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 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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1703 N. RANDALL ROAD |
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Elgin, Illinois |
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60123-7820 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (847) 289-1800 |
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Common Stock, $.01 par value per share |
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JBSS |
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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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 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. ☐
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.
EXHIBIT INDEX
Exhibits |
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Description |
99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
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JOHN B. SANFILIPPO & SON, INC. |
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Date: |
May 1, 2024 |
By: |
/s/ Frank S. Pellegrino |
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Frank S. Pellegrino |
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 Company’s Fisher®, Orchard Valley Harvest®, Squirrel Brand®, Southern Style Nuts®, and Just the Cheese ® 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 Company’s current expectations or beliefs concerning future events and involve risks and uncertainties. Consequently, the Company’s 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 Company’s 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 Company’s nut inventories due to fluctuations in the market prices of nuts and bulk inventory estimation adjustments, respectively; (v) the Company’s 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 Company’s products or in nuts or nut products in general, or are harmed as a result of using the Company’s 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 Company’s 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 Company’s 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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