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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark one)

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

For the quarterly period ended September 28, 2017

OR

 

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

Commission File Number 0-19681

 

 

JOHN B. SANFILIPPO & SON, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware		36-2419677
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
1703 North Randall Road Elgin, Illinois		60123-7820
(Address of Principal Executive Offices)		(Zip Code)

(847) 289-1800

(Registrant’s Telephone Number, Including Area Code)

 

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ☒  Yes    ☐  No

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

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

 

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ☐  Yes    ☒  No

As of October 20, 2017, 8,699,983 shares of the Registrant’s Common Stock, $0.01 par value per share and 2,597,426 shares of the Registrant’s Class A Common Stock, $0.01 par value per share, were outstanding.

 

 

 

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JOHN B. SANFILIPPO & SON, INC.

FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 28, 2017

INDEX

 

		Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Statements of Comprehensive Income for the Quarter Ended September 28, 2017 and September 29, 2016			3
Consolidated Balance Sheets as of September 28, 2017, June  29, 2017 and September 29, 2016			4
Consolidated Statements of Cash Flows for the Quarter Ended September  28, 2017 and September 29, 2016			6
Notes to Consolidated Financial Statements			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			13
Item 3. Quantitative and Qualitative Disclosures About Market Risk			21
Item 4. Controls and Procedures			21
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			22
Item 1A. Risk Factors			22
Item 6. Exhibits			22
SIGNATURE			28

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

JOHN B. SANFILIPPO & SON, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

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

 

		For the Quarter Ended
		September 28, 2017				September 29, 2016
Net sales		$	214,791			$	222,293
Cost of sales			179,951				185,818
Gross profit			34,840				36,475
Operating expenses:
Selling expenses			10,945				11,271
Administrative expenses			6,559				8,115
Total operating expenses			17,504				19,386
Income from operations			17,336				17,089
Other expense:
Interest expense including $194 and $190 to related parties			781				622
Rental and miscellaneous expense, net			622				410
Other expense			492				533
Total other expense, net			1,895				1,565
Income before income taxes			15,441				15,524
Income tax expense			5,009				5,344
Net income		$	10,432			$	10,180
Other comprehensive income:
Amortization of prior service cost and actuarial loss included in Other expense			279				330
Income tax expense related to pension adjustments			(108	)			(125	)
Other comprehensive income, net of tax:			171				205
Comprehensive income		$	10,603			$	10,385
Net income per common share-basic		$	0.92			$	0.90
Net income per common share-diluted		$	0.91			$	0.89
Cash dividends declared per share		$	2.50			$	2.50

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

 

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JOHN B. SANFILIPPO & SON, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

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

 

		September 28, 2017				June 29, 2017				September 29, 2016
ASSETS
CURRENT ASSETS:
Cash		$	869			$	1,955			$	1,362
Accounts receivable, less allowance for doubtful accounts of $273, $263 and $418			71,576				64,830				75,741
Inventories			165,898				182,420				147,196
Prepaid expenses and other current assets			4,543				4,172				3,819
TOTAL CURRENT ASSETS			242,886				253,377				228,118
PROPERTY, PLANT AND EQUIPMENT:
Land			9,285				9,285				9,285
Buildings			107,278				107,015				106,566
Machinery and equipment			194,449				194,099				190,383
Furniture and leasehold improvements			4,928				4,842				4,733
Vehicles			535				498				453
Construction in progress			5,287				1,075				3,245
			321,762				316,814				314,665
Less: Accumulated depreciation			213,252				210,606				203,782
			108,510				106,208				110,883
Rental investment property, less accumulated depreciation of $9,837, $9,639 and $9,045			19,056				19,254				19,848
TOTAL PROPERTY, PLANT AND EQUIPMENT			127,566				125,462				130,731
Cash surrender value of officers’ life insurance and other assets			9,541				10,125				10,001
Deferred income taxes			9,668				9,095				9,055
Intangible assets, net of accumulated amortization of $18,690, $18,690 and $17,700			—				—				990
TOTAL ASSETS		$	389,661			$	398,059			$	378,895

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

 

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JOHN B. SANFILIPPO & SON, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

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

 

		September 28, 2017				June 29, 2017				September 29, 2016
LIABILITIES & STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Revolving credit facility borrowings		$	36,454			$	29,456			$	1,255
Current maturities of long-term debt, including related party debt of $482, $474 and $449 and net of unamortized debt issuance costs of $53, $55 and $63			3,429				3,418				3,387
Accounts payable, including related party payables of $0, $178 and $233			54,544				50,047				60,432
Bank overdraft			1,484				932				1,896
Accrued payroll and related benefits			8,065				15,958				9,287
Other accrued expenses			15,009				10,062				12,097
TOTAL CURRENT LIABILITIES			118,985				109,873				88,354
LONG-TERM LIABILITIES:
Long-term debt, less current maturities, including related party debt of $10,461, $10,584 and $10,943 and net of unamortized debt issuance costs of $111, $124 and $164			24,350				25,211				27,779
Retirement plan			21,195				20,994				22,334
Other			6,876				6,513				6,393
TOTAL LONG-TERM LIABILITIES			52,421				52,718				56,506
TOTAL LIABILITIES			171,406				162,591				144,860
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY:
Class A Common Stock, convertible to Common Stock on a per share basis, cumulative voting rights of ten votes per share, $.01 par value; 10,000,000 shares authorized, 2,597,426 shares issued and outstanding			26				26				26
Common Stock, non-cumulative voting rights of one vote per share, $.01 par value; 17,000,000 shares authorized 8,817,883, 8,801,641 and 8,732,593 shares issued			88				88				87
Capital in excess of par value			118,326				117,772				115,787
Retained earnings			105,252				123,190				125,559
Accumulated other comprehensive loss			(4,233	)			(4,404	)			(6,220	)
Treasury stock, at cost; 117,900 shares of Common Stock			(1,204	)			(1,204	)			(1,204	)
TOTAL STOCKHOLDERS’ EQUITY			218,255				235,468				234,035
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY		$	389,661			$	398,059			$	378,895

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

 

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JOHN B. SANFILIPPO & SON, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)

 

		For the Quarter Ended
		September 28, 2017				September 29, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	10,432			$	10,180
Depreciation and amortization			3,325				4,025
Loss on disposition of assets, net			165				36
Deferred income tax benefit			(573	)			(465	)
Stock-based compensation expense			538				550
Change in assets and liabilities:
Accounts receivable, net			(6,746	)			2,346
Inventories			16,522				9,377
Prepaid expenses and other current assets			(371	)			554
Accounts payable			2,682				15,808
Accrued expenses			(7,254	)			(6,732	)
Income taxes payable			4,308				5,797
Other long-term assets and liabilities			37				(297	)
Other, net			372				428
Net cash provided by operating activities			23,437				41,607
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment			(2,876	)			(3,705	)
Other, net			22				1
Net cash used in investing activities			(2,854	)			(3,704	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under revolving credit facility			113,298				75,282
Repayments of revolving credit borrowings			(106,300	)			(86,111	)
Principal payments on long-term debt			(865	)			(898	)
Increase in bank overdraft			552				1,085
Dividends paid			(28,370	)			(28,150	)
Issuance of Common Stock under equity award plans			16				31
Net cash used in financing activities			(21,669	)			(38,761	)
NET DECREASE IN CASH			(1,086	)			(858	)
Cash, beginning of period			1,955				2,220
Cash, end of period		$	869			$	1,362

