<PAGE> 1
<TABLE>
<CAPTION>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
<S> <C>
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 28, 1996
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ______________ to ______________
Commission file number 0-19681
JOHN B. SANFILIPPO & SON, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 36-2419677
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
2299 BUSSE ROAD
ELK GROVE VILLAGE, ILLINOIS 60007
(Address of Principal Executive Offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
(847) 593-2300
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES X NO __________
-------------
As of May 10, 1996, 5,460,240 shares of the Registrant's Common Stock, $.01 par value per share, excluding 117,900 treasury
shares and 3,687,426 shares of the Registrant's Class A Common Stock, $.01 par value per share, were outstanding.
</TABLE>
<PAGE> 2
JOHN B. SANFILIPPO & SON, INC.
INDEX TO FORM 10-Q
<TABLE>
<S> <C>
PART I. FINANCIAL INFORMATION PAGE NO.
- ------------------------------ --------
Item 1 -- Consolidated Financial Statements:
Consolidated Statements of Operations for
the quarters ended March 28, 1996 and March 30, 1995 . . . . . . . . . . . . . . . . . . . . . . . . 3
Consolidated Balance Sheets as of March 28, 1996
and December 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Consolidated Statements of Cash Flows for the
quarters ended March 28, 1996 and March 30, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Item 2 -- Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
PART II. OTHER INFORMATION
- ---------------------------
Item 2 -- Changes in Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Item 5 -- Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Item 6 -- Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
- ----------
OMITTED FINANCIAL STATEMENTS
- ----------------------------
None
</TABLE>
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<PAGE> 3
Item 1 -- Financial Statements
JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except earnings per share)
<TABLE>
<CAPTION>
<S> <C> <C>
March 28, March 30,
1996 1995
------------ -----------
Net sales . . . . . . . . . . . . . . . . . . . $ 53,059 $ 47,089
Cost of sales . . . . . . . . . . . . . . . . . 44,883 39,000
------- -------
Gross profit . . . . . . . . . . . . . . . . . 8,176 8,089
-------- --------
Selling expenses . . . . . . . . . . . . . . . 4,750 3,746
Administrative expenses . . . . . . . . . . . . 2,892 2,194
-------- --------
7,642 5,940
--------- --------
Income from operations . . . . . . . . . . . . 534 2,149
---------- --------
Other income (expense):
Interest expense . . . . . . . . . . . . (2,555) (2,039)
Interest income . . . . . . . . . . . . . 13 110
Gain on disposition of properties . . . . --- 18
Rental income . . . . . . . . . . . . . . 78 81
------------ -----------
(2,464) (1,830)
----------- --------
Income (loss) before income taxes . . . . . . . (1,930) 319
Income tax (expense) benefit . . . . . . . . . 746 (128)
---------- ---------
Net income (loss) . . . . . . . . . . . . . . . $ (1,184) $ 191
============ ========
Earnings (loss) per common share . . . . . . . $ (0.13) $ 0.02
========== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE> 4
JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
<TABLE>
<CAPTION>
March 28, December 31,
1996 1995
------------- -----------
(Unaudited)
<S> <C> <C>
ASSETS
------
CURRENT ASSETS:
Cash . . . . . . . . . . . . . . . . . $ 844 $ 408
Accounts receivable, net . . . . . . . 18,697 27,789
Inventories . . . . . . . . . . . . . . 98,993 96,360
Stockholder note receivable . . . . . . --- 354
Deferred income taxes . . . . . . . . . 762 762
Prepaid expenses and other current assets 2,180 682
----------- ------------
TOTAL CURRENT ASSETS . . . . . . . . . . . . 121,476 126,355
--------- ----------
PROPERTIES:
Buildings . . . . . . . . . . . . . . . 54,806 47,831
Machinery and equipment . . . . . . . . 57,571 52,825
Furniture and leasehold improvements . 4,819 4,813
Vehicles . . . . . . . . . . . . . . . 3,668 3,494
Construction in progress . . . . . . . 1,120 8,977
----------- ------------
121,984 117,940
Less: Accumulated depreciation . . . . 44,559 42,854
---------- -----------
77,425 75,086
Land . . . . . . . . . . . . . . . . . 1,945 1,945
----------- ------------
79,370 77,031
---------- -----------
OTHER ASSETS:
Goodwill and other intangibles . . . . 9,316 9,450
Miscellaneous . . . . . . . . . . . . . 5,989 6,166
------------ ------------
15,305 15,616
----------- ------------
$ 216,151 $ 219,002
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Notes payable . . . . . . . . . . . . . $ 44,845 $ 28,582
Current maturities . . . . . . . . . . 4,025 3,586
Accounts payable . . . . . . . . . . . 11,155 26,727
Accrued expenses . . . . . . . . . . . 6,984 8,668
Income taxes payable . . . . . . . . . --- 644
------------ ---------
TOTAL CURRENT LIABILITIES . . . . . . . . . . 67,009 68,207
----------- ----------
LONG-TERM DEBT . . . . . . . . . . . . . . . 74,213 74,681
----------- -----------
LONG-TERM DEFERRED INCOME TAXES . . . . . . 503 503
----------- -----------
STOCKHOLDERS' EQUITY
Preferred Stock . . . . . . . . . . . . --- ---
Class A Common Stock . . . . . . . . . 37 37
Common Stock . . . . . . . . . . . . . 56 56
Capital in excess of par value . . . . 57,191 57,191
Retained earnings . . . . . . . . . . . 18,346 19,531
Treasury stock . . . . . . . . . . . . (1,204) (1,204)
------------ ------------
74,426 75,611
------------ -----------
$ 216,151 $ 219,002
========== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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JOHN B. SANFILIPPO & SON, INC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
March 28, March 30,
1996 1995
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) . . . . . . . . . . . . . $ (1,184) $ 191
Adjustments:
Depreciation and amortization . . . . . . 2,012 1,770
Gain on disposition of properties . . . . --- (18)
Change in current assets and current
liabilities:
Accounts receivable, net . . . . . . . 9,092 6,812
Inventories . . . . . . . . . . . . . . (2,633) (3,367)
Prepaid expenses and other
current assets . . . . . . . . . . . (1,498) (785)
Accounts payable . . . . . . . . . . . (15,572) (4,946)
Accrued expenses . . . . . . . . . . . (1,684) 570
Income taxes payable . . . . . . . . . (644) 495
------- ---------
Net cash provided by (used in) operating
activities . . . . . . . . . . . . . . (12,111) 722
-------- ---------
Cash flows from investing activities:
Acquisition of properties . . . . . . . . . (2,804) (2,650)
Proceeds from disposition of properties . . 10 25
