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 December 28, 2000
[ ] Transition Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from to
----------- -----------
Commission file number 0-19681
JOHN B. SANFILIPPO & SON, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-2419677
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
2299 Busse Road
Elk Grove Village, Illinois 60007
(Address of Principal Executive Offices)
Registrant's telephone number, including area code
(847) 593-2300
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
----- -----
As of February 7, 2001, 5,461,139 shares of the Registrant's Common
Stock, $.01 par value per share, excluding 117,900 treasury shares, and
3,687,426 shares of the Registrant's Class A Common Stock, $.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:
Consolidated Statements of Operations for the quarters
and twenty-six weeks ended December 28, 2000 and
December 23, 1999 3
Consolidated Balance Sheets as of December 28, 2000
and June 29, 2000 4
Consolidated Statements of Cash Flows for the twenty-six
weeks ended December 28, 2000 and December 23, 1999 5
Notes to Consolidated Financial Statements 6
Item 2 -- Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
Item 3 -- Quantitative and Qualitative Disclosures About
Market Risk 13
PART II. OTHER INFORMATION
- ---------------------------
Item 2 -- Changes in Securities 14
Item 4 -- Submission of Matters to a Vote of Security Holders 14
Item 6 -- Exhibits and Reports on Form 8-K 14
SIGNATURE 15
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EXHIBIT INDEX 16
- -------------
OMITTED FINANCIAL STATEMENTS
- ----------------------------
None
PART I. FINANCIAL INFORMATION
Item 1 -- Financial Statements
- ------------------------------
JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except earnings per share)
For the Quarter Ended For the Twenty-six Weeks Ended
-------------------------- ------------------------------
December 28, December 23, December 28, December 23,
2000 1999 2000 1999
------------ ------------ ------------ ------------
Net sales $115,337 $124,030 $202,520 $203,554
Cost of sales 93,712 100,505 166,525 167,480
------------ ------------ ------------ ------------
Gross profit 21,625 23,525 35,995 36,074
------------ ------------ ------------ ------------
Selling expenses 9,263 11,604 17,397 19,652
Administrative expenses 2,443 2,667 4,673 4,390
------------ ------------ ------------ ------------
11,706 14,271 22,070 24,042
------------ ------------ ------------ ------------
Income from operations 9,919 9,254 13,925 12,032
------------ ------------ ------------ ------------
Other income (expense):
Interest expense (2,091) (1,823) (4,164) (3,709)
Rental income 128 144 276 287
Miscellaneous 3 50 7 83
------------ ------------ ------------ ------------
(1,960) (1,629) (3,881) (3,339)
------------ ------------ ------------ ------------
Income before income taxes 7,959 7,625 10,044 8,693
Income tax expense 3,183 3,050 4,017 3,477
------------ ------------ ------------ ------------
Net income and comprehensive
income $ 4,776 $ 4,575 $ 6,027 $ 5,216
============ ============ ============ ============
Basic and diluted earnings
per common share $ 0.52 $ 0.50 $ 0.66 $ 0.57
============ ============ ============ ============
The accompanying notes are an integral part of these financial statements.
JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands)
December 28, June 29,
2000 2000
------------ ---------
ASSETS
CURRENT ASSETS:
Cash $ 2,374 $ 1,113
Accounts receivable, net 31,322 24,068
Inventories 131,294 105,760
Deferred income taxes 910 910
Prepaid expenses and other
current assets 2,108 2,708
------------ ---------
TOTAL CURRENT ASSETS 168,008 134,559
------------ ---------
PROPERTIES:
Buildings 55,674 55,462
Machinery and equipment 80,368 77,108
Furniture and leasehold improvements 5,367 5,175
Vehicles 4,158 4,163
Construction in progress 472 --
------------ ---------
146,039 141,908
Less: Accumulated depreciation 77,663 74,039
------------ ---------
68,376 67,869
Land 1,892 1,892
------------ ---------
70,268 69,761
------------ ---------
OTHER ASSETS:
Goodwill and other intangibles 5,722 6,129
Miscellaneous 5,058 5,364
------------ ---------
10,780 11,493
------------ ---------
$249,056 $215,813
============ =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable $ 50,773 $ 41,874
Current maturities of long-term debt 5,704 5,702
Accounts payable 31,808 11,851
Drafts payable 6,137 5,747
Accrued expenses 8,375 8,756
Income taxes payable 2,249 461
------------ ---------
TOTAL CURRENT LIABILITIES 105,046 74,391
------------ ---------
LONG-TERM DEBT 48,340 51,779
------------ ---------
LONG-TERM DEFERRED INCOME TAXES 2,892 2,892
------------ ---------
STOCKHOLDERS' EQUITY
Class A Common Stock, cumulative
voting rights of ten votes per
share, $.01 par value; 10,000,000
shares authorized, 3,687,426
issued and outstanding 37 37
Common Stock, non-cumulative voting
rights of one vote per share, $.01
par value; 10,000,000 shares
authorized, 5,461,139
issued and outstanding 56 56
Capital in excess of par value 57,196 57,196
Retained earnings 36,693 30,666
Treasury stock (1,204) (1,204)
------------ ---------
92,778 86,751
------------ ---------
$249,056 $215,813
============ =========
The accompanying notes are an integral part of these financial statements.
JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
For the Twenty-six Weeks Ended
--------------------------------------
December 28, 2000 December 23, 1999
----------------- -----------------
Cash flows from operating activities:
Net income $ 6,027 $ 5,216
Adjustments:
Depreciation and amortization 4,204 4,001
Gain on disposition of properties (6) (58)
Change in current assets and
current liabilities:
Accounts receivable, net (7,254) (6,599)
Inventories (25,534) (5,101)
Prepaid expenses and other
current assets 600 268
Accounts payable 19,957 15,458
Drafts payable 390 2,874
Accrued expenses (381) 2,658
Income taxes payable/receivable 1,788 2,835
----------------- -----------------
Net cash (used in) provided by
operating activities (209) 21,552
----------------- -----------------
Cash flows from investing activities:
Acquisition of properties (4,151) (2,081)
Proceeds from disposition of properties 6 61
Other 153 1,012
----------------- -----------------
Net cash used in investing activities (3,992) (1,008)
----------------- -----------------
Cash flows from financing activities:
Net borrowings (repayments) on
notes payable 8,899 (16,433)
Principal payments on long-term debt (3,437) (3,490)
----------------- -----------------
Net cash provided by (used in)
financing activities 5,462 (19,923)
----------------- -----------------
Net increase in cash 1,261 621
Cash:
Beginning of period 1,113 1,393
----------------- -----------------
End of period $ 2,374 $ 2,014
================= =================
Supplemental disclosures:
Interest paid $ 4,022 $ 3,625
Taxes paid 2,229 771
The accompanying notes are an integral part of these financial statements.
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 (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). The fiscal year ending June 28, 2001 will
consist of fifty-two weeks, whereas the fiscal year ended June 29,
2000 consisted of fifty-three weeks.
Note 2 - Inventories
- --------------------
Inventories are stated at the lower of cost (first in, first out) or
market. Inventories consist of the following:
December 28, June 29,
2000 2000
------------ --------
Raw material and supplies $ 78,113 $ 56,755
Work-in-process and finished goods 53,181 49,005
------------ --------
$131,294 $105,760
============ ========
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 December 28, 2000
---------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Net Income $4,776
Basic Earnings Per Share
Income available to common
stockholders $4,776 9,148,565 $0.52
Effect of Dilutive Securities
Stock options 257
Diluted Earnings Per Common Share
Income available to common
stockholders $4,776 9,148,822 $0.52
=========== ============= =========
For the Quarter Ended December 23, 1999
---------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Net Income $4,575
Basic Earnings Per Share
Income available to common
stockholders $4,575 9,148,565 $0.50
Effect of Dilutive Securities
Stock options --
Diluted Earnings Per Common Share
Income available to common
stockholders $4,575 9,148,565 $0.50
=========== ============= =========
For the Twenty-six Weeks Ended
December 28, 2000
-------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Net Income $6,027
Basic Earnings Per Share
Income available to common
stockholders $6,027 9,148,565 $0.66
Effect of Dilutive Securities
Stock options 135
Diluted Earnings Per Common Share
Income available to common
stockholders $6,027 9,148,700 $0.66
=========== ============= =========
For the Twenty-six Weeks Ended
December 23, 1999
-------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Net Income $5,216
Basic Earnings Per Share
Income available to common
stockholders $5,216 9,148,565 $0.57
Effect of Dilutive Securities
Stock options 43
Diluted Earnings Per Common Share
Income available to common
stockholders $5,216 9,148,608 $0.57
=========== ============= =========
The following table summarizes the weighted-average number of options
which were outstanding for the periods presented but were not included
in the computation of diluted earnings per share because the exercise
prices of the options were greater than the average market price of the
common shares for the period:
Weighted-Average
Number of Options Exercise Price
----------------- ----------------
Quarter Ended December 28, 2000 465,404 $7.88
Quarter Ended December 23, 1999 360,900 $9.40
Twenty-six Weeks Ended December 28, 2000 469,610 $7.89
Twenty-six Weeks Ended December 23, 1999 351,922 $9.37
Note 4 - Recent Accounting Pronouncements
- -----------------------------------------
Statement of Financial Accounting Standards ("SFAS") No. 133,
"Accounting for Derivative Instruments and Hedging Activities," as
amended by SFAS No. 137, "Accounting for Derivative Instruments and
Hedging Activities -- Deferral of the Effective Date of FASB Statement
No. 133 and SFAS No. 138", "Accounting for Certain Derivative
Instruments and Certain Hedging Activities", is effective for fiscal
2001. SFAS No. 133 requires that all derivative instruments be recorded
on the balance sheet at fair value. The accounting for changes in the
fair value of a derivative depends on the use of the derivative. Based
on the Company's current portfolio, the adoption of this statement did
not have a material effect on the Company's results of operations,
financial condition or cash flows for the first twenty-six weeks of
fiscal 2001, and, due to the nature of the Company's business, is not
expected to have a material effect in the foreseeable future.
