044			1,044			(204	)
Treasury stock, at cost; 117,900 shares of Common Stock		(1,204	)		(1,204	)		(1,204	)
TOTAL STOCKHOLDERS’ EQUITY		346,613			322,613			321,812
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	589,976		$	515,575		$	491,928

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

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JOHN B. SANFILIPPO & SON, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

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


															Accumulated
	Class A								Capital in						Other
	Common Stock				Common Stock				Excess of			Retained			Comprehensive		Treasury
	Shares		Amount		Shares		Amount		Par Value			Earnings			Income (Loss)		Stock			Total
Balance, June 27, 2024		2,597,426	$	26		9,123,938	$	91	$	135,691		$	186,965		$	1,044	$	(1,204	)	$	322,613
Net income													11,659								11,659
Cash dividends ($2.10 per share)													(24,404	)							(24,404	)
Stock-based compensation expense										935											935
Balance, September 26, 2024		2,597,426	$	26		9,123,938	$	91	$	136,626		$	174,220		$	1,044	$	(1,204	)	$	310,803
Net income													13,595								13,595
Equity award exercises, net of shares withheld for employee taxes						34,603		1		(484	)										(483	)
Stock-based compensation expense										1,716											1,716
Balance, December 26, 2024		2,597,426	$	26		9,158,541	$	92	$	137,858		$	187,815		$	1,044	$	(1,204	)	$	325,631
Net income													20,153								20,153
Equity award exercises, net of shares withheld for employee taxes						2,807		—		(6	)										(6	)
Stock-based compensation expense										835											835
Balance, March 27, 2025		2,597,426	$	26		9,161,348	$	92	$	138,687		$	207,968		$	1,044	$	(1,204	)	$	346,613


															Accumulated
	Class A								Capital in						Other
	Common Stock				Common Stock				Excess of			Retained			Comprehensive			Treasury
	Shares		Amount		Shares		Amount		Par Value			Earnings			Income (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

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

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JOHN B. SANFILIPPO & SON, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)


	For the Thirty-Nine Weeks Ended
	March 27, 2025			March 28, 2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	45,407		$	50,236
Depreciation and amortization		19,896			18,053
Amortization of operating lease right-of-use assets		3,345			1,365
Loss on disposition of assets, net		739			287
Deferred income tax (benefit) expense		(475	)		2,191
Stock-based compensation expense		3,486			3,228
Bargain purchase gain, net		—			(2,226	)
Change in assets and liabilities, net of Acquisition:
Accounts receivable, net		10,460			(2,829	)
Inventories		(61,235	)		(2,236	)
Prepaid expenses and other current assets		(1,308	)		(1,125	)
Accounts payable		(1,467	)		8,892
Accrued expenses		(20,986	)		(6,808	)
Income taxes receivable		(2,179	)		(2,593	)
Other long-term assets and liabilities		(2,820	)		(679	)
Other, net		1,151			682
Net cash (used in) provided by operating activities		(5,986	)		66,438

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(37,227	)		(17,468	)
Business acquisitions, net		—			(58,974	)
Other, net		(114	)		(53	)
Net cash used in investing activities		(37,341	)		(76,495	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net short-term borrowings		69,182			32,093
Debt issue costs		—			(316	)
Principal payments on long-term debt		(547	)		(498	)
Increase in bank overdraft		397			1,066
Dividends paid		(24,404	)		(23,175	)
Taxes paid related to net share settlement of equity awards		(490	)		(684	)
Net cash provided by financing activities		44,138			8,486

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		811			(1,571	)
Cash and cash equivalents, beginning of period		484			1,948
Cash, end of period	$	1,295		$	377

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

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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 of fifty-two weeks (four thirteen-week quarters). Additional information on the comparability of the periods presented is as follows:

•

References herein to fiscal 2025 and fiscal 2024 are to the fiscal year ending June 26, 2025 and the fiscal year ended June 27, 2024, respectively.

•

References herein to the third quarter of fiscal 2025 and fiscal 2024 are to the quarters ended March 27, 2025 and March 28, 2024, respectively.

•

References herein to the first three quarters or first thirty-nine weeks of fiscal 2025 and fiscal 2024 are to the thirty-nine weeks ended March 27, 2025 and March 28, 2024, 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. We also offer our private brand customers a complete portfolio of snack and nutrition bars. We market and distribute, and in most cases, manufacture or process, a diverse product line of food and snack products, including nutrition bars, snack bars, peanut butter, almond butter, cashew butter, candy and confections, snack and trail mixes, sunflower kernels, dried fruit, corn snacks, sesame sticks, other sesame snack products and baked cheese snack products under our brand names, including Just the Cheese, and under private brands. Our products are sold through three primary distribution channels, including food retailers in the consumer channel, commercial ingredient users and contract manufacturing 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 27, 2024 was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. 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 2024 Annual Report on Form 10-K for the fiscal year ended June 27, 2024.

Note 2 – 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, trail mixes and snack and nutrition bars.

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.

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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 consisting of promotional allowances, volume and customer rebates, in-store display incentives and marketing allowances, among others, to consumer and some commercial ingredient customers. The ultimate cost of these programs is dependent on certain factors such as actual purchase volumes or customer activities. 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 27, 2025		March 28, 2024		March 27, 2025		March 28, 2024
Consumer	$	214,757	$	225,994	$	695,500	$	651,690
Commercial Ingredients		24,636		26,955		78,125		82,802
Contract Manufacturing		21,514		18,935		64,545		62,719
Total	$	260,907	$	271,884	$	838,170	$	797,211

Note 3 – Leases

Description of Leases

We lease warehouse space, equipment used in the transportation of goods in our warehouses and a limited number of automobiles and trailers. Our leases generally do not contain any explicit guarantees of residual value and, with the exception of our warehousing and distribution center in Huntley, IL, generally do not contain non-lease components. Our leases for warehouse transportation equipment generally require the equipment to be returned to the lessor in good working order.

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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. With the exception of our warehouse leases, none of our other 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 6.8 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 27, 2025		June 27, 2024		March 28, 2024		Affected Line Item in Consolidated Balance Sheets
Assets
Operating lease right-of-use assets	$	28,871	$	27,404	$	7,409	Operating lease right-of-use assets
Total lease right-of-use assets	$	28,871	$	27,404	$	7,409

Liabilities
Current:
Operating leases	$	4,537	$	2,623	$	1,872	Other accrued expenses
Noncurrent:
Operating leases		25,304		24,877		5,553	Long-term operating lease liabilities
Total lease liabilities	$	29,841	$	27,500	$	7,425

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 27, 2025		March 28, 2024		March 27, 2025		March 28, 2024
Operating lease costs (a)	$	1,833	$	847	$	5,546	$	2,236
Variable lease costs (b)		627		34		933		(107	)
Total lease cost	$	2,460	$	881	$	6,479	$	2,129

(a)

Includes short-term leases which are immaterial.

