SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________
FORM 10-Q
(Mark One)
[ X ] Quarterly Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended March 27, 1997
[ ] Transition Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from ______________ to ______________
Commission file number 0-19681
JOHN B. SANFILIPPO & SON, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-2419677
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
2299 Busse Road
Elk Grove Village, Illinois 60007
(Address of Principal Executive Offices)
Registrant's telephone number, including area code
(847) 593-2300
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No __________
As of May 12, 1997, 5,460,240 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 ended March 27, 1997 and March 28, 1996 3
Consolidated Balance Sheets as of March 27, 1997
and December 31, 1996 4
Consolidated Statements of Cash Flows for the
quarters ended March 27, 1997 and March 28, 1996 5
Notes to Consolidated Financial Statements 6
ITEM 2 -- Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
PART II. OTHER INFORMATION
ITEM 2 -- Changes in Securities 15
ITEM 5 -- Other Information 15
ITEM 6 -- Exhibits and Reports on Form 8-K 15
SIGNATURES 22
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)
March 27, March 28,
1997 1996
---------- ----------
Net sales $ 58,525 $ 53,059
Cost of sales 48,962 44,883
-------- --------
Gross profit 9,563 8,176
-------- --------
Selling expenses 5,448 4,750
Administrative expenses 2,493 2,892
-------- --------
7,941 7,642
-------- --------
Income from operations 1,622 534
-------- --------
Other income (expense):
Interest expense (2,019) (2,555)
Interest income 6 13
Rental income 115 78
-------- --------
(1,898) (2,464)
-------- --------
Income (loss) before income taxes (276) (1,930)
Income tax (expense) benefit 84 746
-------- --------
Net income (loss) $ (192) $ (1,184)
======== ========
Earnings (loss) per common share $ (0.02) $ (0.13)
======== ========
The accompanying notes are an integral part of these financial statements.
JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
March 27,
1997 December 31,
(Unaudited) 1996
----------- ------------
ASSETS
CURRENT ASSETS:
Cash $ 340 $ 602
Accounts receivable, net 20,896 27,386
Inventories 79,254 77,105
Deferred income taxes 1,056 1,056
Income taxes receivable 2,238 2,209
Prepaid expenses and other
current assets 1,838 824
--------- ---------
TOTAL CURRENT ASSETS 105,622 109,182
--------- ---------
PROPERTIES:
Buildings 55,200 55,259
Machinery and equipment 65,043 64,353
Furniture and leasehold
improvements 4,950 4,940
Vehicles 4,145 4,057
--------- ---------
129,338 128,609
Less: Accumulated depreciation 51,817 50,000
--------- ---------
77,521 78,609
Land 1,892 1,945
--------- ---------
79,413 80,554
--------- ---------
OTHER ASSETS:
Goodwill and other intangibles 8,900 9,128
Miscellaneous 6,947 6,488
--------- ---------
15,847 15,616
--------- ---------
$ 200,882 $ 205,352
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable $ 36,227 $ 22,294
Current maturities 12,723 12,697
Accounts payable 8,577 23,843
Accrued expenses 7,699 9,392
--------- ---------
TOTAL CURRENT LIABILITIES 65,226 68,226
--------- ---------
LONG-TERM DEBT 62,041 63,319
--------- ---------
LONG-TERM DEFERRED INCOME TAXES 1,187 1,187
--------- ---------
STOCKHOLDERS' EQUITY
Preferred Stock --- ---
Class A Common Stock 37 37
Common Stock 56 56
Capital in excess of par value 57,191 57,191
Retained earnings 16,348 16,540
Treasury stock (1,204) (1,204)
--------- ---------
72,428 72,620
--------- ---------
$ 200,882 $ 205,352
========= =========
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)
March 27, March 28,
1997 1996
--------- ---------
Cash flows from operating activities:
Net income (loss) $ (192) $ (1,184)
Adjustments:
Depreciation and amortization 2,151 2,012
Gain on disposition of properties --- ---
Change in current assets and current
liabilities:
Accounts receivable, net 6,490 9,092
Inventories (2,149) (2,633)
Prepaid expenses and other
current assets (1,014) (390)
Accounts payable (15,266) (15,572)
Accrued expenses (1,693) (1,684)
Income taxes payable/receivable (29) (1,752)
--------- ---------
Net cash provided by (used in) operating
activities (11,702) (12,111)
