
Part I Business Leading U.S. nut and snack bar processor and distributor, vertically integrated, selling via retail, commercial, and contract manufacturing, with Walmart accounting for 40% of net sales - The company is a major processor and distributor of nuts (peanuts, pecans, cashews, walnuts, almonds) and snack bars in the United States11 - Products are sold under proprietary brands like Fisher, Orchard Valley Harvest, Squirrel Brand, and Southern Style Nuts, as well as private brand names for retailers1115 - The business model is generally vertically integrated for pecans, peanuts, and walnuts, which allows for better cost and quality control15 - The company operates through three primary distribution channels: consumer (retailers), commercial ingredients (food manufacturers), and contract manufacturing20 Concentration of Net Sales by Major Customer | Customer | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | | :--- | :--- | :--- | :--- | | Walmart Inc. | ~40% | 39% | 36% | | Target Corporation | ~11% | 13% | 15% | - As of June 26, 2025, the company had approximately 1,900 full-time employees35 Risk Factors The company faces significant risks from volatile raw material costs, intense competition, major customer dependency, food safety, cybersecurity, and climate change impacts - The availability and cost of raw materials (nuts, fruits, etc.) are subject to fluctuations from factors beyond the company's control, such as weather, climate change, and plant diseases, and the company cannot hedge against these commodity price changes4344 - The company operates in a highly competitive environment against larger firms like Hormel (Planters) and General Mills (Nature Valley), competing on price, quality, and brand recognition2846 - A high dependency on a few significant customers, with the top five accounting for 67% of net sales in fiscal 2025, poses a risk if a major customer is lost or reduces purchases62 - Food safety concerns, such as product contamination or allergens, could lead to product recalls, loss of consumer confidence, and significant financial impact5152 - Cybersecurity events like technology disruptions, hacking, or ransomware attacks could adversely affect operations and financial condition54 - The Sanfilippo Group controls approximately 50.5% of the voting interest, giving them significant influence over corporate matters, including changes in control75 Unresolved Staff Comments The company reports no unresolved staff comments - None78 Cybersecurity The company's cybersecurity risk management is overseen by the Board, with experienced leadership and third-party assessments, acknowledging potential material impact from future incidents - The Board of Directors, with delegation to the Audit Committee, is responsible for overseeing cybersecurity risks7985 - The information security function is led by a Vice President with 39 years of experience and a Senior Director with 26 years of experience, holding multiple certifications (CISM, CISSP, etc.)80 - The company engages nationally recognized third parties for cybersecurity assessments, including penetration testing, threat identification, and phishing simulations8389 - While no previous cybersecurity incidents have materially affected the company, a future incident could have a material impact on operations and financial condition84 Properties The company owns or leases five principal production facilities and a warehouse for nut processing and bar manufacturing, with capacity for increases, though some lines operate at full capacity during peak periods Principal Production Facilities | Location | Primary Use | Annual Shelling Capacity | | :--- | :--- | :--- | | Elgin, IL | Primary processing, packaging, corporate HQ | N/A | | Selma, TX | Pecan shelling and processing | >90 million inshell pounds | | Bainbridge, GA | Peanut shelling and peanut butter production | ~120 million inshell pounds | | Gustine, CA | Walnut shelling and processing | >60 million inshell pounds | | Lakeville, MN | Bar manufacturing and packaging | N/A | - The Elgin site can accommodate a 15-20% increase in production capacity, while the Lakeville facility can also handle a 15-20% increase, though some production lines are at full capacity9295 Legal Proceedings The company is party to various lawsuits arising from ordinary business, which management believes will not have a material adverse effect on its financial condition or operations - The company is involved in various legal proceedings in the ordinary course of business98 - Management does not expect these matters to have a material adverse effect on the company's financial condition or results98 Mine Safety Disclosures This item is not applicable to the company - Not applicable100 Part II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The company's Common Stock trades on NASDAQ under "JBSS", with two stock classes, and maintains a dividend policy, having declared annual and special dividends recently - The company's Common Stock is traded on the NASDAQ Global Select Market under the symbol "JBSS"113 - The company has two classes of stock: Common Stock (one vote per share) and Class A Stock (ten votes per share on most matters)112 - The Board of Directors adopted a dividend policy in January 2017 to pay a regular annual cash dividend, typically declared at the end of the fiscal year and paid in the first