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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 September 25, 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
------- -------
Indicate by check mark whether the registrant is an accelerated
filer (as defined in Exchange Act Rule 12b-2). Yes [ ] No [X].
As of November 6, 2003, 5,686,724 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 ended
September 25, 2003 and September 26, 2002 3
Consolidated Balance Sheets as of September 25, 2003
and June 26, 2003 4
Consolidated Statements of Cash Flows for the quarters ended
September 25, 2003 and September 26, 2002 5
Notes to Consolidated Financial Statements 6
Item 2 -- Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
- -------------------------------------------------
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
- ---------
EXHIBIT INDEX 19
- -------------
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.
2
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
----------------------------------------
September 25, 2003 September 26, 2002
------------------ ------------------
Net sales $121,748 $93,069
Cost of sales 99,268 82,027
-------- -------
Gross profit 22,480 11,042
-------- -------
Selling expenses 6,018 4,851
Administrative expenses 3,843 2,373
-------- -------
9,861 7,224
-------- -------
Income from operations 12,619 3,818
-------- -------
Other income (expense):
Interest expense (995) (1,178)
Rental income 118 111
-------- -------
(877) (1,067)
-------- -------
Income before income taxes 11,742 2,751
Income tax expense 4,580 1.073
-------- -------
Net income and comprehensive income $ 7,162 $ 1,678
======== =======
Basic earnings per common share $ 0.77 $ 0.18
======== =======
Diluted earnings per common share $ 0.76 $ 0.18
======== =======
The accompanying notes are an integral part of these financial statements
3
JOHN B. SANFILIPPO & SON, INC.
------------------------------
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
September 25, 2003 June 26, 2003
------------------ -------------
ASSETS
- ------
CURRENT ASSETS:
Cash $ 3,173 $ 2,448
Accounts receivable, less allowances
of $2,136 and $1,552, respectively 42,864 29,142
Inventories 105,701 112,016
Deferred income taxes 1,257 1,257
Income taxes receivable -- 469
Prepaid expenses and other current assets 2,285 2,192
-------- --------
TOTAL CURRENT ASSETS 155,280 147,524
-------- --------
PROPERTIES:
Buildings 61,623 61,485
Machinery and equipment 91,374 89,980
Furniture and leasehold improvements 5,421 5,385
Vehicles 3,216 3,185
Construction in progress 2,922 1,057
-------- --------
164,556 161,092
Less: Accumulated depreciation 97,968 95,838
-------- --------
66,588 65,254
Land 1,863 1,863
-------- --------
TOTAL PROPERTIES 68,451 67,117
-------- --------
OTHER ASSETS:
Goodwill and other intangibles 4,263 4,370
Miscellaneous 4,449 4,716
-------- --------
TOTAL OTHER ASSETS 8,712 9,086
-------- --------
TOTAL ASSETS $232,443 $223,727
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
Notes payable $ 10,889 $ 29,702
Current maturities of long-term debt 10,946 10,776
Accounts payable 33,026 13,658
Drafts payable 10,846 5,507
Accrued expenses 12,124 12,699
Income taxes payable 3,850 --
-------- --------
TOTAL CURRENT LIABILITIES 81,681 72,342
-------- --------
LONG-TERM DEBT 21,790 29,640
-------- --------
LONG-TERM DEFERRED INCOME TAXES 2,964 2,964
-------- --------
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 shares issued and outstanding 37 37
Common Stock, non-cumulative voting rights
of one vote per share, $.01 par value;
10,000,000 shares authorized, 5,784,874 and
5,775,564 shares issued and outstanding,
respectively 58 58
Capital in excess of par value 58,976 58,911
Retained earnings 68,141 60,979
Treasury stock, at cost; 117,900 shares (1,204) (1,204)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 126,008 118,781
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $232,443 $223,727
======== ========
The accompanying notes are an integral part of these financial statements.
4
JOHN B. SANFILIPPO & SON, INC.
