UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 7, 2016 (July 7, 2016)
JOHN B. SANFILIPPO & SON, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware | 0-19681 | 36-2419677 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
1703 North Randall Road, Elgin, Illinois 60123
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code: (847) 289-1800
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
John B. Sanfilippo & Son, Inc. (the Company) submits the following information:
ITEM 1.01. | Entry into a Material Definitive Agreement. |
On July 7, 2016, the Company entered into the Seventh Amendment to Credit Agreement (the Seventh Amendment) which extended the maturity date of the Credit Agreement from July 15, 2019 to July 7, 2021, and reduced by twenty-five basis points the interest rates charged for loan advances and letter of credit borrowings. The unused line fee was reduced to 0.25% per annum. The aggregate revolving loan commitments remained unchanged. In addition, the Seventh Amendment allows the Company to, without obtaining lender consent, make up to one cash dividend or distribution on our stock per quarter, or purchase, acquire, redeem or retire our stock in any fiscal quarter, in an amount not to exceed $60 million in the aggregate per fiscal year, as long as no default or event of default exists and the excess availability under the Credit Agreement remains over $30 million immediately before and after giving effect to any such dividend, distribution, purchase or redemption. The Seventh Amendment also permits an additional 5% of outstanding accounts receivable from a major customer to be included as eligible in the borrowing base calculation and reduced the amount available for letter of credit usage to $10 million. A copy of the Seventh Amendment is attached hereto as Exhibit 99.2 and incorporated by reference herein.
ITEM 8.01. | Other Events. |
On July 7, 2016, the Company issued a press release announcing that its Board of Directors (the Board) declared a special cash dividend (the Dividend) of $2.50 per share on all issued and outstanding shares of Common Stock of the Company and $2.50 per share on all issued and outstanding shares of Class A Common Stock of the Company. The Dividend will be paid on August 4, 2016 (the Distribution Date) to stockholders of record as of the close of business on July 21, 2016. A copy of the press release is attached hereto as Exhibit 99.1.
ITEM 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits |
The exhibits furnished herewith are listed in the Exhibit Index which follows the signature page of this Current Report on Form 8-K.
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 hereunto duly authorized.
JOHN B. SANFILIPPO & SON, INC. | ||||||
July 7, 2016 | By: | /s/ Michael J. Valentine | ||||
Michael J. Valentine | ||||||
Chief Financial Officer, Group President | ||||||
and Secretary |
EXHIBIT INDEX
Exhibit |
Description |
|
99.1 | Press Release, dated July 7, 2016. | |
99.2 | Seventh Amendment to Credit Agreement, dated July 7, 2016, by and among John B. Sanfilippo & Son, Inc., Wells Fargo Capital Finance, LLC (f/k/a Wells Fargo Foothill, LLC), as a lender and the administrative agent, and Southwest Georgia Farm Credit, ACA, as a lender. |
Exhibit 99.1
JOHN B. SANFILIPPO & SON, INC.
NEWS RELEASE
FOR IMMEDIATE RELEASE
THURSDAY, JULY 7, 2016
Board Declares Special Cash Dividend of $2.50 per share of Common Stock and $2.50 per share of Class A Common Stock
Elgin, IL, July 7, 2016 John B. Sanfilippo & Son, Inc. (NASDAQ: JBSS) (the Company) today announced that its Board of Directors (the Board) declared a special cash dividend (the Dividend) of $2.50 per share on all issued and outstanding shares of Common Stock of the Company and $2.50 per share on all issued and outstanding shares of Class A Common Stock of the Company.
The Dividend will be paid on August 4, 2016 to stockholders of record as of the close of business on July 21, 2016.
We are pleased to announce this $2.50 per share special cash dividend stated Jeffrey T. Sanfilippo, Chairman and Chief Executive Officer. Our financial performance in fiscal 2016 has provided us the opportunity to return profits to our stockholders through this dividend. This marks the fifth consecutive year of returning profits to our stockholders through a special dividend. This special dividend, like our previous dividends, further reinforces our goal of creating long-term stockholder value through the responsible use of cash. This dividend would not be possible without the hard work and dedication of all our employees. As in past years, we expect that our Board of Directors will consider declaring a special dividend in the second quarter of our 2017 fiscal year. The declaration and the amount of any such special dividend is subject to our financial performance and approval by our Board of Directors.
ABOUT THE COMPANY
John B. Sanfilippo & Son, Inc. is a processor, packager, marketer and distributor of nut and dried fruit based products that are sold under a variety of private brands and under the Companys Fisher ® , Orchard Valley Harvest ® , Fisher ® Nut Exactly ® and Sunshine Country ® brand names.
