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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM 10-Q
(Mark One)
[ X ] Quarterly Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended March 27, 2003
[ ] Transition Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from to
---------- ----------
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 (I.R.S. Employer
of Incorporation or Organization) Identification Number)
2299 Busse Road
Elk Grove Village, Illinois 60007
----------------------------------------
(Address of Principal Executive Offices)
(Registrant's telephone number, including area code)
(847) 593-2300
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 X No
--------- ---------
As of May 8, 2003, 5,588,689 shares of the Registrant's Common Stock,
$0.01 par value per share, excluding 117,900 treasury shares, and
3,667,426 shares of the Registrant's Class A Common Stock, $0.01 par value
per share, were outstanding.
JOHN B. SANFILIPPO & SON, INC.
------------------------------
INDEX TO FORM 10-Q
------------------
PART I. FINANCIAL INFORMATION PAGE NO.
- ------------------------------ --------
Item 1 -- Consolidated Financial Statements (Unaudited):
- --------------------------------------------------------
Consolidated Statements of Operations for the quarters
and thirty-nine weeks ended March 27, 2003
and March 28, 2002 3
Consolidated Balance Sheets as of March 27, 2003
and June 27, 2002 4
Consolidated Statements of Cash Flows for the thirty-nine
weeks ended March 27, 2003 and March 28, 2002 5
Notes to Consolidated Financial Statements 6
Item 2 -- Management's Discussion and Analysis of
Financial Condition and Results of Operations 10
- -------------------------------------------------
Item 3 -- Quantitative and Qualitative Disclosures
About Market Risk 16
- --------------------------------------------------
Item 4 -- Controls and Procedures 16
- ---------------------------------
PART II. OTHER INFORMATION
- ---------------------------
Item 6 -- Exhibits and Reports on Form 8-K 17
SIGNATURE 18
- ---------
CERTIFICATIONS 19
- --------------
EXHIBIT INDEX 21
- -------------
OMITTED FINANCIAL STATEMENTS
- ----------------------------
None
FORWARD-LOOKING STATEMENTS
- --------------------------
This document contains certain forward-looking statements that
represent the Company's present expectations or beliefs concerning future
events. The Company cautions that such statements are qualified by
important factors. See Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations - Forward Looking
Statements and Factors That May Affect Future Results.
PART I. FINANCIAL INFORMATION
------------------------------
Item 1 -- Financial Statements (Unaudited)
- ------------------------------------------
JOHN B. SANFILIPPO & SON, INC.
------------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
(Unaudited)
(Dollars in thousands, except earnings per share)
For the Quarter Ended For the Thirty-nine Weeks Ended
------------------------------- -------------------------------
March 27, 2003 March 28, 2002 March 27, 2003 March 28, 2002
-------------- -------------- -------------- --------------
Net sales $84,284 $67,114 $311,589 $264,628
Cost of sales 71,212 58,481 264,917 227,472
-------- -------- -------- --------
Gross profit 13,072 8,633 46,672 37,156
-------- -------- -------- --------
Selling expenses 5,750 4,650 16,432 16,118
Administrative expenses 3,670 2,251 8,287 6,817
-------- -------- -------- --------
9,420 6,901 24,719 22,935
-------- -------- -------- --------
Income from operations 3,652 1,732 21,953 14,221
-------- -------- -------- --------
Other income (expense):
Interest expense (1,192) (1,389) (3,474) (4,423)
Rental income 118 100 362 392
Miscellaneous 1 3 2 10
-------- -------- -------- --------
(1,073) (1,286) (3,110) (4,021)
-------- -------- -------- --------
Income before income taxes 2,579 446 18,843 10,200
Income tax expense 1,006 178 7,349 4,080
-------- -------- -------- --------
Net income and comprehensive income $ 1,573 $ 268 $ 11,494 $ 6,120
======== ======== ======== ========
Basic earnings per common share $ 0.17 $ 0.03 $ 1.25 $ 0.67
======== ======== ======== ========
Diluted earnings per common share $ 0.17 $ 0.03 $ 1.24 $ 0.67
======== ======== ======== ========
The accompanying notes are an integral part of these financial statements
JOHN B. SANFILIPPO & SON, INC.
------------------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
(Dollars in thousands)
(Unaudited)
-----------
March 27, 2003 June 27, 2002
-------------- -------------
ASSETS
- ------
CURRENT ASSETS:
Cash $ 993 $ 1,272
Accounts receivable, less allowances
of $2,080 and $1,393, respectively 28,164 24,133
Inventories 135,173 99,485
Deferred income taxes 861 861
Prepaid expenses and other current assets 2,125 3,032
-------- --------
TOTAL CURRENT ASSETS 167,316 128,783
-------- --------
PROPERTIES:
Buildings 61,707 60,348
Machinery and equipment 89,195 84,420
Furniture and leasehold improvements 5,385 5,399
Vehicles 3,164 3,684
-------- --------
159,451 153,851
Less: Accumulated depreciation 93,804 88,252
-------- --------
65,647 65,599
Land 1,863 1,863
-------- --------
TOTAL PROPERTIES 67,510 67,462
-------- --------
OTHER ASSETS:
Goodwill and other intangibles 4,476 4,796
Miscellaneous 5,028 5,774
-------- --------
TOTAL OTHER ASSETS 9,504 10,570
-------- --------
TOTAL ASSETS $244,330 $206,815
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
Notes payable $ 44,256 $ 23,519
Current maturities of long-term debt 10,737 5,683
Accounts payable 19,960 17,741
Drafts payable 8,037 4,049
Accrued expenses 12,567 10,098
Income taxes payable 1,122 298
-------- --------
TOTAL CURRENT LIABILITIES 96,679 61,388
-------- --------
LONG-TERM DEBT 30,700 40,421
-------- --------
LONG-TERM DEFERRED INCOME TAXES 2,946 2,946
-------- --------
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, 3,667,426 and
3,687,426 issued and outstanding, respectively 37 37
Common Stock, non-cumulative voting rights
of one vote per share, $.01 par value;
10,000,000 shares authorized, 5,687,789 and
5,583,939 shares issued and outstanding,
respectively 57 56
Capital in excess of par value 57,669 57,219
Retained earnings 57,446 45,952
Treasury stock, at cost; 117,900 shares (1,204) (1,204)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 114,005 102,060
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $244,330 $206,815
======== ========
The accompanying notes are an integral part of these financial statements.
JOHN B. SANFILIPPO & SON, INC.
