SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
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(Mark One)
[ X ] Quarterly Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended September 26, 2002
[ ] Transition Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from to
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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
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As of November 6, 2002, 5,466,039 shares of the Registrant's Common
Stock, $0.01 par value per share, excluding 117,900 treasury shares, and
3,687,426 shares of the Registrant's Class A Common Stock, $0.01 par value
per share, were outstanding.
JOHN B. SANFILIPPO & SON, INC.
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INDEX TO FORM 10-Q
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PART I. FINANCIAL INFORMATION PAGE NO.
- ------------------------------ --------
Item 1 -- Consolidated Financial Statements (Unaudited):
Consolidated Statements of Operations for the quarters ended
September 26, 2002 and September 27, 2001 3
Consolidated Balance Sheets as of September 26, 2002
and June 27, 2002 4
Consolidated Statements of Cash Flows for the quarters ended
September 26, 2002 and September 27, 2001 5
Notes to Consolidated Financial Statements 6
Item 2 -- Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
Item 3 -- Quantitative and Qualitative Disclosures About
Market Risk 14
Item 4 -- Controls and Procedures 14
PART II. OTHER INFORMATION
- ---------------------------
Item 2 -- Changes in Securities 15
Item 6 -- Exhibits and Reports on Form 8-K 15
SIGNATURE 16
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CERTIFICATIONS 17
- --------------
EXHIBIT INDEX 19
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OMITTED FINANCIAL STATEMENTS
- ----------------------------
None
FORWARD-LOOKING STATEMENTS
- --------------------------
This document contains certain forward-looking statements that
represent the Company's present expectations or beliefs concerning future
events. The Company cautions that such statements are qualified by
important factors. See Item 2 -- Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Forward Looking
Statements and Factors That May Affect Future Results.
PART I. FINANCIAL INFORMATION
------------------------------
Item 1 -- Financial Statements (Unaudited)
- ------------------------------------------
JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except earnings per share)
For the Quarter Ended
----------------------------
September 26, September 27,
2002 2001
------------- -------------
Net sales $93,069 $84,759
Cost of sales 82,027 73,567
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Gross profit 11,042 11,192
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Selling expenses 4,851 5,541
Administrative expenses 2,373 2,367
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Total selling and administrative expenses 7,224 7,908
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Income from operations 3,818 3,284
Other income (expense):
Interest expense (1,178) (1,648)
Rental income 111 159
Miscellaneous -- 4
------------- -------------
(1,067) (1,485)
------------- -------------
Income before income taxes 2,751 1,799
Income tax expense 1,073 720
------------- -------------
Net income and comprehensive income $ 1,678 $ 1,079
============= =============
Basic and diluted earnings per common share $ 0.18 $ 0.12
============= =============
The accompanying notes are an integral part of these financial statements.
JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
September 26, 2002 June 27, 2002
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ASSETS
- ------
CURRENT ASSETS:
Cash $ 1,284 $ 1,272
Accounts receivable, less allowances
of $2,108 and $1,393, respectively 32,828 24,133
Inventories 91,733 99,485
Deferred income taxes 861 861
Prepaid expenses and other current assets 2,576 3,032
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TOTAL CURRENT ASSETS 129,282 128,783
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PROPERTIES:
Buildings 61,051 60,348
Machinery and equipment 87,087 84,420
Furniture and leasehold improvements 5,385 5,399
Vehicles 3,258 3,684
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156,781 153,851
Less: Accumulated depreciation 89,784 88,252
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66,997 65,599
Land 1,863 1,863
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TOTAL PROPERTIES 68,860 67,462
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OTHER ASSETS:
Goodwill and other intangibles 4,796 4,796
Miscellaneous 5,438 5,774
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TOTAL OTHER ASSETS 10,234 10,570
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TOTAL ASSETS $208,376 $206,815
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
Notes payable $ 11,531 $ 23,519
Current maturities of long-term debt 10,701 5,683
Accounts payable 24,219 17,741
Drafts payable 10,146 4,049
Accrued expenses 11,206 10,098
Income taxes payable 1,147 298
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TOTAL CURRENT LIABILITIES 68,950 61,388
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LONG-TERM DEBT 32,742 40,421
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LONG-TERM DEFERRED INCOME TAXES 2,946 2,946
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STOCKHOLDERS' EQUITY
Class A Common Stock, convertible to
Common Stock on a per share basis,
cumulative voting rights of ten votes
per share, $.01 par value; 10,000,000
shares authorized, 3,687,426 issued
and outstanding 37 37
Common Stock, non-cumulative voting
rights of one vote per share, $.01 par
value; 10,000,000 shares authorized,
5,583,939 shares issued and outstanding 56 56
Capital in excess of par value 57,219 57,219
Retained earnings 47,630 45,952
Treasury stock, at cost; 117,900 shares (1,204) (1,204)
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TOTAL STOCKHOLDERS' EQUITY 103,738 102,060
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TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $208,376 $206,815
========== ==========
The accompanying notes are an integral part of these financial statements.
JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
For the Quarter Ended
----------------------------
September 26, September 27,
2002 2001
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Cash flows from operating activities:
Net income $ 1,678 $ 1,079
Adjustments:
Depreciation and amortization 2,089 2,104
Gain on disposition of properties (2) (4)
Change in current assets and current
liabilities:
Accounts receivable, net (8,695) (9,177)
Inventories 7,752 11,723
Prepaid expenses and other current assets 456 (1,223)
Accounts payable 6,478 10,033
Drafts payable 6,097 2,737
Accrued expenses 1,108 2,383
Income taxes receivable/payable 849 633
Other 259 (1,811)
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Net cash provided by operating activities 18,069 18,477
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Cash flows from investing activities:
Acquisition of properties (3,413) (1,841)
Proceeds from disposition of properties 5 14
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Net cash used in investing activities (3,408) (1,827)
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Cash flows from financing activities:
Net borrowings on notes payable (11,988) (13,175)
Principal payments on long-term debt (2,661) (2,656)
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Net cash used in financing activities (14,649) (15,831)
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Net increase in cash 12 819
Cash:
Beginning of period 1,272 1,098
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End of period $ 1,284 $ 1,917
============= =============
Supplemental disclosures:
Interest paid $ 1,105 $ 2,087
Income taxes paid 239 97
The accompanying notes are an integral part of these financial statements.
JOHN B. SANFILIPPO & SON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollars in thousands)
Note 1 -- Basis of Presentation
- -------------------------------
The consolidated financial statements include the accounts of John B.
Sanfilippo & Son, Inc. and its wholly-owned subsidiary, JBS
International, Inc. (collectively, the "Company"). The Company's
fiscal year ends on the last Thursday of June each year, and typically
consists of fifty-two weeks (four thirteen week quarters).
Note 2 -- Inventories
- ---------------------
Inventories are stated at the lower of cost (first in, first out) or
market. Inventories consist of the following:
September 26, June 27,
2002 2002
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Raw material and supplies $30,979 $45,229
Work-in-process and finished goods 60,754 54,256
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$91,733 $99,485
============= ========
Note 3 -- Earnings Per Common Share
- -----------------------------------
Earnings per common share is calculated using the weighted average
number of shares of Common Stock and Class A Common Stock outstanding
during the period. The following tables present the required
disclosures:
For the Quarter Ended September 26, 2002
----------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Net Income $1,678
Basic Earnings Per Common Share
Income available to common
stockholders $1,678 9,153,465 $0.18
=====
Effect of Dilutive Securities
Stock options 57,815
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Diluted Earnings Per Common Share
Income available to common
stockholders $1,678 9,211,280 $0.18
========= =====
For the Quarter Ended September 27, 2001
----------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Net Income $1,079
Basic Earnings Per Common Share
Income available to common
stockholders $1,079 9,148,565 $0.12
=====
Effect of Dilutive Securities
Stock options 37,521
---------
Diluted Earnings Per Common Share
Income available to common
stockholders $1,079 9,186,086 $0.12
========= =====
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 September 26, 2002 119,398 $ 9.24
Quarter Ended September 27, 2001 262,687 $10.22
Note 4 -- Goodwill and Other Intangible Assets
- ----------------------------------------------
The Company adopted Financial Accounting Standards Board ("FASB")
Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill
and Other Intangible Assets", effective June 28, 2002. SFAS 142
requires, among other things, the discontinuance of goodwill
amortization. In addition, SFAS 142 includes provisions for the
reclassification of certain existing recognized intangible assets as
goodwill, reassessment of the useful lives of existing recognized
intangible assets, reclassification of certain intangible assets out of
previously reported goodwill and the identification of reporting units
for purposes of assessing potential future impairments of goodwill.