Stockholder note receivable . . . . . . . . 354 (11)
Note receivable from affiliate, net of
repayments . . . . . . . . . . . . . . . --- 5,790
Other . . . . . . . . . . . . . . . . . . . 5 (3,094)
----------- ----------
Net cash provided by (used in) investing
activities . . . . . . . . . . . . . . . . (2,435) 60
----------- ---------
Cash flows from financing activities:
Borrowings on notes payable . . . . . . . . 29,449 10,999
Repayments on notes payable . . . . . . . . (13,187) (10,717)
Principal payments on long-term debt . . . (1,280) (1,286)
----------- ----------
Net cash provided by (used in) financing
activities . . . . . . . . . . . . . . . . 14,982 (1,004)
---------- ----------
Net increase (decrease) in cash . . . . . . . 436 (222)
Cash:
Beginning of period . . . . . . . . . . 408 515
----------- ----------
End of period . . . . . . . . . . . . . $ 844 $ 293
========== ==========
Supplemental Disclosures:
Interest paid . . . . . . . . . . . . . $ 2,942 $ 1,707
Taxes paid . . . . . . . . . . . . . . 1,046 352
Supplemental Disclosure of noncash investing
and financing activities:
Acquisition of Fisher Nut properties
payable pursuant to a
promissory Note . . . . . 1,250 ---
Accounts receivable on asset sales . . --- 25
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE> 6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollars in thousands)
Note 1 - Notes Payable
On March 27, 1996, John B. Sanfilippo & Son, Inc. (the "Company" or "JBS")
entered into a new unsecured credit facility totaling $60,000 that extends
through March 27, 1998 (except for the $8,260 letter of credit which matures on
June 1, 1997) with certain banks (the "Bank Credit Facility"). The Bank Credit
Facility includes a $51,740 revolving credit line which bears interest at a
rate determined pursuant to a formula based on the agent bank's quoted rate,
the Federal Funds Rate and the Eurodollar Interbank Rate. The Bank Credit
Facility also includes an $8,260 standby letter of credit, which replaced a
prior letter of credit securing the industrial development bonds which financed
the original acquisition, construction, and equipping of the Company's
Bainbridge, Georgia facility. The Bank Credit Facility replaced the Company's
prior unsecured credit facility which was in effect until the Bank Credit
Facility was entered into. The weighted average interest rate on borrowings
outstanding under the Bank Credit Facility at March 28, 1996 was 8.25%.
The Bank Credit Facility includes certain restrictive covenants that, among
other things, require the Company to maintain a minimum tangible net worth,
comply with specified ratios, limit annual capital expenditures to $10,000
(excluding expenditures related to the Fisher Nut business), and restrict
dividends to 25% of cumulative net earnings from January 1, 1996. The Bank
Credit Facility also requires that certain officers and stockholders of the
Company, 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.
Note 2 - Inventories
Inventories are stated at the lower of cost (first in, first out) or market.
Inventories consist of the following:
<TABLE>
<CAPTION>
March 28, December 31,
1996 1995
-------- ---------
<S> <C> <C>
Raw material and supplies . . . . . . . $ 67,429 $ 70,465
Work-in-process and finished goods . . . 31,564 25,895
-------- --------
$ 98,993 $ 96,360
======== ========
</TABLE>
Note 3 - Stock Option Plan
Options to purchase Common Stock granted under the Company's 1991 Stock Option
Plan are exercisable 25% annually commencing on the first anniversary of the
date of grant and become fully exercisable on the fourth anniversary of the
date of grant. Effective February 28, 1995, the Board of Directors terminated
early the 1991 Stock Option Plan. The termination of the 1991 Stock Option
Plan did not, however, affect options granted under the 1991 Stock Option Plan
which remained outstanding as of the effective date of such termination.
Accordingly, the unexercised options outstanding under the 1991 Stock Option
Plan at March 28, 1996 will continue to be governed by the terms of the 1991
Stock Option Plan.
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<PAGE> 7
The following is a summary of activity under the 1991 Stock Option Plan:
<TABLE>
<CAPTION>
Option Price
Number of Shares Per Share
---------------- ---------
<S> <C> <C>
Outstanding at December 31, 1995 . . . . . . . . . . . . . . 344,150 $6.00-$16.50
Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . (6,250) $6.00-$15.00
--------
Outstanding at March 28, 1996 . . . . . . . . . . . . . . . . 337,900 $6.00-$16.50
=======
Options exercisable at March 28, 1996 . . . . . . . . . . . . 272,851
=======
Options available for grant at March 28, 1996 . . . . . . . . 0
=======
</TABLE>
Options to purchase Common Stock granted under the Company's 1995 Equity
Incentive Plan are exercisable 25% annually commencing on the first anniversary
of the date of grant and become fully exercisable on the fourth anniversary of
the date of grant. On February 1, 1996, the Company's Stock Option Committee
granted a stock option to purchase 2,000 shares of Common Stock at an exercise
price of $8.625 per share, the closing price of the Common Stock on February 1,
1996.
The following is a summary of activity under the 1995 Equity Incentive Plan:
<TABLE>
<CAPTION>
Option Price
Number of Shares Per Share
---------------- ---------
<S> <C> <C>
Outstanding at December 31, 1995 . . . . . . . . . . . . . . . . . . 92,300 $8.25-$10.50
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,000 $8.625
Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (500) $9.375
------
Outstanding at March 28, 1996 . . . . . . . . . . . . . . . . . . . 93,800 $8.25-$10.50
======
Options exercisable at March 28, 1996 . . . . . . . . . . . . . . . 0
======
Options available for grant at March 28, 1996 . . . . . . . . . . . 106,200
=======
</TABLE>
Note 4 - Earnings Per Common Share
Earnings per common share is calculated using the weighted average number of
shares of Common Stock and Class A Common Stock outstanding during the period.
Common stock equivalents (stock options) had an immaterial effect on earnings
per share for the first quarter of 1996 and 1995 and, accordingly, have not
been included in the weighted average shares outstanding. Fully diluted
earnings per common share, which include the effect of conversion of common
stock equivalents and, in 1995 only, a convertible debenture, for the first
quarter of 1996 and 1995 are not materially different from the earnings per
share presented. The weighted average number of shares aggregated 9,147,666
and 8,961,676 for the first quarter of 1996 and 1995, respectively.