------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(Unaudited)
(Dollars in thousands)
For the Thirty-nine Weeks Ended
-------------------------------
March 27, 2003 March 28, 2002
-------------- --------------
Cash flows from operating activities:
Net income $ 11,494 $ 6,120
Adjustments:
Depreciation and amortization 8,136 7,964
Gain on disposition of properties (5) (33)
Change in current assets and current
liabilities:
Accounts receivable, net (4,031) 1,835
Inventories (35,688) (15,510)
Prepaid expenses and other current assets 907 (2,074)
Accounts payable 2,219 7,003
Drafts payable 3,988 648
Accrued expenses 2,469 2,922
Income taxes receivable/payable 824 1,940
Other (916) (2,597)
-------- --------
Net cash (used in) provided by
operating activities (10,603) 8,218
-------- --------
Cash flows from investing activities:
Acquisition of properties (6,217) (3,668)
Proceeds from disposition of properties 20 64
-------- --------
Net cash used in investing activities (6,197) (3,604)
-------- --------
Cash flows from financing activities:
Net borrowings on notes payable 20,737 (151)
Principal payments on long-term debt (4,667) (4,661)
Issuance of Common Stock 451 --
-------- --------
Net cash provided by (used in)
financing activities 16,521 (4,812)
-------- --------
Net decrease in cash (279) (198)
Cash:
Beginning of period 1,272 1,098
-------- --------
End of period $ 993 $ 900
======== ========
Supplemental disclosures:
Interest paid $ 3,749 $ 4,762
Income taxes paid 6,580 2,187
The accompanying notes are an integral part of these financial statements.
JOHN B. SANFILIPPO & SON, INC.
------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(Unaudited)
(Dollars in thousands)
Note 1 -- Basis of Presentation
- -------------------------------
The consolidated financial statements include the accounts of John B.
Sanfilippo & Son, Inc. and its wholly-owned subsidiary, JBS
International, Inc. (collectively, the "Company"). The Company's
fiscal year ends on the last Thursday of June each year, and typically
consists of fifty-two weeks (four thirteen week quarters).
Note 2 -- Inventories
- ---------------------
Inventories are stated at the lower of cost (first in, first out) or
market. Inventories consist of the following:
March 27, June 27,
2003 2002
--------- --------
Raw material and supplies $ 64,060 $45,229
Work-in-process and finished goods 71,113 54,256
-------- -------
$135,173 $99,485
======== =======
Note 3 -- Earnings Per Common Share
- -----------------------------------
Earnings per common share is calculated using the weighted average
number of shares of Common Stock and Class A Common Stock outstanding
during the period. The following tables present the required
disclosures:
For the Quarter Ended March 27, 2003
-------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Net Income $1,573
Basic Earnings Per Common Share
Income available to common
stockholders $1,573 9,182,250 $0.17
=====
Effect of Dilutive Securities
Stock options 187,993
Diluted Earnings Per Common Share
Income available to common
stockholders $1,573 9,370,243 $0.17
====== ========= =====
For the Quarter Ended March 28, 2002
-------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Net Income $268
Basic Earnings Per Common Share
Income available to common
stockholders $268 9,149,915 $0.03
=====
Effect of Dilutive Securities
Stock options 41,235
Diluted Earnings Per Common Share
Income available to common
stockholders $268 9,191,150 $0.03
==== ========= =====
For the Thirty-nine Weeks Ended
March 27, 2003
-------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Net Income $11,494
Basic Earnings Per Common Share
Income available to common
stockholders $11,494 9,163,133 $1.25
=====
Effect of Dilutive Securities
Stock options 120,070
Diluted Earnings Per Common Share
Income available to common
stockholders $11,494 9,283,203 $1.24
======= ========= =====
For the Thirty-nine Weeks Ended
March 28, 2002
-------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Net Income $6,120
Basic Earnings Per Common Share
Income available to common
stockholders $6,120 9,149,229 $0.67
=====
Effect of Dilutive Securities
Stock options 40,916
Diluted Earnings Per Common Share
Income available to common
stockholders $6,120 9,190,145 $0.67
====== ========= =====
The following table summarizes the weighted-average number of options
which were outstanding for the periods presented but were not included
in the computation of diluted earnings per share because the exercise
prices of the options were greater than the average market price of the
common shares for the period:
Weighted-Average
Number of Options Exercise Price
----------------- ----------------
Quarter Ended March 27, 2003 25,400 $13.75
Quarter Ended March 28, 2002 158,463 $ 9.05
Thirty-nine Weeks Ended March 27, 2003 68,888 $10.38
Thirty-nine Weeks Ended March 28, 2002 221,675 $10.07
Note 4 -- Goodwill and Other Intangible Assets
- ----------------------------------------------
The Company adopted Financial Accounting Standards Board ("FASB")
Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill
and Other Intangible Assets", effective June 28, 2002. SFAS 142
requires, among other things, the discontinuance of goodwill
amortization. In addition, SFAS 142 includes provisions for the
reclassification of certain existing recognized intangible assets as
goodwill, reassessment of the useful lives of existing recognized
intangible assets, reclassification of certain intangible assets out of
previously reported goodwill and the identification of reporting units
for purposes of assessing potential future impairments of goodwill. The
Company's recorded assets at June 28, 2002 included both an intangible
asset and goodwill.
The intangible asset consists of the Fisher brand name that was acquired
in 1995. The Company determined that the brand name is of a finite life
and is being amortized over a fifteen-year period. Amortization expense
for the next five fiscal years is expected to be approximately $427
annually.
The goodwill represents the excess of the purchase price over the fair
value of the net assets in the Company's acquisition of Sunshine Nut
Co., Inc. in 1992. The Company determined that it has no separate
reporting units; therefore, the goodwill impairment test was performed
using the fair value of the entire Company.
Based upon the results of management's impairment testing, which
included an independent valuation, no adjustment to the carrying amount
of goodwill and the intangible asset is required. As required under
SFAS 142, amortization of goodwill has been discontinued.
The following table details goodwill and other intangible assets as of
March 27, 2003:
March 27, 2003
--------------------------------------------
Gross Carrying Accumulated Net Carrying
Amount Amortization Amount
-------------- ------------ ------------
Goodwill $2,504 $1,262 $1,242
Finite-lived amortized
intangible assets 6,368 3,134 3,234
------ ------ ------
Total $8,872 $4,396 $4,476
====== ====== ======
As required under SFAS 142, the results for the second quarter and first
thirty-nine weeks of fiscal 2002 have not been restated. The tables
below present the effect on net income and earnings per share as if SFAS
142 had been in effect for the first thirty-nine weeks of fiscal 2002:
Quarter Ended
------------------------------
March 27, March 28,
2003 2002
------------ ------------
Reported net income $1,573 $ 268
Add back:
Goodwill amortization (net of tax) -- 19
------ -----
Adjusted net income $1,573 $ 287
====== =====
Basic and diluted earnings per share:
Reported and adjusted net earnings
per share (basic) $ 0.17 $0.03
====== =====
Reported and adjusted net earnings
per share (diluted) $ 0.17 $0.03
====== =====
Thirty-nine Weeks Ended
------------------------------
March 27, March 28,
2003 2002
------------ ------------
Reported net income $11,494 $6,120
Add back:
Goodwill amortization (net of tax) -- 57
------- ------
Adjusted net income $11,494 $6,177
======= ======
Basic and diluted earnings per share:
Reported net earnings
per share (basic) $ 1.25 $ 0.67
======= ======
Adjusted net earnings
per share (basic) $ 1.25 $ 0.68
======= ======
Reported and adjusted net earnings
per share (diluted) $ 1.24 $ 0.67
======= ======
Note 5 -- Stock Option Plans
- ----------------------------
The Company applies Accounting Principles Board Opinion No. 25 and
related Interpretations in accounting for its stock-based compensation
plans. Had compensation cost for the Company's stock-based
compensation plans been determined based on the fair value at the
grant dates for awards under the plans with the alternative method of
SFAS 123, "Accounting for Stock-Based Compensation", the effect on the
Company's net income for the quarters and thirty-nine weeks ended
March 27, 2003 and March 28, 2002 would not have been significant.