------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(Unaudited)
(Dollars in thousands)
For the Quarter Ended
---------------------------------------
September 25, 2003 September 26, 2002
------------------ ------------------
Cash flows from operating activities:
Net income $ 7,162 $ 1,678
Adjustments:
Depreciation and amortization 2,681 2,467
Gain on disposition of properties -- (2)
Change in current assets and
current liabilities:
Accounts receivable, net (13,722) (8,695)
Inventories 6,315 7,752
Prepaid expenses and other
current assets (93) 456
Accounts payable 19,368 6,478
Drafts payable 5,339 6,097
Accrued expenses (575) 1,108
Income taxes receivable/payable 4,319 849
Other (176) (119)
-------- --------
Net cash provided by operating activities 30,618 18,069
-------- --------
Cash flows from investing activities:
Acquisition of properties (3,465) (3,413)
Proceeds from disposition of properties -- 5
-------- --------
Net cash used in investing activities (3,465) (3,408)
-------- --------
Cash flows from financing activities:
Net borrowings on notes payable (18,813) (11,988)
Principal payments on long-term debt (7,680) (2,661)
Issuance of Common Stock 65 --
-------- --------
Net cash used in financing activities (26,428) (14,649)
-------- --------
Net increase in cash 725 12
Cash:
Beginning of period 2,448 1,272
-------- --------
End of period $ 3,173 $ 1,284
======== ========
Supplemental disclosures:
Interest paid $ 1,442 $ 1,105
Income taxes paid 289 239
The accompanying notes are an integral part of these financial statements.
5
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:
September 25, June 26,
2003 2003
------------- --------
Raw material and supplies $ 26,643 $ 36,852
Work-in-process and finished goods 79,058 75,164
-------- --------
$105,701 $112,016
======== ========
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 September 25, 2003
----------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Net Income $7,162
Basic Earnings Per Common Share
Income available to common
stockholders $7,162 9,328,884 $0.77
=====
Effect of Dilutive Securities
Stock options 151,397
Diluted Earnings Per Common Share
Income available to common
stockholders $7,162 9,480,281 $0.76
====== ========= =====
For the Quarter Ended September 26, 2002
----------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Net Income $1,678
Basic Earnings Per Common Share
Income available to common
stockholders $1,678 9,153,465 $0.18
=====
Effect of Dilutive Securities
Stock options 57,815
Diluted Earnings Per Common Share
Income available to common
stockholders $1,678 9,211,280 $0.18
====== ========= =====
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:
6
Weighted-Average
Number of Options Exercise Price
----------------- ----------------
Quarter Ended September 25, 2003 26,143 $16.48
Quarter Ended September 26, 2002 119,398 $ 9.24
Note 4 -- 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 ended September 25, 2003 and
September 26, 2002 would not have been significant.
Note 5 -- Recent Accounting Pronouncements
- ------------------------------------------
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 beginning after
December 15, 2002. The Company has adopted the disclosure requirements
of SFAS 148, and is currently evaluating its accounting alternatives
under 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 second
quarter of fiscal 2004. The Company enters into various transactions
with certain related parties including the rental of buildings under
capital leases and purchases from entities owned either directly or
indirectly by certain directors, officers and stockholders of the
Company. Based on management's initial analysis, it is at least
reasonably possible that the Company may be required to consolidate or
disclose information for one or more of these entities once the
provisions of FIN 46 become effective during the second quarter of
fiscal 2004.
In April 2003, the FASB issued SFAS 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities," which amends and
clarifies financial accounting and reporting for certain derivative
instruments. SFAS 149 became effective during the first quarter of
fiscal 2004 and had no impact on the Company's consolidated financial
statements, as the Company is not currently a party to derivative
financial instruments included in this standard.
In May 2003, the FASB issued SFAS 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity," which
establishes standards for the classification and measurement of certain
financial instruments with characteristics of both liabilities and
equity. SFAS 150 became effective during the first quarter of fiscal
2004 and had no impact on the Company's consolidated financial
statements, as the Company is not currently a party to such instruments
included in this standard.
7
Note 6 -- 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
26, 2003 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
2003 Annual Report on Form 10-K for the year ended June 26, 2003.
8
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 September 25, 2003,
the Company's inventories totaled approximately $105.7 million compared
to approximately $112.0 million at June 26, 2003, and approximately
$91.7 million at September 26, 2002. The decrease in inventories at
September 25, 2003 when compared to June 26, 2003 occurred primarily
because the majority of nut purchases are made during the second and
third quarters of the Company's fiscal year. The increase in inventories
at September 25, 2003 when compared to September 26, 2002 is primarily
due to (i) an increase in finished goods to support the increase in
sales volume, and (ii) an increase in the purchase price of pecans. See
"Factors That May Affect Future Results" -- "Availability of Raw
Materials and Market Price Fluctuations." At September 25, 2003, net
accounts receivable were approximately $42.9 million compared to
approximately $29.1 million at June 26, 2003 and approximately $32.8
million at September 26, 2002. The increase in net accounts receivable
at September 25, 2003 when compared to June 26, 2003 is due primarily to
the seasonality of the Company's business. The increase in net accounts
receivable at September 25, 2003 when compared to September 26, 2002 is
due primarily to the increase in net sales for the first quarter of
fiscal 2004 compared to the first quarter of fiscal 2003. See "Results
of Operations -- Net Sales".