(b)

Variable lease costs consist of property taxes, sales tax, insurance and lease overtime charges.

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


	For the Thirty-Nine Weeks Ended
	March 27, 2025		March 28, 2024
Operating cash flows information:
Cash paid for amounts included in measurements for lease liabilities	$	4,166	$	1,827

Non-cash activity:
Right-of-use assets obtained in exchange for new operating lease obligations	$	4,812	$	2,350


	March 27, 2025			June 27, 2024			March 28, 2024
Weighted average remaining lease term (in years)		5.9			6.6			4.2
Weighted average discount rate		6.7	%		6.8	%		6.9	%

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Maturities of operating lease liabilities as of March 27, 2025 are as follows:


Fiscal Year Ending
June 26, 2025 (excluding the thirty-nine weeks ended March 27, 2025)	$	1,795
June 25, 2026		6,183
June 24, 2027		6,261
June 29, 2028		6,115
June 28, 2029		5,198
June 27, 2030		4,237
Thereafter		6,479
Total lease payments		36,268
Less imputed interest		(6,427	)
Present value of operating lease liabilities	$	29,841

At March 27, 2025, the Company has additional operating leases of approximately $116 that have not yet commenced and therefore are not reflected in the Consolidated Balance Sheet and tables above. The leases are scheduled to commence in the fourth quarter of fiscal 2025 with initial lease terms ranging from 5 to 6 years.

Lessor Accounting

We lease office space in our four-story office building located in Elgin, IL. 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 27, 2025		March 28, 2024		March 27, 2025		March 28, 2024
Lease income related to lease payments	$	228	$	490	$	1,185	$	1,467

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 26, 2025 (excluding the thirty-nine weeks ended March 27, 2025)	$	249
June 25, 2026		1,151
June 24, 2027		1,168
June 29, 2028		582
June 28, 2029		531
June 27, 2030		544
Thereafter		2,328
	$	6,553

Note 4 – Inventories

Inventories consist of the following:


	March 27, 2025		June 27, 2024		March 28, 2024
Raw material and supplies	$	117,142	$	85,300	$	100,067
Work-in-process and finished goods		140,656		111,263		110,605
Total	$	257,798	$	196,563	$	210,672

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Note 5 – Goodwill and Intangible Assets

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


	March 27, 2025			June 27, 2024			March 28, 2024
Customer relationships	$	21,350		$	21,350		$	21,350
Brand names		17,070			17,070			17,070
Product formulas		850			850			850
Non-compete agreement		300			300			300
		39,570			39,570			39,570
Less accumulated amortization:
Customer relationships		(21,094	)		(20,680	)		(20,518	)
Brand names		(13,206	)		(12,668	)		(12,491	)
Product formulas		(242	)		(121	)		(81	)
Non-compete agreement		(288	)		(279	)		(277	)
		(34,830	)		(33,748	)		(33,367	)
Net intangible assets	$	4,740		$	5,822		$	6,203

Customer relationships are being amortized on an accelerated basis. The brand names remaining to be amortized consist of the Squirrel Brand, Southern Style Nuts and Just the Cheese brand names. Product formulas relate to the acquisition of certain snack bar assets completed in fiscal 2024.

Total amortization expense related to intangible assets, which is classified in “administrative expenses” in the Consolidated Statement of Comprehensive Income, was $317 and $1,082 for the quarter and thirty-nine weeks ended March 27, 2025, respectively. Amortization expense for the remainder of fiscal 2025 is expected to be approximately $312 and expected amortization expense the next five fiscal years is as follows:


Fiscal Year Ending
June 25, 2026	$	1,042
June 24, 2027		847
June 29, 2028		677
June 28, 2029		496
June 27, 2030		400

Our net goodwill at March 27, 2025 was comprised of $9,650 from the 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 since June 29, 2023 are as follows:


Gross goodwill balance at June 29, 2023	$	20,516
Accumulated impairment losses		(8,766	)
Net goodwill balance at June 29, 2023		11,750
Goodwill acquired during fiscal 2024		—
Net balance at June 27, 2024		11,750
Goodwill acquired during fiscal 2025		—
Net balance at March 27, 2025	$	11,750

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Note 6 – Credit Facility

Our Amended and Restated Credit Agreement dated March 5, 2020 provides for a $117,500 senior secured revolving credit facility (the “Credit Facility”). The Credit Facility is secured by our accounts receivable and inventory.

On September 29, 2023, we entered into the Second Amendment to our Amended and Restated Credit Agreement which, among other things, increased the amount available to borrow under the Credit Facility to $150,000, extended the maturity date to September 29, 2028 and allows the Company to pay up to $100,000 in dividends per year, subject to meeting availability tests.

At March 27, 2025, we had $55,713 of available credit under the Credit Facility which reflects borrowings of $89,602 and reduced availability as a result of $4,685 in outstanding letters of credit. As of March 27, 2025, we were in compliance with all financial covenants under the Credit Facility.

Note 7 – 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 Thirty-Nine Weeks Ended
	March 27, 2025		March 28, 2024		March 27, 2025		March 28, 2024
Weighted average number of shares outstanding – basic		11,669,939		11,626,886		11,650,378		11,614,388
Effect of dilutive securities:
Restricted stock units		65,770		71,645		70,676		69,191
Weighted average number of shares outstanding – diluted		11,735,709		11,698,531		11,721,054		11,683,579

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

Note 8 – Stock-Based Compensation Plans

The following is a summary of Restricted Stock Unit (“RSU”) activity for the first thirty-nine weeks of fiscal 2025:


Restricted Stock Units	Shares			Weighted Average Grant Date Fair Value
Outstanding at June 27, 2024		147,443		$	73.09
Granted		63,414		$	75.03
Vested (a)		(43,094	)	$	76.65
Forfeited		(4,562	)	$	75.49
Outstanding at March 27, 2025		163,201		$	72.84

(a)

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

At March 27, 2025, there were 29,878 RSUs outstanding that were vested but deferred.

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The following is a summary of Performance Stock Unit (“PSU”) activity for the first thirty-nine weeks of fiscal 2025:


Performance Stock Units (a)	Shares			Weighted Average Grant Date Fair Value
Outstanding at June 27, 2024		8,031		$	82.99
Granted		10,481		$	72.08
Vested		—		$	—
Forfeited		(503	)	$	77.18
Outstanding at March 27, 2025		18,009		$	76.80

(a)

The PSUs are presented based on reaching target performance. The PSUs vest approximately 33 months from the grant date, with the number of shares earned (ranging from 0% to 200% of the target award) depending on the extent to which we achieve certain performance metrics. Based on current expectations and performance against these metrics, we expect 16,326 PSUs to be earned and thus vest at the end of the applicable vesting periods. The final number of shares that will eventually be earned and vest (if any) has not yet been determined as of March 27, 2025.

