##### 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 23, 2010
 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)
 (Registrants Telephone Number,
Including Area Code)
 þ o
 o o
  Large accelerated filer oAccelerated filer þNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company
 o
 o þ




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##### 



JOHN B. SANFILIPPO & SON, INC.
FORM 10-Q
FOR THE QUARTER ENDED DECEMBER 23, 2010
INDEX
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial Statements (Unaudited)Consolidated Statements of Operations for the Quarters and Twenty-six Weeks Ended
December 23, 2010 and December 24, 2009
    
    
    3Consolidated Balance Sheets as of December 23, 2010, June 24, 2010 and December 24, 2009
    
    
    4Consolidated Statements of Cash Flows for the Twenty-six Weeks Ended December 23, 2010
and December 24, 2009
    
    
    6Notes to Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    26Item 4. Controls and Procedures
    
    
    26PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    27Item 1A. Risk Factors
    
    
    27Item 6. Exhibits
    
    
    27SIGNATURE
    
    
    28EX-31.1EX-31.2EX-32.1EX-32.2
  2




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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 Twenty-six Weeks EndedDecember 23,
    
    
    December 24,
    
    
    December 23,
    
    
    December 24,2010
    
    
    2009
    
    
    2010
    
    
    2009Net sales
    
    $
    223,600
    
    
    $
    180,070
    
    
    $
    370,388
    
    
    $
    306,882Cost of sales
    
    
    196,364
    
    
    
    147,334
    
    
    
    322,611
    
    
    
    250,272Gross profit
    
    
    27,236
    
    
    
    32,736
    
    
    
    47,777
    
    
    
    56,610Operating expenses:Selling expenses
    
    
    11,781
    
    
    
    11,824
    
    
    
    21,987
    
    
    
    20,547Administrative expenses
    
    
    5,566
    
    
    
    5,530
    
    
    
    12,417
    
    
    
    10,971Total operating expenses
    
    
    17,347
    
    
    
    17,354
    
    
    
    34,404
    
    
    
    31,518Income from operations
    
    
    9,889
    
    
    
    15,382
    
    
    
    13,373
    
    
    
    25,092Other expense:Interest expense ($264, $270, $530
and $540 to related parties)
    
    
    (1,643
    )
    
    
    (1,339
    )
    
    
    (3,090
    )
    
    
    (2,786
    )Rental and miscellaneous expense,
net
    
    
    (202
    )
    
    
    (225
    )
    
    
    (507
    )
    
    
    (641
    )Total other expense, net
    
    
    (1,845
    )
    
    
    (1,564
    )
    
    
    (3,597
    )
    
    
    (3,427
    )Income before income taxes
    
    
    8,044
    
    
    
    13,818
    
    
    
    9,776
    
    
    
    21,665Income tax expense
    
    
    2,872
    
    
    
    4,998
    
    
    
    3,525
    
    
    
    8,079Net income
    
    $
    5,172
    
    
    $
    8,820
    
    
    $
    6,251
    
    
    $
    13,586Other comprehensive income, net of tax:Adjustment for prior service cost and
actuarial gain amortization related to
retirement plan
    
    
    121
    
    
    
    102
    
    
    
    241
    
    
    
    204Net comprehensive income
    
    $
    5,293
    
    
    $
    8,922
    
    
    $
    6,492
    
    
    $
    13,790Basic earnings per common share
    
    $
    0.48
    
    
    $
    0.83
    
    
    $
    0.59
    
    
    $
    1.28Diluted earnings per common share
    
    $
    0.48
    
    
    $
    0.82
    
    
    $
    0.58
    
    
    $
    1.27
 The accompanying notes are an integral part of these consolidated financial statements.
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CONSOLIDATED BALANCE SHEETS
 December 23,
    
    
    June 24,
    
    
    December 24,2010
    
    
    2010
    
    
    2009ASSETSCURRENT ASSETS:Cash
    
    $
    3,701
    
    
    $
    1,437
    
    
    $
    4,501Accounts receivable, less allowances of
$5,642, $2,071 and $3,744
    
    
    45,952
    
    
    
    39,894
    
    
    
    37,156Inventories
    
    
    160,794
    
    
    
    114,360
    
    
    
    121,695Income taxes receivable
    
    
    
    
    
    
    104
    
    
    
    Deferred income taxes
    
    
    4,813
    
    
    
    4,486
    
    
    
    4,530Prepaid expenses and other current assets
    
    
    5,427
    
    
    