Note 6 -- Other Recent Accounting Pronouncements
- ------------------------------------------------
In June 2002, the FASB issued SFAS 146, "Accounting for Costs
Associated with Exit or Disposal Activities". This statement
addresses financial accounting and reporting for costs associated with
exit or disposal activities. SFAS 146 became effective in the third
quarter of fiscal 2003. The adoption of SFAS 146 had no impact on the
Company's cash flows, financial position or results of operations.
In November 2002, the FASB issued Interpretation 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others". Interpretation 45
requires a guarantor to include disclosure of certain obligations and,
if applicable, at the inception of the guarantee, recognize a liability
for the fair value of other certain obligations undertaken in issuing a
guarantee. The recognition requirement is effective for guarantees
issued or modified after December 31, 2002 and is not expected to have a
material impact on the Company. The Company adopted the disclosure
requirements of Interpretation 45 effective December 2002.
In December 2002, the FASB issued SFAS 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure". SFAS 148 amends certain
provisions of SFAS 123 and is effective for fiscal years ending after
December 15, 2002. The Company is currently assessing the impact, if
any, of SFAS 148.
In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities, an Interpretation of ARB
No. 51". FIN 46 requires certain variable interest entities to be
consolidated by the primary beneficiary of the entity if the equity
investors do not have the characteristics of a controlling financial
interest or do not have sufficient equity at risk for the entity to
finance its activities without additional subordinated financial support
from other parties. FIN 46 is effective immediately for all new
variable interest entities created or acquired after January 31, 2003.
For variable interest entities created or acquired prior to February 1,
2003, the provisions of FIN 46 will become effective during the first
quarter of fiscal 2004. The Company is currently assessing the impact,
if any of FIN 46.
Note 7 -- Management's Statement
- --------------------------------
The unaudited financial statements included herein have been prepared by
the Company. In the opinion of the Company's management, these
statements present fairly the consolidated statements of operations,
consolidated balance sheets and consolidated statements of cash flows,
and reflect all normal recurring adjustments which, in the opinion of
management, are necessary for the fair presentation of the results of
the interim periods. The interim results of operations are not
necessarily indicative of the results to be expected for a full year.
The data presented on the balance sheet for the fiscal year ended June
27, 2002 were derived from audited financial statements. It is
suggested that these financial statements be read in conjunction with
the financial statements and notes thereto included in the Company's
2002 Annual Report on Form 10-K for the year ended June 27, 2002.
Item 2 -- Management's Discussion and Analysis of Financial Condition
and Results of Operations
- ---------------------------------------------------------------------
The following discussion and analysis should be read in conjunction
with the Consolidated Financial Statements and the Notes to
Consolidated Financial Statements.
General
- -------
The Company's business is seasonal. Demand for peanut and other nut
products is highest during the months of October through December.
Peanuts, pecans, walnuts, almonds and cashews, the Company's principal
raw materials, are purchased primarily during the period from August to
February and are processed throughout the year. As a result of this
seasonality, the Company's personnel and working capital requirements
peak during the last four months of the calendar year. Also, due
primarily to the seasonal nature of the Company's business, the Company
maintains significant inventories of peanuts, pecans, walnuts, almonds
and other nuts at certain times of the year, especially during the
second and third quarters of the Company's fiscal year. Fluctuations in
the market prices of such nuts may affect the value of the Company's
inventory and thus the Company's profitability. At March 27, 2003, the
Company's inventories totaled approximately $135.2 million compared to
approximately $99.5 million at June 27, 2002, and approximately $114.1
million at March 28, 2002. The increase in inventories at March 27,
2003 when compared to June 27, 2002 is due to the majority of nut
purchases occurring during the second and third quarters of the
Company's fiscal year. The increase in inventories at March 27, 2003
when compared to March 28, 2002 is primarily due to (i) an increase in
finished goods to support the increase in sales volume, (ii) an increase
in the quantity of almonds on hand due to higher purchases during the
first thirty-nine weeks of fiscal 2003 than the first thirty-nine weeks
of fiscal 2002, and (iii) an increase in the purchase price of pecans.
These increases in inventories were partially offset by decreases in
inshell peanuts on hand due to a smaller domestic crop in fiscal 2003.
See "Factors That May Affect Future Results" - "2002 Farm Bill" and
"Availability of Raw Materials and Market Price Fluctuations."
The Company's fiscal year ends on the last Thursday of June each year,
and references herein to "fiscal" years are to the fiscal years ended in
the indicated calendar year (for example, "fiscal 2003" refers to the
Company's fiscal year ending June 26, 2003). The Company's fiscal year
typically consists of fifty-two weeks (four thirteen week quarters).
Results of Operations
- ---------------------
Net Sales. Net sales increased from approximately $67.1 million for the
third quarter of fiscal 2002 to approximately $84.3 million for the
third quarter of fiscal 2003, an increase of approximately $17.2
million, or 25.6%. Net sales for the first thirty-nine weeks of fiscal
2003 were approximately $311.6 million, an increase of approximately
$47.0 million, or 17.7%, over the net sales of approximately $264.6
million for the first thirty-nine weeks of fiscal 2002. The increase in
net sales, for both the quarterly and thirty-nine week periods, was due
primarily to higher unit volume sales to the Company's retail, export
and industrial customers. The increase in net sales to retail customers
was due primarily to an increase in private label business through the
addition of new customers and the expansion of business to existing
customers. The increase in net sales to export customers is due
primarily to higher almond sales to the Asian market. The increase in
sales to industrial customers is due primarily to the increased usage of
nuts as ingredients in food products. The Company believes that a
portion of the overall increase in net sales is attributable to the
growing awareness of the health benefits of nuts in the daily diet.