The following table summarizes compensation expense charged to earnings for all equity compensation plans for the periods presented:


	For the Quarter Ended				For the Thirty-Nine Weeks Ended
	March 27, 2025		March 28, 2024		March 27, 2025		March 28, 2024
Stock-based compensation expense	$	835	$	1,098	$	3,486	$	3,228

As of March 27, 2025, there was $5,985 of total unrecognized compensation expense related to non-vested RSUs and PSUs granted under our stock-based compensation plans. We expect to recognize that cost over a weighted average period of 1.5 years.

Note 9 – Retirement Plan

The Supplemental Employee Retirement Plan (“Retirement Plan”) is an unfunded, non-qualified benefit 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 27, 2025		March 28, 2024		March 27, 2025		March 28, 2024
Service cost	$	129	$	63	$	387	$	189
Interest cost		362		350		1,084		1,050
Net periodic benefit cost	$	491	$	413	$	1,471	$	1,239

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

Note 10 – 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 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. 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.

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Note 11 – Fair Value of Financial Instruments

The Financial Accounting Standards Board (the “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:


	March 27, 2025		June 27, 2024		March 28, 2024
Carrying value of current and long-term debt:	$	6,555	$	7,102	$	7,276
Fair value of current and long-term debt:		6,348		6,496		6,638

The estimated fair value of our current and long-term debt was determined using a market approach based upon Level 2 observable inputs, which estimates fair value based on interest rates currently offered on loans with similar terms to borrowers of similar credit quality or broker quotes. In addition, there have been no significant changes in the underlying assets securing our long-term debt.

Note 12 – Recent Accounting Pronouncements

The following recent accounting pronouncements have not yet been adopted:

In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280)”. The amendments in this update expand the disclosures required for reportable segments in annual and interim consolidated financial statements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments require that any entity that has a single reportable segment provide all the disclosures required in this update and already existing in Topic 280. The amendments are effective for public entities for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. The amendments will be applied retrospectively to all prior periods presented in the financial statements. We do not expect it to have a material impact on our Consolidated Financial Statements.

In November 2024, the FASB issued ASU 2024-03 “Disaggregation of Income Statement Expenses”. The amendments in this update require disaggregated disclosure of certain costs and expenses, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The amendments are effective for public entities for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact of this update on our related disclosures.

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

•

References herein to fiscal 2025 and fiscal 2024 are to the fiscal year ending June 26, 2025 and the fiscal year ended June 27, 2024, respectively.

•

References herein to the third quarter of fiscal 2025 and fiscal 2024 are to the quarters ended March 27, 2025 and March 28, 2024, respectively.

•

References herein to the first three quarters or first thirty-nine weeks of fiscal 2025 and fiscal 2024 are to the thirty-nine weeks ended March 27, 2025 and March 28, 2024, 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. We also offer our private brand customers a complete portfolio of snack and nutrition bars. We market and distribute, and in most cases, manufacture or process, a diverse product line of food and snack products, including nutrition bars, snack bars, peanut butter, almond butter, cashew butter, candy and confections, snack and trail mixes, sunflower kernels, dried fruit, corn snacks, sesame sticks, other sesame snack products and baked cheese snack products under our brand names, including Just the Cheese, and under private brands. We distribute our products in the consumer, commercial ingredients and contract manufacturing distribution channels.

Our Long-Range Plan defines our future growth priorities and focuses on growing our private brand business across key customers, as well as transforming Fisher, Orchard Valley Harvest and Squirrel Brand into leading brands while increasing distribution and diversifying our portfolio into high growth snacking segments. We will execute on our Long-Range Plan by providing our private brand customers value-added solutions and innovative products based on our extensive industry and consumer expertise, such as our newly developed product line of private brand nutrition bars. We will focus on growing our branded business by reaching new consumers via product expansion and packaging innovation, expanding distribution across current and alternative channels, diversifying our product offerings and focusing on new ways for consumers to buy our products, including sales via e-commerce platforms. Our Long-Range Plan also contemplates increasing our sales through product innovation and targeted, opportunistic acquisitions, such as the acquisition of certain snack bar assets including inventory, product formulas, a manufacturing facility and related equipment located in Lakeville, Minnesota, (the “Lakeville Acquisition”) which we completed the first day of the second quarter of fiscal 2024. The Lakeville Acquisition expanded our ability to produce private brand snack bars, increased our overall production capabilities and allows us to provide our private brand customers with a complete snack bar portfolio. In addition, we also acquired additional snack bar production assets in the first quarter of fiscal 2025 that will expand our manufacturing capacity and support further growth in our bar business. Beginning in the second quarter of fiscal 2025 and continuing into the next fiscal year, we plan to invest significant additional capital to purchase new equipment and make infrastructure improvements (and incur related expenses) in order to further expand our production capabilities, increase our efficiency and enhance our product offerings for our customers.

We focus our promotional and advertising activity to invest in our brands to achieve sales volume growth. We are executing an omnichannel approach to win in key categories including recipe nuts, snack nuts and trail mix. We continue to see e-commerce sales volume growth across our branded portfolio and anticipate taking various actions with the goal of maintaining that growth across a variety of established e-commerce platforms for our consumer channel. We continue to face the ongoing challenges and/or regulations specific to our business, such as food safety and regulatory matters, the maintenance and growth of our customer base and overall category growth for branded and private brand products and varying, decreasing or shifting consumer demand for snack nuts, trail mix and snack bars in a challenging snack food environment and against an uncertain macroeconomic backdrop.

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We face a number of challenges in the future, which include the impacts of higher prices in food, in part due to increasing underlying commodity acquisition costs and tariffs (actual, pending implementation or threatened) by the U.S. government or other governments. We continue to see uncertainty over interest rates that may negatively impact economic growth, consumers reducing their branded and private label snack purchases, including snack nuts, trail mix and snack bars, intense competition in the snack food industry and potential for economic downturn in the markets in which we operate and supply chain challenges. To stay compliant with recent changes in employment laws across states where we operate and remain competitive in attracting qualified talent, we expect our labor costs to continue to increase in the remainder of the 2025 fiscal year and beyond.

Inflation and Consumer Trends

We face changing industry trends as consumers' purchasing preferences evolve. We continue to see higher selling prices at retail across snack nuts and trail mix, with price increases starting in January 2025 driven by higher commodity costs. These higher prices across our categories and the broader market, coupled with a potential economic downturn and tightening of consumer finances due to reduced government support through programs such as SNAP or a variety of other macroeconomic reasons, are causing consumers to purchase fewer branded and private label snack products. This declining demand is leading to sales volume declines for snack nuts, recipe nuts, trail mix and snack bars both for the Company and across the snack food industry. Consumers continue to shift their preferences to private brands or lower priced nuts or snack bars or purchase snack products outside the snack nut, trail mix and snack bar categories. We have also seen consumers shifting to more value-focused retailers, such as mass merchandising retailers and club stores, not all of which we distribute or sell to. Additionally, the increased use and/or prevalence of certain weight loss drugs, which may suppress a person’s appetite and/or impact a person's preferences, may impact the demand or consumption patterns of our products. We have responded by focusing on our strengths, including our knowledge of the snack nut and trail mix and snack bar categories, product innovation and judicious use of trade spending and pricing actions.