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

 

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JOHN B. SANFILIPPO & SON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except where noted and per share data)

Note 1 – Basis of Presentation and Description of Business

As used herein, unless the context otherwise indicates, the terms “we”, “us”, “our” or “Company” collectively refer to John B. Sanfilippo & Son, Inc. and our wholly-owned subsidiary, JBSS Ventures, LLC. Our fiscal year ends on the final Thursday of June each year, and typically consists of fifty-two weeks (four thirteen-week quarters). Additional information on the comparability of the periods presented is as follows:

 

•

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

 

•

References herein to the first quarter of fiscal 2018 and fiscal 2017 are to the quarters ended September 28, 2017 and September 29, 2016, respectively.

We are one of the leading processors and distributors of peanuts, pecans, cashews, walnuts, almonds, and other nuts in the United States. These nuts are sold under a variety of private brands and under the Fisher, Orchard Valley Harvest, and Sunshine Country brand names. We also market and distribute, and in most cases, manufacture or process, a diverse product line of food and snack products, including peanut butter, almond butter, cashew butter, candy and confections, snacks and trail mixes, snack bites, sunflower kernels, dried fruit, corn snacks, sesame sticks and other sesame snack products under private brands and brand names. Our products are sold through three primary distribution channels to significant buyers of nuts, including food retailers in the consumer channel, commercial ingredient users and contract packaging customers.

The accompanying unaudited financial statements fairly present the consolidated statements of comprehensive income, consolidated balance sheets and consolidated statements of cash flows, and reflect all adjustments, consisting only of normal recurring adjustments which are necessary for the fair statement of the results of the interim periods. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses.

The interim results of operations are not necessarily indicative of the results to be expected for a full year. The balance sheet data as of June 29, 2017 was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). Accordingly, these unaudited financial statements and related notes should be read in conjunction with the audited consolidated financial statements and notes thereto included in our 2017 Annual Report on Form 10-K for the fiscal year ended June 29, 2017.

Note 2 – Inventories

Inventories consist of the following:

 

		September 28, 2017				June 29, 2017				September 29, 2016
Raw material and supplies		$	50,086			$	79,609			$	51,563
Work-in-process and finished goods			115,812				102,811				95,633
Total		$	165,898			$	182,420			$	147,196

 

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Note 3 – Credit Facility

On July 7, 2017, we entered into the Eighth Amendment to our Credit Facility which eliminated the quarterly restriction on cash dividends and distributions and allows the Company to, without obtaining lender consent, make up to four cash dividends or distributions on our stock per fiscal year, or purchase, acquire, redeem or retire stock in any fiscal year, in an amount not to exceed $60,000 in the aggregate per fiscal year, as long as no default or event of default exists and the excess availability under the Credit Facility remains over $30,000 immediately before and after giving effect to any such dividend, distribution, purchase or redemption.

At September 28, 2017, we had $77,371 of available credit under the Credit Facility which reflects borrowings of $36,454 and reduced availability as a result of $3,675 in outstanding letters of credit. As of September 28, 2017, we were in compliance with all financial covenants under the Credit Facility and Mortgage Facility.

Note 4 – Earnings Per Common Share

The following table presents the reconciliation of the weighted average shares outstanding used in computing basic and diluted earnings per share:

 

		For the Quarter Ended
		September 28, 2017				September 29, 2016
Weighted average number of shares outstanding – basic			11,351,307				11,266,217
Effect of dilutive securities:
Stock options and restricted stock units			90,861				113,878
Weighted average number of shares outstanding – diluted			11,442,168				11,380,095

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

Note 5 – Stock-Based Compensation Plans

During the quarter ended September 28, 2017 there was no significant stock option or restricted stock unit activity.

Compensation expense attributable to stock-based compensation during the first quarter of fiscal 2018 and fiscal 2017 was $538 and $550, respectively. As of September 28, 2017, there was $2,469 of total unrecognized compensation cost related to non-vested, share-based compensation arrangements granted under our stock-based compensation plans. We expect to recognize that cost over a weighted average period of 1.0 years.

Note 6 – Dividends

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

 

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Note 7 – Retirement Plan

The Supplemental Employee Retirement Plan is an unfunded, non-qualified deferred compensation plan that will provide eligible participants with monthly benefits upon retirement, disability or death, subject to certain conditions. The monthly benefit is based upon each participant’s earnings and his or her number of years of service. The components of net periodic benefit cost are as follows:

 

		For the Quarter Ended
		September 28, 2017				September 29, 2016
Service cost		$	152			$	158
Interest cost			213				203
Amortization of prior service cost			239				239
Amortization of loss			40				91
Net periodic benefit cost		$	644			$	691

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

Note 8 – Accumulated Other Comprehensive Loss

The table below sets forth the changes to accumulated other comprehensive loss (“AOCL”) for the quarter ended September 28, 2017 and September 29, 2016. These changes are all related to our defined benefit pension plan.

 

Changes to AOCL (a)		For the Quarter Ended
		September 28, 2017				September 29, 2016
Balance at beginning of period		$	(4,404	)		$	(6,425	)
Other comprehensive income before reclassifications			—				—
Amounts reclassified from accumulated other comprehensive loss			279				330
Tax effect			(108	)			(125	)
Net current-period other comprehensive income			171				205
Balance at end of period		$	(4,233	)		$	(6,220	)

 

(a)	Amounts in parenthesis indicate debits/expense.

 

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The reclassifications out of AOCL for the quarter ended September 28, 2017 and September 29, 2016 were as follows:

 

		For the Quarter Ended								Affected line item in the Consolidated Statements of Comprehensive Income
Reclassifications from AOCL to earnings (b)		September 28, 2017				September 29, 2016
Amortization of defined benefit pension items:
Unrecognized prior service cost		$	(239	)		$	(239	)			Other expense
Unrecognized net loss			(40	)			(91	)			Other expense
Total before tax			(279	)			(330	)
Tax effect			108				125				Income tax expense
Amortization of defined pension items, net of tax		$	(171	)		$	(205	)

 

(b)	Amounts in parenthesis indicate debits to expense. See Note 7 – “Retirement Plan” above for additional details.

