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 25, 2004
[ ] Transition Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from to
------------ ------------
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Commission file number 0-19681
DELAWARE 36-2419677 -------- ---------- (State or Other Jurisdiction <I.R.S. Employer of Incorporation or Organization) Identification Number) |
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 [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes [ ] No [X].
As of May 5, 2004, 8,076,924 shares of the Registrant's Common Stock, $0.01 par value per share, excluding 117,900 treasury shares, and 2,597,426 shares of the Registrant's Class A Common Stock, $0.01 par value per share, were outstanding.
JOHN B. SANFILIPPO & SON, INC.
INDEX TO FORM 10-Q
PAGE NO.
PART I. FINANCIAL INFORMATION
Item 1 -- Consolidated Financial Statements (Unaudited):
Consolidated Statements of Operations for the quarters
and thirty-nine weeks ended March 25, 2004 and
March 27, 2003 3
Consolidated Balance Sheets as of March 25. 2004
and June 26, 2003 4
Consolidated Statements of Cash Flows for the thirty-nine
weeks ended March 25, 2004 and March 27, 2003 5
Notes to Consolidated Financial Statements 6
Item 2 -- Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Item 3 -- Quantitative and Qualitative Disclosures About
Market Risk 21
Item 4 -- Controls and Procedures 22
PART II. OTHER INFORMATION
Item 6 -- Exhibits and Reports on Form 8-K 23
SIGNATURE 24
EXHIBIT INDEX 25
FORWARD-LOOKING STATEMENTS
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This document contains certain forward-looking statements that represent the Company's present expectations or beliefs concerning future events. The Company cautions that such statements are qualified by important factors. See Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations - Forward Looking Statements and Factors That May Affect Future Results.
PART I. FINANCIAL INFORMATION
ITEM 1 -- FINANCIAL STATEMENTS (UNAUDITED)
JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except earnings per share)
For the Quarter Ended For the Thirty-nine Weeks Ended
------------------------------ -------------------------------
March 25, 2004 March 27, 2003 March 25, 2004 March 27, 2003
Restated Restated
-------------- -------------- -------------- --------------
Net sales $100,162 $86,951 $396,315 $320,385
Cost of sales 85,688 71,304 323,504 264,523
-------- ------- -------- --------
Gross profit 14,474 15,647 72,811 55,862
-------- ------- -------- --------
Operating expenses:
Selling expenses 8,474 8,325 28,396 25,622
Administrative expenses 2,615 3,670 10,547 8,287
-------- ------- -------- --------
Total operating expenses 11,089 11,995 38,943 33,909
-------- ------- -------- --------
Income from operations 3,385 3,652 33,868 21,953
-------- ------- -------- --------
Other income (expense):
Interest expense (953) (1,192) (2,803) (3,474)
Rental income 118 118 355 362
Miscellaneous -- 1 1 2
-------- ------- -------- --------
Total other expense, net (835) (1,073) (2,447) (3,110)
-------- ------- -------- --------
Income before income taxes 2,550 2,579 31,421 18,843
Income tax expense 994 1,006 12,254 7,349
-------- ------- -------- --------
Net income $ 1,556 $ 1,573 $ 19,167 $ 11,494
======== ======= ======== ========
Basic earnings per common share $ 0.17 $ 0.17 $ 2.05 $ 1.25
======== ======= ======== ========
Diluted earnings per common share $ 0.16 $ 0.17 $ 2.01 $ 1.24
======== ======= ======== ========
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THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited) March 25, 2004 June 26, 2003 -------------- ------------- |
Cash $ 1,684 $ 2,448
Accounts receivable, less allowances
of $3,288 and $1,552, respectively 31,825 29,142
Inventories 152,168 112,016
Deferred income taxes 1,047 1,257
Income taxes receivable -- 469
Prepaid expenses and other current assets 2,287 2,192
-------- --------
TOTAL CURRENT ASSETS 189,011 147,524
-------- --------
PROPERTY, PLANT AND EQUIPMENT:
Land 1,863 1,863
Buildings 65,530 61,485
Machinery and equipment 95,247 89,980
Furniture and leasehold improvements 5,435 5,385
Vehicles 2,990 3,185
Construction in progress 124 1,057
-------- --------
171,189 162,955
Less: Accumulated depreciation 102,092 95,838
-------- --------
TOTAL PROPERTY, PLANT AND EQUIPMENT 69,097 67,117
-------- --------
OTHER ASSETS:
Goodwill 1,242 1,242
Intangibles 2,808 3,128
Miscellaneous 4,334 4,716
-------- --------
TOTAL OTHER ASSETS 8,384 9,086
-------- --------
TOTAL ASSETS $266,492 $223,727
======== ========
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Notes payable $ 45,915 $ 29,702
Current maturities of long-term debt 19,415 10,776
Accounts payable 24,505 13,658
Drafts payable 9,084 5,507
Accrued expenses 13,733 12,699
Income taxes payable 330 --
-------- --------
TOTAL CURRENT LIABILITIES 112,982 72,342
-------- --------
LONG-TERM DEBT 11,279 29,640
-------- --------
LONG-TERM DEFERRED INCOME TAXES 2,969 2,964
-------- --------
STOCKHOLDERS' EQUITY
Class A Common Stock, convertible to Common
Stock on a per share basis, cumulative
voting rights of ten votes per share, $.01
par value; 10,000,000 shares authorized,
3,667,426 shares issued and outstanding 37 37
Common Stock, non-cumulative voting rights
of one vote per share, $.01 par value;
10,000,000 shares authorized, 5,856,924
and 5,775,564 shares issued and
outstanding, respectively 59 58
Capital in excess of par value 60,224 58,911
Retained earnings 80,146 60,979
Treasury stock, at cost; 117,900 shares (1,204) (1,204)
-------- ---------
TOTAL STOCKHOLDERS' EQUITY 139,262 118,781
-------- ---------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $266,492 $223,727
======== =========
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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 Thirty-nine Weeks Ended
-------------------------------
March 25, 2004 March 27, 2003
-------------- --------------
Cash flows from operating activities:
Net income $ 19,167 $ 11,494
Adjustments:
Depreciation and amortization 8,367 8,136
Loss (gain) on disposition of properties 24 (5)
Deferred income taxes 215 --
Tax benefit of option exercises 838 --
Change in current assets and current
liabilities:
Accounts receivable, net (2,683) (4,031)
Inventories (40,152) (35,688)
Prepaid expenses and other
current assets (95> 907
Accounts payable 10,847 2,219
Drafts payable 3,577 3,988
Accrued expenses 1,034 2,469
Income taxes receivable/payable 799 824
Other (1,184) (916)
-------- --------
Net cash provided by (used in)
operating activities 754 (10,603)
-------- --------
Cash flows from investing activities:
Purchases of property, plant and equipment (5,096) (4,307)
Facility expansion costs (3,390) (1,910)
Proceeds from disposition of properties 1 20
-------- --------
Net cash used in investing activities (8,485) (6,197)
-------- --------
Cash flows from financing activities:
Net borrowings on notes payable 16,213 20,737
Principal payments on long-term debt (9,722) (4,667)
Issuance of Common Stock 476 451
-------- --------
Net cash provided by financing activities 6,967 16,521
-------- --------
Net decrease in cash (764) (279)
Cash:
Beginning of period 2,448 1,272
-------- --------
End of period $ 1,684 $ 993
======== ========
Supplemental disclosures:
Interest paid $ 3,153 $ 3,749
Income taxes paid 10,482 6,580
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THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
JOHN B. SANFILIPPO & SON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollars in thousands)
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 adjustments, consisting only of normal recurring adjustments which, in the opinion of management, are necessary for the fair presentation of the results of the interim periods. The interim results of operations are not necessarily indicative of the results to be expected for a full year. The data presented on the balance sheet for the fiscal year ended June 26, 2003 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 2003 Annual Report filed on Form 10-K/A for the year ended June 26, 2003 and its unaudited first quarter financial statements filed on Form 10-Q/A which reflect a restatement to change the classification of freight costs, which had previously been reflected as a reduction in net sales rather than selling expenses, in accordance with Emerging Issues Task Force No. 00-10, "Accounting for Shipping and Handling Fees and Costs." See Note 7.