    4,499
    
    
    
    4,841TOTAL CURRENT ASSETS
    
    
    220,687
    
    
    
    164,780
    
    
    
    172,723PROPERTY, PLANT AND EQUIPMENT:Land
    
    
    9,463
    
    
    
    9,463
    
    
    
    9,463Buildings
    
    
    101,787
    
    
    
    101,421
    
    
    
    101,086Machinery and equipment
    
    
    157,249
    
    
    
    155,796
    
    
    
    148,710Furniture and leasehold improvements
    
    
    4,017
    
    
    
    3,969
    
    
    
    3,885Vehicles
    
    
    505
    
    
    
    632
    
    
    
    603Construction in progress
    
    
    1,098
    
    
    
    2,033
    
    
    
    1,954274,119
    
    
    
    273,314
    
    
    
    265,701Less: Accumulated depreciation
    
    
    145,341
    
    
    
    140,353
    
    
    
    133,293128,778
    
    
    
    132,961
    
    
    
    132,408Rental investment property, less
accumulated depreciation of $4,908,
$4,458 and $4,009
    
    
    30,792
    
    
    
    31,242
    
    
    
    31,691TOTAL PROPERTY, PLANT AND EQUIPMENT
    
    
    159,570
    
    
    
    164,203
    
    
    
    164,099Cash surrender value of officers life
insurance and other assets
    
    
    7,581
    
    
    
    7,723
    
    
    
    7,608Goodwill
    
    
    5,662
    
    
    
    5,454
    
    
    
    Intangible assets
    
    
    14,948
    
    
    
    16,121
    
    
    
    355TOTAL ASSETS
    
    $
    408,448
    
    
    $
    358,281
    
    
    $
    344,785
 The accompanying notes are an integral part of these consolidated financial statements.
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JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED BALANCE SHEETS
 December 23,
    
    
    June 24,
    
    
    December 24,2010
    
    
    2010
    
    
    2009LIABILITIES & STOCKHOLDERS EQUITYCURRENT LIABILITIES:Revolving credit facility borrowings
    
    $
    42,260
    
    
    $
    40,437
    
    
    $
    4,933Current maturities of long-term debt,
including related party debt of $264, $253
and $244
    
    
    15,244
    
    
    
    15,549
    
    
    
    11,435Accounts payable, including related party
payables of $189, $301 and $180
    
    
    72,177
    
    
    
    29,625
    
    
    
    54,303Book overdraft
    
    
    5,830
    
    
    
    2,061
    
    
    
    7,759Accrued payroll and related benefits
    
    
    5,738
    
    
    
    10,613
    
    
    
    8,639Accrued workers compensation
    
    
    5,127
    
    
    
    5,254
    
    
    
    5,436Other accrued expenses
    
    
    13,857
    
    
    
    12,092
    
    
    
    6,736Income taxes payable
    
    
    2,196
    
    
    
    
    
    
    
    2,639TOTAL CURRENT LIABILITIES
    
    
    162,429
    
    
    
    115,631
    
    
    
    101,880LONG-TERM LIABILITIES:Long-term debt, less current maturities,
including related party debt of $13,022,
$13,156 and $13,285
    
    
    41,110
    
    
    
    42,680
    
    
    
    47,660Retirement plan
    
    
    10,021
    
    
    
    9,951
    
    
    
    8,132Deferred income taxes
    
    
    4,761
    
    
    
    4,569
    
    
    
    6,212Other
    
    
    3,378
    
    
    
    5,556
    
    
    
    1,292TOTAL LONG-TERM LIABILITIES
    
    
    59,270
    
    
    
    62,756
    
    
    
    63,296COMMITMENTS AND CONTINGENT LIABILITIESSTOCKHOLDERS 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, 8,174,765,
8,166,849 and 8,161,349 shares issued
    
    
    82
    
    
    
    82
    
    
    
    82Capital in excess of par value
    
    
    102,150
    
    
    
    101,787
    
    
    
    101,438Retained earnings
    
    
    88,853
    
    
    
    82,602
    
    
    
    81,763Accumulated other comprehensive loss
    
    
    (3,158
    )
    
    
    (3,399
    )
    
    
    (2,496
    )Treasury stock, at cost; 117,900 shares of
Common Stock
    
    
    (1,204
    )
    
    
    (1,204
    )
    
    
    (1,204
    )TOTAL STOCKHOLDERS EQUITY
    
    
    186,749
    
    
    
