FORM 10-Q
(Mark One)
[ X ] Quarterly Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended December 28, 2000
[ ] Transition Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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.
As of February 7, 2001, 5,461,139 shares of the Registrant's Common Stock, $.01 par value per share, excluding 117,900 treasury shares, and 3,687,426 shares of the Registrant's Class A Common Stock, $.01 par value per share, were outstanding.
JOHN B. SANFILIPPO & SON, INC.
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INDEX TO FORM 10-Q
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PART I. FINANCIAL INFORMATION PAGE NO.
------------------------------ --------
Item 1 -- Consolidated Financial Statements:
Consolidated Statements of Operations for the quarters
and twenty-six weeks ended December 28, 2000 and
December 23, 1999 3
Consolidated Balance Sheets as of December 28, 2000
and June 29, 2000 4
Consolidated Statements of Cash Flows for the twenty-six
weeks ended December 28, 2000 and December 23, 1999 5
Notes to Consolidated Financial Statements 6
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Item 2 -- Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
Item 3 -- Quantitative and Qualitative Disclosures About Market Risk 13
Item 2 -- Changes in Securities 14
Item 4 -- Submission of Matters to a Vote of Security Holders 14
Item 6 -- Exhibits and Reports on Form 8-K 14
PART I. FINANCIAL INFORMATION
JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except earnings per share)
For the Quarter Ended For the Twenty-six Weeks Ended
-------------------------- ------------------------------
December 28, December 23, December 28, December 23,
2000 1999 2000 1999
------------ ------------ ------------ ------------
Net sales $115,337 $124,030 $202,520 $203,554
Cost of sales 93,712 100,505 166,525 167,480
------------ ------------ ------------ ------------
Gross profit 21,625 23,525 35,995 36,074
------------ ------------ ------------ ------------
Selling expenses 9,263 11,604 17,397 19,652
Administrative expenses 2,443 2,667 4,673 4,390
------------ ------------ ------------ ------------
11,706 14,271 22,070 24,042
------------ ------------ ------------ ------------
Income from operations 9,919 9,254 13,925 12,032
------------ ------------ ------------ ------------
Other income (expense):
Interest expense (2,091) (1,823) (4,164) (3,709)
Rental income 128 144 276 287
Miscellaneous 3 50 7 83
------------ ------------ ------------ ------------
(1,960) (1,629) (3,881) (3,339)
------------ ------------ ------------ ------------
Income before income taxes 7,959 7,625 10,044 8,693
Income tax expense 3,183 3,050 4,017 3,477
------------ ------------ ------------ ------------
Net income and comprehensive
income $ 4,776 $ 4,575 $ 6,027 $ 5,216
============ ============ ============ ============
Basic and diluted earnings
per common share $ 0.52 $ 0.50 $ 0.66 $ 0.57
============ ============ ============ ============
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The accompanying notes are an integral part of these financial statements.
JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands)
December 28, June 29,
2000 2000
------------ ---------
ASSETS
CURRENT ASSETS:
Cash $ 2,374 $ 1,113
Accounts receivable, net 31,322 24,068
Inventories 131,294 105,760
Deferred income taxes 910 910
Prepaid expenses and other
current assets 2,108 2,708
------------ ---------
TOTAL CURRENT ASSETS 168,008 134,559
------------ ---------
PROPERTIES:
Buildings 55,674 55,462
Machinery and equipment 80,368 77,108
Furniture and leasehold improvements 5,367 5,175
Vehicles 4,158 4,163
Construction in progress 472 --
------------ ---------
146,039 141,908
Less: Accumulated depreciation 77,663 74,039
------------ ---------
68,376 67,869
Land 1,892 1,892
------------ ---------
70,268 69,761
------------ ---------
OTHER ASSETS:
Goodwill and other intangibles 5,722 6,129
Miscellaneous 5,058 5,364
------------ ---------
10,780 11,493
------------ ---------
$249,056 $215,813
============ =========
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable $ 50,773 $ 41,874
Current maturities of long-term debt 5,704 5,702
Accounts payable 31,808 11,851
Drafts payable 6,137 5,747
Accrued expenses 8,375 8,756
Income taxes payable 2,249 461
------------ ---------
TOTAL CURRENT LIABILITIES 105,046 74,391
------------ ---------
LONG-TERM DEBT 48,340 51,779
------------ ---------
LONG-TERM DEFERRED INCOME TAXES 2,892 2,892
------------ ---------
STOCKHOLDERS' EQUITY
Class A Common Stock, cumulative
voting rights of ten votes per
share, $.01 par value; 10,000,000
shares authorized, 3,687,426
issued and outstanding 37 37
Common Stock, non-cumulative voting
rights of one vote per share, $.01
par value; 10,000,000 shares
authorized, 5,461,139
issued and outstanding 56 56
Capital in excess of par value 57,196 57,196
Retained earnings 36,693 30,666
Treasury stock (1,204) (1,204)
------------ ---------
92,778 86,751
------------ ---------
$249,056 $215,813
============ =========
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The accompanying notes are an integral part of these financial statements.
JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
For the Twenty-six Weeks Ended
--------------------------------------
December 28, 2000 December 23, 1999
----------------- -----------------
Cash flows from operating activities:
Net income $ 6,027 $ 5,216
Adjustments:
Depreciation and amortization 4,204 4,001
Gain on disposition of properties (6) (58)
Change in current assets and
current liabilities:
Accounts receivable, net (7,254) (6,599)
Inventories (25,534) (5,101)
Prepaid expenses and other
current assets 600 268
Accounts payable 19,957 15,458
Drafts payable 390 2,874
Accrued expenses (381) 2,658
Income taxes payable/receivable 1,788 2,835
----------------- -----------------
Net cash (used in) provided by
operating activities (209) 21,552
----------------- -----------------
Cash flows from investing activities:
Acquisition of properties (4,151) (2,081)
Proceeds from disposition of properties 6 61
Other 153 1,012
----------------- -----------------
Net cash used in investing activities (3,992) (1,008)
----------------- -----------------
Cash flows from financing activities:
Net borrowings (repayments) on
notes payable 8,899 (16,433)
Principal payments on long-term debt (3,437) (3,490)
----------------- -----------------
Net cash provided by (used in)
financing activities 5,462 (19,923)
----------------- -----------------
Net increase in cash 1,261 621
Cash:
Beginning of period 1,113 1,393
----------------- -----------------
End of period $ 2,374 $ 2,014
================= =================
Supplemental disclosures:
Interest paid $ 4,022 $ 3,625
Taxes paid 2,229 771
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The accompanying notes are an integral part of these financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollars in thousands)
December 28, June 29,
2000 2000
------------ --------
Raw material and supplies $ 78,113 $ 56,755
Work-in-process and finished goods 53,181 49,005
------------ --------
$131,294 $105,760
============ ========
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For the Quarter Ended December 28, 2000
---------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Net Income $4,776
Basic Earnings Per Share
Income available to common
stockholders $4,776 9,148,565 $0.52
Effect of Dilutive Securities
Stock options 257
Diluted Earnings Per Common Share
Income available to common
stockholders $4,776 9,148,822 $0.52
=========== ============= =========
For the Quarter Ended December 23, 1999
---------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Net Income $4,575
Basic Earnings Per Share
Income available to common
stockholders $4,575 9,148,565 $0.50
Effect of Dilutive Securities
Stock options --
Diluted Earnings Per Common Share
Income available to common
stockholders $4,575 9,148,565 $0.50
=========== ============= =========
For the Twenty-six Weeks Ended
December 28, 2000
-------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Net Income $6,027
Basic Earnings Per Share
Income available to common
stockholders $6,027 9,148,565 $0.66
Effect of Dilutive Securities
Stock options 135
Diluted Earnings Per Common Share
Income available to common
stockholders $6,027 9,148,700 $0.66
=========== ============= =========
For the Twenty-six Weeks Ended
December 23, 1999
-------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Net Income $5,216
Basic Earnings Per Share
Income available to common
stockholders $5,216 9,148,565 $0.57
Effect of Dilutive Securities
Stock options 43
Diluted Earnings Per Common Share
Income available to common
stockholders $5,216 9,148,608 $0.57
=========== ============= =========
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The following table summarizes the weighted-average number of options which were outstanding for the periods presented but were not included in the computation of diluted earnings per share because the exercise prices of the options were greater than the average market price of the common shares for the period:
Weighted-Average
Number of Options Exercise Price
----------------- ----------------
Quarter Ended December 28, 2000 465,404 $7.88
Quarter Ended December 23, 1999 360,900 $9.40
Twenty-six Weeks Ended December 28, 2000 469,610 $7.89
Twenty-six Weeks Ended December 23, 1999 351,922 $9.37
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The Company's fiscal year ends on the last Thursday of June each year, and references herein to "fiscal" years are to the fiscal years ended in the indicated calendar year (for example, "fiscal 2001" refers to the Company's fiscal year ending June 28, 2001). The Company's fiscal year typically consists of fifty-two weeks (four thirteen week quarters). Fiscal 2001 will consist of fifty-two weeks, whereas fiscal 2000 consisted of fifty-three weeks, as the fourth quarter of fiscal 2000 consisted of fourteen, rather than thirteen, weeks.