quarter of the next118 Recent Dividends Declared (per share) | Declaration Date | Type | Amount | Payment Date | | :--- | :--- | :--- | :--- | | July 18, 2023 | Annual & Special | $0.80 & $1.20 | Sep 13, 2023 | | May 1, 2024 | Special | $1.00 | June 20, 2024 | | July 17, 2024 | Annual & Special | $0.85 & $1.25 | Sep 11, 2024 | | Post FY 2025 | Annual & Special | $0.90 & $0.60 | Sep 11, 2025 | Selected Financial Data Five-year consolidated financial data shows consistent net sales growth to $1.107 billion in fiscal 2025, with net income at $58.9 million and growing total assets Five-Year Selected Financial Data (in thousands, except per share data) | Metric | FY 2025 | FY 2024 | FY 2023 | FY 2022 | FY 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Net Sales | $1,107,246 | $1,066,783 | $999,686 | $955,868 | $858,482 | | Gross Profit | $203,471 | $214,139 | $211,631 | $199,627 | $184,987 | | Net Income | $58,934 | $60,249 | $62,857 | $61,787 | $59,741 | | Diluted EPS | $5.03 | $5.15 | $5.40 | $5.33 | $5.17 | | Total Assets | $597,603 | $515,575 | $425,287 | $447,262 | $398,455 | | Total Debt | $73,089 | $27,522 | $7,774 | $51,362 | $23,383 | Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) FY2025 net sales increased 3.8% to $1.11 billion due to the Lakeville Acquisition, but gross profit decreased 5.0% to $203.5 million from higher commodity costs and pricing, leading to a slight net income decrease to $58.9 million - The company's long-range plan focuses on growing its private brand business and transforming its Fisher and Orchard Valley Harvest brands, including expansion into high-growth snacking categories like bars through acquisitions such as the Lakeville facility130 Fiscal 2025 vs. Fiscal 2024 Performance | Metric | Fiscal 2025 | Fiscal 2024 | % Change | | :--- | :--- | :--- | :--- | | Net Sales | $1,107.2M | $1,066.8M | +3.8% | | Gross Profit | $203.5M | $214.1M | -5.0% | | Gross Profit Margin | 18.4% | 20.1% | -1.7 p.p. | | Income from Operations | $84.7M | $85.2M | -0.6% | | Net Income | $58.9M | $60.2M | -2.2% | | Diluted EPS | $5.03 | $5.15 | -2.3% | - The increase in FY2025 net sales was primarily due to the Lakeville Acquisition; excluding its impact, net sales were relatively unchanged and sales volume decreased by 1.7%149 - The decrease in gross profit and margin was mainly attributed to increased commodity acquisition costs for most major tree nuts, competitive pricing pressures, and strategic pricing decisions154 - Cash used in investing activities was $50.8 million in FY2025, primarily for capital expenditures. The company plans approximately $104.0 million in capital expenditures for fiscal 2026 to expand production capabilities172173 - Total inventories increased by $58.0 million (29.5%) at the end of fiscal 2025 compared to fiscal 2024, driven by higher commodity costs and increased finished goods quantities168 Quantitative and Qualitative Disclosures About Market Risk The company is exposed to unhedged market risks from interest rates, commodity prices, and foreign exchange, with commodity price volatility being the most significant due to the lack of nut futures markets - The company is exposed to market risk from interest rates, commodity prices, and foreign exchange, but does not use hedging instruments196 - Commodity price risk is significant as there are no futures markets for nuts. A hypothetical 1% increase in material costs would have reduced FY2025 gross profit by about $6.6 million197 - Approximately 28% of nut and dried fruit purchases in FY2025 were from foreign sources, payable in U.S. dollars, but underlying costs can fluctuate with currency exchange rates198 - A hypothetical 10% adverse change in weighted-average interest rates on variable-rate debt would have impacted FY2025 net income by approximately $0.3 million199 Financial Statements and Supplementary Data Audited consolidated financial statements for FY2023-2025 are presented, with PricewaterhouseCoopers LLP issuing an unqualified opinion on both financial statements and internal control effectiveness - The independent auditor, PricewaterhouseCoopers LLP, issued an unqualified opinion on the consolidated financial statements and the effectiveness of internal control over financial reporting as of June 26, 2025202 - The auditor identified the valuation of the projected benefit obligation for the Supplemental Employee Retirement Plan (SERP) as a critical audit matter due to the significant judgment involved in determining the discount rate209210 Consolidated Balance Sheet Highlights (as of June 26, 2025) | Account | Amount (in thousands) | | :--- | :--- | | Total Current Assets | $346,424 | | Total Assets | $597,603 | | Total Current Liabilities | $156,046 | | Total Liabilities | $236,906 | | Total Stockholders' Equity | $360,697 | Consolidated Income Statement Highlights (for year ended June 26, 2025) | Account | Amount (in thousands) | | :--- | :--- | | Net Sales | $1,107,246 | | Gross Profit | $203,471 | | Income from Operations | $84,711 | | Net Income | $58,934 | Note 2: Lakeville Acquisition On September 29, 2023, the company acquired snack bar assets from TreeHouse Foods for $58.97 million, recognizing a $2.23 million bargain purchase gain, accelerating its strategy in the growing bar category - The company completed the acquisition of snack bar assets from TreeHouse Foods, Inc. on September 29, 