Note 5 - 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
29, 2000 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
2000 Annual Report to Stockholders for the year ended June 29, 2000.
Item 2
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 December 28, 2000,
the Company's inventories totaled approximately $131.3 million compared
to approximately $105.8 million at June 29, 2000, and approximately
$94.1 million at December 23, 1999. The increase in inventories at
December 28, 2000 when compared to December 23, 1999 is primarily due to
increased levels of pecans on hand. The great majority of purchases for
the 2000 crop year occurred in the second quarter of fiscal 2001 whereas
the majority of 1999 crop year purchases occurred in the third quarter
of fiscal 2000. An increase in the cost of pecans for the 2000 crop year
when compared to the 1999 crop year is also responsible for a portion of
the overall increase in inventories. The increase in inventories at
December 28, 2000 as compared to June 29, 2000 is primarily responsible
for the increase in notes payable and accounts payable at December 28,
2000 as compared to June 29, 2000. See "Factors That May Affect Future
Results -- Availability of Raw Materials and Market Price Fluctuations."
The Company's fiscal year ends on the last Thursday of June each year,
and references herein to "fiscal" years are to the fiscal years ended in
the indicated calendar year (for example, "fiscal 2001" refers to the
Company's fiscal year ending June 28, 2001). The Company's fiscal year
typically consists of fifty-two weeks (four thirteen week quarters).
Fiscal 2001 will consist of fifty-two weeks, whereas fiscal 2000
consisted of fifty-three weeks, as the fourth quarter of fiscal 2000
consisted of fourteen, rather than thirteen, weeks.
Results of Operations
- ---------------------
Net Sales. Net sales decreased from approximately $124.0 million for
the second quarter of fiscal 2000 to approximately $115.3 million for
the second quarter of fiscal 2001, a decrease of approximately $8.7
million, or 7.0%. The decrease was due primarily to lower unit volume
sales to retail customers. Net sales decreased from approximately
$203.6 million for the twenty-six weeks ended December 23, 1999 to
approximately $202.5 million for the twenty-six weeks ended December 28,
2000, a decrease of approximately $1.0 million or 0.5%. Declines in
unit volume sales to retail customers, partially offset by higher unit
volume sales to the Company's industrial and contract packaging
customers, were responsible for the twenty-six week period decrease.
Gross Profit. Gross profit for the second quarter of fiscal 2001
decreased approximately 8.1% to approximately $21.6 million from
approximately $23.5 million for the second quarter of fiscal 2000.
Gross profit margin decreased from approximately 19.0% for the second
quarter of fiscal 2000 to approximately 18.7% for the second quarter of
fiscal 2001. The decrease in gross profit margin for the second quarter
of fiscal 2001 was due primarily to the fluctuation in sales mix, as
sales to industrial and contract packaging customers generally carry
lower margins than sales to retail customers. Gross profit and gross
profit margin for the second quarter of fiscal 2000 were also impacted
slightly by a reduction in a contingency reserve to a proposed
settlement amount. Gross profit for the twenty-six weeks ended December
28, 2000 of approximately $36.0 million compared to approximately $36.1
million for the twenty-six weeks ended December 23, 1999. Gross profit
margin of approximately 17.8% for the twenty-six weeks ended December
28, 2000 is relatively unchanged from 17.7% for fiscal 2000.