The following table shows a quarterly and thirty-nine week comparison of
sales by distribution channel, as a percentage of total sales:
Third Quarter Ended Thirty-nine Weeks Ended
------------------- ----------- -------------------------------
Distribution Channel March 27, 2003 March 28, 2002 March 27, 2003 March 28, 2002
- -------------------- -------------- -------------- -------------- --------------
Consumer 50.6% 49.5% 57.6% 57.5%
Industrial 25.2 24.0 20.2 20.6
Food Service 9.6 11.9 8.2 10.7
Contract Packaging 6.0 8.8 6.0 6.2
Export 8.6 5.8 8.0 5.0
----- ----- ----- -----
Total 100.0% 100.0% 100.0% 100.0%
===== ===== ===== =====
The following table shows a quarterly and thirty-nine week comparison of
sales by product type, as a percentage of total sales:
Third Quarter Ended Thirty-nine Weeks Ended
------------------------------- -------------------------------
Product Type March 27, 2003 March 28, 2002 March 27, 2003 March 28, 2002
- -------------------- -------------- -------------- -------------- --------------
Peanuts 28.8% 33.2% 25.6% 28.4%
Pecans 16.5 14.9 19.6 21.0
Cashews & Mixed Nuts 24.5 23.2 24.0 21.8
Walnuts 8.5 10.5 12.0 12.6
Almonds 12.3 10.9 9.5 7.5
Other 9.4 7.3 9.3 8.7
----- ----- ----- -----
Total 100.0% 100.0% 100.0% 100.0%
===== ===== ===== =====
Gross Profit. Gross profit for the third quarter of fiscal 2003
increased approximately 51.4% to approximately $13.1 million from
approximately $8.6 million for the third quarter of fiscal 2002. Gross
profit margin increased from approximately 12.9% for the third quarter
of fiscal 2002 to approximately 15.5% for the third quarter of fiscal
2003. Gross profit for the first thirty-nine weeks of fiscal 2003
increased approximately 25.6% to approximately $46.7 million from
approximately $37.2 million for the first thirty-nine weeks of fiscal
2002. Gross profit margin increased from approximately 14.0% for the
first thirty-nine weeks of fiscal 2002 to approximately 15.0% for the
first thirty-nine weeks of fiscal 2003. The increase in gross profit
margin, for both the quarterly and thirty-nine week periods, was due
primarily to: (i) the increase in unit volume as certain costs of sales
are of a fixed nature, (ii) changes in the sales mix, and (iii)
generally lower commodity costs, especially for peanuts.
Selling and Administrative Expenses. Selling and administrative
expenses as a percentage of net sales increased from approximately 10.3%
for the third quarter of fiscal 2002 to approximately 11.2% for the
third quarter of fiscal 2003. For the first thirty-nine weeks of fiscal
2003, selling and administrative expenses as a percentage of net sales
decreased to approximately 7.9% compared to approximately 8.7% for the
first thirty-nine weeks of fiscal 2002. Selling expenses as a
percentage of net sales decreased slightly from approximately 6.9% for
the third quarter of fiscal 2002 to approximately 6.8% for the third
quarter of fiscal 2003. Selling expenses as a percentage of net sales
decreased from approximately 6.1% for the first thirty-nine weeks of
fiscal 2002 to approximately 5.3% for the first thirty-nine weeks of
fiscal 2003. This decrease, for both the quarterly and thirty-nine week
periods, was due primarily to: (i) continuous efforts to control
expenses and (ii) the fixed nature of certain of these expenses relative
to a larger revenue base. Administrative expenses as a percentage of
net sales increased from approximately 3.4% for the third quarter of
fiscal 2002 to approximately 4.4% for the third quarter of fiscal 2003.
Administrative expenses as a percentage of net sales increased from
approximately 2.6% for the first thirty-nine weeks of fiscal 2002 to
approximately 2.7% for the first thirty-nine weeks of fiscal 2003. This
increase, for both the quarterly and thirty-nine week periods, was due
primarily to: (i) higher employee incentive compensation due to the
Company's improved operating results in fiscal 2003, and (ii) reserves
for litigation expenses established during the third quarter of fiscal
2003.
Income from Operations. Due to the factors discussed above, income from
operations increased from approximately $1.7 million, or 2.6% of net
sales, for the third quarter of fiscal 2002, to approximately $3.7
million, or 4.3% of net sales, for the third quarter of fiscal 2003.
Income from operations increased from approximately $14.2 million, or
5.4% of net sales, for the first thirty-nine weeks of fiscal 2002, to
approximately $22.0 million, or 7.0% of net sales, for the first thirty-
nine weeks of fiscal 2003.
Interest Expense. Interest expense decreased from approximately $1.4
million for the third quarter of fiscal 2002 to approximately $1.2
million for the third quarter of fiscal 2003. For the first thirty-nine
weeks of fiscal 2003, interest expense decreased to approximately $3.5
million from approximately $4.4 million for the first thirty-nine weeks
of fiscal 2002. The decrease in interest expense, for both the quarterly
and thirty-nine week periods, was due primarily to: (i) lower average
levels of borrowings, and (ii) lower interest rates associated with the
Bank Credit Facility, as defined below.
Income Taxes. Income tax expense was approximately $1.0 million, or
39.0% of income before income taxes for the third quarter of fiscal 2003
compared to approximately $0.2 million, or 40.0% of income before income
taxes, for the third quarter of fiscal 2002. Income tax expense was
approximately $7.3 million, or 39.0% of income before income taxes for
the first thirty-nine weeks of fiscal 2003 compared to approximately
$4.1 million, or 40.0% of income before income taxes, for the first
thirty-nine weeks of fiscal 2002.
Net Income. Net income was approximately $1.6 million, or $0.17 per
common share (basic and diluted), for the third quarter of fiscal 2003,
compared to approximately $0.3 million, or $0.03 per common share (basic
and diluted), for the third quarter of fiscal 2002. Net income was
approximately $11.5 million, or $1.25 (basic) and $1.24 (diluted) per
common share, for the first thirty-nine weeks of fiscal 2003, compared
to approximately $6.1 million, or $0.67 per common share (basic and
diluted), for the first thirty-nine weeks of fiscal 2002.
Liquidity and Capital Resources
- -------------------------------
During the third quarter of fiscal 2003, the Company continued to
finance its activities through a bank credit facility (the "Bank Credit
Facility"), a long-term financing facility originally entered into by
the Company in 1992 (the "Long-Term Financing Facility") and a long-term
financing arrangement entered into in 1995 (the "Additional Long-Term
Financing").
Net cash used in operating activities was approximately $10.6 million
for the first thirty-nine weeks of fiscal 2003 compared to net cash
provided by operating activities of approximately $8.2 million for the
first thirty-nine weeks of fiscal 2002. The decrease in cash provided
by operating activities for the first thirty-nine weeks of fiscal 2003
when compared to the first thirty-nine weeks of fiscal 2002 was due
primarily to (i) purchasing a significantly greater quantity of almonds
in fiscal 2003, and (ii) an increase in the purchase price of pecans in
fiscal 2003. The increases in almond purchases and pecan prices were
partially offset by higher net income in fiscal 2003 and decreases in
peanut purchases due to a smaller domestic peanut crop in fiscal 2003.