--------- ---------
Cash flows from investing activities:
Acquisition of properties (837) (2,804)
Proceeds from disposition of properties --- 10
Stockholder note receivable --- 354
Other (268) 5
--------- ---------
Net cash provided by (used in)
investing activities (1,105) (2,435)
--------- ---------
Cash flows from financing activities:
Borrowings on notes payable 27,693 29,449
Repayments on notes payable (13,760) (13,187)
Principal payments on long-term debt (1,388) (1,280)
--------- ---------
Net cash provided by (used in)
financing activities 12,545 14,982
--------- ---------
Net increase (decrease) in cash (262) 436
Cash:
Beginning of period 602 408
--------- ---------
End of period $ 340 $ 844
========= =========
Supplemental disclosures:
Interest paid $ 2,477 $ 2,942
Taxes paid 50 1,046
Supplemental disclosure of noncash
investing and financing activities:
Acquisition of Fisher Nut properties
payable pursuant to a promissory note --- 1,250
Capital lease obligation incurred 136 ---
The accompanying notes are an integral part of these financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollars in thousands)
NOTE 1 - INVENTORIES
Inventories are stated at the lower of cost (first in, first
out) or market. Inventories consist of the following:
March 27, December 31,
1997 1996
--------- ------------
Raw material and supplies $ 43,802 $ 48,213
Work-in-process and finished goods 35,452 28,892
-------- --------
$ 79,254 $ 77,105
======== ========
NOTE 2 - STOCK OPTION PLANS
As permitted, John B. Sanfilippo & Son, Inc. (The "Company" or
"JBSS") applies Accounting Principles Board Opinion No. 25 and
related Interpretations in accounting for its stock-based
compensation plans. Had compensation cost for the Company's
stock-based compensation plans been determined based on the fair
value at the grant dates for awards under the plans with the
alternative method of Statement of Financial Accounting Standards
No. 123, Accounting for Stock-Based Compensation, the effect on
the Company's net income (loss) for the period ended March 27,
1997 would not have been significant.
Options to purchase Common Stock granted under the Company's 1991
Stock Option Plan are exercisable 25% annually commencing on the
first anniversary of the date of grant and become fully
exercisable on the fourth anniversary of the date of grant.
Effective February 28, 1995, the Board of Directors terminated
early the 1991 Stock Option Plan. The termination of the 1991
Stock Option Plan did not, however, affect options granted under
the 1991 Stock Option Plan which remained outstanding as of the
effective date of such termination. Accordingly, the unexercised
options outstanding under the 1991 Stock Option Plan at March 27,
1997 will continue to be governed by the terms of the 1991 Stock
Option Plan.
The following is a summary of activity under the 1991 Stock
Option Plan:
Weighted- Average
Number of Shares Exercise Price
---------------- -----------------
Outstanding at December 31, 1996 266,700 $12.43
Cancelled (37,000) $13.39
-------
Outstanding at March 27, 1997 229,000 $12.30
=======
Options exercisable at March 27, 1997 199,900 $12.67
=======
Exercise prices for options outstanding as of March 27, 1997
ranged from $6.00 to $16.50. The weighted-average remaining
contractual life of those options is 5.4 years. The options
outstanding at March 27, 1997 may be segregated into two ranges,
as shown in the following:
Option Price Per Option Price Per
Share Range Share Range
$6.00 - $6.60 $12.00 - $16.50
----------------- -----------------
Number of options 30,650 198,350
Weighted-average exercise price $6.07 $13.21
Weighted-average remaining life (years) 7.2 4.7
Number of options exercisable 15,325 184,575
Weighted-average exercise price for
price for exercisable options $6.07 $13.21
Options to purchase Common Stock granted under the Company's 1995
Equity Incentive Plan are exercisable 25% annually commencing on
the first anniversary of the date of grant and become fully
exercisable on the fourth anniversary of the date of grant. On
March 7, 1997, the Company's Board of Directors granted a stock
option to purchase 1,500 shares of Common Stock at an exercise
price of $6.00 per share, the closing price of the Common Stock
on March 7, 1997.