Selling and Administrative Expenses. Selling and administrative
expenses as a percentage of net sales decreased from approximately 11.5%
for the second quarter of fiscal 2000 to approximately 10.1% for the
second quarter of fiscal 2001. Selling and administrative expenses as a
percentage of net sales decreased from approximately 11.5% for the
twenty-six weeks ended December 23, 1999 to approximately 10.9% for the
twenty-six weeks ended December 28, 2000. Selling expenses as a
percentage of net sales decreased from approximately 9.4% for the second
quarter of fiscal 2000 to approximately 8.0% for the second quarter of
fiscal 2001. Selling expenses as a percentage of net sales decreased
from 9.7% of net sales for the twenty-six weeks ended December 23, 1999
to approximately 8.6% of net sales for the twenty-six weeks ended
December 28, 2000. The decrease, for both the quarterly and twenty-six
week periods, was due primarily to lower promotional expense due to the
decline in sales to retail customers. Administrative expenses as a
percentage of net sales remained relatively constant for both the
quarterly and twenty-six week periods. Administrative expenses were
approximately 2.1% of net sales for the second quarter of fiscal 2001
versus approximately 2.2% of net sales for the second quarter of fiscal
2000. Administrative expenses were 2.3% of net sales for the twenty-six
weeks ended December 28, 2000 versus approximately 2.2% for the
comparable period of fiscal 2000.
Income from Operations. Due to the factors discussed above, income from
operations increased from approximately $9.3 million, or 7.5% of net
sales, for the second quarter of fiscal 2000, to approximately $9.9
million, or 8.6% of net sales, for the second quarter of fiscal 2001.
For the twenty-six weeks ended December 28, 2000, income from operations
increased to approximately $13.9 million, or 6.9% of net sales, from
approximately $12.0 million, or 5.9% of net sales, for the twenty-six
weeks ended December 23, 1999.
Interest Expense. Interest expense increased from approximately $1.8
million for the second quarter of fiscal 2000 to approximately $2.1
million for the second quarter of fiscal 2001. For the twenty-six weeks
ended December 28, 2000, interest expense was approximately $4.2
million, compared to approximately $3.7 million for the twenty-six weeks
ended December 23, 1999. The increases in interest expense, for both
the quarterly and twenty-six week periods, was due primarily to higher
average levels of borrowings due to the higher levels of inventories and
higher interest rates associated with the Bank Credit Facility, as
defined below.
Income Taxes. Income tax expense was approximately $3.2 million, or
40.0% of income before income taxes, for the second quarter of fiscal
2001, compared to approximately $3.1 million, or 40.0% of income before
income taxes, for the second quarter of fiscal 2000. For the twenty-six
weeks ended December 28, 2000, income tax expense was approximately $4.0
million, or 40.0% of income before income taxes, compared to
approximately $3.5 million, or 40.0% of income before income taxes, for
the twenty-six weeks ended December 23, 1999.
Liquidity and Capital Resources
- -------------------------------
During the second quarter of fiscal 2001, the Company continued to
finance its activities through a bank credit facility (the "Bank Credit
Facility"), $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 (the "Additional Long-Term Financing").
Net cash used in operating activities was approximately $0.2 million for
the first twenty-six weeks of fiscal 2001 compared to cash provided by
operating activities of approximately $21.6 million for the first
twenty-six weeks of fiscal 2000. The decrease in cash provided by
operating activities was due primarily to higher purchases of
inventories in fiscal 2001 when compared to fiscal 2000. During the
first twenty-six weeks of fiscal 2001, the Company spent approximately
$4.2 million in capital expenditures, compared to approximately $2.1
million for the first twenty-six weeks of fiscal 2000. This increase
was due primarily to the addition of processing lines at the Company's
facilities and the beginning of the expansion of the Company's walnut
shelling operations at its Gustine, California facility. During the
first twenty-six weeks of fiscal 2001, the Company repaid approximately
$3.4 million of long-term debt, compared to approximately $3.5 million
for the first twenty-six weeks of fiscal 2000.
The Bank Credit Facility is comprised of (i) a working capital revolving
loan, which provides for working capital financing of up to
approximately $62.3 million, in the aggregate, and matures on May 31,
2003, and (ii) a letter of credit of approximately $7.7 million to
secure the industrial development bonds, which matures on June 1, 2002.
Borrowings under the working capital revolving loan accrue interest at a
rate (the weighted average of which was 7.91% at December 28, 2000)
determined pursuant to a formula based on the agent bank's quoted rate
and the Eurodollar Interbank rate.