Gross Profit. Gross profit for the second quarter of fiscal 2001 decreased approximately 8.1% to approximately $21.6 million from approximately $23.5 million for the second quarter of fiscal 2000. Gross profit margin decreased from approximately 19.0% for the second quarter of fiscal 2000 to approximately 18.7% for the second quarter of fiscal 2001. The decrease in gross profit margin for the second quarter of fiscal 2001 was due primarily to the fluctuation in sales mix, as sales to industrial and contract packaging customers generally carry lower margins than sales to retail customers. Gross profit and gross profit margin for the second quarter of fiscal 2000 were also impacted slightly by a reduction in a contingency reserve to a proposed settlement amount. Gross profit for the twenty-six weeks ended December 28, 2000 of approximately $36.0 million compared to approximately $36.1 million for the twenty-six weeks ended December 23, 1999. Gross profit margin of approximately 17.8% for the twenty-six weeks ended December 28, 2000 is relatively unchanged from 17.7% for fiscal 2000.
Selling and Administrative Expenses. Selling and administrative expenses as a percentage of net sales decreased from approximately 11.5% for the second quarter of fiscal 2000 to approximately 10.1% for the second quarter of fiscal 2001. Selling and administrative expenses as a percentage of net sales decreased from approximately 11.5% for the twenty-six weeks ended December 23, 1999 to approximately 10.9% for the twenty-six weeks ended December 28, 2000. Selling expenses as a percentage of net sales decreased from approximately 9.4% for the second quarter of fiscal 2000 to approximately 8.0% for the second quarter of fiscal 2001. Selling expenses as a percentage of net sales decreased from 9.7% of net sales for the twenty-six weeks ended December 23, 1999 to approximately 8.6% of net sales for the twenty-six weeks ended December 28, 2000. The decrease, for both the quarterly and twenty-six week periods, was due primarily to lower promotional expense due to the decline in sales to retail customers. Administrative expenses as a percentage of net sales remained relatively constant for both the quarterly and twenty-six week periods. Administrative expenses were approximately 2.1% of net sales for the second quarter of fiscal 2001 versus approximately 2.2% of net sales for the second quarter of fiscal 2000. Administrative expenses were 2.3% of net sales for the twenty-six weeks ended December 28, 2000 versus approximately 2.2% for the comparable period of fiscal 2000.
Income from Operations. Due to the factors discussed above, income from operations increased from approximately $9.3 million, or 7.5% of net sales, for the second quarter of fiscal 2000, to approximately $9.9 million, or 8.6% of net sales, for the second quarter of fiscal 2001. For the twenty-six weeks ended December 28, 2000, income from operations increased to approximately $13.9 million, or 6.9% of net sales, from approximately $12.0 million, or 5.9% of net sales, for the twenty-six weeks ended December 23, 1999.
Interest Expense. Interest expense increased from approximately $1.8 million for the second quarter of fiscal 2000 to approximately $2.1 million for the second quarter of fiscal 2001. For the twenty-six weeks ended December 28, 2000, interest expense was approximately $4.2 million, compared to approximately $3.7 million for the twenty-six weeks ended December 23, 1999. The increases in interest expense, for both the quarterly and twenty-six week periods, was due primarily to higher average levels of borrowings due to the higher levels of inventories and higher interest rates associated with the Bank Credit Facility, as defined below.
Income Taxes. Income tax expense was approximately $3.2 million, or 40.0% of income before income taxes, for the second quarter of fiscal 2001, compared to approximately $3.1 million, or 40.0% of income before income taxes, for the second quarter of fiscal 2000. For the twenty-six weeks ended December 28, 2000, income tax expense was approximately $4.0 million, or 40.0% of income before income taxes, compared to approximately $3.5 million, or 40.0% of income before income taxes, for the twenty-six weeks ended December 23, 1999.
