SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------------- FORM 10-Q (Mark One) [ X ] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 28, 2002 [ ] 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 9, 2002, 5,462,489 shares of the Registrant's Common Stock, $0.01 par value per share, excluding 117,900 treasury shares, and 3,687,426 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 ------------------------------ PART I. FINANCIAL INFORMATION PAGE NO. - ------------------------------ -------- Item 1 -- Consolidated Financial Statements (Unaudited): Consolidated Statements of Operations for the quarters and thirty-nine weeks ended March 28, 2002 and March 29, 2001 3 Consolidated Balance Sheets as of March 28, 2002 and June 28, 2001 4 Consolidated Statements of Cash Flows for the thirty-nine weeks ended March 28, 2002 and March 29, 2001 5 Notes to Consolidated Financial Statements 6 Item 2 -- Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Item 3 -- Quantitative and Qualitative Disclosures About Market Risk 14 PART II. OTHER INFORMATION - --------------------------- Item 2 -- Changes in Securities 15 Item 6 -- Exhibits and Reports on Form 8-K 15 SIGNATURE 16 - --------- EXHIBIT INDEX 17 - ------------- OMITTED FINANCIAL STATEMENTS - ---------------------------- None FORWARD-LOOKING STATEMENTS - -------------------------- 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. 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) <TABLE> <CAPTION> For the Quarter Ended For the Thirty-nine Weeks Ended ------------------------------ ------------------------------- March 28, 2002 March 29, 2001 March 28, 2002 March 29, 2001 -------------- -------------- -------------- -------------- <S> <C> <C> <C> <C> Net sales $67,114 $63,144 $264,628 $260,115 Cost of sales 58,481 53,400 227,472 219,925 -------------- -------------- -------------- -------------- Gross profit 8,633 9,744 37,156 40,190 -------------- -------------- -------------- -------------- Selling expenses 4,650 5,231 16,118 17,006 Administrative expenses 2,251 2,173 6,817 6,919 -------------- -------------- -------------- -------------- Total selling and administrative expenses 6,901 7,404 22,935 23,925 -------------- -------------- -------------- -------------- Income from operations 1,732 2,340 14,221 16,265 -------------- -------------- -------------- -------------- Other income (expense): Interest expense (1,389) (2,252) (4,423) (6,416) Rental income 100 160 392 436 Miscellaneous 3 7 10 14 -------------- -------------- -------------- -------------- (1,286) (2,085) (4,021) (5,966) -------------- -------------- -------------- -------------- Income before income taxes 446 255 10,200 10,299 Income tax expense 178 102 4,080 4,119 -------------- -------------- -------------- -------------- Net income and comprehensive income $ 268 $ 153 $ 6,120 $ 6,180 ============== ============== ============== ============== Basic and diluted earnings per common share $ 0.03 $ 0.02 $ 0.67 $ 0.68 ============== ============== ============== ============== </TABLE> The accompanying notes are an integral part of these financial statements. JOHN B. SANFILIPPO & SON, INC. ------------------------------ CONSOLIDATED BALANCE SHEETS --------------------------- (Dollars in thousands) (Unaudited) March 28, 2002 June 28, 2001 -------------- ------------- ASSETS CURRENT ASSETS: Cash $ 900 $ 1,098 Accounts receivable, net 22,349 25,890 Inventories 114,077 98,567 Deferred income taxes 633 633 Income taxes receivable -- 880 Prepaid expenses and other current assets 4,005 1,931 -------------- ------------- TOTAL CURRENT ASSETS 141,964 128,999 -------------- ------------- PROPERTIES: Buildings 60,297 55,711 Machinery and equipment 83,662 81,381 Furniture and leasehold improvements 5,319 5,211 Vehicles 3,738 4,097 Construction in progress -- 3,430 -------------- ------------- 153,016 149,830 Less: Accumulated depreciation 86,344 81,046 -------------- ------------- 66,672 68,784 Land 1,863 1,863 -------------- ------------- 68,535 70,647 -------------- ------------- OTHER ASSETS: Goodwill and other intangibles 4,934 5,348 Miscellaneous 6,048 5,246 -------------- ------------- 10,982 10,594 -------------- ------------- $221,481 $210,240 ============== ============= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Notes payable $ 37,381 $ 37,532 Current maturities of long-term debt 12,671 12,666 Accounts payable 18,432 11,429 Drafts payable 5,592 4,944 Accrued expenses 8,589 7,373 Income taxes payable 1,060 -- -------------- ------------- TOTAL CURRENT LIABILITIES 83,725 73,944 -------------- ------------- LONG-TERM DEBT 34,443 39,109 -------------- ------------- LONG-TERM DEFERRED INCOME TAXES 2,841 2,841 -------------- ------------- STOCKHOLDERS' EQUITY Class A Common Stock, cumulative voting rights of ten votes per share, $.01 par value; 10,000,000 shares authorized, 3,687,426 issued and outstanding 37 37 Common Stock, non-cumulative voting rights of one vote per share, $.01 par value; 10,000,000 shares authorized, 5,462,489 and 5,461,139 issued and outstanding, at March 28, 2002 and June 28, 2001, respectively 56 56 Capital in excess of par value 57,202 57,196 Retained earnings 44,381 38,261 Treasury stock (1,204) (1,204) -------------- ------------- 100,472 94,346 -------------- ------------- $221,481 $210,240 ============== ============= 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 28, 2002 March 29, 2001 -------------- -------------- Cash flows from operating activities: Net income $ 6,120 $ 6,180 Adjustments: Depreciation and amortization 6,392 6,335 Gain on disposition of properties (33) (6) Change in current assets and current liabilities: Accounts receivable, net 3,541 3,549 Inventories (15,510) (14,587) Prepaid expenses and other