    179,894
    
    
    
    179,609TOTAL LIABILITIES & STOCKHOLDERS EQUITY
    
    $
    408,448
    
    
    $
    358,281
    
    
    $
    344,785
 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 23, 2010
    
    
    December 24, 2009CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    6,251
    
    
    $
    13,586Depreciation and amortization
    
    
    8,676
    
    
    
    7,833Loss on disposition of properties
    
    
    502
    
    
    
    58Deferred income tax (benefit) expense
    
    
    (135
    )
    
    
    2,156Stock-based compensation expense
    
    
    330
    
    
    
    177Change in current assets and current liabilities:Accounts receivable, net
    
    
    (6,154
    )
    
    
    (5,853
    )Inventories
    
    
    (46,431
    )
    
    
    (15,406
    )Prepaid expenses and other current assets
    
    
    (928
    )
    
    
    400Accounts payable
    
    
    42,552
    
    
    
    30,824Accrued expenses
    
    
    (3,237
    )
    
    
    (210
    )Income taxes payable
    
    
    2,300
    
    
    
    2,590Change in other long-term liabilities
    
    
    (2,178
    )
    
    
    (60
    )Other, net
    
    
    582
    
    
    
    13Net cash provided by operating activities
    
    
    2,130
    
    
    
    36,108CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property, plant and equipment
    
    
    (3,127
    )
    
    
    (4,557
    )Proceeds from disposition of properties
    
    
    22
    
    
    
    3Final payment related to purchase of assets of
Orchard Valley Harvest, Inc.
    
    
    (115
    )
    
    
    Cash surrender value of officers life insurance
    
    
    (129
    )
    
    
    (133
    )Net cash used in investing activities
    
    
    (3,349
    )
    
    
    (4,687
    )CASH FLOWS FROM FINANCING ACTIVITIES:Borrowings under revolving credit facility
    
    
    146,907
    
    
    
    92,180Repayments of revolving credit borrowings
    
    
    (145,084
    )
    
    
    (120,479
    )Principal payments on long-term debt
    
    
    (2,142
    )
    
    
    (1,754
    )Increase in book overdraft
    
    
    3,769
    
    
    
    2,127Issuance of Common Stock under option plans
    
    
    32
    
    
    
    116Tax benefit of stock options exercised
    
    
    1
    
    
    
    27Net cash provided by (used in) financing activities
    
    
    3,483
    
    
    
    (27,783
    )NET INCREASE IN CASH
    
    
    2,264
    
    
    
    3,638Cash, beginning of period
    
    
    1,437
    
    
    
    863Cash, end of period
    
    $
    3,701
    
    
    $
    4,501Supplemental disclosures of cash flow information:Capital lease obligations incurred
    
    
    267
    
    
    
    143
 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  Inventories
  December 23,
    
    
    June 24
    
    
    December 24,2010
    
    
    2010
    
    
    2009Raw material and supplies
    
    $
    95,394
    
    
    $
    54,990
    
    
    $
    75,621Work-in-process and finished goods
    
    
    65,400
    
    
    
    59,370
    
    
    
    46,074Inventories
    
    $
    160,794
    
    
    $
    114,360
    
    
    $
    121,695
 Note 3  Acquisition of Orchard Valley Harvest, Inc.
   7




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Purchase Price Measurement
    
    AmountAccounts receivable
    
    $
    5,049Inventories
    
    
    10,648Other assets
    
    
    2,130Property, plant and equipment
    
    
    3,408Intangible assets, including customer relationships, non-compete
agreement and brand name (See Note 4 below)
    
    
    16,170Goodwill
    
    
    5,662Accounts payable and accrued liabilities
    
    
    (2,911
    )Debt
    
    
    (1,432
    )Earn-out liability
    
    
    (5,837
    )Total
    
    $
    32,887
   Earn-outEarn-out Measurement
    
    PaymentCalendar 2010 net retail sales greater than $25,500
    
    $
    79Calendar 2010 net sales greater than $41,500 and calendar 2010 net
retail sales greater than $36,500
    
    
    5,000Calendar 2011 net sales greater than $49,000 and calendar 2011 net
retail sales greater than $43,000
    
    
    2,500Calendar 2010 and calendar 2011 net retail sales greater than $105,000
    
    
    2,500Total
    
    $
    10,079
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NOTE 4  Goodwill and Intangible Assets
   December 23,
    
    
    
    
    