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 2004" refers to the
Company's fiscal year ending June 24, 2004). 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 $93.1 million for the
first quarter of fiscal 2003 to approximately $121.7 million for the
first quarter of fiscal 2004, an increase of approximately $28.7
million, or 30.8%. The increase in net sales was due primarily to
higher unit volume sales in the Company's consumer, industrial, export
and food service distribution channels. The increase in net sales in the
consumer distribution channel was due primarily to an increase in Fisher
brand and private label business through the expansion of business to
existing customers. The increase in net sales in the industrial
distribution channel was due primarily to the increased usage of nuts as
ingredients in food products. The increase in net sales in the export
distribution channel was due primarily to higher almond and pecan sales
to the Asian and European markets. The increase in net sales in the food
service distribution channel was due primarily to the food service
industry rebounding from a decline in business during fiscal 2003. Net
sales in the contract packaging distribution channel declined slightly
in the first quarter of fiscal 2004 when compared to the first quarter
of fiscal 2003. 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.
9
The following table shows a quarterly comparison of sales by
distribution channel, as a percentage of total sales:
First Quarter Ended
------------------------------------------
Distribution Channel September 25, 2003 September 26, 2002
- -------------------- ------------------ ------------------
Consumer 58.4% 56.4%
Industrial 20.1 20.9
Food Service 9.1 9.0
Contract Packaging 5.7 7.2
Export 6.7 6.5
----- -----
Total 100.0% 100.0%
===== =====
The following table shows a quarterly comparison of sales by product
type, as a percentage of total sales:
First Quarter Ended
------------------------------------------
Product Type September 25, 2003 September 26, 2002
- ------------ ------------------ ------------------
Peanuts 27.0% 28.0%
Pecans 18.6 16.8
Cashews & Mixed Nuts 23.6 22.8
Walnuts 10.0 12.1
Almonds 10.6 7.9
Other 10.2 12.4
----- -----
Total 100.0% 100.0%
===== =====
Gross Profit. Gross profit for the first quarter of fiscal 2004
increased approximately 103.6% to approximately $22.5 million from
approximately $11.0 million for the first quarter of fiscal 2003. Gross
profit margin increased from approximately 11.9% for the first quarter
of fiscal 2003 to approximately 18.5% for the first quarter of fiscal
2004. The increase in gross profit margin was due primarily to: (i)
increased plant utilization, as certain costs of sales are of a fixed
nature, (ii) changes in the sales mix, (iii) lower costs for peanuts,
and (iv) a writedown of approximately $1.2 million, or a 1.3 percentage
point effect on gross profit margin, in the value of the Company's
peanut inventory in the first quarter of fiscal 2003 for the anticipated
effect of the 2002 Farm Bill (as defined below). Also, favorably
impacting gross profit margin in the first quarter of fiscal 2004 were
better than anticipated results in the Company's pecan shelling
operation for the 2002 pecan crop. These favorable results became
apparent as the remaining balance of the 2002 pecan crop was shelled
during the first quarter of fiscal 2004. The effect of this pecan
quantity increase was partially offset by (i) an increase in the amount
due to almond growers pursuant to the final settlement of the 2002 crop,
and (ii) a writedown in the value of the Company's pecan inventory in
anticipation of a decrease in the pecan market for the 2003 crop. The
net effect of the pecan inventory quantity increase, the almond
liability increase and the pecan value writedown was approximately $0.8
million, or a 0.7 percentage point increase in gross profit margin.
Selling and Administrative Expenses. Selling and administrative
expenses as a percentage of net sales increased from approximately 7.8%
for the first quarter of fiscal 2003 to approximately 8.1% for the first
quarter of fiscal 2004. Selling expenses as a percentage of net sales
decreased from approximately 5.2% for the first quarter of fiscal 2003
to approximately 4.9% for the first quarter of fiscal 2003. This
decrease 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 2.5% for the first quarter of
10
fiscal 2003 to approximately 3.2% for the first quarter of fiscal 2004.
This increase was due primarily to higher employee incentive
compensation due to the Company's improved operating results in fiscal
2004. Also contributing to the increase in administrative expenses were
higher legal and professional fees related to (i) the U.S. Department of
Justice's investigation of the peanut shelling industry and (ii)
compliance with the Sarbanes-Oxley Act of 2002 and other corporate
governance regulation. See "Factors That May Affect Future Results --
Peanut Shelling Industry Antitrust Investigation."