Net cash used in operating activities was approximately $0.2 million for the first twenty-six weeks of fiscal 2001 compared to cash provided by operating activities of approximately $21.6 million for the first twenty-six weeks of fiscal 2000. The decrease in cash provided by operating activities was due primarily to higher purchases of inventories in fiscal 2001 when compared to fiscal 2000. During the first twenty-six weeks of fiscal 2001, the Company spent approximately $4.2 million in capital expenditures, compared to approximately $2.1 million for the first twenty-six weeks of fiscal 2000. This increase was due primarily to the addition of processing lines at the Company's facilities and the beginning of the expansion of the Company's walnut shelling operations at its Gustine, California facility. During the first twenty-six weeks of fiscal 2001, the Company repaid approximately $3.4 million of long-term debt, compared to approximately $3.5 million for the first twenty-six weeks of fiscal 2000.
The Bank Credit Facility is comprised of (i) a working capital revolving loan, which provides for working capital financing of up to approximately $62.3 million, in the aggregate, and matures on May 31, 2003, and (ii) a letter of credit of approximately $7.7 million to secure the industrial development bonds, which matures on June 1, 2002. Borrowings under the working capital revolving loan accrue interest at a rate (the weighted average of which was 7.91% at December 28, 2000) determined pursuant to a formula based on the agent bank's quoted rate and the Eurodollar Interbank rate.
Of the total $35.0 million of borrowings under the Long-Term Financing Facility, $25.0 million matures on August 15, 2004, bears interest rates ranging from 7.34% to 9.18% per annum payable quarterly, and requires equal semi-annual principal installments based on a ten-year amortization schedule. The remaining $10.0 million of this indebtedness matures on May 15, 2006, bears interest at the rate of 9.16% per annum payable quarterly, and requires equal semi-annual principal installments based on a ten-year amortization schedule. As of December 28, 2000, the total principal amount outstanding under the Long-Term Financing Facility was approximately $15.3 million.
The Additional Long-Term Financing has a maturity date of September 1, 2005 and (i) as to $10.0 million of the principal amount thereof, bears interest at an annual rate of 8.3% payable semiannually and requires annual principal payments of approximately $1.4 million each through maturity, and (ii) as to the other $15.0 million of the principal amount thereof, bears interest at an annual rate of 9.38% payable semiannually and requires principal payments of $5.0 million each on September 1, 2003 and September 1, 2004, with a final payment of $5.0 million at maturity on September 1, 2005. As of December 28, 2000, the total principal amount outstanding under the Additional Long-Term Financing was approximately $22.1 million.
The terms of the Company's financing facilities, as amended, include certain restrictive covenants that, among other things: (i) require the Company to maintain specified financial ratios; (ii) limit the Company's annual capital expenditures; and (iii) require that Jasper B. Sanfilippo (the Company's Chairman of the Board and Chief Executive Officer) and Mathias A. Valentine (a director and the Company's President) together with their respective immediate family members and certain trusts created for the benefit of their respective sons and daughters, continue to own shares representing the right to elect a majority of the directors of the Company. In addition, (i) the Long-Term Financing Facility limits the Company's payment of dividends to a cumulative amount not to exceed 25% of the Company's cumulative net income from and after January 1, 1996, (ii) the Additional Long-Term Financing limits cumulative dividends to the sum of (a) 50% of the Company's cumulative net income (or minus 100% of the Company's cumulative net loss) from and after January 1, 1995 to the date the dividend is declared, (b) the cumulative amount of the net proceeds received by the Company during the same period from any sale of its capital stock, and (c) $5.0 million, and (iii) the Bank Credit Facility limits dividends to the lesser of (a) 25% of net income for the previous fiscal year, or (b) $5.0 million and prohibits the Company from redeeming shares of capital stock. As of September 28, 2000, the Company was in compliance with all restrictive covenants under its financing facilities.