current assets (2,074) (24) Accounts payable 7,003 (2,569) Drafts payable 648 1,688 Accrued expenses 1,216 (613) Income taxes receivable/payable 1,940 194 -------------- -------------- Net cash provided by operating activities 9,243 147 -------------- -------------- Cash flows from investing activities: Acquisition of properties (3,668) (6,123) Proceeds from disposition of properties 64 6 Other (1,025) (399) -------------- -------------- Net cash used in investing activities (4,629) (6,516) -------------- -------------- Cash flows from financing activities: Net borrowings on notes payable (151) 11,205 Principal payments on long-term debt (4,661) (4,667) -------------- -------------- Net cash (used in) provided by financing activities (4,812) 6,538 -------------- -------------- Net (decrease) increase in cash (198) 169 Cash: Beginning of period 1,098 1,113 -------------- -------------- End of period $ 900 $ 1,282 ============== ============== Supplemental disclosures: Interest paid $ 4,762 $ 6,668 Income taxes paid 2,187 3,925 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) Note 1 -- Basis of Presentation - ------------------------------- The consolidated financial statements include the accounts of John B. Sanfilippo & Son, Inc. and its wholly-owned subsidiary, JBS International, Inc. (collectively, the "Company"). The Company's fiscal year ends on the last Thursday of June each year, and typically consists of fifty-two weeks (four thirteen week quarters). Note 2 -- Inventories - --------------------- Inventories are stated at the lower of cost (first in, first out) or market. Inventories consist of the following: March 28, June 28, 2002 2001 --------- -------- Raw material and supplies $ 65,448 $30,154 Work-in-process and finished goods 48,629 68,413 --------- -------- $114,077 $98,567 ========= ======== Note 3 -- Earnings Per Common Share - ----------------------------------- Earnings per common share is calculated using the weighted average number of shares of Common Stock and Class A Common Stock outstanding during the period. The following tables present the required disclosures: For the Quarter Ended March 28, 2002 ------------------------------------ Income Shares Per-Share (Numerator) (Denominator) Amount ----------- ------------- --------- Net Income $268 Basic Earnings Per Common Share Income available to common stockholders $268 9,149,915 $0.03 ========= Effect of Dilutive Securities Stock options 41,235 Diluted Earnings Per Common Share Income available to common stockholders $268 9,191,150 $0.03 =========== ============= ========= For the Quarter Ended March 29, 2001 ------------------------------------ Income Shares Per-Share (Numerator) (Denominator) Amount ----------- ------------- --------- Net Income $153 Basic Earnings Per Common Share Income available to common stockholders $153 9,148,565 $0.02 ========= Effect of Dilutive Securities Stock options 2,669 Diluted Earnings Per Common Share Income available to common stockholders $153 9,151,234 $0.02 =========== ============= ========= For the Thirty-nine Weeks Ended March 28, 2002 ------------------------------------ Income Shares Per-Share (Numerator) (Denominator) Amount ----------- ------------- --------- Net Income $6,120 Basic Earnings Per Common Share Income available to common stockholders $6,120 9,149,229 $0.67 ========= Effect of Dilutive Securities Stock options 40,915 Diluted Earnings Per Common Share Income available to common stockholders $6,120 9,190,144 $0.67 =========== ============= ========= For the Thirty-nine Weeks Ended March 29, 2001 ------------------------------------ Income Shares Per-Share (Numerator) (Denominator) Amount ----------- ------------- --------- Net Income $6,180 Basic Earnings Per Common Share Income available to common stockholders $6,180 9,148,565 $0.68 ========= Effect of Dilutive Securities Stock options 975 Diluted Earnings Per Common Share Income available to common stockholders $6,180 9,149,540 $0.68 =========== ============= ========= The following table summarizes the weighted-average number of options which were outstanding for the periods presented but were not included in the computation of diluted earnings per share because the exercise prices of the options were greater than the average market price of the common shares for the period: Weighted-Average Number of Options Exercise Price ----------------- ---------------- Quarter Ended March 28, 2002 158,463 $ 9.05 Quarter Ended March 29, 2001 403,928 $ 8.32 Thirty-nine Weeks Ended March 28, 2002 221,675 $10.07 Thirty-nine Weeks Ended March 29, 2001 469,137 $ 8.10 Note 4 -- Recent Accounting Pronouncements - ------------------------------------------ During the first quarter of fiscal 2002, the Company early adopted certain matters addressed in Emerging Issues Task Force ("EITF") 00-14, "Accounting for Certain Sales Incentives," and EITF 00-25, "Vendor Income Statement Characterization of Consideration Paid to a Reseller of the Vendor's Products". Certain costs, which were recorded as selling and administrative expenses, are now recorded as a reduction in revenue. Similar reclassifications have been made to prior period comparative information. These reclassifications were not material and had no impact on the Company's net income or financial position. 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. The data presented on the balance sheet for the fiscal year ended June 28, 2001 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 2001 Annual Report on Form 10-K for the year ended June 28, 2001. Item 2 -- Management's Discussion and Analysis of Financial Condition and Results of Operations - --------------------------------------------------------------------- The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements and the Notes to Consolidated Financial Statements. 