The following is a summary of activity under the 1995 Equity
Incentive Plan:
Weighted-Average
Number of Shares Exercise Price
---------------- ----------------
Outstanding at December 31, 1996 88,500 $9.28
Granted 1,500 $6.00
Cancelled (800) $9.38
------
Outstanding at March 27, 1997 89,200 $9.23
------
Options exercisable at March 27, 1997 20,675 $9.46
======
Exercise prices for options outstanding as of March 27, 1997
ranged from $5.25 to $10.50. The weighted-average remaining
contractual life of those options is 8.1 years. The options
outstanding at March 27, 1997 may be segregated into two ranges,
as is shown in the following:
Option Price Per Option Price Per
Share Range Share Range
$5.25 - $6.75 $8.25 - $10.50
------------------ -----------------
Number of options 6,500 82,700
Weighted-average exercise price $6.29 $9.46
Weighted-average remaining life (years) 9.3 8.1
Number of options exercisable --- 20,675
Weighted-average exercise price for
price for exercisable options --- $9.46
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. Common stock equivalents (stock
options) had an immaterial effect on earnings per share for the
first quarter of 1997 and 1996 and, accordingly, have not been
included in the weighted average shares outstanding. Fully
diluted earnings per common share, which include the effect of
conversion of common stock equivalents for the first quarter of
1997 and 1996 are not materially different from the earnings per
share presented. The weighted average number of shares
aggregated 9,147,666 for the first quarter of 1997 and 1996.
NOTE 4 - 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 year ended December
31, 1996 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 Annual Report on Form 10-K for the year ended December
31, 1996.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 2
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 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
first and fourth quarters of each year. Fluctuations in the
market prices of such nuts may affect the value of the Company's
inventory and thus the Company's profitability. At March 27,
1997, the Company's inventories totalled approximately $79.3
million compared to approximately $77.1 million at December 31,
1996, and approximately $96.4 million at of the end of the first
quarter of 1996. The significant decrease in inventories at
March 27, 1997 when compared to March 28, 1996 is primarily due
to (i) reductions in the cost of pecans and (ii) an abnormally
high level of pecan inventory at March 28, 1996 as a result of
the Company beginning operations at its new pecan shelling
facility in the first quarter of 1996. See "Factors That May
Affect Future Results -- Availability of Raw Materials and Market
Price Fluctuations."
The Company's net sales to industrial customers increased both in
amount and as a percentage of the Company's total net sales for
the period from 1992 to 1996 due primarily to a combination of
the Company's acquisition of Sunshine Nut Co., Inc. ("Sunshine"),
which sells a greater portion of its products to industrial
customers than JBS, and an overall increase in unit volume. In
addition, the increase in the Company's processing and shelling
capacity created by the Garysburg, North Carolina facility, the
Selma, Texas facility and the Gustine, California facility has
contributed to the increase in sales to industrial customers
(which are generally made at lower margins than sales to other
customers) both in amount and as a percentage of the Company's
total net sales and could result in further such increases. See
"Factors That May Affect Future Results -- Sales to Industrial
Customers".
RESULTS OF OPERATIONS
NET SALES. Net sales increased from approximately $53.1 million
in the first quarter of 1996 to approximately $58.5 million in
the first quarter of 1997, an increase of approximately $5.5
million or 10.3%. The increase in net sales was due primarily to
increased unit volume sales to the Company's retail and food
service customers. The increase in net sales to food service
customers was due primarily to additional unit volume sales to
airline customers. Net sales to the Company's industrial
customers declined slightly in the first quarter of 1997 compared
to the first quarter of 1996.
GROSS PROFIT. Gross profit margin increased from 15.4% in the
first quarter of 1996 to 16.3% in the first quarter of 1997.
This increase was due primarily to (i) increases in net sales as
a percentage of total sales to retail customers, which generally
carry higher margins than sales to the Company's other customers,
and (ii) the 1996 first quarter gross profit margin being
negatively affected by declines in the market price for processed
pecan meats.
SELLING AND ADMINISTRATIVE EXPENSES. Selling and administrative
expenses as a percentage of net sales decreased from 14.4% in the
first quarter of 1996 to 13.6% in the first quarter of 1997.
Selling expenses as a percentage of net sales increased from 9.0%
in the first quarter of 1996 to 9.3% in the first quarter of
1997. This slight increase was due primarily to higher
promotional allowances in the first quarter of 1997.
Administrative expenses as a percentage of net sales decreased
from 5.5% in the first quarter of 1996 to 4.3% in the first
quarter of 1997. This decrease was due primarily to lower
staffing costs due to certain restructurings which were
implemented after the first quarter of 1996 .