Of the total $35.0 million of borrowings under the Long-Term Financing
Facility, $25.0 million matures on August 15, 2004, bears interest rates
ranging from 7.34% to 9.18% per annum payable quarterly, and requires
equal semi-annual principal installments based on a ten-year
amortization schedule. The remaining $10.0 million of this indebtedness
matures on May 15, 2006, bears interest at the rate of 9.16% per annum
payable quarterly, and requires equal semi-annual principal installments
based on a ten-year amortization schedule. As of December 28, 2000, the
total principal amount outstanding under the Long-Term Financing
Facility was approximately $15.3 million.
The Additional Long-Term Financing has a maturity date of September 1,
2005 and (i) as to $10.0 million of the principal amount thereof, bears
interest at an annual rate of 8.3% payable semiannually and requires
annual principal payments of approximately $1.4 million each through
maturity, and (ii) as to the other $15.0 million of the principal amount
thereof, bears interest at an annual rate of 9.38% payable semiannually
and requires principal payments of $5.0 million each on September 1,
2003 and September 1, 2004, with a final payment of $5.0 million at
maturity on September 1, 2005. As of December 28, 2000, the total
principal amount outstanding under the Additional Long-Term Financing
was approximately $22.1 million.
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 28, 2000, the Company was in compliance with all restrictive
covenants under its financing facilities.
As of December 28, 2000, the Company had approximately $9.3 million of
available credit under the Bank Credit Facility. Approximately $4.2
million was incurred on capital expenditures for the first twenty-six
weeks of fiscal 2001. The Company believes that capital expenditures
for the remainder of fiscal 2001 will be more substantial than in recent
years with the planned expansion of its walnut shelling operations at
the Gustine, California facility. The Company expects to remain in
compliance with all restrictive covenants regarding capital expenditures
under its financing facilities. The Company believes that cash flow
from operating activities and funds available under the Bank Credit
Facility (assuming the Company maintains compliance with the restrictive
covenants under the Bank Credit Facility currently in effect, or, in the
event of any subsequent non-compliance, is able to obtain any necessary
waivers) will be sufficient to meet working capital requirements and
anticipated capital expenditures for the foreseeable future.
Recent Accounting Pronouncements
- --------------------------------
Statement of Financial Accounting Standards ("SFAS") No. 133,
"Accounting for Derivative Instruments and Hedging Activities," as
amended by SFAS No. 137, "Accounting for Derivative Instruments and
Hedging Activities -- Deferral of the Effective Date of FASB Statement
No. 133 and SFAS No. 138", "Accounting for Certain Derivative
Instruments and Certain Hedging Activities", is effective for fiscal
2001. SFAS No. 133 requires that all derivative instruments be recorded
on the balance sheet at fair value. The accounting for changes in the
fair value of a derivative depends on the use of the derivative. Based
on the Company's current portfolio, the adoption of this statement did
not have a material effect on the Company's results of operations,
financial condition or cash flows for the first twenty-six weeks of
fiscal 2001, and, due to the nature of the Company's business, is not
expected to have a material effect in the foreseeable future.
Forward Looking Statements
- --------------------------
The statements contained in this filing which are not historical
(including statements concerning the Company's expectations regarding
market risk) are "forward looking statements". These forward looking
statements, which are generally identified by the use of forward looking
words and phrases such as "intend", "may", "believes" and "expects",
represent the Company's present expectations or beliefs concerning
future events. The Company cautions that such statements are qualified
by important factors, including the factors described below under
"Factors That May Affect Future Results", that could cause actual
results to differ materially from those in the forward looking
statements, as well as the timing and occurrence (or nonoccurrence) of
transactions and events which may be subject to circumstances beyond the
Company's control. Consequently, results actually achieved may differ
materially from the expected results included in these statements.
Factors That May Affect Future Results
- --------------------------------------
(a) 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 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 (which was recently acquired by Philip Morris Companies Inc.
and may be combined with Kraft Foods, Inc.) 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) Federal Regulation of Peanut Prices, Quotas and Poundage Allotments
- -----------------------------------------------------------------------
Peanuts are an important part of the Company's product line.
Approximately 50% of the total poundage of products processed annually
by the Company are peanuts, peanut butter and other products containing
peanuts. The production and marketing of peanuts are regulated by the
USDA under the Agricultural Adjustment Act of 1938 (the "Agricultural
Adjustment Act"). The Agricultural Adjustment Act, and regulations
promulgated thereunder, support the peanut crop by: (i) limiting peanut
imports; (ii) limiting the amount of peanuts that American farmers are
allowed to take to the domestic market each year; and (iii) setting a
minimum price that a sheller must pay for peanuts which may be sold for
domestic consumption. The amount of peanuts that American farmers can
sell each year is determined by the Secretary of Agriculture and is
based upon the prior year's peanut consumption in the United States.