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 calendar 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 second and third quarters of the Company's fiscal 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, 2002, the Company's inventories totaled approximately $114.1 million compared to approximately $98.6 million at June 28, 2001, and approximately $120.3 million at March 29, 2001. The decrease in inventories at March 28, 2002 when compared to March 29, 2001 is primarily due to (i) lower unit costs for inshell pecans in fiscal 2002 when compared to fiscal 2001, partially offset by an increase in levels of pecans on hand, and (ii) lower levels of almonds on hand at March 28, 2002 compared to March 29, 2001. See "Factors That May Affect Future Results -- Availability of Raw Materials and Market Price Fluctuations." The Company's fiscal year ends on the last Thursday of June each year, and references herein to "fiscal" years are to the fiscal years ended in the indicated calendar year (for example, "fiscal 2002" refers to the Company's fiscal year ending June 27, 2002). The Company's fiscal year typically consists of fifty-two weeks (four thirteen week quarters). Results of Operations - --------------------- Net Sales. Net sales increased from approximately $63.1 million for the third quarter of fiscal 2001 to approximately $67.1 million for the third quarter of fiscal 2002, an increase of approximately $4.0 million, or 6.3%. Net sales increased from approximately $260.1 million for the thirty-nine weeks ended March 29, 2001 to approximately $264.6 million for the thirty-nine weeks ended March 28, 2002, an increase of approximately $4.5 million or 1.7%. The increases in net sales, for both the quarterly and thirty-nine week periods, were due primarily to higher unit volume sales to the Company's retail and contract packaging customers. The increase in net sales for the thirty-nine week period was partially offset by lower unit volume sales to the Company's industrial customers during the first half of fiscal 2002. The increase in sales to retail customers was due primarily to increased sales of private label products. The decrease in sales to industrial customers was due primarily to high sales of pecans during the first twenty-six weeks of fiscal 2001. Gross Profit. Gross profit for the third quarter of fiscal 2002 decreased approximately 11.4% to approximately $8.6 million from approximately $9.7 million for the third quarter of fiscal 2001. Gross profit margin decreased from approximately 15.4% for the third quarter of fiscal 2001 to approximately 12.9% for the third quarter of fiscal 2002. Gross profit for the thirty-nine weeks ended March 28, 2002 decreased approximately 7.5% to approximately $37.2 million compared with approximately $40.2 million for the thirty-nine weeks ended March 29, 2001. Gross profit margin decreased from approximately 15.5% for the first thirty-nine weeks of fiscal 2001 to approximately 14.0% for the first thirty-nine weeks of fiscal 2002. The decreases in gross profit margin, for both the quarterly and thirty-nine week periods, were due primarily to: (i) a decrease in gross profit margin on sales to industrial customers, (ii) an increase in private label sales to retail customers, which sales generally carry lower gross profit margins than sales of branded products and (iii) an increase in sales to contract packaging customers, which sales generally carry lower margins than sales to the Company's other customers. Selling and Administrative Expenses. Selling and administrative expenses as a percentage of net sales decreased from approximately 11.7% for the third quarter of fiscal 2001 to approximately 10.3% for the third quarter of fiscal 2002. Selling and administrative expenses as a percentage of net sales decreased from approximately 9.2% for the thirty-nine weeks ended March 29, 2001 to approximately 8.7% for the thirty-nine weeks ended March 28, 2002. Selling expenses as a percentage of net sales decreased from approximately 8.3% for the third quarter of fiscal 2001 to approximately 6.9% for the third quarter of fiscal 2002. Selling expenses as a percentage of net sales decreased from 6.5% of net sales for the thirty-nine weeks ended March 29, 2001 to approximately 6.1% of net sales for the thirty-nine weeks ended March 28, 2002. Administrative expenses were approximately 3.4% of net sales for both the third quarter of fiscal 2002 and the third quarter of fiscal 2001. Administrative expenses were approximately 2.6% of net sales for the thirty-nine weeks ended March 28, 2002 versus approximately 2.7% for the thirty-nine weeks ended March 29, 2001. The decreases in selling expenses as percentages of net sales, for both the quarterly and thirty-nine week periods, were due primarily to: (i) continuous efforts to control expenses and (ii) lower promotional activity in the consumer distribution channel in fiscal 2002. Income from Operations. Due to the factors discussed above, income from operations decreased from approximately $2.3 million, or 3.7% of net sales, for the third quarter of fiscal 2002, to approximately $1.7 million, or 2.6% of net sales, for the third quarter of fiscal 2002. For the thirty-nine weeks ended March 28, 2002, income from operations decreased to approximately $14.2 million, or 5.4% of net sales, from approximately $16.3 million, or 6.3% of net sales, for the thirty-nine weeks ended March 29, 2001. Interest Expense. Interest expense decreased from approximately $2.3 million for the third quarter of fiscal 2001 to approximately $1.4 million for the third quarter of fiscal 2002. For the thirty-nine weeks ended March 28, 2002, interest expense was approximately $4.4 million, compared to approximately $6.4 million for the thirty-nine weeks ended March 29, 2001. The decreases in interest expense, for both the quarterly and thirty-nine week periods, were due primarily to: (i) lower average levels of borrowings due to the lower average levels of inventories and (ii) lower interest rates associated with the Bank Credit Facility, as defined below. Income Taxes. Income tax expense was approximately $0.2 million, or 40.0% of income before income taxes for the third quarter of fiscal 2002 compared to approximately $0.1 million, or 40.0% of income before income taxes, for the third quarter of fiscal 2001. Income tax expense was approximately $4.1 million, or 40.0% of income before income taxes, for the thirty-nine weeks ended March 28, 2002 and the thirty-nine weeks ended March 29, 2001. Net Income. Net income was approximately $0.3 million, or $0.03 per common share (basic and diluted), for the third quarter of fiscal 2002, compared to approximately $0.2 million, or $0.02 per common share (basic and diluted), for the third quarter of fiscal 2001. Net income was approximately $6.1 million, or $0.67 per common share (basic and diluted), for the first thirty-nine weeks of fiscal 2002, compared to approximately $6.1 million, or $0.68 per common share (basic and diluted), for the first thirty-nine weeks of fiscal 2001. Liquidity and Capital Resources During the third quarter of fiscal 2002, the Company continued to finance its activities through a bank credit facility (the "Bank Credit Facility"), a long-term financing facility originally entered into by the Company in 1992 (the "Long-Term Financing Facility") and a long-term financing arrangement entered into in 1995 (the "Additional Long-Term Financing"). Net cash provided by operating activities was approximately $9.2 million for the first thirty-nine weeks of fiscal 2002 compared to approximately $0.1 million for the first thirty-nine weeks of fiscal 2001. The increase in cash provided by operating activities was due primarily to lower unit costs for nuts, especially pecans, in fiscal 2002 when compared to fiscal 2001. During the first thirty-nine weeks of fiscal 2002, the Company spent approximately $3.7 million in capital expenditures, compared to approximately $6.1 million for the first thirty-nine weeks of fiscal 2001. This decrease was due primarily to (i) the expansion of the Company's walnut shelling operations at the Company's Gustine, California facility during fiscal 2001, and (ii) the addition of processing lines at the Company's facilities during the first quarter of fiscal 2001. During the first thirty-nine weeks of fiscal 2002, the Company repaid approximately $4.7 million of long-term debt, the same as the amount repaid for the first thirty-nine weeks of fiscal 2001. The Bank Credit Facility is comprised of (i) a working capital revolving loan, which provides for working capital financing of up to approximately $62.3 million, in the aggregate, and matures on May 31, 2003, and (ii) a letter of credit of approximately $7.7 million to secure the industrial development bonds, which matures on June 1, 2002. Borrowings under the working capital revolving loan accrue interest at a rate (the weighted average of which was 3.20% at March 28, 2002) determined pursuant to a formula based on the agent bank's quoted rate and the Eurodollar Interbank rate. As of March 28, 2002, the Company had approximately $23.8 million of available credit under the Bank Credit Facility. Of the total $35.0 million of borrowings under the Long-Term Financing Facility, $25.0 million matures on August 15, 2004, bears interest rates ranging from 7.34% to 9.18% per annum payable quarterly, and requires equal semi-annual principal installments based on a ten-year amortization schedule. The remaining $10.0 million of this indebtedness matures on May 15, 2006, bears interest at the rate of 9.16% per annum payable quarterly, and requires equal semi-annual principal installments based on a ten-year amortization schedule. As of March 28, 2002, the total principal amount outstanding under the Long-Term Financing Facility was $10.7 million. The Additional Long-Term Financing has a maturity date of September 1, 2005 and (i) as to $10.0 million of the principal amount thereof, bears interest at an annual rate of 8.3% payable semiannually and requires annual principal payments of approximately $1.4 million each through maturity, and (ii) as to the other $15.0 million of the principal amount thereof, bears interest at an annual rate of 9.38% payable semiannually and requires principal payments of $5.0 million each on September 1, 2003 and September 1, 2004, with a final payment of $5.0 million at maturity on September 1, 2005. As of March 28, 2002, the total principal amount outstanding under the Additional Long-Term Financing was approximately $20.7 million. The terms of the Company's financing facilities, as amended, include certain restrictive covenants that, among other things: (i) require the Company to maintain specified financial ratios; (ii) limit the Company's annual capital expenditures; and (iii) require that Jasper B. Sanfilippo (the Company's Chairman of the Board and Chief Executive Officer) and Mathias A. Valentine (a director and the Company's President) together with their respective immediate family members and certain trusts created for the benefit of their respective sons and daughters, continue to own shares representing the right to elect a majority of the directors of the Company. In addition, (i) the Long-Term Financing Facility limits the Company's payment of dividends to a cumulative amount not to exceed 25% of the Company's cumulative net income from and after January 1, 1996, (ii) the Additional Long-Term Financing limits cumulative dividends to the sum of (a) 50% of the Company's cumulative net income (or minus 100% of the Company's cumulative net loss) from and after January 1, 1995 to the date the dividend is declared, (b) the cumulative amount of the net proceeds received by the Company during the same period from any sale of its capital stock, and (c) $5.0 million, and (iii) the Bank Credit Facility limits dividends to the lesser of (a) 25% of net income for the previous fiscal year, or (b) $5.0 million and prohibits the Company from redeeming shares of capital stock. As of March 28, 2002, the Company was in compliance with all restrictive covenants under its financing facilities. 