INCOME FROM OPERATIONS. Due to the factors discussed above,
income from operations increased from approximately $0.5 million,
or 1.0% of net sales, in the first quarter of 1996 to
approximately $1.6 million, or 2.8% of net sales, in the first
quarter of 1997.
INTEREST EXPENSE. Interest expense decreased from approximately
$2.6 million in the first quarter of 1996 to approximately $2.0
million in the first quarter of 1997. This decrease was due
primarily to a lower average level of borrowings during the first
quarter of 1997 compared to the first quarter of 1996 due to
improved operating results and reduced fixed asset expenditures.
INCOME TAXES. The Company recorded an income tax benefit of
approximately $0.1 million, or 30.4% of the loss before income
taxes, in the first quarter of 1997.
LIQUIDITY AND CAPITAL RESOURCES
During the first quarter of 1996, 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"). On January 24, 1997, the
Company granted perfected security interests in, and liens on,
substantially all of the Company's assets to secure the Company's
obligations under the Bank Credit Facility, the Long-Term
Financing Facility and the Additional Long-Term Financing.
Net cash used in operating activities was approximately $11.7
million in the first quarter of 1997 compared to approximately
$12.1 million in the first quarter of 1996. The largest
component of net cash used in operating activities in the first
quarter of 1997 was a decrease of approximately $15.3 million in
accounts payable. The largest component of net cash used in
investing activities in the first quarter of 1997 was
approximately $0.8 million in capital expenditures. During the
first quarter of 1997, the Company repaid approximately $1.4
million of long-term debt, compared to approximately $1.3 million
in the first quarter of 1996.
The Bank Credit Facility is comprised of (i) a working capital
revolving loan which (as described below, depending on the time
of year) provides for working capital financing of up to
approximately $51.7 million, in the aggregate, and matures on
March 27, 1998, and (ii) an $8.3 million letter of credit (the
"IDB Letter of Credit") to secure the industrial development
bonds described below which matures on June 1, 1997. Borrowings
under the working capital revolving loan accrue interest at a
rate (the weighted average of which was 7.10% at March 27, 1997)
determined pursuant to a formula based on the agent bank's quoted
rate, the Federal Funds Rate and the Eurodollar Interbank rate.
The aggregate amount outstanding under the Bank Credit Facility,
as amended, is limited to specified amounts which vary, because
of the seasonal nature of the Company's business, from $60.0
million during January through March, to $50.0 million during
April through May, to $40.0 million during June through
September, and to $50.0 million during October through December.
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 March 27, 1997,
there was approximately $28.4 million outstanding under the Long-
Term Financing Facility.
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, beginning on September 1, 1999, 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.
On January 24, 1997, the Company granted (a) a first priority
perfected security interest in, and lien on, substantially all
the Company's assets to secure the Company's obligations under
the Bank Credit Facility, the Long-Term Financing Facility and
the senior portion of the Additional Long-Term Financing and (b)
a junior security interest in the Company's assets to secure the
obligations under the subordinated portion of the Additional
Long-Term Financing.
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 amount of the Company's capital expenditures in
1997 to $7.2 million and $10.0 million thereafter, 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 Bank Credit
Facility and the Long-Term Financing Facility limit 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 and the Long-Term Financing Facility prohibit the
Company from spending more than $1.0 million to redeem shares of
capital stock.
The Company has $8.0 million in aggregate principal amount of
industrial development bonds outstanding which was used to
finance the acquisition, construction and equipping of the
Company's Bainbridge, Georgia facility. The bonds bear interest
payable semi-annually at 6% through May 1997 and at a market rate
to be determined thereafter. On June 1, 1997, and on each
subsequent interest reset date for the bonds, the Company is
required to redeem the bonds at face value plus any accrued and
unpaid interest, unless a bondholder elects to retain his or her
bonds. Any bonds redeemed by the Company at the demand of a
bondholder on the reset date are required to be re-marketed by
the underwriter of the bonds on a "best efforts" basis. Funds
for the redemption of bonds on the demand of any bondholder are
required to be obtained from the following sources in the
following order of priority: (i) funds supplied by the Company
for redemption; (ii) proceeds from the remarketing of the bonds;
(iii) proceeds from a drawing under the IDB Letter of Credit; or
(iv) in the event funds from the foregoing sources are
insufficient, a mandatory payment by the Company. Drawings under
the IDB Letter of Credit to redeem bonds on the demand of any
bondholder are payable in full by the Company upon demand of the
lenders under the Bank Credit Facility. In addition, the Company
is required to redeem the bonds in varying annual installments,
ranging from $170,000 to $780,000, beginning in 1998 and
continuing through 2017. The Company is also required to redeem
the bonds in certain other circumstances; for example, within 180
days after any determination that interest on the bonds is
taxable. The Company has the option, subject to certain
conditions, to redeem the bonds at face value plus accrued
interest, if any.