As of December 28, 2000, the Company had approximately $9.3 million of available credit under the Bank Credit Facility. Approximately $4.2 million was incurred on capital expenditures for the first twenty-six weeks of fiscal 2001. The Company believes that capital expenditures for the remainder of fiscal 2001 will be more substantial than in recent years with the planned expansion of its walnut shelling operations at the Gustine, California facility. The Company expects to remain in compliance with all restrictive covenants regarding capital expenditures under its financing facilities. The Company believes that cash flow from operating activities and funds available under the Bank Credit Facility (assuming the Company maintains compliance with the restrictive covenants under the Bank Credit Facility currently in effect, or, in the event of any subsequent non-compliance, is able to obtain any necessary waivers) will be sufficient to meet working capital requirements and anticipated capital expenditures for the foreseeable future.
The 1996 Farm Bill extended the federal support and subsidy program for peanuts for seven years. However, there are no assurances that Congress will not change or eliminate the program prior to its scheduled expiration. Changes in the federal peanut program could significantly affect the supply of, and price for, peanuts. While the Company has successfully operated in a market shaped by the federal peanut program for many years, the Company believes that it could adapt to a market without federal regulation if that were to become necessary. However, the Company has no experience in operating in such a peanut market, and no assurances can be given that the elimination or modification of the federal peanut program would not adversely affect the Company's business. Future changes in import quota limitations or the quota support price for peanuts at a time when the Company is maintaining a significant inventory of peanuts or has significant outstanding purchase commitments could adversely affect the Company's business by lowering the market value of the peanuts in its inventory or the peanuts which it is committed to buy. While the Company believes that its ability to use its raw peanut inventories in its own processing operations gives it greater protection against these changes than is possessed by certain competitors whose operations are limited to either shelling or processing, no assurances can be given that future changes in, or the elimination of, the federal peanut program or import quotas will not adversely affect the Company's business.
PART II. OTHER INFORMATION
(b) Reports on Form 8-K: The following Current Reports on Form 8-K were filed during the quarter ended December 28, 2000.
(1) On October 5, 2000, the Company reported that as of October 3, 2000, Steven G. Taylor, Executive Vice President, had requested and been granted an extended leave of absence.
(2) On December 1, 2000, the Company reported that as of November 30, 2000, Gary P. Jensen, Executive Vice President Finance and Chief Financial Officer was resigning effective December 8, 2000 and that Michael J. Valentine, Senior Vice President and Secretary, was appointed as interim acting chief financial officer.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
JOHN B. SANFILIPPO & SON, INC.
Date: February 7, 2001 By: /s/ Michael J. Valentine
------------------------
Michael J. Valentine
Chief Financial Officer
and Secretary
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EXHIBIT INDEX
Exhibit
Number Description
------- -------------------------------------------------------------
2 None
3.1 Restated Certificate of Incorporation of Registrant(2)
3.2 Certificate of Correction to Restated Certificate(2)
3.3 Bylaws of Registrant(1)
4.1 Specimen Common Stock Certificate(3)
4.2 Specimen Class A Common Stock Certificate(3)
4.3 Second Amended and Restated Note Agreement by and between the
Registrant and The Prudential Insurance Company of America
("Prudential") dated January 24, 1997 (the "Long-Term Financing
Facility")(18)
4.4 7.87% Series A Senior Note dated September 29, 1992 in the original
principal amount of $4.0 million due August 15, 2004 executed by the
Registrant in favor of Prudential(5)
4.5 8.22% Series B Senior Note dated September 29, 1992 in the original
principal amount of $6.0 million due August 15, 2004 executed by the
Registrant in favor of Prudential(5)
4.6 8.22% Series C Senior Note dated September 29, 1992 in the original
principal amount of $4.0 million due August 15, 2004 executed by the
