-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EAzfdvtZvSlE1DJe36b2ecJbUQWo4LxSjxQ+iD/5y2k9Z9hYjs1nURNfH7JRUSa6 UcGkRHREQk1HjKWn/HHxvQ== 0000880117-04-000040.txt : 20040823 0000880117-04-000040.hdr.sgml : 20040823 20040823163202 ACCESSION NUMBER: 0000880117-04-000040 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040819 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040823 DATE AS OF CHANGE: 20040823 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SANFILIPPO JOHN B & SON INC CENTRAL INDEX KEY: 0000880117 STANDARD INDUSTRIAL CLASSIFICATION: SUGAR & CONFECTIONERY PRODUCTS [2060] IRS NUMBER: 362419677 STATE OF INCORPORATION: DE FISCAL YEAR END: 0624 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19681 FILM NUMBER: 04992197 BUSINESS ADDRESS: STREET 1: 2299 BUSSE RD CITY: ELK GROVE VILLAGE STATE: IL ZIP: 60007-6057 BUSINESS PHONE: 8475932300 MAIL ADDRESS: STREET 1: 2299 BUSSE RD CITY: ELK GROVE VILLAGE STATE: IL ZIP: 60007-6057 8-K 1 a8k081904.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) August 19, 2004 --------------- JOHN B. SANFILIPPO & SON, INC. - --------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 0-19681 36-2419677 - --------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 2299 Busse Road, Elk Grove Village, Illinois 60007 - --------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code 847-593-2300 ------------ - --------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) John B. Sanfilippo & Son, Inc. (the "Registrant") submits the following information: ITEM 2.02. Results of Operations and Financial Condition - ------------------------------------------------------ On August 19, 2004, the Registrant issued a press release regarding its financial results for the fourth quarter and fiscal year ended June 24, 2004. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. To supplement the Registrant's financial information presented in accordance with generally accepted accounting principles (GAAP), management occasionally uses additional measures to enhance understanding of the Registrant's financial performance. The press release, filed herein, contains the non-GAAP financial measure of "cash flow after capital expenditures". This measure provides useful information to investors as an indicator of the Company's cash generating capabilities. The following is a reconciliation of cash flow after capital expenditures (amounts in millions): Cash provided by operating activities $22.2 Less: Capital expenditures 10.7 ----- Cash flow after capital expenditures $11.5 ===== ITEM 9.01. Financial Statements and Exhibits - --------------------------------------------------------------------------- (c) Exhibits The exhibits filed herewith are listed in the Exhibit Index which follows the signature page of this Current Report on Form 8-K. SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. JOHN B. SANFILIPPO & SON, INC. Date: August 23, 2004 By: /s/ Michael J. Valentine ---------------------------- Michael J. Valentine Executive Vice President Finance, Chief Financial Officer and Corporate Secretary EXHIBIT INDEX ------------- Exhibit Number Description - ------- ----------- 99.1 Press Release dated August 19, 2004 EX-99 2 ex99081904.txt EXHIBIT 99.1 ============ JOHN B. SANFILIPPO & SON, INC. NEWS RELEASE COMPANY CONTACT: Michael J. Valentine Executive Vice President Finance and Chief Financial Officer (847) 871-6509 FOR IMMEDIATE RELEASE THURSDAY, AUGUST 19, 2004 JOHN B. SANFILIPPO ANNOUNCES RECORD NET SALES AND NET INCOME FOR FISCAL 2004 Fiscal 2004 Net Income Increases 51% over the Prior Year's Record Net Income Fiscal 2004 Net Sales Increase 24% over the Prior Year Elk Grove Village, IL, August 19, 2004 -- John B. Sanfilippo & Son, Inc. (Nasdaq: JBSS) today announced operating results for its fiscal 2004 fourth quarter and year ended June 24, 2004. Net income for the current fourth quarter was approximately $3.5 million and was relatively unchanged when compared to net income for the fourth quarter of fiscal 2003. Diluted earnings per share for the current quarter decreased to $.33 from $.37 for the fourth quarter of fiscal 2003. The decrease in diluted earnings per share was attributable to an increase in share count from the Company's public offering of 1.15 million common shares, which was completed at the beginning of the current quarter. The current quarter earnings included prepayment penalties of approximately $1.0 million resulting from the early extinguishment of long-term debt. Additionally, after reviewing estimates of unpaid claims provided to the Company by its workers' compensation insurance carrier during the fourth quarter, the Company increased its workers' compensation insurance reserve. The prepayment penalties and the increase in the workers' compensation reserve combined to reduce the diluted quarterly earnings per share by approximately $0.11. Fiscal 2004 net income increased by approximately 51% to approximately $22.6 million, or $2.32 per share diluted, from approximately $15.0 million, or $1.61 per share diluted, for fiscal 2003. The prepayment penalties and the increase in the workers' compensation reserve combined to reduce the diluted year end earnings per share by approximately $0.12. Net sales for the fiscal 2004 fourth quarter increased by approximately 25% to approximately $124.5 million from approximately $99.3 million in the fiscal 2003 fourth quarter. Net sales for fiscal 2004 increased by more than $101 million to approximately $520.8 million from net sales of approximately $419.7 for fiscal 2003. The addition of new customers, increased sales at existing customers and higher selling prices effectuated the increase in net sales in both the fourth quarter and the fiscal year. Net sales for both the current quarter and the current fiscal year increased significantly in all of the Company's distribution channels and across all nut types. Unit volume, as measured in pounds sold, increased by 7% for the fourth quarter of fiscal 2004 versus the prior year's fourth quarter and by 13% for fiscal 2004 versus the prior fiscal year. Gross profit margin declined from 17.2% of net sales for the fourth quarter of fiscal 2003 to 15.3% of net sales for the current quarter due to significantly higher commodity costs in all of the nuts that the Company processes and the increase in the workers' compensation reserve discussed above. As a percentage of net sales, the 1.9% decline in the