Note 5 - Management's Statement
The unaudited financial statements included herein have been prepared by the
Company. In the opinion of the Company's management, these statements present
fairly the consolidated statements of operations, consolidated balance sheets
and consolidated statements of cash flows, and reflect all normal recurring
adjustments which, in the opinion of management, are necessary for the fair
presentation of the results of the interim periods. The interim results of
operations are not necessarily indicative of the results to be expected for a
full year. It is suggested that these financial statements be read in
conjunction with the financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1995.
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<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Item 2
The statements contained in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" that are not historical are
forward-looking statements. These forward-looking statements, which are
generally followed (and therefore identified) by a cross reference to "Factors
That May Affect Future Results," involve risks and uncertainties and are based
on current expectations. Consequently, the Company's actual results could
differ from the expectations expressed in the forward-looking statements. The
various factors that could cause the Company's actual results to differ
materially from the expected results include the factors discussed in the
section "Factors That May Affect Future Results" that is referred to in the
cross reference that follows the forward-looking statements, as well as the
other factors discussed under "Factors That May Affect Future Results."
GENERAL
The Company's business is seasonal. Demand for peanut and other nut products
is highest during the months of October through December. Peanuts, pecans,
walnuts, almonds and cashews, the Company's principal raw materials, are
purchased primarily during the period from August to February and are processed
throughout the year. As a result of this seasonality, the Company's personnel
and working capital requirements peak during the last four months of the year.
Also, due primarily to the seasonal nature of the Company's business, the
Company maintains significant inventories of peanuts, pecans, walnuts, almonds
and other nuts at certain times of the year, especially during the first and
fourth quarters of each year. Fluctuations in the market prices of such nuts
may affect the value of the Company's inventory and thus the Company's
profitability. At March 28, 1996, the Company's inventories totalled
approximately $99.0 million compared to approximately $96.4 million at December
31, 1995, and approximately $92.5 million at of the end of the first quarter of
1995. See "Factors that May Affect Future Results -- Availability of Raw
Materials and Market Price Fluctuations."
The Company's net sales to industrial customers increased both in amount and as
a percentage of the Company's total net sales from 1992 to 1995 due primarily
to a combination of the Company's acquisition of Sunshine Nut Co., Inc.
("Sunshine"), which sells a greater portion of its products to industrial
customers than JBS, and an overall increase in unit volume. In addition, the
increase in the Company's processing and shelling capacity created by the
Garysburg, North Carolina facility, the Selma, Texas facility and the Gustine,
California facility has contributed to the increase in sales to industrial
customers (which are generally made at lower margins than sales to other
customers) both in amount and as a percentage of the Company's total net sales
and could result in further such increases. See "Factors that May Affect
Future Results -- Sales to Industrial Customers".
RESULTS OF OPERATIONS
Net Sales. Net sales increased from approximately $47.1 million in the first
quarter of 1995 to approximately $53.1 million in the first quarter of 1996, an
increase of approximately $6.0 million or 12.7%. The increase in net sales was
due primarily to increased unit volume sales to the Company's retail and
industrial customers. The increase in net sales to retail customers was due
primarily to the additional sales generated under the Company's long-term
supply contract with Preferred Products, Inc., a wholly-owned subsidiary of
Supervalu, Inc., which was entered into in the first quarter of 1995 and to the
additional sales generated by the Company's acquisition of the Fisher Nut
business in the fourth quarter of 1995. These increases in net sales to retail
customers were partially offset by decreases in net sales to Sam's Club and
other retail customers. During the first quarter of 1996 the Company was
outbid for Sam's Club business, which accounted for approximately $23.4 million
of the Company's net sales in 1995 and, accordingly, the Company does not
expect to derive significant sales from Sam's Club during 1996. The full
effects of the loss of this
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<PAGE> 9
customer were not felt during the first quarter, as the Company made limited
sales to Sam's Club to fill certain orders which were outstanding at the time
the Company was outbid. Although the Company presently expects that it will be
able to replace all or a substantial portion of the Sam's Club business through
the addition of new customers and sales under the Fisher brand, there can be no
assurance that the loss of this customer will not have an adverse effect on the
Company's net sales during 1996, especially on a comparative basis. See " -
Gross Profit" and "Factors That May Affect Future Results - Competitive
Environment." The increase in net sales to industrial customers was due
primarily to additional unit volume sales by Sunshine. Net sales to the
Company's contract manufacturing and government customers declined slightly for
the quarter, while net sales to food service customers remained relatively
unchanged.
Gross Profit. Gross profit margin decreased from 17.2% in the first quarter of
1995 to 15.4% in the first quarter of 1996. This decrease was due primarily to
(i) increases in raw materials costs which the Company was unable to offset
with increases in selling prices, (ii) recent declines in the market price for
processed pecan meats, and (iii) increases in production-related expenses
resulting from the Company's relocation of its pecan shelling operations to a
new facility, which began production in January 1996, and is presently
operating at levels of efficiency below those achieved at the Company's old
pecan shelling facility.
As noted above, during the first quarter of 1996 the Company was outbid for the
business of a significant retail customer and there can be no assurance that
the Company will be able to replace this business entirely or that replacement
sales will carry margins greater than or equal to those lost. Accordingly,
there can be no assurance that the loss of this customer will not adversely
affect the Company's gross profit and gross profit margins during 1996,
especially on a comparative basis. See "- Net Sales" and "Factors That May
Affect Future Results - Competitive Environment."
Selling and Administrative Expenses. Selling and administrative expenses as a
percentage of net sales increased from 12.6% in the first quarter of 1995 to
14.4% in the first quarter of 1996. Selling expenses as a percentage of net
sales increased from 8.0% in the first quarter of 1995 to 9.0% in the first
quarter of 1996. This increase was due primarily to (i) expenses related to
developing the Fisher brand which was acquired in the fourth quarter of 1995,
and (ii) higher promotional allowances in the first quarter of 1996.
Administrative expenses as a percentage of net sales increased from 4.7% in the
first quarter of 1995 to 5.5% in the first quarter of 1996. This increase was
due primarily to (i) higher staffing costs related to the Company's acquisition
of the Fisher Nut business, and (ii) amortization expense related to
acquisitions.
Income from Operations. Due to the factors discussed above, income from
operations decreased from approximately $2.1 million, or 4.6% of net sales, in
the first quarter of 1995 to approximately $0.5 million, or 1.0% of net sales,
in the first quarter of 1996.
Interest Expense. Interest expense increased from approximately $2.0 million
in the first quarter of 1995 to approximately $2.6 million in the first quarter
of 1996. This increase was due primarily to a higher average level of
borrowings during the first quarter of 1996 compared to the first quarter of
1995.