INVESTOR CONTACT
Michael Valentine, Chief Financial Officer
(847) 214-4509
William Pokrajac, Vice President of Risk Management and Investor Relations
(847) 214-4514
FORWARD-LOOKING STATEMENTS
Some of the statements in this release are forward-looking, including our statement that a special dividend is expected to be considered by our Board of Directors in the second quarter of our 2017 fiscal year. These forward-looking statements may be generally identified by the use of forward-looking words and phrases such as will, intends, may, believes, anticipates, should and expects and are based on the Companys current expectations or beliefs concerning future events and involve risks and uncertainties. Consequently, the Companys actual results could differ materially. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events or other factors that affect the subject of these statements, except where expressly required to do so by law. Among the factors that could cause results to differ materially from current expectations are: (i) the risks associated with our vertically integrated model with respect to pecans, peanuts and walnuts; (ii) sales activity for the Companys products, such as a decline in sales to one or more key customers, a decline in sales of private brand products or changing consumer preferences; (iii) changes in the availability and costs of raw materials and the impact of fixed price commitments with customers; (iv) the ability to pass on price increases to customers if commodity costs rise and the potential for a negative impact on demand for, and sales of, our products from price increases; (v) the ability to measure and estimate bulk inventory, fluctuations in the value and quantity of the Companys nut inventories due to fluctuations in the market prices of nuts and bulk inventory estimation adjustments, respectively; (vi) the Companys ability to appropriately respond to, or lessen the negative impact of, competitive and pricing pressures; (vii) losses associated with product recalls, product contamination, food labeling or other food safety issues, or the potential for lost sales or product liability if customers lose confidence in the safety of the Companys products or in nuts or nut products in general, or are harmed as a result of using the Companys products; (viii) the ability of the Company to retain key personnel; (ix) the effect of the actions and decisions of the group that has the majority of the voting power with regard to the Companys outstanding common equity (which may make a takeover or change in control more difficult), including the effect of any agreements pursuant to which such group has pledged a substantial amount of its securities of the Company; (x) the potential negative impact of government regulations and laws and regulations pertaining to food safety, such as the Food Safety Modernization Act; (xi) the Companys ability to do business in emerging markets while protecting its intellectual property in such markets; (xii) uncertainty in economic conditions, including the potential for economic downturn; (xiii) the Companys ability to obtain additional capital, if needed; (xiv) the timing and occurrence (or nonoccurrence) of other transactions and events which may be subject to circumstances beyond the Companys control; (xv) the adverse effect of labor unrest or disputes, litigation and/or legal settlements, including potential unfavorable outcomes exceeding any amounts accrued; (xvi) losses due to significant disruptions at any of our production or processing facilities; (xvii) the inability to implement our Strategic Plan or realize efficiency measures, including controlling medical and personnel costs; (xviii) technology disruptions or failures; (xix) the inability to protect the Companys intellectual property or avoid intellectual property disputes; (xx) the Companys ability to manage successfully the price gap between its private brand products and those of its branded competitors; and (xxi) potential increased industry-specific regulation pending the U.S. Food and Drug Administration assessment of the risk of Salmonella contamination associated with tree nuts. In addition, there can be no
assurance that a special dividend will be declared by our Board of Directors in the second quarter of our 2017 fiscal year or if a special dividend is declared, the amount thereof. The declaration and payment of any future dividend will depend on many factors, including, but not limited to, our financial condition and operating results, and will be declared subject to the discretion of our Board of Directors.
Exhibit 99.2
SEVENTH AMENDMENT TO CREDIT AGREEMENT
This SEVENTH AMENDMENT TO CREDIT AGREEMENT (this Amendment ) is entered into as of July 7, 2016, by and among JOHN B. SANFILIPPO & SON, INC., a Delaware corporation ( Borrower ), the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a Lender and collectively as the Lenders ), and WELLS FARGO CAPITAL FINANCE, LLC (f/k/a Wells Fargo Foothill, LLC), a Delaware limited liability company, as administrative agent (in such capacity Agent ) and as a Lender. Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them by the Credit Agreement (defined below).