Note 9 – Commitments and Contingent Liabilities

We are currently a party to various legal proceedings in the ordinary course of business. While management presently believes that the ultimate outcomes of these proceedings, individually and in the aggregate, will not materially affect our Company’s financial position, results of operations or cash flows, legal proceedings are subject to inherent uncertainties, and unfavorable outcomes could occur. Unfavorable outcomes could include substantial monetary damages in excess of any appropriate accruals which management has established. Were such unfavorable final outcomes to occur, there exists the possibility of a material adverse effect on our financial position, results of operations and cash flows.

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

Note 10 – Fair Value of Financial Instruments

Authoritative guidance issued by the Financial Accounting Standards Board (“FASB”) defines fair value as the price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The guidance establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels:

 

Level 1		–		Quoted prices in active markets that are accessible at the measurement date for identical assets and liabilities.
Level 2		–		Observable inputs other than quoted prices in active markets. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.
Level 3		–		Unobservable inputs for which there is little or no market data available.

The carrying values of cash, trade accounts receivable and accounts payable approximate their fair values at each balance sheet date because of the short-term maturities and nature of these balances.

The carrying value of our revolving credit facility borrowings approximates fair value at each balance sheet date because interest rates on this instrument approximate current market rates (Level 2 criteria), the short-term maturity and nature of this balance. In addition, there has been no significant change in our inherent credit risk.

 

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The following table summarizes the carrying value and fair value estimate of our current and long-term debt, excluding unamortized debt issuance costs:

 

		September 28, 2017				June 29, 2017				September 29, 2016
Carrying value of long-term debt:		$	27,943			$	28,808			$	31,393
Fair value of long-term debt:			28,355				29,316				32,657

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

Note 11 – Recent Accounting Pronouncements

The following recent accounting pronouncements have been adopted in the current fiscal year:

In March 2017, the FASB issued ASU No. 2017-07 “Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost”. The amendments in this update require the service cost component of pension expense to be disaggregated from the other components of net periodic benefit cost and be presented in the same line items as other employee compensation costs. All other components of net periodic benefit cost (interest cost, amortization of prior service cost and amortization of unrecognized loss) must be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. The amendments in this update also allow only the service cost component to be eligible for capitalization when applicable (for example, as a cost of internally manufactured inventory or a self-constructed asset). This update is effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those annual periods. Early adoption is permitted as long as it is early adopted in the first interim period of an annual year and financial statements have not been issued or made available for issuance prior to adoption. The amendments in this update should be applied using a retrospective transition method, however, a practical expedient is offered with regard to the prior comparative periods. The Company adopted ASU 2017-07 in the first quarter of fiscal 2018. Service cost continues to be presented as a component of Administrative expense while the remaining components of net periodic benefit cost (interest cost, amortization of prior service cost and amortization of unrecognized loss) are now presented below the caption Other expense on the Consolidated Statements of Comprehensive Income. Adoption of this update required a reclassification in the prior year comparative period of $533 from Administrative expense to Other expense.

In October 2016, the FASB issued ASU No. 2016-17 “Consolidation (Topic 810): Interests Held Through Related Parties That Are Under Common Control”. This update amends ASU 2015-02 and affects reporting entities that are required to evaluate whether they should consolidate a variable interest entity in certain situations involving entities under common control. ASU 2016-17 is effective for the Company in fiscal 2018 and requires retrospective application. The adoption of ASU 2016-17 did not have any impact to the Consolidated Financial Statements.

In July 2015, the FASB issued ASU No. 2015-11 “Inventory (Topic 330): Simplifying the Measurement of Inventory”. This update applies to inventory measured using first-in, first-out or average cost and requires inventory be measured at the lower of cost and net realizable value. Net realizable value is defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. When evidence exists that the net realizable value of inventory is lower than its cost, the difference shall be recognized as a loss in earnings in the period in which it occurs. That loss may be required, for example, due to damage, physical deterioration, obsolescence, changes in price levels, or other causes. This update became effective for the Company beginning in fiscal year 2018 with prospective application required. The adoption of ASU 2015-11 did not have any impact to the consolidated financial statements.

 

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The following recent accounting pronouncements have not yet been adopted:

In February 2016, the FASB issued ASU No. 2016-02 “Leases (Topic 842)”. The primary goal of this update is to require the lessee to recognize all lease commitments, both operating and finance, by initially recording a lease asset and liability on the balance sheet at the lease commencement date. Additionally, enhanced qualitative and quantitative disclosures will be required. ASU No. 2016-02 is effective for public business entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2018. This new guidance will be effective for the Company beginning in fiscal year 2020. This guidance must be adopted using a modified retrospective approach and early adoption is permitted. The Company expects this new guidance to have a significant impact on its total assets and total liabilities, and lead to increased financial statement disclosures.

In May 2014, the FASB issued ASU No. 2014-09 “Revenue from Contracts with Customers (Topic 606)” and created a new ASC Topic 606, Revenue from Contracts with Customers, and added ASC Subtopic 340-40, Other Assets and Deferred Costs — Contracts with Customers. The guidance in this update supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition, and most industry-specific guidance throughout the industry topics of the codification. Under the new guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Several other amendments have been subsequently released, each of which provide additional narrow scope clarifications or improvements. In August 2015, the FASB issued ASU No. 2015-14 “Revenue from Contracts with Customers, Deferral of the Effective Date” which deferred the effective date of ASU 2014-09 for one year. Consequently, this new revenue recognition guidance will be effective for the Company beginning in fiscal year 2019, which is our anticipated adoption date. We have completed our initial analysis of this accounting standard update which included a review of all material customer contracts and currently do not anticipate any material changes to our revenue recognition compared to current GAAP. We are currently evaluating the method of adoption.

 

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

OVERVIEW

The following discussion and analysis should be read in conjunction with the unaudited Consolidated Financial Statements and the Notes to Consolidated Financial Statements.

Our fiscal year ends on the final Thursday of June each year, and typically consists of fifty-two weeks (four thirteen-week quarters). Additional information on the comparability of the periods presented is as follows:

 

•

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

 

•

References herein to the first quarter of fiscal 2018 and fiscal 2017 are to the quarters ended September 28, 2017 and September 29, 2016, respectively.

As used herein, unless the context otherwise indicates, the terms “we”, “us”, “our” or “Company” collectively refer to John B. Sanfilippo & Son, Inc. and our wholly-owned subsidiary, JBSS Ventures, LLC. Our Company’s Credit Facility and Mortgage Facility, as defined below, are sometimes collectively referred to as “our financing arrangements.”

We are one of the leading processors and distributors of peanuts, pecans, cashews, walnuts, almonds and other nuts in the United States. These nuts are sold under a variety of private brands and under the Fisher, Orchard Valley Harvest, and Sunshine Country brand names. We also market and distribute, and in most cases, manufacture or process, a diverse product line of food and snack products, including peanut butter, almond butter, cashew butter, candy and confections, snacks and trail mixes, snack bites, sunflower kernels, dried fruit, corn snacks, sesame sticks and other sesame snack products under private brands and brand names. We distribute our products in the consumer, commercial ingredients and contract packaging distribution channels.