Income Taxes. The Company recorded an income tax benefit of approximately $0.7
million, or 38.7% of the loss before income taxes, in the first quarter of
1996.
LIQUIDITY AND CAPITAL RESOURCES
During the first quarter of 1996, the Company continued to finance its
activities through an unsecured credit facility (the "Prior Credit Facility),
$35.0 million borrowed under an unsecured long-term financing facility
originally entered into by the Company in 1992 (the "Long-Term Financing
Facility") and $25.0 million borrowed on September 12, 1995 under an unsecured
long-term financing arrangement (the "Additional Long-Term Financing"). On
March 27, 1996, the Company closed on the Bank Credit Facility and used initial
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<PAGE> 10
borrowings thereunder of $43.1 million to repay all outstanding amounts under
the Prior Credit Facility, which was then terminated.
Net cash used in operating activities was approximately $12.1 million in the
first quarter of 1996 compared to net cash provided by operating activities of
approximately $0.7 million in the first quarter of 1995. The largest component
of net cash used in operating activities in the first quarter of 1996 was a
decrease of approximately $15.6 million in accounts payable. The largest
component of net cash used in investing activities in the first quarter of 1996
was approximately $2.8 million in capital expenditures. During both the first
quarters of 1996 and 1995, the Company repaid approximately $1.3 million of
long-term debt.
The Bank Credit Facility is comprised of (i) a working capital revolving loan
which provides for working capital financing of up to approximately $51.7
million, in the aggregate, and matures on March 27, 1998, and (ii) an $8.3
million letter of credit to secure the industrial development bonds described
below which matures on June 1, 1997. Borrowings under the working capital
revolving loan accrue interest at a rate (the weighted average of which was
8.25% at March 28, 1996) determined pursuant to a formula based on the agent
bank's quoted rate, the Federal Funds Rate and the Eurodollar Interbank Rate.
The aggregate amount outstanding under the Bank Credit Facility is limited to
specified amounts which vary, because of the seasonal nature of the Company's
business, from $60.0 million in January through March to $25.0 million in
August through September.
Of the total $35.0 million of borrowings under the Long-Term Financing
Facility, $25.0 million matures on August 15, 2004, bears interest at rates
ranging from 6.49% to 8.33% per annum payable quarterly, and requires equal
semi-annual principal installments of approximately $1.3 million based on a
ten-year amortization schedule. The remaining $10.0 million of this
indebtedness matures on May 15, 2006, bears interest at the rate of 8.31% per
annum payable quarterly, and requires semi-annual principal installments
ranging from $0.5 million to $0.6 million based on a ten-year amortization
schedule.
The Additional Long-Term Financing has a maturity date of September 1, 2005
and (i) as to $10.0 million of the principal amount thereof, bears interest at
an annual rate of 8.3% payable semiannually and, beginning on September 1,
1999, requires annual principal payments of approximately $1.4 million each
through maturity, and (ii) as to the other $15.0 million of the principal
amount thereof, bears interest at an annual rate of 9.38% payable semiannually
and requires principal payments of $5.0 million each on September 1, 2003 and
September 1, 2004, with a final payment of $5.0 million at maturity on
September 1, 2005.
The terms of the Company's financing facilities, as amended, include certain
restrictive covenants that, among other things, (i) require the Company to
maintain specified financial ratios, (ii) limit the amount the Company may
spend on capital expenditures in each year to $10.0 million (excluding
expenditures related to the Fisher Nut business), 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, 1993, (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, (iii) the
Bank Credit Facility limits the Company's payment of dividends to a cumulative
amount not to exceed 25% of the Company's net income from and after January 1,
1996, and (iv) the Bank Credit Facility prohibits the Company from spending
more than $1.0 million to redeem shares of capital stock for the entire term of
the agreement.
The Company has $8.0 million in aggregate principal amount of industrial
development bonds outstanding which were used to finance the original
acquisition, construction and equipping of the Company's Bainbridge,
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<PAGE> 11
Georgia facility. The bonds bear interest payable semi-annually at 6% through
May 1997 and at a market rate to be determined thereafter. On June 1, 1997,
and on each subsequent interest reset date for the bonds, the Company is
required to redeem the bonds at face value plus any accrued and unpaid
interest, unless a bondholder elects to retain his or her bonds. Any bonds
redeemed by the Company at the demand of a bondholder on the reset date are
required to be re-marketed by the underwriter of the bonds on a "best efforts"
basis. In addition, the Company is required to redeem the bonds in varying
annual installments, ranging from $170,000 to $780,000, beginning in 1998 and
continuing through 2017. The Company is also required to redeem the bonds in
certain other circumstances; for example, within 180 days after any
determination that interest on the bonds is taxable. The Company has the
option, subject to certain conditions, to redeem the bonds at face value plus
accrued interest, if any.
As of March 28, 1996, the Company had approximately $8.2 million of available
credit under the Bank Credit Facility. The Company currently expects to incur
a total of approximately $8.2 million in capital expenditures in 1996, of which
an aggregate of approximately $2.8 million were incurred during the first
quarter of 1996 in connection with the relocation of the Company's pecan
shelling operations to the Selma, Texas facility and for certain machinery and
equipment. The Company believes that cash flow from operating activities and
funds available under the Bank Credit Facility will be sufficient to meet
working capital requirements and anticipated capital expenditures for the
foreseeable future.
FACTORS THAT MAY AFFECT FUTURE RESULTS
(A) GROWTH INITIATIVES
Over the past three years, the Company has substantially increased its
shelling, processing and manufacturing capacity by a combination of strategic
acquisitions and improvements to and expansions of its facilities. The Company
has increased its borrowings to finance these acquisitions, improvements and
expansions, as well as its increased costs of operations and increased
investments in inventory related to the resulting increased production
capacity. Underutilization of its increased production capacity has had a
negative impact on the Company's gross profit and gross profit margin. Until
such time as the Company is able to more fully utilize its increased production
capacity through further increases in its sales volume, the Company's results
of operations may continue to be adversely affected. Furthermore, although the
Company believes that cash flow from operations and funds available under its
credit facilities (assuming the Company maintains compliance with the covenants
under its financing arrangements) will be sufficient to meet the Company's
working capital requirements and anticipated capital expenditures for 1996,
there can be no assurance that such cash flow and credit availability will be
sufficient to meet future capital requirements or that the Company will remain
in compliance with such covenants. The Company strives to update and improve
its management information systems to ensure their adequacy. Although the
Company believes that its management information systems currently provide the
Company with the information necessary to manage its businesses, there can be
no assurance that the Company's management information systems will meet the
Company's future requirements. See "Liquidity and Capital Resources".
