0000880117
false
SANFILIPPO JOHN B & SON INC
0000880117
2024-05-01
2024-05-01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 01, 2024 (
May 01, 2024
)
JOHN B. SANFILIPPO & SON, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware 0-19681 36-2419677
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
1703 N. RANDALL ROAD
Elgin 60123-7820
,
Illinois
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code:
(847)
289-1800
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Name of each exchange on which registered
Symbol(s)
Common Stock, $.01 par value per share JBSS The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 ((s)/230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ((s)/240.12b-2
of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a)
of the Exchange Act.
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Item 8.01 Other Events.
On May 1, 2024, John B. Sanfilippo & Son, Inc. (the "Company") issued a press
release announcing that its Board of Directors declared a special cash
dividend (the "Special Dividend") of $1.00 per share on all issued and
outstanding shares of Common Stock of the Company and $1.00 per share on all
issued and outstanding shares of Class A Common Stock of the Company. The
Special Dividend will be paid on June 20, 2024 to stockholders of record as of
the close of business on May 31, 2024. A copy of the press release is attached
hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The exhibits furnished herewith are listed in the Exhibit Index of this
Current Report on Form 8-K.
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EXHIBIT INDEX
Exhibits Description
99.1 Press Release dated May 1, 2024.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
JOHN B. SANFILIPPO & SON, INC.
Date: May 1, 2024 By: /s/ Frank S. Pellegrino
Frank S. Pellegrino
Chief Financial Officer, Executive Vice President, Finance and Administration
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Exhibit 99.1
JOHN B. SANFILIPPO & SON, INC. DECLARES $1.00 PER SHARE SPECIAL DIVIDEND
Elgin, IL, May 1, 2024 John B. Sanfilippo & Son, Inc. (NASDAQ: JBSS)
(the Company) today announced that its Board of Directors (the Board) declared
a special cash dividend (the Special Dividend) of $1.00 per share on all
issued and outstanding shares of Common Stock of the Company and $1.00 per
share on all issued and outstanding shares of Class A Common Stock of the
Company. The Special Dividend will return approximately $11.7 million to JBSS
stockholders.
The Special Dividend will be paid on June 20, 2024, to stockholders of record
as of the close of business on May 31, 2024.
We are pleased to announce the $1.00 per share Special Dividend, stated
Jeffrey T. Sanfilippo, Chairman and Chief Executive Officer. Our financial
performance over the last several quarters of fiscal 2024 has provided us the
opportunity to declare the Special Dividend to be paid in the fourth quarter
of fiscal 2024. These dividends, like our previous dividends, further
reinforce our goal of creating long-term stockholder value through the
responsible use of cash. Furthermore, these dividends would not be possible
without the hard work and dedication of all our employees, Mr. Sanfilippo
concluded.
ABOUT THE COMPANY
Based in Elgin, Illinois, John B. Sanfilippo & Son, Inc. is a processor,
packager, marketer and distributor of nut and dried fruit-based products,
snack bars, and dried cheese snacks that are sold under a variety of private
brands and under the Companys
Fisher(R), Orchard Valley Harvest(R),
Squirrel Brand(R)
,
Southern Style Nuts(R),
and
Just the Cheese (R)
brand names.
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Forward Looking Statements
Some of the statements in this release are forward-looking. These
forward-looking statements may be generally identified by the use of
forward-looking words and phrases such as will, intends, may, believes,
anticipates, should and expects and are based on the Companys current
expectations or beliefs concerning future events and involve risks and
uncertainties. Consequently, the Companys actual results could differ
materially. The Company undertakes no obligation to update publicly or
otherwise revise any forward-looking statements, whether as a result of new
information, future events or other factors that affect the subject of these
statements, except where expressly required to do so by law. Among the factors
that could cause results to differ materially from current expectations are:
(i) sales activity for the Companys products, such as a decline in sales to
one or more key customers, or to customers or in the nut category generally,
in some or all channels, a change in product mix to lower price products, a
decline in sales of private brand products or changing consumer preferences,
including a shift from higher margin products to lower margin products; (ii)
changes in the availability and costs of raw materials and ingredients and the
impact of fixed price commitments with customers; (iii) the ability to pass on
price increases to customers if commodity costs rise and the potential for a
negative impact on demand for, and sales of, our products from price
increases; (iv) the ability to measure and estimate bulk inventory,
fluctuations in the value and quantity of the Companys nut inventories due to
fluctuations in the market prices of nuts and bulk inventory estimation
adjustments, respectively; (v) the Companys ability to appropriately respond
to, or lessen the negative impact of, competitive and pricing pressures; (vi)
losses associated with product recalls, product contamination, food labeling
or other food safety issues, or the potential for lost sales or product
liability if customers lose confidence in the safety of the Companys products
or in nuts or nut products in general, or are harmed as a result of using the
Companys products; (vii) the ability of the Company to control costs
(including inflationary costs) and manage shortages in areas such as inputs,
transportation and labor; (viii) uncertainty in economic conditions, including
the potential for inflation or economic downturn leading to decreased consumer
demand; (ix) the timing and occurrence (or nonoccurrence) of other
transactions and events which may be subject to circumstances beyond the
Companys control; (x) the adverse effect of labor unrest or disputes,
litigation and/or legal settlements, including potential unfavorable outcomes
exceeding any amounts accrued; (xi) losses due to significant disruptions at
any of our production or processing facilities or employee unavailability due
to labor shortages; (xii) the ability to implement our Long-Range Plan,
including growing our branded and private brand product sales, diversifying
our product offerings (including by the launch of new products) and expanding
into alternative sales channels; (xiii) technology disruptions or failures or
the occurrence of cybersecurity incidents or breaches; (xiv) the inability to
protect the Companys brand value, intellectual property or avoid intellectual
property disputes; (xv) our ability to manage the impacts of changing weather
patterns on raw material availability due to climate change; and (xvi) our
ability to operate and integrate the acquired snack bar related assets of
TreeHouse and realize efficiencies and synergies from such acquisition.
Contacts:
Company: Investor Relations:
Frank S. Pellegrino John Beisler or Steven Hooser
Chief Financial Officer Three Part Advisors, LLC
847-214-4138 817-310-8776
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