Registrant in favor of Prudential(5)
4.7 8.33% Series D Senior Note dated January 15, 1993 in the original
principal amount of $3.0 million due August 15, 2004 executed by the
Registrant in favor of Prudential(6)
4.8 6.49% Series E Senior Note dated September 15, 1993 in the original
principal amount of $8.0 million due August 15, 2004 executed by the
Registrant in favor of Prudential(9)
4.9 8.31% Series F Senior Note dated June 23, 1994 in the original
principal amount of $8.0 million due May 15, 2006 executed by the
Registrant in favor of Prudential(10)
4.10 8.31% Series F Senior Note dated June 23, 1994 in the original
principal amount of $2.0 million due May 15, 2006 executed by the
Registrant in favor of Prudential(10)
4.11 Amended and Restated Guaranty Agreement dated as of October 19,
1993 by Sunshine in favor of Prudential(8)
4.12 Amendment to the Second Amended and Restated Note Agreement dated
May 21, 1997 by and among Prudential, Sunshine and the
Registrant(19)
4.13 Amendment to the Second Amended and Restated Note Agreement dated
March 31, 1998 by and among Prudential, the Registrant, Sunshine,
and Quantz Acquisition Co., Inc. ("Quantz") (20)
4.14 Guaranty Agreement dated as of March 31, 1998 by JBS International,
Inc. ("JBSI") in favor of Prudential(20)
4.15 Amendment and Waiver to the Second Amended and Restated Note
Agreement dated February 5, 1999 by and among Prudential, the
Registrant, Sunshine, JBSI and Quantz(23)
4.16 Note Purchase Agreement dated as of August 30, 1995 between the
Registrant and Teachers Insurance and Annuity Association of
America ("Teachers")(15)
4.17 8.30% Senior Note due 2005 in the original principal amount of
$10.0 million dated September 12, 1995 and executed by the
Registrant in favor of Teachers(15)
4.18 9.38% Senior Subordinated Note due 2005 in the original principal
amount of $15.0 million dated September 12, 1995 and executed by
the Registrant in favor of Teachers(15)
4.19 Guaranty Agreement dated as of August 30, 1995 by Sunshine in
favor of Teachers (Senior Notes)(15)
4.20 Guaranty Agreement dated as of August 30, 1995 by Sunshine in
favor of Teachers (Senior Subordinated Notes)(15)
4.21 Amendment, Consent and Waiver dated as of March 27, 1996 by and
among Teachers, Sunshine and the Registrant(17)
4.22 Amendment No. 2 to Note Purchase Agreement dated as of January 24,
1997 by and among Teachers, Sunshine and the Registrant(18)
4.23 Amendment to Note Purchase Agreement dated May 19, 1997 by and
among Teachers, Sunshine and the Registrant(20)
4.24 Amendment No. 3 to Note Purchase Agreement dated as of March 31,
1998 by and among Teachers, Sunshine, Quantz and the Registrant(20)
4.25 Guaranty Agreement dated as of March 31, 1998 by JBSI in favor of
Teachers (Senior Notes)(20)
4.26 Guaranty Agreement dated as of March 31, 1998 by JBSI in favor of
Teachers (Senior Subordinated Notes)(20)
4.27 Amendment and Waiver to Note Purchase Agreement dated February 5,
1999 by and among Teachers, Sunshine, Quantz, JBSI and the
Registrant(23)
4.28 Amendment and Waiver to Note Purchase Agreement dated October 26,
1999 between Teachers and the Registrant(24)
10.1 Certain documents relating to $8.0 million Decatur County-Bainbridge
Industrial Development Authority Industrial Development Revenue
Bonds (John B. Sanfilippo & Son, Inc. Project) Series 1987 dated
as of June 1,1987(1)
10.2 Industrial Building Lease dated as of October 1, 1991 between
JesCorp., Inc. and LNB, as Trustee under Trust Agreement dated
March 17, 1989 and known as Trust No. 114243(14)
10.3 Industrial Building Lease (the "Touhy Avenue Lease") dated
November 1, 1985 between Registrant and LNB, as Trustee under Trust
Agreement dated September 20, 1966 and known as Trust No. 34837(11)
10.4 First Amendment to the Touhy Avenue Lease dated June 1, 1987(11)
10.5 Second Amendment to the Touhy Avenue Lease dated December 14,
1990(11)
10.6 Third Amendment to the Touhy Avenue Lease dated September 1,
1991(16)
10.7 Industrial Real Estate Lease (the "Lemon Avenue Lease") dated May 7,
1991 between Registrant, Majestic Realty Co. and Patrician
Associates, Inc.(1)
10.8 First Amendment to the Lemon Avenue Lease dated January 10, 1996(17)
10.9 Mortgage, Assignment of Rents and Security Agreement made on
September 29, 1992 by LaSalle Trust, not personally but as
Successor Trustee under Trust Agreement dated February 7, 1979 and
known as Trust Number 100628 in favor of the Registrant relating
to the properties commonly known as 2299 Busse Road and 1717 Arthur
Avenue, Elk Grove Village, Illinois(5)