(B) AVAILABILITY OF RAW MATERIALS AND MARKET PRICE FLUCTUATIONS
The availability and cost of raw materials for the production of the Company's
products, including peanuts, pecans,other nuts, dried fruit and chocolate, are
subject to crop size and yield fluctuations caused by factors beyond the
Company's control, such as weather conditions and plant diseases.
Additionally, the supply of edible nuts and other raw materials used in the
Company's products could be reduced upon any determination by the USDA or other
government agency that certain pesticides, herbicides or other chemicals used
by growers have left harmful residues on portions of the crop or that the crop
has been contaminated by aflatoxin or other agents. Shortages in the supply of
and increases in the prices of nuts and other raw materials used by the Company
in its products could have an adverse impact on the Company's profitability.
Furthermore, fluctuations in the market prices of nuts, dried fruit or
chocolate may affect the value of the
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<PAGE> 12
Company's inventory and the Company's profitability. The Company has a
significant inventory of nuts, dried fruit and chocolate that would be
adversely affected by any decrease in the market price of such raw materials.
(C) COMPETITIVE ENVIRONMENT
The Company operates in a highly competitive environment. The Company's
principal products compete against food and snack products manufactured and
sold by numerous regional and national companies, some of which are
substantially larger and have greater resources than JBS, such as Planters
Lifesavers Company (a subsidiary of RJR Nabisco, Inc.). JBS also competes with
other shellers in the industrial market and with regional processors in the
retail and wholesale markets. In order to maintain or increase its market
share, the Company must continue to price its products competitively, which may
lower revenue per unit and cause declines in gross margin, if the Company is
unable to increase unit volumes as well as reduce its costs.
(D) SALES TO INDUSTRIAL CUSTOMERS
The increase in the Company's processing and shelling capacity created by its
new or expanded facilities and increased sales by Sunshine may result in
further increases in net sales to industrial customers, both in amount and as a
percentage of the Company's total sales. Because sales to industrial customers
are generally made at lower margins than sales to other customers, increases in
such sales may adversely affect the Company's profit margins.
(E) FIXED PRICE COMMITMENTS
From time to time, the Company enters into fixed price commitments with its
customers. However, such commitments typically represent 10% or less of the
Company's annual net sales and are normally only entered into after the
Company's cost to acquire the nut products necessary to satisfy the fixed price
commitment is substantially fixed. The Company will continue to enter into
fixed price commitments in respect of certain of its nut products prior to
fixing its acquisition cost when, in management's judgment, market or crop
harvest conditions so warrant. To the extent the Company does so, these fixed
price commitments may result in losses. Historically, however, such losses
have generally been offset by gains on other fixed price commitments. However,
there can be no assurance that losses from fixed price commitments may not have
a material adverse effect on the Company's results of operations.
(F) FEDERAL REGULATION OF PEANUT PRICES, QUOTAS AND POUNDAGE ALLOTMENTS
Approximately 50% of the total pounds of products processed by the Company
during 1993, 1994, and 1995 were peanuts, peanut butter and other products
containing peanuts. The Company purchases a majority of its peanut
requirements directly from growers and obtains its remaining requirements from
other shellers. The supply of peanuts is subject to federal regulations which
restrict peanut imports and the tonnage of peanuts farmers may market
domestically. These regulations create market conditions which may not be
indicative of conditions that would prevail if the federal program were
eliminated. A new law was recently enacted which phases out over a seven-year
period many of the existing federal farm support and subsidy programs, but
rejected efforts to eliminate the federal support program for peanuts at this
time. This new law does, however, cut support prices for peanuts to $610 per
ton from $678 per ton.
The North American Free Trade Agreement ("NAFTA"), effective January 1, 1994,
committed the United States, Mexico and Canada to the elimination of
quantitative restrictions and tariffs on the cross-border movement of
industrial and agricultural products. Under NAFTA, United States import
restrictions on Mexican shelled and in-shell peanuts are replaced by a tariff
rate quota, initially set at 3,377 tons, which will grow by a 3% compound rate
over a 15-year transition period. In-quota shipments enter the U.S. duty-
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<PAGE> 13
free, while above-quota imports from Mexico face tariff rates equivalent to
approximately 120% on shelled and 185% on in-shell peanuts. The tariff rates
will be phased out at a rate of 15% per year in each of the first six years,
with the remaining tariff rate to be phased out in equal installments over the
next nine years. The Company does not believe NAFTA will have a material
impact on the federal peanut program in the near term. Because of the
relatively small amount of peanuts currently grown in Mexico, the full effect
of NAFTA on the Company's business and opportunities cannot yet be fully
assessed. However, than can be no assurance that NAFTA will not have a
material adverse effect on the federal peanut program and the Company in the
future.
The Uruguay Round Agreement of the General Agreement on Trade and Tariffs
("GATT") took effect on July 1, 1995. Under GATT, the United States must allow
peanut imports to grow from the current 0% of domestic consumption to 3% within
the first year and to 5% within six years. Import quotas on peanuts will be
replaced by high ad valorem tariffs, which must be reduced, beginning in 1995,
by 15% annually. The United States may limit imports of peanut butter, but
must establish a tariff rate quota for peanut butter imports based on 1993
import levels. Peanut butter imports above the quota will be subject to an
over-quota ad valorem tariff, which will be reduced by 15% annually.
Although NAFTA and the Uruguay Round Agreement do not directly affect the
federal peanut program, the federal government may, in future legislative
initiatives, reconsider the federal peanut program in light of these
agreements.
Changes in, or the elimination or nonrenewal of, the federal peanut program
could significantly affect the supply of, and price for, peanuts. While JBS
has successfully operated in a market shaped by the federal peanut program for
many years, JBS believes that it could adapt to a market without federal
regulation. However, JBS has no experience in operating in such a peanut
market, and no assurances can be given that the elimination or modification of
the federal peanut program would not adversely affect JBS's business. Future
changes in import quota limitations or the quota support price for peanuts at a
time when the Company is maintaining a significant inventory of peanuts or has
significant outstanding purchase commitments could adversely affect the
Company's business by lowering the market value of the peanuts in its inventory
or the peanuts which it is committed to buy. While the Company believes that
its ability to use its raw peanut inventories in its own processing operations
gives it greater protection against these changes than is possessed by certain
competitors whose operations are limited to either shelling or processing, no
assurances can be given that future changes in, or the elimination of, the
federal peanut program or import quotas will not adversely affect the Company's
business.