The Company’s long-term objective to drive profitable growth, as identified in our strategic plan (the “Strategic Plan”), includes growing Fisher and Orchard Valley Harvest into leading nut brands by focusing on consumers demanding quality nuts in the snacking, recipe and produce categories, providing integrated nut solutions to grow non-branded business at existing key customers in each distribution channel and expanding our offerings into alternative distribution channels. In the first quarter of fiscal 2018, we were notified by a major customer that it intends to reduce purchases of Fisher recipe nuts as it prepares to transition small and some medium package sizes to a private brand program. We intend to focus on the core aspects of our Strategic Plan, including a renewed focus on expanding our distribution into alternative channels to help offset the loss of business at this customer during fiscal 2018.

In addition to the challenges discussed above, we face a number of additional challenges in the future which include, among others, volatile commodity costs for certain tree nuts, especially cashews, and intensified competition for market share from both private brand and name brand nut products. We will continue to focus on seeking profitable business opportunities to further utilize our additional production capacity at our primary manufacturing, processing and distribution facility located in Elgin, Illinois (the “Elgin Site”). We expect to maintain our recent level of promotional, sampling and advertising activity for our Fisher and Orchard Valley Harvest brands. We continue to see domestic sales and volume growth in our Orchard Valley Harvest brand and expect to continue to focus on this portion of our branded business. We will continue to face the ongoing challenges specific to our business, such as food safety and regulatory issues and the maintenance and growth of our customer base. See the information referenced in Part II, Item 1A — “Risk Factors” of this report for additional information about our risks, challenges and uncertainties.

 

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QUARTERLY HIGHLIGHTS

Our net sales of $214.8 million for the first quarter of fiscal 2018 decreased 3.4% from our net sales of $222.3 million for the first quarter of fiscal 2017.

Sales volume, measured as pounds sold to customers, was unchanged compared to the first quarter of fiscal 2017.

Gross profit decreased by $1.6 million and our gross profit margin, as a percentage of net sales, decreased to 16.2% for the first quarter of fiscal 2018 compared to 16.4% for the first quarter of fiscal 2017.

Total operating expenses for the first quarter of fiscal 2018 decreased by $1.9 million, or 9.7%, compared to the first quarter of fiscal 2017. As a percentage of net sales, total operating expenses in the first quarter of fiscal 2018 decreased to 8.1% from 8.7% for the first quarter of fiscal 2017.

The total value of inventories on hand at the end of the first quarter of fiscal 2018 increased by $18.7 million, or 12.7%, in comparison to the total value of inventories on hand at the end of the first quarter of fiscal 2017.

We have seen acquisition costs for most domestic tree nuts and cashews increase in the 2017 crop year (which falls into our current 2018 fiscal year). Due to the significant flooding caused by the hurricanes that hit the Southern United States during the first quarter of fiscal 2018, there was some loss of the pecan crop in Georgia which may negatively impact supply and cause acquisition costs to increase during fiscal 2018. While we began to procure inshell walnuts during the first quarter of fiscal 2018, the total payments due to our walnut growers will not be determined until the second and/or third quarters of fiscal 2018. We will determine the final prices to be paid to the walnut growers based upon current market prices and other factors such as crop size and export demand. We have estimated the liability to our walnut growers and our walnut inventory costs using currently available information. Any difference between our estimated liability and the actual payments will be determined during the second and/or third quarters of fiscal 2018 and will be recognized in our financial results at that time.

 

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RESULTS OF OPERATIONS

Net Sales

Our net sales decreased 3.4% to $214.8 million in the first quarter of fiscal 2018 compared to net sales of $222.3 million for the first quarter of fiscal 2017. The decrease in net sales was primarily due to a 3.4% decrease in the weighted average sales price per pound driven by a shift in sales from higher priced tree nuts to lower priced peanuts and trail mixes. Sales volume, which is defined as pounds sold to customers, was unchanged in the quarterly comparison.

The following table summarizes sales by product type as a percentage of total gross sales. The information is based upon gross sales, rather than net sales, because certain adjustments, such as promotional discounts, are not allocable to product type.

 

		For the Quarter Ended
Product Type		September 28, 2017				September 29, 2016
Peanuts			15.8	%			14.7	%
Pecans			13.5				15.0
Cashews & Mixed Nuts			24.6				23.6
Walnuts			8.5				8.8
Almonds			15.4				19.1
Trail & Snack Mixes			16.7				13.8
Other			5.5				5.0
Total			100.0	%			100.0	%

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

 

		For the Quarter Ended
Distribution Channel		September 28, 2017				September 29, 2016				Change				Percent Change
Consumer (1)		$	135,968			$	135,167			$	801				0.6	%
Commercial Ingredients			36,409				50,720				(14,311	)			(28.2	)
Contract Packaging			42,414				36,406				6,008				16.5
Total		$	214,791			$	222,293			$	(7,502	)			(3.4	)%

 

(1)

Sales of branded products were approximately 37% and 39% of total consumer sales during the first quarter of fiscal 2018 and fiscal 2017, respectively. Fisher branded products were approximately 80% and 83% of branded sales during the first quarter of fiscal 2018 and fiscal 2017, respectively, with branded produce products accounting for the remaining branded product sales.

Net sales in the consumer distribution channel were relatively unchanged and sales volume increased 1.8% in the first quarter of fiscal 2018 compared to the first quarter of fiscal 2017. The sales volume increase was driven by a 3.7% increase in sales volume of private brand products due to sales growth for almonds and trail mixes with existing customers. Sales volume for Fisher recipe nuts decreased 5.0% due to reductions in orders with a major customer. We were notified in the first quarter that this customer is preparing to replace small and medium sized packages of Fisher recipe nuts with private brand recipe nuts this November. Consequently, we expect that challenges in growing the Fisher recipe nut brand from fiscal 2017 performance will continue during the remainder of fiscal 2018. Sales volume for Fisher snack nuts decreased 9.1%, primarily as a result of reduced merchandising activity compared to merchandising activity that took place in last year’s first quarter. Sales volume of Orchard Valley Harvest produce products increased 10.2% due to expanded distribution of multi-pack items.

 

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Net sales in the commercial ingredients distribution channel decreased by 28.2% in dollars and sales volume decreased 17.1% in the first quarter of fiscal 2018 compared to the first quarter of fiscal 2017. The sales volume decrease was primarily due to the loss of the bulk almond butter customer that occurred in the second quarter of fiscal 2017.

Net sales in the contract packaging distribution channel increased by 16.5% in dollars and 14.7% in sales volume in the first quarter of fiscal 2018 compared to the first quarter of fiscal 2017. The sales volume increase was primarily due to increased sales of trail mixes and snack bite cluster products to existing customers.