Only peanuts that qualify under the quota may be sold for domestic food
products and seed. The peanut quota for the 2000 crop year is
approximately 1.2 million tons. Peanuts in excess of the quota are
called "additional peanuts" and generally may only be exported or used
domestically for crushing into oil or meal. Current regulations permit
additional peanuts to be domestically processed and exported as finished
goods to any foreign country. The quota support price for the 2000 crop
year is approximately $610 per ton.
The 1996 Farm Bill extended the federal support and subsidy program for
peanuts for seven years. However, there are no assurances that Congress
will not change or eliminate the program prior to its scheduled
expiration. Changes in the federal peanut program could significantly
affect the supply of, and price for, peanuts. While the Company has
successfully operated in a market shaped by the federal peanut program
for many years, the Company believes that it could adapt to a market
without federal regulation if that were to become necessary. However,
the Company has no experience in operating in such a peanut market, and
no assurances can be given that the elimination or modification of the
federal peanut program would not adversely affect the Company's
business. Future changes in import quota limitations or the quota
support price for peanuts at a time when the Company is maintaining a
significant inventory of peanuts or has significant outstanding purchase
commitments could adversely affect the Company's business by lowering
the market value of the peanuts in its inventory or the peanuts which it
is committed to buy. While the Company believes that its ability to use
its raw peanut inventories in its own processing operations gives it
greater protection against these changes than is possessed by certain
competitors whose operations are limited to either shelling or
processing, no assurances can be given that future changes in, or the
elimination of, the federal peanut program or import quotas will not
adversely affect the Company's business.
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.
PART II. OTHER INFORMATION
Item 2 -- Changes in Securities
- -------------------------------
As described above under "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources" under Part I of this report, there are restrictive covenants
under the Company's financing facilities which limit the payment of
dividends, such information which is incorporated herein by reference.
Item 4 -- Submission of Matters to a Vote of Security Holders
- -------------------------------------------------------------
The Company's 2000 Annual Meeting of Stockholders was held on October
26, 2000 for the purpose of (i) electing those directors entitled to be
elected by the holders of the Company's Class A Common Stock, (ii)
electing those directors entitled to be elected by the holders of the
Company's Common Stock, (iii) ratifying the action of the Company's
Board of Directors in appointing PricewaterhouseCoopers LLP as
independent accountants for fiscal 2001, (iv) approving an amendment to
the 1998 Equity Incentive Plan to increase the number of authorized
shares under the plan from 350,000 to 700,000, and (v) transacting such
other business properly brought before the meeting. The meeting
proceeded and (i) the holders of Class A Common Stock elected Jasper B.
Sanfilippo, Mathias A. Valentine, Michael J. Valentine, Jeffrey T.
Sanfilippo and Timothy R. Donovan to serve on the Company's Board of
Directors by a unanimous vote of 3,687,426 votes cast for, representing
100% of the then outstanding shares of Class A Common Stock, (ii) the
holders of Common Stock elected John W. A. Buyers by a vote of 3,423,203
votes cast for and 473,894 votes withheld, (iii) the holders of Common
Stock elected Governor James R. Edgar by a vote of 3,423,203 votes cast
for and 473,894 votes withheld, (iv) the holders of Class A Common Stock
and Common Stock ratified the appointment of PricewaterhouseCoopers LLP
as the Company's independent accountants for fiscal 2001 by a total of
40,754,934 votes cast for ratification, 15,400 votes against
ratification and 1,023 abstentions, and (v) the holders of Class A
Common Stock and Common Stock approved an amendment to the 1998 Equity
Incentive Plan to increase the number of authorized shares under the
plan from 350,000 to 700,000 by a total of 38,768,454 votes cast for
approval, 857,713 votes against approval and 3,406 votes withheld.
Item 6 -- Exhibits and Reports on Form 8-K
- ------------------------------------------
(a) The exhibits filed herewith are listed in the exhibit index that
follows the signature page and immediately precedes the exhibits filed.
(b) Reports on Form 8-K: The following Current Reports on Form 8-K
were filed during the quarter ended December 28, 2000.
(1) On October 5, 2000, the Company reported that as of October 3,
2000, Steven G. Taylor, Executive Vice President, had requested
and been granted an extended leave of absence.