March 25, June 26,
2004 2003
--------- ---------
Raw material and supplies $ 83,745 $ 36,852
Work-in-process and finished goods 68,423 75,164
-------- --------
$152,168 $112,016
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For the Quarter Ended March 25, 2004
-------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Net Income $1,556
Basic Earnings Per Common Share
Income available to common
stockholders $1,556 9,396,394 $0.17
=====
Effect of Dilutive Securities
Stock options 210,367
---------
Diluted Earnings Per Common Share
Income available to common
stockholders $1,556 9,606,761 $0.16
====== ========= =====
For the Quarter Ended March 27, 2003
-------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Net Income $1,573
Basic Earnings Per Common Share
Income available to common
stockholders $1,573 9,182,250 $0.17
=====
Effect of Dilutive Securities
Stock options 187,993
---------
Diluted Earnings Per Common Share
Income available to common
stockholders $1,573 9,370,243 $0.17
====== ========= =====
For the Thirty-nine Weeks Ended
March 25, 2004
-------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Net Income $19,167
Basic Earnings Per Common Share
Income available to common
stockholders $19,167 9,362,123 $2.05
=====
Effect of Dilutive Securities
Stock options 196,671
---------
Diluted Earnings Per Common Share
Income available to common
stockholders $19,167 9,558,794 $2.01
======= ========= =====
For the Thirty-nine Weeks Ended
March 27, 2003
-------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Net Income $11,494
Basic Earnings Per Common Share
Income available to common
stockholders $11,494 9,163,133 $1.25
=====
Effect of Dilutive Securities
Stock options 120,070
---------
Diluted Earnings Per Common Share
Income available to common
stockholders $11,494 9,283,203 $1.24
======= ========= =====
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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:
Number of Weighted-Average
Options Exercise Price
--------- ----------------
Quarter Ended March 25, 2004 -- $ --
Quarter Ended March 27, 2003 25,400 $13.75
Thirty-nine Weeks Ended March 25, 2004 8,714 $16.48
Thirty-nine Weeks Ended March 27, 2003 68,888 $10.38
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The following summarizes net sales by distribution channel.
Third Quarter Ended
------------------------------
Distribution Channel March 25, 2004 March 27, 2003
-------------------- -------------- --------------
Consumer $ 48,485 $43,651
Industrial 24,397 22,122
Food Service 11,469 8,346
Contract Packaging 8,148 5,306
Export 7,663 7,526
-------- -------
Total $100,162 $86,951
======== =======
Thirty-nine Weeks Ended
------------------------------
Distribution Channel March 25, 2004 March 27, 2003
-------------------- -------------- --------------
Consumer $227,186 $184,217
Industrial 82,479 65,122
Food Service 34,203 25,980
Contract Packaging 23,015 19,312
Export 29,432 25,754
-------- --------
Total $396,315 $320,385
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The following summarizes sales by product type as a percentage of total gross sales. The information is based on gross sales, rather than net sales, because certain adjustments, such as promotional discounts, are not allocable to product types.
Third Quarter Ended Thirty-nine Weeks Ended
------------------- -----------------------
Product Type March 25, March 27, March 25, March 27,
2004 2003 2004 2003
-------- -------- -------- --------
Peanuts 28.3% 28.0% 25.3% 24.8%
Pecans 17.3 16.0 20.9 19.1
Cashews & Mixed Nuts 21.0 23.8 22.2 23.4
Walnuts 8.2 8.2 10.4 11.7
Almonds 15.2 12.0 11.5 9.2
Other 10.0 12.0 9.7 11.8
----- ----- ----- -----
Total 100.0% 100.0% 100.0% 100.0%
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sheet, changes in stockholders' equity and cash flows. The table below summarizes the effect of the change in classification.
AS REPORTED AS RESTATED
----------- -----------
(unaudited)
Net Sales for the -
Quarter ended March 27, 2003 $ 84,284 $ 86,951
Thirty-nine weeks ended March 27, 2003 311,589 320,385
Gross Profit for the -
Quarter ended March 27, 2003 13,072 15,647
Thirty-nine weeks ended March 27, 2003 46,672 55,862
Selling Expenses for the -
Quarter ended March 27, 2003 5,750 8,325
Thirty-nine weeks ended March 27, 2003 16,432 25,622
Total Operating Expenses for the -
Quarter ended March 27, 2003 9,420 11,995
Thirty-nine weeks ended March 27, 2003 24,719 33,909
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In conjunction with the offering, an equal number of shares were sold by selling stockholders, all of whom are directors and executive officers of the Company or are related to directors and executive officers of the Company. Prior to the offering, 1,070,000 shares of the Company's Class A Common Stock were converted to Common Stock by the selling stockholders for the offering. The selling stockholders also sold 80,000 shares of previously outstanding Common Stock.
The proceeds were immediately used to reduce the outstanding borrowings under the Company's bank credit facility. In addition, the Company intends to repay approximately $18.6 million of long-term debt during the fourth quarter of fiscal 2004. Approximately $8.9 million of this long-term debt was previously scheduled for repayment in the next twelve months. An additional $9.7 million of long-term debt was reclassified to current liabilities as a result of the planned prepayment.
The full details of the offering are included in the prospectus filed under Rule 424(b)(4) under the Securities Act of 1933 as filed by the Company on March 24, 2004.
Fiscal 2003 was a record-setting year for the Company, in terms of both sales and profitability. While this momentum has continued throughout fiscal 2004, gross margins have decreased in the third quarter from those realized during the first two quarters. Net sales increased to $100.2 million for the quarter ended March 25, 2004 compared to $87.0 million for the quarter ended March 27, 2003, representing a 15.2% increase. Net sales increased to $396.3 million for the thirty-nine weeks ended March 25, 2004 compared to $320.4 million for the same period in fiscal 2003 representing a 23.7% increase. While the thirty-nine week growth was achieved primarily through unit volume increases throughout all of the Company's major distribution channels, roughly two-thirds of the sales increase in the third quarter was due to higher average selling prices, primarily on industrial and export sales. Gross margin decreased by 3.5 percentage points for the quarterly comparative period, but increased by 1.0 percentage points for the thirty-nine week comparative period. The quarterly gross margin decrease in the third quarter of fiscal 2004 was due primarily to generally higher procurement costs for all major nuts. In addition, pursuant to the results of a regular quarterly physical inventory, the Company reduced its estimate of its bulk- stored almond inventories at the end of its current quarter, accounting for approximately 0.5 percentage points of the 3.5 percentage point decline in gross margin. See "Factors That May Affect Future Results - Inventory Measurement". The thirty-nine week improvement in gross margin was due primarily to unit volume sales increases while certain costs of sales remained fixed, lower peanut costs in the first quarter of fiscal 2004 and certain other non- recurring benefits in fiscal 2004. Additionally, the first quarter of fiscal 2003 included certain non-recurring items that negatively impacted its gross margin. Net income was approximately $1.6 million for both the quarter ended March 25, 2004 and March 27, 2003. Net income for the thirty-nine week period ended March 25, 2004 increased by 66.8% to $19.2 million from the thirty-nine weeks ended March 27, 2003.