Gross Profit

Gross profit decreased by $1.6 million, or 4.5%, to $34.8 million for the first quarter of fiscal 2018 compared to the first quarter of fiscal 2017. Our gross profit margin, as a percentage of net sales, decreased to 16.2% for the first quarter of fiscal 2018 compared to 16.4% for the first quarter of fiscal 2017. The decreases in gross profit and gross profit margin were mainly attributable to higher pecan and cashew acquisition costs. The shift in product mix that drove the decline in net sales also contributed to the decline in gross profit.

Operating Expenses

Total operating expenses for the first quarter of fiscal 2018 decreased by $1.9 million to $17.5 million. Operating expenses for the first quarter of fiscal 2018 decreased to 8.1% of net sales from 8.7% of net sales for the first quarter of fiscal 2017 due primarily from decreases in incentive compensation, base compensation and amortization expenses.

Selling expenses for the first quarter of fiscal 2018 were $10.9 million, a decrease of $0.3 million, or 2.9%, from the first quarter of fiscal 2017, driven primarily by a decrease in incentive compensation expense.

Administrative expenses for the first quarter of fiscal 2018 were $6.6 million, a decrease of $1.6 million, or 19.2%, from the first quarter of fiscal 2017. The decrease was driven primarily by a decrease in incentive and other compensation related expenses of $1.2 million mainly due to the retirement of several executives in the second half of fiscal 2017 and $0.4 million less amortization expense.

Income from Operations

Due to the factors discussed above, income from operations increased to $17.3 million, or 8.1% of net sales, for the first quarter of fiscal 2018 from $17.1 million, or 7.7% of net sales, for the first quarter of fiscal 2017.

Interest Expense

Interest expense was $0.8 million for the first quarter of fiscal 2018 compared to $0.6 million in the first quarter of fiscal 2017. The increase in interest expense was due primarily to higher debt levels.

Rental and Miscellaneous Expense, Net

Net rental and miscellaneous expense was $0.6 million for the first quarter of fiscal 2018 compared to $0.4 million for the first quarter of fiscal 2017.

Other Expense

Other expense consists of pension related expenses other than the service cost component and was $0.5 million for both the first quarter of fiscal 2018 and fiscal 2017.

Income Tax Expense

Income tax expense was $5.0 million, or 32.4% of income before income taxes (“Effective Tax Rate”), for the first quarter of fiscal 2018 compared to $5.3 million, or 34.4% of income before income taxes, for the first quarter of fiscal 2017. The Illinois corporate income tax rate increased during the current first quarter which required an increase to the rate at which we measure our deferred tax assets and liabilities. The resulting increase in our deferred tax assets and liabilities favorably impacted our Effective Tax Rate approximately 2.6% this quarter.

 

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Net Income

Net income was $10.4 million, or $0.92 per common share basic and $0.91 per share diluted, for the first quarter of fiscal 2018, compared to $10.2 million, or $0.90 per common share basic and $0.89 per share diluted, for the first quarter of fiscal 2017.

LIQUIDITY AND CAPITAL RESOURCES

General

The primary uses of cash are to fund our current operations, fulfill contractual obligations, pursue our Strategic Plan through growing our branded and private label nut programs and repay indebtedness. Also, various uncertainties could result in additional uses of cash. The primary sources of cash are results of operations and availability under our Credit Agreement, dated February 7, 2008 and subsequently amended most recently in July 2017 (as amended, the “Credit Facility”), that provides a revolving loan commitment and letter of credit subfacility. We anticipate that expected net cash flow generated from operations and amounts available pursuant to the Credit Facility will be sufficient to fund our operations for the next twelve months. Our available credit under our Credit Facility has allowed us to devote more funds to promote our products (especially our Fisher and Orchard Valley Harvest brands), reinvest in the Company through capital expenditures, develop new products, pay a special cash dividend the past six years, consummate business acquisitions and other strategic acquisitions and explore other growth strategies outlined in our Strategic Plan.

Cash flows from operating activities have historically been driven by net income but are also significantly influenced by inventory requirements, which can change based upon fluctuations in both quantities and market prices of the various nuts and nut products we buy and sell. Current market trends in nut prices and crop estimates also impact nut procurement.

The following table sets forth certain cash flow information for the first quarter of fiscal 2018 and 2017, respectively (dollars in thousands):

 

		September 28, 2017				September 29, 2016				$ Change
Operating activities		$	23,437			$	41,607			$	(18,170	)
Investing activities			(2,854	)			(3,704	)			850
Financing activities			(21,669	)			(38,761	)			17,092
Net decrease in cash		$	(1,086	)		$	(858	)		$	(228	)

Operating Activities Net cash provided by operating activities was $23.4 million for the first quarter of fiscal 2018 compared to $41.6 million for the first quarter of fiscal 2017. The decrease in operating cash flow was primarily due to the timing of accounts payable and accounts receivable collections.

Total inventories were $165.9 million at September 28, 2017, a decrease of $16.5 million, or 9.1%, from the inventory balance at June 29, 2017, and an increase of $18.7 million, or 12.7%, from the inventory balance at September 29, 2016. The decrease at September 28, 2017 compared to June 29, 2017 was primarily due to lower quantities of pecans and walnuts on hand. The increase in inventories at September 28, 2017 compared to September 29, 2016 was primarily driven by higher acquisition costs for pecans and cashews. Our nut commodity purchases were $10.6 million less during the first quarter of fiscal 2018 than the same period of fiscal 2017, primarily due to the procurement of lower quantities of walnuts and almonds.

Raw nut and dried fruit input stocks, some of which are classified as work in process, decreased by 9.6 million pounds, or 21.7%, at September 28, 2017 compared to September 29, 2016. The decrease was attributable mainly to lower quantities of inshell walnuts on hand. The weighted average cost per pound of raw nut and dried fruit input stocks on hand at the end of the first quarter of fiscal 2018 increased 50.1% compared to the end of the first quarter of fiscal 2017 due to higher acquisition costs for pecans and cashews.

Investing Activities Cash used in investing activities, primarily all for capital expenditures, was $2.9 million during the first quarter of fiscal 2018 compared to $3.7 million for the same period last year. We expect total capital expenditures for new equipment, facility upgrades, and food safety enhancements for fiscal 2018 to be

 

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approximately $14.0 million. Absent any material acquisitions or other significant investments, we believe that cash on hand, combined with cash provided by operations and borrowings available under the Credit Facility, will be sufficient to meet the cash requirements for planned capital expenditures.

Financing Activities Cash used in financing activities was $21.7 million during the first quarter of fiscal 2018 compared to $38.8 million for the same period last year. Net short term borrowings under our Credit Facility increased $7.0 million during the first quarter of fiscal 2018 compared to net repayments of $10.8 million for the first quarter of fiscal 2017 due to more cash used for working capital in the first quarter of fiscal 2018.