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<PAGE> 14
PART II. OTHER INFORMATION
Item 2 - Changes in Securities
As described above under "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Capital Resources" under
Part I of this report, there are restrictive covenants under the Company's
financing facilities which limit the payment of dividends.
Item 5 - Other Information
The Company's 1996 Annual Meeting of Stockholders was held on April 30, 1996
for the purpose of (i) electing directors, and (ii) ratifying the action of the
Company's Board of Directors in appointing Price Waterhouse LLP as independent
certified public accountants for 1996. The meeting proceeded and (i) the
holders of the Company's Class A Common Stock elected Jasper B. Sanfilippo,
Mathias A. Valentine, Larry D. Ray, John C. Taylor, and J. William Petty to
serve on the Company's Board of Directors by a unanimous vote of 3,687,426
votes cast for, representing 100% of the then outstanding shares of Class A
Common Stock, (ii) the holders of the Company's Common Stock elected William D.
Fischer to serve on the Company's Board of Directors by a vote of 4,503,248
votes cast for, and 16,430 votes withheld, (iii) the holders of Common Stock
elected John W.A. Buyers to serve on the Company's Board of Directors by a vote
of 4,503,248 votes cast for, and 16,430 votes withheld, and (iv) the holders
of Class A Common Stock and Common Stock ratified the appointment of Price
Waterhouse LLP as the Company's independent public accountants for the fiscal
year ending December 31, 1996 by a total of 41,375,265 votes cast for
ratification, 13,050 votes against ratification, and 5,623 abstentions.
Item 6 -- Exhibits and Reports on Form 8-K
(a) Exhibits: The exhibits required by Item 601 of Regulation S-K follow:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
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)
</TABLE>
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<PAGE> 15
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
4.3 Amended and Restated Note Purchase and Private Shelf Agreement by and between the Registrant and The Prudential
Insurance Company of America ("Prudential") dated as of October 19, 1993 (the "Long-Term Credit Facility")(8)
4.4 7.87% Series A Senior Note dated September 29, 1992 in the original principal amount of $4.0 million due August 15,
2004 executed by the Registrant in favor of Prudential(5)
4.5 8.22% Series B Senior Note dated September 29, 1992 in the original principal amount of $6.0 million due August 15,
2004 executed by the Registrant in favor of Prudential(5)
4.6 8.22% Series C Senior Note dated September 29, 1992 in the original principal amount of $4.0 million due August 15,
2004 executed by the Registrant in favor of Prudential(5)
4.7 8.33% Series D Senior Note dated January 15, 1993 in the original principal amount of $3.0 million due August 15,
2004 executed by the Registrant in favor of Prudential(6)
4.8 6.49% Series E Senior Note dated September 15, 1993 in the original principal amount of $8.0 million due August 15,
2004 executed by the Registrant in favor of Prudential(9)
4.9 8.31% Series F Senior Note dated June 23, 1994 in the original principal amount of $8.0 million due May 15, 2006
executed by the Registrant in favor of Prudential(11)
4.10 8.31% Series F Senior Note dated June 23, 1994 in the original principal amount of $2.0 million due May 15, 2006
executed by the Registrant in favor of Prudential(11)
4.11 Amended and Restated Guaranty Agreement dated as of October 19, 1993 by Sunshine in favor of Prudential(8)
4.12 First Amendment to the Long-Term Credit Facility dated as of August 31, 1994 by and between Prudential, Sunshine
Nut Co., Inc. ("Sunshine") and the Registrant(12)
4.13 Second Amendment to the Long-Term Credit Facility dated as of September 12, 1995 by and among Prudential, Sunshine
and the Registrant(17)
4.14 Third Amendment to the Long-Term Credit Facility dated as of February 20, 1996 by and between Prudential, Sunshine
and the Registrant(20)
4.15 $1.8 million Promissory Note dated March 31, 1989 evidencing a loan by Cohen Financial Corporation to LaSalle
National Bank ("LNB"), as Trustee under Trust Agreement dated March 17, 1989 and known as Trust No. 114243(14)
</TABLE>
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<PAGE> 16
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
4.16 Modification Agreement dated as of September 29, 1992 by and among LaSalle National Trust, N.A. ("LaSalle Trust"),
a national banking association, not personally but as Successor Trustee to LNB under Trust Agreement dated March
17, 1989 known as Trust Number 114243; the Registrant; Jasper B. Sanfilippo and Mathias A. Valentine; and Mutual
Trust Life Insurance Company(5)
4.17 Note Purchase Agreement dated as of August 30, 1995 between the Registrant and Teachers Insurance and Annuity
Association of America ("Teachers")(17)
4.18 8.30% Senior Note due 2005 in the original principal amount of $10.0 million, dated September 12, 1995 and executed
by the Registrant in favor of Teachers(17)
4.19 9.38% Senior Subordinated Note due 2005 in the original principal amount of $15.0 million, dated September 12, 1995
and executed by the Registrant in favor of Teachers(17)
4.20 Guaranty Agreement dated as of August 30, 1995 by Sunshine in favor of Teachers (Senior Notes)(17)
4.21 Guaranty Agreement dated as of August 30, 1995 by Sunshine in favor of Teachers (Senior Subordinated Notes)(17)
4.22 Amendment, Consent and Waiver, dated as of March 27, 1996, by and among Teachers, Sunshine and the Registrant(20)
10.1 Certain documents relating to $8.0 million Decatur County-Bainbridge Industrial Development Authority Industrial
Development Revenue Bonds (John B. Sanfilippo & Son, Inc. Project) Series 1987 dated as of June 1, 1987(1)
10.2 Industrial Building Lease dated as of October 1, 1991 between JesCorp, Inc. and LNB, as Trustee under Trust
Agreement dated March 17, 1989 and known as Trust No. 114243(16)
10.3 Industrial Building Lease (the "Touhy Avenue Lease") dated November 1, 1985 between Registrant and LNB, as Trustee
under Trust Agreement dated September 20, 1966 and known as Trust No. 34837(13)