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. Recent Accounting Pronouncements - -------------------------------- During the first quarter of fiscal 2002, the Company early adopted certain matters addressed in Emerging Issues Task Force ("EITF") 00-14, "Accounting for Certain Sales Incentives," and EITF 00-25, "Vendor Income Statement Characterization of Consideration Paid to a Reseller of the Vendor's Products". Certain costs, which were recorded as selling and administrative expenses, are now recorded as a reduction in revenue. Similar reclassifications have been made to prior period comparative information. These reclassifications were not material and had no impact on the Company's net income or financial position. In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS 141, "Business Combinations", and SFAS 142, "Goodwill and Other Intangible Assets". SFAS 141 requires that all business combinations initiated after June 30, 2001 be accounted for under the purchase method. With the adoption of SFAS 142, goodwill is no longer subject to amortization over its estimated useful life. Instead, goodwill will be subject to at least an annual assessment for impairment by applying a fair-value-based test. In addition, under the new rules, acquired intangible assets will be separately recognized if the benefit of the intangible asset is obtained through contractual or other legal rights, or if the intangible asset can be sold, transferred, licensed, rented or exchanged, regardless of the acquirer's intent to do so. The provisions of SFAS 142 must be applied with fiscal years beginning after December 15, 2001. The Company will adopt SFAS 142 beginning June 28, 2002. Management is currently assessing the implementation guidance being provided by the FASB and other regulatory bodies and has not yet determined the effect, if any, the new rules will have on the Company's financial position or results of operations. Any adjustments arising from the initial impairment assessment would be reported as the cumulative effect of a change in accounting principle. In June 2001, the FASB issued SFAS 143, "Accounting for Asset Retirement Obligations". This statement requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. SFAS 143 will become effective in fiscal 2003. Management does not expect that adoption of this standard will have a material impact on the Company's results of operations, financial condition or cash flows. In August 2001, the FASB issued SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". This statement provides a single, comprehensive accounting model for impairment and disposal of long-lived assets and discontinued operations. SFAS 144 will become effective in fiscal 2003. Management does not expect that adoption of this standard will have a material impact on the Company's results of operations, financial condition or cash flows. Forward Looking Statements - -------------------------- The statements contained in this filing which are not historical (including statements concerning the Company's expectations regarding market risk) are "forward looking statements". These forward looking statements, which are generally identified by the use of forward looking words and phrases such as "intends", "may", "believes" and "expects", represent the Company's present expectations or beliefs concerning future events. The Company cautions that such statements are qualified by important factors, including the factors described below under "Factors That May Affect Future Results", that could cause actual results to differ materially from those in the forward looking statements, as well as the timing and occurrence (or nonoccurrence) of transactions and events which may be subject to circumstances beyond the Company's control. Consequently, results actually achieved may differ materially from the expected results included in these statements. Factors That May Affect Future Results - -------------------------------------- (a) 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 and other nuts 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 United States Department of Agriculture ("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 (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 the Company's 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" . (b) Market and Import/Export Conditions and Uncertainties - --------------------------------------------------------- The terrorist attacks of September 11 and subsequent events have created considerable economic and political uncertainties. Sales to the Company's airline customers have been adversely impacted. For the fiscal year ended June 28, 2001, sales to airline customers represented approximately 3% of the Company's total sales. Additionally, the terrorist attacks and subsequent events may have material adverse effects on imports, shipping and transportation, fuel costs, consumer buying behavior, general economic conditions and other factors affecting the Company's business. (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 the Company, such as Planters and Ralcorp Holdings, Inc. The Company 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) Fixed Price Commitments - --------------------------- From time to time, the Company enters into fixed price commitments with its customers. Such commitments typically represent approximately 10% of the Company's annual net sales and are normally entered into after the Company's cost to acquire the nut products necessary to satisfy the fixed price commitment is substantially fixed. However, the Company expects to continue to enter into fixed price commitments with respect to certain of its nut products prior to fixing its acquisition cost when, in management's judgment, market or crop harvest conditions so warrant. To the extent the Company does so, these fixed price commitments may result in losses. Historically, 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. (e) Termination of Federal Peanut Quota Program - ----------------------------------------------- Peanuts are an important part of the Company's product line. Approximately 50% of the total pounds of products processed annually by the Company are peanuts, peanut butter and other products containing peanuts. The production and marketing of peanuts have been regulated by the USDA under the Agricultural Adjustment Act of 1938 (the "Agricultural Adjustment Act"). The Agricultural Adjustment Act, and regulations promulgated thereunder, support the peanut crop by: (i) limiting peanut imports; (ii) limiting the amount of peanuts that American farmers are allowed to take to the domestic market each year; and (iii) setting a minimum price that a sheller must pay for peanuts which may be sold for domestic consumption. The amount of peanuts that American farmers can sell each year is determined by the Secretary of Agriculture and is based upon the prior year's peanut consumption in the United States. Only peanuts that qualify under the quota may be sold for domestic food products and seed. The peanut quota for the 2001 crop year (which ends on July 31, 2002) is approximately 1.2 million tons. Peanuts in excess of the quota are called "additional peanuts" and generally may only be exported or used domestically for crushing into oil or meal. Current regulations permit additional peanuts to be domestically processed and exported as finished goods to any foreign country. The quota support price for the 2001 crop year is approximately $610 per ton. The 1996 Farm Bill extended the federal peanut quota program for peanuts for seven years. In May 2002, Congress passed The Farm Security and Rural Investment Act of 2002 ( the "2002 Farm Bill"), which would terminate the federal peanut quota program beginning with the 2002 crop year. President Bush has indicated that he would sign the 2002 Farm Bill into law. The 2002 Farm Bill replaces the federal peanut quota program with a fixed, decoupled payment system through the 2011 crop year. Additionally, among other provisions, the Secretary of Agriculture may make certain counter-cyclical payments whenever the Secretary believes that the effective price for peanuts is less than the target price. The termination of the federal peanut quota program could significantly affect the supply of, and price for, peanuts. Although the Company has successfully operated in a market shaped by the federal peanut quota program for many years, the Company believes that it would adapt to a market without a quota program. However, the Company has no experience in operating in such a peanut market, and no assurances can be given that the elimination of the federal peanut quota program would not adversely affect the Company's business. 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 the elimination of the federal peanut quota program will not adversely affect the Company's business. Item 3 -- Quantitative and Qualitative Disclosures About Market Risk - -------------------------------------------------------------------- The Company has not entered into transactions using derivative financial instruments. The Company believes that its exposure to market risk related to its other financial instruments (which are the debt instruments under "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources") is not material. 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, such information which is incorporated herein by reference. Item 6 -- Exhibits and Reports on Form 8-K - ------------------------------------------ (a) The exhibits filed herewith are listed in the exhibit index that follows the signature page and immediately precedes the exhibits filed. (b) Reports on Form 8-K: None filed during the quarter ended March 28, 2002. 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 9, 2002 By: /s/ Michael J. Valentine ------------------------ Michael J. Valentine Executive Vice President Finance, Chief Financial Officer and Secretary EXHIBIT INDEX ------------- Exhibit Number Description - ------- ----------------------------------------------------------------- 2 None 3.1 Restated Certificate of Incorporation of Registrant(2) 3.2 Certificate of Correction to Restated Certificate(2) 3.3 Bylaws of Registrant(1) 4.1 Specimen Common Stock Certificate(3) 4.2 Specimen Class A Common Stock Certificate(3) 4.3 Second Amended and Restated Note Agreement by and between the Registrant and The Prudential Insurance Company of America ("Prudential") dated January 24, 1997 (the "Long-Term Financing Facility")(18) 4.4 7.87% Series A Senior Note dated September 29, 1992 in the original principal amount of $4.0 million due August 15, 2004 executed by the Registrant in favor of Prudential(5) 4.5 8.22% Series B Senior Note dated September 29, 1992 in the original principal amount of $6.0 million due August 15, 2004 executed by the Registrant