10.10 Industrial Building Lease dated June 1, 1985 between Registrant and
LNB, as Trustee under Trust Agreement dated February 7, 1979 and
known as Trust No. 100628(1)
10.11 First Amendment to Industrial Building Lease dated September 29,
1992 by and between the Registrant and LaSalle Trust, not
personally but as Successor Trustee under Trust Agreement dated
February 7, 1979 and known as Trust Number 100628(5)
10.12 Second Amendment to Industrial Building Lease dated March 3, 1995 by
and between the Registrant and LaSalle Trust, not personally but as
Successor Trustee under Trust Agreement dated February 7, 1979 and
known as Trust Number 100628(12)
10.13 Third Amendment to Industrial Building Lease dated August 15, 1998
by and between the Registrant and LaSalle Trust, not personally but
as Successor Trustee under Trust Agreement dated February 7, 1979
and known as Trust Number 100628(21)
10.14 Ground Lease dated January 1, 1995 between the Registrant and
LaSalle Trust, not personally but as Successor Trustee under Trust
Agreement dated February 7, 1979 and known as Trust Number
100628(12)
10.15 Party Wall Agreement dated March 3, 1995 between the Registrant,
LaSalle Trust, not personally but as Successor Trustee under Trust
Agreement dated February 7, 1979 and known as Trust Number 100628,
and the Arthur/Busse Limited Partnership(12)
10.16 Secured Promissory Note in the amount of $6,223,321.81 dated
September 29, 1992 executed by Arthur/Busse Limited Partnership in
favor of the Registrant(5)
10.17 Tax Indemnification Agreement between Registrant and certain
Stockholders of Registrant prior to its initial public offering(2)
10.18 Indemnification Agreement between Registrant and certain
Stockholders of Registrant prior to its initial public offering(2)
10.19 The Registrant's 1991 Stock Option Plan(1)
10.20 First Amendment to the Registrant's 1991 Stock Option Plan(4)
10.21 John B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement
Number One among John E. Sanfilippo, as trustee of the Jasper and
Marian Sanfilippo Irrevocable Trust, dated September 23, 1990,
Jasper B. Sanfilippo, Marian R. Sanfilippo and Registrant, and
Collateral Assignment from John E. Sanfilippo as trustee of the
Jasper and Marian Sanfilippo Irrevocable Trust, dated September 23,
1990, as assignor, to Registrant, as assignee(7)
10.22 John B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement
Number Two among Michael J. Valentine, as trustee of the Valentine
Life Insurance Trust, dated May 15, 1991, Mathias Valentine, Mary
Valentine and Registrant, and Collateral Assignment from Michael J.
Valentine, as trustee of the Valentine Life Insurance Trust, dated
May 15, 1991, as assignor, and Registrant, as assignee(7)
10.23 Outsource Agreement between the Registrant and Preferred Products,
Inc. dated January 19, 1995 [CONFIDENTIAL TREATMENT REQUESTED](12)
10.24 Letter Agreement between the Registrant and Preferred Products,
Inc. dated February 24, 1995, amending the Outsource Agreement
dated January 19, 1994 [CONFIDENTIAL TREATMENT REQUESTED](12)
10.25 The Registrant's 1995 Equity Incentive Plan(13)
10.26 Promissory Note (the "ILIC Promissory Note") in the original
principal amount of $2.5 million dated September 27, 1995 and
executed by the Registrant in favor of Indianapolis Life Insurance
Company ("ILIC")(16)
10.27 First Mortgage and Security Agreement (the "ILIC Mortgage") by and
between the Registrant, as mortgagor, and ILIC, as mortgagee,
dated September 27, 1995 and securing the ILIC Promissory Note and
relating to the property commonly known as 3001 Malmo Drive,
Arlington Heights, Illinois (16)
10.28 Assignment of Rents, Leases, Income and Profits dated September 27,
1995, executed by the Registrant in favor of ILIC and relating to
the ILIC Promissory Note, the ILIC Mortgage and the Arlington
Heights facility(16)
10.29 Environmental Risk Agreement dated September 27, 1995, executed by
the Registrant in favor of ILIC and relating to the ILIC Promissory
Note, the ILIC Mortgage and the Arlington Heights facility(16)
10.30 Credit Agreement dated as of March 31, 1998 among the Registrant,
Sunshine, Quantz, JBSI, U.S. Bancorp Ag Credit, Inc. ("USB") as
Agent, Keybank National Association ("KNA"), and LNB(20)
10.31 Revolving Credit Note in the principal amount of $35.0 million
executed by the Registrant, Sunshine, Quantz and JBSI in favor of
USB, dated as of March 31, 1998(20)
10.32 Revolving Credit Note in the principal amount of $15.0 million
executed by the Registrant, Sunshine, Quantz and JBSI in favor of