As of March 27, 1997, the Company had approximately $18.0 million
of available credit under the Bank Credit Facility. The Company
currently expects to incur up to a total of approximately $7.2
million in capital expenditures in 1997, of which an aggregate of
approximately $0.8 million were incurred during the first quarter
of 1997 for certain machinery and equipment. 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. See "Factors That May
Affect Future Results - Growth Initiatives".
FACTORS THAT MAY AFFECT FUTURE RESULTS
(a) GROWTH INITIATIVES
Over the past four years, the Company has substantially increased
its shelling, processing and manufacturing capacity by a
combination of strategic acquisitions and improvements and
expansions of its facilities. The Company has increased its
borrowings to finance these acquisitions, improvements and
expansions, as well as its increased costs of operations and
increased investments in inventory related to the resulting
increased production capacity. Underutilization of its
increased production capacity has had a negative impact on the
Company's gross profit and gross profit margin. Until such time
as the Company is able to more fully utilize its increased
production capacity through further increases in its sales
volume, the Company's results of operations may continue to be
adversely affected. Furthermore, although the Company believes
that cash flow from operations and funds available under its
credit facilities (assuming the Company maintains compliance with
its covenants under its financing arrangements) will be
sufficient to meet the Company's working capital requirements and
anticipated capital expenditures for 1997, there can be no
assurance that such cash flow and credit availability will be
sufficient to meet future capital requirements or that the
Company will remain in compliance with such covenants. See
"Liquidity and Capital Resources". The Company strives to update
and improve its management information systems to ensure their
adequacy. Although the Company believes that its management
information systems currently provide the Company with the
information necessary to manage its business, there can be no
assurance that the Company's management information systems will
meet the Company's future requirements.
(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, other nuts,
dried fruit and chocolate, are subject to crop size and yield
fluctuations caused by factors beyond the Company's control, such
as weather condition 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 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, dried fruit or chocolate may affect the value of the
Company's inventory and the Company's profitability. For
example, during the third quarter of 1996 the Company was
required to record a $2.6 million charge against its earnings to
reflect the impact of a lower cost or market adjustment of its
pecan inventory. The Company has a significant inventory of
nuts, dried fruit and chocolate 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 JBSS, such as Planters Livesavers Company
(a subsidiary of RJR Nabisco, Inc.). JBSS 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) SALES TO INDUSTRIAL CUSTOMERS
The increase in the Company's processing and shelling capacity
created by its facility construction and expansion programs over
the past four years and increased sales by Sunshine may result in
further increases in net sales to industrial customers, both in
amount and as a percentage of the Company's total sales. Because
sales to industrial customers are generally made at lower margins
than sales to other customers, increases in such sales may
adversely affect the Company's profit margins.
(e) FIXED PRICE COMMITMENTS
From time to time, the Company enters into fixed price
commitments with its customers. However, such commitments
typically represent 10% or less of the Company's annual net sales
and are normally entered into after the Company cost to acquire
the nut products necessary to satisfy the fixed price commitment
is substantially fixed. The Company will continue to enter into
fixed price commitments in 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, however, 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.
(f) FEDERAL REGULATION OF PEANUT PRICES, QUOTAS AND POUNDAGE
ALLOTMENTS
Approximately 50% of the total pounds of products processed by
the Company during 1996, 1995, and 1994 were peanuts, peanut
butter and other products containing peanuts. The Company
purchases a majority of its peanut requirement directly from
growers and obtains its remaining requirements from other
shellers. The supply of peanuts is subject to federal
regulations which restrict peanut imports and the tonnage of
peanuts farmers may market domestically. These regulations
create market conditions which may not be indicative of
conditions that would prevail if the federal program were
eliminated. The 1996 Farm Bill extended the federal support and
subsidy programs for peanuts for seven years. The federal price
support for peanuts is $610 per ton.
