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 September 25, 1997 [ ] 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 November 7, 1997, 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. JOHN B. SANFILIPPO & SON, INC. INDEX TO FORM 10-Q PART I. FINANCIAL INFORMATION - ------------------------------ Item 1 -- Consolidated Financial Statements: Consolidated Statements of Operations for the quarters ended September 25, 1997 and September 26, 1996 Consolidated Balance Sheets as of September 25, 1997 and June 26, 1997 Consolidated Statements of Cash Flows for the quarters ended September 25, 1997 and September 26, 1996 Notes to Consolidated Financial Statements Item 2 -- Management's Discussion and Analysis of Financial Condition and Results of Operations PART II. OTHER INFORMATION - --------------------------- Item 2 -- Changes in Securities Item 6 -- Exhibits and Reports on Form 8-K SIGNATURE OMITTED FINANCIAL STATEMENTS None PART I. FINANCIAL INFORMATION ITEM 1 -- FINANCIAL STATEMENTS - ------------------------------ JOHN B. SANFILIPPO & SON, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Dollars in thousands, except earnings per share) For the Quarter Ended -------------------------------- September 25, September 26, 1997 1996 ------------- ------------- Net sales $ 77,256 $ 70,373 Cost of sales 64,452 64,198 ------- ------- Gross profit 12,804 6,175 ------- ------- Selling expenses 6,893 5,945 Administrative expenses 2,491 2,528 ------- ------- 9,384 8,473 ------- ------- Income (loss) from operations 3,420 (2,298) ------- ------- Other income (expense): Interest expense (1,809) (2,073) Interest income 6 5 Rental income 118 93 ------- ------- (1,685) (1,975) ------- ------- Income (loss) before income taxes 1,735 (4,273) Income tax (expense) benefit (720) 1,683 ------- ------- Net income (loss) $ 1,015 $ (2,590) ======= ======= Earnings (loss) per common share $ 0.11 $ (0.28) ======= ======= The accompanying notes are an integral part of these financial statements. JOHN B. SANFILIPPO & SON, INC. CONSOLIDATED BALANCE SHEETS (Dollars in thousands) September 25, June 26, 1997 1997 ------------- -------- (Unaudited) ASSETS - ------ CURRENT ASSETS: Cash $ 719 $ 631 Accounts receivable, net 24,738 25,200 Inventories 83,090 62,988 Deferred income taxes 618 618 Income taxes receivable 2,311 2,830 Prepaid expenses and other current assets 2,594 1,419 ------- ------- TOTAL CURRENT ASSETS 114,070 93,686 ------- ------- PROPERTIES: Buildings 55,231 55,211 Machinery and equipment 66,957 66,019 Furniture and leasehold improvements 4,956 4,956 Vehicles 4,230 4,190 ------- ------- 131,374 130,376 Less: Accumulated depreciation 55,573 53,749 ------- ------- 75,801 76,627 Land 1,892 1,892 ------- ------- 77,693 78,519 ------- ------- OTHER ASSETS: Goodwill and other intangibles 8,434 8,667 Miscellaneous 8,181 6,545 ------- ------- 16,615 15,212 ------- ------- $208,378 $187,417 ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ CURRENT LIABILITIES: Notes payable $ 21,289 $ 19,034 Current maturities 4,785 4,937 Accounts payable 30,338 11,193 Accrued expenses 8,497 8,656 ------- ------- TOTAL CURRENT LIABILITIES 64,909 43,820 ------- ------- LONG-TERM DEBT 67,719 68,862 ------- ------- LONG-TERM DEFERRED INCOME TAXES 1,664 1,664 ------- ------- 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 18,006 16,991 Treasury stock (1,204) (1,204) ------- ------- 74,086 73,071 ------- ------- $208,378 $187,417 ======= ======= 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 Quarter Ended -------------------------------- September 25, September 26, 1997 1996 ------------- ------------- Cash flows from operating activities: Net income (loss) $ 1,015 $ (2,590) Adjustments: Depreciation and amortization 2,158 2,110 Change in current assets and current liabilities: Accounts receivable, net 462 (3,242) Inventories (20,102) 7,111 Prepaid expenses and other current assets (1,175) (344) Accounts payable 19,145 9,951 Accrued expenses (159) 105 Income taxes payable/receivable 519 (1,794) ------- ------- Net cash provided by operating activities 1,863 11,307 ------- ------- Cash flows from investing activities: Acquisition of properties (864) (1,125) Other (1,763) (542) ------- ------- Net cash (used in) investing activities (2,627) (1,667) ------- ------- Cash flows from financing activities: Net borrowings (repayments) on notes payable 2,256 (8,583) Principal payments on long-term debt (1,404) (1,228) ------- ------- Net cash provided by (used in) financing activities 852 (9,811) ------- ------- Net increase (decrease) in cash 88 (171) Cash: Beginning of period 631 276 ------- ------- End of period $ 719 $ 105 ======= ======= Supplemental disclosures: Interest paid $ 2,205 $ 2,482 Taxes paid 201 81 Supplemental disclosure of noncash investing and financing activities: Capital lease obligation incurred 110 -- The accompanying notes are an integral part of these financial statements. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Dollars in thousands) NOTE 1 - INVENTORIES - -------------------- Inventories are stated at the lower of cost (first in, first out) or market. Inventories consist of the following: September 25, June 26, 1997 1997 ------------- -------- Raw material and supplies $ 44,474 $ 29,713 Work-in-process and finished goods 38,616 33,275 ------- ------- $ 83,090 $ 62,988 ======= ======= NOTE 2 - 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 quarters ended September 25, 1997 and September 26, 1996 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 for the quarters ended September 25, 1997 and September 26, 1996 are not materially different from the earnings per share presented. The weighted average number of shares aggregated 9,147,666 for the quarters ended September 25, 1997 and September 26, 1996. NOTE 3 - 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 transition period ended June 26, 1997 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 Transition Report on Form 10-K for the transition period from January 1, 1997 to June 26, 1997. ITEM 2 - ------ MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL - ------- On April 30, 1997 the Company's Board of Directors voted to, upon the approval of its lendors, change the Company's fiscal year from a calendar year end to a fiscal year that ends on the final Thursday of June of each year. A Transition Report on Form 10-K was filed for the transition period from January 1, 1997 to June 26, 1997. This Quarterly Report on Form 10-Q is for the Company's first quarter for the fiscal year ending June 25, 1998. 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 first and fourth quarters of each calendar 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 September 25, 1997, the Company's inventories totalled approximately $83.1 million compared to approximately $63.0 million at June 26, 1997, and approximately $76.1 million at September 26, 1996. The increase in inventories at September 25, 1997 when compared to September 26, 1996 is primarily due to purchasing peanuts, walnuts and almonds earlier in calendar year 1997 than in calendar year 1996. See "Factors That May Affect Future Results -- Availability of Raw Materials and Market Price Fluctuations." RESULTS OF OPERATIONS - --------------------- NET SALES. Net sales increased from approximately $70.4 million for the quarter ended September 26, 1996 to approximately $77.3 million in the first quarter of fiscal 1998, an increase of approximately $6.9 million or 9.8%. The increase in net sales was due primarily to increased unit volume sales to the Company's retail and food service customers. The increase in net sales to retail customers was due primarily to increased unit volume sales to existing and new customers. The increase in net sales to food service customers was due primarily to additional unit volume sales to airline customers. GROSS PROFIT. Gross profit margin increased from 8.8% for the quarter ended September 26, 1996 to 16.6% in the first quarter of fiscal 1998. This increase was due primarily to (i) a $2.6 million write-down of pecan inventory to market value as of September 26, 1996, (ii) declines in the market price for processed pecan meats relative to the cost of pecan inventory throughout the quarter ended September 26, 1996, and (iii) increases in net sales as a percentage of total sales to retail customers, which generally carry higher margins than sales to the Company's other customers. SELLING AND ADMINISTRATIVE EXPENSES. Selling and administrative expenses as a percentage of net sales increased slightly from 12.0% for the quarter ended September 26, 1996 to 12.1% in the first quarter of fiscal 1998. Selling expenses as a percentage of net sales increased from 8.4% for the quarter ended September 26, 1996 to 8.9% in the first quarter of fiscal 1998. This increase was due primarily to higher promotional allowances in the first quarter of fiscal 1998. Administrative expenses as a percentage of net sales decreased from 3.6% for the quarter ended September 26, 1996 to 3.2% in the first quarter of fiscal 1998. This decrease was due primarily to controlling administrative expenses with an increasing revenue base. INCOME FROM OPERATIONS. Due to the factors discussed above, income from operations increased from a loss of approximately $2.3 million, or 3.3% of net sales, for the quarter ended September 26, 1996 to income of approximately $3.4 million, or 4.4% of net sales, in the first quarter of fiscal 1998. INTEREST EXPENSE. Interest expense decreased from approximately $2.1 million for the quarter ended September 26, 1996 to approximately $1.8 million in the first quarter of fiscal 1998. This decrease was due primarily to a lower average level of borrowings during the first quarter of fiscal 1998 compared to the quarter ended September 26, 1996 due to improved operating results and reduced fixed asset expenditures. INCOME TAXES. The Company recorded income tax expense of approximately $0.7 million, or 41.5% of income before income taxes, in the first quarter of fiscal 1998. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- During the first quarter of fiscal 1998, the Company continued to finance its activities through a bank credit facility (the "Bank Credit Facility"), $35.0 million borrowed under a 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 a long-term financing arrangement (the "Additional Long-Term Financing"). Net cash provided by operating activities was approximately $1.9 million in the first quarter of fiscal 1998 compared to approximately $11.3 million for the quarter ended September 26, 1996. The net cash provided by operating activities decreased significantly in the first quarter of fiscal 1998 when compared to the quarter ended September 26, 1996 due primarily to the early harvest of peanuts, walnuts and almonds. The largest component of net cash provided by operating activities in the first quarter of fiscal 1998 was an increase of approximately $19.1 million in accounts payable. This amount was offset by an increase in inventories of approximately $20.1 million. During the first quarter of fiscal 1998, the Company spent approximately $0.9 million in capital expenditures, compared to approximately $1.1 million in the quarter ended September 26, 1996. During the first quarter of fiscal 1998, the Company repaid approximately $1.4 million of long-term debt, compared to approximately $1.2 million in the quarter ended September 26, 1996. The Bank Credit Facility is comprised of (i) a working capital revolving loan which (as described below, depending on the time of year) 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 which matures on June 1, 2002. Borrowings under the working capital revolving loan accrue interest at a rate (the weighted average of which was 6.91% at September 25, 1997) 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 during January through March, to $50.0 million during April through May, to $40.0 million during June through September, and to $50.0 million during October through December. 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 September 25, 1997, there was approximately $26.6 million outstanding under the Long-Term Financing Facility. 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 Bank Credit Facility, the Long-Term Financing Facility and the senior portion of the Additional Long-Term Financing are secured by a first priority perfected security interest in, and lien on, substantially all of the Company's assets. The obligations under the subordinated portion of the Additional Long-Term Financing are secured by a junior security interest in the Company's assets. 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 of the Company's capital expenditures in calendar 1997 to $7.2 million and $10.0 million thereafter, 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 Bank Credit Facility and the Long-Term Financing Facility limit 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 and the Long-Term Financing Facility prohibit the Company from spending more than $1.0 million to redeem shares of capital stock. As of September 25, 1997, the Company had approximately $16.0 million of available credit under the Bank Credit Facility. Approximately $0.9 million were incurred on capital expenditures in the first quarter of 1998. No significant capital expenditures are anticipated for fiscal 1998, The Company is currently negotiating with lendors to replace the Bank Credit Facility which, as noted above, expires on March 27, 1998 (the "Replacement Credit Facility"). The Company believes that cash flow from operating activities and funds available under the Bank Credit Facility and the Replacement Credit Facility will be sufficient to meet working capital requirements and anticipated capital expenditures for the foreseeable future. See "Factors That May Affect Future Results - Growth Initiatives". 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, 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 condition 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 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 Company's inventory and the Company's profitability. For example, during the quarter ended September 26, 1996 the Company was required to record a $2.6 million charge against its earnings to reflect the impact of a lower cost or market adjustment of its pecan inventory. 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. See "General". (B) 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 JBSS, such as Planters Livesavers Company (a subsidiary of RJR Nabisco, Inc.). JBSS 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. (C) SALES TO INDUSTRIAL CUSTOMERS The increase in the Company's processing and shelling capacity created by its facility construction and expansion programs over the past five years 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. (D) 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 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 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, 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. (E) FEDERAL REGULATION OF PEANUT PRICES, QUOTAS AND POUNDAGE ALLOTMENTS 