KNA, dated as of March 31, 1998(20)
10.33 Revolving Credit Note in the principal amount of $20.0 million
executed by the Registrant, Sunshine, Quantz and JBSI in favor of
LSB, dated as of March 31, 1998(20)
10.34 The Registrant's 1998 Equity Incentive Plan(22)
10.35 First Amendment to the Registrant's 1998 Equity Incentive Plan
10.36 Employment Agreement by and between Sunshine and Steven G. Taylor
dated May 1, 1999(25)
10.37 Second Amendment to Credit Agreement dated May 10, 2000 by and
among the Registrant, JBSI, USB as Agent, LNB and SunTrust Bank,
N.A. (replacing KNA)(26)
11 Not applicable
15 Not applicable
18 Not applicable
19 Not applicable
22-24 Not applicable
99 Not applicable
|
(1) Incorporated by reference to the Registrant's Registration Statement on Form S-1, Registration No. 33-43353, as filed with the Commission on October 15, 1991 (Commission File No. 0-19681).
(2) Incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1991 (Commission File No. 0-19681).
(3) Incorporated by reference to the Registrant's Registration Statement on Form S-1 (Amendment No. 3), Registration No. 33-43353, as filed with the Commission on November 25, 1991 (Commission File No. 0-19681).
(4) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the second quarter ended June 25, 1992 (Commission File No. 0-19681).
(5) Incorporated by reference to the Registrant's Current Report on Form 8-K dated September 29, 1992 (Commission File No. 0-19681).
(6) Incorporated by reference to the Registrant's Current Report on Form 8-K dated January 15, 1993 (Commission File No. 0-19681).
(7) Incorporated by reference to the Registrant's Registration Statement on Form S-1, Registration No. 33-59366, as filed with the Commission on March 11, 1993 (Commission File No. 0-19681).
(8) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the third quarter ended September 30, 1993 (Commission File No. 0-19681).
(9) Incorporated by reference to the Registrant's Current Report on Form 8-K dated September 15, 1993 (Commission file No. 0-19681).
(10) Incorporated by reference to the Registrant's Current Report and Form 8-K dated June 23, 1994 (Commission File No. 0-19681).
(11) Incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1993 (Commission File No. 0-19681).
(12) Incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 (Commission File No. 0-19681).
(13) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the first quarter ended March 30, 1995 (Commission File No. 0-19681).
(14) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the second quarter ended June 29, 1995 (Commission File No. 0-19681).
(15) Incorporated by reference to the Registrant's Current Report on Form 8-K dated September 12, 1995 (Commission File No. 0-19681).
(16) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the third quarter ended September 28, 1995 (Commission file No. 0-19681).
(17) Incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995 (Commission file No. 0-19681).
(18) Incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (Commission file No. 0-19681).
(19) Incorporated by reference to the Registrant's Current Report on Form 8-K dated May 21, 1997 (Commission file No. 0-19681).
(20) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the third quarter ended March 26, 1998 (Commission file No. 0-19681).
(21) Incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 25, 1998 (Commission file No. 0-19681).
(22) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the first quarter ended September 24, 1998 (Commission file No. 0-19681).
(23) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the second quarter ended December 24, 1998 (Commission file No. 0-19681).
(24) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the first quarter ended September 23, 1999 (Commission file No. 0-19681).
(25) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the second quarter ended December 23, 1999 (Commission file No. 0-19681).
(26) Incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 29, 2000 (Commission file No. 0-19681).
John B. Sanfilippo & Son, Inc. will furnish any of the above exhibits to its stockholders upon written request addressed to the Secretary at the address given on the cover page of this Form 10-Q. The charge for furnishing copies of the exhibits is $.25 per page, plus postage.
AMENDMENT TO 1998 EQUITY INCENTIVE PLAN
Section 3.1, "Shares Available" of The John B. Sanfilippo & Son, Inc. Equity Incentive Plan is hereby amended by deleting the number "350,000"
and inserting in its place the number "700,000".