The Company believes that a portion of the overall increase in net sales, for both the quarter and thirty-nine weeks ended March 25, 2004, is attributable to the growing awareness of the health benefits of nuts and the current trend toward a low carbohydrate/high protein diet. The Company continually reviews nut consumption data prepared by various trade associations, marketing organizations and the United States Department of Agriculture to monitor trends in its business. Crop estimates are also reviewed to determine the available supply of various nuts, although due to the susceptibility of crops to wide year-over-year variations, this information is typically only useful for short periods of time. The Company then develops business strategies through analysis of this consumption and supply information.
A significant factor in the improved margins for the thirty-nine weeks ended March 25, 2004 has been the effect of the termination of the federal peanut quota program in the 2002 Farm Bill, as defined below, which reduced the Company's costs for peanuts beginning in the second quarter of fiscal 2003. The positive effect on margins was partially offset by a smaller decrease in peanut selling prices. The gross profit margin on peanuts is now similar to the gross profit margin for all of the Company's products combined. Though the Company believes that the 2002 Farm Bill will continue to have a favorable impact on the purchase prices of peanuts for the foreseeable future, there is no assurance that the related favorable effects on margins will continue.
The Company faces a number of challenges as it works to continue record growth. Due to the recent unit volume sales growth, the Chicago area processing facilities operate at full capacity at certain times of the year. If unit volume sales growth continues, the Company could exceed its capacity to meet the demand for its products, especially prior to the completion of the planned facility consolidation project. If the Company proceeds with the facility consolidation project, which would require approximately four to five years to complete, it nevertheless would face potential disruptive effects on the business, such as cost overruns for the construction of the new facility or business interruptions that may result from the transfer of production to the new facility. In addition, the Company will continue to face the ongoing challenges inherent in its business such as food safety and regulatory issues, the antitrust investigation of a portion of the peanut shelling industry and the maintenance and growth of its customer base.
The Company's business is seasonal. Demand for peanut and other nut products is highest during the months of September, October, November and December. Peanuts, pecans, walnuts, almonds and cashews, the Company's principal raw materials, are purchased primarily during the period from August to February and are processed throughout the year. As a result of this seasonality, the Company's personnel and working capital requirements peak during the last four months of the calendar year. This seasonality also impacts capacity utilization at the Company's Chicago area facilities, with these facilities routinely operating at full capacity during the last four months of the calendar year.
Due primarily to the seasonal nature of the Company's business, the
Company maintains significant inventories of peanuts, pecans, walnuts,
almonds and other nuts at certain times of the year, especially during
the second and third quarters of the Company's fiscal year.
Fluctuations in the market prices of such nuts and changes in its
estimates of bulk-stored nut inventories may affect the value of the
Company's inventory and thus the Company's profitability. At March 25,
2004, the Company's inventories totaled approximately $152.2 million
compared to approximately $112.0 million at June 26, 2003, and
approximately $135.2 million at March 27, 2003. The increase in
inventories at March 25, 2004 when compared to June 26, 2003 occurred
primarily because the majority of nut purchases are made during the
second and third quarters of the Company's fiscal year. The increase
in inventories at March 25, 2004 when compared to March 27, 2003 is
primarily due to (i) an increase in the quantity of inshell pecans on
hand due to higher purchases during the first thirty-nine weeks of
fiscal 2004 than during the first thirty-nine weeks of fiscal 2003
(ii) an increase in finished goods to support the increase in sales
volume, and (iii) generally higher commodity costs, especially for
almonds and pecans. See "Factors That May Affect Future Results" -
"Availability of Raw Materials and Market Price Fluctuations." At
March 25, 2004, net accounts receivable were approximately $31.8
million compared to approximately $29.1 million at June 26, 2003 and
approximately $28.2 million at March 27, 2003. The increase in net
accounts receivable at March 25, 2004 when compared to June 26, 2003
is due primarily to the seasonality of the Company's business. The
increase in net accounts receivable at March 25, 2004 when compared to
March 27, 2003 is due primarily to the increase in net sales for the
third quarter of fiscal 2004 compared to the third quarter of fiscal
2003. See "Results of Operations - Net Sales". Current maturities of
long-term debt were
approximately $19.4 million at March 25, 2004 compared to approximately $10.8 million at June 26, 2003. The increase is due to the Company's intention to use a portion of the proceeds of its follow-on public offering, which was completed in April 2004, to prepay approximately $18.6 million of its long-term debt. See "Liquidity and Capital Resources" - "Additional Public Offering".
The Company's fiscal year ends on the final Thursday of June each year, and typically consists of fifty-two weeks (four thirteen week quarters). References herein to fiscal 2004 are to the fiscal year ending June 24, 2004. References herein to fiscal 2003 are to the fiscal year ended June 26, 2003.
As a result of this restatement, net sales, gross profit, selling expenses and total selling, general and administrative expenses each increased by the corresponding amount of freight costs. These changes had no effect on income, including net income and earnings per share, or on the consolidated balance sheet, stockholders' equity and cash flows.
EITF 00-10 allows companies to classify shipping and handling costs in either or both of cost of goods sold or selling, general and administrative costs. The Company has elected to classify shipping and handling costs (including freight costs) as selling expenses. The Company believes this presentation makes its financial statements more comparable to similar companies in similar industries. Some other comparable companies, however, include shipping and handling costs in their costs of goods sold and others include portions of shipping and handling costs in both their cost of goods sold and selling, general and administrative expenses.
As a result of classifying freight costs as selling expenses, the Company reports a higher gross profit than if it were to classify these costs as cost of goods sold. Income from operations, net income and earnings per share would be the same under either approach.
volume sales, primarily in the consumer, industrial and food service distribution channels. The remainder of the increase in net sales for the thirty-nine week period was due to higher average selling prices, primarily in the industrial and export distribution channels for almonds and pecans.
The Company experienced significant growth in most of its key distribution channels. Net sales in the consumer distribution channel for the third quarter of fiscal 2004 increased $4.8 million when compared to the third quarter for fiscal 2003 and $43.0 million for the thirty-nine week period ended March 25, 2004, due primarily to an increase in Fisher brand and private label business through the expansion of business to existing customers. A significant portion of this expansion in the distribution of Fisher products came from short- term promotional activity, especially in the Chicago area, which may not result in a permanent increase in net sales. The quarterly increase in net sales in the industrial distribution channel was due primarily to higher selling prices on fixed-price contracts as these prices were based on higher commodity costs at the time of contracting. The increase in net sales in the industrial distribution channel for the thirty-nine week period was due primarily to the increased usage of nuts as ingredients in food products such as cereals and nutrition bars. The increase in net sales in the export distribution channel for the thirty-nine week period was due primarily to higher almond and pecan sales to the Asian and European markets. The increase in net sales in the food service distribution channel was due primarily to the food service industry rebounding from a decline in business during fiscal 2003. Net sales in the contract packaging distribution channel increased significantly for the quarterly period as a new products were introduced by the Company's larger customers in this channel.