Income from Operations. Due to the factors discussed above, income from
operations increased from approximately $3.8 million, or 4.1% of net
sales, for the first quarter of fiscal 2003, to approximately $12.6
million, or 10.4% of net sales, for the first quarter of fiscal 2004.
Interest Expense. Interest expense decreased from approximately $1.2
million for the first quarter of fiscal 2003 to approximately $1.0
million for the first quarter of fiscal 2004. The decrease in interest
expense was due primarily to lower average rates of borrowings, as long-
term debt is paid off. During the first quarter of fiscal 2004, the
Company paid the first of three annual installments on its $15.0 million
subordinated debt, which bears a 9.38% interest rate.
Income Taxes. Income tax expense was approximately $4.6 million, or
39.0% of income before income taxes for the first quarter of fiscal 2004
compared to approximately $1.1 million, or 39.0% of income before income
taxes, for the first quarter of fiscal 2003.
Net Income. Net income was approximately $7.2 million, or $0.77 basic
per common share ($0.76 diluted), for the first quarter of fiscal 2004,
compared to approximately $1.7 million, or $0.18 per common share (basic
and diluted), for the first quarter of fiscal 2003.
Liquidity and Capital Resources
- -------------------------------
During the first quarter of fiscal 2004, the Company continued to
finance its activities through the combination of a bank credit facility
(the "Bank Credit Facility") entered into on March 31, 1998, $35.0
million borrowed under a long-term financing facility originally entered
into by the Company in 1992 (the "Long-Term Financing Facility") and
$25.0 million borrowed on September 12, 1995 under a long-term financing
arrangement entered into in 1995 (the "Additional Long-Term Financing").
Net cash provided by operating activities was approximately $30.6
million for the first quarter of fiscal 2004 compared to approximately
$18.0 million for the first quarter of fiscal 2003. The increase in
cash provided by operating activities for the first quarter of fiscal
2004 when compared to the first quarter of fiscal 2003 was due primarily
to improved operating results. Nut purchases were approximately 26.3%
greater in the first quarter of fiscal 2004 than in the first quarter of
fiscal 2003, in order to support the corresponding increase in net
sales. During the first quarter of fiscal 2004, the Company spent
approximately $3.5 million on capital expenditures, compared to
approximately $3.4 million for the first quarter of fiscal 2003. The
most significant project for fiscal 2004 is the expansion of the storage
capacity of inshell pecans at the Selma, Texas facility. This project
should be completed during the second quarter of fiscal 2004. The
Company is currently exploring the possible consolidation of its
Chicago area production facilities into a single location through the
construction of a new production facility. If the consolidation
proceeds, it is unlikely that such a facility could be financed using
the Company's existing credit facilities. In that event, the Company
would consider evaluating other financing alternatives, including but
not limited to debt financing, the issuance of common stock in a
private placement and/or a public offering. During the first quarter of
fiscal 2004, the Company repaid approximately $7.7 million of long-term
debt compared to approximately $2.7 million during the first quarter of
fiscal 2003, as the first scheduled annual $5.0 million payment of
subordinated debt under the Additional Long-Term Financing became due.
11
The Bank Credit Facility is comprised of (i) a working capital revolving
loan, which provides for working capital financing of up to
approximately $73.1 million, in the aggregate, and matures, as amended,
on May 31, 2006, and (ii) a letter of credit of approximately $6.9
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 2.83% at September
25, 2003) determined pursuant to a formula based on the agent bank's
quoted rate and the Eurodollar Interbank rate. As of September 25, 2003,
the Company had approximately $58.7 million of available credit under
the Bank Credit Facility.
As of September 25, 2003, the total principal amount outstanding under
the Long-Term Financing Facility was $5.5 million of the original amount
borrowed of $35.0 million. Of the remaining balance of $5.5 million,
$2.65 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 $2.85 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 September 25, 2003, the total principal amount outstanding under
the Additional Long-Term Financing was approximately $12.9 million of
the original amount borrowed of $25.0 million. Of the remaining balance
of approximately $12.9 million, approximately $2.9 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 $10.0
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 September 25,
2003, the Company was in compliance with all restrictive covenants
under its financing facilities. The Company 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. However,
if the Company elects to construct a new processing facility, additional
financing sources may be required to fund the capital expenditures that
would be necessary for that project.
