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Item 1A. Risk Factors

2020-10-28 compared with 2020-04-30 · 45 added, 88 removed, 49 unchanged (73% of the section changed)

In addition to the other information set forth in this report on Form 10-Q, you should also consider the factors,

risks and uncertainties which could materially affect our Companys business, financial condition or future results as discussed in Part I, Item 1A Risk Factors of our Annual Report on Form 10-K for the fiscal year ended June 27, 2019.

There were no significant changes to the risk factors identified on the Form 10-K for the fiscal year ended June 27,

2019 during the third quarter of fiscal 2020 except for the addition of the following risk factor.

We and our customers, suppliers and transport

partners face various risks related to epidemics, pandemics and similar outbreaks of infectious diseases, including COVID-19, which may have a material adverse effect on our business, financial condition,

liquidity and results of operations

Since January 2020, the novel coronavirus (COVID-19) outbreak has

caused significant disruptions in both the U.S.

and international economies, including in the geographic areas where our products are manufactured and sold, and the geographic areas from which our supply inputs are obtained.

The potential impacts of

COVID-19 on our business in the future are numerous, uncertain and constantly changing.

While we have seen increases in demand for certain of our products related to consumer pantry stocking, including during

March 2020, these trends may not continue and could reverse.

In addition, we have seen decreases in demand for certain of our other products, and these trends may continue or worsen.

COVID-19 outbreaks, or

similar disease outbreaks in the future, may decrease demand for our products or certain of our products due to stay at home orders or restrictions on public interactions that would limit the ability of consumers and other customers to purchase our

products at retailers or other points of sale.

For example, we have seen significant decreases in foodservice and restaurant demand in March 2020 and into the fourth quarter of our 2020 fiscal year as a result of the

COVID-19 situation and various stay at home orders and temporary closures.

Should such stay at home orders or closures continue and/or consumers choose not to purchase from such food service providers and

restaurants due to safety concerns, our commercial ingredients distribution channel could be (or continue to be) materially and adversely affected.

In addition, should one or more of our significant customers file or be forced into bankruptcy or

reorganization as a result of the COVID-19 situation, we may be unable to collect or fully collect any receivables owed to us and our business, financial condition and results of operations could be materially

and adversely affected.

We could also be materially adversely impacted by any increased or continued customer shift to lower margin products, including private brand products.

While our production facilities are essential businesses and continue to operate, there is no guarantee that

our current production operations (or current or customary production levels) will continue for the remainder of our 2020 fiscal year and beyond.

Our facilities are located in several different states and are subject to different governmental rules

and regulations.

The forced shutdown of any of our facilities (or our voluntary shutdown of our facilities due to unexpected implications of the COVID-19 situation) could result in (among other things) reduced

or no production of our products or our inability to manufacture and package products for our private brand customers or commercial ingredients channel customers, which could have a material adverse effect on our business, liquidity and results of

While we continue to take precautions to ensure that our workforce can safely work from our facilities or remotely, we cannot guarantee that

our workforce or the workforce of our customers, suppliers and transportation providers will not experience disruptions due to COVID-19.

If a significant percentage of our workforce, or the workforce of our

customers, suppliers or transportation providers, is unable to work because of illness or government restrictions related to COVID-19, our ability to manufacture, sell and transport our products could be

materially impacted.

In addition, if we have to incur (or further incur) additional or unexpected costs for the safety and protection of our employees or otherwise, materially increase compensation for certain employee groups, or incur costs related

to work at home technology solutions, facilities cleaning or product transportation, such actions could materially affect our business, financial condition and results of operations.

Although our suppliers are currently providing us with adequate amounts of raw materials and packaging necessary to meet recent increased demand or customary

demand levels, there is no guarantee that such suppliers will continue to do so in the future on the same terms or at all.

We have seen increases in prices for certain of our nut products due to decreased supply as a result of stay at home orders in

certain parts of the world.

If we fail to obtain necessary raw materials and packaging, our business, financial condition and results of operations could be materially and adversely affected.

See Part I, Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital

Resources in this Form 10-Q, and see Part II, Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources

in the Companys Annual Report on Form 10-K for the fiscal year ended June

In addition to the other information set forth in this report on Form 10-Q,

you should also consider the factors, risks and uncertainties which could materially affect our Company’s business, financial condition or future results as discussed in Part I, Item 1A – “Risk Factors” of our Annual Report on Form 10-K

for the fiscal year ended June 25, 2020.

There were no significant changes to the risk factors identified on the Form 10-K

for the fiscal year ended June 25, 2020 during the first quarter of fiscal 2021.

See Part I, Item 2 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” in this Form 10-Q,

and see Part II, Item 7 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” in the Company’s Annual Report on Form 10-K

for the fiscal year ended June 25, 2020.