The Company believes it is well-positioned for sales growth throughout its major distribution channels. The Company expects the increased demand for nuts to continue and thereby generate new selling opportunities in the near term, especially in the consumer distribution channel. The Company believes that industrial customers will continue to develop new products that contain nuts as an ingredient in the near term in order to capitalize on the increasing awareness of the health benefits of nuts. The Company also expects its food service business to improve as nuts are used more frequently in menu choices.
The following tables show quarterly and thirty-nine week comparisons of sales by distribution channel, and as a percentage of total net sales (dollars in thousands):
Third Quarter Ended
----------------------------------------
Distribution Channel March 25, 2004 March 27, 2003
-------------------- ------------------ -----------------
Consumer $ 48,485 48.4% $43,651 50.2%
Industrial 24,397 24.3 22,122 25.4
Food Service 11,469 11.5 8,346 9.6
Contract Packaging 8,148 8.1 5,306 6.1
Export 7,663 7.7 7,526 8.7
-------- ----- ------- -----
Total $100,162 100.0% $86,951 100.0%
======== ===== ======= =====
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Thirty-nine Weeks Ended
----------------------------------------
Distribution Channel March 25, 2004 March 27, 2003
-------------------- ------------------ -----------------
Consumer $227,186 57.3% $184,217 57.5%
Industrial 82,479 20.8 65,122 20.4
Food Service 34,203 8.7 25,980 8.1
Contract Packaging 23,015 5.8 19,312 6.0
Export 29,432 7.4 25,754 8.0
-------- ----- -------- -----
Total $396,315 100.0% $320,385 100.0%
======== ===== ======== =====
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The following table shows a quarterly and thirty-nine week comparison of sales by product type, as a percentage of total gross sales. The table is based on gross sales, rather than net sales, because certain adjustments, such as promotional discounts, are not allocable to product types.
Third Quarter Ended Thirty-nine Weeks Ended
------------------- -----------------------
Product Type March 25, March 27, March 25, March 27,
2004 2003 2004 2003
-------- -------- -------- --------
Peanuts 28.3% 28.0% 25.3% 24.8%
Pecans 17.3 16.0 20.9 19.1
Cashews & Mixed Nuts 21.0 23.8 22.2 23.4
Walnuts 8.2 8.2 10.4 11.7
Almonds 15.2 12.0 11.5 9.2
Other 10.0 12.0 9.7 11.8
----- ----- ----- -----
Total 100.0% 100.0% 100.0% 100.0%
===== ===== ===== =====
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Gross Profit. Gross profit for the third quarter of fiscal 2004 decreased approximately 7.5% to approximately $14.5 million from approximately $15.6 million for the third quarter of fiscal 2003. Gross profit margin decreased to approximately 14.5% for the third quarter of fiscal 2004 from approximately 18.0% for the third quarter of fiscal 2003. The decrease in gross profit margin was due primarily to: (i) generally higher commodity costs, especially for almonds and purchased pecans, which were not offset by corresponding price increases in the consumer distribution channel, (ii) low margins on fixed-price industrial and export almond contracts as almond costs increased after certain contracts were priced, (iii) a reduction in the regular quarterly estimate of bulk-stored almonds physically on- hand which accounted for 0.5 percentage points of the total 3.5 percentage point decrease in gross margin for the quarter, and (iv) the necessity to purchase certain quantities of pecans and almonds on the spot market in order to fulfill customer requirements. Gross profit for the first thirty-nine weeks of fiscal 2004 increased approximately 30.3% to approximately $72.8 million from approximately $55.9 million for the first thirty-nine weeks of fiscal 2003. Gross profit margin increased to approximately 18.4% for the first thirty- nine weeks of fiscal 2004 from approximately 17.4% for the first thirty-nine weeks of fiscal 2003. The increase in gross profit margin was due primarily to unit volume sales increases while certain costs of sales remained fixed, and lower peanut costs for the first quarter of fiscal 2004 compared to the first quarter of fiscal 2003. Also, favorably impacting gross profit margin for the first quarter of fiscal 2004 were better than anticipated results in the Company's pecan shelling operation, which led to a positive adjustment to our pecan inventory. These favorable results became apparent as the remaining balance of the 2002 pecan crop was shelled during the first quarter of fiscal 2004. The effect of this pecan quantity
increase was partially offset by an increase in the amount due to almond growers pursuant to the final settlement of the 2002 crop. The amounts paid to a majority of almond growers are dependent upon the final prices paid by certain of the Company's almond shelling competitors. Typically, final prices for almonds are not determined until the first quarter of the Company's fiscal year.
Selling and Administrative Expenses. Selling and administrative expenses as a percentage of net sales decreased to approximately 11.1% for the third quarter of fiscal 2004 from approximately 13.8% for the third quarter of fiscal 2003. For the first thirty-nine weeks of fiscal 2004, selling and administrative expenses as a percentage of net sales decreased to approximately 9.8% compared to approximately 10.6% for the first thirty-nine weeks of fiscal 2003. Selling expenses as a percentage of net sales decreased to approximately 8.5% for the third quarter of fiscal 2004 from approximately 9.6% for the third quarter of fiscal 2003. Selling expenses as a percentage of net sales decreased to approximately 7.2% for the first thirty-nine weeks of fiscal 2004 from approximately 8.0% for the first thirty-nine weeks of fiscal 2003. The decreases in selling expenses, for both the quarterly and thirty-nine week periods, are due primarily to the fixed nature of certain expenses in comparison to a larger revenue base. Administrative expenses as a percentage of net sales decreased to approximately 2.6% for the third quarter of fiscal 2004 to approximately 4.2% for the third quarter of fiscal 2003. Administrative expenses as a percentage of net sales increased to approximately 2.7% for the first thirty-nine weeks of fiscal 2004 from approximately 2.6% for the first thirty-nine weeks of fiscal 2003. The quarterly decrease was due primarily to the establishment of litigation reserves during the third quarter of fiscal 2003 for matters which were subsequently settled. The increase for the thirty- nine week period was due primarily to higher employee incentive compensation attributable to the Company's improved operating results in fiscal 2004. The second quarter of fiscal 2003 also included the receipt of a contract settlement payment from a customer who previously chose not to honor a supply contract. Also contributing to the increases in administrative expenses were higher legal and professional fees related to (i) the United States Department of Justice's investigation of a portion of the peanut shelling industry and (ii) compliance with the Sarbanes-Oxley Act of 2002 and other corporate governance regulation. See "Factors That May Affect Future Results - Peanut Shelling Industry Antitrust Investigation."
Income from Operations. Due to the factors discussed above, income from operations decreased to approximately $3.4 million, or 3.4% of net sales, for the third quarter of fiscal 2004, from approximately $3.7 million, or 4.2% of net sales, for the third quarter of fiscal 2003. Income from operations increased to approximately $33.9 million, or 8.5% of net sales, for the first thirty-nine weeks of fiscal 2004, from approximately $22.0 million, or 6.9% of net sales, for the first thirty-nine weeks of fiscal 2003.