12
Recent Accounting Pronouncements
- --------------------------------
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 beginning after
December 15, 2002. The Company has adopted the disclosure requirements
of SFAS 148, and is currently evaluating its accounting alternatives
under 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 second
quarter of fiscal 2004. The Company enters into various transactions
with certain related parties including the rental of buildings under
capital leases and purchases from entities owned either directly or
indirectly by certain directors, officers and stockholders of the
Company. Based on management's initial analysis, it is at least
reasonably possible that the Company may be required to consolidate or
disclose information for one or more of these entities once the
provisions of FIN 46 become effective during the second quarter of
fiscal 2004.
In April 2003, the FASB issued SFAS 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities," which amends and
clarifies financial accounting and reporting for certain derivative
instruments. SFAS 149 became effective during the first quarter of
fiscal 2004 and had no impact on the Company's consolidated financial
statements, as the Company is not currently a party to derivative
financial instruments included in this standard.
In May 2003, the FASB issued SFAS 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity," which
establishes standards for the classification and measurement of certain
financial instruments with characteristics of both liabilities and
equity. SFAS 150 became effective during the first quarter of fiscal
2004 and had no impact on the Company's consolidated financial
statements, as the Company is not currently a party to such instruments
included in this standard.
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.
13
Factors That May Affect Future Results
- --------------------------------------
(a) 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".
(b) 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.
(c) 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.
(d) Inventory Measurement
- -------------------------
The Company purchases its inshell nut inventories in large quantities at
harvest times (primarily during the second and third quarters of the
Company's fiscal year) and receives inshell nut shipments by the
truckload. The weights of the inshell nuts are measured using truck
scales at the time of receipt, and inventories are recorded on the basis
of those measurements. The inshell nuts are than stored in bulk in
large warehouses to be shelled throughout the year. The inshell
inventories are relieved on the basis of continuous high-speed bulk
weighing systems as the nuts are shelled or on the basis of calculations
that are further based upon the shelled nuts that are produced. While
the Company performs various procedures to confirm the accuracy of its
inshell nut inventories, these inventories are estimates that must be
periodically adjusted to account for positive or negative variations.
The complete accuracy of the inshell inventories is not known until the
entire quantity of the particular nut is depleted, which may not
necessarily occur every year. Prior crop year inventories may still be
on hand as the new crop year inventories are purchased. Historically the
14
adjustments related to inventory measurement have not had a material
impact on the Company's results of operations. However, there can be no
assurance that such inventory quantity adjustments will not have a
material adverse effect on the Company's results of operations in the
future.
(e) 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 payment system through the 2007 crop year that can
be either coupled or decoupled. A coupled system is tied to the actual
amount of production, while a decoupled system is not. The series of
loans and subsidies established by the 2002 Farm Bill is similar to the
systems used for other crops such as grains and cotton. To compensate
farmers for the elimination of the peanut quota, the 2002 Farm Bill
provides a buy-out at a specified rate for each pound of peanuts that
had been in that farmer's quota under the prior program. 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 fiscal 2003 and during
the first quarter of fiscal 2004, resulting in a favorable impact on the
Company's gross profit and gross profit margin. 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.
(f) Public Health Security and Bioterrorism Preparedness and Response
Act of 2002
- ---------------------------------------------------------------------
The events of September 11, 2001 reinforced the need to enhance the
security of the United States. Congress responded in part by passing
the Public Health Security and Bioterrorism Preparedness and Response
Act of 2002 (the "Bioterrorism Act"). The Bioterrorism Act includes a
number of provisions to help guard against the threat of bioterrorism,
including new authority for the Secretary of Health and Human Services
("HHS") to take action to protect the nation's food supply against the
threat of international contamination. The Food and Drug Administration
("FDA"), as the food regulatory arm of HHS, is responsible for
developing and implementing these food safety measures, which fall into
four broad categories: (i) registration of food facilities, (ii)
establishment and maintenance of records regarding the sources and
recipients of foods, (iii) prior notice to FDA of imported food
shipments and (iv) administrative detention of potentially affected
foods. FDA is the process of issuing rules in each of these categories,
which rules are generally required to be in effect by December 12, 2003.
There can be no assurances that effects of the Bioterrorism Act and the
related rules, including any potential disruption in the Company's
supply of imported nuts due to any administrative detention, will not
have a material adverse effect on the Company's business, financial
position or results of operations in the future.