fourth quarter comparison of gross margins was substantially lower than the 3.5% decline in the third quarter comparison of gross margins due to selling price increases that became effective in the current fourth quarter. The gross profit margin for fiscal 2004 increased to 17.6% of net sales from 17.4% of net sales for fiscal 2003. As a percentage of net sales, increases in gross margin realized in the first half of fiscal 2004, which resulted from higher unit volume and lower peanut costs, were mostly offset by declines in gross margin in the second half of fiscal 2004 due to significantly higher commodity costs. Selling and administrative expenses, as a percentage of net sales, fell to 9.5% in the fourth quarter of fiscal 2004 from 10.3% in the fiscal 2003 fourth quarter. For fiscal 2004, selling and administrative expenses, as a percentage of net sales, fell to 9.8% from 10.5% in fiscal 2003. The decreases in total selling and administrative expenses, as a percentage of net sales, for both the quarter and the fiscal year were primarily the result of increased sales while certain selling and administrative expenses remained relatively fixed. Operating income for the fourth quarter of fiscal 2004 increased to approximately $7.2 million from approximately $6.9 million for the fourth quarter of the prior year. Operating income for fiscal 2004 rose 42% to approximately $41.1 million from approximately $28.8 million for fiscal 2003. Interest expense in the fourth quarter of fiscal 2004 was approximately $0.6 million in comparison to approximately $1.2 million in the fourth quarter of 2003. For the entire fiscal year, interest expense declined from $4.7 million to $3.4 million. The decrease in interest expense occurred because the Company used the proceeds generated from its public equity offering, which was completed early in the current quarter, to pay down most of its long-term and short-term debt. Additionally, the Company generated approximately $11.5 million of cash flow after capital expenditures during the current fiscal year which was used to pay down short-term debt. Total debt at the end of fiscal 2004 declined to $19.2 million from $70.1 million in total debt at the end of fiscal 2003. The Company is currently studying a succession plan for the retirement of the Chief Executive Officer and President which may include consulting arrangements and other post-employment compensation arrangements. It did not implement a retirement plan for those officers in the fourth quarter. "For the fifth consecutive year, the Company has reported record earnings," stated Jasper B. Sanfilippo, Chairman of the Board and Chief Executive Officer. "This year's earnings performance was fueled by remarkable increases in sales across all of the Company's distribution channels and nut types. Increasing consumer awareness of the health benefits of eating nuts, the addition of new customers and higher average selling prices led to this impressive growth," Mr. Sanfilippo emphasized. "Nut markets have risen dramatically in recent months, and we expect them to continue to rise in the near future as world-wide nut consumption continues to increase. These increases in the costs of our raw materials have had a negative impact on our gross margins in the latter half of fiscal 2004," Mr. Sanfilippo explained. We have successfully implemented price increases in the spring and also earlier this month in all distribution channels except our industrial channel where sales are typically made pursuant to twelve-month fixed-price contracts. Those contracts will expire throughout the fall of this calendar year. The combination of the expiration of our industrial sales contracts and the implementation of the August price increases should serve to stabilize our gross margins in the first half of fiscal 2005, barring any further material increases in nut costs," cautioned Mr. Sanfilippo. "Though we have seen our workers' compensation costs increase recently as a result of our growth, we have responded to this trend by aggressively focusing on work place safety. This increased focus on safety, which started at the end of fiscal 2003, is beginning to deliver positive results as the number of work place accidents in the first half of calendar 2004 has declined by approximately 16% versus the same period last year, while the number of employees has increased," Mr. Sanfilippo added. "The remarkable sales and earnings growth in fiscal 2004 is the product of hard work on the part of our employees and the commitment to invest in our business to meet the needs of our customers. Though the second half of the fiscal year has been challenging from a commodity standpoint, our sales growth did deliver higher gross profit dollars in the fourth quarter, and our being vertically integrated in the major domestic nuts provided us with the means to confront this challenge," concluded Mr. Sanfilippo. The statement of Jasper B. Sanfilippo in this release is forward- looking. This forward-looking statement is based on the Company's current expectations and involves risks and uncertainties. Consequently, the Company's actual results could differ materially. Among the factors that could cause results to differ materially from current expectations are: (i) sales activity for the Company's products; (ii) changes in the availability and costs of raw materials for the production of the Company's products; (iii) fluctuations in the value of the Company's inventories of pecans, walnuts, almonds, peanuts or other nuts due to fluctuations in the market prices of these nuts; (iv) the Company's ability to lessen the negative impact of competitive pressures by reducing its selling prices and increasing sales volume while at the same time maintaining profit margins by reducing costs; (v) the outcome of a pending governmental antitrust investigation of a portion of the peanut shelling industry; and (vi) the timing and occurrence (or nonoccurrence) of other transactions and events which may be subject to circumstances beyond the Company's control. John B. Sanfilippo & Son, Inc. is a processor, packager, marketer and distributor of shelled and in-shell nuts and extruded snacks that are sold under a variety of private labels and under the Company's Fisher, Evon's, Snack 'N Serve Nut BowlTM, Sunshine Country, Flavor Tree and Texas Pride brand names. The Company also markets and distributes a diverse product line of other food and snack items.