Interest Expense. Interest expense decreased to approximately $1.0 million for the third quarter of fiscal 2004 from approximately $1.2 million for the third quarter of fiscal 2003. For the first thirty- nine weeks of fiscal 2003, interest expense decreased to approximately $2.8 million from approximately $3.5 million for the first thirty-nine weeks of fiscal 2003. The decreases in interest expense, for both the quarterly and thirty-nine week periods, were due primarily to lower average rates of borrowings and lower balances resulting from scheduled debt payments. During the first quarter of fiscal 2004, the Company paid the first of three annual installments on its $15.0 million subordinated debt, which bears a 9.38% interest rate.
Income Taxes. Income tax expense was approximately $1.0 million, or 39.0% of income before income taxes for the third quarter of fiscal 2004 compared to approximately $1.0 million, or 39.0% of income before income taxes, for the third quarter of fiscal 2003. Income tax expense was approximately $12.3 million, or 39.0% of income before income taxes for the first thirty-nine
weeks of fiscal 2004 compared to approximately $7.3 million, or 39.0% of income before income taxes, for the first thirty-nine weeks of fiscal 2003.
Net Income. Net income was approximately $1.6 million, or $0.17 basic per common share ($0.16 diluted), for the third quarter of fiscal 2004, compared to approximately $1.6 million, or $0.17 basic and diluted per common share, for the third quarter of fiscal 2003. Net income was approximately $19.2 million, or $2.05 basic per common share ($2.01 diluted), for the first thirty-nine weeks of fiscal 2004, compared to approximately $11.5 million, or $1.25 basic per common share ($1.24 diluted), for the first thirty-nine weeks of fiscal 2003, due to the factors discussed above.
The Company is currently planning the consolidation of its Chicago area production facilities into a single location through the construction of a new production facility. If the project proceeds, it is unlikely that the project could be financed using solely the Company's existing credit facilities. In that event, the Company would consider the use of other financing alternatives including, but not limited to, debt financing, proceeds from the sale of existing Chicago area facilities and/or cash flows from operating activities. The site selection and groundbreaking are expected to occur during the first half of fiscal 2005. The Company currently projects that the facility consolidation project will require a total investment of approximately $75.0 to $85.0 million, which would be incurred during the next four to five years. During the first thirty-nine weeks of fiscal 2004, the Company repaid approximately $9.7 million of long-term debt compared to approximately $4.7 million during the first thirty-nine weeks of fiscal 2003, as the first scheduled annual $5.0 million payment of subordinated debt under the Additional Long-Term Financing (as defined below) became due.
In conjunction with the offering, an equal number of shares were sold by selling stockholders, all of whom are directors and executive officers of the Company or are related to directors and executive officers of the Company. Prior to the offering, 1,070,000 shares of the Company's Class A Common Stock were converted to Common Stock by the selling stockholders for the offering. The selling stockholders also sold 80,000 shares of previously outstanding Common Stock.
The proceeds were immediately used to reduce the outstanding borrowings under the Company's Bank Credit Facility (as defined below). In addition, the Company intends to repay approximately $18.6 million of long-term debt during the fourth quarter of fiscal 2004, including the prepayment in full of the Long-Term Credit Facility (as defined below) and the Additional Long-Term Financing. Approximately $8.9 million of this long-term debt was previously scheduled for repayment in the next twelve months. An additional $9.7 million of long-term debt was reclassified to current liabilities as a result of the planned prepayment.
The full details of the offering are included in the prospectus filed under Rule 424(b)(4) under the Securities Act of 1933 as filed by the Company on March 24, 2004.
As of March 25, 2004, the total principal amount outstanding under the $35.0 million long-term credit facility entered into in 1992 (the "Long-Term Financing Facility") was approximately $3.8 million. Of the $3.8 million, $1.4 million bears interest at rates ranging from 7.34% to 9.18% per annum payable quarterly, and requires equal semi-annual principal installments of approximately $1.3 million, with the final installment due on August 16, 2004. The remaining approximately $2.4 million of this indebtedness bears interest at a rate of 9.16% per annum payable quarterly, and requires equal semi-annual principal installments of approximately $0.5 million, with the final installment due on May 15, 2006. The Company intends to prepay all amounts outstanding under the Long-Term Financing Facility during the fourth quarter of fiscal 2004. See "Additional Public Offering".
As of March 25, 2004, the total principal amount outstanding under the $25.0 million long-term credit facility entered into in 1995 (the "Additional Long-Term Financing") was approximately $12.9 million. Of the $12.9 million, approximately $2.9 million bears interest at an 8.3% rate per annum payable semiannually and requires equal annual principal installments of approximately $1.4 million, with the final installment due on September 1, 2005. The remaining $10.0 million of this indebtedness (which is subordinated to the Company's other financing facilities) bears interest at a rate of 9.38% per annum payable semiannually, and requires equal annual principal installments of $5.0 million, with the final installment due on September 1, 2005. The Company intends to prepay all amounts outstanding under the Additional Long-Term Financing during the fourth quarter of fiscal 2004. See "Additional Public Offering".
As of March 25, 2004, the Company had $6.75 million in aggregate principal amount of industrial development bonds outstanding, which was used to finance the acquisition, construction and equipping of the Bainbridge, Georgia facility. The bonds bear interest payable semiannually at 4.00% (which was reset on June 1, 2002) through May 2006. On June 1, 2006, 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 remarketed 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 approximately $0.3 million in fiscal 2004 to approximately $0.8 million in fiscal 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.
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 to the date the dividend is declared, (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 March 25, 2004, the Company was in compliance with all restrictive covenants under its financing facilities. The Company has received consents from the lenders under the Bank Credit Facility to prepay the amounts outstanding under the Long-Term Credit Facility and the Additional Long-Term Financing..
The Company believes that cash flow from operating activities, the recently completed follow-on public offering and funds available under the Bank Credit Facility will be sufficient to meet working capital requirements and anticipated capital expenditures for the near future. However, additional financing sources may be required to fund the $75.0 - $85.0 of capital expenditures that would be necessary for the facility consolidation project over the next four to five years.
If worldwide demand for nuts continues at recent rates, and supply does not expand to meet demand, a reduction in availability and an increase in the cost of raw materials would occur. This type of increase was experienced during the third quarter of fiscal 2004 for almonds and pecans. The Company does not hedge against changes in commodity prices, and thus, shortages in the supply of and increases in the prices of nuts and other raw materials used by the Company in its products (to the extent that cost increases cannot be passed on to customers) could have an adverse impact on the Company's profitability. Furthermore, fluctuations in the market prices of nuts may affect the value of the Company's inventories and profitability. The Company has significant inventories of nuts that would be adversely affected by any decrease in the market price of such raw materials. See "General".
The Company is unable to engage in hedging activity related to commodity prices, since there are no established futures markets for nuts. Approximately 37% of nut purchases for fiscal 2003 were made from foreign countries, and while these purchases were payable in U.S. dollars, the underlying costs may fluctuate with changes in the value of the U.S. dollar relative to the currency in the foreign country.
The Company is exposed to interest rate risk on the Bank Credit Facility, its only variable rate credit facility. A hypothetical 10% adverse change in weighted-average interest rates would have had an immaterial impact on the Company's net income and cash flows from operating activities.