Tariffs, Supply Chain and Transportation

Global supply chain pressures have eased compared to fiscal 2024, but pockets of challenges, delays and extended lead-times still exist for certain raw materials and inputs. Overall packaging and ingredient inflation appears to be moderating or leveling off in the 2025 fiscal year; however, the U.S. government has implemented and announced new import tariffs on products from foreign countries such as China, Canada and Mexico, along with specific tariffs on steel and aluminum products. Approximately 2% of our material costs, primarily pepitas and pine nuts, are currently sourced from China and are subject (at present) to a combined 170% tariff. These tariffs, or tariffs imposed on imports from other countries, will lead to an increase in the cost of certain raw materials we use in our business and our financial performance may be adversely impacted if we cannot pass on the cost increases in the form of price increases to our customers. While we do not have direct exposure to suppliers in Russia, Ukraine or Israel, the conflicts and prospects for conflict in these regions could continue to result in volatile commodity markets, supply chain disruptions and increased costs. In addition, the ultimate impact of tariffs may be difficult to predict as their amount and duration is uncertain, making our planning process more difficult, and the threat of tariffs can also have adverse implications to our business and the business of our suppliers and customers.

Trucking capacity continues to slowly decline, potentially leading to further instability in the transportation industry in the remainder of 2025 fiscal year. While indicators suggest transportation prices are stabilizing, the overall transportation environment remains unpredictable. Additionally, fuel prices have been unpredictable in fiscal 2025 and may vary depending on the level of economic activity in the areas where we ship and receive shipments.

Our most significant ingredient requirements include cocoa products, dried fruits, sweeteners, vegetable oils, oats, flour and dairy. Many of these materials and their associated costs are subject to price fluctuations from several factors, including changing commodity markets, other market conditions, demand for raw materials, weather, growing and harvesting conditions, climate change, energy costs, currency fluctuations, supplier capacities, governmental actions, import and export requirements (including tariffs), and ongoing political instability and other factors beyond our control.

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 uncertainties and intend to take steps to further mitigate impacts to our supply chain as they develop. If these supply chain pressures continue or worsen, or we cannot obtain the transportation and labor services needed to obtain raw materials or fulfill customer orders, such shortages and supply chain issues could have an unfavorable impact on net sales and our operations in the remainder of fiscal 2025 and potentially into fiscal 2026.

Furthermore, record cocoa prices have been fueled by a three consecutive years of supply deficits, led by significant production declines within the largest producers, Ivory Coast and Ghana. Cocoa market prices have continued to be volatile and touched new highs in late December 2024 while remaining well above long-term average levels throughout this quarter. Amid higher cocoa prices,

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consumption data is starting to reflect North American demand reductions, but global supply balances remain historically tight. Additionally, as costs increase due to these circumstances or due to overall inflationary pressures, there is a further risk of our not being able to pass (in part or in full) such potential cost increases on to our customers or in a timely manner. If we cannot align costs with prices for our products, our financial performance could be adversely impacted.

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QUARTERLY HIGHLIGHTS

Our net sales of $260.9 million for the third quarter of fiscal 2025 decreased $11.0 million, or 4.0%, from our net sales of $271.9 million for the third quarter of fiscal 2024. Net sales for the first thirty-nine weeks of fiscal 2025 increased by $41.0 million, or 5.1%, to $838.2 million compared to the first thirty-nine weeks of fiscal 2024.

Sales volume, measured as pounds sold to customers, decreased 7.9% compared to the third quarter of fiscal 2024. Sales volume for the first thirty-nine weeks of fiscal 2025 increased 6.7% compared to the first thirty-nine weeks of fiscal 2024.

Gross profit increased $6.7 million, and our gross profit margin, as a percentage of net sales, increased to 21.4% for the third quarter of fiscal 2025 compared to 18.1% for the third quarter of fiscal 2024. Gross profit decreased $9.5 million, and our gross profit margin decreased to 18.5% from 20.6% for the first thirty-nine weeks of fiscal 2025 compared to the first thirty-nine weeks of fiscal 2024.

Total operating expenses for the third quarter of fiscal 2025 decreased by $3.1 million, or 10.2%, compared to the third quarter of fiscal 2024. As a percentage of net sales, total operating expenses in the third quarter of fiscal 2025 decreased to 10.6% from 11.3% for the third quarter of fiscal 2024. Total operating expenses for the first thirty-nine weeks of fiscal 2025 decreased by $3.5 million, or 3.7%, compared to the first thirty-nine weeks of fiscal 2024. As a percentage of net sales, total operating expenses for the first thirty-nine weeks of fiscal 2025 decreased to 10.8% from 11.7% for the first thirty-nine weeks of fiscal 2024.

The total value of inventories on hand at the end of the third quarter of fiscal 2025 increased $47.1 million, or 22.4%, in comparison to the total value of inventories on hand at the end of the third quarter of fiscal 2024.

We have seen acquisition costs for walnuts increase significantly and all other tree nut and peanut costs increase modestly in the 2024 crop year (which falls into our current 2025 fiscal year). We completed procurement of inshell walnuts during the first half of fiscal 2025 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 2025. Remaining amounts to be paid to walnut growers as of March 27, 2025 are final and are not subject to revision. We increased our walnut grower liability by approximately $1.2 million during the third quarter of fiscal 2025, as the final payments due to walnut growers are slightly more than the amounts estimated at the end of the second quarter. This increase is insignificant compared to our total inshell walnut procurement costs for the year, and the portion of this adjustment to cost of sales was immaterial to our results of operations.

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RESULTS OF OPERATIONS

Net Sales

In the third quarter of fiscal 2025, our net sales decreased 4.0% to $260.9 million compared to net sales of $271.9 million for the third quarter of fiscal 2024. Sales volume, which is defined as pounds sold to customers, decreased 7.9%. The weighted average sales price per pound increased 4.2% primarily due to higher commodity acquisition costs for all major tree nuts

For the first thirty-nine weeks of fiscal 2025 our net sales were $838.2 million, an increase of $41.0 million, or 5.1%, compared to the same period of fiscal 2024 primarily due to the Lakeville Acquisition. Excluding the fiscal 2025 first quarter's impact of the Lakeville Acquisition, net sales remained relatively unchanged rising from $797.2 million to $797.7 million and sales volume also remained relatively unchanged.