RECITALS
WHEREAS, Borrower, Agent, and Lenders have entered into that certain Credit Agreement, dated as of February 7, 2008 (as amended, supplemented, restated or otherwise modified from time to time, the Credit Agreement ); and
WHEREAS, on the terms and subject to the conditions set forth herein, the Borrower, Agent and Lenders have agreed to amend the Credit Agreement as more fully described below;
NOW THEREFORE, in consideration of the foregoing, mutual agreements contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, Agent and Lenders hereby agree as follows:
SECTION 1. Amendment . Subject to the satisfaction of the conditions set forth in Section 2 below and in reliance on the representations and warranties set forth in Section 4 below, the Credit Agreement is hereby amended as follows:
(a) Section 2.12(a)(ii) of the Credit Agreement is hereby amended and restated in its entirety as follows:
(ii) the Letter of Credit Usage would exceed $10,000,000.
(b) Reference to the date July 15, 2019 set forth in Section 3.3 of the Credit Agreement is hereby deleted and the date July 7, 2021 is inserted in lieu thereof.
(c) Section 6.10 of the Credit Agreement is hereby amended and restated in its entirety as follows:
6.10. Distributions .
Make any distribution or declare or pay any dividends (in cash or other property, other than common Stock) on, or purchase, acquire, redeem, or retire any of Borrowers Stock, of any class, whether now or hereafter outstanding;
provided, that, Borrower may make up to one dividend or distribution on its Stock, or purchase, acquire, redeem or retire its Stock in any fiscal quarter so long as (x) the aggregate amount of such dividends, distributions, purchases, acquisitions, redemptions and retirements made in any fiscal year do not exceed $60,000,000 in the aggregate and (y) immediately before and after giving effect to the making of any such dividend, distribution, purchase, acquisition, redemption or retirement, (i) no Default or Event of Default shall have occurred and be continuing and (ii) Excess Availability shall exceed $30,000,000.
(d) Schedule 1.1 to the Credit Agreement is hereby amended by amending and restating the following defined terms to read in their entirety as follows:
Base Rate Margin means, as of any date of determination, the following percentages per annum , based upon Average Margin Availability:
Level |
Average Margin Availability | Base Rate Margin | ||
I |
< $20,000,000 | 0.75% | ||
II |
³ $20,000,000 but < $30,000,000 | 0.50% | ||
III |
³ $30,000,000 | 0.25% |
After the Seventh Amendment Effective Date, the Base Rate Margin shall be adjusted in accordance with the foregoing on the first day of each calendar month.
Fixed Charges means, with respect to any fiscal period and with respect to Borrower determined on a consolidated basis in accordance with GAAP, the sum, without duplication, of (a) Interest Expense paid in cash during such period, (b) regularly scheduled principal payments of Indebtedness during such period, (c) earnout payments made during such period on Indebtedness permitted pursuant to Section 6.1(h) , and (d) dividends, distributions, purchases, acquisitions, redemptions and retirements, on or of its Stock, made during such period in accordance with Section 6.10 (excluding dividends, distributions, purchases, acquisitions, redemptions and retirements in an aggregate amount not to exceed $25,000,000 made during the twelve month period ending on the last day of such period).
L/C Margin means, as of any date of determination, the following percentages per annum , based upon Average Margin Availability:
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Level |
Average Margin Availability | L/C Margin | ||
I |
< $20,000,000 | 1.75% | ||
II |
³ $20,000,000 but < $30,000,000 | 1.50% | ||
III |
³ $30,000,000 | 1.25% |
After the Seventh Amendment Effective Date, the L/C Margin shall be adjusted in accordance with the foregoing on the first day of each calendar month.
LIBOR Rate Margin means, as of any date of determination, the following percentages per annum, based upon Average Margin Availability:
Level |
Average Margin Availability | LIBOR Rate Margin | ||
I |
< $20,000,000 | 1.75% | ||
II |
³ $20,000,000 but < $30,000,000 | 1.50% | ||
III |
³ $30,000,000 | 1.25% |
After the Seventh Amendment Effective Date, the LIBOR Rate Margin shall be adjusted in accordance with the foregoing on the first day of each calendar month.