During the first thirty-nine weeks of fiscal 2003, the Company spent
approximately $6.2 million on capital expenditures, compared to
approximately $3.7 million for the first thirty-nine weeks of fiscal
2002. This increase was due primarily to the expansion of processing
capacities and capabilities at the Company's Gustine, California
facility. During the first thirty-nine weeks of fiscal 2003, the
Company repaid approximately $4.7 million of long-term debt, the same as
the amount repaid for the first thirty-nine weeks of fiscal 2002.
The Bank Credit Facility is comprised of (i) a working capital revolving
loan, which provides for working capital financing of up to
approximately $62.3 million, in the aggregate, and matures on May 31,
2003, and (ii) a letter of credit of approximately $7.7 million to
secure industrial development bonds, which matures on June 1, 2006.
Borrowings under the working capital revolving loan accrue interest at a
rate (the weighted average of which was 2.63% at March 27, 2003)
determined pursuant to a formula based on the agent bank's quoted rate
and the Eurodollar Interbank rate. The Company expects to enter into a
new credit facility when the Bank Credit Facility matures on May 31,
2003. As of March 27, 2003, the Company had approximately $15.2 million
of available credit under the Bank Credit Facility.
As of March 27, 2003, the total principal amount outstanding under the
Long-Term Financing Facility was approximately $7.2 million of the
original amount borrowed of $35.0 million. Of the remaining balance of
approximately $7.2 million, approximately $3.9 million bears interest at
rates ranging from 7.34% to 9.18% per annum payable quarterly, and
requires equal semi-annual principal installments of approximately $1.3
million, with the final installment due on August 16, 2004. The
remaining approximately $3.3 million of this indebtedness bears interest
at a rate of 9.16% per annum payable quarterly, and requires equal semi-
annual principal installments of approximately $0.5 million, with the
final installment due on May 15, 2006.
As of March 27, 2003, the total principal amount outstanding under the
Additional Long-Term Financing was approximately $19.3 million of the
original amount borrowed of $25.0 million. Of the remaining balance of
approximately $19.3 million, approximately $4.3 million bears interest
at a rate of 8.3% per annum payable semiannually, and requires equal
annual principal installments of approximately $1.4 million, with the
final installment due on September 1, 2005. The remaining $15.0 million
of this indebtedness (which is subordinated to the Company's other
financing facilities) bears interest at a rate of 9.38% per annum
payable semiannually, and requires equal annual principal installments
of $5.0 million, with the final installment due on September 1, 2005.
The terms of the Company's financing facilities, as amended, include
certain restrictive covenants that, among other things: (i) require
the Company to maintain specified financial ratios; (ii) limit the
Company's annual capital expenditures; and (iii) require that Jasper
B. Sanfilippo (the Company's Chairman of the Board and Chief Executive
Officer) and Mathias A. Valentine (a director and the Company's
President) together with their respective immediate family members and
certain trusts created for the benefit of their respective sons and
daughters, continue to own shares representing the right to elect a
majority of the directors of the Company. In addition, (i) the Long-
Term Financing Facility limits the Company's payment of dividends to a
cumulative amount not to exceed 25% of the Company's cumulative net
income from and after January 1, 1996, (ii) the Additional Long-Term
Financing limits cumulative dividends to the sum of (a) 50% of the
Company's cumulative net income (or minus 100% of the Company's
cumulative net loss) from and after January 1, 1995 to the date the
dividend is declared, (b) the cumulative amount of the net proceeds
received by the Company during the same period from any sale of its
capital stock, and (c) $5.0 million, and (iii) the Bank Credit
Facility limits dividends to the lesser of (a) 25% of net income for
the previous fiscal year, or (b) $5.0 million and prohibits the
Company from redeeming shares of capital stock. As of March 27, 2003,
the Company was in compliance with all restrictive covenants under its
financing facilities. The Company expects to enter into an amendment
to, among other things, extend the Bank Credit Facility beyond May 31,
2003 and believes that cash flow from operating activities and funds
available under the Bank Credit Facility will be sufficient to meet
working capital requirements and anticipated capital expenditures for
the foreseeable future.
Recent Accounting Pronouncements
- --------------------------------
In June 2002, the FASB issued SFAS 146, "Accounting for Costs
Associated with Exit or Disposal Activities". This statement
addresses financial accounting and reporting for costs associated with
exit or disposal activities. SFAS 146 became effective in the third
quarter of fiscal 2003. The adoption of SFAS 146 had no impact on the
Company's cash flows, financial position or results of operations.
In November 2002, the FASB issued Interpretation 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others". Interpretation 45
requires a guarantor to include disclosure of certain obligations and,
if applicable, at the inception of the guarantee, recognize a liability
for the fair value of other certain obligations undertaken in issuing a
guarantee. The recognition requirement is effective for guarantees
issued or modified after December 31, 2002 and is not expected to have a
material impact on the Company. The Company adopted the disclosure
requirements of Interpretation 45 effective December 2002.
In December 2002, the FASB issued SFAS 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure". SFAS 148 amends certain
provisions of SFAS 123 and is effective for fiscal years ending after
December 15, 2002. The Company is currently assessing the impact, if
any, of SFAS 148.
In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities, an Interpretation of ARB
No. 51". FIN 46 requires certain variable interest entities to be
consolidated by the primary beneficiary of the entity if the equity
investors do not have the characteristics of a controlling financial
interest or do not have sufficient equity at risk for the entity to
finance its activities without additional subordinated financial support
from other parties. FIN 46 is effective immediately for all new
variable interest entities created or acquired after January 31, 2003.
For variable interest entities created or acquired prior to February 1,
2003, the provisions of FIN 46 will become effective during the first
quarter of fiscal 2004. The Company is currently assessing the impact,
if any of FIN 46.
Forward Looking Statements
- --------------------------
The statements contained in this filing that are not historical
(including statements concerning the Company's expectations regarding
market risk) are "forward looking statements". These forward looking
statements, which generally are followed (and therefore identified) by a
cross reference to "Factors That May Affect Future Results" or are
identified by the use of forward looking words and phrases such as
"intends", "may", "believes" and "expects", represent the Company's
present expectations or beliefs concerning future events. The Company
cautions that such statements are qualified by important factors,
including the factors described below under "Factors That May Affect
Future Results", that could cause actual results to differ materially
from those in the forward looking statements, as well as the timing and
occurrence (or nonoccurrence) of transactions and events which may be
subject to circumstances beyond the Company's control. Consequently,
results actually achieved may differ materially from the expected
results included in these statements.