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 Thirty-Nine Weeks Ended
Product Type	March 27, 2025			March 28, 2024			March 27, 2025			March 28, 2024
Peanuts & Peanut Butter		16.6	%		18.0	%		16.1	%		18.0	%
Pecans		6.4			6.2			10.1			10.1
Cashews & Mixed Nuts		18.3			17.3			17.6			18.5
Walnuts		4.3			3.7			4.7			4.6
Almonds		7.7			7.7			7.1			8.0
Trail & Snack Mixes		25.1			23.5			24.3			24.8
Snack & Nutrition Bars		15.3			17.6			14.1			9.7
Other		6.3			6.0			6.0			6.3
Total		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
Distribution Channel	March 27, 2025		Percentage of Total			March 28, 2024		Percentage of Total			$ Change			% Change
Consumer (1)	$	214,757		82.4	%	$	225,994		83.1	%	$	(11,237	)		(5.0	)%
Commercial Ingredients		24,636		9.4			26,955		9.9			(2,319	)		(8.6	)
Contract Manufacturing		21,514		8.2			18,935		7.0			2,579			13.6
Total	$	260,907		100.0	%	$	271,884		100.0	%	$	(10,977	)		(4.0	)%

(1)

Sales of branded products were approximately 13% and 14% of total consumer sales during the third quarter of fiscal 2025 and fiscal 2024, respectively. Fisher branded products were approximately 56% and 54% of branded sales during the third quarter of fiscal 2025 and fiscal 2024, respectively, with Orchard Valley Harvest branded products accounting for the majority of the remaining branded product sales.

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The following table shows a comparison of net sales by distribution channel (dollars in thousands):


	For the Thirty-Nine Weeks Ended
Distribution Channel	March 27, 2025		Percentage of Total			March 28, 2024		Percentage of Total			$ Change			% Change
Consumer (1)	$	695,500		83.0	%	$	651,690		81.7	%	$	43,810			6.7	%
Commercial Ingredients		78,125		9.3			82,802		10.4			(4,677	)		(5.6	)
Contract Manufacturing		64,545		7.7			62,719		7.9			1,826			2.9
Total	$	838,170		100.0	%	$	797,211		100.0	%	$	40,959			5.1	%

(1)

Sales of branded products were approximately 17% and 19% of total consumer sales during the first thirty-nine weeks of fiscal 2025 and fiscal 2024, respectively. Fisher branded products were approximately 63% and 65% of branded sales during the first thirty-nine weeks of fiscal 2025 and fiscal 2024, respectively, with Orchard Valley Harvest branded products accounting for the majority of the remaining branded product sales.

Net sales in the consumer distribution channel decreased $11.2 million, or 5.0%, and sales volume decreased 9.2% in the third quarter of fiscal 2025 compared to the third quarter of fiscal 2024. The sales volume decrease was driven by a 16.0% decrease in bars volume due to reduced sales to a mass merchandising retailer following a temporary increase in bar sales due to a national brand recall in the third quarter of fiscal 2024. Our strategic decision to reduce sales at a grocery store retailer and lost distribution at another grocery retailer further contributed to the decline in bars volume. Additionally, the discontinuance of peanut butter at the same mass merchandising retailer and decreases in almonds, snack nuts and trail mix driven by increased retail prices at two mass merchandising retailers contributed to the sales volume decrease. However, these declines were partially mitigated by increased sales of walnuts and pecans at the same retailer, along with new distribution at two grocery store customers. Sales volume of Orchard Valley Harvest decreased 33.8% mainly due to delayed orders from a major customer in the non-food sector.

In the first thirty-nine weeks of fiscal 2025, net sales in the consumer distribution channel increased $43.8 million, or 6.7%, and sales volume increased 6.1% compared to the same period of fiscal 2024 due to the Lakeville Acquisition. Excluding the fiscal 2025 first quarter's impact of the Lakeville Acquisition, net sales in the consumer distribution channel increased $6.0 million, or 0.9%, and sales volume decreased 1.4%. This sales volume decrease was due to soft consumer demand and decreased seasonal nut and trail mix volume at a mass merchandising retailer. Additionally, decreases in almonds and peanuts caused by increased retail prices and the discontinuance of peanut butter at another mass merchandising retailer. However, these declines were partially mitigated by increased sales of snack nuts and trail mix, walnuts and pecans at the same retailer. Private brand sales volume increased 8.0% largely due to the Lakeville Acquisition. Excluding the fiscal 2025 first quarter's impact of the Lakeville Acquisition, private brand sales volume decreased 0.7% due to the same reasons cited previously.

Net sales in the commercial ingredients distribution channel decreased $2.3 million, or 8.6%, and sales volume decreased 8.3% in the third quarter of fiscal 2025 compared to the third quarter of fiscal 2024. The sales volume decrease was mainly driven by competitive pricing pressures and decreased foodservice peanut butter sales.

In the first thirty-nine weeks of fiscal 2025, net sales in the commercial ingredients distribution channel decreased $4.7 million, or 5.6%, and sales volume decreased 2.0% compared to the same period of fiscal 2024. Excluding the fiscal 2025 first quarter's impact of the Lakeville Acquisition, net sales in the commercial ingredients channel decreased $5.0 million, or 6.0%, and sales volume decreased 2.6%. The sales volume decrease was due to competitive pricing pressures. This decrease was partially offset by higher sales from new distribution to a foodservice customer and higher sales of peanut crushing stock to peanut oil processors.

Net sales in the contract manufacturing distribution channel increased $2.6 million, or 13.6%, and sales volume increased 6.0% in the third quarter of fiscal 2025 compared to the third quarter of fiscal 2024. The increase in sales volume was due to increased granola volume processed in our Lakeville facility. Sales to a new customer and an opportunistic sale to a current customer contributed to the overall increase. These gains were significantly offset by reduced peanut sales volume to a major customer due to soft consumer demand.

In the first thirty-nine weeks of fiscal 2025, net sales in the contract manufacturing distribution channel increased $1.8 million, or 2.9%, and sales volume increased 25.2% compared to the same period of fiscal 2024. The sales volume increase was due to increased granola volume. Excluding the fiscal 2025 first quarter's impact of the Lakeville Acquisition, net sales in the contract manufacturing channel decreased $0.6 million, or 1.0%, and sales volume increased 14.0% for the reasons cited in the quarterly comparison.

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Gross Profit

Gross profit increased by $6.7 million, or 13.7%, to $55.9 million for the third quarter of fiscal 2025 compared to $49.2 million for the third quarter of fiscal 2024. The increase in gross profit was predominantly due to inventory valuation adjustments that we anticipated from a significant increase in commodity input costs, which may not recur next quarter. The inventory valuation adjustment was primarily driven by the transition from a lower-cost to a higher-cost crop year for walnuts and pecans. To a lesser extent, gross profit was also impacted by favorable manufacturing efficiencies. These gains were partially offset by higher commodity acquisition costs for all major tree nuts. Our gross profit margin, as a percentage of net sales, increased to 21.4% for the third quarter of fiscal 2025 compared to 18.1% for the third quarter of fiscal 2024 mainly due to the factors mentioned previously.