2023, for a net purchase price of $58.97 million268 - The fair value of the identifiable assets acquired ($61.95 million) exceeded the purchase price, resulting in a recognized bargain purchase gain of $2.23 million, net of taxes273 - The acquisition included inventory ($35.5 million), property, plant, and equipment ($25.6 million), and product formulas ($0.85 million)270 Note 7: Revolving Credit Facility The company's senior secured revolving credit facility was increased to $150 million and extended to September 2028, with $86.9 million available credit as of June 26, 2025, and compliance with all covenants - On September 29, 2023, the credit facility was amended to increase the borrowing capacity to $150 million and extend the maturity date to September 29, 2028306 - As of June 26, 2025, the company had $86.9 million of available credit under the facility and was in compliance with all covenants308 Note 8: Long-Term Debt As of June 26, 2025, total long-term debt was $14.56 million, including a $6.37 million financing obligation and a new $9.27 million Equipment Loan for up to $50 million to expand production capabilities Long-Term Debt Composition (as of June 26, 2025) | Obligation | Amount (in thousands) | | :--- | :--- | | Selma, TX facility financing | $6,365 | | Equipment Loan | $9,265 | | Unamortized debt issuance costs | ($125) | | Total | $15,505 | - On June 16, 2025, the company entered into an Equipment Loan agreement to finance up to $50 million for the purchase of new production equipment311 Note 15: Retirement Plan The company maintains an unfunded, non-qualified Supplemental Employee Retirement Plan (SERP) with a projected benefit obligation of $28.7 million as of fiscal year-end 2025, calculated using a 5.49% discount rate - The company maintains an unfunded, non-qualified Supplemental Employee Retirement Plan (SERP)331 SERP Projected Benefit Obligation (in thousands) | | June 26, 2025 | June 27, 2024 | | :--- | :--- | :--- | | Projected Benefit Obligation | $28,739 | $26,862 | - The discount rate used to calculate the benefit obligation was 5.49% at fiscal year-end 2025 and 5.45% at fiscal year-end 2024334 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None345 Controls and Procedures Management, including the CEO and CFO, concluded that disclosure controls and internal control over financial reporting were effective as of June 26, 2025, a conclusion concurred by PricewaterhouseCoopers LLP - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of June 26, 2025346 - Management concluded that the company's internal control over financial reporting was effective as of June 26, 2025, based on the COSO framework347 - The effectiveness of internal control over financial reporting was audited by PricewaterhouseCoopers LLP, which concurred with management's assessment348 Other Information No directors or officers adopted, terminated, or modified Rule 10b5-1 trading arrangements during the fourth quarter of fiscal 2025 - No directors or officers adopted, terminated, or modified a Rule 10b5-1 trading arrangement during the fourth quarter of fiscal 2025351 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections This item is not applicable to the company - Not applicable352 Part III Directors, Executive Officers and Corporate Governance Information regarding directors, executive officers, and corporate governance is incorporated by reference from the 2025 Proxy Statement, with the company having adopted a Code of Ethics and Conduct - Required information is incorporated by reference from the Proxy Statement for the 2025 Annual Meeting353 - The company has adopted a Code of Ethics and a Code of Conduct, available on its website354 Executive Compensation Information regarding executive compensation is incorporated by reference from the 2025 Proxy Statement - Required information is incorporated by reference from the Proxy Statement for the 2025 Annual Meeting355 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information regarding security ownership of beneficial owners and management is incorporated by reference from the 2025 Proxy Statement - Required information is incorporated by reference from the Proxy Statement for the 2025 Annual Meeting356 Certain Relationships and Related Transactions, and Director Independence Information regarding certain relationships, related party transactions, and director independence is incorporated by reference from the 2025 Proxy Statement - Required information is incorporated by reference from the Proxy Statement for the 2025 Annual Meeting357 Principal Accountant Fees and Services Information regarding principal accountant fees and services is incorporated by reference from the 2025 Proxy Statement - Required information is incorporated by reference from the Proxy Statement for the 2025 Annual Meeting358 Part IV Exhibits, Financial Statement Schedules This section lists financial statements, schedules, and exhibits, with financial statements in Item 8, schedules omitted, and exhibits in the Exhibit Index - The financial statements are included in Part II, Item 8359 - All financial statement schedules are omitted because they are not applicable or the required information is otherwise included360 - A list of exhibits filed with the report is provided in the Exhibit Index361 Form 10-K Summary The company has not provided a summary for this item - None364