10.4 First Amendment to the Touhy Avenue Lease dated June 1, 1987(13)
10.5 Second Amendment to the Touhy Avenue Lease dated December 14, 1990(13)
10.6 Third Amendment to the Touhy Avenue Lease dated September 1, 1991(18)
10.7 Industrial Real Estate Lease (the "Lemon Avenue Lease") dated May 7, 1991 between Registrant, Majestic Realty Co.
and Patrician Associates, Inc(1)
10.8 First Amendment to the Lemon Avenue Lease dated January 10, 1996(20)
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</TABLE>
<PAGE> 17
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
10.9 $4.0 million Promissory Note dated October 5, 1988 evidencing a loan to Registrant by Jasper B. Sanfilippo(1)
10.10 Form of Receivable Assignment Agreement between Registrant and Jasper B. Sanfilippo and form of
$1,153,801.36 Promissory Note executed by Jasper B. Sanfilippo in connection therewith(14)
10.11 Mortgage, Assignment of Rents and Security Agreement made on September 29, 1992 by LaSalle Trust, not
personally but as Successor Trustee under Trust Agreement dated February 7, 1979 known as Trust Number 100628 in
favor of the Registrant relating to the properties commonly known as 2299 Busse Road and 1717 Arthur Avenue, Elk
Grove Village, Illinois(5)
10.12 Industrial Building Lease dated June 1, 1985 between Registrant and LNB, as Trustee under Trust Agreement
dated February 7, 1979 and known as Trust No. 100628(1)
10.13 First Amendment to Industrial Lease dated September 29, 1992 by and between the Registrant and LaSalle
Trust, not personally but as Successor Trustee under Trust Agreement dated February 7, 1979 and known as Trust
Number 100628(5)
10.14 Second Amendment to Industrial Building Lease dated March 3, 1995, by and between the Registrant and LaSalle
Trust, not personally but as Successor Trustee under Trust Agreement dated February 7, 1979 and known as
Trust Number 100628(14)
10.15 Ground Lease dated January 1, 1995, between the Registrant and LaSalle Trust, not personally but as Successor
Trustee under Trust Agreement dated February 7, 1979 and known as Trust Number 100628(14)
10.16 Party Wall Agreement, dated March 3, 1995, between the Registrant, LaSalle Trust, not personally but as
Successor Trustee under Trust Agreement dated February 7, 1979 and known as Trust Number 100628 and the
Arthur/Busse Limited Partnership(14)
10.17 Secured Promissory Note in the amount of $6,223,321.81 dated September 29, 1992 executed by Arthur/Busse
Limited Partnership in favor of the Registrant(5)
10.18 Tax Indemnification Agreement between Registrant and certain Stockholders of Registrant prior to its initial
public offering(2)
10.19 Indemnification Agreement between Registrant and certain Stockholders of Registrant prior to its initial
public offering(2)
10.20 The Registrant's 1991 Stock Option Plan(1)
10.21 First Amendment to the Registrant's 1991 Stock Option Plan(4)
</TABLE>
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<PAGE> 18
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
10.22 John B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement Number One among John E. Sanfilippo, as
trustee of the Jasper and Marian Sanfilippo Irrevocable Trust, dated September 23, 1990, Jasper B.
Sanfilippo, Marian R. Sanfilippo and Registrant, and Collateral Assignment from John E. Sanfilippo as trustee
of the Jasper and Marian Sanfilippo Irrevocable Trust, dated September 23, 1990, as assignor, to Registrant,
as assignee(7)
10.23 John B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement Number Two among Michael J. Valentine, as
trustee of the Valentine Life Insurance Trust, dated May 15, 1991, Mathias Valentine, Mary Valentine and
Registrant, and Collateral Assignment from Michael J. Valentine, as trustee of the Valentine Life Insurance
Trust, dated May 15, 1991, as assignor, and Registrant, as assignee(7)
10.24 License to Use Trade Name, Trademarks and Service Marks, dated April 15, 1993 by and among Bert S. Crane,
Nancy M. Crane, Bert A. Crane, Mary Crane Couchman, Karen N. Crane, Crane Walnut Orchards Processing Division,
Amsterdam Land and Cattle Company, Inc. and the Registrant(10)
10.25 Credit Agreement among the Registrant, American National Bank and Trust Company of Chicago ("ANB") as agent,
LNB, National City Bank ("NCB") and ANB, dated as of October 19, 1993(8)
10.26 Guaranty Agreement dated as of October 19, 1993 by Sunshine in favor of ANB, as agent on behalf of LNB, NCB
and ANB(8)
10.27 Amendment to Amended and Restated Reimbursement Agreement dated as of October 19, 1993 by and among the
Registrant, LNB and ANB(8)
10.28 Amendment No. 1 to Bank Credit Facility entered into as of August 31, 1994 by and among the Registrant, ANB,
LNB and NCB(12)
10.29 Amendment No. 2 to Bank Credit Facility entered into as of September 1, 1994 by and among the Registrant, ANB,
LNB and NCB(12)
10.30 Amendment No. 3 to Bank Credit Facility dated as of September 13, 1995 by and among the Registrant, ANB, LNB
and NCB.(17)
10.31 Memorandum of Agreement dated February 24, 1994, between the Registrant and The Fisher Nut Company
("Fisher")(13)
10.32 Asset Purchase and Sales Agreement, dated as of October 10, 1995, by and among The Procter & Gamble Company,
("P&G"), The Procter & Gamble Distribution Company ("P&GDC"), Fisher and the Registrant(19)
10.33 Inventory Purchase Agreement, dated as of October 10, 1995, by and among P&G, P&GDC, Fisher and the
Registrant(19)
10.34 Equipment Purchase Agreement, dated as of October 10, 1995, by and between Fisher and the Registrant(19)
</TABLE>
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<PAGE> 19
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
10.35 Lease Agreement, dated as of December 10, 1993, by and between LaSalle Trust and the Registrant for the
premises at 3001 Malmo Drive, Arlington Heights, Illinois(16)
10.36 Certain documents relating to Reverse Split-Dollar Insurance Agreement between Sunshine and John Charles
Taylor dated November 24, 1987(14)
10.37 Outsource Agreement between the Registrant and Preferred Products, Inc. dated January 19, 1995 [CONFIDENTIAL
TREATMENT REQUESTED](14)
10.38 Letter Agreement between the Registrant and Preferred Products, Inc., dated February 24, 1995, amending the
Outsource Agreement dated January 19, 1994 [CONFIDENTIAL TREATMENT REQUESTED](14)
10.39 The Registrant's 1995 Equity Incentive Plan(15)
10.40 Merger Agreement dated May 31, 1995, among the Registrant, Quantz Acquisition Co., Inc. James B. Quantz, the
National Bank of South Carolina, as Trustee of the James Bland Quantz Irrevocable Trust dated May 6, 1980, and
Machine Design Incorporated [CONFIDENTIAL TREATMENT REQUESTED](16)
10.41 Promissory Note (the "ILIC Promissory Note") in the original principal amount of $2.5 million, dated September
27, 1995 and executed by the Registrant in favor of Indianapolis Life Insurance Company ("ILIC")(18)
10.42 First Mortgage and Security Agreement (the "ILIC Mortgage") by and between the Registrant, as mortgagor, and
ILIC, as mortgagee, dated September 27, 1995, and securing the ILIC Promissory Note and relating to the
property commonly known as 3001 Malmo Drive, Arlington Heights, Illinois (the "Arlington Heights
Facility")(18)
10.43 Assignment of Rents, Leases, Income and Profits dated September 27, 1995, executed by the Registrant in favor
of ILIC and relating to the ILIC Promissory Note, the ILIC Mortgage and the Arlington Heights Facility(18)
10.44 Environmental Risk Agreement dated September 27, 1995, executed by the Registrant in favor of ILIC and
relating to the ILIC Promissory Note, the ILIC Mortgage and the Arlington Heights Facility(18)
10.45 Credit Agreement among the Registrant, Bank of America Illinois ("BAI") as agent, NCB, The Northern Trust
Company ("NTC") and BAI, dated as of March 27, 1996(20)
10.46 Reimbursement Agreement between the Registrant and BAI, dated as of March 27, 1996(20)
10.47 Guaranty Agreement dated as March 27, 1996 by Sunshine in favor of BAI as agent on behalf of NCB, NTC and
BAI(20)
11 None
15 None
</TABLE>
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<PAGE> 20
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
18 None
19 None
22-24 None
*27 Financial Data Schedule
99 None
- ------------------------------------------------------
(1) Incorporated by reference to the Registrant's Registration Statement on Form S-1, Registration No. 33-43353, as
filed with the Commission on October 15, 1991 (Commission File No. 0-19681).