Gross profit was $154.7 million for the first thirty-nine weeks of fiscal 2025 compared to $164.1 million for the first thirty-nine weeks of fiscal 2024 due to increased commodity acquisition costs for all major nut commodities except pecans, as well as competitive pricing pressures and strategic pricing decisions, which were offset by the factors cited above and improved profitability on bars due to manufacturing efficiencies. Our gross profit margin, as a percentage of net sales, decreased to 18.5% for the first thirty-nine weeks of fiscal 2025 compared to 20.6% for the first thirty-nine weeks of fiscal 2024 mainly due to the factors mentioned previously.

Operating Expenses

Total operating expenses for the third quarter of fiscal 2025 decreased by $3.1 million, or 10.2%, to $27.7 million. Operating expenses decreased to 10.6% of net sales for the third quarter of fiscal 2025 compared to 11.3% of net sales for the third quarter of fiscal 2024.

Selling expenses for the third quarter of fiscal 2025 were $18.6 million, a slight decrease of 0.1% from the third quarter of fiscal 2024. The decrease was driven by a $1.5 million decrease in incentive compensation expense which was largely offset by a $1.4 million increase in rent expense related to our new Huntley, IL facility lease.

Administrative expenses for the third quarter of fiscal 2025 decreased $3.1 million, or 25.5%, to $9.1 million compared to $12.2 million for the third quarter of fiscal 2024. The decrease was due to a $3.1 million decrease in incentive compensation expense.

Total operating expenses for the first thirty-nine weeks of fiscal 2025 decreased by $3.5 million, or 3.7%, to $90.1 million. Operating expenses decreased to 10.8% of net sales for the first thirty-nine weeks of fiscal 2025 compared to 11.7% of net sales for the first thirty-nine weeks of fiscal 2024. The decrease in total operating expenses is net of the $2.2 million net gain on bargain purchase that occurred in the second quarter of fiscal 2024 due to the Lakeville Acquisition.

Selling expenses for the first thirty-nine weeks of fiscal 2025 were $61.1 million, a decrease of $0.6 million, or 0.9%, from the first thirty-nine weeks of fiscal 2024. The decrease was driven primarily by a $4.0 million decrease in advertising and consumer insight research expense and a $3.1 million decrease in incentive compensation expense. These decreases were largely offset by a $3.4 million increase in rent expense related to our new Huntley, IL facility lease, a $1.5 million increase in freight expense due to an increase in delivered sales pounds, and a $1.7 million increase in compensation-related expenses.

Administrative expenses for the first thirty-nine weeks of fiscal 2025 decreased $5.2 million, or 15.1%, to $29.0 million compared the first thirty-nine weeks of fiscal 2024. The decrease was primarily due to a $5.6 million decrease in incentive compensation expense.

Income from Operations

Due to the factors discussed above, income from operations was $28.2 million, or 10.8% of net sales, for the third quarter of fiscal 2025 compared to $18.4 million, or 6.7% of net sales, for the third quarter of fiscal 2024.

Due to the factors discussed above, income from operations was $64.6 million, or 7.7% of net sales, for the first thirty-nine weeks of fiscal 2025 compared to $70.5 million, or 8.8% of net sales, for the first thirty-nine weeks of fiscal 2024.

Interest Expense

Interest expense was $1.1 million for the third quarter of fiscal 2025 compared to $0.8 million for the third quarter of fiscal 2024.

Interest expense was $2.3 million the first thirty-nine weeks of fiscal 2025 compared to $2.1 million for the first thirty-nine weeks of fiscal 2024.

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Rental and Miscellaneous Expense, Net

Net rental and miscellaneous expense was $0.6 million for the third quarter of fiscal 2025 compared to $0.3 million for the third quarter of fiscal 2024 due to the departure of a tenant upon lease expiration.

Net rental and miscellaneous expense was $1.4 million for the first thirty-nine weeks of fiscal 2025 compared to $0.9 million for the first thirty-nine weeks of fiscal 2024.

Pension Expense (Excluding Service Costs)

Pension expense (excluding service costs) was $0.4 million for both the third quarter of fiscal 2025 and fiscal 2024 and $1.1 million for both the first thirty-nine weeks of fiscal 2025 fiscal 2024.

Income Tax Expense

Income tax expense was $6.0 million, or 22.9% of income before income taxes (“effective tax rate”), for the third quarter of fiscal 2025 compared to $3.4 million, or 20.2% of income before income taxes, for the third quarter of fiscal 2024. The effective tax rate is higher in the current quarter because the prior year comparable quarter contained a larger research and development tax credit.

Income tax expense was $14.3 million, or 24.0% of income before income taxes, for the first thirty-nine weeks of fiscal 2025 compared to $16.2 million, or 24.4% of income before income taxes, for the first thirty-nine weeks of fiscal 2024.

Net Income

Net income was $20.2 million, or $1.73 per common share basic and $1.72 per common share diluted, for the third quarter of fiscal 2025, compared to $13.5 million, or $1.16 per common share basic and $1.15 per common share diluted, for the third quarter of fiscal 2024.

Net income was $45.4 million, or $3.90 per common share basic and $3.87 per common share diluted, for the first thirty-nine weeks of fiscal 2025, compared to $50.2 million, or $4.33 per common share basic and $4.30 per common share diluted, for the first thirty-nine weeks of fiscal 2024.

LIQUIDITY AND CAPITAL RESOURCES

General

The primary uses of cash are to fund our current operations, fulfill contractual obligations, pursue our Long-Range Plan through growing our branded and private brand programs, modernize and expand our equipment, consummate and integrate business acquisitions, return cash to our stockholders through dividends, repay 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 Facility. Beginning second quarter of fiscal 2025 and continuing into the next fiscal year, we plan to invest approximately $90.0 million in capital expenditures (and related expenses) to acquire and install equipment, and make related infrastructure improvements to expand our production capabilities, increase our efficiency and further enhance our product offerings to our customers. We intend to obtain an equipment loan to finance a portion of this capital investment, and for the remainder we intend to fund with borrowings under our Credit Facility and/or use available cash generated from our operations. We anticipate that expected net cash flow generated from operations and amounts available pursuant to the Credit Facility and the aforementioned equipment loan will be sufficient to fund our operations and capital expenditures for the next twelve months. Our available credit under our Credit Facility has allowed us to devote more funds to promote our products, increase consumer insight capabilities and promotional efforts, reinvest in the Company through capital expenditures, develop new products, pay cash dividends, consummate strategic investments and business acquisitions, such as the Lakeville Acquisition, and explore and pursue other growth strategies outlined in our 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.