Real Estate Matters

In August 2008, we completed the consolidation of our Chicago-based facilities into the Elgin Site. The Elgin Site includes both an office building and a warehouse. We are currently attempting to find additional tenants for the available space in the office building at the Elgin Site. Until additional tenant(s) are found, we will not receive the benefit of rental income associated with such space. Approximately 70% of the office building is currently vacant and approximately 75% of the office building has been built-out. There can be no assurance that we will be able to lease the unoccupied space and further capital expenditures may be necessary to lease the remaining space.

Financing Arrangements

On February 7, 2008, we entered into the Credit Facility with a bank group (the “Bank Lenders”) providing a $117.5 million revolving loan commitment and letter of credit subfacility. Also on February 7, 2008, we entered into a Loan Agreement with an insurance company (the “Mortgage Lender”) providing us with two term loans, one in the amount of $36.0 million (“Tranche A”) and the other in the amount of $9.0 million (“Tranche B”), for an aggregate amount of $45.0 million (the “Mortgage Facility”).

The Credit Facility, as most recently amended in July 2017, is secured by substantially all of our assets other than machinery and equipment, real property, and fixtures and matures on July 7, 2021. The Mortgage Facility is secured by mortgages on essentially all of our owned real property located in Elgin, Illinois, Gustine, California and Garysburg, North Carolina (the “Encumbered Properties”).

Credit Facility

At our election, borrowings under the Credit Facility currently accrue interest at either (i) a rate determined pursuant to the administrative agent’s prime rate plus an applicable margin determined by reference to the amount of loans which may be advanced under the borrowing base calculation, ranging from 0.25% to 0.75% or (ii) a rate based upon the London interbank offered rate (“LIBOR”) plus an applicable margin based upon the borrowing base calculation, ranging from 1.25% to 1.75%.

At September 28, 2017, the weighted average interest rate for the Credit Facility was 3.0%. The terms of the Credit Facility contain covenants that, among other things, require us to restrict investments, indebtedness, acquisitions and certain sales of assets and limit annual cash dividends or distributions, transactions with affiliates, redemptions of capital stock and prepayment of indebtedness (if such prepayment, among other things, is of a subordinate debt). If loan availability under the borrowing base calculation falls below $25.0 million, we will be required to maintain a specified fixed charge coverage ratio, tested on a monthly basis, until loan availability equals or exceeds $25.0 million for three consecutive months. All cash received from customers is required to be applied against the Credit Facility. The Bank Lenders have the option to accelerate and demand immediate repayment of our obligations under the Credit Facility in the event of default on the payments required under the Credit Facility, a change in control in the ownership of the Company, non-compliance with the financial covenant or upon the occurrence of other defaults by us under the Credit Facility (including a default under the Mortgage Facility). As of September 28, 2017, we were in compliance with all covenants under the Credit Facility and we currently expect to be in compliance with the financial covenant in the Credit Facility for the foreseeable future. At September 28, 2017, we had $77.4 million of available credit under the Credit Facility. If this entire amount were borrowed at September 28, 2017, we would still be in compliance with all restrictive covenants under the Credit Facility.

 

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Mortgage Facility

We are subject to interest rate resets for each of Tranche A and Tranche B. Specifically, on March 1, 2018 (the “Tranche A Reset Date” and the “Tranche B reset Date”) and every two years thereafter, the Mortgage Lender may reset the interest rates for each of Tranche A and Tranche B, respectively, in its sole and absolute discretion. If the reset interest rate for Tranche A is unacceptable to us and we (i) do not have sufficient funds to repay the amount due with respect to Tranche A on the Tranche A Reset Date, or (ii) are unable to refinance the amount due with respect to Tranche A on the Tranche A Reset Date, on terms more favorable than the reset interest rate, then, depending on the extent of the changes in the reset interest rate, our interest expense would increase.

The Mortgage Facility matures on March 1, 2023. Tranche A under the Mortgage Facility accrues interest at a fixed interest rate of 7.63% per annum, payable monthly. As mentioned above, such interest rate may be reset by the Mortgage Lender on the Tranche A Reset Date. Monthly principal payments in the amount of $0.2 million commenced on June 1, 2008. Tranche B under the Mortgage Facility accrues interest, as reset on March 1, 2016, at a floating rate of the greater of (i) one month LIBOR plus 3.50% per annum or (ii) 4.25%, payable monthly (the “Floating Rate”). The margin on such Floating Rate may be reset by the Mortgage Lender on each Tranche B Reset Date; provided, however, that the Mortgage Lender may also change the underlying index on each Tranche B Reset Date occurring on or after March 1, 2018. Monthly principal payments in the amount of $0.1 million commenced on June 1, 2008. We do not currently anticipate that any change in the Floating Rate or the underlying index will have a material adverse effect upon our business, financial condition or results of operations.

The terms of the Mortgage Facility contain covenants that require us to maintain a specified net worth of $110.0 million and maintain the Encumbered Properties. The Mortgage Lender is entitled to require immediate repayment of our obligations under the Mortgage Facility in the event we default in the payments required under the Mortgage Facility, non-compliance with the covenants or upon the occurrence of certain other defaults by us under the Mortgage Facility. As of September 28, 2017, we were in compliance with all covenants under the Mortgage Facility.

Selma Property

In September 2006, we sold our Selma, Texas properties (the “Selma Properties”) to two related party partnerships for $14.3 million and are leasing them back. The selling price was determined by an independent appraiser to be the fair market value which also approximated our carrying value. The lease for the Selma Properties has a ten-year term at a fair market value rent with three five-year renewal options. In September 2015, we exercised two of the five-year renewal options which extended the lease term to September 2026. The lease extension also reduced the monthly lease payment on the Selma Properties, beginning in September 2016, to reflect then current market conditions. One five-year renewal option remains. Also, we have an option to purchase the Selma Properties from the owner at 95% (100% in certain circumstances) of the then fair market value, but not less than the original $14.3 million purchase price. The provisions of the arrangement are not eligible for sale-leaseback accounting and the $14.3 million was recorded as a debt obligation. No gain or loss was recorded on the Selma Properties transaction. As of September 28, 2017, $10.9 million of the debt obligation was outstanding.

Critical Accounting Policies and Estimates

For information regarding our Critical Accounting Policies and Estimates, see the “Critical Accounting Policies and Estimates” section of “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K for the fiscal year ended June 29, 2017.

Recent Accounting Pronouncements

Refer to Note 11 – “Recent Accounting Pronouncements” of the Notes to Consolidated Financial Statements, contained in Part I, Item 1 of this form 10-Q, for a discussion of recently issued and adopted accounting pronouncements.