(2) On December 1, 2000, the Company reported that as of November
30, 2000, Gary P. Jensen, Executive Vice President Finance and
Chief Financial Officer was resigning effective December 8, 2000
and that Michael J. Valentine, Senior Vice President and Secretary,
was appointed as interim acting chief financial officer.
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: February 7, 2001 By: /s/ Michael J. Valentine
------------------------
Michael J. Valentine
Chief Financial Officer
and Secretary
EXHIBIT INDEX
Exhibit
Number Description
- ------- -------------------------------------------------------------
2 None
3.1 Restated Certificate of Incorporation of Registrant(2)
3.2 Certificate of Correction to Restated Certificate(2)
3.3 Bylaws of Registrant(1)
4.1 Specimen Common Stock Certificate(3)
4.2 Specimen Class A Common Stock Certificate(3)
4.3 Second Amended and Restated Note Agreement by and between the
Registrant and The Prudential Insurance Company of America
("Prudential") dated January 24, 1997 (the "Long-Term Financing
Facility")(18)
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(19)
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") (20)
4.14 Guaranty Agreement dated as of March 31, 1998 by JBS International,
Inc. ("JBSI") in favor of Prudential(20)
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(23)
4.16 Note Purchase Agreement dated as of August 30, 1995 between the
Registrant and Teachers Insurance and Annuity Association of
America ("Teachers")(15)
4.17 8.30% Senior Note due 2005 in the original principal amount of
$10.0 million dated September 12, 1995 and executed by the
Registrant in favor of Teachers(15)
4.18 9.38% Senior Subordinated Note due 2005 in the original principal
amount of $15.0 million dated September 12, 1995 and executed by
the Registrant in favor of Teachers(15)
4.19 Guaranty Agreement dated as of August 30, 1995 by Sunshine in
favor of Teachers (Senior Notes)(15)
4.20 Guaranty Agreement dated as of August 30, 1995 by Sunshine in
favor of Teachers (Senior Subordinated Notes)(15)
4.21 Amendment, Consent and Waiver dated as of March 27, 1996 by and
among Teachers, Sunshine and the Registrant(17)
4.22 Amendment No. 2 to Note Purchase Agreement dated as of January 24,
1997 by and among Teachers, Sunshine and the Registrant(18)
4.23 Amendment to Note Purchase Agreement dated May 19, 1997 by and
among Teachers, Sunshine and the Registrant(20)
4.24 Amendment No. 3 to Note Purchase Agreement dated as of March 31,
1998 by and among Teachers, Sunshine, Quantz and the Registrant(20)
4.25 Guaranty Agreement dated as of March 31, 1998 by JBSI in favor of
Teachers (Senior Notes)(20)
4.26 Guaranty Agreement dated as of March 31, 1998 by JBSI in favor of
Teachers (Senior Subordinated Notes)(20)
4.27 Amendment and Waiver to Note Purchase Agreement dated February 5,
1999 by and among Teachers, Sunshine, Quantz, JBSI and the
Registrant(23)
4.28 Amendment and Waiver to Note Purchase Agreement dated October 26,
1999 between Teachers and the Registrant(24)
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 dated as of October 1, 1991 between
JesCorp., Inc. and LNB, as Trustee under Trust Agreement dated
March 17, 1989 and known as Trust No. 114243(14)
10.3 Industrial Building Lease (the "Touhy Avenue Lease") dated
November 1, 1985 between Registrant and LNB, as Trustee under Trust
Agreement dated September 20, 1966 and known as Trust No. 34837(11)
10.4 First Amendment to the Touhy Avenue Lease dated June 1, 1987(11)
10.5 Second Amendment to the Touhy Avenue Lease dated December 14,
1990(11)
10.6 Third Amendment to the Touhy Avenue Lease dated September 1,
1991(16)
10.7 Industrial Real Estate Lease (the "Lemon Avenue Lease") dated May 7,
1991 between Registrant, Majestic Realty Co. and Patrician
Associates, Inc.(1)
10.8 First Amendment to the Lemon Avenue Lease dated January 10, 1996(17)
10.9 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)
10.10 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)
10.11 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)
10.12 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)
10.13 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(21)
10.14 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)
10.15 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)
10.16 Secured Promissory Note in the amount of $6,223,321.81 dated
September 29, 1992 executed by Arthur/Busse Limited Partnership in
favor of the Registrant(5)
10.17 Tax Indemnification Agreement between Registrant and certain
Stockholders of Registrant prior to its initial public offering(2)
10.18 Indemnification Agreement between Registrant and certain
Stockholders of Registrant prior to its initial public offering(2)
10.19 The Registrant's 1991 Stock Option Plan(1)
10.20 First Amendment to the Registrant's 1991 Stock Option Plan(4)
10.21 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)
10.22 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)