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The following table sets forth certain cash flow information for the first three quarters of 2025 and 2024, respectively (dollars in thousands):


	March 27, 2025			March 28, 2024			$ Change
Operating activities	$	(5,986	)	$	66,438		$	(72,424	)
Investing activities		(37,341	)		(76,495	)		39,154
Financing activities		44,138			8,486			35,652
Total change in cash	$	811		$	(1,571	)	$	2,382

Operating Activities Net cash used in operating activities was $6.0 million for the first thirty-nine weeks of fiscal 2025 compared to net cash provided by operating activities of $66.4 million for the comparative period of fiscal 2024. The decrease in operating cash flow was primarily due to changes in working capital, primarily inventory, and a lower net income.

Total inventories were $257.8 million at March 27, 2025, an increase of $61.2 million, or 31.2%, from the inventory balance at June 27, 2024, and an increase of $47.1 million, or 22.4%, from the inventory balance at March 28, 2024. The increase in inventories at March 27, 2025 compared to March 28, 2024 was primarily due to higher quantities and acquisition costs of finished goods, work-in-process and almonds. Additionally, higher commodity acquisition costs for walnuts and pecans contributed to the overall increase.

Raw nut and dried fruit input stocks, some of which are classified as work-in-process, decreased by 7.5 million pounds, or 9.9%, at March 27, 2025 compared to March 28, 2024 due to lower quantities of walnuts, peanuts and cashews on hand partially offset by higher quantities of almonds on hand. The weighted average cost per pound of raw nut input stocks on hand at the end of the third quarter of fiscal 2025 increased 33.9% compared to the end of the third quarter of fiscal 2024 primarily due to higher commodity acquisition costs for almost all major tree nuts.

Investing Activities Cash used in investing activities was $37.3 million during the first thirty-nine weeks of fiscal 2025 compared to $76.5 million for the same period last year. The decrease in cash used in investing activities was primarily due to the $59.0 million Lakeville Acquisition completed in the second quarter of fiscal 2024. Capital asset purchases were $37.2 million during the first thirty-nine weeks of fiscal 2025 compared to $17.5 million for the first thirty-nine weeks of fiscal 2024. We expect total capital expenditures for new equipment, including progress payments, facility and infrastructure upgrades and food safety enhancements to be approximately $55.0 million for fiscal 2025. A significant amount of the fiscal 2025 capital expenditures will be for the planned purchase of equipment to expand our production capabilities and related infrastructure improvements as described above. We expect to fund these capital purchases through a combination of borrowings under our existing Credit Facility, use of available cash from our operations and equipment loan financing expected to be finalized in the fourth quarter of fiscal 2025. Absent any additional material acquisitions or other significant investments, we believe that cash on hand, combined with cash provided by operations, borrowings available under the Credit Facility and equipment financing, will be sufficient to meet the cash requirements for planned capital expenditures.

Financing Activities Cash provided by financing activities was $44.1 million during the first thirty-nine weeks of fiscal 2025 compared to $8.5 million for the same period last year. Net borrowings under our Credit Facility were $69.2 million during the first thirty-nine weeks of fiscal 2025 compared to $32.1 million for the first thirty-nine weeks of fiscal 2024. Dividends paid in the first thirty-nine weeks of fiscal 2025 were approximately $1.2 million more than dividends paid in the same period last year.

Real Estate Matters

In August 2008, we completed the consolidation of our Chicago-based facilities into our Elgin 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 84% of the rentable area in the office building is currently vacant. Approximately 29% of the rentable area has not been built-out. There can be no assurance that we will be able to lease the unoccupied space and further capital expenditures will likely be necessary to lease the remaining space.

In April 2024, the Company executed a 7.5 year lease for approximately 445,000 square feet of warehouse space. The warehouse is located in Huntley, IL near the Elgin Site and is utilized to store finished goods inventory and as a distribution center.

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Financing Arrangements

On February 7, 2008, we entered into the Former Credit Agreement (as defined below) with a bank group (the “Bank Lenders”) providing a $117.5 million revolving loan commitment and letter of credit subfacility.

On March 5, 2020, we entered into an Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”) which amended and restated our Credit Agreement (the “Former Credit Agreement”) with bank lenders. The Amended and Restated Credit Agreement provided for a $117.5 million senior secured revolving credit facility with the same borrowing capacity, interest rates and applicable margin as the Former Credit Agreement and extended the term of the Former Credit Agreement from July 7, 2021 to March 5, 2025.

On May 8, 2023, we entered into the First Amendment to our Amended and Restated Credit Facility (the “First Amendment”) which replaced the London interbank offered rate 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 Restated Credit Facility (the “Second Amendment”) which, among other things, increased the amount available to borrow under the Credit Facility to $150.0 million, extended the maturity date to September 29, 2028 and allows the Company to pay up to $100 million in dividends per year, subject to meeting availability tests.

The Amended and Restated Credit Facility is secured by our accounts receivable and inventory.

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 on SOFR plus an applicable margin as noted above.

At March 27, 2025, the weighted average interest rate for the Credit Facility was 5.9%. 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. As of March 27, 2025, 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 March 27, 2025, we had $55.7 million of available credit under the Credit Facility. If this entire amount were borrowed at March 27, 2025, we would still be in compliance with all restrictive covenants under the Credit 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 a ten-year term at a fair market value rent with three five-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 March 27, 2025, $6.6 million of the debt obligation was outstanding.

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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 Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K for the fiscal year ended June 27, 2024.

Recent Accounting Pronouncements

Refer to Note 12 – “Recent Accounting Pronouncements” of the Notes to Consolidated Financial Statements, contained in Part I, Item 1 of this form 10-Q, for a discussion of recently issued and adopted accounting pronouncements.

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FORWARD LOOKING STATEMENTS

Some of the statements in this release are 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) sales activity for the Company’s products, such as a decline in sales 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; (ii) changes in the availability and costs of raw materials and ingredients due to tariffs and other import restrictions and the impact of fixed price commitments with customers; (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; (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; (v) the Company’s ability to appropriately respond to, or lessen the negative impact of, competitive and pricing pressures; (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; (vii) the ability of the Company to control costs (including inflationary costs) and manage shortages or other disruptions in areas such as inputs, transportation and labor; (viii) uncertainty in economic conditions, including the potential for inflation or economic 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; (x) the adverse effect of labor unrest or disputes, litigation and/or legal settlements, including potential unfavorable outcomes exceeding any amounts accrued; (xi) losses due to significant disruptions at any of our production or processing facilities or employee unavailability due to labor shortages; (xii) the ability to implement our 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; (xiii) technology disruptions or 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; (xv) our ability to manage the impacts of changing weather patterns on raw material availability due to climate change; and (xvi) our ability to operate our acquired snack bar assets and realize efficiencies and synergies from such acquisition.