The North American Free Trade Agreement ("NAFTA"), effective
January 1, 1994, committed the United States, Mexico and Canada
to the elimination of quantitative restrictions and tariffs on
the cross-boarder movement of industrial and agricultural
products. Under NAFTA, United States import restrictions on
Mexican shelled and inshell peanuts are replaced by a tariff rate
quota, initially set at 3,337 tons, which will grow by a 3%
compound rate over a 15-year transition period. In-quota
shipments enter the U.S. duty-free, while above-quota imports
from Mexico face tariff rates equivalent to approximately 120% on
shelled and 185% on inshell peanuts. The tariff rates are being
phased out at a rate of 15% per year in each of the years 1994
through 1999, with the remaining tariff rate to be phased out in
equal installments over the years 2000 through 2008.
The Uruguay Round Agreement of the General Agreement on Trade and
Tariffs ("GATT") took effect on July 1, 1995. Under GATT, the
United States must allow peanut imports to grow to 5% of domestic
consumption within six years. Import quotas on peanuts have been
replaced by high ad valorem tariffs, which must be reduced 15%
annually. The United States may limit imports of peanut butter,
but must establish a tariff rate quota for peanut butter imports
based on 1993 import levels. Peanut butter imports above the
quota will be subject to an over-quota ad valorem tariff, which
will be reduced by 15% annually.
Although NAFTA and GATT do not directly affect the federal peanut
program, the federal government may, in future legislative
initiatives, reconsider the federal peanut program in light of
these agreements. The Company does not believe that NAFTA and
GATT have had a material impact on the Company's business or will
have a material impact on the Company's business in the near
term.
Changes in the federal peanut program could significantly affect
the supply of, and price for, peanuts. While JBSS has
successfully operated in a market shaped by the federal peanut
program for many years, JBSS believes that it could adapt to a
market without federal regulations. However, JBSS 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 JBSS'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 either to 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.
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.
ITEM 5 - OTHER INFORMATION
The Company's 1997 Annual Meeting of Stockholders was held on
April 30, 1997 for the purpose of (i) electing directors, and
(ii) ratifying the action of the Company's Board of Directors in
appointing Price Waterhouse LLP as independent certified public
accountants for 1997. The meeting proceeded and (i) the holders
of the Company's Class A Common Stock elected Jasper B.
Sanfilippo, Mathias A. Valentine, Michael J. Valentine, John C.
Taylor, and J. William Petty 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 the Company's Common Stock
elected William D. Fischer to serve on the Company's Board of
Directors by a vote of 4,735,199 votes cast for, and 74,064 votes
withheld, (iii) the holders of Common Stock elected John W.A.
Buyers to serve on the Company's Board of Directors by a vote of
4,735,199 votes cast for, and 74,064 votes withheld, and (iv) the
holders of Class A Common Stock and Common Stock ratified the
appointment of Price Waterhouse LLP as the Company's independent
public accountants for the fiscal year ending December 31, 1997
by a total of 41,664,049 votes cast for ratification, 9,599 votes
against ratification, and 9,875 abstentions.
ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: The exhibits required by Item 601 of
Regulation S-K follow:
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 Amended and Restated Note Purchase and Private Shelf Agreement by
and between the Registrant and The Prudential Insurance Company of
America ("Prudential") dated as of October 19, 1993 (the "Long-Term
Financing Facility)(8)
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(11)
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(11)
4.11 Amended and Restated Guaranty Agreement dated as of October 19,
1993 by Sunshine in favor of Prudential(8)
4.12 First Amendment to the Long-Term Financing Facility dated as of
August 31, 1994 by and between Prudential, Sunshine Nut Co., Inc.
("Sunshine") and the Registrant(12)
4.13 Second Amendment to the Long-Term Financing Facility dated as of
September 12, 1995 by and among Prudential, Sunshine and the
Registrant(17)
4.14 Third Amendment to the Long-Term Financing Facility dated as of
February 20, 1996 by and between Prudential, Sunshine and the
Registrant (20)
4.15 Second Amendment and Restated Note Agreement dated January 24,
1997 to the Long Term Financing Facility by and among Prudential,
Sunshine, and the Registrant (22)
4.16 $1.8 million Promissory Note dated March 31, 1989 evidencing a
loan by Cohen Financial Corporation to LaSalle National Bank ("LNB"),
as Trustee under Trust Agreement dated March 17, 1989 and known as
Trust No. 114243(14)
4.17 Modification Agreement dated as of September 29, 1992 by and
among LaSalle National Trust, N.A. ("LaSalle Trust"), a national
banking association, not personally but as Successor Trustee to LNB
under Trust Agreement dated March 17, 1989 known as Trust
Number 114243; the Registrant; Jasper B. Sanfilippo and Mathias A.