JOHN B. SANFILIPPO & SON, INC. ------------------------------ CONSOLIDATED STATEMENTS OF OPERATIONS ------------------------------------- (Dollars in thousands, except earnings per share) For the Quarter Ended For the Year Ended --------------------- ------------------------- (Unaudited) June 24, June 26, June 24, June 26, 2004 2003 2004 2003 ------------ ------------ ----------- ------------ Net sales $124,496 $99,292 $520,811 $419,677 Cost of sales 105,463 82,232 428,967 346,755 --------- --------- --------- --------- Gross profit 19,033 17,060 91,844 72,922 --------- --------- --------- --------- Selling expenses 8,892 7,878 37,288 33,500 Administrative expenses 2,945 2,306 13,492 10,593 --------- --------- --------- --------- 11,837 10,184 50,780 44,093 --------- --------- --------- --------- Income from operations 7,196 6,876 41,064 28,829 --------- --------- --------- --------- Other income (expense): Interest expense (631) (1,207) (3,434) (4,681) Debt extinguishment fees (972) -- (972) -- Rental income and miscellaneous 84 122 440 486 --------- --------- --------- --------- (1,519) (1,085) (3,966) (4,195) --------- --------- --------- --------- Income before income taxes 5,677 5,791 37,098 24,634 Income tax expense 2,214 2,258 14,468 9,607 --------- --------- --------- --------- Net income $3,463 $3,533 $22,630 $15,027 ========= ========= ========= ========== Basic earnings per share $0.33 $0.38 $2.35 $1.63 ========= ========= ========= ========= Diluted earnings per share $0.33 $0.37 $2.32 $1.61 ========= ========= ========= ========= Weighted average shares outstanding -- basic 10,507,454 9,306,324 9,648,456 9,198,957 ========== ========= ========= ========= -- diluted 10,611,640 9,481,839 9,758,769 9,332,889 ========== ========= ========= =========
JOHN B. SANFILIPPO & SON, INC. ------------------------------ CONSOLIDATED BALANCE SHEETS --------------------------- (Dollars in thousands) June 24, June 26, 2004 2003 ------------ --------- ASSETS CURRENT ASSETS: Cash $2,085 $2,448 Accounts receivable, net 33,735 29,142 Inventories 127,459 112,016 Deferred income taxes 1,301 1,257 Income taxes receivable 943 469 Prepaid expenses and other current assets 2,103 2,192 --------- -------- 167,626 147,524 PROPERTIES, NET 69,154 67,117 OTHER ASSETS 8,339 9,086 --------- --------- $245,119 $223,727 ========= ========= June 24, June 26, 2004 2003 ------------ --------- LIABILITIES & STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Notes payable $5,269 $29,702 Current maturities of long-term debt 1,277 10,776 Accounts payable 16,388 13,658 Bank overdraft 7,926 5,507 Accrued expenses 13,912 12,699 --------- --------- 44,772 72,342 --------- --------- LONG-TERM DEBT 12,620 29,640 LONG-TERM DEFERRED INCOME TAXES 6,367 2,964 --------- --------- 18,987 32,604 --------- --------- STOCKHOLDERS' EQUITY: Class A common stock 26 37 Common stock 81 58 Capital in excess of par value 98,848 58,911 Retained earnings 83,609 60,979 Treasury stock (1,204) (1,204) --------- --------- 181,360 118,781 --------- --------- $245,119 $223,727 ========= ========= -----END PRIVACY-ENHANCED MESSAGE-----