Factors That May Affect Future Results
- --------------------------------------
(a) 2002 Farm Bill
------------------
The Farm Security and Rural Investment Act of 2002 (the "2002 Farm
Bill") terminated the federal peanut quota program beginning with the
2002 crop year. The 2002 Farm Bill replaced the federal peanut quota
program with a fixed, decoupled payment system through the 2011 crop
year. Additionally, among other provisions, the Secretary of
Agriculture may make certain counter-cyclical payments whenever the
Secretary believes that the effective price for peanuts is less than the
target price. The termination of the federal peanut quota program has
resulted in a decrease in the Company's cost for peanuts. Selling prices
have not been adversely affected in a material manner during the first
thirty-nine weeks of fiscal 2003. Thus, the Company's gross profit and
gross profit margin were favorably impacted in fiscal 2003 due to the
termination of the federal peanut quota program. There are no
assurances that selling prices for peanuts will not be adversely
affected in the future or that the termination of the federal peanut
quota program will not have an adverse effect on the Company's business.
(b) Availability of Raw Materials and Market Price Fluctuations
---------------------------------------------------------------
The availability and cost of raw materials for the production of the
Company's products, including peanuts, pecans and other nuts are subject
to crop size and yield fluctuations caused by factors beyond the
Company's control, such as weather conditions and plant diseases.
Additionally, the supply of edible nuts and other raw materials used in
the Company's products could be reduced upon any determination by the
United States Department of Agriculture ("USDA") or other government
agency that certain pesticides, herbicides or other chemicals used by
growers have left harmful residues on portions of the crop or that the
crop has been contaminated by aflatoxin or other agents. Shortages in
the supply of and increases in the prices of nuts and other raw
materials used by the Company in its products (to the extent that cost
increases cannot be passed on to customers) could have an adverse impact
on the Company's profitability. Furthermore, fluctuations in the market
prices of nuts may affect the value of the Company's inventories and the
Company's profitability. The Company has significant inventories of nuts
that would be adversely affected by any decrease in the market price of
such raw materials. See "General" .
(c) Competitive Environment
---------------------------
The Company operates in a highly competitive environment. The Company's
principal products compete against food and snack products manufactured
and sold by numerous regional and national companies, some of which are
substantially larger and have greater resources than the Company, such
as Planters and Ralcorp Holdings, Inc. The Company also competes with
other shellers in the industrial market and with regional processors in
the retail and wholesale markets. In order to maintain or increase its
market share, the Company must continue to price its products
competitively, which may lower revenue per unit and cause declines in
gross margin, if the Company is unable to increase unit volumes as well
as reduce its costs.
(d) Fixed Price Commitments
---------------------------
From time to time, the Company enters into fixed price commitments with
its customers. Such commitments typically represent approximately 10%
of the Company's annual net sales and are normally entered into after
the Company's cost to acquire the nut products necessary to satisfy the
fixed price commitment is substantially fixed. However, the Company
expects to continue to enter into fixed price commitments with respect
to certain of its nut products prior to fixing its acquisition cost
when, in management's judgment, market or crop harvest conditions so
warrant. To the extent the Company does so, these fixed price
commitments may result in losses. Historically, such losses have
generally been offset by gains on other fixed price commitments.
However, there can be no assurance that losses from fixed price
commitments may not have a material adverse effect on the Company's
results of operations.
Item 3 -- Quantitative and Qualitative Disclosures About Market Risk
- --------------------------------------------------------------------
The Company has not entered into transactions using derivative financial
instruments. The Company believes that its exposure to market risk
related to its other financial instruments (which are the debt
instruments under "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and Capital Resources")
is not material.
Item 4 -- Controls and Procedures
- ---------------------------------
(a) Within the 90 days prior to the date of filing this Form
10-Q, the Company carried out an evaluation, under the supervision and
with the participation of the Company's management, including the
Company's Chairman and Chief Executive Officer along with the
Company's Chief Financial Officer, of the effectiveness of the design
and operation of the Company's disclosure controls and procedures
pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the
Company's Chairman and Chief Executive Officer along with the
Company's Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective in timely alerting
them to material information relating to the Company required to be
included in the Company's periodic SEC filings.
(b) There have been no significant changes in the Company's
internal controls or in other factors that could significantly affect
internal controls subsequent to the date the Company carried out its
evaluation. As no significant deficiencies or material weaknesses were
found, no corrective actions were taken.
PART II. OTHER INFORMATION
- ---------------------------
Item 6 -- Exhibits and Reports on Form 8-K
- ------------------------------------------
(a) The exhibits filed herewith are listed in the exhibit index that
follows the certifications page and immediately precedes the
exhibits filed.
(b) Reports on Form 8-K: None filed during the quarter ended March
27, 2003.
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.
JOHN B. SANFILIPPO & SON, INC.
Date: May 8, 2003 By: /s/ Michael J. Valentine
------------------------
Michael J. Valentine
Executive Vice President Finance,
Chief Financial Officer
and Secretary
CERTIFICATIONS
--------------
I, Jasper B. Sanfilippo, certify that:
1. I have reviewed this quarterly report on Form 10-Q of John B.
Sanfilippo & Son, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and we have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: May 8, 2003
/s/ Jasper B. Sanfilippo
------------------------
Jasper B. Sanfilippo
Chairman of the Board
and Chief Executive Officer
I, Michael J. Valentine, certify that:
1. I have reviewed this quarterly report on Form 10-Q of John B.
Sanfilippo & Son, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and we have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: May 8, 2003
/s/ Michael J. Valentine
------------------------
Michael J. Valentine
Executive Vice President
Finance, Chief Financial
Officer and Secretary
EXHIBIT INDEX
-------------
Exhibit
Number Description
- ------- --------------------------------------------------------------
2 None
3.1 Restated Certificate of Incorporation of Registrant(2)
3.2 Certificate of Correction to Restated Certificate(2)
3.3 Bylaws of Registrant(1)
4.1 Specimen Common Stock Certificate(3)
4.2 Specimen Class A Common Stock Certificate(3)
4.3 Second Amended and Restated Note Agreement by and between the
Registrant and The Prudential Insurance Company of America
("Prudential") dated January 24, 1997 (the "Long-Term Financing
Facility")(17)
4.4 7.87% Series A Senior Note dated September 29, 1992 in the original
principal amount of $4.0 million due August 15, 2004 executed by
the Registrant in favor of Prudential(5)
4.5 8.22% Series B Senior Note dated September 29, 1992 in the original
principal amount of $6.0 million due August 15, 2004 executed by the
Registrant in favor of Prudential(5)
4.6 8.22% Series C Senior Note dated September 29, 1992 in the original
principal amount of $4.0 million due August 15, 2004 executed by the
Registrant in favor of Prudential(5)
4.7 8.33% Series D Senior Note dated January 15, 1993 in the original
principal amount of $3.0 million due August 15, 2004 executed by the
Registrant in favor of Prudential(6)
4.8 6.49% Series E Senior Note dated September 15, 1993 in the original
principal amount of $8.0 million due August 15, 2004 executed by the
Registrant in favor of Prudential(9)
4.9 8.31% Series F Senior Note dated June 23, 1994 in the original
principal amount of $8.0 million due May 15, 2006 executed by the
Registrant in favor of Prudential(10)
4.10 8.31% Series F Senior Note dated June 23, 1994 in the original
principal amount of $2.0 million due May 15, 2006 executed by the
Registrant in favor of Prudential(10)
4.11 Amended and Restated Guaranty Agreement dated as of October 19,
1993 by Sunshine Nut Co., Inc. ("Sunshine") in favor of
Prudential(8)
4.12 Amendment to the Second Amended and Restated Note Agreement dated
May 21, 1997 by and among Prudential, Sunshine and the
Registrant(18)
4.13 Amendment to the Second Amended and Restated Note Agreement dated
March 31, 1998 by and among Prudential, the Registrant, Sunshine,
and Quantz Acquisition Co., Inc. ("Quantz")(19)
4.14 Guaranty Agreement dated as of March 31, 1998 by JBS International,
Inc. ("JBSI") in favor of Prudential(19)
4.15 Amendment and Waiver to the Second Amended and Restated Note
Agreement dated February 5, 1999 by and among Prudential, the
Registrant, Sunshine, JBSI and Quantz(22)
4.16 Note Purchase Agreement dated as of August 30, 1995 between the
Registrant and Teachers Insurance and Annuity Association of
America ("Teachers")(14)
4.17 8.30% Senior Note due 2005 in the original principal amount of
$10.0 million dated September 12, 1995 and executed by the
Registrant in favor of Teachers(14)
4.18 9.38% Senior Subordinated Note due 2005 in the original principal
amount of $15.0 million dated September 12, 1995 and executed by the
Registrant in favor of Teachers(14)
4.19 Guaranty Agreement dated as of August 30, 1995 by Sunshine in favor
of Teachers (Senior Notes)(14)
4.20 Guaranty Agreement dated as of August 30, 1995 by Sunshine in favor
of Teachers (Senior Subordinated Notes)(14)
4.21 Amendment, Consent and Waiver dated as of March 27, 1996 by and
among Teachers, Sunshine and the Registrant(16)
4.22 Amendment No. 2 to Note Purchase Agreement dated as of January 24,
1997 by and among Teachers, Sunshine and the Registrant(17)
4.23 Amendment to Note Purchase Agreement dated May 19, 1997 by and among
Teachers, Sunshine and the Registrant(19)
4.24 Amendment No. 3 to Note Purchase Agreement dated as of March 31,
1998 by and among Teachers, Sunshine, Quantz and the Registrant(19)
4.25 Guaranty Agreement dated as of March 31, 1998 by JBSI in favor of
Teachers (Senior Notes)(19)
4.26 Guaranty Agreement dated as of March 31, 1998 by JBSI in favor of
Teachers (Senior Subordinated Notes)(19)
4.27 Amendment and Waiver to Note Purchase Agreement dated February 5,
1999 by and among Teachers, Sunshine, Quantz, JBSI and the
Registrant(22)
4.28 Amendment and Waiver to Note Purchase Agreement dated October 26,
1999 between Teachers and the Registrant(23)
10.1 Certain documents relating to $8.0 million Decatur County-Bainbridge
Industrial Development Authority Industrial Development Revenue
Bonds (John B. Sanfilippo & Son, Inc. Project) Series 1987 dated as
of June 1, 1987(1)
10.2 Industrial Building Lease (the "Touhy Avenue Lease") dated November
1, 1985 between Registrant and LaSalle National Bank ("LNB"), as
Trustee under Trust Agreement dated September 20, 1966 and known as
Trust No. 34837(11)
10.3 First Amendment to the Touhy Avenue Lease dated June 1, 1987(11)
10.4 Second Amendment to the Touhy Avenue Lease dated December
14, 1990(11)
10.5 Third Amendment to the Touhy Avenue Lease dated September 1, 1991(15)
10.6 Mortgage, Assignment of Rents and Security Agreement made on
September 29, 1992 by LaSalle Trust, not personally but as
Successor Trustee under Trust Agreement dated February 7, 1979 and
known as Trust Number 100628 in favor of the Registrant relating to
the properties commonly known as 2299 Busse Road and 1717 Arthur
Avenue, Elk Grove Village, Illinois(5)
10.7 Industrial Building Lease dated June 1, 1985 between Registrant and
LNB, as Trustee under Trust Agreement dated February 7, 1979 and
known as Trust No. 100628(1)
10.8 First Amendment to Industrial Building Lease dated September 29,
1992 by and between the Registrant and LaSalle Trust, not
personally but as Successor Trustee under Trust Agreement dated
February 7, 1979 and known as Trust Number 100628(5)
10.9 Second Amendment to Industrial Building Lease dated March 3, 1995
by and between the Registrant and LaSalle Trust, not personally
but as Successor Trustee under Trust Agreement dated February 7,
1979 and known as Trust Number 100628(12)
10.10 Third Amendment to Industrial Building Lease dated August 15, 1998
by and between the Registrant and LaSalle Trust, not personally
but as Successor Trustee under Trust Agreement dated February 7,
1979 and known as Trust Number 100628(20)
10.11 Ground Lease dated January 1, 1995 between the Registrant and
LaSalle Trust, not personally but as Successor Trustee under Trust
Agreement dated February 7, 1979 and known as Trust Number
100628(12)
10.12 Party Wall Agreement dated March 3, 1995 between the Registrant,
LaSalle Trust, not personally but as Successor Trustee under Trust
Agreement dated February 7, 1979 and known as Trust Number 100628,
and the Arthur/Busse Limited Partnership(12)
10.13 Tax Indemnification Agreement between Registrant and certain
Stockholders of Registrant prior to its initial public offering(2)
10.14 Indemnification Agreement between Registrant and certain
Stockholders of Registrant prior to its initial public offering(2)
10.15 The Registrant's 1991 Stock Option Plan(1)
10.16 First Amendment to the Registrant's 1991 Stock Option Plan(4)
10.17 John B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement
Number One among John E. Sanfilippo, as trustee of the Jasper and
Marian Sanfilippo Irrevocable Trust, dated September 23, 1990,
Jasper B. Sanfilippo, Marian R. Sanfilippo and Registrant, and
Collateral Assignment from John E. Sanfilippo as trustee of the
Jasper and Marian Sanfilippo Irrevocable Trust, dated
September 23, 1990, as assignor, to Registrant, as assignee(7)
10.18 John B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement
Number Two among Michael J. Valentine, as trustee of the Valentine
Life Insurance Trust, dated May 15, 1991, Mathias Valentine, Mary
Valentine and Registrant, and Collateral Assignment from Michael J.