 

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FORWARD LOOKING STATEMENTS

Some of the statements in this report are forward-looking (including statements concerning our expectations regarding market risk and the impact of the purchasing decisions of major customers). These forward-looking statements may be generally identified by the use of forward-looking words and phrases such as “will”, “intends”, “may”, “believes”, “anticipates”, “should” and “expects” and are based on the Company’s current expectations or beliefs concerning future events and involve risks and uncertainties. Consequently, the Company’s actual results could differ materially. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events or other factors that affect the subject of these statements, except where expressly required to do so by law. Among the factors that could cause results to differ materially from current expectations are: (i) the risks associated with our vertically integrated model with respect to pecans, peanuts and walnuts; (ii) sales activity for the Company’s products, such as a decline in sales (of branded products, private label products or otherwise) to one or more key customers, a change in product mix to lower price products, a decline in sales of private brand products or changing consumer preferences, including a shift from higher margin products to lower margin products; (iii) changes in the availability and costs of raw materials and the impact of fixed price commitments with customers; (iv) the ability to pass on price increases to customers if commodity costs rise and the potential for a negative impact on demand for, and sales of, our products from price increases; (v) the ability to measure and estimate bulk inventory, fluctuations in the value and quantity of the Company’s nut inventories due to fluctuations in the market prices of nuts and bulk inventory estimation adjustments, respectively; (vi) the Company’s ability to appropriately respond to, or lessen the negative impact of, competitive and pricing pressures; (vii) losses associated with product recalls, product contamination, food labeling or other food safety issues, or the potential for lost sales or product liability if customers lose confidence in the safety of the Company’s products or in nuts or nut products in general, or are harmed as a result of using the Company’s products; (viii) the ability of the Company to control expenses, such as compensation, medical and administrative expense; (ix) the potential negative impact of government regulations and laws and regulations pertaining to food safety, such as the Food Safety Modernization Act; (x) uncertainty in economic conditions, including the potential for economic downturn; (xi) the timing and occurrence (or nonoccurrence) of other transactions and events which may be subject to circumstances beyond the Company’s control; (xii) the adverse effect of labor unrest or disputes, litigation and/or legal settlements, including potential unfavorable outcomes exceeding any amounts accrued; (xiii) losses due to significant disruptions at any of our production or processing facilities; (xiv) the ability to implement our Strategic Plan, including growing our branded and private brand product sales and expanding into alternative sales channels; (xv) technology disruptions or failures; (xvi) the inability to protect the Company’s brand value, intellectual property or avoid intellectual property disputes; (xvii) the Company’s ability to manage successfully the price gap between its private brand products and those of its branded competitors; and (xiii) potential increased industry-specific regulation pending the U.S. Food and Drug Administration assessment of the risk of Salmonella contamination associated with tree nuts.

 

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

There has been no material change in our assessment of our sensitivity to market risk since our presentation set forth in Part I - Item 7A “Quantitative and Qualitative Disclosures About Market Risk,” in our Annual Report on Form 10-K for the fiscal year ended June 29, 2017.

Item 4. Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of September 28, 2017. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of September 28, 2017, the Company’s disclosure controls and procedures were effective.

In connection with the evaluation by our management, including our Chief Executive Officer and Chief Financial Officer, there were no changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the quarter ended September 28, 2017 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

 

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings

For a discussion of legal proceedings, see Note 9 – “Commitments and Contingent Liabilities” in Part I, Item 1 of this Form 10-Q.

Item 1A. Risk Factors

In addition to the other information set forth in this report on Form 10-Q, you should also consider the factors, risks and uncertainties which could materially affect our Company’s business, financial condition or future results as discussed in Part I, Item 1A – “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended June 29, 2017. There were no significant changes to the risk factors identified on the Form 10-K for the fiscal year ended June 29, 2017 during the first quarter of fiscal 2018.

See Part I, Item 2 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” in this Form 10-Q, and see Part II, Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 29, 2017.

Item 6. Exhibits

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

 

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EXHIBIT INDEX

(Pursuant to Item 601 of Regulation S-K)

 

Exhibit No.		Description
3.1		Restated Certificate of Incorporation of the Company (incorporated by reference from Exhibit 3.1 to the Form 10-Q for the quarter ended March 24, 2005)
3.2		Amended and Restated Bylaws of the Company (incorporated by reference from Exhibit 3.2 to the Form 10-K for the fiscal year ended June  25, 2015)
*10.1		1998 Equity Incentive Plan (incorporated by reference from Exhibit 10 to the Form 10-Q for the quarter ended September 24, 1998)
*10.2		First Amendment to the 1998 Equity Incentive Plan (incorporated by reference from Exhibit 10.35 to the Form 10-Q for the quarter ended December 28, 2000)
*10.3		Form of Option Grant Agreement under the 1998 Equity Incentive Plan (incorporated by reference from Exhibit 10.57 to the Form 10-K for the fiscal year ended June 30, 2005)
*10.4		Amended and Restated John B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement Number Two among Michael J.  Valentine, as trustee of the Valentine Life Insurance Trust, Mathias Valentine, Mary Valentine and the Company, dated December 31, 2003 (incorporated by reference from Exhibit 10.35 to the Form 10-Q for the quarter ended December 25, 2003)
*10.5		Amendment, dated February 12, 2004, to Amended and Restated John B. Sanfilippo  & Son, Inc. Split-Dollar Insurance Agreement Number Two among Michael J. Valentine, as trustee of the Valentine Life Insurance Trust, Mathias Valentine, Mary Valentine and the Company, dated December  31, 2003 (incorporated by reference from Exhibit 10.47 to the Form 10-Q for the quarter ended March 25, 2004)
*10.6		Restated Supplemental Retirement Plan (incorporated by reference from Exhibit 10.16 to the Form 10-K for the fiscal year ended June  28, 2007
*10.7		2008 Equity Incentive Plan, as amended (incorporated by reference from Exhibit 10.24 to the Form 10-K for the fiscal year ended June  28, 2012)
*10.8		Form of Employee Restricted Stock Unit Award Agreement under 2008 Equity Incentive Plan (incorporated by reference from Exhibit 10.1 to the Form 8-K filed on November 12, 2009)
*10.9		Form of Non-Employee Director Restricted Stock Unit Award Agreement under 2008 Equity Incentive Plan (incorporated by reference from Exhibit 10.1 to the Form 8-K filed on November 8, 2010)

 