Valentine; and Mutual Trust Life Insurance Company(5)
4.18 Note Purchase Agreement dated as of August 30, 1995 between the
Registrant and Teachers Insurance and Annuity Association of America
("Teachers")(17)
4.19 8.30% Senior Note due 2005 in the original principal amount of
$10.0 million, dated September 12, 1995 and executed by the Registrant
in favor of Teachers(17)
4.20 9.38% Senior Subordinated Note due 2005 in the original principal
amount of $15.0 million, dated September 12, 1995 and executed by the
Registrant in favor of Teachers(17)
4.21 Guaranty Agreement dated as of August 30, 1995 by Sunshine in
favor of Teachers (Senior Notes)(17)
4.22 Guaranty Agreement dated as of August 30, 1995 by Sunshine in
favor of Teachers (Senior Subordinated Notes)(17)
4.23 Amendment, Consent and Waiver, dated as of March 27, 1996, by and
among Teachers, Sunshine and the Registrant(20)
4.24 Amendment No. 2 to Note Purchase Agreement dated as of January
24, 1997 by and among Teachers, Sunshine and the Registrant(22)
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(16)
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(13)
10.4 First Amendment to the Touhy Avenue Lease dated June 1, 1987(13)
10.5 Second Amendment to the Touhy Avenue Lease dated December 14,
1990(13)
10.6 Third Amendment to the Touhy Avenue Lease dated September 1,
1991(18)
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(20)
10.9 $4.0 million Promissory Note dated October 5, 1988 evidencing a
loan to Registrant by Jasper B. Sanfilippo(1)
10.10 Form of Receivable Assignment Agreement between Registrant and
Jasper B. Sanfilippo and form of $1,153,801.36 Promissory Note executed
by Jasper B. Sanfilippo in connection therewith(14)
10.11 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 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)
10.12 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)
10.13 First Amendment to Industrial 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)
10.14 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(14)
10.15 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(14)
10.16 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(14)
10.17 Secured Promissory Note in the amount of $6,223,321.81 dated Sep-
tember 29, 1992 executed by Arthur/Busse Limited Partnership in favor
of the Registrant(5)
10.18 Tax Indemnification Agreement between Registrant and certain
Stockholders of Registrant prior to its initial public offering(2)
10.19 Indemnification Agreement between Registrant and certain
Stockholders of Registrant prior to its initial public offering(2)
10.20 The Registrant's 1991 Stock Option Plan(1)
10.21 First Amendment to the Registrant's 1991 Stock Option Plan(4)
10.22 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)
10.23 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)
10.24 License to Use Trade Name, Trademarks and Service Marks, dated
April 15, 1993 by and among Bert S. Crane, Nancy M. Crane, Bert A.
Crane, Mary Crane Couchman, Karen N. Crane, Crane Walnut Orchards
Processing Division, Amsterdam Land and Cattle Company, Inc. and the
Registrant(10)
10.25 Credit Agreement among the Registrant, American National Bank and
Trust Company of Chicago ("ANB") as agent, LNB, National City Bank
("NCB") and ANB, dated as of October 19, 1993(8)
10.26 Guaranty Agreement dated as of October 19, 1993 by Sunshine in
favor of ANB, as agent on behalf of LNB, NCB and ANB(8)
10.27 Amendment to Amended and Restated Reimbursement Agreement dated
as of October 19, 1993 by and among the Registrant, LNB and ANB(8)
10.28 Amendment No. 1 to Bank Credit Facility entered into as of August
31, 1994 by and among the Registrant, ANB, LNB and NCB(12)
10.29 Amendment No. 2 to Bank Credit Facility entered into as of
September 1, 1994 by and among the Registrant, ANB, LNB and NCB(12)
10.30 Amendment No. 3 to Bank Credit Facility dated as of September 13,
1995 by and among the Registrant, ANB, LNB and NCB.(17)
10.31 Memorandum of Agreement dated February 24, 1994, between the
Registrant and The Fisher Nut Company ("Fisher")(13)
10.32 Asset Purchase and Sales Agreement, dated as of October 10, 1995,
by and among The Procter & Gamble Company, ("P&G"). The Procter &
Gamble Distribution Company ("P&GDC"), Fisher and the Registrant(19)
10.33 Inventory Purchase Agreement, dated as of October 10, 1995, by