(b) Reports on Form 8-K:
On January 29, 2004, the Company filed a Current Report on
Form 8-K, dated January 27, 2004, announcing quarterly
financial results.
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 5, 2004 By: /s/ Michael J. Valentine
------------------------
Michael J. Valentine
Executive Vice President
Finance, Chief Financial Officer
and Secretary
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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")(16)
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(8)
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(9)
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(9)
4.11 Amended and Restated Guaranty Agreement dated as of October 19,
1993 by Sunshine in favor of Prudential(7)
4.12 Amendment to the Second Amended and Restated Note Agreement
dated May 21, 1997 by and among Prudential, Sunshine and the
Registrant(17)
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")(18)
4.14 Guaranty Agreement dated as of March 31, 1998 by JBS
International, Inc. ("JBSI") in favor of Prudential(18)
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(21)
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4.16 Amendment to the Second Amended and Restated Note Agreement dated May 30, 2003 by and among Prudential, the Registrant and JBSI(26)
4.17 Guaranty Agreement dated as of May 30, 2003 by JBSI in favor of Prudential(26)
4.18 Note Purchase Agreement dated as of August 30, 1995 between the Registrant and Teachers Insurance and Annuity Association of America ("Teachers")(13)
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(13)
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(13)
4.21 Guaranty Agreement dated as of August 30, 1995 by Sunshine in favor of Teachers (Senior Notes)(13)
4.22 Guaranty Agreement dated as of August 30, 1995 by Sunshine in favor of Teachers (Senior Subordinated Notes)(13)
4.23 Amendment, Consent and Waiver, dated as of March 27, 1996, by and among Teachers, Sunshine and the Registrant(15)
4.24 Amendment No. 2 to Note Purchase Agreement dated as of January 24, 1997 by and among Teachers, Sunshine and the Registrant(16)
4.25 Amendment to Note Purchase Agreement dated May 19, 1997 by and among Teachers, Sunshine and the Registrant(18)
4.26 Amendment No. 3 to Note Purchase Agreement dated as of March 31, 1998 by and among Teachers, Sunshine, Quantz and the Registrant(18)
4.27 Guaranty Agreement dated as of March 31, 1998 by JBSI in favor of Teachers (Senior Notes)(18)
4.28 Guaranty Agreement dated as of March 31, 1998 by JBSI in favor of Teachers (Senior Subordinated Notes)(18)
4.29 Amendment and Waiver to Note Purchase Agreement dated February 5, 1999 by and among Teachers, Sunshine, Quantz, JBSI and the Registrant(21)
4.30 Amendment and waiver to Note Purchase Agreement dated October 26, 1999 between Teachers 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 (the "Touhy Avenue Lease") dated November 1, 1985 between the Registrant and LNB, as Trustee under Trust Agreement dated September 20, 1966 and known as Trust No. 34837(10)
10.3 First Amendment to the Touhy Avenue Lease dated June 1, 1987(10)
10.4 Second Amendment to the Touhy Avenue Lease dated December 14, 1990(10)
10.5 Third Amendment to the Touhy Avenue Lease dated September 1, 1991(14)
10.6 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)
10.7 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)
10.8 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)
10.9 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(11)
10.10 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(19)
10.11 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(11)
10.12 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(11)
10.13 Tax Indemnification Agreement between Registrant and certain
Stockholders of Registrant prior to its initial public offering(2)
10.14 Indemnification Agreement between Registrant and certain
Stockholders of Registrant prior to its initial public offering(2)
10.15 The Registrant's 1991 Stock Option Plan(1)
10.16 First Amendment to the Registrant's 1991 Stock Option Plan(4)
10.17 Outsource Agreement between the Registrant and Preferred Products,
Inc. dated January 19, 1995 [CONFIDENTIAL TREATMENT REQUESTED](11)
10.18 Letter Agreement between the Registrant and Preferred Products,
Inc. dated February 24, 1995, amending the Outsource Agreement
dated January 19, 1994 [CONFIDENTIAL TREATMENT REQUESTED](11)
10.19 The Registrant's 1995 Equity Incentive Plan(12)
10.20 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")(14)
10.21 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(14)
27
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10.22 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(14)
10.23 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(14)
10.24 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(18)
10.25 The Registrant's 1998 Equity Incentive Plan(21)
10.26 First Amendment to the Registrant's 1998 Equity Incentive Plan(24)
10.27 Second Amendment to Credit Agreement dated May 10, 2000 by and
among the Registrant, JBSI, USB as Agent, LNB and SunTrust Bank,
N.A.("STB")(replacing KNA)(23)
10.28 Third Amendment to Credit Agreement dated May 20, 2002 by and
among the Registrant, JBSI, USB as Agent, LNB and STB(25)
10.29 Fourth Amendment to Credit Agreement dated May 30, 2003 by and
among the Registrant, JBSI, USB as Agent, LNB and STB(26)
10.30 Revolving Credit Note in the principal amount of $40.0 million
executed by the Registrant and JBSI in favor of USB, dated as of
May 30, 2003(26)
10.31 Revolving Credit Note in the principal amount of approximately
$22.9 million executed by the Registrant and JBSI in favor of
STB, dated as of May 30, 2003(26)
10.32 Revolving Credit Note in the principal amount of approximately
$17.1 million executed by the Registrant and JBSI in favor of
LSB, dated as of May 30, 2003(26)
10.33 Industrial Building Lease between the Registrant and Cabot
Acquisition, LLC dated April 18, 2003(26)
10.34 Amended and Restated 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, dated December 31, 2003(27)
10.35 Amended and Restated John B. Sanfilippo & Son, Inc. Split-Dollar
Insurance Agreement Number Two among Michael J. Valentine, as
trustee of the Valentine Life Insurance Trust, Mathias Valentine,
Mary Valentine and Registrant, dated December 31, 2003(27)
10.36 Request for Waiver and Restriction on Transfer, dated January 22,
2004, by and between the Registrant and each holder of the
Registrant's Class A Common Stock(28)
10.37 Letter Agreement, dated January 21, 2004, by and between the
Registrant and Mathias A. Valentine(28)
10.38 Letter Agreement, dated January 21, 2004, by and between the
Registrant and Michael J. Valentine, Trustee of the Michael J.
Valentine Trust(28)
10.39 Letter Agreement, dated January 21, 2004, by and between the
Registrant and Michael J. Valentine, Trustee of the James
Valentine Trust(28)
28
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10.40 Letter Agreement, dated January 21, 2004, by and between the
Registrant and Michael J. Valentine, Trustee of the Mary Jo
Carroll Trust(28)
10.41 Letter Agreement, dated January 21, 2004, by and between the
Registrant and Marian Sanfilippo, Trustee of the John E.
Sanfilippo Irrevocable Trust Agreement Dated 10/08/96(28)
10.42 Letter Agreement, dated January 21, 2004, by and between the
Registrant and Marian Sanfilippo, Trustee of the James J.
Sanfilippo Irrevocable Trust Agreement Dated 10/08/96(28)
10.43 Letter Agreement, dated January 21, 2004, by and between the
Registrant and Marian Sanfilippo, Trustee of the Jeffrey T.