Valentine, as trustee of the Valentine Life Insurance Trust, dated
May 15, 1991, as assignor, and Registrant, as assignee(7)
10.19 Outsource Agreement between the Registrant and Preferred Products,
Inc. dated January 19, 1995 [CONFIDENTIAL TREATMENT REQUESTED](12)
10.20 Letter Agreement between the Registrant and Preferred Products,
Inc. dated February 24, 1995, amending the Outsource Agreement
dated January 19, 1994 [CONFIDENTIAL TREATMENT REQUESTED](12)
10.21 The Registrant's 1995 Equity Incentive Plan(13)
10.22 Promissory Note (the "ILIC Promissory Note") in the original
principal amount of $2.5 million dated September 27, 1995 and
executed by the Registrant in favor of Indianapolis Life Insurance
Company ("ILIC")(15)
10.23 First Mortgage and Security Agreement (the "ILIC Mortgage") by and
between the Registrant, as mortgagor, and ILIC, as mortgagee, dated
September 27, 1995 and securing the ILIC Promissory Note and
relating to the property commonly known as 3001 Malmo Drive,
Arlington Heights, Illinois(15)
10.24 Assignment of Rents, Leases, Income and Profits dated September 27,
1995, executed by the Registrant in favor of ILIC and relating to
the ILIC Promissory Note, the ILIC Mortgage and the Arlington
Heights facility(15)
10.25 Environmental Risk Agreement dated September 27, 1995, executed by
the Registrant in favor of ILIC and relating to the ILIC Promissory
Note, the ILIC Mortgage and the Arlington Heights facility(15)
10.26 Credit Agreement dated as of March 31, 1998 among the Registrant,
Sunshine, Quantz, JBSI, U.S. Bancorp Ag Credit, Inc. ("USB") as
Agent, Keybank National Association ("KNA"), and LNB(19)
10.27 Revolving Credit Note in the principal amount of $35.0 million
executed by the Registrant, Sunshine, Quantz and JBSI in favor of
USB, dated as of March 31, 1998(19)
10.28 Revolving Credit Note in the principal amount of $15.0 million
executed by the Registrant, Sunshine, Quantz and JBSI in favor of
KNA, dated as of March 31, 1998(19)
10.29 Revolving Credit Note in the principal amount of $20.0 million
executed by the Registrant, Sunshine, Quantz and JBSI in favor of
LSB, dated as of March 31, 1998(19)
10.30 The Registrant's 1998 Equity Incentive Plan(21)
10.31 First Amendment to the Registrant's 1998 Equity Incentive Plan(25)
10.32 Second Amendment to Credit Agreement dated May 10, 2000 by and
among the Registrant, JBSI, USB as Agent, LNB and SunTrust
Bank, N.A. (replacing KNA)(24)
10.33 Third Amendment to Credit Agreement dated May 20, 2002 by and among
the Registrant, JBSI, USB as Agent, LNB and SunTrust Bank, N.A.
(replacing KNA)(26)
99.1 Certification of Jasper B. Sanfilippo pursuant to 18 U.S.C. section
1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act
of 2002, furnished herewith
99.2 Certification of Michael J. Valentine pursuant to 18 U.S.C. section
1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act
of 2002, furnished herewith
(1) Incorporated by reference to the Registrant's Registration
Statement on Form S-1, Registration No. 33-43353, as filed with
the Commission on October 15, 1991 (Commission File No. 0-19681).
(2) Incorporated by reference to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1991 (Commission
File No. 0-19681).
(3) Incorporated by reference to the Registrant's Registration
Statement on Form S-1 (Amendment No. 3), Registration No. 33-43353,
as filed with the Commission on November 25, 1991 (Commission File
No. 0-19681).
(4) Incorporated by reference to the Registrant's Quarterly Report on
Form 10-Q for the second quarter ended June 25, 1992 (Commission
File No. 0-19681).
(5) Incorporated by reference to the Registrant's Current Report on
Form 8-K dated September 29, 1992 (Commission File No. 0-19681).
(6) Incorporated by reference to the Registrant's Current Report on
Form 8-K dated January 15, 1993 (Commission File No. 0-19681).
(7) Incorporated by reference to the Registrant's Registration
Statement on Form S-1, Registration No. 33-59366, as filed with the
Commission on March 11, 1993 (Commission File No. 0-19681).
(8) Incorporated by reference to the Registrant's Quarterly Report on
Form 10-Q for the third quarter ended September 30, 1993
(Commission File No. 0-19681).
(9) Incorporated by reference to the Registrant's Current Report on
Form 8-K dated September 15, 1993 (Commission file No. 0-19681).
(10) Incorporated by reference to the Registrant's Current Report and
Form 8-K dated June 23, 1994 (Commission File No. 0-19681).
(11) Incorporated by reference to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1993 (Commission File
No. 0-19681).
(12) Incorporated by reference to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1994 (Commission File
No. 0-19681).
(13) Incorporated by reference to the Registrant's Quarterly Report on
Form 10-Q for the first quarter ended March 30, 1995 (Commission
File No. 0-19681).
(14) Incorporated by reference to the Registrant's Current Report on
Form 8-K dated September 12, 1995 (Commission File No. 0-19681).
(15) Incorporated by reference to the Registrant's Quarterly Report on
Form 10-Q for the third quarter ended September 28, 1995
(Commission file No. 0-19681).
(16) Incorporated by reference to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1995 (Commission file
No. 0-19681).
(17) Incorporated by reference to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996 (Commission
file No. 0-19681).
(18) Incorporated by reference to the Registrant's Current Report on
Form 8-K dated May 21, 1997 (Commission file No. 0-19681).
(19) Incorporated by reference to the Registrant's Quarterly Report on
Form 10-Q for the third quarter ended March 26, 1998 (Commission
file No. 0-19681).
(20) Incorporated by reference to the Registrant's Annual Report on
Form 10-K for the fiscal year ended June 25, 1998 (Commission
file No. 0-19681).
(21) Incorporated by reference to the Registrant's Quarterly Report on
Form 10-Q for the first quarter ended September 24, 1998
(Commission file No. 0-19681).
(22) Incorporated by reference to the Registrant's Quarterly Report on
Form 10-Q for the second quarter ended December 24, 1998
(Commission file No. 0-19681).
(23) Incorporated by reference to the Registrant's Quarterly Report on
Form 10-Q for the first quarter ended September 23, 1999
(Commission file No. 0-19681).
(24) Incorporated by reference to the Registrant's Annual Report on Form
10-K for the fiscal year ended June 29, 2000 (Commission
file No. 0-19681).
(25) Incorporated by reference to the Registrant's Quarterly Report on
Form 10-Q for the second quarter ended December 28, 2000
(Commission file No. 0-19681).
(26) Incorporated by reference to the Registrant's Annual Report on
Form 10-K for the fiscal year ended June 27, 2002
(Commission file No. 0-19681).
John B. Sanfilippo & Son, Inc. will furnish any of the above exhibits to
its stockholders upon written request addressed to the Secretary at the
address given on the cover page of this Form 10-Q. The charge for
furnishing copies of the exhibits is $.25 per page, plus postage.