and among P&G, P&GDC, Fisher and the Registrant(19)
10.34 Equipment Purchase Agreement, dated as of October 10, 1995, by
and among Fisher and the Registrant(19)
10.35 Lease Agreement, dated as of December 10, 1993, by and between
LaSalle Trust and the Registrant for the premises at 3001 Malmo Drive,
Arlington Heights, Illinois(16)
10.36 Certain documents relating to Reverse Split-Dollar Insurance
Agreement between Sunshine and John Charles Taylor dated November 24,
1987(14)
10.37 Outsource Agreement between the Registrant and Preferred
Products, Inc. dated January 19, 1995 [CONFIDENTIAL TREATMENT
REQUESTED](14)
10.38 Letter Agreement between the Registrant and Preferred Products,
Inc., dated February 24, 1995, amending the Outsource Agreement dated
January 19, 1994 [CONFIDENTIAL TREATMENT REQUESTED](14)
10.39 The Registrant's 1995 Equity Incentive Plan(15)
10.40 Merger Agreement dated May 31, 1995, among the Registrant, Quantz
Acquisition Co., Inc. James B. Quantz, the National Bank of South
Carolina, as Trustee of the James Bland Quantz Irrevocable Trust dated
May 6, 1980, and Machine Design Incorporated [CONFIDENTIAL TREATMENT
REQUESTED](16)
10.41 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")(18)
10.42 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 (18)
10.43 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(18)
10.44 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(18)
10.45 Credit Agreement among the Registrant, Bank of America Illinois
("BAI") as agent, NCB, The Northern Trust Company ("NTC") and BAI,
dated as of March 27, 1996(20)
10.46 Reimbursement Agreement between the Registrant and BAI, dated as
of March 27, 1996(20)
10.47 Guaranty Agreement dated as March 27, 1996 by Sunshine in favor
of BAI as agent on behalf of NCB, NTC and BAI(20)
10.48 Amendment No. 1 and Waiver to Credit Agreement dated as of August
1, 1996 by and among the Registrant, BAI, NCB and NTC(21)
10.49 Amendment No. 2 and Waiver to Credit Agreement dated as of
October 30, 1996 by and among the Registrant, BAI, NCB and NTC(21)
10.50 Amendment No. 3 to Credit Agreement dated as of January 24, 1997
by and among the Registrant, BAI, NCB, and NTC(22)
10.51 Employment Agreement by and between Sunshine and John C. Taylor
dated June 17, 1992(22)
10.52 Employment Agreement by and between Sunshine and Steven G. Taylor
dated June 17, 1992(22)
11 None
15 None
17 None
18 None
24-26 None
27 Financial Data Schedule
99 None
(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 Amendment
No. 1 to Registration Statement on Form S-1, Registration No.
33-59366, as filed with the commission on April 19, 1993
(Commission File No. 0-19681).
(11) Incorporated by reference to the Registrant's Current
Report and Form 8-K dated June 23, 1994 (Commission File No.
0-19681).
(12) Incorporated by reference to the Registrant's Quarterly
Report on Form 10-Q for the third quarter ended September 29,
1994 (Commission File No. 0-19681).
(13) 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).
(14) 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).
(15) 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).
(16) 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).
(17) Incorporated by reference to the Registrant's Current
Report on Form 8-K dated September 12, 1995 (Commission File
No. 0-19681).
(18) 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).
(19) Incorporated by reference to the Registrant's Current
Report on Form 8-K dated November 6, 1995 (Commission file
No. 0-19681).
(20) 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).
(21) Incorporated by reference to the Registrant's Current
Report on Form 8-K dated January 24, 1997
(Commission file No. 0-19681).
(22) Incorporated by reference to the Registrant's Annual
Report Form 10-K for the fiscal year ended December 31, 1996
(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.
(b) Reports on Form 8-K: On February 28, 1997, the Company filed
a current report on Form 8-K, dated January 24, 1997, with the
Securities and Exchange Commission, reporting modifications to
its financing arrangements pursuant to Item 5 on that form.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
JOHN B. SANFILIPPO & SON, INC.
Date: May 12, 1997 By: /s/ Gary P. Jensen
-----------------------
Gary P. Jensen
Executive Vice President, Finance
and Chief Financial Officer