The exhibits filed herewith are listed in the exhibit index below.

1 unchanged sentence

(Pursuant to Item 601 of Regulation S-K)

Restated Certificate of Incorporation of the Company (incorporated by reference from Exhibit 3.1 to the Form

10-Q for the quarter ended March

Restated Certificate of Incorporation of the Company (incorporated by reference from Exhibit 3.1 to the Form 10-Q

for the quarter ended March 24, 2005)

https://www.sec.gov/Archives/edgar/data/880117/000088011705000010/exhibit3.txt

Amended and Restated Bylaws of the Company (incorporated by reference from Exhibit 3.2 to the Form

10-K for the fiscal year ended June

Amended and Restated Bylaws of the Company (incorporated by reference from Exhibit 3.2 to the Form 10-K

for the fiscal year ended June 25, 2015)

https://www.sec.gov/Archives/edgar/data/880117/000119312515298303/d110976dex32.htm

1998 Equity Incentive Plan (incorporated by reference from Exhibit 10 to the Form 10-Q for the

quarter ended September 24, 1998)

https://www.sec.gov/Archives/edgar/data/880117/0000880117-98-000006.txt

First Amendment to the 1998 Equity Incentive Plan (incorporated by reference from Exhibit 10.35 to the Form

10-Q for the quarter ended December

https://www.sec.gov/Archives/edgar/data/880117/000088011701500003/ex10-35.txt

Amended and Restated John B.

1 unchanged sentence

Split-Dollar Insurance Agreement Number Two among Michael J.

Valentine, as

trustee of the Valentine Life Insurance Trust, Mathias Valentine, Mary Valentine and the Company, dated December 31, 2003 (incorporated by reference from Exhibit 10.35 to the Form 10-Q for the quarter

ended December

Valentine, as trustee of the Valentine Life Insurance Trust, Mathias Valentine, Mary Valentine and the Company, dated December 31, 2003 (incorporated by reference from Exhibit 10.35 to the Form 10-Q

for the quarter ended December 25, 2003)

https://www.sec.gov/Archives/edgar/data/880117/000095013404000734/c82327exv10w35.txt

1 unchanged sentence

Sanfilippo & Son, Inc.

Split-Dollar Insurance Agreement

Number Two among Michael J.

Valentine, as trustee of the Valentine Life Insurance Trust, Mathias Valentine, Mary Valentine and the Company, dated December 31, 2003 (incorporated by reference from Exhibit 10.47 to the Form 10-Q for the quarter ended March

Split-Dollar Insurance Agreement Number Two among Michael J.

Valentine, as trustee of the Valentine Life Insurance Trust, Mathias Valentine, Mary Valentine and the Company, dated December 31, 2003 (incorporated by reference from Exhibit 10.47 to the Form 10-Q

for the quarter ended March 25, 2004)

https://www.sec.gov/Archives/edgar/data/880117/000088011704000018/exhibit1047.txt

2 unchanged sentences

https://www.sec.gov/Archives/edgar/data/880117/000095013707014005/c18246exv10w16.htm

2008 Equity Incentive Plan, as amended (incorporated by reference from Exhibit 10.24 to the Form 10-K

for the fiscal year ended June

https://www.sec.gov/Archives/edgar/data/880117/000119312512375693/d361246dex1024.htm

Form of Indemnification Agreement (incorporated by reference from Exhibit 10.01 to the Form 8-K filed

Form of Indemnification Agreement (incorporated by reference from Exhibit 10.01 to the Form 8-K

filed on May 5, 2009)

https://www.sec.gov/Archives/edgar/data/880117/000095013709003593/c51080exv10w01.htm

2014 Omnibus Incentive Plan (incorporated by reference from Exhibit 4.1 to the Registration Statement on Form

S-8 filed on October

2014 Omnibus Incentive Plan (incorporated by reference from Exhibit 4.1 to the Registration Statement on Form S-8

filed on October 28, 2014)

https://www.sec.gov/Archives/edgar/data/880117/000119312514385024/d810070dex41.htm

Amendment No.

