##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 (Mark one)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 25, 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 
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)
 þ o
  Large accelerated filer
o
    

Accelerated filer
þ
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller reporting company
þ
 o þ




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##### 



JOHN B. SANFILIPPO & SON, INC.
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 25, 2008
INDEX
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial StatementsConsolidated Statements of Operations for the quarters ended September 25, 2008 and
September 27, 2007
    
    
    3Consolidated Balance Sheets as of September 25, 2008, June 26, 2008 and September 27, 2007
    
    
    4Consolidated Statements of Cash Flows for the quarters ended September 25, 2008 and
September 27, 2007
    
    
    6Notes to Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    14Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    22Item 4. Controls and Procedures
    
    
    22PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    22Item 1A. Risk Factors
    
    
    23Item 6. Exhibits
    
    
    23SIGNATURE
    
    
    24EX-31.1EX-31.2EX-32.1EX-32.2
  2




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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 EndedSeptember 27,September 25,
    
    
    20072008
    
    
    (as revised)Net sales
    
    $
    134,824
    
    
    $
    132,808Cost of sales
    
    
    120,640
    
    
    
    121,008Gross profit
    
    
    14,184
    
    
    
    11,800Operating expenses:Selling expenses
    
    
    7,983
    
    
    
    8,224Administrative expenses
    
    
    4,613
    
    
    
    4,671Restructuring expenses
    
    
    (332
    )
    
    
    Total operating expenses
    
    
    12,264
    
    
    
    12,895Income (loss) from operations
    
    
    1,920
    
    
    
    (1,095
    )Other expense:Interest expense ($275 and $279 to related parties)
    
    
    (2,143
    )
    
    
    (2,730
    )Rental and miscellaneous expense, net
    
    
    (194
    )
    
    
    (15
    )Total other expense, net
    
    
    (2,337
    )
    
    
    (2,745
    )Loss before income taxes
    
    
    (417
    )
    
    
    (3,840
    )Income tax benefit
    
    
    (33
    )
    
    
    (451
    )Net loss
    
    
    (384
    )
    
    
    (3,389
    )Other comprehensive income, net of tax:Adjustment for prior service cost and actuarial
gain amortization related to retirement plan
    
    
    103
    
    
    
    97Net comprehensive loss
    
    $
    (281
    )
    
    $
    (3,292
    )Basic and diluted loss per common share
    
    $
    (0.04
    )
    
    $
    (0.32
    )
 The accompanying notes are an integral part of these consolidated financial statements.
 3




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JOHN B. SANFILIPPO & SON, INC.
 
 CONSOLIDATED BALANCE SHEETS
   September 27,September 25,
    
    
    June 26,
    
    
    20072008
    
    
    2008
    
    
    (as revised)ASSETSCURRENT ASSETS:Cash
    
    $
    674
    
    
    $
    716
    
    
    $
    8,286Accounts receivable, less allowances of
$2,666, $2,217 and $3,903
    
    
    42,732
    
    
    
    34,424
    
    
    
    41,733Inventories
    
    
    122,982
    
    
    
    127,032
    
    
    
    121,996Income taxes receivable
    
    
    59
    
    
    
    222
    
    
    
    6,969Deferred income taxes
    
    
    2,396
    
    
    
    2,595
    
    
    
    1,799Prepaid expenses and other current assets
    
    
    1,368
    
    
    
    1,592
    
    
    
    2,632Asset held for sale
    
    
    5,569
    
    
    
    5,569
    
    
    
    5,569TOTAL CURRENT ASSETS
    
    
    175,780
    
    
    
    172,150
    
    
    
    188,984PROPERTY, PLANT AND EQUIPMENT:Land
    
    
    9,463
    
    
    
    9,463
    
    
    
    9,463Buildings
    
    
    100,008
    
    
    
    99,883
    
    
    
    98,272Machinery and equipment
    
    
    147,550
    
    
    
    147,631
    
    
    
    142,591Furniture and leasehold improvements
    
    
    6,287
    
    
    
    6,247
    
    
    
    6,207Vehicles
    
    
    667
    
    
    
    724
    
    
    
    2,855Construction in progress
    
    
    724
    
    
    
    1,411
    
    
    
    4,566264,699
    
    
    
    265,359
    
    
    
    263,954Less: Accumulated depreciation
    
    
    125,586
    
    
    
    123,626
    
    
    
    120,424139,113
    
    
    
    141,773
    
    
    
    143,530Rental investment property, less
accumulated depreciation of $2,885,
$2,660 and $1,986
    
    
    27,246
    
    
    
    27,471
    
    
    
    28,145TOTAL PROPERTY, PLANT AND EQUIPMENT
    
    
    166,359
    
    
    
    169,204
    
    
    
    171,675Cash surrender value of officers life
insurance and other assets
    
    
    8,417
    
    
    
    8,435
    
    
    
    6,383Brand name, less accumulated amortization
of $7,031, $6,925 and $6,605
    
    
    889
    
    
    
    995
    
    
    
    1,315TOTAL ASSETS
    
    $
    351,445
    
    
    $
    350,784
    
    
    $
    368,357
 The accompanying notes are an integral part of these consolidated financial statements.
 4




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JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED BALANCE SHEETS
 September 27,September 25,
    
    
    June 26,
    
    
    20072008
    
    
    2008
    
    
    (as revised)LIABILITIES & STOCKHOLDERS EQUITYCURRENT LIABILITIES:Revolving credit facility borrowings
    
    $
    63,836
    
    
    $
    67,948
    
    
    $
    65,283Current maturities of long-term debt,
including related party debt of $221, $216
and $204
    
    
    12,099
    
    
    
    12,251
    
    
    
    55,014Accounts payable, including related party
payables of $1,330, $449 and $137
    
    
    32,978
    
    
    
    25,355
    
    
    
    28,958Book overdraft
    
    
    4,969
    
    
    
    4,298
    
    
    
    8,779Accrued payroll and related benefits
    
    
    6,651
    
    
    
    7,740
    
    
    
    5,814Accrued workers compensation
    
    
    4,531
    
    
    
    4,838
    
    
    
    6,304Accrued restructuring
    
    
    43
    
    
    
    1,287
    
    
    
    Other accrued expenses
    
    
    5,129
    
    
    
    5,570
    
    
    
    7,708TOTAL CURRENT LIABILITIES
    
    
    130,236
    
    
    
    129,287
    
    
    
    177,860LONG-TERM LIABILITIES:Long-term debt, less current maturities,
including related party debt of $13,587,
$13,644 and $13,808
    
    
    51,634
    
    
    
    52,356
    
    
    
    19,767Retirement plan
    
    
    8,186
    
    
    
    8,174
    
    
    
    9,011Deferred income taxes
    
    
    2,396
    
    
    
    2,595
    
    
    
    1,799Other
    
    
    1,442
    
    
    
    
    
    
    
    68TOTAL LONG-TERM LIABILITIES
    
    
    63,658
    
    
    
    63,125
    
    
    
    30,645COMMITMENTS 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,
8,134,599 and 8,128,349 shares issued and
outstanding
    
    
    81
    
    
    
    81
    
    
    
    81Capital in excess of par value
    
    
    100,865
    
    
    
    100,810
    
    
    
    100,488Retained earnings
    
    
    60,874
    
    
    
    61,853
    
    
    
    64,421Accumulated other comprehensive loss
    
    
    (3,091
    )
    
    
    (3,194
    )
    
    
    (3,960
    )Treasury stock, at cost; 117,900 shares of
Common Stock
    
    
    (1,204
    )
    
    
    (1,204
    )
    
    
    (1,204
    )TOTAL STOCKHOLDERS EQUITY
    
    
    157,551
    
    
    
    158,372
    
    
    
    159,852TOTAL LIABILITIES & STOCKHOLDERS EQUITY
    
    $
    351,445
    
    
    $
    350,784
    
    
    $
    368,357
 The accompanying notes are an integral part of these consolidated financial statements.
 5




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JOHN B. SANFILIPPO & SON, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
   For the Quarter EndedSeptember 27,September 25,
    
    
    20072008
    
    
    (as revised)CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (384
    )
    
    $
    (3,389
    )Depreciation and amortization
    
    
    3,943
    
    
    
    3,816Loss on disposition of properties
    
    
    179
    
    
    
    12Deferred income tax benefit
    
    
    
    
    
    
    (466
    )Stock-based compensation expense
    
    
    55
    
    
    
    119Change in current assets and current liabilities:Accounts receivable, net
    
    
    (8,308
    )
    
    
    (5,709
    )Inventories
    
    
    4,050
    
    
    
    12,163Prepaid expenses and other current assets
    
    
    224
    
    
    
    (1,482
    )Accounts payable
    
    
    7,623
    
    
    
    7,694Accrued expenses
    
    
    (3,081
    )
    
    
    1,704Income taxes receivable
    
    
    163
    
    
    
    (257
    )Other operating assets
    
    
    818
    
    
    
    (460
    )Net cash provided by operating activities
    
    
    5,282
    
    
    
    13,745CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property, plant and equipment
    
    
    (900
    )
    
    
    (3,335
    )Proceeds from disposition of properties
    
    
    48
    
    
    
    8Cash surrender value of officers life insurance
    
    
    (157
    )
    
    
    (172
    )Net cash used in investing activities
    
    
    (1,009
    )
    
    
    (3,499
    )CASH FLOWS FROM FINANCING ACTIVITIESBorrowings under revolving credit facility
    
    
    36,355
    
    
    
    10,727Repayments of revolving credit borrowings
    
    
    (40,467
    )
    
    
    (18,725
    )Principal payments on long-term debt
    
    
    (874
    )
    
    
    (120
    )Increase (decrease) in book overdraft
    
    
    671
    
    
    
    3,764Issuance of Common Stock under option plans
    
    
    
    
    
    
    32Tax benefit of stock options exercised
    
    
    
    
    
    
    3Net cash used in financing activities
    
    
    (4,315
    )
    
    
    (4,319
    )NET INCREASE (DECREASE) IN CASH
    
    
    (42
    )
    
    
    5,927Cash, beginning of period
    
    
    716
    
    
    
    2,359Cash, end of period
    
    $
    674
    
    
    $
    8,286SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:Capital lease obligations incurred
    
    
    
    
    
    
    148
 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  Basis of Presentation
    Note 2  Accounts Receivable
  Note 3  Inventories
  September 25,
    
    June 26,
    
    September 27,2008
    
    2008
    
    2007Raw material and supplies
    
    $
    40,968
    
    
    $
    59,770
    
    
    $
    46,376Work-in-process and finished goods
    
    
    82,014
    
    
    
    67,262
    
    
    
    75,620Inventories
    
    $
    122,982
    
    
    $
    127,032
    
    
    $
    121,996
 Note 4  Income Taxes
   7




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Note 5  Earnings Per Common Share
  Quarter EndedSeptember 25,
    
    
    September 27,2008
    
    
    2007Weighted average shares outstanding  basic
    
    
    10,614,125
    
    
    
    10,603,040Effect of dilutive securities:Stock options
    
    
    
    
    
    
    Weighted average shares outstanding  diluted
    
    
    10,614,125
    
    
    
    10,603,040
  Note 6  Stock-Based Compensation
  WeightedAverageWeighted
    
    
    Remaining
    
    
    AggregateAverage
    
    
    Contractual
    
    
    Intrinsic ValueOptions
    
    Shares
    
    
    Exercise Price
    
    
    Term
    
    
    (in thousands)Outstanding, at June 26, 2008
    
    
    470,440
    
    
    $
    11.49Activity:Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    Outstanding, at September 25, 2008
    
    
    470,440
    
    
    $
    11.49
    
    
    
    6.16
    
    
    $
    310Exercisable, at September 25, 2008
    
    
    264,815
    
    
    $
    12.85
    
    
    
    4.53
    
    
    $
    218
   8




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Quarter EndedSeptember 27,2007Weighted average expected stock-price volatility
    
    
    53.78
    %Average risk-free rate
    
    
    4.32
    %Average dividend yield
    
    
    0.00
    %Weighted average expected option life (in years)
    
    
    6.25Forfeiture percentage
    
    
    5.00
    %
 Note 7  Retirement Plan
  Quarter EndedSeptember 25,
    
    
    September 27,2008
    
    
    2007Service cost
    
    $
    35
    
    
    $
    35Interest cost
    
    
    140
    
    
    
    144Amortization of prior service cost
    
    
    239
    
    
    
    239Amortization of gain
    
    
    (81
    )
    
    
    (90
    )Net periodic pension cost
    
    $
    333
    
    
    $
    328
 Note 8  Distribution Channel and Product Type Sales Mix
   Quarter EndedSeptember 25,
    
    
    September 27,Distribution Channel
    
    2008
    
    
    2007Consumer
    
    $
    75,110
    
    
    $
    68,211Industrial
    
    
    20,998
    
    
    
    28,476Food Service
    
    
    18,012
    
    
    
    17,492Contract Packaging
    
    
    13,036
    
    
    
    11,008Export
    
    
    7,668
    
    
    
    7,621Total
    
    $
    134,824
    
    
    $
    132,808
  9




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Quarter EndedSeptember 25,
    
    September 27,Product Type
    
    2008
    
    2007Peanuts
    
    
    21.8
    %
    
    
    20.6
    %Pecans
    
    
    21.1
    
    
    
    22.8Cashews & Mixed Nuts
    
    
    21.2
    
    
    
    20.2Walnuts
    
    
    12.5
    
    
    
    13.2Almonds
    
    
    11.8
    
    
    
    12.6Other
    
    
    11.6
    
    
    
    10.6Total
    
    
    100.0
    %
    
    
    100.0
    %
 Note 9  Comprehensive Loss (Income)
  Note 10  Restructuring
  Note 11  Financing Facilities
    10




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Note 12  Revision of Prior Year Interim Financial Statements
 Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements
 11




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Materiality
  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
    )Basic and diluted (loss)
per common share
    
    
    (0.33
    )
    
    
    (0.32
    )
 Balance Sheet  September 27, 2007
 (As reported)
    
    
    (As revised)Accounts receivable, net
    
    $
    42,253
    
    
    $
    41,733Income taxes receivable
    
    
    7,028
    
    
    
    6,969Total current assets
    
    
    189,563
    
    
    
    188,984Total assets
    
    
    368,936
    
    
    
    368,357Other accrued expenses
    
    
    8,542
    
    
    
    7,708Total current liabilities
    
    
    178,694
    
    
    
    177,860Retained earnings
    
    
    64,166
    
    
    
    64,421Total stockholders equity
    
    
    159,597
    
    
    
    159,852Total liabilities and stockholders equity
    
    
    368,936
    
    
    
    368,357
 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
 Note 13 Commitments and Contingencies
  12




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Note 14 Recent Accounting Pronouncements
     13




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  INTRODUCTION
 Fisher, Flavor Tree, Sunshine Country Texas Pride
     14




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3⁄4
   15




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RESULTS OF OPERATIONS
 Net Sales
  16




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Quarter EndedSeptember 25,
    
    
    September 27,Distribution Channel
    
    2008
    
    
    2007Consumer
    
    $
    75,110
    
    
    $
    68,211Industrial
    
    
    20,998
    
    
    
    28,476Food Service
    
    
    18,012
    
    
    
    17,492Contract Packaging
    
    
    13,036
    
    
    
    11,008Export
    
    
    7,668
    
    
    
    7,621Total
    
    $
    134,824
    
    
    $
    132,808
  Quarter EndedSeptember 25,
    
    September 27,Product Type
    
    2008
    
    2007Peanuts
    
    
    21.8
    %
    
    
    20.6
    %Pecans
    
    
    21.1
    
    
    
    22.8Cashews & Mixed Nuts
    
    
    21.2
    
    
    
    20.2Walnuts
    
    
    12.5
    
    
    
    13.2Almonds
    
    
    11.8
    
    
    
    12.6Other
    
    
    11.6
    
    
    
    10.6Total
    
    
    100.0
    %
    
    
    100.0
    %
      Gross Profit
 17




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Operating Expenses
  Income (Loss) from Operations
  Interest Expense
  Rental and Miscellaneous Expense, Net
  Income Tax Benefit
  Net Loss
  18




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LIQUIDITY AND CAPITAL RESOURCES
 General
      Financing Arrangements
    19




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20




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Capital Expenditures
  Recent Accounting Pronouncements
     21




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FORWARD LOOKING STATEMENTS
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
  
 PART IIOTHER INFORMATION
 
 Item 1. Legal Proceedings
  22




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Item 1A. Risk Factors
 eneral
Economic Conditions Could Significantly Affect Our Financial Results
 General Economic Conditions Could Have a Material Adverse Effect on Our Financial Results and
Condition
   
 Item 6. Exhibits
  23




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SIGNATURE
  JOHN B. SANFILIPPO & SON, INCBy:
    /s/     Michael J. ValentineMichael J. ValentineChief Financial Officer and Group President 24




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EXHIBIT INDEX
  ExhibitNumber
    
    Description3.1
    
    Restated Certificate of Incorporation of Registrant(22)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)
 25




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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
    
    Lease Agreement between the Company, as Tenant, and Palmtree Acquisition Corporation, as Landlord for
property at 3001 Malmo Drive, Arlington Heights, Illinois(16)10.22
    
    Lease Agreement between the Company, as Tenant, and Palmtree Acquisition Corporation, as Landlord for
property at 1851 Arthur Avenue, Elk Grove Village, Illinois(16)10.23
    
    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)10.24
    
    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)10.25
    
    Sanfilippo Value Added Plan dated October 24, 2007(19)10.26
    
    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)10.27
    
    Security Agreement dated as of February 7, 2008, by the Company in favor of WFF, as administrative agent for
the lenders(20)10.28
    
    Loan Agreement dated as of February 7, 2008, by and between the Company and Transamerica Financial Life
Insurance Company (TFLIC)(20)10.29
    
    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)10.30
    
    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)10.31
    
    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)10.32
    
    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)10.33
    
    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)10.34
    
    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)10.35
    
    The Registrants 2008 Equity Incentive Plan(23)11-30
    
    Not applicable31.1
    
    Certification of Jeffrey T. Sanfilippo pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended,
filed herewith31.2
    
    Certification of Michael J. Valentine pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended,
filed herewith
 26




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ExhibitNumber
    
    Description32.1
    
    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).(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).(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). 27




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##### Table of Contents



(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).(22)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the third
quarter ended March 24, 2005 (Commission File No. 0-19681).(23)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated October 30,
2008 (Commission File No. 0-19681). 28