(2) Incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31,
1991 (Commission File No. 0-19681).
(3) Incorporated by reference to the Registrant's Registration Statement on Form S-1 (Amendment No. 3), Registration
No. 33-43353, as filed with the Commission on November 25, 1991 (Commission File No. 0-19681).
(4) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the second quarter ended June 25,
1992 (Commission File No. 0-19681).
(5) Incorporated by reference to the Registrant's Current Report on Form 8-K dated September 29, 1992 (Commission File
No. 0-19681).
(6) Incorporated by reference to the Registrant's Current Report on Form 8-K dated January 15, 1993 (Commission File
No. 0-19681).
(7) Incorporated by reference to the Registrant's Registration Statement on Form S-1, Registration No. 33-59366, as
filed with the Commission on March 11, 1993 (Commission File No. 0-19681).
(8) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the third quarter ended
September 30, 1993 (Commission File No. 0-19681).
(9) Incorporated by reference to the Registrant's Current Report on Form 8-K dated September 15, 1993 (Commission file
No. 0-19681).
(10) Incorporated by reference to the Registrant's Amendment No. 1 to Registration Statement on Form S-1, Registration
No. 33-59366, as filed with the commission on April 19, 1993 (Commission File No. 0-19681).
(11) Incorporated by reference to the Registrant's Current Report and Form 8-K dated June 23, 1994 (Commission File No.
0-19681).
(12) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the third quarter ended September
29, 1994 (Commission File No. 0-19681).
</TABLE>
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<PAGE> 21
<TABLE>
<CAPTION>
<S> <C>
(13) Incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31,
1993 (Commission File No. 0-19681).
(14) Incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31,
1994 (Commission File No. 0-19681).
(15) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the first quarter ended March 30,
1995 (Commission File No. 0-19681).
(16) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the second quarter ended June 29,
1995 (Commission File No. 0-19681).
(17) Incorporated by reference to the Registrant's Current Report on Form 8-K dated September 12, 1995 (Commission File
No. 0-19681).
(18) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the third quarter ended September
28, 1995 (Commission file No. 0-19681).
(19) Incorporated by reference to the Registrant's Current Report on Form 8-K dated November 6, 1995 (Commission file
No. 0-19681).
(20) Incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31,
1995 (Commission file No. 0-19681).
* Filed herewith
</TABLE>
John B. Sanfilippo & Son, Inc. will furnish any of the above exhibits to its
stockholders upon written request addressed to the Secretary at the address
given on the cover page of this Form 10-Q. The charge for furnishing copies of
the exhibits is $.25 per page, plus postage.
(b) Reports on Form 8-K: On November 21, 1995, the Company filed a
current report on Form 8-K, dated November 6, 1995, with the Securities and
Exchange Commission, reporting its acquisition of the Fisher Nut business (the
"Fisher Transaction") pursuant to Item 2 on that form. On January 22, 1996,
the Company amended this Form 8-K to include, pursuant to Item 7 of that form,
the following financial statements in connection with the Fisher Transaction:
(i) Statement of Direct Revenues and Direct Expenses for the Year Ended June
30, 1995 and the Three Month Periods Ended September 30, 1995 and 1994 for the
Fisher Nut Product Line of the Procter & Gamble Company and notes thereto, and
(ii) Pro Forma Income Statement for the year ended December 31, 1994 of the
Company, Pro Forma Income statement for the Nine Months Ended September 28,
1995 of the Company and Pro Forma Balance Sheet as of September 28, 1995 of the
Company, and related notes thereto.
-21-
<PAGE> 22
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
JOHN B. SANFILIPPO & SON, INC.
Date: May 10, 1996 By: /s/Gary P. Jensen
-----------------------------
Gary P. Jensen
Executive Vice President,
Finance and Chief Financial
Officer
-22-
<PAGE> 23
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the John B.
Sanfilippo & Son, Inc. Consolidated Statement of Operations for the quarter
ended March 28, 1996 and Consolidated Balance Sheet as of March 28, 1996 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-28-1996
<CASH> 844
<SECURITIES> 0
<RECEIVABLES> 18,697
<ALLOWANCES> 0
<INVENTORY> 98,993
<CURRENT-ASSETS> 121,476
<PP&E> 123,929
<DEPRECIATION> 44,559
<TOTAL-ASSETS> 216,151
<CURRENT-LIABILITIES> 67,009
<BONDS> 74,213
<COMMON> 93
0
0
<OTHER-SE> 74,333
<TOTAL-LIABILITY-AND-EQUITY> 216,151
<SALES> 53,059
<TOTAL-REVENUES> 53,059
<CGS> 44,883
<TOTAL-COSTS> 44,883
<OTHER-EXPENSES> 7,642
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,555
<INCOME-PRETAX> (1,930)
<INCOME-TAX> (746)
<INCOME-CONTINUING> (1,184)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,184)
<EPS-PRIMARY> (.13)
<EPS-DILUTED> (.13)
</TABLE>