10.23 Outsource Agreement between the Registrant and Preferred Products,
Inc. dated January 19, 1995 [CONFIDENTIAL TREATMENT REQUESTED](12)
10.24 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)
10.25 The Registrant's 1995 Equity Incentive Plan(13)
10.26 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")(16)
10.27 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 (16)
10.28 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(16)
10.29 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(16)
10.30 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(20)
10.31 Revolving Credit Note in the principal amount of $35.0 million
executed by the Registrant, Sunshine, Quantz and JBSI in favor of
USB, dated as of March 31, 1998(20)
10.32 Revolving Credit Note in the principal amount of $15.0 million
executed by the Registrant, Sunshine, Quantz and JBSI in favor of
KNA, dated as of March 31, 1998(20)
10.33 Revolving Credit Note in the principal amount of $20.0 million
executed by the Registrant, Sunshine, Quantz and JBSI in favor of
LSB, dated as of March 31, 1998(20)
10.34 The Registrant's 1998 Equity Incentive Plan(22)
10.35 First Amendment to the Registrant's 1998 Equity Incentive Plan
10.36 Employment Agreement by and between Sunshine and Steven G. Taylor
dated May 1, 1999(25)
10.37 Second Amendment to Credit Agreement dated May 10, 2000 by and
among the Registrant, JBSI, USB as Agent, LNB and SunTrust Bank,
N.A. (replacing KNA)(26)
11 Not applicable
15 Not applicable
18 Not applicable
19 Not applicable
22-24 Not applicable
99 Not applicable
(1) Incorporated by reference to the Registrant's Registration
Statement on Form S-1, Registration No. 33-43353, as filed with the
Commission on October 15, 1991 (Commission File No. 0-19681).
(2) Incorporated by reference to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1991 (Commission File
No. 0-19681).
(3) Incorporated by reference to the Registrant's Registration
Statement on Form S-1 (Amendment No. 3), Registration No. 33-43353,
as filed with the Commission on November 25, 1991 (Commission File
No. 0-19681).
(4) Incorporated by reference to the Registrant's Quarterly Report on
Form 10-Q for the second quarter ended June 25, 1992 (Commission
File No. 0-19681).
(5) Incorporated by reference to the Registrant's Current Report on
Form 8-K dated September 29, 1992 (Commission File No. 0-19681).
(6) Incorporated by reference to the Registrant's Current Report on
Form 8-K dated January 15, 1993 (Commission File No. 0-19681).
(7) Incorporated by reference to the Registrant's Registration
Statement on Form S-1, Registration No. 33-59366, as filed with the
Commission on March 11, 1993 (Commission File No. 0-19681).
(8) Incorporated by reference to the Registrant's Quarterly Report on
Form 10-Q for the third quarter ended September 30, 1993
(Commission File No. 0-19681).
(9) Incorporated by reference to the Registrant's Current Report on
Form 8-K dated September 15, 1993 (Commission file No. 0-19681).
(10) Incorporated by reference to the Registrant's Current Report and
Form 8-K dated June 23, 1994 (Commission File No. 0-19681).
(11) Incorporated by reference to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1993 (Commission File
No. 0-19681).
(12) Incorporated by reference to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1994 (Commission File
No. 0-19681).
(13) Incorporated by reference to the Registrant's Quarterly Report on
Form 10-Q for the first quarter ended March 30, 1995 (Commission
File No. 0-19681).
(14) Incorporated by reference to the Registrant's Quarterly Report on
Form 10-Q for the second quarter ended June 29, 1995 (Commission
File No. 0-19681).
(15) Incorporated by reference to the Registrant's Current Report on
Form 8-K dated September 12, 1995 (Commission File No. 0-19681).
(16) 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).
(17) 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).
(18) 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).
(19) Incorporated by reference to the Registrant's Current Report on
Form 8-K dated May 21, 1997 (Commission file No. 0-19681).
(20) 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).
(21) 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).
(22) 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).
(23) 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).
(24) 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).
(25) Incorporated by reference to the Registrant's Quarterly Report on
Form 10-Q for the second quarter ended December 23, 1999 (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 29, 2000 (Commission file
No. 0-19681).
John B. Sanfilippo & Son, Inc. will furnish any of the above exhibits to
its stockholders upon written request addressed to the Secretary at the
address given on the cover page of this Form 10-Q. The charge for
furnishing copies of the exhibits is $.25 per page, plus postage.