(g) Peanut Shelling Industry Antitrust Investigation
- ----------------------------------------------------
On June 17, 2003, the Company received a subpoena for the production of
documents and records from the Antitrust Division of the U.S. Department
of Justice in connection with an antitrust investigation of a portion of
the peanut shelling industry. The Company expects to cooperate fully in
the investigation. There can be no assurances as to the impact of the
investigation on the peanut shelling industry or that the investigation
will not have a material adverse effect on the Company.
15
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
- ---------------------------------
As of the end of the period covered by this Quarterly Report on 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-15(b). 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. There has been no
change in the Company's internal control over financial reporting
during the Company's first fiscal quarter ended September 25, 2003
that has materially affected, or is reasonably likely to materially
affect the Company's internal control over financial reporting.
16
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:
On August 21, 2003, the Company filed a Current Report on Form 8-K,
dated August 19, 2003, announcing quarterly and annual
financial results.
17
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: November 6, 2003 By: /s/ Michael J.Valentine
---------------------------
Michael J. Valentine
Executive Vice President Finance,
Chief Financial Officer
and Secretary
18
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 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 Amendment to the Second Amended and Restated Note Agreement dated
May 30, 2003 by and among Prudential, the Registrant and JBSI(27)
19
4.17 Guaranty Agreement dated as of May 30, 2003 by JBSI in favor of
Prudential(27)
4.18 Note Purchase Agreement dated as of August 30, 1995 between the
Registrant and Teachers Insurance and Annuity Association of
America ("Teachers")(14)
4.19 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)
4.20 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)
4.21 Guaranty Agreement dated as of August 30, 1995 by Sunshine in
favor of Teachers (Senior Notes)(14)
4.22 Guaranty Agreement dated as of August 30, 1995 by Sunshine in
favor of Teachers (Senior Subordinated Notes)(14)
4.23 Amendment, Consent and Waiver, dated as of March 27, 1996, by and
among Teachers, Sunshine and the Registrant(16)
4.24 Amendment No. 2 to Note Purchase Agreement dated as of January
24, 1997 by and among Teachers, Sunshine and the Registrant(17)
4.25 Amendment to Note Purchase Agreement dated May 19, 1997 by and
among Teachers, Sunshine and the Registrant(19)
4.26 Amendment No. 3 to Note Purchase Agreement dated as of March
31, 1998 by and among Teachers, Sunshine, Quantz and the
Registrant(19)
4.27 Guaranty Agreement dated as of March 31, 1998 by JBSI in favor of
Teachers (Senior Notes)(19)
4.28 Guaranty Agreement dated as of March 31, 1998 by JBSI in favor of
Teachers (Senior Subordinated Notes)(19)
4.29 Amendment and Waiver to Note Purchase Agreement dated February
5, 1999 by and among Teachers, Sunshine, Quantz, JBSI and the
Registrant(22)
4.30 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 the Registrant and 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)
20
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)
21
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 The Registrant's 1998 Equity Incentive Plan(22)
10.28 First Amendment to the Registrant's 1998 Equity Incentive Plan(25)
10.29 Second Amendment to Credit Agreement dated May 10, 2000 by and
among the Registrant, JBSI, USB as Agent, LNB and SunTrust Bank,
N.A.("STB")(replacing KNA)(24)
10.30 Third Amendment to Credit Agreement dated May 20, 2002 by and among
the Registrant, JBSI, USB as Agent, LNB and STB(26)
10.31 Fourth Amendment to Credit Agreement dated May 30, 2003 by and
among the Registrant, JBSI, USB as Agent, LNB and STB(27)
10.32 Revolving Credit Note in the principal amount of $40.0 million
executed by the Registrant and JBSI in favor of USB, dated as of
May 30, 2003(27)
10.33 Revolving Credit Note in the principal amount of approximately
$22.9 million executed by the Registrant and JBSI in favor of STB,
dated as of May 30, 2003(27)
10.34 Revolving Credit Note in the principal amount of approximately
$17.1 million executed by the Registrant and JBSI in favor of LSB,
dated as of May 30, 2003(27)
10.35 Industrial Building Lease between the Registrant and Cabot
Acquisition, LLC dated April 18, 2003(27)
31.1 Certification of Jasper B. Sanfilippo pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, as amended, filed herewith
31.2 Certification of Michael J. Valentine pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, as amended, filed herewith
22
32.1 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, filed herewith
32.2 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, filed 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).
23
(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).
(27) Incorporated by reference to the Registrant's Annual Report on
Form 10-K for the fiscal year ended June 26, 2003 (Commission File
No. 0-19681).
24