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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 Form 10-K for the fiscal year ended June 27, 2024.

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 Rule 13a-15(e)) as of March 27, 2025. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of March 27, 2025, 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 Rule 13a-15(f)) during the quarter ended March 27, 2025 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

In addition to the other information set forth in this report on Form 10-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 Form 10-K for the fiscal year ended June 27, 2024. Other than noted below, there were no significant changes to the risk factors identified on the Form 10-K for the fiscal year ended June 27, 2024 during the first thirty-nine weeks of fiscal 2025.

Increases in Labor Costs or Work Stoppages, Strikes or Other Labor Events Could Materially and Adversely Affect Our Financial Condition and Results of Operations

As the number of our employees has grown, personnel costs, including the costs of medical and other employee health and welfare benefits, have increased. These costs can vary substantially as a result of an increase in the number, mix and experience of our employees and changes in health care and other employment-related laws. There are no assurances that we will succeed in reducing future increases in such costs, particularly if government regulations require us to change our health and welfare benefits, government regulations impose additional benefits or monitoring and compliance expenses, or we need to attract and retain additional qualified personnel or provide extra compensation due to other reasons. Increases in personnel costs can also be amplified by low unemployment rates, increased inflation, our preferences among workers in the labor market and general tight labor market conditions in any of the areas where we operate. Increases in labor costs at any of our suppliers, transportation providers, third parties that we do business with or third parties within our supply chain may also adversely impact the cost of our raw materials and other inputs and thus increase the cost of our products. Our inability to control such costs could materially and adversely affect our financial condition and results of operations.

Although we consider our labor relations to be good, if a significant number of our employees engaged in a work slowdown or stoppage, strike, boycott, or other type of labor unrest, it could impair our ability to source, manufacture and supply our products to customers. In addition, if there is a work slowdown or stoppage, strike, boycott or similar labor unrest event at a customer, supplier, transportation provider, road, port or dock, third party within our supply chain or government agency, it could similarly impact our ability to obtain raw materials, manufacture, ship, supply, or to otherwise provide our products to our customers. Any of these events could result in reduced sales and may distract our management from focusing on our business and strategic priorities. Any of these activities could materially and adversely affect our financial condition and results of operations.

See Part I, Item 2 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” in this Form 10-Q, and see Part II, Item 7 — “Management’s Discussion and Analysis of Financial Condition and

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Results of Operations — Liquidity and Capital Resources” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 27, 2024.

Item 5. Other Information

Rule 10b5-1 Trading Arrangement

During the quarter ended March 27, 2025, 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.

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EXHIBIT INDEX

(Pursuant to Item 601 of Regulation S-K)


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	Restated Certificate of Incorporation of the Company (incorporated by reference from Exhibit 3.1 to the Form 10-Q for the quarter ended March 24, 2005)

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

3.3	Certificate of Amendment to the Restated Certificate of Incorporation of the Company filed on December 11, 2024 (incorporated by reference from Exhibit 3.3 to the Form 10-Q for the quarter ended December 26, 2024)

*10.1	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 Form 10-Q for the quarter ended December 25, 2003)

*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 Form 10-Q for the quarter ended March 25, 2004)

*10.3	Restated Supplemental Retirement Plan (incorporated by reference from Exhibit 10.16 to the Form 10-K for the fiscal year ended June 28, 2007)

*10.4	Form of Indemnification Agreement (incorporated by reference from Exhibit 10.01 to the Form 8-K filed on May 5, 2009)

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

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

*10.7	Form of Non-Employee Director Restricted Stock Unit Award Agreement (non-deferral) under 2014 Omnibus Plan (fiscal 2022 and 2023 awards cycle) (incorporated by reference from Exhibit 10.38 to the Form 10-Q for the quarter ended December 24, 2015)

*10.8	Form of Non-Employee Director Restricted Stock Unit Award Agreement (deferral) under 2014 Omnibus Plan (fiscal 2022 awards cycle) (incorporated by reference from Exhibit 10.39 to the Form 10-Q for the quarter ended December 24, 2015)

*10.9	Form of Employee Restricted Stock Unit Award Agreement under 2014 Omnibus Plan (fiscal 2022 awards cycle) (incorporated by reference from Exhibit 10.10 to the Form 10-Q for the quarter ended December 24, 2020)

*10.10	Form of Employee Restricted Stock Unit Award Agreement under 2014 Omnibus Plan (fiscal 2023 awards cycle) (incorporated by reference from Exhibit 10.10 to the Form 10-Q for the quarter ended December 29, 2022)

*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 2023 Omnibus Plan (fiscal 2024 awards cycle) (incorporated by reference from Exhibit 10.14 to the Form 10-Q for the quarter ended December 28, 2023)

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Exhibit No.	Description

*10.15	Form of Employee Performance Restricted Stock Unit Award Agreement under 2023 Omnibus Plan (fiscal 2024 awards cycle) (incorporated by reference from Exhibit 10.15 to the Form 10-Q for the quarter ended December 28, 2023)

*10.16	Form of Non-Employee Director Restricted Stock Unit Award Agreement under 2023 Omnibus Plan (fiscal 2025 awards cycle) (incorporated by reference from Exhibit 10.16 to the Form 10-Q for the quarter ended December 26, 2024)

*10.17	Form of Employee Restricted Stock Unit Award Agreement under 2023 Omnibus Plan (fiscal 2025 awards cycle) (incorporated by reference from Exhibit 10.17 to the Form 10-Q for the quarter ended December 26, 2024)

*10.18	Form of Employee Performance Restricted Stock Unit Award Agreement under 2023 Omnibus Plan (fiscal 2025 awards cycle) (incorporated by reference from Exhibit 10.18 to the Form 10-Q for the quarter ended December 26, 2024)

10.19	Amended and restated Credit Agreement dated as of March 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 10.1 to the Form 8-K filed on March 11, 2020)

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

10.21	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)

*10.22	Nonqualified Deferred Compensation Plan Adoption Agreement of the Company dated as of November 22, 2022 (incorporated by reference from Exhibit 10.18 to the Form 10-Q for the quarter ended December 29, 2022)

*10.23	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

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

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	Certification of 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	Inline eXtensible Business Reporting Language (XBRL) Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH	Inline XBRL Taxonomy Extension Schema With Embedded Link Base Documents

104	Cover Page Interactive Data File (embedded within the Inline XBL document)

* Indicates a management contract or compensatory plan or arrangement.

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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 April 30, 2025.


JOHN B. SANFILIPPO & SON, INC.

By
	/s/ Frank S. Pellegrino
	Frank S. Pellegrino
	Chief Financial Officer, Executive Vice President, Finance and Administration