(e) Clause (c)(ii) of the defined term Borrowing Base set forth in Schedule 1.1 to the Credit Agreement is hereby amended and restated in its entirety as follows:
(ii) $2,000,000, plus
(f) Clause (i) of the defined term Eligible Accounts set forth in Schedule 1.1 to the Credit Agreement is hereby amended and restated in its entirety as follows:
(i) Accounts with respect to an Account Debtor whose total obligations owing to Borrower exceed 10%, or with respect to (i) Wal-Mart Stores, Inc. (and its subsidiaries and affiliates), 30%, (ii) Costco Wholesale Corporation, Whitewave Foods Company or Safeway, Inc. (and their respective subsidiaries and affiliates), 15%, (iii) Frito-Lay North America, Inc., 25%, or (iv) Target Corporation (and its subsidiaries and affiliates), only so long as it has a rating of Baa3 or higher from Moodys or BBB- or higher from S&P, 20% (each such percentage, as applied to a particular Account Debtor, being subject to reduction by Agent in its Permitted Discretion if the creditworthiness of such Account Debtor deteriorates), of all Eligible
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Accounts, to the extent of the obligations owing by such Account Debtor in excess of such percentage; provided, however, that, in each case, the amount of Eligible Accounts that are excluded because they exceed the foregoing percentage shall be determined by Agent based on all of the otherwise Eligible Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit,
(g) Schedule 1.1 to the Credit Agreement is hereby amended by inserting the following defined terms in alphabetical order:
Seventh Amendment means that certain Seventh Amendment to Credit Agreement, dated as of July 7, 2016, by and among the Borrower, the Agent and each Lender party thereto.
Seventh Amendment Effective Date means July 7, 2016.
(h) [Each of the schedules attached hereto hereby amend and restate the corresponding schedule to the Credit Agreement in its entirety.]
SECTION 2. Conditions Precedent . This Amendment shall become effective when (i) the Agent shall have received duly executed counterparts of this Amendment from the Borrower and the Lenders and the Agent shall have executed and delivered its counterpart to this Amendment and Agent shall have received each of the additional documents, instruments and agreements listed on the Closing Checklist attached hereto as Exhibit A , each in form and substance reasonably acceptable to Agent, (ii) the Agent shall have received from Borrower duly executed counterparts to the Fourth Amended and Restated Fee Letter and executed and delivered its signed counterpart to the Borrower, and (iii) the Agent shall have received in immediately available funds all fees owing under the Fourth Amended and Restated Fee Letter.
SECTION 3. Reference to and Effect Upon the Credit Agreement.
(a) Except as specifically set forth herein, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed; and
(b) The amendment set forth herein is effective solely for the purpose set forth herein and shall be limited precisely as written, and shall not be deemed to (i) be a consent to any amendment, waiver of or modification of any other term or condition of the Credit Agreement or any other Loan Document, (ii) operate as a waiver of or otherwise prejudice any right, power or remedy that Agent or Lenders may now have or may have in the future under or in connection with the Credit Agreement or any other Loan Document or (iii) constitute an amendment or waiver of any provision of the Credit Agreement or any Loan Document, except as specifically set forth herein. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to this Agreement, herein, hereof and words of like import and each reference in the Credit Agreement and the Loan Documents to the Credit Agreement shall mean the Credit Agreement as amended hereby. This Amendment shall be construed in connection with and as part of the Credit Agreement.
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SECTION 4. Representations and Warranties . In order to induce Agent and Lenders to enter into this Amendment, Borrower hereby represents and warrants to Agent and Lenders, after giving effect to this Amendment:
(a) All representations and warranties of Borrower and its Subsidiaries contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of this Amendment, in each case as if made on and as of such date, other than representations and warranties that expressly relate solely to an earlier date (in which case such representations and warranties were true and correct on and as of such earlier date);
(b) No Default or Event of Default has occurred and is continuing; and
(c) This Amendment and the Credit Agreement, as amended hereby, constitute legal, valid and binding obligations of Borrower and are enforceable against Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors rights generally.
SECTION 5. Costs and Expenses . As provided in Section 17.10 of the Credit Agreement, Borrower shall pay all costs and expenses incurred by or on behalf of Agent and Lenders arising from or relating to this Amendment constituting Lender Group Expenses.
SECTION 6. GOVERNING LAW . THE VALIDITY OF THIS AMENDMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.
SECTION 7. Headings . Section headings in this Amendment are included herein for convenience of reference only and shall not constitute part of this Amendment for any other purposes.
SECTION 8. Counterparts . This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an original, but all such counterparts shall constitute one and the same instrument.
(signature pages follow)
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.
JOHN B. SANFILIPPO & SON, INC., | ||
a Delaware corporation | ||
By: |
/s/ Michael J. Valentine |
|
Title: |
Chief Financial Officer |
WELLS FARGO CAPITAL FINANCE, LLC (f/k/a Wells Fargo Foothill, LLC), a Delaware limited liability company, as Agent and as a Lender |
||
By: |
/s/ Matt Mouledous |
|
Title: |
Vice President |
|
SOUTHWEST GEORGIA FARM CREDIT, ACA for itself and as agent/nominee for Southwest Georgia Farm Credit, FLCA as a Lender | ||
By: |
/s/ Paxton Poitevint |
|
Title: |
Vice President |