Sanfilippo Irrevocable Trust Agreement Dated 10/08/96(28)
10.44 Letter Agreement, dated January 21, 2004, by and between the
Registrant and Marian Sanfilippo, Trustee of the Lisa
Sanfilippo Irrevocable Trust Agreement Dated 1/21/93(28)
10.45 Letter Agreement, dated January 21, 2004, by and between the
Registrant and Marian Sanfilippo, Trustee of the Jasper B.
Sanfilippo Irrevocable Trust Agreement Dated 10/08/96(28)
10.46 Amendment, dated February 12, 2004, to Amended and Restated 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, dated
December 31, 2003(28)
10.47 Amendment, dated February 12, 2004, toAmended and Restated John
B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement Number
Two among Michael J. Valentine, as trustee of the Valentine Life
Insurance Trust, Mathias Valentine, Mary Valentine and
Registrant, dated December 31, 2003(28)
31.1 Certification of Jasper B. Sanfilippo pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, as amended, filed herewith
31.2 Certification of Michael J. Valentine pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, as amended, filed herewith
32.1 Certification of Jasper B. Sanfilippo pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, filed herewith
32.2 Certification of Michael J. Valentine pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, filed herewith
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(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 Quarterly Report on Form 10-Q for the third quarter ended September 30, 1993 (Commission File No. 0-19681).
(8) Incorporated by reference to the Registrant's Current Report on Form 8-K dated September 15, 1993 (Commission File No. 0-19681).
(9) Incorporated by reference to the Registrant's Current Report and Form 8-K dated June 23, 1994 (Commission File No. 0-19681).
(10) 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).
(11) 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).
(12) 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).
(13) Incorporated by reference to the Registrant's Current Report on Form 8-K dated September 12, 1995 (Commission File No. 0-19681).
(14) 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).
(15) 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).
(16) 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).
(17) Incorporated by reference to the Registrant's Current Report on Form 8-K dated May 21, 1997 (Commission File No. 0-19681).
(18) 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).
(19) 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).
(20) 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).
(21) 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).
(22) 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).
(23) 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).
(24) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the second quarter ended December 28, 2000 (Commission File No. 0-19681).
(25) Incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 27, 2002 (Commission File No. 0-19681).
(26) Incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 26, 2003 (Commission File No. 0-19681).
(27) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the second quarter ended December 25, 2003 (Commission File No. 0-19681).
(28) Incorporated by reference to the Registrant's Registration Statement on Form S-3 (Amendment No. 2), Registration No. 333-112221, as filed with the Commission on March 10, 2004.
THIS AMENDMENT (the "Amendment") is made and entered into as of the 12th day of February, 2004, by and between John B. Sanfilippo & Son, Inc., an Illinois corporation (the "Company"), Jasper B. Sanfilippo, individually, Marian R. Sanfilippo, individually (collectively the "Insureds" and individually an "Insured"), and John E. Sanfilippo (the "Trustee"), not individually, but as Trustee of the Jasper and Marian Sanfilippo Irrevocable Trust, dated September 23, 1990.
WHEREAS, the Company, Jasper B. Sanfilippo, Marian R. Sanfilippo, and the Trustee executed an Amended and Restated John B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement Number One on December 31, 2003 (the "Agreement"); and
WHEREAS, pursuant to Paragraph 18 of the Agreement, the parties thereto have the right to amend or modify the Agreement in whole or in part by the written agreement of all of the parties; and
WHEREAS, the parties now wish to amend the Agreement in certain respects;
NOW, THEREFORE, in consideration of the mutual promises made by the parties herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
1. The first sentence of Paragraph 8 of the Agreement is hereby deleted in its entirety and the following new sentence is substituted therefor:
"For each year that this Agreement is in effect, the Company shall furnish to each Insured an annual report that includes a statement of the amounts of taxable income reportable by the Insureds for federal and state income tax purposes as a result of the Company's payment of the Policies' premiums."
2. Paragraph 10 of the Agreement is hereby deleted in its entirety and the following new Paragraph 10 is substituted therefor:
(a) Termination Events. This Agreement shall terminate during the Insured's lifetime (or, in the case of a joint-and- survivor policy that is subject to the terms of this Agreement, during the life of the surviving Insured) upon the first to occur of the following (the "Termination Event"):
(i) Surrender of the Policies by the Company, which has the sole and exclusive right to surrender;
(ii) Failure of the Company to make a premium payment as required pursuant to Paragraph 3 hereunder;
(iii) Total cessation of the Company's business; or
(iv) Bankruptcy, receivership, or dissolution of the Company.
Within ten (10) days after the Termination Event, the Company shall provide written notice to the Trustee of the occurrence of the Termination Event. Such notice shall specify the termination date of this Agreement and also inform the Trustee of the Trustee's option rights under Paragraph 11 of this Agreement.
(b) Termination By Written Notice. In addition, either the Company or the Trustee may terminate this Agreement unilaterally and without cause, so long as no premium under a Policy is overdue, by written notice to the other party of such intent to terminate the Agreement. Such termination shall be effective as of the date specified in such notice."
3. The first sentence of Paragraph 11(a) of the Agreement is hereby deleted in its entirety and the following new sentence is substituted therefor:
"For sixty (60) days after the date of the termination of this Agreement pursuant to Paragraph 10 above, the Trustee shall have the option to purchase any of the Policies from the Company."
4. The first sentence of Paragraph 11(b) of the Agreement is hereby deleted in its entirety and the following new sentence is substituted therefor:
"If the Trustee fails to exercise such option within such sixty (60) day period, then the Company may surrender or cancel the Policies for their cash surrender values, or it may change the beneficiary designation provisions of the Policies naming itself or any other person or entity as the revocable beneficiary thereof, or exercise any other ownership rights in and to the Policies, without regard to the provisions thereof."
5. Paragraph 15(d)(i) of the Agreement is hereby deleted in its entirety and the following new Paragraph 15(d)(i) is substituted therefor:
"(d) Claims Procedures.
(i) For claims procedure purposes, the "Claims Manager" shall be Bill Pokrajac or his/her designee. At any time, the Company may remove the Claims Manager with or without cause. Within sixty (60) days of the removal of the Claims Manager, the Company shall appoint a successor Claims Manager. The Company shall provide written notice of such appointment to all of the parties hereto within sixty (60) days of the appointment of a successor Claims Manager."
6. The last sentence of Paragraph 15(d)(ii) of the Agreement is hereby deleted in its entirety and the following new sentence is substituted therefor:
"The Claims Manager's explanation shall be in writing and shall be delivered to the claimant within sixty (60) days of the date on which the claim is filed."
7. The first sentence of Paragraph 15(d)(iii) of the Agreement is hereby deleted in its entirety and the following new sentence is substituted therefor:
"The claimant (or his or her duly authorized representative) shall have sixty (60) days following the claimant's receipt of the denial of the claim to file with the Claims Manager a written request for review of the denial."
8. Paragraph 15(d)(iv) of the Agreement is hereby deleted in its entirety and the following new Paragraph 15(d)(iv) is substituted therefor:
"(iv) The Claims Manager shall decide the issue on review and furnish the claimant with a copy of his or her decision within sixty (60) days of the receipt of the claimant's request for review of his or her claim. The decision on review shall be in writing and shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, as well as specific references to the pertinent provisions of the Agreement on which the decision is based."
