##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the quarterly period ended December 27, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 Commission File Number 0-19681
 JOHN B. SANFILIPPO & SON, INC.
 (Exact Name of Registrant as Specified in Its Charter)
 Delaware
    
    36-2419677(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)1703 North Randall RoadElgin, Illinois
    
    60123-7820(Address of principal executive offices)
    
    (Zip code)
  
 (Registrants telephone number,
 including area code)
 o þ
  o o o þ
  o þ




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##### 



JOHN B. SANFILIPPO & SON, INC.
FORM 10-Q
FOR THE QUARTER ENDED DECEMBER 27, 2007
  
 INDEX
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial StatementsConsolidated Statements of Operations for the quarters and twenty-six weeks ended
December 27, 2007 and December 28, 2006
    
    
    3Consolidated Balance Sheets as of December 27, 2007, June 28, 2007 and December 28, 2006
    
    
    4Consolidated Statements of Cash Flows for the twenty-six weeks ended December 27, 2007
and December 28, 2006
    
    
    6Notes to Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    20Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    33Item 4. Controls and Procedures
    
    
    34PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    35Item 1A. Risk Factors
    
    
    35Item 3. Defaults Upon Senior Securities
    
    
    35Item 4. Submission of Matters to a Vote of Security Holders
    
    
    36Item 6. Exhibits
    
    
    36SIGNATURE
    
    
    37Certification of Jeffrey T. Sanfilippo Pursant to Section 302Certification of Michael J. Valentine Pursuant to Section 302Certification of Jeffrey T. Sanfilippo Pursant to Section 906Certification of Michael J. Valentine Pursuant to Section 906
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##### Table of Contents



PART IFINANCIAL INFORMATION
 
 Item 1. Financial Statements
 JOHN B. SANFILIPPO & SON, INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
   For the Quarter Ended
    
    
    For the Twenty-six Weeks EndedDecember 28,
    
    
    
    
    
    
    December 28,December 27,
    
    
    2006
    
    
    December 27,

    
    
    20062007
    
    
    (As revised)
    
    
    2007
    
    
    (As revised)Net sales
    
    $
    176,990
    
    
    $
    177,654
    
    
    $
    309,798
    
    
    $
    311,447Cost of sales
    
    
    153,653
    
    
    
    158,326
    
    
    
    274,661
    
    
    
    286,154Gross profit
    
    
    23,337
    
    
    
    19,328
    
    
    
    35,137
    
    
    
    25,293Operating expenses:Selling expenses
    
    
    10,273
    
    
    
    11,253
    
    
    
    18,497
    
    
    
    22,071Administrative expenses
    
    
    4,995
    
    
    
    4,128
    
    
    
    9,666
    
    
    
    7,961Restructuring expenses
    
    
    1,403
    
    
    
    
    
    
    
    1,403
    
    
    
    Gain related to real estate sales
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,047
    )Total operating expenses
    
    
    16,671
    
    
    
    15,381
    
    
    
    29,566
    
    
    
    26,985Income (loss) from operations
    
    
    6,666
    
    
    
    3,947
    
    
    
    5,571
    
    
    
    (1,692
    )Other expense:Interest expense ($277, $334, $556
and $334 to related parties)
    
    
    (2,647
    )
    
    
    (1,784
    )
    
    
    (5,377
    )
    
    
    (3,454
    )Rental and miscellaneous income
(expense), net
    
    
    67
    
    
    
    (37
    )
    
    
    52
    
    
    
    (96
    )Total other expense, net
    
    
    (2,580
    )
    
    
    (1,821
    )
    
    
    (5,325
    )
    
    
    (3,550
    )Income (loss) before income taxes
    
    
    4,086
    
    
    
    2,126
    
    
    
    246
    
    
    
    (5,242
    )Income tax expense (benefit)
    
    
    569
    
    
    
    768
    
    
    
    118
    
    
    
    (1,932
    )Net income (loss)
    
    $
    3,517
    
    
    $
    1,358
    
    
    $
    128
    
    
    $
    (3,310
    )Other comprehensive income, net of tax:Adjustment for prior service cost and
actuarial gain amortization related to
retirement plan
    
    
    97
    
    
    
    
    
    
    
    194
    
    
    
    Net comprehensive income (loss)
    
    $
    3,614
    
    
    $
    1,358
    
    
    $
    322
    
    
    $
    (3,310
    )Basic and diluted earnings (loss) per
common share
    
    $
    0.33
    
    
    $
    0.13
    
    
    $
    0.01
    
    
    $
    (0.31
    )
 The accompanying notes are an integral part of these consolidated financial statements.
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JOHN B. SANFILIPPO & SON, INC.
 
 CONSOLIDATED BALANCE SHEETS
   June 28,
    
    
    December 28,December 27,
    
    
    2007
    
    
    20062007
    
    
    (As revised)
    
    
    (As revised)ASSETSCURRENT ASSETS:Cash
    
    $
    20,127
    
    
    $
    2,359
    
    
    $
    4,498Accounts receivable, less allowances of $6,082,
$3,159 and $6,530
    
    
    44,578
    
    
    
    36,544
    
    
    
    43,627Inventories
    
    
    146,649
    
    
    
    134,159
    
    
    
    165,784Income taxes receivable
    
    
    90
    
    
    
    6,531
    
    
    
    8,690Deferred income taxes
    
    
    2,000
    
    
    
    2,140
    
    
    
    3,022Prepaid expenses and other current assets
    
    
    1,736
    
    
    
    1,150
    
    
    
    1,631Asset held for sale
    
    
    5,569
    
    
    
    5,569
    
    
    
    5,569TOTAL CURRENT ASSETS
    
    
    220,749
    
    
    
    188,452
    
    
    
    232,821PROPERTY, PLANT AND EQUIPMENT:Land
    
    
    9,463
    
    
    
    9,463
    
    
    
    9,463Buildings
    
    
    98,923
    
    
    
    97,113
    
    
    
    76,358Machinery and equipment
    
    
    146,361
    
    
    
    140,730
    
    
    
    129,195Furniture and leasehold improvements
    
    
    6,239
    
    
    
    6,191
    
    
    
    5,439Vehicles
    
    
    1,372
    
    
    
    2,880
    
    
    
    2,880Construction in progress
    
    
    5,260
    
    
    
    4,487
    
    
    
    31,272267,618
    
    
    
    260,864
    
    
    
    254,607Less: Accumulated depreciation
    
    
    122,070
    
    
    
    117,639
    
    
    
    112,241145,548
    
    
    
    143,225
    
    
    
    142,366Rental investment property, less accumulated
depreciation of $2,211, $1,761 and $1,320
    
    
    27,920
    
    
    
    28,370
    
    
    
    27,573TOTAL PROPERTY, PLANT AND EQUIPMENT
    
    
    173,468
    
    
    
    171,595
    
    
    
    169,939Intangible asset  minimum retirement plan liability
    
    
    
    
    
    
    
    
    
    
    6,197Cash surrender value of officers life insurance
and other assets
    
    
    6,827
    
    
    
    6,141
    
    
    
    6,361Development agreement
    
    
    
    
    
    
    
    
    
    
    1,237Brand name, less accumulated amortization of
$6,712, $6,498 and $6,285
    
    
    1,208
    
    
    
    1,422
    
    
    
    1,635TOTAL ASSETS
    
    $
    402,252
    
    
    $
    367,610
    
    
    $
    418,190
 The accompanying notes are an integral part of these consolidated financial statements.
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JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED BALANCE SHEETS
 June 28,
    
    
    December 28,December 27,
    
    
    2007
    
    
    20062007
    
    
    (As revised)
    
    
    (As revised)LIABILITIES & STOCKHOLDERS EQUITYCURRENT LIABILITIES:Revolving credit facility borrowings
    
    $
    65,283
    
    
    $
    73,281
    
    
    $
    56,755Current maturities of long-term debt,
including related party debt of $208, $200
and $192
    
    
    16,848
    
    
    
    54,970
    
    
    
    58,535Accounts payable, including related party
payables of $276, $361 and $676
    
    
    60,614
    
    
    
    21,264
    
    
    
    60,408Book overdraft
    
    
    7,898
    
    
    
    5,015
    
    
    
    11,700Accrued payroll and related benefits
    
    
    7,492
    
    
    
    6,018
    
    
    
    6,060Accrued workers compensation
    
    
    6,481
    
    
    
    6,686
    
    
    
    6,082Accrued restructuring
    
    
    1,403
    
    
    
    
    
    
    
    Other accrued expenses
    
    
    6,568
    
    
    
    5,418
    
    
    
    5,845TOTAL CURRENT LIABILITIES
    
    
    172,587
    
    
    
    172,652
    
    
    
    205,385LONG-TERM LIABILITIES:Long-term debt, less current maturities,
including related party debt of $13,754,
$13,860 and $13,962
    
    
    54,257
    
    
    
    19,783
    
    
    
    20,368Retirement plan
    
    
    8,962
    
    
    
    9,060
    
    
    
    8,318Deferred income taxes
    
    
    2,541
    
    
    
    2,606
    
    
    
    6,667Other
    
    
    
    
    
    
    179
    
    
    
    404TOTAL LONG-TERM LIABILITIES
    
    
    65,760
    
    
    
    31,628
    
    
    
    35,757COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITY:Class A Common Stock, convertible to
Common Stock on a per share basis,
cumulative voting rights of ten votes per
share, $.01 par value; 10,000,000 shares
authorized, 2,597,426 shares issued and
outstanding
    
    
    26
    
    
    
    26
    
    
    
    26Common Stock, non-cumulative voting rights
of one vote per share, $.01 par value;
17,000,000 shares authorized, 8,134,599,
8,123,349 and 8,115,849 shares issued and
outstanding
    
    
    81
    
    
    
    81
    
    
    
    81Capital in excess of par value
    
    
    100,588
    
    
    
    100,335
    
    
    
    100,068Retained earnings
    
    
    68,277
    
    
    
    68,149
    
    
    
    78,077Accumulated other comprehensive loss
    
    
    (3,863
    )
    
    
    (4,057
    )
    
    
    Treasury stock, at cost; 117,900 shares of
Common Stock
    
    
    (1,204
    )
    
    
    (1,204
    )
    
    
    (1,204
    )TOTAL STOCKHOLDERS EQUITY
    
    
    163,905
    
    
    
    163,330
    
    
    
    177,048TOTAL LIABILITIES & STOCKHOLDERS EQUITY
    
    $
    402,252
    
    
    $
    367,610
    
    
    $
    418,190
 The accompanying notes are an integral part of these consolidated financial statements.
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JOHN B. SANFILIPPO & SON, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
   For the Twenty-six Weeks EndedDecember 28,December 27,
    
    
    20062007
    
    
    (As revised)CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)
    
    $
    128
    
    
    $
    (3,310
    )Depreciation and amortization
    
    
    8,035
    
    
    
    6,678Gain on disposition of properties
    
    
    (74
    )
    
    
    (3,048
    )Deferred income tax expense
    
    
    75
    
    
    
    244Stock-based compensation expense
    
    
    175
    
    
    
    212Change in current assets and current liabilities:Accounts receivable, net
    
    
    (8,034
    )
    
    
    (8,146
    )Inventories
    
    
    (12,490
    )
    
    
    (1,394
    )Prepaid expenses and other current assets
    
    
    (586
    )
    
    
    617Accounts payable
    
    
    39,350
    
    
    
    35,598Accrued expenses
    
    
    3,822
    
    
    
    (279
    )Income taxes receivable
    
    
    6,441
    
    
    
    (2,263
    )Other operating assets
    
    
    (1,502
    )
    
    
    (1,894
    )Net cash provided by operating activities
    
    
    35,340
    
    
    
    23,015CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property, plant and equipment
    
    
    (8,582
    )
    
    
    (28,611
    )Proceeds from disposition of properties
    
    
    98
    
    
    
    17,453Cash surrender value of officers life insurance
    
    
    (196
    )
    
    
    (276
    )Net cash used in investing activities
    
    
    (8,680
    )
    
    
    (11,434
    )CASH FLOWS FROM FINANCING ACTIVITIESBorrowings under revolving credit facility
    
    
    18,814
    
    
    
    74,257Repayments of revolving credit borrowings
    
    
    (26,812
    )
    
    
    (81,843
    )Principal payments on long-term debt
    
    
    (3,855
    )
    
    
    (9,919
    )Financing obligation with related parties
    
    
    
    
    
    
    14,300Increase (decrease) in book overdraft
    
    
    2,883
    
    
    
    (2,601
    )Issuance of Common Stock under option plans
    
    
    72
    
    
    
    30Minority interest distribution
    
    
    
    
    
    
    (3,545
    )Tax benefit of stock options exercised
    
    
    6
    
    
    
    6Net cash used in financing activities
    
    
    (8,892
    )
    
    
    (9,315
    )NET INCREASE IN CASH
    
    
    17,768
    
    
    
    2,266Cash, beginning of period
    
    
    2,359
    
    
    
    2,232Cash, end of period
    
    $
    20,127
    
    
    $
    4,498SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:Capital lease obligations incurred
    
    
    207
    
    
    
    1,108
 The accompanying notes are an integral part of these consolidated financial statements.
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JOHN B. SANFILIPPO & SON, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   Note 1  Managements Plans to Continue as a Going Concern
    
    
    $6.0 million increase in unfavorable labor and efficiency variances over the first
twenty-six weeks of fiscal 2007, which was primarily related to the shut down and start up
costs for production lines that were moved from the existing facilities and installed in
the new Elgin facility;
    
    $2.4 million in estimated redundant manufacturing expenses as production activities
occurred at the existing Chicago area facilities while the manufacturing spending in the
new Elgin facility reflected increased production levels;
    
    $2.0 million in external contractor charges that were related to the acceleration of the
equipment move from the existing Chicago area facilities to the new Elgin facility;
    
    $1.2 million in restructuring charges related to the discontinuance of the Companys
store-door distribution system, $0.3 million in inventory write-downs related to the
discontinuance of low volume sales items and $0.2 million in restructuring charges related
to the exit of a leased facility before termination date at a facility no longer utilized
by the Company; and
    
    $0.9 million in consulting fees related to the Companys profitability enhancement
initiative, the implementation of a new sales analysis system and the design and
implementation of a Sanfilippo Value Added Plan, which will reward plan participants in
connection with year-over-year improvement in the Companys after-tax net operating
financial performance in excess of the Companys annual cost of capital.
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Note 2  Basis of Presentation
  8




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Note 3  Accounts Receivable
 Note 4  Inventories
 December 27,
    
    
    June 28,
    
    
    December 28,2007
    
    
    2007
    
    
    2006Raw material and supplies
    
    $
    82,460
    
    
    $
    57,348
    
    
    $
    83,875Work-in-process and finished goods
    
    
    64,189
    
    
    
    76,811
    
    
    
    81,909Inventories
    
    $
    146,649
    
    
    $
    134,159
    
    
    $
    165,784
 Note 5  Income Taxes
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Note 6  Earnings Per Common Share
  For the Twenty-six WeeksFor the Quarter Ended
    
    EndedDecember 27,
    
    December 28,
    
    December 27,
    
    December 28,2007
    
    2006
    
    2007
    
    2006Weighted average shares
outstanding  basic
    
    
    10,609,798
    
    
    
    10,591,955
    
    
    
    10,606,419
    
    
    
    10,591,790Effect of dilutive securities:Stock options
    
    
    23,988
    
    
    
    47,361
    
    
    
    29,396
    
    
    
    Weighted average shares
outstanding  diluted
    
    
    10,633,786
    
    
    
    10,639,316
    
    
    
    10,635,815
    
    
    
    10,591,790
  Note 7  Stock-Based Compensation
  WeightedAverageWeighted
    
    
    Remaining
    
    
    AggregateAverage
    
    
    Contractual
    
    
    Intrinsic ValueOptions
    
    Shares
    
    
    Exercise Price
    
    
    Term
    
    
    (in thousands)Outstanding at June 28, 2007
    
    
    353,690
    
    
    $
    12.99Activity:Granted
    
    
    150,000
    
    
    
    7.97Exercised
    
    
    (11,250
    )
    
    
    6.40Forfeited
    
    
    (17,000
    )
    
    
    15.99Outstanding at December 27, 2007
    
    
    475,440
    
    
    $
    11.46
    
    
    
    6.93
    
    
    $
    119Exercisable at December 27, 2007
    
    
    238,690
    
    
    $
    12.71
    
    
    
    5.10
    
    
    $
    119
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Twenty-six Weeks EndedDecember 27,
    
    December 28,2007
    
    2006Weighted average expected stock-price volatility
    
    
    54.29
    %
    
    
    54.00
    %Average risk-free rate
    
    
    3.71
    %
    
    
    4.57
    %Average dividend yield
    
    
    0.00
    %
    
    
    0.00
    %Weighted average expected option life (in years)
    
    
    6.25
    
    
    
    5.78Forfeiture percentage
    
    
    5.00
    %
    
    
    5.00
    %
 Note 8  Retirement Plan
  For the Quarter Ended
    
    
    For the Twenty-six Weeks EndedDecember 27,
    
    
    December 28,
    
    
    December 27,
    
    
    December 28,2007
    
    
    2006
    
    
    2007
    
    
    2006Service cost
    
    $
    34
    
    
    $
    66
    
    
    $
    69
    
    
    $
    131Interest cost
    
    
    144
    
    
    
    163
    
    
    
    288
    
    
    
    326Amortization of prior service cost
    
    
    239
    
    
    
    239
    
    
    
    478
    
    
    
    479Amortization of gain
    
    
    (90
    )
    
    
    (76
    )
    
    
    (180
    )
    
    
    (153
    )Net periodic benefit cost
    
    $
    327
    
    
    $
    392
    
    
    $
    655
    
    
    $
    783
 Note 9  Distribution Channel and Product Type Sales Mix
   For the Quarter Ended
    
    
    For the Twenty-six Weeks EndedDecember 27,
    
    
    December 28,
    
    
    December 27,
    
    
    December 28,Distribution Channel
    
    2007
    
    
    2006
    
    
    2007
    
    
    2006Consumer
    
    $
    104,686
    
    
    $
    102,922
    
    
    $
    172,896
    
    
    $
    166,984Industrial
    
    
    26,250
    
    
    
    31,293
    
    
    
    54,727
    
    
    
    62,646Food Service
    
    
    17,317
    
    
    
    15,193
    
    
    
    34,807
    
    
    
    30,878Contract Packaging
    
    
    11,450
    
    
    
    11,730
    
    
    
    22,459
    
    
    
    22,877Export
    
    
    17,287
    
    
    
    16,516
    
    
    
    24,909
    
    
    
    28,062Total
    
    $
    176,990
    
    
    $
    177,654
    
    
    $
    309,798
    
    
    $
    311,447
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For the Quarter Ended
    
    For the Twenty-six Weeks EndedDecember 27,
    
    December 28,
    
    December 27,
    
    December 28,Product Type
    
    2007
    
    2006
    
    2007
    
    2006Peanuts
    
    
    16.4
    %
    
    
    16.4
    %
    
    
    18.2
    %
    
    
    18.3
    %Pecans
    
    
    27.5
    
    
    
    29.0
    
    
    
    25.5
    
    
    
    26.2Cashews & Mixed Nuts
    
    
    21.2
    
    
    
    20.4
    
    
    
    21.1
    
    
    
    21.3Walnuts
    
    
    16.4
    
    
    
    15.2
    
    
    
    15.0
    
    
    
    14.0Almonds
    
    
    9.4
    
    
    
    10.3
    
    
    
    10.8
    
    
    
    11.9Other
    
    
    9.1
    
    
    
    8.7
    
    
    
    9.4
    
    
    
    8.3Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
 Note 10  Comprehensive Income
  Note 11  Credit Facilities
    12




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Note 12  Interest Cost
  For the Quarter Ended
    
    
    For the Twenty-six Weeks EndedDecember 27,
    
    
    December 28,
    
    
    December 27,
    
    
    December 28,2007
    
    
    2006
    
    
    2007
    
    
    2006Gross interest cost
    
    $
    2,647
    
    
    $
    2,254
    
    
    $
    5,377
    
    
    $
    4,494Capitalized interest
    
    
    
    
    
    
    (470
    )
    
    
    
    
    
    
    (1,040
    )Interest expense
    
    $
    2,647
    
    
    $
    1,784
    
    
    $
    5,377
    
    
    $
    3,454
 13




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##### Table of Contents



Note 13  Restructuring and Related Charges
  Sales Profitability Review
  Elimination of Store-Door Delivery System
  Facility Consolidation Project
   Actual
    
    
    EstimatedQuarter Ended
    
    
    Quarter EndingDecember 27,
    
    
    March 27,2007
    
    
    2008Restructuring:Multiemployer pension withdrawal
    
    $
    1,200
    
    
    $Severance
    
    
    30
    
    
    
    400Lease termination
    
    
    173
    
    
    
    183Total
    
    $
    1,403
    
    
    $
    583
 14




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##### Table of Contents



December 27,Category
    
    2007Severance
    
    
    30Multiemployer pension withdrawal
    
    
    1,200Lease termination
    
    
    173Total
    
    $
    1,403
  Note 14  Revision of Prior Year Annual and Interim Financial Statements
 Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements
 Materiality
  Statement of Operations  Quarter Ended September 28, 2006
 (As reported)
    
    (As revised)Cost of sales
    
    $
    128,070
    
    
    $
    127,828Gross profit
    
    
    5,723
    
    
    
    5,965(Loss) from operations
    
    
    (5,881
    )
    
    
    (5,639
    )(Loss) before income taxes
    
    
    (7,610
    )
    
    
    (7,368
    )Income tax (benefit)
    
    
    (2,789
    )
    
    
    (2,700
    )Net (loss)
    
    
    (4,821
    )
    
    
    (4,668
    )Basic and diluted (loss)
per common share
    
    $
    (0.46
    )
    
    $
    (0.44
    )
 15




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##### Table of Contents



Statement of Operations  Quarter and Twenty-six Weeks Ended December 28, 2006
 Quarter
    
    Twenty-six Weeks(As reported)
    
    (As revised)
    
    (As reported)
    
    (As revised)Cost of sales
    
    $
    158,516
    
    
    $
    158,326
    
    
    
    286,586
    
    
    
    286,154Gross profit
    
    
    19,138
    
    
    
    19,328
    
    
    
    24,861
    
    
    
    25,293Income (loss) from operations
    
    
    3,757
    
    
    
    3,947
    
    
    
    (2,124
    )
    
    
    (1,692
    )Income (loss) before income taxes
    
    
    1,936
    
    
    
    2,126
    
    
    
    (5,674
    )
    
    
    (5,242
    )Income tax expense (benefit)
    
    
    700
    
    
    
    768
    
    
    
    (2,089
    )
    
    
    (1,932
    )Net income (loss)
    
    
    1,236
    
    
    
    1,358
    
    
    $
    (3,585
    )
    
    $
    (3,310
    )Basic and diluted income (loss)
per common share
    
    $
    0.12
    
    
    $
    0.13
    
    
    $
    (0.34
    )
    
    $
    (0.31
    )
 Statement of Operations  Quarter and Thirty-nine Weeks Ended March 29, 2007
 Quarter
    
    Thirty-nine Weeks(As reported)
    
    (As revised)
    
    (As reported)
    
    (As revised)Cost of sales
    
    $
    101,043
    
    
    $
    100,954
    
    
    
    387,629
    
    
    
    387,108Gross profit
    
    
    5,966
    
    
    
    6,055
    
    
    
    30,827
    
    
    
    31,348(Loss) from operations
    
    
    (6,121
    )
    
    
    (6,032
    )
    
    
    (8,245
    )
    
    
    (7,724
    )(Loss) before income taxes
    
    
    (9,512
    )
    
    
    (9,423
    )
    
    
    (15,186
    )
    
    
    (14,665
    )Income tax (benefit)
    
    
    (3,330
    )
    
    
    (3,299
    )
    
    
    (5,419
    )
    
    
    (5,231
    )Net (loss)
    
    
    (6,182
    )
    
    
    (6,124
    )
    
    $
    (9,767
    )
    
    $
    (9,434
    )Basic and diluted (loss)
per common share
    
    $
    (0.58
    )
    
    $
    (0.58
    )
    
    $
    (0.92
    )
    
    $
    (0.89
    )
 Statement of Operations  Year Ended June 28, 2007
 (As reported)
    
    (As revised)Cost of sales
    
    $
    500,247
    
    
    $
    499,569Gross profit
    
    
    41,131
    
    
    
    41,809(Loss) from operations
    
    
    (11,279
    )
    
    
    (10,601
    )(Loss) before income taxes
    
    
    (21,255
    )
    
    
    (20,577
    )Income tax (benefit)
    
    
    (7,579
    )
    
    
    (7,339
    )Net (loss)
    
    
    (13,676
    )
    
    
    (13,238
    )Basic and diluted (loss)
per common share
    
    $
    (1.29
    )
    
    $
    (1.25
    )
 Statement of Operations  Quarter Ended September 27, 2007
 (As reported)
    
    (As revised)Cost of sales
    
    $
    121,164
    
    
    $
    121,008Gross profit
    
    
    11,644
    
    
    
    11,800(Loss) from operations
    
    
    (1,251
    )
    
    
    (1,095
    )(Loss) before income taxes
    
    
    (3,996
    )
    
    
    (3,840
    )Net (loss)
    
    
    (3,545
    )
    
    
    (3,389
    )Net comprehensive (loss)
    
    
    (3,448
    )
    
    
    (3,292
    )Basic and diluted (loss)
per common share
    
    $
    (0.33
    )
    
    $
    (0.31
    )
 16




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##### Table of Contents



Balance Sheet  September 28, 2006
 (As reported)
    
    (As revised)Income taxes receivable
    
    $
    9,136
    
    
    $
    9,047Total current assets
    
    
    200,256
    
    
    
    200,167Total assets
    
    
    382,161
    
    
    
    382,072Other accrued expenses
    
    
    7,190
    
    
    
    6,948Total current liabilities
    
    
    171,534
    
    
    
    171,292Retained earnings
    
    
    76,566
    
    
    
    76,719Total stockholders equity
    
    
    175,406
    
    
    
    175,559Total liabilities and stockholders equity
    
    $
    382,161
    
    
    $
    382,072
 Balance Sheet  December 28, 2006
 (As reported)
    
    (As revised)Income taxes receivable
    
    $
    8,847
    
    
    $
    8,690Total current assets
    
    
    232,978
    
    
    
    232,821Total assets
    
    
    418,347
    
    
    
    418,190Other accrued expenses
    
    
    6,277
    
    
    
    5,845Total current liabilities
    
    
    205,817
    
    
    
    205,385Retained earnings
    
    
    77,802
    
    
    
    78,077Total stockholders equity
    
    
    176,773
    
    
    
    177,048Total liabilities and stockholders equity
    
    $
    418,347
    
    
    $
    418,190
 Balance Sheet  March 29, 2007
 (As reported)
    
    (As revised)Income taxes receivable
    
    $
    4,891
    
    
    $
    4,703Total current assets
    
    
    217,899
    
    
    
    217,711Total assets
    
    
    404,415
    
    
    
    404,227Other accrued expenses
    
    
    6,826
    
    
    
    6,305Total current liabilities
    
    
    198,977
    
    
    
    198,456Retained earnings
    
    
    71,620
    
    
    
    71,953Total stockholders equity
    
    
    170,742
    
    
    
    171,075Total liabilities and stockholders equity
    
    $
    404,415
    
    
    $
    404,227
 Balance Sheet  June 28, 2007
 (As reported)
    
    (As revised)Income taxes receivable
    
    $
    6,771
    
    
    $
    6,531Total current assets
    
    
    188,692
    
    
    
    188,452Total assets
    
    
    367,850
    
    
    
    367,610Other accrued expenses
    
    
    6,096
    
    
    
    5,418Total current liabilities
    
    
    173,330
    
    
    
    172,652Retained earnings
    
    
    67,711
    
    
    
    68,149Total stockholders equity
    
    
    162,892
    
    
    
    163,330Total liabilities and stockholders equity
    
    $
    367,850
    
    
    $
    367,610
 17




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Balance Sheet  September 27, 2007
 (As reported)
    
    (As revised)Income taxes receivable
    
    $
    7,028
    
    
    $
    6,788Total current assets
    
    
    189,563
    
    
    
    189,323Total assets
    
    
    368,936
    
    
    
    368,696Other accrued expenses
    
    
    8,542
    
    
    
    7,708Total current liabilities
    
    
    178,694
    
    
    
    177,860Retained earnings
    
    
    64,166
    
    
    
    64,760Total stockholders equity
    
    
    159,597
    
    
    
    160,191Total liabilities and stockholders equity
    
    $
    368,936
    
    
    $
    368,696Statement of Cash Flows  Quarter Ended September 28, 2006(As reported)
    
    (As revised)Net loss
    
    $
    (4,821
    )
    
    $
    (4,668
    )Change in current assets and liabilities:Accrued expenses
    
    
    132
    
    
    
    (110
    )Income taxes receivable
    
    
    (2,709
    )
    
    
    (2,620
    )Statement of Cash Flows  Twenty-six Weeks Ended December 28, 2006(As reported)
    
    (As revised)Net loss
    
    $
    (3,585
    )
    
    $
    (3,310
    )Change in current assets and liabilities:Accrued expenses
    
    
    153
    
    
    
    (279
    )Income taxes receivable
    
    
    (2,420
    )
    
    
    (2,263
    )Statement of Cash Flows  Thirty-nine-six Weeks Ended March 29, 2007(As reported)
    
    (As revised)Net loss
    
    $
    (9,767
    )
    
    $
    (9,434
    )Change in current assets and liabilities:Accrued expenses
    
    
    (70
    )
    
    
    (591
    )Income taxes receivable
    
    
    1,536
    
    
    
    1,724Statement of Cash Flows  Year Ended June 28, 2007(As reported)
    
    (As revised)Net loss
    
    $
    (13,676
    )
    
    $
    (13,238
    )Change in current assets and liabilities:Accrued expenses
    
    
    534
    
    
    
    (144
    )Income taxes receivable
    
    
    (344
    )
    
    
    (104
    )Statement of Cash Flows  Quarter Ended September 27, 2007(As reported)
    
    (As revised)Net loss
    
    $
    (3,545
    )
    
    $
    (3,389
    )Change in current assets and liabilities:Accrued expenses
    
    
    1,860
    
    
    
    1,704
 18




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Note 15  Commitments and Contingencies
  Note 16  Recent Accounting Pronouncements
    19




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  INTRODUCTION
     
    
    $6.0 million increase in unfavorable labor and efficiency variances over the first
twenty-six weeks of fiscal 2007, which was primarily related to the shut down and start up
costs for production lines that were moved from the existing facilities and installed in
the new Elgin facility;
 20




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##### Table of Contents




    
    $2.4 million in estimated redundant manufacturing expenses as production activities
occurred at the existing Chicago area facilities while the manufacturing spending in the
new Elgin facility reflected increased production levels;
    
    $2.0 million in external contractor charges that were related to the acceleration of the
equipment move from the existing Chicago area facilities to the new Elgin facility;
    
    $1.2 million in restructuring charges related to the discontinuance of the Companys
store-door distribution system, $0.3 million in inventory write-downs related to the
discontinuance of low volume sales items and $0.2 million in restructuring charges related
to the exit of a leased facility before termination date at a facility no longer utilized
by the Company; and
    
    $0.9 million in consulting fees related to the Companys profitability enhancement
initiative, the implementation of a new sales analysis system and the design and
implementation of a Sanfilippo Value Added Plan, which will reward plan participants in
connection with year-over-year improvement in the Companys after-tax net operating
financial performance in excess of the Companys annual cost of capital.
      21




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22




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23




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RESULTS OF OPERATIONS
 Net Sales
      For the Quarter Ended
    
    
    For the Twenty-six Weeks EndedDecember 27,
    
    
    December 28,
    
    
    December 27,
    
    
    December 28,Distribution Channel
    
    2007
    
    
    2006
    
    
    2007
    
    
    2006Consumer
    
    $
    104,686
    
    
    $
    102,922
    
    
    $
    172,896
    
    
    $
    166,984Industrial
    
    
    26,250
    
    
    
    31,293
    
    
    
    54,727
    
    
    
    62,646Food Service
    
    
    17,317
    
    
    
    15,193
    
    
    
    34,807
    
    
    
    30,878Contract Packaging
    
    
    11,450
    
    
    
    11,730
    
    
    
    22,459
    
    
    
    22,877Export
    
    
    17,287
    
    
    
    16,516
    
    
    
    24,909
    
    
    
    28,062Total
    
    $
    176,990
    
    
    $
    177,654
    
    
    $
    309,798
    
    
    $
    311,447
 24




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##### Table of Contents



For the Quarter Ended
    
    For the Twenty-six Weeks EndedDecember 27,
    
    December 28,
    
    December 27,
    
    December 28,Product Type
    
    2007
    
    2006
    
    2007
    
    2006Peanuts
    
    
    16.4
    %
    
    
    16.4
    %
    
    
    18.2
    %
    
    
    18.3
    %Pecans
    
    
    27.5
    
    
    
    29.0
    
    
    
    25.5
    
    
    
    26.2Cashews & Mixed Nuts
    
    
    21.2
    
    
    
    20.4
    
    
    
    21.1
    
    
    
    21.3Walnuts
    
    
    16.4
    
    
    
    15.2
    
    
    
    15.0
    
    
    
    14.0Almonds
    
    
    9.4
    
    
    
    10.3
    
    
    
    10.8
    
    
    
    11.9Other
    
    
    9.1
    
    
    
    8.7
    
    
    
    9.4
    
    
    
    8.3Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
      25




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##### Table of Contents



Gross Profit
   Operating Expenses
  Income (Loss) from Operations
  Interest Expense
  26




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##### Table of Contents



Rental and Miscellaneous Income (Expense), Net
  Income Tax Expense (Benefit)
  Net Income (Loss)
  LIQUIDITY AND CAPITAL RESOURCES
 General
    Plans To Continue as a Going Concern
  27




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##### Table of Contents




    
    $6.0 million increase in unfavorable labor and efficiency variances over the first
twenty-six weeks of fiscal 2007, which was primarily related to the shut down and start up
costs for production lines that were moved from the existing facilities and installed in
the new Elgin facility;
    
    $2.4 million in estimated redundant manufacturing expenses as production activities
occurred at the existing Chicago area facilities while the manufacturing spending in the
new Elgin facility reflected increased production levels;
    
    $2.0 million in external contractor charges that were related to the acceleration of the
equipment move from the existing Chicago area facilities to the new Elgin facility;
    
    $1.2 million in restructuring charges related to the discontinuance of the Companys
store-door distribution system, $0.3 million in inventory write-downs related to the
discontinuance of low volume sales items and $0.2 million in restructuring charges related
to the exit of a leased facility before termination date at a facility no longer utilized
by the Company; and
    
    $0.9 million in consulting fees related to the Companys profitability enhancement
initiative, the implementation of a new sales analysis system and the design and
implementation of a Sanfilippo Value Added Plan, which will reward plan participants in
connection with year-over-year improvement in the Companys after-tax net operating
financial performance in excess of the Companys annual cost of capital.
   28




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Financing Arrangements
   29




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30




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##### Table of Contents



31




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##### Table of Contents



Capital Expenditures
  Recent Accounting Pronouncements
    FORWARD LOOKING STATEMENTS
  32




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  33




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##### Table of Contents



Item 4. Controls and Procedures
  Disclosure
Controls and Procedures
    Remediation Plan for Material Weaknesses
  Changes in Internal Control over Financial Reporting
  34




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##### Table of Contents



Limitations on the Effectiveness of Controls
  
 PART IIOTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
 Risks and Uncertainties
Regarding Facility Consolidation Project
  
 Item 3. Defaults Upon Senior Securities
  35




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##### Table of Contents



Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 6. Exhibits
  36




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##### Table of Contents



SIGNATURE
  JOHN B. SANFILIPPO & SON, INC.By:
    
    /s/ Michael J. ValentineMichael J. ValentineChief Financial Officer and Group President
 37




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description3.1
    
    Restated Certificate of Incorporation of Registrant(12)3.2
    
    Amended and Restated Bylaws of Registrant(21)4.1
    
    Specimen Common Stock Certificate(3)4.2
    
    Specimen Class A Common Stock Certificate(3)5-9
    
    Not applicable10.1
    
    Certain documents relating to $8.0 million Decatur County-Bainbridge Industrial Development Authority
Industrial Development Revenue Bonds (John B. Sanfilippo & Son, Inc. Project) Series 1987 dated as of June 1,
1987(1)10.2
    
    Tax Indemnification Agreement between Registrant and certain Stockholders of Registrant prior to its initial
public offering(2)10.3
    
    Indemnification Agreement between Registrant and certain Stockholders of Registrant prior to its initial
public offering(2)10.4
    
    The Registrants 1998 Equity Incentive Plan(4)10.5
    
    First Amendment to the Registrants 1998 Equity Incentive Plan(5)10.6
    
    Amended and Restated John B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement Number One among John E.
Sanfilippo, as trustee of the Jasper and Marian Sanfilippo Irrevocable Trust, dated September 23, 1990,
Jasper B. Sanfilippo, Marian R. Sanfilippo and Registrant, dated December 31, 2003(6)10.7
    
    Amended and Restated John B. 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
Registrant, dated December 31, 2003(6)10.8
    
    Amendment, dated February 12, 2004, to Amended and Restated John B. Sanfilippo & Son, Inc. Split-Dollar
Insurance Agreement Number One among John E. Sanfilippo, as trustee of the Jasper and Marian Sanfilippo
Irrevocable Trust, dated September 23, 1990, Jasper B. Sanfilippo, Marian R. Sanfilippo and Registrant, dated
December 31, 2003(7)10.9
    
    Amendment, dated February 12, 2004, to Amended and Restated John B. 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 Registrant, dated December 31, 2003(7)10.10
    
    Development Agreement dated as of May 26, 2004, by and between the City of Elgin, an Illinois municipal
corporation, the Registrant, Arthur/Busse Limited Partnership, an Illinois limited partnership, and 300 East
Touhy Avenue Limited Partnership, an Illinois limited partnership(8)10.11
    
    Agreement For Sale of Real Property, dated as of June 18, 2004, by and between the State of Illinois, acting
by and through its Department of Central Management Services, and the City of Elgin(8)10.12
    
    Agreement for Purchase and Sale between Matsushita Electric Corporation of America and the Company, dated
December 2, 2004(9)10.13
    
    First Amendment to Purchase and Sale Agreement dated March 2, 2005 by and between Panasonic Corporation of
North America (Panasonic), f/k/a Matsushita Electric Corporation, and the Company(10)10.14
    
    Office Lease dated April 15, 2005 between the Company, as landlord, and Panasonic, as tenant(11)10.15
    
    Warehouse Lease dated April 15, 2005 between the Company, as landlord, and Panasonic, as tenant(11)10.16
    
    The Registrants Restated Supplemental Retirement Plan(18)10.17
    
    Form of Option Grant Agreement under 1998 Equity Incentive Plan(12)
 38




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##### Table of Contents



ExhibitNumber
    
    Description10.18
    
    Termination Agreement dated as of January 11, 2006, by and between the City of Elgin, an Illinois municipal
corporation, the Registrant, Arthur/Busse Limited Partnership, an Illinois limited partnership, and 300 East
Touhy Avenue Limited Partnership, an Illinois limited partnership(13)10.19
    
    Assignment and Assumption Agreement dated March 28, 2006 by and between JBSS Properties LLC and the City of
Elgin, Illinois(14)10.20
    
    Agreement of Purchase and Sale between the Company and Prologis(15)10.21
    
    Agreement for Purchase of Real Estate and Related Property between the Company and Arthur/Busse Limited
Partnership(16)10.22
    
    Lease Agreement between the Company, as Tenant, and Palmtree Acquisition Corporation, as Landlord for
property at 3001 Malmo Drive, Arlington Heights, Illinois(16)10.23
    
    Lease Agreement between the Company, as Tenant, and Palmtree Acquisition Corporation, as Landlord for
property at 2299 Busse Road, Elk Grove Village, Illinois(16)10.24
    
    Lease Agreement between the Company, as Tenant, and Palmtree Acquisition Corporation, as Landlord for
property at 1851 Arthur Avenue, Elk Grove Village, Illinois(16)10.25
    
    Agreement for Purchase of Real Estate and Related Property by and among the Company, as Seller, and
Arthur/Busse Limited Partnership and 300 East Touhy Limited Partnership, as Purchasers(17)10.26
    
    Industrial Building Lease by and between the Company, as Tenant, and Arthur/Busse Limited Partnership and 300
East Touhy Limited Partnership, as Landlord, dated September 20, 2006(17)10.27
    
    Sanfilippo Value Added Plan dated October 24, 2007(19)10.28
    
    Credit Agreement dated as of February 7, 2008, by and among the Company, the financial institutions named
therein as lenders, Wells Fargo Foothill, LLC, (WFF) as the arranger and administrative agent for the
lenders and Wachovia Capital Finance Corporation (Central), in its capacity as documentation
agent(20)10.29
    
    Security Agreement dated as of February 7, 2008, by the Company in favor of WFF, as administrative agent for
the lenders(20)10.30
    
    Loan Agreement dated as of February 7, 2008, by and between the Company and Transamerica Financial Life
Insurance Company (TFLIC)(20)10.31
    
    Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing dated as of February 7, 2008,
made by the Company related to its Elgin, Illinois property for the benefit of TFLIC(20)10.32
    
    Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing dated as of February 7, 2008,
made by JBSS Properties LLC related to its Elgin, Illinois property for the benefit of TFLIC(20)10.33
    
    Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing dated as of
February 7, 2008, made by the Company related to its Gustine, California property for the benefit of
TFLIC(20)10.34
    
    Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing dated as of
February 7, 2008, 
made by the Company related to its Garysburg, North Carolina property for the benefit of
TFLIC(20)10.35
    
    Promissory Note (Tranche A) dated February 7, 2008, in the principal amount of $36.0 million executed by the
Company in favor of TFLIC(20)10.36
    
    Promissory Note (Tranche B) dated February 7, 2008, in the principal amount of $9.0 million executed by the
Company in favor of TFLIC(20)11-30
    
    Not applicable31.1
    
    Certification of Jeffrey T. Sanfilippo pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended,
filed herewith
 39




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ExhibitNumber
    
    Description31.2
    
    Certification of Michael J. Valentine pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended,
filed herewith32.1
    
    Certification of Jeffrey T. Sanfilippo pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, filed herewith32.2
    
    Certification of Michael J. Valentine pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, filed herewith33-100
    
    Not applicable
 
 (1)
    
    Incorporated by reference to the Registrants Registration Statement on Form S-1,
Registration No. 33-43353, as filed with the Commission on October 15, 1991 (Commission File
No. 0-19681).(2)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for the
fiscal year ended December 31, 1991 (Commission File No. 0-19681), as amended by the
certificate of amendment filed as an appendix to the Registrants 2004 Proxy Statement filed
on September 8, 2004.(3)
    
    Incorporated by reference to the Registrants Registration Statement on Form S-1
(Amendment No. 3), Registration No. 33-43353, as filed with the Commission on November 25,
1991 (Commission File No. 0-19681).(4)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the
first quarter ended September 24, 1998 (Commission File No. 0-19681).(5)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the
second quarter ended December 28, 2000 (Commission File No. 0-19681).(6)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the
second quarter ended December 25, 2003 (Commission File No. 0-19681).(7)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the
third quarter ended March 25, 2004 (Commission File No. 0-19681).(8)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for the fiscal
year ended June 24, 2004(Commission File No. 0-19681).(9)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated
December 2, 2004 (Commission File No. 0-19681).(10)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated March 2,
2005 (Commission File No. 0-19681).(11)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated April
15, 2005 (Commission File No. 0-19681).(12)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for the fiscal
year ended June 30, 2005 (Commission File No. 0-19681).(13)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the
second quarter ended December 29, 2005 (Commission File No. 0-19681).(14)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated March
28, 2006 (Commission File No. 0-19681).(15)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated May 11,
2006 (Commission File No. 0-19681). 40




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##### Table of Contents



(16)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated July 14,
2006 (Commission File No. 0-19681).(17)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated
September 20, 2006 (Commission File No. 0-19681).(18)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for the year ended
June 28, 2007 (Commission File No. 0-19681).(19)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated October 24,
2007 (Commission File No. 0-19681).(20)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated February 7,
2008 (Commission File No. 0-19681).(21)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the first
quarter ended September 27, 2007 (Commission File No. 0-19681). 41