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Exhibit No.		Description
*10.10		Form of Indemnification Agreement (incorporated by reference from Exhibit 10.01 to the Form 8-K filed on May 5, 2009)
*10.11		2014 Omnibus Incentive Plan (incorporated by reference from Exhibit 4.1 to the Registration Statement on Form S-8 filed on October  28, 2014)
*10.12		Amendment No.  1 to the 2014 Omnibus Incentive Plan (incorporated by reference from Exhibit 10.12 to the Form 10-K for the year ended June 30, 2016)
*10.13		Form of Non-Employee Director Restricted Stock Unit Award Agreement (non-deferral) under 2014 Omnibus Plan (fiscal 2015 awards cycle) (incorporated by reference from Exhibit 10.35 to the Form 10-Q for the quarter ended September 25, 2014)
*10.14		Form of Non-Employee Director Restricted Stock Unit Award Agreement (deferral) under 2014 Omnibus Plan (fiscal 2015 awards cycle) (incorporated by reference from Exhibit 10.36 to the Form 10-Q for the quarter ended September 25, 2014)
*10.15		Form of Employee Restricted Stock Unit Award Agreement under 2014 Omnibus Plan (fiscal 2015  awards cycle) (incorporated by reference from Exhibit 10.37 to the Form 10-Q for the quarter ended September 25, 2014)
*10.16		Form of Non-Employee Director Restricted Stock Unit Award Agreement (non-deferral) under 2014 Omnibus Plan (fiscal 2016 and 2017 awards cycle) (incorporated by reference from Exhibit 10.38 to the Form 10-Q for the quarter ended December 24, 2015)
*10.17		Form of Non-Employee Director Restricted Stock Unit Award Agreement (deferral) under 2014 Omnibus Plan (fiscal 2016 and 2017 awards cycle) (incorporated by reference from Exhibit 10.39 to the Form 10-Q for the quarter ended December 24, 2015)
*10.18		Form of Employee Restricted Stock Unit Award Agreement under 2014 Omnibus Plan (fiscal 2016 awards cycle) (incorporated by reference from Exhibit 10.40 to the Form 10-Q for the quarter ended December 24, 2015)
*10.19		Form of Employee Restricted Stock Unit Award Agreement under 2014 Omnibus Plan (fiscal 2017 awards cycle) (incorporated by reference from Exhibit 10.19 to the Form 10-Q for the quarter ended December 26, 2016)

 

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Exhibit No.		Description
*10.20		Retirement Agreement and General Release with Walter “Bobby” Tankersley, effective August  25, 2016 (incorporated by reference from Exhibit 10.19 to the Form 10-K for the year ended June 30, 2016)
*10.21		Amended and Restated Sanfilippo Value Added Plan, dated August  20, 2015 (incorporated by reference from Exhibit 10.11 to the Form 10-K for the year ended June 25, 2015)
10.22		Credit Agreement, dated as of February  7, 2008, by and among the Company, the financial institutions named therein as lenders, Wells Fargo Foothill, LLC (“WFF”), as the arranger and administrative agent for the lenders, and Wachovia Capital Finance Corporation (Central), in its capacity as documentation agent (incorporated by reference from Exhibit 10.1 to the Form 8-K filed on February 8, 2008)
10.23		Security Agreement, dated as of February  7, 2008, by the Company in favor of WFF, as administrative agent for the Lenders (incorporated by reference from Exhibit 10.2 to the Form 8-K filed on February 8, 2008)
10.24		Loan Agreement, dated as of February  7, 2008, by and between the Company and Transamerica Financial Life Insurance Company (“TFLIC”) (incorporated by reference from Exhibit 10.3 to the Form 8-K filed on February 8, 2008)
10.25		First Amendment to Credit Agreement, dated as of March  8, 2010, by and among the Company, Wells Fargo Capital Finance, LLC (f/k/a WFF), as a lender and administrative agent and Burdale Financial Limited, as a lender (incorporated by reference from Exhibit 10.19 to the Form 10-K filed on August  23, 2017)
10.26		Second Amendment to Credit Agreement, dated as of July  15, 2011, by and among the Company, Wells Fargo Capital Finance, LLC (f/k/a WFF), as a lender and administrative agent, and Southwest Georgia Farm Credit, ACA for itself and as agent/nominee for Southwest Georgia Farm Credit, FLCA, as a lender (incorporated by reference from Exhibit 10.1 to the Form 8-K filed on July 18, 2011)
10.27		Third Amendment to Credit Agreement, dated as of October  31, 2011, by and among the Company, Wells Fargo Capital Finance, LLC (f/k/a WFF), as a lender and administrative agent, and Southwest Georgia Farm Credit, ACA, for itself and as agent/nominee for Southwest Georgia Farm Credit, FLCA, as a lender (incorporated by reference from Exhibit 10.34 to the Form 10-Q for the quarter ended September 29, 2011)

 

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Exhibit No.		Description
10.28		Consent and Fourth Amendment to Credit Agreement, dated as of January  22, 2013, by and among the Company, Wells Fargo Capital Finance, LLC (f/k/a WFF), as a lender and administrative agent, and Southwest Georgia Farm Credit, ACA, for itself and as agent/nominee for Southwest Georgia Farm Credit, FLCA, as a lender (incorporated by reference from Exhibit 99.1 to the Form 8-K filed on February 4, 2013)
10.29		Consent and Fifth Amendment to Credit Agreement, dated as of December  16, 2013, by and among the Company, Wells Fargo Capital Finance, LLC (f/k/a WFF), as a lender and administrative agent, and Southwest Georgia Farm Credit, ACA, for itself and as agent/nominee for Southwest Georgia Farm Credit, FLCA, as a lender (incorporated by reference from Exhibit 99.1 to the Form 8-K filed on December 17, 2013)
10.30		Sixth Amendment to Credit Agreement, dated as of September  30, 2014, by and among the Company, Wells Fargo Capital Finance, LLC (f/k/a WFF), as a lender and administrative agent, and Southwest Georgia Farm Credit, ACA, as lender. (incorporated by reference from Exhibit 10.1 to the Form 8-K filed on October 3, 2014)
10.31		Seventh Amendment to Credit Agreement, dated as of July 7, 2016, by and among John B. Sanfilippo  & Son, Inc., Wells Fargo Capital Finance, LLC (f/k/a WFF), as a lender and the administrative agent, and Southwest Georgia Farm Credit, ACA, as a lender. (incorporated by reference from Exhibit 99.2 to the Form 8-K filed on July 7, 2016)
10.32		Eighth Amendment to Credit Agreement, dated as of July 7, 2017, by and among John B. Sanfilippo  & Son, Inc., Wells Fargo Capital Finance, LLC (f/k/a WFF), as a lender and the administrative agent, and Southwest Georgia Farm Credit, ACA, as a lender. (incorporated by reference from Exhibit 99.1 to the Form 8-K filed on July 11, 2017)
10.33		First Amendment to Security Agreement, dated as of September  30, 2014, by the Company in favor of Wells Fargo Capital Finance, LLC (f/k/a WFF), as administrative agent for the lenders (incorporated by reference from Exhibit 10.2 to the Form 8-K filed on October 3, 2014)
31.1		Certification of Jeffrey T. 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)

 

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Exhibit No.		Description
32.1		Certification of Jeffrey T. Sanfilippo pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended (furnished 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, as amended (furnished herewith)
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

 

*	Indicates a management contract or compensatory plan or arrangement

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on November 2, 2017.

 

 

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