    
    December 24,2010
    
    
    June 24, 2010
    
    
    2009Customer relationships
    
    $
    10,600
    
    
    $
    10,600
    
    
    $
    Non-compete agreement
    
    
    5,400
    
    
    
    5,400
    
    
    
    Brand names
    
    
    8,090
    
    
    
    8,090
    
    
    
    7,920Total intangible assets, gross
    
    
    24,090
    
    
    
    24,090
    
    
    
    7,920Less accumulated amortization:Customer relationships
    
    
    (903
    )
    
    
    (146
    )
    
    
    Non-compete agreement
    
    
    (299
    )
    
    
    (43
    )
    
    
    Brand names
    
    
    (7,940
    )
    
    
    (7,780
    )
    
    
    (7,565
    )Total accumulated amortization
    
    
    (9,142
    )
    
    
    (7,969
    )
    
    
    (7,565
    )Net intangible assets
    
    $
    14,948
    
    
    $
    16,121
    
    
    $
    355
  Note 5  Primary Financing Facilities
   Note 6  Income Taxes
    9




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Note 7  Earnings Per Common Share
  For the Twenty-six WeeksFor the Quarter Ended
    
    EndedDecember 23,
    
    December 24,
    
    December 23,
    
    December 24,2010
    
    2009
    
    2010
    
    2009Weighted average shares outstanding 
basic
    
    
    10,667,302
    
    
    
    10,636,804
    
    
    
    10,662,387
    
    
    
    10,629,323Effect of dilutive securities:Stock options and restricted stock units
    
    
    99,245
    
    
    
    91,673
    
    
    
    103,765
    
    
    
    67,278Weighted average shares outstanding 
diluted
    
    
    10,766,547
    
    
    
    10,728,477
    
    
    
    10,766,152
    
    
    
    10,696,601
  Note 8  Incentive Plans
   10




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Weighted
    
    
    Weighted AverageAverage
    
    
    Remaining
    
    
    Aggregate IntrinsicOptions
    
    Shares
    
    
    Exercise Price
    
    
    Contractual Term
    
    
    ValueOutstanding, at June 24, 2010
    
    
    327,690
    
    
    $
    12.08Activity:Granted
    
    
    1,000
    
    
    
    14.73Exercised
    
    
    (5,250
    )
    
    
    6.49Forfeited
    
    
    (18,250
    )
    
    
    18.32Outstanding, at December 23, 2010
    
    
    305,190
    
    
    $
    11.82
    
    
    
    4.33
    
    
    $
    859Exercisable, at December 23, 2010
    
    
    280,815
    
    
    $
    12.06
    
    
    
    4.08
    
    
    $
    756
   Twenty-six
    
    Twenty-sixWeeks Ended
    
    Weeks EndedDecember 23,
    
    December 24,2010
    
    2009Weighted average expected stock-price volatility
    
    
    43.60
    %
    
    
    53.27
    %Average risk-free rate
    
    
    2.24
    %
    
    
    3.04
    %Average dividend yield
    
    
    0.00
    %
    
    
    0.00
    %Weighted average expected option life (in years)
    
    
    6.25
    
    
    
    6.25Forfeiture percentage
    
    
    5.00
    %
    
    
    5.00
    %
 11




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WeightedAverage GrantOptions
    
    Shares
    
    
    Date Fair ValueNon-vested at June 24, 2010
    
    
    57,125
    
    
    $
    4.83Activity:Granted
    
    
    1,000
    
    
    
    6.71Vested
    
    
    (33,750
    )
    
    
    4.86Forfeited
    
    
    
    
    
    
    Non-vested, at December 23, 2010
    
    
    24,375
    
    
    $
    4.87
  WeightedAverage GrantRestricted Stock Units
    
    Shares
    
    
    Date Fair ValueOutstanding at June 24, 2010
    
    
    107,500
    
    
    $
    10.53Activity:Granted
    
    
    82,500
    
    
    
    12.33Exercised
    
    
    (2,666
    )
    
    
    9.13Forfeited
    
    
    (2,834
    )
    
    
    11.54Non-vested, at December 23, 2010
    
    
    184,500
    
    
    $
    11.34
   December 23,2010Weighted average expected stock-price volatility
    
    
    49.17
    %Average risk-free rate
    
    
    3.26
    %Average dividend yield
    
    
    0.00
    %Weighted average expected remaining life (in years)
    
    
    9.50Forfeiture percentage
    
    
    0.00
    %
  Note 9  Retirement Plan
  12




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For the Quarter Ended
    
    
    For the Twenty-six Weeks EndedDecember 23,
    
    
    December 24,
    
    
    December 23,
    
    
    December 24,2010
    
    
    2009
    
    
    2010
    
    
    2009Service cost
    
    $
    54
    
    
    $
    36
    
    
    $
    108
    
    
    $
    72Interest cost
    
    
    144
    
    
    
    146
    
    
    
    288
    
    
    
    292Amortization of prior service cost
    
    
    240
    
    
    
    239
    
    
    
    479
    
    
    
    478Amortization of gain
    
    
    (54
    )
    
    
    (83
    )
    
    
    (108
    )
    
    
    (166
    )Net periodic benefit cost
    
    $
    384
    
    
    $
    338
    
    
    $
    767
    
    
    $
    676
 Note 10  Distribution Channel and Product Type Sales Mix
   For the Quarter Ended
    
    
    For the Twenty-six Weeks EndedDecember 23,
    
    
    December 24,
    
    
    December 23,
    
    
    December 24,Distribution Channel
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Consumer
    
    $
    151,808
    
    
    $
    117,313
    
    
    $
    237,750
    
    
    $
    191,608Industrial
    
    
    23,803
    
    
    
    20,634
    
    
    
    45,633
    
    
    
    38,017Food Service
    
    
    18,823
    
    
    
    14,618
    
    
    
    36,503
    
    
    
    29,286Contract Packaging
    
    
    19,154
    
    
    
    14,850
    
    
    
    33,676
    
    
    
    28,568Export
    
    
    10,012
    
    
    
    12,655
    
    
    
    16,826
    
    
    
    19,403Total
    
    $
    223,600
    
    
    $
    180,070
    
    
    $
    370,388
    
    
    $
    306,882
  For the Quarter Ended
    
    For the Twenty-six Weeks EndedDecember 23,
    
    December 24,
    
    December 23,
    
    December 24,Product Type
    
    2010
    
    2009
    
    2010
    
    2009Peanuts
    
    
    12.9
    %
    
    
    16.9
    %
    
    
    14.9
    %
    
    
    19.0
    %Pecans
    
    
    24.7
    
    
    
    24.0
    
    
    
    21.6
    
    
    
    21.2Cashews & Mixed Nuts
    
    
    20.6
    
    
    
    22.3
    
    
    
    20.0
    
    
    
    22.2Walnuts
    
    
    12.1
    
    
    
    12.2
    
    
    
    12.7
    
    
    
    11.8Almonds
    
    
    12.5
    
    
    
    10.5
    
    
    
    12.8
    
    
    
    10.6Other
    
    
    17.2
    
    
    
    14.1
    
    
    
    18.0
    
    
    
    15.2Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
  Note 11  Comprehensive Income (Loss)
  13




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Note 12 Commitments and Contingent Liabilities
  Cardenas et. al. v John B. Sanfilippo & Son, Inc.
     Note 13 Product Recall
    Note 14  Fair Value of Financial Instruments
   14




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Note 15 Recent Accounting Pronouncements
  15




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
  Fisher, Orchard Valley Harvest, Sunshine Country
    16




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QUARTERLY HIGHLIGHTS
       17




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RESULTS OF OPERATIONS
 Net Sales
  For the Quarter Ended
    
    
    For the Twenty-six Weeks EndedDecember 23,
    
    
    December 24,
    
    
    December 23,
    
    
    December 24,Distribution Channel
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Consumer
    
    $
    151,808
    
    
    $
    117,313
    
    
    $
    237,750
    
    
    $
    191,608Industrial
    
    
    23,803
    
    
    
    20,634
    
    
    
    45,633
    
    
    
    38,017Food Service
    
    
    18,823
    
    
    
    14,618
    
    
    
    36,503
    
    
    
    29,286Contract Packaging
    
    
    19,154
    
    
    
    14,850
    
    
    
    33,676
    
    
    
    28,568Export
    
    
    10,012
    
    
    
    12,655
    
    
    
    16,826
    
    
    
    19,403Total
    
    $
    223,600
    
    
    $
    180,070
    
    
    $
    370,388
    
    
    $
    306,882
  For the Quarter Ended
    
    For the Twenty-six Weeks EndedDecember 23,
    
    December 24,
    
    December 23,
    
    December 24,Product Type
    
    2010
    
    2009
    
    2010
    
    2009Peanuts
    
    
    12.9
    %
    
    
    16.9
    %
    
    
    14.9
    %
    
    
    19.0
    %Pecans
    
    
    24.7
    
    
    
    24.0
    
    
    
    21.6
    
    
    
    21.2Cashews & Mixed Nuts
    
    
    20.6
    
    
    
    22.3
    
    
    
    20.0
    
    
    
    22.2Walnuts
    
    
    12.1
    
    
    
    12.2
    
    
    
    12.7
    
    
    
    11.8Almonds
    
    
    12.5
    
    
    
    10.5
    
    
    
    12.8
    
    
    
    10.6Other
    
    
    17.2
    
    
    
    14.1
    
    
    
    18.0
    
    
    
    15.2Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
 18




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Gross Profit
   19




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Operating Expenses
   Income from Operations
  Interest Expense
  Rental and Miscellaneous Expense, Net
  Income Tax Expense
  20




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Net Income
  21




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LIQUIDITY AND CAPITAL RESOURCES
 General
        Real Estate Matters
  22




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Financing Arrangements
     23




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24




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Capital Expenditures
  FORWARD LOOKING STATEMENTS
  25




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Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
   26




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##### Table of Contents



PART IIOTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  Litigation could adversely affect us by increasing our expenses or subjecting us to significant
money damages and other remedies.
  
 Item 6. Exhibits
  27




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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 28




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description1-2
    
    Not applicable3.1
    
    Restated Certificate of Incorporation of John B. Sanfilippo & Son, Inc. (the Registrant or the Company)(13)3.2
    
    Amended and Restated Bylaws of Registrant(12)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
    
    The Registrants Restated Supplemental Retirement Plan(10)10.13
    
    Form of Option Grant Agreement under 1998 Equity Incentive Plan(9)10.14
    
    Amended and Restated Sanfilippo Value Added Plan, dated April 29, 2010(19)10.15
    
    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(11)10.16
    
    Security Agreement, dated as of February 7, 2008, by the Company in favor of WFF, as administrative agent for the
lenders(11)10.17
    
    Loan Agreement, dated as of February 7, 2008, by and between the Company and Transamerica Financial Life Insurance
Company (TFLIC)(11)
 29




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ExhibitNumber
    
    Description10.18
    
    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(11)10.19
    
    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(11)10.20
    
    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(11)10.21
    
    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(11)10.22
    
    Promissory Note (Tranche A), dated February 7, 2008, in the principal amount of $36.0 million executed by the Company in
favor of TFLIC(11)10.23
    
    Promissory Note (Tranche B) dated February 7, 2008, in the principal amount of $9.0 million executed by the Company in
favor of TFLIC(11)10.24
    
    First Amendment to the Registrants 2008 Equity Incentive Plan(14)10.25
    
    The Registrants 2008 Equity Incentive Plan, as amended(14)10.26
    
    The Registrants Employee Restricted Stock Unit Award Agreement(15)10.27
    
    The Registrants Non-Employee Director Restricted Stock Unit Award Agreement(15)10.28
    
    Form of Indemnification Agreement(16)*10.29
    
    First Amendment to Credit Agreement dated as of March 8, 2010, by and among the Company, Wells Fargo Capital Finance, LLC
(f/k/a Wells Fargo Foothill, LLC), as a lender and administrative agent and Burdale Financial Limited, as a
lender(17)10.30
    
    Purchase Agreement by and between the Company and Orchard Valley Harvest, Inc. dated May 5, 2010, and signed by Stephen
J. Kerr, John Potter and Matthew I. Freidrich, solely as the Trustee of the Payton Potter 2007 Irrevocable
Trust(18)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
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).(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). 30




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(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 Annual Report on Form 10-K for the
fiscal year ended June 30, 2005 (Commission File No. 0-19681).(10)
    
    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).(11)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated
February 7, 2008 (Commission File No. 0-19681).(12)
    
    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).(13)
    
    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).(14)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the
second quarter ended December 25, 2008 (Commission File No. 0-19681).(15)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated
November 10, 2009 (Commission File No. 0-19681).(16)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated April
29, 2009 (Commission File No. 0-19681).(17)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated March
8, 2010 (Commission File No. 0-19681).(18)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated May 5, 2010
(Commission File No. 0-19681).(19)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for the year ended
June 24, 2010 (Commission File No. 0-19681).*
    
    Confidential treatment has been requested for portions of this exhibit. These portions have
been omitted and submitted separately to the Securities and Exchange Commission. 31