Item 5. Market for Registrant’s Common Equity
Item 5 — Market for Registrant’s Common Equity and Related Stockholder Matters
We have two classes of stock: Class A Stock and Common Stock. The holders of Common Stock are entitled to elect 25% of the total members of the Board of Directors, rounded up to the nearest whole number, and the holders of Class A Stock are entitled to elect the remaining directors. With respect to matters other than the election of directors or any matters for which class voting is required by law, the holders of Common Stock are entitled to one vote per share while the holders of Class A Stock are entitled to ten votes per share. Our Class A Stock is not registered under the Securities Act of 1933 and there is no established public trading market for the Class A Stock. However, each share of Class A Stock is convertible at the option of the holder at any time and from time to time (and, upon the occurrence of certain events specified in our Restated Certificate of Incorporation, automatically converts) into one share of Common Stock.
Our Common Stock is quoted on the NASDAQ Global Select Market and our trading symbol is “JBSS”.
The graph below compares our cumulative five-year total stockholder return on our Common Stock with the cumulative total returns of the Russell 2000 Consumer Staples Index and the Russell 2000 Index. The graph tracks the performance of a $100 investment in our Common Stock, in each index (with the reinvestment of all dividends) from June 30, 2017 to June 30, 2022.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among John B. Sanfilippo & Son, Inc., the Russell 2000 Index,
and the Russell 2000 Consumer Staples Index
*
$100 invested on June 30, 2017 in stock or index, including reinvestment of dividends.
Indexes calculated on month-end
basis.
The information contained in the preceding performance graph shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent that we specifically incorporate it by reference in such filing.
As of August 24, 2022 there were 47 holders and 16 holders of record of our Common Stock and Class A Stock, respectively.
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Under our Restated Certificate of Incorporation, the Class A Stock and the Common Stock are entitled to share equally on a share for share basis in any dividends declared by the Board of Directors on our common equity. Our current financing agreements, as amended and restated on March 5, 2020, allow us to make up to four cash dividends or distributions of our stock in any fiscal year in an amount not to exceed $75 million in the aggregate per fiscal year. See Part II, Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Financing Arrangements.”
In January 2017, our Board of Directors adopted a dividend policy under which it intends to pay a regular annual cash dividend on our Common Stock and Class A Stock. The Board of Directors contemplated that the regular annual dividend would be declared around the conclusion of the Company’s fiscal year and paid in the first quarter of each fiscal year. We have paid or declared an annual dividend each year since 2017.
The Board of Directors will review the dividend policy regularly and any future annual or special dividends (whether such are paid and, if so, the amount and timing of payment) will be at the discretion of the Board of Directors, after taking into account a variety of factors, including cash flows, borrowing availability under our Credit Facility, and earnings and financial position of the Company. There can be no assurance that dividends will be declared or paid in the future. Pursuant to our Restated Certificate of Incorporation, any dividends paid on our Common Stock must be equivalent to the dividends paid on our Class A Stock.
The frequency and amount of cash dividends declared for each class of common stock for the two most recently completed fiscal years and dividends declared as of the date of this Report are as follows:
•
On July 9, 2020 our Board of Directors declared an annual and special cash dividend of $0.65 and $1.85, respectively, that was paid to holders of Common Stock and Class A Stock on August 21, 2020.
•
On January 27, 2021 our Board of Directors declared a special cash dividend of $2.50 that was paid to holders of Common Stock and Class A Stock on March 16, 2021.
•
On July 8, 2021 our Board of Directors declared an annual and special cash dividend of $0.70 and $2.30, respectively, that was paid to holders of Common Stock and Class A Stock on August 25, 2021.
•
Subsequent to the end of fiscal 2022, the Board of Directors declared an annual and special cash dividend of $0.75 and $1.50, respectively, that will be paid to holders of our Common Stock and Class A Stock on August 31, 2022.
For purposes of the calculation of the aggregate market value of our voting stock held by non-affiliates
as set forth on the cover page of this Report, we did not consider any of the siblings or spouses of Jasper B. Sanfilippo, Sr. or Mathias A. Valentine, or any of the lineal descendants of either Jasper B. Sanfilippo, Sr., Mathias A. Valentine or such siblings (other than those who are our executive officers, directors or those in the foregoing who have expressly formed a group within the meaning of Section 13(d)(3) of the Exchange Act) as an affiliate. See “Review of Related Party Transactions” and “Security Ownership of Certain Beneficial Owners and Management” contained in our Proxy Statement for the 2022 Annual Meeting and “Relationships Among Certain Directors and Executive Officers” appearing immediately before Part II of this Report.
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Securities Authorized under Equity Compensation Plans
The following table sets forth information as of June 30, 2022, with respect to equity securities authorized for issuance pursuant to equity compensation plans previously approved by our stockholders and equity compensation plans not previously approved by our stockholders.
Equity Compensation Plan Information
Plan Category
(a) Number of
securities to be
issued upon
exercise of options,
warrants and rights
(b) Weighted
average
exercise price
of outstanding
options,
warrants and
rights
(c) Number of
securities remaining
available for future
issuance under equity
compensation plans
(excluding securities
reflected in Column
(a)
Equity compensation plans approved by stockholders — stock options
—
—
593,034
Equity compensation plans approved by stockholders — restricted stock units
142,239
—
593,034
Equity compensation plans not approved by stockholders
—
—
—
Item 6 — Selected Financial Data
The following historical consolidated financial data as of and for the years ended June 30, 2022, June 24, 2021, June 25, 2020, June 27, 2019 and June 28, 2018 was derived from our consolidated financial statements. The financial data should be read in conjunction with our audited consolidated financial statements and notes thereto, which are included elsewhere herein, and with Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. The information below is not necessarily indicative of the results of future operations.
Consolidated Statement of Comprehensive Income Data:
(dollars in thousands, except per share data)
Year Ended
June 30,
2022
June 24,
2021
June 25,
2020
June 27,
2019
June 28,
2018
Net sales
$
955,868
$
858,482
$
880,092
$
876,201
$
888,931
Cost of sales
756,241
673,495
704,317
717,931
750,032
Gross profit
199,627
184,987
175,775
158,270
138,899
Selling and administrative expenses
112,190
99,809
97,228
99,746
82,710
Income from operations
87,437
85,178
78,547
58,524
56,189
Interest expense
1,921
1,441
2,005
3,060
3,463
Rental and miscellaneous expense, net
1,347
1,399
1,565
1,089
1,406
Pension expense (excluding service costs)
2,473
2,519
2,266
1,947
1,970
Income before income taxes
81,696
79,819
72,711
52,428
49,350
Income tax expense
19,909
20,078
18,601
12,962
16,850
Net income
$
61,787
$
59,741
$
54,110
$
39,466
$
32,500
Basic earnings per common share
$
5.36
$
5.19
$
4.72
$
3.45
$
2.86
Diluted earnings per common share
$
5.33
$
5.17
$
4.69
$
3.43
$
2.84
Cash dividends declared per share
$
3.00
$
5.00
$
6.00
$
2.55
$
2.50
Consolidated Balance Sheet Data:
(dollars in thousands)
June 30,
2022
June 24,
2021
June 25,
2020
June 27,
2019
June 28,
2018
Working capital
$
160,402
$
124,963
$
126,703
$
141,434
$
130,689
Total assets
447,262
398,455
407,457
391,304
415,853
Long-term debt, less current maturities
7,774
10,855
14,730
20,381
27,356
Total debt
51,362
23,383
47,023
27,719
65,803
Stockholders’ equity
278,821
242,494
238,238
254,555
243,002
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