1 to the 2014 Omnibus Incentive Plan (incorporated by reference from Exhibit 10.12 to the Form 10-K for the year ended June

1 to the 2014 Omnibus Incentive Plan (incorporated by reference from Exhibit 10.12 to the Form 10-K

for the year ended June 30, 2016)

https://www.sec.gov/Archives/edgar/data/880117/000119312516689942/d217852dex1012.htm

Form of Non-Employee Director Restricted Stock Unit Award Agreement (non-deferral) under 2014 Omnibus Plan (fiscal 2017, 2018, 2019 and 2020 awards

cycle) (incorporated by reference from Exhibit 10.38 to the Form 10-Q for the quarter ended December

Form of Non-Employee

Director Restricted Stock Unit Award Agreement (non-deferral)

under 2014 Omnibus Plan (fiscal 2017, 2018, 2019 and 2020 awards cycle) (incorporated by reference from Exhibit 10.38 to the Form 10-Q

for the quarter ended December 24, 2015)

https://www.sec.gov/Archives/edgar/data/880117/000119312516441870/d119129dex1038.htm

Form of Non-Employee Director Restricted Stock Unit Award Agreement (deferral) under 2014 Omnibus

Plan (fiscal 2017, 2018, 2019 and 2020 awards cycle) (incorporated by reference from Exhibit 10.39 to the Form 10-Q for the quarter ended December 24, 2015)

Form of Non-Employee

Director Restricted Stock Unit Award Agreement (deferral) under 2014 Omnibus Plan (fiscal 2017, 2018, 2019 and 2020 awards cycle) (incorporated by reference from Exhibit 10.39 to the Form 10-Q

for the quarter ended December 24, 2015)

https://www.sec.gov/Archives/edgar/data/880117/000119312516441870/d119129dex1039.htm

Form of Employee Restricted Stock Unit Award Agreement under 2014 Omnibus Plan (fiscal 2017 awards cycle) (incorporated by reference from Exhibit 10.19 to the Form 10-Q for the

quarter ended December 29, 2016) https://www.sec.gov/Archives/edgar/data/880117/000119312517027474/d323255dex1019.htm

Form of Employee Restricted Stock Unit Award Agreement under 2014 Omnibus Plan (fiscal 2018, 2019 and 2020 awards cycle) (incorporated

by reference from Exhibit 10.20 to the Form 10-Q for the quarter ended December

Form of Employee Restricted Stock Unit Award Agreement under 2014 Omnibus Plan (fiscal 2017 awards cycle) (incorporated by reference from Exhibit 10.19 to the Form 10-Q

for the quarter ended December 29, 2016) https://www.sec.gov/Archives/edgar/data/880117/000119312517027474/d323255dex1019.htm

Form of Employee Restricted Stock Unit Award Agreement under 2014 Omnibus Plan (fiscal 2018, 2019 and 2020 awards cycle) (incorporated by reference from Exhibit 10.20 to the Form 10-Q

for the quarter ended December 28, 2017)

https://www.sec.gov/Archives/edgar/data/880117/000119312518032207/d516665dex1020.htm

Amended and Restated Sanfilippo Value Added Plan, dated August 20, 2015 (incorporated by reference from Exhibit 10.11 to the Form 10-K for the year ended June

Amended and Restated Sanfilippo Value Added Plan, dated August 20, 2015 (incorporated by reference from Exhibit 10.11 to the Form 10-K

for the year ended June 25, 2015)

https://www.sec.gov/Archives/edgar/data/880117/000119312515298303/d110976dex1011.htm

Amended and restated Credit Agreement dated as of March 5, 2020, by and among John B.

Sanfilippo & Son, Inc., Wells Fargo Capital Finance, LLC (f/k/a WFF), as a lender and the administrative agent, and Southwest

Georgia Farm Credit, ACA, as a lender.

(incorporated by reference from Exhibit 10.1 to the Form 8-K filed on March

Sanfilippo & Son, Inc., Wells Fargo Capital Finance, LLC (f/k/a WFF), as a lender and the administrative agent, and Southwest Georgia Farm Credit, ACA, as a lender.

(incorporated by reference from Exhibit 10.1 to the Form 8-K

filed on March 11, 2020)

https://www.sec.gov/Archives/edgar/data/880117/000119312520070312/d767975dex101.htm

Employment agreement, dated as of November 30, 2017, by and between the Company and J.

Brent Meyer (incorporated by reference

from Exhibit 10.36 to the Form 10-Q for the quarter ended December

Brent Meyer (incorporated by reference from Exhibit 10.36 to the Form 10-Q

for the quarter ended December 28, 2017)

https://www.sec.gov/Archives/edgar/data/880117/000119312518032207/d516665dex1036.htm

Separation Agreement, dated as of December 10, 2019, by and between the Company and J.

Brent Meyer (incorporated by reference from

Exhibit 10.29 to the Form 10-Q for the quarter ended December

Brent Meyer (incorporated by reference from Exhibit 10.29 to the Form 10-Q

for the quarter ended December 26, 2019)

https://www.sec.gov/Archives/edgar/data/880117/000119312520019640/d874511dex1029.htm

15 unchanged sentences

XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Indicates a management contract or compensatory plan or arrangement.

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 on April 30, 2020.

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 on October 28, 2020.

SANFILIPPO & SON, INC.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors