##### 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 March 27, 2008
 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
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)1703 North Randall RoadElgin, Illinois
    
    60123-7820(Address of principal executive offices)
    
    (Zip code)
 (847) 289-1800(Registrants telephone number, 
including area code)
 þ o
  o þ o þ
  o þ




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##### 



JOHN B. SANFILIPPO & SON, INC.
FORM 10-Q
FOR THE QUARTER ENDED MARCH 27, 2008
INDEX
  
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial StatementsConsolidated Statements of Operations for the quarters and thirty-nine weeks ended
March 27, 2008 and March 29, 2007
    
    
    3Consolidated Balance Sheets as March 27, 2008, June 28, 2007 and March 29, 2007
    
    
    4Consolidated Statements of Cash Flows for the thirty-nine weeks ended March 27, 20087 and
March 29, 2007
    
    
    6Notes to Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    18Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    31Item 4. Controls and Procedures
    
    
    31PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    32Item 1A. Risk Factors
    
    
    32Item 6. Exhibits
    
    
    33SIGNATURE
    
    
    34Section 302 CertificationSection 302 CertificationSection 906 CertificationSection 906 Certification
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PART IFINANCIAL INFORMATION
 
 Item 1. Financial Statements
 JOHN B. SANFILIPPO & SON, INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
   For the Quarter Ended
    
    
    For the Thirty-nine Weeks EndedMarch 29,
    
    
    
    
    
    
    March 29,March 27,
    
    
    2007
    
    
    March 27,
    
    
    20072008
    
    
    (As revised)
    
    
    2008
    
    
    (As revised)Net sales
    
    $
    106,716
    
    
    $
    107,009
    
    
    $
    416,514
    
    
    $
    418,456Cost of sales
    
    
    93,878
    
    
    
    100,954
    
    
    
    368,539
    
    
    
    387,108Gross profit
    
    
    12,838
    
    
    
    6,055
    
    
    
    47,975
    
    
    
    31,348Operating expenses:Selling expenses
    
    
    7,835
    
    
    
    8,131
    
    
    
    26,332
    
    
    
    30,202Administrative expenses
    
    
    4,511
    
    
    
    3,956
    
    
    
    14,177
    
    
    
    11,917Restructuring expenses
    
    
    362
    
    
    
    
    
    
    
    1,765
    
    
    
    Gain related to real estate sales
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,047
    )Total operating expenses
    
    
    12,708
    
    
    
    12,087
    
    
    
    42,274
    
    
    
    39,072Income (loss) from operations
    
    
    130
    
    
    
    (6,032
    )
    
    
    5,701
    
    
    
    (7,724
    )Other expense:Interest expense ($277, $281, $833
and $614 to related parties)
    
    
    (2,662
    )
    
    
    (2,861
    )
    
    
    (8,039
    )
    
    
    (6,315
    )Debt extinguishment costs
    
    
    (6,737
    )
    
    
    
    
    
    
    (6,737
    )
    
    
    Rental and miscellaneous income
(expense), net
    
    
    (89
    )
    
    
    (530
    )
    
    
    (37
    )
    
    
    (626
    )Total other expense, net
    
    
    (9,488
    )
    
    
    (3,391
    )
    
    
    (14,813
    )
    
    
    (6,941
    )Loss before income taxes
    
    
    (9,358
    )
    
    
    (9,423
    )
    
    
    (9,112
    )
    
    
    (14,665
    )Income tax benefit
    
    
    (608
    )
    
    
    (3,299
    )
    
    
    (490
    )
    
    
    (5,231
    )Net loss
    
    
    (8,750
    )
    
    
    (6,124
    )
    
    
    (8,622
    )
    
    
    (9,434
    )Other comprehensive income, net of tax:Adjustment for prior service cost and
actuarial gain amortization related to
retirement plan
    
    
    98
    
    
    
    
    
    
    
    292
    
    
    
    Net comprehensive loss
    
    $
    (8,652
    )
    
    $
    (6,124
    )
    
    $
    (8,330
    )
    
    $
    (9,434
    )Basic and diluted loss per common share
    
    $
    (0.82
    )
    
    $
    (0.58
    )
    
    $
    (0.81
    )
    
    $
    (0.89
    )
 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,
    
    
    March 29,March 27,
    
    
    2007
    
    
    20072008
    
    
    (As revised)
    
    
    (As revised)ASSETSCURRENT ASSETS:Cash
    
    $
    1,988
    
    
    $
    2,359
    
    
    $
    2,187Restricted cash
    
    
    7,954
    
    
    
    
    
    
    
    Accounts receivable, less allowances of $3,167,
$3,159 and $5,025
    
    
    35,200
    
    
    
    36,544
    
    
    
    33,393Inventories
    
    
    141,661
    
    
    
    134,159
    
    
    
    168,237Income taxes receivable
    
    
    108
    
    
    
    6,531
    
    
    
    4,703Deferred income taxes
    
    
    1,499
    
    
    
    2,140
    
    
    
    2,499Prepaid expenses and other current assets
    
    
    1,432
    
    
    
    1,150
    
    
    
    1,123Asset held for sale
    
    
    5,569
    
    
    
    5,569
    
    
    
    5,569TOTAL CURRENT ASSETS
    
    
    195,411
    
    
    
    188,452
    
    
    
    217,711PROPERTY, PLANT AND EQUIPMENT:Land
    
    
    9,463
    
    
    
    9,463
    
    
    
    9,463Buildings
    
    
    98,962
    
    
    
    97,113
    
    
    
    77,733Machinery and equipment
    
    
    149,894
    
    
    
    140,730
    
    
    
    133,179Furniture and leasehold improvements
    
    
    6,239
    
    
    
    6,191
    
    
    
    6,113Vehicles
    
    
    745
    
    
    
    2,880
    
    
    
    2,880Construction in progress
    
    
    4,021
    
    
    
    4,487
    
    
    
    29,253269,324
    
    
    
    260,864
    
    
    
    258,621Less: Accumulated depreciation
    
    
    124,805
    
    
    
    117,639
    
    
    
    114,678144,519
    
    
    
    143,225
    
    
    
    143,943Rental investment property, less accumulated
depreciation of $2,435, $1,761 and $1,536
    
    
    27,695
    
    
    
    28,370
    
    
    
    28,594TOTAL PROPERTY, PLANT AND EQUIPMENT
    
    
    172,214
    
    
    
    171,595
    
    
    
    172,537Intangible asset  minimum retirement plan liability
    
    
    
    
    
    
    
    
    
    
    6,197Cash surrender value of officers life insurance,
unamortized debt issuance costs and other assets
    
    
    8,645
    
    
    
    6,141
    
    
    
    6,254Brand name, less accumulated amortization of
$6,818, $6,498 and $6,392
    
    
    1,102
    
    
    
    1,422
    
    
    
    1,528TOTAL ASSETS
    
    $
    377,372
    
    
    $
    367,610
    
    
    $
    404,227
 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,
    
    
    March 29,March 27,
    
    
    2007
    
    
    20072008
    
    
    (As revised)
    
    
    (As revised)LIABILITIES & STOCKHOLDERS EQUITYCURRENT LIABILITIES:Revolving credit facility borrowings
    
    $
    87,038
    
    
    $
    73,281
    
    
    $
    80,987Current maturities of long-term debt, including
related party debt of $212, $200 and $196
    
    
    11,872
    
    
    
    54,970
    
    
    
    58,544Accounts payable, including related party payables of
$730, $361 and $1,279
    
    
    26,089
    
    
    
    21,264
    
    
    
    31,174Book overdraft
    
    
    10,994
    
    
    
    5,015
    
    
    
    10,076Accrued payroll and related benefits
    
    
    8,256
    
    
    
    6,018
    
    
    
    5,318Accrued workers compensation
    
    
    6,610
    
    
    
    6,686
    
    
    
    6,052Accrued restructuring
    
    
    1,378
    
    
    
    
    
    
    
    Other accrued expenses
    
    
    5,871
    
    
    
    5,418
    
    
    
    6,305TOTAL CURRENT LIABILITIES
    
    
    158,108
    
    
    
    172,652
    
    
    
    198,456LONG-TERM LIABILITIES:Long-term debt, less current maturities, including
related party debt of $13,699, $13,860 and $13,911
    
    
    53,481
    
    
    
    19,783
    
    
    
    20,267Retirement plan
    
    
    8,914
    
    
    
    9,060
    
    
    
    8,644Deferred income taxes
    
    
    1,499
    
    
    
    2,606
    
    
    
    5,475Other
    
    
    
    
    
    
    179
    
    
    
    310TOTAL LONG-TERM LIABILITIES
    
    
    63,894
    
    
    
    31,628
    
    
    
    34,696COMMITMENTS 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 8,121,349 shares
issued and outstanding
    
    
    81
    
    
    
    81
    
    
    
    81Capital in excess of par value
    
    
    100,705
    
    
    
    100,335
    
    
    
    100,219Retained earnings
    
    
    59,527
    
    
    
    68,149
    
    
    
    71,953Accumulated other comprehensive loss
    
    
    (3,765
    )
    
    
    (4,057
    )
    
    
    Treasury stock, at cost; 117,900 shares of Common Stock
    
    
    (1,204
    )
    
    
    (1,204
    )
    
    
    (1,204
    )TOTAL STOCKHOLDERS EQUITY
    
    
    155,370
    
    
    
    163,330
    
    
    
    171,075TOTAL LIABILITIES & STOCKHOLDERS EQUITY
    
    $
    377,372
    
    
    $
    367,610
    
    
    $
    404,227
 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 Thirty-nine Weeks EndedMarch 29,March 27,
    
    
    20072008
    
    
    (As revised)CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (8,622
    )
    
    $
    (9,434
    )Depreciation and amortization
    
    
    11,856
    
    
    
    9,970Gain on disposition of properties
    
    
    (79
    )
    
    
    (3,108
    )Deferred income tax benefit
    
    
    (466
    )
    
    
    (425
    )Stock-based compensation expense
    
    
    292
    
    
    
    309Change in current assets and current liabilities:Accounts receivable, net
    
    
    1,344
    
    
    
    2,088Inventories
    
    
    (7,502
    )
    
    
    (3,847
    )Prepaid expenses and other current assets
    
    
    (282
    )
    
    
    1,125Accounts payable
    
    
    4,825
    
    
    
    6,189Accrued expenses
    
    
    3,993
    
    
    
    (591
    )Income taxes receivable
    
    
    6,423
    
    
    
    1,724Other operating assets
    
    
    (141
    )
    
    
    (1,718
    )Net cash provided by operating activities
    
    
    11,641
    
    
    
    2,282CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property, plant and equipment
    
    
    (10,897
    )
    
    
    (33,100
    )Proceeds from disposition of properties
    
    
    107
    
    
    
    17,812Increase in restricted cash
    
    
    (7,954
    )
    
    
    Cash surrender value of officers life insurance
    
    
    (202
    )
    
    
    (285
    )Net cash used in investing activities
    
    
    (18,946
    )
    
    
    (15,573
    )CASH FLOWS FROM FINANCING ACTIVITIESBorrowings under revolving credit facilities
    
    
    43,461
    
    
    
    119,915Repayments of revolving credit borrowings
    
    
    (46,452
    )
    
    
    (103,269
    )Initial borrowing under new revolving credit facility
    
    
    82,031
    
    
    
    Payment of amounts outstanding under prior revolving credit facility
    
    
    (65,283
    )
    
    
    Principal payments on long-term debt
    
    
    (54,607
    )
    
    
    (10,020
    )Issuance of long-term debt
    
    
    45,000
    
    
    
    Debt issue costs
    
    
    (3,273
    )
    
    
    Financing obligation with related parties
    
    
    
    
    
    
    14,300Increase (decrease) in book overdraft
    
    
    5,979
    
    
    
    (4,225
    )Issuance of Common Stock under option plans
    
    
    72
    
    
    
    68Minority interest distribution
    
    
    
    
    
    
    (3,545
    )Tax benefit of stock options exercised
    
    
    6
    
    
    
    22Net cash provided by financing activities
    
    
    6,934
    
    
    
    13,246NET DECREASE IN CASH
    
    
    (371
    )
    
    
    (45
    )Cash, beginning of period
    
    
    2,359
    
    
    
    2,232Cash, end of period
    
    $
    1,988
    
    
    $
    2,187SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES:Capital lease obligations incurred
    
    
    207
    
    
    
    1,117
 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
    
    
    $7.0 million increase in unfavorable labor and efficiency variances over the first
thirty-nine 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. The increase was only $1.0 million for the third quarter of fiscal
2008 over the third quarter of fiscal 2007 as Elgin production is stabilizing;
    
    $2.5 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. Only $0.1 million of redundant
manufacturing expenses were incurred during the third quarter of fiscal 2008 as only
limited production occurred at the one remaining Chicago area facility, excluding Elgin;
    
    $2.3 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. Only
$0.3 million of the $2.3 million total was incurred during the third quarter of fiscal
2008;
    
    $1.2 million in restructuring charges related to the discontinuance of the Companys
store-door distribution system, $0.4 million in severance expenses, $0.3 million in
inventory write-downs related to the
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discontinuance of low volume sales items and $0.2
million in restructuring charges related to the exit of a leased facility before the
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.
        Note 2  Basis of Presentation
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Note 3  Accounts Receivable
  Note 4  Inventories
  March 27,
    
    
    June 28,
    
    
    March 29,2008
    
    
    2007
    
    
    2007Raw material and supplies
    
    $
    81,803
    
    
    $
    57,348
    
    
    $
    87,282Work-in-process and finished goods
    
    
    59,858
    
    
    
    76,811
    
    
    
    80,955Inventories
    
    $
    141,661
    
    
    $
    134,159
    
    
    $
    168,237
 Note 5  Income Taxes
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Note 6  Earnings Per Common Share
  For the Quarter Ended
    
    For the
Thirty-nine Weeks EndedMarch 27,
    
    March 29,
    
    March 27,
    
    March 29,2008
    
    2007
    
    2008
    
    2007Weighted average shares
outstanding  basic
    
    
    10,614,125
    
    
    
    10,594,944
    
    
    
    10,608,988
    
    
    
    10,593,981Effect of dilutive securities:Stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Weighted average shares
outstanding  diluted
    
    
    10,614,125
    
    
    
    10,594,944
    
    
    
    10,608,988
    
    
    
    10,593,981
  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
    
    
    151,500
    
    
    
    7.98Exercised
    
    
    (11,250
    )
    
    
    6.40Forfeited
    
    
    (17,000
    )
    
    
    15.99Outstanding at March 27, 2008
    
    
    476,940
    
    
    $
    11.45
    
    
    
    6.69
    
    
    $
    315Exercisable at March 27, 2008
    
    
    239,065
    
    
    $
    12.71
    
    
    
    4.85
    
    
    $
    219
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Thirty-nine Weeks EndedMarch 27,
    
    March 29,2008
    
    2007Weighted average expected stock-price volatility
    
    
    54.27
    %
    
    
    54.00
    %Average risk-free rate
    
    
    3.70
    %
    
    
    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 Thirty-nine Weeks EndedMarch 27,
    
    
    March 29,
    
    
    March 27,
    
    
    March 29,2008
    
    
    2007
    
    
    2008
    
    
    2007Service cost
    
    $
    35
    
    
    $
    66
    
    
    $
    104
    
    
    $
    196Interest cost
    
    
    144
    
    
    
    163
    
    
    
    432
    
    
    
    490Amortization of prior service cost
    
    
    239
    
    
    
    239
    
    
    
    717
    
    
    
    718Amortization of gain
    
    
    (90
    )
    
    
    (76
    )
    
    
    (270
    )
    
    
    (229
    )Net periodic benefit cost
    
    $
    328
    
    
    $
    392
    
    
    $
    983
    
    
    $
    1,175
 Note 9  Distribution Channel and Product Type Sales Mix
   For the Quarter Ended
    
    
    For the Thirty-nine Weeks EndedMarch 27,
    
    
    March 29,
    
    
    March 27,
    
    
    March 29,Distribution Channel
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Consumer
    
    $
    55,640
    
    
    $
    51,387
    
    
    $
    228,536
    
    
    $
    218,371Industrial
    
    
    19,096
    
    
    
    22,772
    
    
    
    73,823
    
    
    
    85,418Food Service
    
    
    14,928
    
    
    
    13,788
    
    
    
    49,736
    
    
    
    44,666Contract Packaging
    
    
    11,367
    
    
    
    10,047
    
    
    
    33,825
    
    
    
    32,924Export
    
    
    5,685
    
    
    
    9,015
    
    
    
    30,594
    
    
    
    37,077Total
    
    $
    106,716
    
    
    $
    107,009
    
    
    $
    416,514
    
    
    $
    418,456
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For the Quarter Ended
    
    For the Thirty-nine Weeks EndedMarch 27,
    
    March 29,
    
    March 27
    
    March 29,Product Type
    
    2008
    
    2007
    
    2008
    
    2007Peanuts
    
    
    21.8
    %
    
    
    21.1
    %
    
    
    19.2
    %
    
    
    18.9
    %Pecans
    
    
    19.9
    
    
    
    17.5
    
    
    
    24.0
    
    
    
    23.8Cashews & Mixed Nuts
    
    
    19.1
    
    
    
    21.3
    
    
    
    20.6
    
    
    
    21.1Walnuts
    
    
    15.5
    
    
    
    13.7
    
    
    
    15.2
    
    
    
    13.8Almonds
    
    
    13.2
    
    
    
    16.8
    
    
    
    11.4
    
    
    
    13.0Other
    
    
    10.5
    
    
    
    9.6
    
    
    
    9.6
    
    
    
    9.4Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
 Note 10  Comprehensive Income
  Note 11  Credit Facilities
    12




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##### Table of Contents



Note 12  Interest Cost
  13




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##### Table of Contents



For the Thirty-nine WeeksFor the Quarter Ended
    
    
    EndedMarch 27,
    
    
    March 29,
    
    
    March 27,
    
    
    March 29,2008
    
    
    2007
    
    
    2008
    
    
    2007Gross interest cost
    
    $
    2,662
    
    
    $
    2,861
    
    
    $
    8,039
    
    
    $
    7,216Capitalized interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (901
    )Interest expense
    
    $
    2,662
    
    
    $
    2,861
    
    
    $
    8,039
    
    
    $
    6,315
 Note 13  Restructuring and Related Charges
  Sales Profitability Review
  Elimination of Store-Door Delivery System
  Facility Consolidation Project
  14




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##### Table of Contents



Quarter Ended
    
    
    Quarter Ended
    
    
    Thirty-nine WeeksDecember 27,
    
    
    March 27,
    
    
    Ended March 27,2007
    
    
    2008
    
    
    2008Restructuring:Multiemployer pension withdrawal
    
    $
    1,200
    
    
    $
    
    
    
    $
    1,200Severance
    
    
    30
    
    
    
    325
    
    
    
    355Lease termination
    
    
    173
    
    
    
    37
    
    
    
    210Total
    
    $
    1,403
    
    
    $
    362
    
    
    $
    1,765
  March 27,Category
    
    2008Severance
    
    
    48Multiemployer pension withdrawal
    
    
    1,200Lease termination
    
    
    130Total
    
    $
    1,378
  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
 15




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##### Table of Contents



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
    )
 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
 Statement of Cash Flows  Thirty-nine 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
    
    
    
    1,724
 16




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Note 15  Commitments and Contingencies
  Note 16  Recent Accounting Pronouncements
    17




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  INTRODUCTION
      18




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##### Table of Contents




    
    $7.0 million increase in unfavorable labor and efficiency variances over the first
thirty-nine 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. The increase was only $1.0 million for the third quarter of fiscal
2008 over the third quarter of fiscal 2007 as Elgin production is stabilizing;
    
    $2.5 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. Only $0.1 million of redundant
manufacturing expenses were incurred during the third quarter of fiscal 2008 as only
limited production occurred at the one remaining Chicago area facility, excluding Elgin;
    
    $2.3 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. Only
$0.3 million of the $2.3 million total was incurred during the third quarter of fiscal
2008;
    
    $1.2 million in restructuring charges related to the discontinuance of the Companys
store-door distribution system, $0.4 million in severance expenses, $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 the
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.
     19




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20




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21




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##### Table of Contents



RESULTS OF OPERATIONS
 Net Sales
       For the Quarter Ended
    
    
    For the Thirty-nine Weeks EndedMarch 27,
    
    
    March 29,
    
    
    March 27,
    
    
    March 29,Distribution Channel
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Consumer
    
    $
    55,640
    
    
    $
    51,387
    
    
    $
    228,536
    
    
    $
    218,371Industrial
    
    
    19,096
    
    
    
    22,772
    
    
    
    73,823
    
    
    
    85,418Food Service
    
    
    14,928
    
    
    
    13,788
    
    
    
    49,736
    
    
    
    44,666Contract Packaging
    
    
    11,367
    
    
    
    10,047
    
    
    
    33,825
    
    
    
    32,924Export
    
    
    5,685
    
    
    
    9,015
    
    
    
    30,594
    
    
    
    37,077Total
    
    $
    106,716
    
    
    $
    107,009
    
    
    $
    416,514
    
    
    $
    418,456
 22




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##### Table of Contents



For the Quarter Ended
    
    For the Thirty-nine Weeks EndedMarch 27,
    
    March 29,
    
    March 27,
    
    March 29,Product Type
    
    2008
    
    2007
    
    2008
    
    2007Peanuts
    
    
    21.8
    %
    
    
    21.1
    %
    
    
    19.2
    %
    
    
    18.9
    %Pecans
    
    
    19.9
    
    
    
    17.5
    
    
    
    24.0
    
    
    
    23.8Cashews & Mixed Nuts
    
    
    19.1
    
    
    
    21.3
    
    
    
    20.6
    
    
    
    21.1Walnuts
    
    
    15.5
    
    
    
    13.7
    
    
    
    15.2
    
    
    
    13.8Almonds
    
    
    13.2
    
    
    
    16.8
    
    
    
    11.4
    
    
    
    13.0Other
    
    
    10.5
    
    
    
    9.6
    
    
    
    9.6
    
    
    
    9.4Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
      23




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##### Table of Contents



Gross Profit
   
    
    $7.0 million increase in unfavorable labor and efficiency variances over the first
thirty-nine 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. The increase was only $1.0 million for the third quarter of fiscal
2008 over the third quarter of fiscal 2007 as Elgin production is stabilizing;
    
    $2.5 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. Only $0.1 million of redundant
manufacturing expenses were incurred during the third quarter of fiscal 2008 as only
limited production occurred at the one remaining Chicago area
facility, excluding Elgin; and
    
    $2.3 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. Only
$0.3 million of the $2.3 million total was incurred during the third quarter of fiscal
2008.
 Operating Expenses
  24




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##### Table of Contents



Income (Loss) from Operations
  Interest Expense
  Debt Extinguishment Costs
  Rental and Miscellaneous Expense, Net
  Income Tax Benefit
  Net Loss
  25




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##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES
 General
    Plans To Continue as a Going Concern
    
    
    $7.0 million increase in unfavorable labor and efficiency variances over the first
thirty-nine 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. The increase was only $1.0 million for the third quarter of fiscal
2008 over the third quarter of fiscal 2007 as Elgin production is stabilizing;
 26




---



##### Table of Contents




    
    $2.5 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. Only $0.1 million of redundant
manufacturing expenses were incurred during the third quarter of fiscal 2008 as only
limited production occurred at the one remaining Chicago area facility, excluding Elgin;
    
    $2.3 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. Only
$0.3 million of the $2.3 million total was incurred during the third quarter of fiscal
2008;
    
    $1.2 million in restructuring charges related to the discontinuance of the Companys
store-door distribution system, $0.4 million in severance expenses, $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 the
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.
     27




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Financing Arrangements
     28




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29




---



##### Table of Contents



Capital Expenditures
  Recent Accounting Pronouncements
    FORWARD LOOKING STATEMENTS
  30




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
  Disclosure Controls and Procedures
    Remediation Plan for Material Weaknesses
  31




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##### Table of Contents



Changes in Internal Control over Financial Reporting
  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
   32




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##### Table of Contents



General
Economic Conditions Could Significantly Affect the Companys Financial Results.
  
 Item 6. Exhibits
  33




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##### Table of Contents



SIGNATURE
  JOHN B. SANFILIPPO & SON, INC.By:
    
    /s/ Michael J. Valentine

Michael J. ValentineChief Financial Officer and Group President
 34




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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)
 35




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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
 36




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##### Table of Contents



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). 37




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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). 38