SFAS 142 also requires the Company to complete a transitional impairment
test six months from the date of adoption, which will occur during the
Company's second quarter of fiscal 2003. Any impairment loss resulting
from the transitional impairment test would be recorded as a cumulative
effect of a change in accounting principle effective June 28, 2002.
Accordingly, the financial statements for the first quarter of fiscal
2003 would be restated for any such impairment loss. The Company is
currently assessing the impact of SFAS 142 on its financial position and
results of operations. As required under SFAS 142, amortization of both
goodwill and intangible assets with indefinite lives has been
discontinued.
The following table details goodwill and other intangible assets as of
September 26, 2002:
Gross Carrying Accumulated Net Carrying
Amount Amortization Amount
-------------- ------------ ------------
Goodwill $2,504 $1,262 $1,242
Intangible assets with
indefinite lives 6,368 2,814 3,554
------ ------ ------
Total $8,872 $4,076 $4,796
====== ====== ======
As required under SFAS 142, the results for the first quarter of fiscal
2002 have not been restated. The table below presents the effect on net
income and earnings per share as if SFAS 142 had been in effect for the
first quarter of fiscal 2002:
Quarter Ended Quarter Ended
September 26, 2002 September 27, 2001
------------------ ------------------
Reported net income $1,678 $1,079
Add back:
Goodwill and indefinite life
intangible asset amortization
(net of tax) -- 83
------ ------
Adjusted net income $1,678 $1,162
====== ======
Basic and diluted earnings per share:
Reported net earnings per share $0.18 $0.12
====== ======
Adjusted net earnings per share $0.18 $0.13
====== ======
Note 5 -- Recent Accounting Pronouncements
- ------------------------------------------
As discussed above in Note 4, SFAS 142 became effective as of the
beginning of the first quarter of fiscal 2003.
SFAS 143, "Accounting for Asset Retirement Obligations", became
effective during the first quarter of fiscal 2003. This statement
requires that the fair value of a liability for an asset retirement
obligation be recognized in the period in which the liability is
incurred, if a reasonable estimate of fair value can be made. The
associated asset retirement costs are capitalized as part of the
carrying amount of the long-lived asset. The implementation of SFAS 143
did not have an effect on the Company's cash flows, financial position
or results of operations.
SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets", became effective during the first quarter of fiscal 2003. This
statement provides a single, comprehensive accounting model for
impairment and disposal of long-lived assets and discontinued
operations. The implementation of SFAS 144 did not have an effect on
the Company's cash flows, financial position or results of operations.
In June 2002, the FASB issued SFAS 146, "Accounting for Costs
Associated with Exit or Disposal Activities". This statement
addresses financial accounting and reporting for costs associated with
exit or disposal activities. SFAS 146 will become effective in the
third quarter of fiscal 2003. The adoption of SFAS 146 is not expected
to have a material impact on the Company's cash flows, financial
position or results of operations.
Note 6 -- Management's Statement
- --------------------------------
The unaudited financial statements included herein have been prepared by
the Company. In the opinion of the Company's management, these
statements present fairly the consolidated statements of operations,
consolidated balance sheets and consolidated statements of cash flows,
and reflect all normal recurring adjustments which, in the opinion of
management, are necessary for the fair presentation of the results of
the interim periods. The interim results of operations are not
necessarily indicative of the results to be expected for a full year.
The data presented on the balance sheet for the fiscal year ended June
27, 2002 were derived from audited financial statements. It is
suggested that these financial statements be read in conjunction with
the financial statements and notes thereto included in the Company's
2002 Annual Report on Form 10-K for the year ended June 27, 2002.
Item 2 -- Management's Discussion and Analysis of Financial Condition
and Results of Operations
- ---------------------------------------------------------------------
The following discussion and analysis should be read in conjunction
with the Consolidated Financial Statements and the Notes to
Consolidated Financial Statements.
General
- -------
The Company's business is seasonal. Demand for peanut and other nut
products is highest during the months of October through December.
Peanuts, pecans, walnuts, almonds and cashews, the Company's principal
raw materials, are purchased primarily during the period from August to
February and are processed throughout the year. As a result of this
seasonality, the Company's personnel and working capital requirements
peak during the last four months of the calendar year. Also, due
primarily to the seasonal nature of the Company's business, the Company
maintains significant inventories of peanuts, pecans, walnuts, almonds
and other nuts at certain times of the year, especially during the
second and third quarters of the Company's fiscal year. Fluctuations in
the market prices of such nuts may affect the value of the Company's
inventory and thus the Company's profitability. At September 26, 2002,
the Company's inventories totaled approximately $91.7 million compared
to approximately $99.5 million at June 27, 2002, and approximately $86.8
million at September 27, 2001. The decrease in inventories at September
26, 2002 when compared to June 27, 2002 is due to the majority of nut
purchases occurring during the second and third quarters of the
Company's fiscal year. The increase in inventories at September 26, 2002
when compared to September 27, 2001 is primarily due to (i) an increase
in finished goods to support the increase in sales volume, and (ii) an
increase in the quantity of inshell pecans on hand due to higher
purchases in the 2001 crop year (which ended in approximately February
2002) than in the 2000 crop year. These increases in inventories were
partially offset by decreases in inshell peanuts on hand due to a later
harvesting of peanuts in fiscal 2003. See "Factors That May Affect
Future Results" -- "2002 Farm Bill" and "Availability of Raw Materials
and Market Price Fluctuations."
The Company's fiscal year ends on the last Thursday of June each year,
and references herein to "fiscal" years are to the fiscal years ended in
the indicated calendar year (for example, "fiscal 2003" refers to the
Company's fiscal year ending June 26, 2003). The Company's fiscal year
typically consists of fifty-two weeks (four thirteen week quarters).
Results of Operations
- ---------------------
Net Sales. Net sales increased from approximately $84.8 million for the
first quarter of fiscal 2002 to approximately $93.1 million for the
first quarter of fiscal 2003, an increase of approximately $8.3 million,
or 9.8%. The increase in net sales was due primarily to higher unit
volume sales to the Company's retail, export and contract packaging
customers. The increase in net sales to retail customers was due
primarily to an increase in private label business through the addition
of new customers and the expansion of business to existing customers.
Gross Profit. Gross profit for the first quarter of fiscal 2003
decreased approximately 1.3% to approximately $11.0 million from
approximately $11.2 million for the first quarter of fiscal 2002. Gross
profit margin decreased from approximately 13.2% for the first quarter
of fiscal 2002 to approximately 11.9% for the first quarter of fiscal
2003. The decrease in gross profit margin was due primarily to: (i) an
adjustment of the Company's peanut inventory costs to reflect the new
farm bill's anticipated effect on the peanut market; and (ii) changes in
the sales mix as private label sales (the primary source of the increase
in net sales) generally carry lower margins than sales to the Company's
other customers.
Selling and Administrative Expenses. Selling and administrative
expenses as a percentage of net sales decreased from approximately 9.3%
for the first quarter of fiscal 2002 to approximately 7.8% for the first
quarter of fiscal 2003. Selling expenses as a percentage of net sales
decreased from approximately 6.5% for the first quarter of fiscal 2002
to approximately 5.2% for the first quarter of fiscal 2003. This
decrease was due primarily to: (i) continuous efforts to control
expenses and (ii) the fixed nature of certain of these expenses relative
to a larger revenue base. Administrative expenses as a percentage of
net sales decreased from approximately 2.8% for the first quarter of
fiscal 2002 to approximately 2.5% for the first quarter of fiscal 2003.
This decrease was due primarily to the fixed nature of these expenses
relative to a larger revenue base.
Income from Operations. Due to the factors discussed above, income from
operations increased from approximately $3.3 million, or 3.9% of net
sales, for the first quarter of fiscal 2002, to approximately $3.8
million, or 4.1% of net sales, for the first quarter of fiscal 2003.
Interest Expense. Interest expense decreased from approximately $1.6
million for the first quarter of fiscal 2002 to approximately $1.2
million for the first quarter of fiscal 2003. The decrease in interest
expense was due primarily to: (i) lower average levels of borrowings due
to positive cash flow from operations and (ii) lower interest rates
associated with the Bank Credit Facility, as defined below.
Income Taxes. Income tax expense was approximately $1.1 million, or
39.0% of income before income taxes for the first quarter of fiscal 2003
compared to approximately $0.7 million, or 40.0% of income before income
taxes, for the first quarter of fiscal 2002.
Net Income. Net income was approximately $1.7 million, or $0.18 per
common share (basic and diluted), for the first quarter of fiscal 2003,
compared to approximately $1.1 million, or $0.12 per common share (basic
and diluted), for the first quarter of fiscal 2002.
Liquidity and Capital Resources
- -------------------------------
During the first quarter of fiscal 2003, the Company continued to
finance its activities through a bank credit facility (the "Bank Credit
Facility"), a long-term financing facility originally entered into by
the Company in 1992 (the "Long-Term Financing Facility") and a long-term
financing arrangement entered into in 1995 (the "Additional Long-Term
Financing").
Net cash provided by operating activities was approximately $18.1
million for the first quarter of fiscal 2003 compared to approximately
$18.5 million for the first quarter of fiscal 2002. The slight decrease
in cash provided by operating activities was due primarily to purchasing
a greater quantity of almonds during the first quarter of fiscal 2003
when compared to the first quarter of fiscal 2002. The increase in
almond purchases was partially offset by decreases in peanut purchases
due to a later harvest of the peanut crop in fiscal 2003. During the
first quarter of fiscal 2003, the Company spent approximately $3.4
million on capital expenditures, compared to approximately $1.8 million
for the first quarter of fiscal 2002. This increase was due primarily to
the expansion of processing capacities and capabilities at the Company's
Gustine, California facility. During the first quarter of fiscal 2003,
the Company repaid approximately $2.7 million of long-term debt, the
same as the amount repaid for the first quarter of fiscal 2002.
The Bank Credit Facility is comprised of (i) a working capital revolving
loan, which provides for working capital financing of up to
approximately $62.3 million, in the aggregate, and matures on May 31,
2003, and (ii) a letter of credit of approximately $7.7 million to
secure industrial development bonds, which matures on June 1, 2006.
Borrowings under the working capital revolving loan accrue interest at a
rate (the weighted average of which was 3.14% at September 26, 2002)
determined pursuant to a formula based on the agent bank's quoted rate
and the Eurodollar Interbank rate. As of September 26, 2002, the Company
had approximately $49.6 million of available credit under the Bank
Credit Facility.
As of September 26, 2002, the total principal amount outstanding under
the Long-Term Financing Facility was approximately $9.0 million of the
original amount borrowed of $35.0 million. Of the remaining balance of
approximately $9.0 million, approximately $5.2 bears interest at rates
ranging from 7.34% to 9.18% per annum payable quarterly, and requires
equal semi-annual principal installments of approximately $1.3 million,
with the final installment due on August 15, 2004. The remaining
approximately $3.8 million of this indebtedness bears interest at a rate
of 9.16% per annum payable quarterly, and requires equal semi-annual
principal installments of approximately $0.5 million, with the final
installment due on May 15, 2006.
As of September 26, 2002, the total principal amount outstanding under
the Additional Long-Term Financing was approximately $19.3 million of
the original amount borrowed of $25.0 million. Of the remaining balance
of approximately $19.3 million, approximately $4.3 million bears
interest at a rate of 8.3% per annum payable semiannually, and requires
equal annual principal installments of approximately $1.4 million, with
the final installment due on September 1, 2005. The remaining $15.0
million of this indebtedness (which is subordinated to the Company's
other financing facilities) bears interest at a rate of 9.38% per annum
payable semiannually, and requires equal annual principal installments
of $5.0 million, with the final installment due on September 1, 2005.
The terms of the Company's financing facilities, as amended, include
certain restrictive covenants that, among other things: (i) require
the Company to maintain specified financial ratios; (ii) limit the
Company's annual capital expenditures; and (iii) require that Jasper
B. Sanfilippo (the Company's Chairman of the Board and Chief Executive
Officer) and Mathias A. Valentine (a director and the Company's
President) together with their respective immediate family members and
certain trusts created for the benefit of their respective sons and
daughters, continue to own shares representing the right to elect a
majority of the directors of the Company. In addition, (i) the Long-
Term Financing Facility limits the Company's payment of dividends to a
cumulative amount not to exceed 25% of the Company's cumulative net
income from and after January 1, 1996, (ii) the Additional Long-Term
Financing limits cumulative dividends to the sum of (a) 50% of the
Company's cumulative net income (or minus 100% of the Company's
cumulative net loss) from and after January 1, 1995 to the date the
dividend is declared, (b) the cumulative amount of the net proceeds
received by the Company during the same period from any sale of its
capital stock, and (c) $5.0 million, and (iii) the Bank Credit
Facility limits dividends to the lesser of (a) 25% of net income for
the previous fiscal year, or (b) $5.0 million and prohibits the
Company from redeeming shares of capital stock. As of September 26,
2002, the Company was in compliance with all restrictive covenants
under its financing facilities. The Company believes that cash flow
from operating activities and funds available under the Bank Credit
Facility will be sufficient to meet working capital requirements and
anticipated capital expenditures for the foreseeable future.
Recent Accounting Pronouncements
- --------------------------------
The Company adopted Financial Accounting Standards Board ("FASB")
Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill
and Other Intangible Assets", effective June 28, 2002. SFAS 142
requires, among other things, the discontinuance of goodwill
amortization. In addition, SFAS 142 includes provisions for the
reclassification of certain existing recognized intangible assets as
goodwill, reassessment of the useful lives of existing recognized
intangible assets, reclassification of certain intangible assets out of
previously reported goodwill and the identification of reporting units
for purposes of assessing potential future impairments of goodwill.
SFAS 142 also requires the Company to complete a transitional impairment
test six months from the date of adoption, which will occur during the
Company's second quarter of fiscal 2003. Any impairment loss resulting
from the transitional impairment test would be recorded as a cumulative
effect of a change in accounting principle effective June 28, 2002.
Accordingly, the financial statements for the first quarter of fiscal
2003 would be restated for any such impairment loss. The Company is
currently assessing the impact of SFAS 142 on its financial position and
results of operations. As required under SFAS 142, amortization of both
goodwill and intangible assets with indefinite lives has been
discontinued.
SFAS 143, "Accounting for Asset Retirement Obligations", became
effective during the first quarter of fiscal 2003. This statement
requires that the fair value of a liability for an asset retirement
obligation be recognized in the period in which the liability is
incurred, if a reasonable estimate of fair value can be made. The
associated asset retirement costs are capitalized as part of the
carrying amount of the long-lived asset. The implementation of SFAS 143
did not have an effect on the Company's cash flows, financial position
or results of operations.
SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets", became effective during the first quarter of fiscal 2003. This
statement provides a single, comprehensive accounting model for
impairment and disposal of long-lived assets and discontinued
operations. The implementation of SFAS 144 did not have an effect on
the Company's cash flows, financial position or results of operations.
In June 2002, the FASB issued SFAS 146, "Accounting for Costs
Associated with Exit or Disposal Activities". This statement
addresses financial accounting and reporting for costs associated with
exit or disposal activities. SFAS 146 will become effective in the
third quarter of fiscal 2003. The adoption of SFAS 146 is not expected
to have a material impact on the Company's cash flows, financial
position or results of operations.
Forward Looking Statements
- --------------------------
The statements contained in this filing that are not historical
(including statements concerning the Company's expectations regarding
market risk) are "forward looking statements". These forward looking
statements, which generally are followed (and therefore identified) by a
cross reference to "Factors That May Affect Future Results" or are
identified by the use of forward looking words and phrases such as
"intends", "may", "believes" and "expects", represent the Company's
present expectations or beliefs concerning future events. The Company
cautions that such statements are qualified by important factors,
including the factors described below under "Factors That May Affect
Future Results", that could cause actual results to differ materially
from those in the forward looking statements, as well as the timing and
occurrence (or nonoccurrence) of transactions and events which may be
subject to circumstances beyond the Company's control. Consequently,
results actually achieved may differ materially from the expected
results included in these statements.
Factors That May Affect Future Results
- --------------------------------------
(a) 2002 Farm Bill
- ------------------
The Farm Security and Rural Investment Act of 2002 (the "2002 Farm
Bill") terminated the federal peanut quota program beginning with the
2002 crop year. The 2002 Farm Bill replaces the federal peanut quota
program with a fixed, decoupled payment system through the 2011 crop
year. Additionally, among other provisions, the Secretary of
Agriculture may make certain counter-cyclical payments whenever the
Secretary believes that the effective price for peanuts is less than the
target price. The termination of the federal peanut quota program has
resulted in a decrease in the Company's cost for peanuts. At this time,
it is uncertain the extent to which these cost savings will result in
lower selling prices. Although the Company has successfully operated in
a market shaped by the federal peanut quota program for many years, the
Company believes that it will successfully adapt to a market without a
quota program. However, the Company has no experience in operating in
such a peanut market, and no assurances can be given that the
elimination of the federal peanut quota program will not adversely
affect the Company's business. 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 the elimination
of the federal peanut quota program will not adversely affect the
Company's business.
(b) Availability of Raw Materials and Market Price Fluctuations
- ----------------------------------------------------------------
The availability and cost of raw materials for the production of the
Company's products, including peanuts, pecans and other nuts are subject
to crop size and yield fluctuations caused by factors beyond the
Company's control, such as weather conditions and plant diseases.
Additionally, the supply of edible nuts and other raw materials used in
the Company's products could be reduced upon any determination by the
United States Department of Agriculture ("USDA") or other government
agency that certain pesticides, herbicides or other chemicals used by
growers have left harmful residues on portions of the crop or that the
crop has been contaminated by aflatoxin or other agents. Shortages in
the supply of and increases in the prices of nuts and other raw
materials used by the Company in its products (to the extent that cost
increases cannot be passed on to customers) could have an adverse impact
on the Company's profitability. Furthermore, fluctuations in the market
prices of nuts may affect the value of the Company's inventories and the
Company's profitability. The Company has significant inventories of nuts
that would be adversely affected by any decrease in the market price of
such raw materials. See "General".
(c) Competitive Environment
- ---------------------------
The Company operates in a highly competitive environment. The Company's
principal products compete against food and snack products manufactured
and sold by numerous regional and national companies, some of which are
substantially larger and have greater resources than the Company, such
as Planters and Ralcorp Holdings, Inc. The Company also competes with
other shellers in the industrial market and with regional processors in
the retail and wholesale markets. In order to maintain or increase its
market share, the Company must continue to price its products
competitively, which may lower revenue per unit and cause declines in
gross margin, if the Company is unable to increase unit volumes as well
as reduce its costs.
(d) Fixed Price Commitments
- ---------------------------
From time to time, the Company enters into fixed price commitments with
its customers. Such commitments typically represent approximately 10%
of the Company's annual net sales and are normally entered into after
the Company's cost to acquire the nut products necessary to satisfy the
fixed price commitment is substantially fixed. However, the Company
expects to continue to enter into fixed price commitments with respect
to certain of its nut products prior to fixing its acquisition cost
when, in management's judgment, market or crop harvest conditions so
warrant. To the extent the Company does so, these fixed price
commitments may result in losses. Historically, such losses have
generally been offset by gains on other fixed price commitments.
However, there can be no assurance that losses from fixed price
commitments may not have a material adverse effect on the Company's
results of operations.
Item 3 -- Quantitative and Qualitative Disclosures About Market Risk
- --------------------------------------------------------------------
The Company has not entered into transactions using derivative financial
instruments. The Company believes that its exposure to market risk
related to its other financial instruments (which are the debt
instruments under "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Capital Resources")
is not material.
Item 4 -- Controls and Procedures
- ---------------------------------
(a) Within the 90 days prior to the date of filing this Form
10-Q, the Company carried out an evaluation, under the supervision and
with the participation of the Company's management, including the
Company's Chairman and Chief Executive Officer along with the
Company's Chief Financial Officer, of the effectiveness of the design
and operation of the Company's disclosure controls and procedures
pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the
Company's Chairman and Chief Executive Officer along with the
Company's Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective in timely alerting
them to material information relating to the Company required to be
included in the Company's periodic SEC filings.
(b) There have been no significant changes in the Company's
internal controls or in other factors that could significantly affect
internal controls subsequent to the date the Company carried out its
evaluation.
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 6 -- Exhibits and Reports on Form 8-K
- ------------------------------------------
(a) The exhibits filed herewith are listed in the exhibit index that
follows the certifications page and immediately precedes the
exhibits filed.
(b) Reports on Form 8-K: None filed during the quarter ended
September 26, 2002.
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
JOHN B. SANFILIPPO & SON, INC.
Date: November 6, 2002 By: /s/ Michael J. Valentine
------------------------
Michael J. Valentine
Executive Vice President Finance,
Chief Financial Officer and
Secretary
CERTIFICATIONS
--------------
I, Jasper B. Sanfilippo, certify that:
1. I have reviewed this quarterly report on Form 10-Q of John B.
Sanfilippo, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and we have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: November 6, 2002 /s/ Jasper B. Sanfilippo
------------------------
Jasper B. Sanfilippo
Chairman of the Board and
Chief Executive Officer
I, Michael J. Valentine, certify that:
1. I have reviewed this quarterly report on Form 10-Q of John B.
Sanfilippo, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and we have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: November 6, 2002 /s/ Michael J. Valentine
------------------------
Michael J. Valentine
Executive Vice President Finance,
Chief Financial Officer and
Secretary
EXHIBIT INDEX
-------------
Exhibit
Number Description
- ------- --------------------------------------------------------
2 None
3.1 Restated Certificate of Incorporation of Registrant(2)
3.2 Certificate of Correction to Restated Certificate(2)
3.3 Bylaws of Registrant(1)
4.1 Specimen Common Stock Certificate(3)
4.2 Specimen Class A Common Stock Certificate(3)
4.3 Second Amended and Restated Note Agreement by and between the
Registrant and The Prudential Insurance Company of America
("Prudential") dated January 24, 1997 (the "Long-Term Financing
Facility")(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 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)
10.8 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)
10.9 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)
10.10 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)
10.11 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)
10.12 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)
10.13 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)
10.14 Tax Indemnification Agreement between Registrant and certain
Stockholders of Registrant prior to its initial public offering(2)
10.15 Indemnification Agreement between Registrant and certain
Stockholders of Registrant prior to its initial public offering(2)
10.16 The Registrant's 1991 Stock Option Plan(1)
10.17 First Amendment to the Registrant's 1991 Stock Option Plan(4)
10.18 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)
10.19 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)
10.20 Outsource Agreement between the Registrant and Preferred Products,
Inc. dated January 19, 1995 [CONFIDENTIAL TREATMENT REQUESTED](12)
10.21 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)
10.22 The Registrant's 1995 Equity Incentive Plan(13)
10.23 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)
10.24 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)
10.25 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)
10.26 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)
10.27 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)
10.28 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)
10.29 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)
10.30 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)
10.31 The Registrant's 1998 Equity Incentive Plan(22)
10.32 First Amendment to the Registrant's 1998 Equity Incentive Plan(26)
10.33 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)(25)
10.34 Third 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)(27)
11 Not applicable
15 Not applicable
18 Not applicable
19 Not applicable
22-24 Not applicable
99.1 Certification of Jasper B. Sanfilippo pursuant to 18 U.S.C. section
1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act
of 2002, filed herewith
99.2 Certification of Michael J. Valentine pursuant to 18 U.S.C. section
1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act
of 2002, filed herewith
(1) Incorporated by reference to the Registrant's Registration
Statement on Form S-1, Registration No. 33-43353, as filed with the
Commission on October 15, 1991 (Commission File No. 0-19681).
(2) Incorporated by reference to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1991 (Commission File
No. 0-19681).
(3) Incorporated by reference to the Registrant's Registration
Statement on Form S-1 (Amendment No. 3), Registration No. 33-43353,
as filed with the Commission on November 25, 1991 (Commission File
No. 0-19681).
(4) Incorporated by reference to the Registrant's Quarterly Report on
Form 10-Q for the second quarter ended June 25, 1992 (Commission
File No. 0-19681).
(5) Incorporated by reference to the Registrant's Current Report on
Form 8-K dated September 29, 1992 (Commission File No. 0-19681).
(6) Incorporated by reference to the Registrant's Current Report on
Form 8-K dated January 15, 1993 (Commission File No. 0-19681).
(7) Incorporated by reference to the Registrant's Registration
Statement on Form S-1, Registration No. 33-59366, as filed with the
Commission on March 11, 1993 (Commission File No. 0-19681).
(8) Incorporated by reference to the Registrant's Quarterly Report on
Form 10-Q for the third quarter ended September 30, 1993
(Commission File No. 0-19681).
(9) Incorporated by reference to the Registrant's Current Report on
Form 8-K dated September 15, 1993 (Commission file No. 0-19681).
(10) Incorporated by reference to the Registrant's Current Report and
Form 8-K dated June 23, 1994 (Commission File No. 0-19681).
(11) Incorporated by reference to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1993 (Commission File
No. 0-19681).
(12) Incorporated by reference to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1994 (Commission File
No. 0-19681).
(13) Incorporated by reference to the Registrant's Quarterly Report on
Form 10-Q for the first quarter ended March 30, 1995 (Commission
File No. 0-19681).
(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 Annual Report on Form
10-K for the fiscal year ended June 29, 2000 (Commission file
No. 0-19681).
(26) Incorporated by reference to the Registrant's Quarterly Report on
Form 10-Q for the second quarter ended December 28, 2000 (Commission
file No. 0-19681).
(27) Incorporated by reference to the Registrant's Annual Report on
Form 10-K for the fiscal year ended June 27, 2002 (Commission file
No. 0-19681).
John B. Sanfilippo & Son, Inc. will furnish any of the above exhibits to
its stockholders upon written request addressed to the Secretary at the
address given on the cover page of this Form 10-Q. The charge for
furnishing copies of the exhibits is $.25 per page, plus postage.