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 are 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 1997 calendar year is 1,236 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 1997 calendar year is $610 per ton. The 1996 Farm Bill extended the federal support and subsidy program for peanuts for seven years. However, there are no assurances that Congress will not change or eliminate the program prior to its scheduled expiration. Changes in the federal peanut program could significantly affect the supply of, and price for, peanuts. While JBSS has successfully operated in a market shaped by the federal peanut program for many years, JBSS believes that it could adapt to a market without federal regulation if that were to become necessary. However, JBSS 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 JBSS'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. 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 inshell peanuts are replaced by a tariff rate quota, initially set at 3,377 tons, which will increase by a 3% compound rate each year until 2001. Shipments within the quota's parameters enter the U.S. duty-free, while imports above-quota parameters from Mexico face tariff rates equivalent to approximately 120% on shelled and 185% on inshell peanuts. The tariffs will be phased- out gradually by 2001. 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 to 5% of domestic consumption by 2001. Import quotas on peanuts have been replaced by high ad valorem tariffs, which must be reduced by 15% annually for each of the next six years. Also under GATT, 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 also will be reduced by 15% annually for each of the next six years. Although NAFTA and GATT 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. The Company does not believe that NAFTA and GATT have had a material impact on the Company's business or will have a material impact on the Company's business in the near term. 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 6 -- EXHIBITS AND REPORTS ON FORM 8-K - ------------------------------------------ (a) Exhibits: The exhibits required by Item 601 of Regulation S-K follow: 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 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 Financing 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(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 First Amendment to the Long-Term Financing Facility dated as of August 31, 1994 by and between Prudential, Sunshine Nut Co., Inc. ("Sunshine") and the Registrant(11) 4.13 Second Amendment to the Long-Term Financing Facility dated as of September 12, 1995 by and among Prudential, Sunshine and the Registrant(16) 4.14 Third Amendment to the Long-Term Financing Facility dated as of February 20, 1996 by and between Prudential, Sunshine and the Registrant (18) 4.15 Second Amendment and Restated Note Agreement dated January 24, 1997 to the Long Term Financing Facility by and among Prudential, Sunshine, and the Registrant (20) 4.16 Amendment to the Second Amended and Restated Note Agreement dated May 21, 1997 by and among Prudential, Sunshine and the Registrant(21) 4.17 $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(13) 4.18 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) 4.19 Note Purchase Agreement dated as of August 30, 1995 between the Registrant and Teachers Insurance and Annuity Association of America ("Teachers")(16) 4.20 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(16) 4.21 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(16) 4.22 Guaranty Agreement dated as of August 30, 1995 by Sunshine in favor of Teachers (Senior Notes)(16) 4.23 Guaranty Agreement dated as of August 30, 1995 by Sunshine in favor of Teachers (Senior Subordinated Notes)(16) 4.24 Amendment, Consent and Waiver, dated as of March 27, 1996, by and among Teachers, Sunshine and the Registrant(18) 4.25 Amendment No. 2 to Note Purchase Agreement dated as of January 24, 1997 by and among Teachers, Sunshine and the Registrant(20) 4.26 Amendment to Note Purchase Agreement dated May 19, 1997 by and among Teachers, Sunshine and the Registrant(21) 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(15) 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(12) 10.4 First Amendment to the Touhy Avenue Lease dated June 1, 1987(12) 10.5 Second Amendment to the Touhy Avenue Lease dated December 14, 1990(12) 10.6 Third Amendment to the Touhy Avenue Lease dated September 1, 1991(17) 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(18) 10.9 Mortgage, Assignment of Rents and Security Agreement made on September 29, 1992 by LaSalle Trust, not personally but as Successor Trustee under Trust Agreement dated February 7, 1979 known as Trust Number 100628 in favor of the Registrant relating to the properties commonly known as 2299 Busse Road and 1717 Arthur Avenue, Elk Grove Village, Illinois(5) 10.10 Industrial Building Lease dated June 1, 1985 between Registrant and LNB, as Trustee under Trust Agreement dated February 7, 1979 and known as Trust No. 100628(1) 10.11 First Amendment to Industrial Lease dated September 29, 1992 by and between the Registrant and LaSalle Trust, not personally but as Successor Trustee under Trust Agreement dated February 7, 1979 and known as Trust Number 100628(5) 10.12 Second Amendment to Industrial Building Lease dated March 3, 1995, by and between the Registrant and LaSalle Trust, not personally but as Successor Trustee under Trust Agreement dated February 7, 1979 and known as Trust Number 100628(13) 10.13 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(13) 10.14 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(13) 10.15 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) 10.16 Tax Indemnification Agreement between Registrant and certain Stockholders of Registrant prior to its initial public offering(2) 10.17 Indemnification Agreement between Registrant and certain Stockholders of Registrant prior to its initial public offering(2) 10.18 The Registrant's 1991 Stock Option Plan(1) 10.19 First Amendment to the Registrant's 1991 Stock Option Plan(4) 10.20 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) 10.21 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) 10.22 Certain documents relating to Reverse Split-Dollar Insurance Agreement between Sunshine and John Charles Taylor dated November 24, 1987(13) 10.23 Outsource Agreement between the Registrant and Preferred Products, Inc. dated January 19, 1995 [CONFIDENTIAL TREATMENT REQUESTED](13) 10.24 Letter Agreement between the Registrant and Preferred Products, Inc., dated February 24, 1995, amending the Outsource Agreement dated January 19, 1994 [CONFIDENTIAL TREATMENT REQUESTED](13) 10.25 The Registrant's 1995 Equity Incentive Plan(14) 10.26 Promissory Note (the "ILIC Promissory Note") in the original principal amount of $2.5 million, dated September 27, 1995 and executed by the Registrant in favor of Indianapolis Life Insurance Company ("ILIC")(17) 10.27 First Mortgage and Security Agreement (the "ILIC" Mortgage") by and between the Registrant, as mortgagor, and ILIC, as mortgagee, dated September 27, 1995, and securing the ILIC Promissory Note and relating to the property commonly known as 3001 Malmo Drive, Arlington Heights, Illinois (17) 10.28 Assignment of Rents, Leases, Income and Profits dated September 27, 1995, executed by the Registrant in favor of ILIC and relating to the ILIC Promissory Note, the ILIC Mortgage and the Arlington Heights facility(17) 10.29 Environmental Risk Agreement dated September 27, 1995, executed by the Registrant in favor of ILIC and relating to the ILIC Promissory Note, the ILIC Mortgage and the Arlington Heights facility(17) 10.30 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(18) 10.31 Reimbursement Agreement between the Registrant and BAI, dated as of March 27, 1996(18) 10.32 Guaranty Agreement dated as March 27, 1996 by Sunshine in favor of BAI as agent on behalf of NCB, NTC and BAI(18) 10.33 Amendment No. 1 and Waiver to Credit Agreement dated as of August 1, 1996 by and among the Registrant, BAI, NCB and NTC(19) 10.34 Amendment No. 2 and Waiver to Credit Agreement dated as of October 30, 1996 by and among the Registrant, BAI, NCB and NTC(19) 10.35 Amendment No. 3 to Credit Agreement dated as of January 24, 1997 by and among the Registrant, BAI, NCB, and NTC(20) 10.36 Amendment No. 5 to Credit Agreement dated as of June 2, 1997 by and among the Registrant, BAI, NCB, and NTC(21) 10.37 Employment Agreement by and between Sunshine and John C. Taylor dated June 17, 1992(20) 10.38 Employment Agreement by and between Sunshine and Steven G. Taylor dated June 17, 1992(20) 11 None 15 None 17 None 18 None 24-26 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 Current Report and Form 8-K dated June 23, 1994 (Commission File No. 0-19681). (11) 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). (12) 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). (13) 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). (14) 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). (15) 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). (16) Incorporated by reference to the Registrant's Current Report on Form 8-K dated September 12, 1995 (Commission File No. 0-19681). (17) 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). (18) 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). (19) Incorporated by reference to the Registrant's Current Report on Form 8-K dated January 24, 1997 (Commission file No. 0-19681). (20) Incorporated by reference to the Registrant's Annual Report Form 10-K for the fiscal year ended December 31, 1996 (Commission file No. 0-19681) (21) Incorporated by reference to the Registrant's Current Report on Form 8-K dated May 21, 1997 (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. (b) Reports on Form 8-K: There were no Current Reports on Form 8- K filed during the quarter ended September 25, 1997. 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: November 7, 1997 By: /s/Gary P. Jensen ------------------ Gary P. Jensen Executive Vice President, Finance and Chief Financial Officer