in favor of Prudential(5) 4.6 8.22% Series C Senior Note dated September 29, 1992 in the original principal amount of $4.0 million due August 15, 2004 executed by the Registrant in favor of Prudential(5) 4.7 8.33% Series D Senior Note dated January 15, 1993 in the original principal amount of $3.0 million due August 15, 2004 executed by the Registrant in favor of Prudential(6) 4.8 6.49% Series E Senior Note dated September 15, 1993 in the original principal amount of $8.0 million due August 15, 2004 executed by the Registrant in favor of Prudential(9) 4.9 8.31% Series F Senior Note dated June 23, 1994 in the original principal amount of $8.0 million due May 15, 2006 executed by the Registrant in favor of Prudential(10) 4.10 8.31% Series F Senior Note dated June 23, 1994 in the original principal amount of $2.0 million due May 15, 2006 executed by the Registrant in favor of Prudential(10) 4.11 Amended and Restated Guaranty Agreement dated as of October 19, 1993 by Sunshine in favor of Prudential(8) 4.12 Amendment to the Second Amended and Restated Note Agreement dated May 21, 1997 by and among Prudential, Sunshine and the Registrant(19) 4.13 Amendment to the Second Amended and Restated Note Agreement dated March 31, 1998 by and among Prudential, the Registrant, Sunshine, and Quantz Acquisition Co., Inc. ("Quantz")(20) 4.14 Guaranty Agreement dated as of March 31, 1998 by JBS International, Inc. ("JBSI") in favor of Prudential(20) 4.15 Amendment and Waiver to the Second Amended and Restated Note Agreement dated February 5, 1999 by and among Prudential, the Registrant, Sunshine, JBSI and Quantz(23) 4.16 Note Purchase Agreement dated as of August 30, 1995 between the Registrant and Teachers Insurance and Annuity Association of America ("Teachers")(15) 4.17 8.30% Senior Note due 2005 in the original principal amount of $10.0 million dated September 12, 1995 and executed by the Registrant in favor of Teachers(15) 4.18 9.38% Senior Subordinated Note due 2005 in the original principal amount of $15.0 million dated September 12, 1995 and executed by the Registrant in favor of Teachers(15) 4.19 Guaranty Agreement dated as of August 30, 1995 by Sunshine in favor of Teachers (Senior Notes)(15) 4.20 Guaranty Agreement dated as of August 30, 1995 by Sunshine in favor of Teachers (Senior Subordinated Notes)(15) 4.21 Amendment, Consent and Waiver dated as of March 27, 1996 by and among Teachers, Sunshine and the Registrant(17) 4.22 Amendment No. 2 to Note Purchase Agreement dated as of January 24, 1997 by and among Teachers, Sunshine and the Registrant(18) 4.23 Amendment to Note Purchase Agreement dated May 19, 1997 by and among Teachers, Sunshine and the Registrant(20) 4.24 Amendment No. 3 to Note Purchase Agreement dated as of March 31, 1998 by and among Teachers, Sunshine, Quantz and the Registrant(20) 4.25 Guaranty Agreement dated as of March 31, 1998 by JBSI in favor of Teachers (Senior Notes)(20) 4.26 Guaranty Agreement dated as of March 31, 1998 by JBSI in favor of Teachers (Senior Subordinated Notes)(20) 4.27 Amendment and Waiver to Note Purchase Agreement dated February 5, 1999 by and among Teachers, Sunshine, Quantz, JBSI and the Registrant(23) 4.28 Amendment and Waiver to Note Purchase Agreement dated October 26, 1999 between Teachers and the Registrant(24) 10.1 Certain documents relating to $8.0 million Decatur County-Bainbridge Industrial Development Authority Industrial Development Revenue Bonds (John B. Sanfilippo & Son, Inc. Project) Series 1987 dated as of June 1, 1987(1) 10.2 Industrial Building Lease dated as of October 1, 1991 between JesCorp., Inc. and LNB, as Trustee under Trust Agreement dated March 17, 1989 and known as Trust No. 114243(14) 10.3 Industrial Building Lease (the "Touhy Avenue Lease") dated November 1, 1985 between Registrant and LNB, as Trustee under Trust Agreement dated September 20, 1966 and known as Trust No. 34837(11) 10.4 First Amendment to the Touhy Avenue Lease dated June 1, 1987(11) 10.5 Second Amendment to the Touhy Avenue Lease dated December 14, 1990(11) 10.6 Third Amendment to the Touhy Avenue Lease dated September 1, 1991(16) 10.7 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) 10.8 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) 10.9 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) 10.10 Second Amendment to Industrial Building Lease dated March 3, 1995 by and between the Registrant and LaSalle Trust, not personally but as Successor Trustee under Trust Agreement dated February 7, 1979 and known as Trust Number 100628(12) 10.11 Third Amendment to Industrial Building Lease dated August 15, 1998 by and between the Registrant and LaSalle Trust, not personally but as Successor Trustee under Trust Agreement dated February 7, 1979 and known as Trust Number 100628(21) 10.12 Ground Lease dated January 1, 1995 between the Registrant and LaSalle Trust, not personally but as Successor Trustee under Trust Agreement dated February 7, 1979 and known as Trust Number 100628(12) 10.13 Party Wall Agreement dated March 3, 1995 between the Registrant, LaSalle Trust, not personally but as Successor Trustee under Trust Agreement dated February 7, 1979 and known as Trust Number 100628, and the Arthur/Busse Limited Partnership(12) 10.14 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) 10.15 Tax Indemnification Agreement between Registrant and certain Stockholders of Registrant prior to its initial public offering(2) 10.16 Indemnification Agreement between Registrant and certain Stockholders of Registrant prior to its initial public offering(2) 10.17 The Registrant's 1991 Stock Option Plan(1) 10.18 First Amendment to the Registrant's 1991 Stock Option Plan(4) 10.19 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) 10.20 