9. In all other respects, the parties hereby ratify the terms of the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
JOHN B. SANFILIPPO & SON, INC.
By: /s/ WILLIAM R. POKRAJAC
-----------------------
Its: Vice President of Finance
/s/ JASPER B. SANFILIPPO
------------------------
Jasper B. Sanfilippo
/s/ MARIAN R. SANFILIPPO
------------------------
Marian R. Sanfilippo
|
JASPER AND MARIAN SANFILIPPO
IRREVOCABLE TRUST, DATED
SEPTEMBER 23, 1990
By: /s/ JOHN E. SANFILIPPO
----------------------
John E. Sanfilippo, Trustee
|
THIS AMENDMENT (the "Amendment") is made and entered into as of the 12th day of February, 2004, by and between John B. Sanfilippo & Son, Inc., an Illinois corporation (the "Company"), Mathias Valentine, individually, Mary Valentine, individually (collectively the "Insureds" and individually an "Insured"), and Michael J. Valentine (the "Trustee"), not individually, but as Trustee of the Valentine Life Insurance Trust, dated May 15, 1991.
WHEREAS, the Company, Mathias Valentine, Mary Valentine, and the Trustee executed an Amended and Restated John B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement Number Two on December 31, 2003 (the "Agreement"); and
WHEREAS, pursuant to Paragraph 18 of the Agreement, the parties thereto have the right to amend or modify the Agreement in whole or in part by the written agreement of all of the parties; and
WHEREAS, the parties now wish to amend the Agreement in certain respects;
NOW, THEREFORE, in consideration of the mutual promises made by the parties herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
1. The first sentence of Paragraph 8 of the Agreement is hereby deleted in its entirety and the following new sentence is substituted therefor:
"For each year that this Agreement is in effect, the Company shall furnish to each Insured an annual report that includes a statement of the amounts of taxable income reportable by the Insureds for federal and state income tax purposes as a result of the Company's payment of the Policies' premiums."
2. Paragraph 10 of the Agreement is hereby deleted in its entirety and the following new Paragraph 10 is substituted therefor:
(a) Termination Events. This Agreement shall terminate during the Insured's lifetime (or, in the case of a joint-and- survivor policy that is subject to the terms of this Agreement, during the life of the surviving Insured) upon the first to occur of the following (the "Termination Event"):
(i) Surrender of the Policies by the Company, which has the sole and exclusive right to surrender;
(ii) Failure of the Company to make a premium payment as required pursuant to Paragraph 3 hereunder;
(iii) Total cessation of the Company's business; or
(iv) Bankruptcy, receivership, or dissolution of the Company.
Within ten (10) days after the Termination Event, the Company shall provide written notice to the Trustee of the occurrence of the Termination Event. Such notice shall specify the termination date of this Agreement and also inform the Trustee of the Trustee's option rights under Paragraph 11 of this Agreement.
(b) Termination By Written Notice. In addition, either the Company or the Trustee may terminate this Agreement unilaterally and without cause, so long as no premium under a Policy is overdue, by written notice to the other party of such intent to terminate the Agreement. Such termination shall be effective as of the date specified in such notice."
3. The first sentence of Paragraph 11(a) of the Agreement is hereby deleted in its entirety and the following new sentence is substituted therefor:
"For sixty (60) days after the date of the termination of this Agreement pursuant to Paragraph 10 above, the Trustee shall have the option to purchase any of the Policies from the Company."
4. The first sentence of Paragraph 11(b) of the Agreement is hereby deleted in its entirety and the following new sentence is substituted therefor:
"If the Trustee fails to exercise such option within such sixty (60) day period, then the Company may surrender or cancel the Policies for their cash surrender values, or it may change the beneficiary designation provisions of the Policies naming itself or any other person or entity as the revocable beneficiary thereof, or exercise any other ownership rights in and to the Policies, without regard to the provisions thereof."
5. Paragraph 15(d)(i) of the Agreement is hereby deleted in its entirety and the following new Paragraph 15(d)(i) is substituted therefor:
"(d) Claims Procedures.
(i) For claims procedure purposes, the "Claims Manager" shall be Bill Pokrajac or his/her designee. At any time, the Company may remove the Claims Manager with or without cause. Within sixty (60) days of the removal of the Claims Manager, the Company shall appoint a successor Claims Manager. The Company shall provide written notice of such appointment to all of the parties hereto within sixty (60) days of the appointment of a successor Claims Manager."
6. The last sentence of Paragraph 15(d)(ii) of the Agreement is hereby deleted in its entirety and the following new sentence is substituted therefor:
"The Claims Manager's explanation shall be in writing and shall be delivered to the claimant within sixty (60) days of the date on which the claim is filed."
7. The first sentence of Paragraph 15(d)(iii) of the Agreement is hereby deleted in its entirety and the following new sentence is substituted therefor:
"The claimant (or his or her duly authorized representative) shall have sixty (60) days following the claimant's receipt of the denial of the claim to file with the Claims Manager a written request for review of the denial."
8. Paragraph 15(d)(iv) of the Agreement is hereby deleted in its entirety and the following new Paragraph 15(d)(iv) is substituted therefor:
"(iv) The Claims Manager shall decide the issue on review and furnish the claimant with a copy of his or her decision within sixty (60) days of the receipt of the claimant's request for review of his or her claim. The decision on review shall be in writing and shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, as well as specific references to the pertinent provisions of the Agreement on which the decision is based."
9. In all other respects, the parties hereby ratify the terms of the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
JOHN B. SANFILIPPO & SON, INC.
By: /s/ WILLIAM R. POKRAJAC
-----------------------
Its: Vice President of Finance
/s/ MATHIAS VALENTINE
---------------------
Mathias Valentine
/s/ MARY VALENTINE
------------------
Mary Valentine
|
VALENTINE LIFE INSURANCE TRUST,
DATED MAY 15, 1991
By: /s/ MICHAEL J. VALENTINE
------------------------
Michael J. Valentine, Trustee
|
I, Jasper B. Sanfilippo, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of John B. Sanfilippo & Son, Inc. for the quarter ended March 25, 2004;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
May 5, 2004
/s/ JASPER B. SANFILIPPO ------------------------ Jasper B. Sanfilippo Chairman of the Board and Chief Executive Officer |
I, Michael J. Valentine, certify that:
1. I have reviewed this Annual Report on Form 10-Q of John B. Sanfilippo & Son, Inc. for the quarter ended March 25, 2004;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
May 5, 2004
/s/ MICHAEL J. VALENTINE ------------------------ Michael J. Valentine Executive Vice President Finance, Chief Financial Officer and Secretary |
In connection with the Quarterly Report of John B. Sanfilippo & Son, Inc. (the "Company") on Form 10-Q for the quarter ended March 25, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jasper B. Sanfilippo, Chairman of the Board and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that based on my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
May 5, 2004
/s/ JASPER B. SANFILIPPO ------------------------ Jasper B. Sanfilippo Chairman of the Board and Chief Executive Officer |
In connection with the Quarterly Report of John B. Sanfilippo & Son, Inc. (the "Company") on Form 10-Q for the quarter ended March 25, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jasper B. Sanfilippo, Chairman of the Board and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that based on my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
May 5, 2004
/s/ MICHAEL J. VALENTINE ------------------------ Michael J. Valentine Executive Vice President Finance, Chief Financial Officer and Secretary |