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) 10.21 Outsource Agreement between the Registrant and Preferred Products, Inc. dated January 19, 1995 [CONFIDENTIAL TREATMENT REQUESTED](12) 10.22 Letter Agreement between the Registrant and Preferred Products, Inc. dated February 24, 1995, amending the Outsource Agreement dated January 19, 1994 [CONFIDENTIAL TREATMENT REQUESTED](12) 10.23 The Registrant's 1995 Equity Incentive Plan(13) 10.24 Promissory Note (the "ILIC Promissory Note") in the original principal amount of $2.5 million dated September 27, 1995 and executed by the Registrant in favor of Indianapolis Life Insurance Company ("ILIC")(16) 10.25 First Mortgage and Security Agreement (the "ILIC Mortgage") by and between the Registrant, as mortgagor, and ILIC, as mortgagee, dated September 27, 1995 and securing the ILIC Promissory Note and relating to the property commonly known as 3001 Malmo Drive, Arlington Heights, Illinois(16) 10.26 Assignment of Rents, Leases, Income and Profits dated September 27, 1995, executed by the Registrant in favor of ILIC and relating to the ILIC Promissory Note, the ILIC Mortgage and the Arlington Heights facility(16) 10.27 Environmental Risk Agreement dated September 27, 1995, executed by the Registrant in favor of ILIC and relating to the ILIC Promissory Note, the ILIC Mortgage and the Arlington Heights facility(16) 10.28 Credit Agreement dated as of March 31, 1998 among the Registrant, Sunshine, Quantz, JBSI, U.S. Bancorp Ag Credit, Inc. ("USB") as Agent, Keybank National Association ("KNA"), and LNB(20) 10.29 Revolving Credit Note in the principal amount of $35.0 million executed by the Registrant, Sunshine, Quantz and JBSI in favor of USB, dated as of March 31, 1998(20) 10.30 Revolving Credit Note in the principal amount of $15.0 million executed by the Registrant, Sunshine, Quantz and JBSI in favor of KNA, dated as of March 31, 1998(20) 10.31 Revolving Credit Note in the principal amount of $20.0 million executed by the Registrant, Sunshine, Quantz and JBSI in favor of LSB, dated as of March 31, 1998(20) 10.32 The Registrant's 1998 Equity Incentive Plan(22) 10.33 First Amendment to the Registrant's 1998 Equity Incentive Plan(26) 10.34 Second Amendment to Credit Agreement dated May 10, 2000 by and among the Registrant, JBSI, USB as Agent, LNB and SunTrust Bank, N.A. (replacing KNA)(25) 11 Not applicable 15 Not applicable 18 Not applicable 19 Not applicable 22-24 Not applicable 99 Not applicable (1) Incorporated by reference to the Registrant's Registration Statement on Form S-1, Registration No. 33-43353, as filed with the Commission on October 15, 1991 (Commission File No. 0-19681). (2) Incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1991 (Commission File No. 0-19681). (3) Incorporated by reference to the Registrant's Registration Statement on Form S-1 (Amendment No. 3), Registration No. 33-43353, as filed with the Commission on November 25, 1991 (Commission File No. 0-19681). (4) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the second quarter ended June 25, 1992 (Commission File No. 0-19681). (5) Incorporated by reference to the Registrant's Current Report on Form 8-K dated September 29, 1992 (Commission File No. 0-19681). (6) Incorporated by reference to the Registrant's Current Report on Form 8-K dated January 15, 1993 (Commission File No. 0-19681). (7) Incorporated by reference to the Registrant's Registration Statement on Form S-1, Registration No. 33-59366, as filed with the Commission on March 11, 1993 (Commission File No. 0-19681). (8) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the third quarter ended September 30, 1993 (Commission File No. 0-19681). (9) Incorporated by reference to the Registrant's Current Report on Form 8-K dated September 15, 1993 (Commission file No. 0-19681). (10) Incorporated by reference to the Registrant's Current Report and Form 8-K dated June 23, 1994 (Commission File No. 0-19681). (11) Incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1993 (Commission File No. 0-19681). (12) Incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 (Commission File No. 0-19681). (13) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the first quarter ended March 30, 1995 (Commission File No. 0-19681). (14) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the second quarter ended June 29, 1995 (Commission File No. 0-19681). (15) Incorporated by reference to the Registrant's Current Report on Form 8-K dated September 12, 1995 (Commission File No. 0-19681). (16) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the third quarter ended September 28, 1995 (Commission file No. 0-19681). (17) Incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995 (Commission file No. 0-19681). (18) Incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (Commission file No. 0-19681). (19) Incorporated by reference to the Registrant's Current Report on Form 8-K dated May 21, 1997 (Commission file No. 0-19681). (20) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the third quarter ended March 26, 1998 (Commission file No. 0-19681). (21) Incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 25, 1998 (Commission file No. 0-19681). (22) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the first quarter ended September 24, 1998 (Commission file No. 0-19681). (23) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the second quarter ended December 24, 1998 (Commission file No. 0-19681). (24) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the first quarter ended September 23, 1999 (Commission file No. 0-19681). (25) Incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 29, 2000 (Commission file No. 0-19681). (26) 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). 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.