##### 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 September 27, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 Commission File Number 0-19681
 JOHN B. SANFILIPPO & SON, INC.
 (Exact Name of Registrant as Specified in Its Charter)
 Delaware
    
    36-2419677(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)1703 North Randall Road 
Elgin, Illinois
    
    60123-7820(Address of principal executive offices)
    
    (Zip code)
  
 (Registrants telephone number,
including area code)
  o þ
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
  o þ




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##### 



JOHN B. SANFILIPPO & SON, INC.
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 27, 2007
INDEX
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial StatementsConsolidated Statements of Operations for the quarters ended September 27, 2007 and September 28, 2006
    
    
    3Consolidated Balance Sheets as of September 27, 2007, June 28, 2007 and September 28, 2006
    
    
    4Consolidated Statements of Cash Flows for the quarters ended September 27, 2007 and September 28, 2006
    
    
    6Notes to Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    23Item 4. Controls and Procedures
    
    
    23PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    24Item 1A. Risk Factors
    
    
    24Item 6. Exhibits
    
    
    25SIGNATURE
    
    
    26Amended and Restated BylawsSection 302 CertificationSection 302 CertificationSection 906 CertificationSection 906 Certification
  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 EndedSeptember 27,
    
    
    September 28,2007
    
    
    2006Net sales
    
    $
    132,808
    
    
    $
    133,793Cost of sales
    
    
    121,164
    
    
    
    128,070Gross profit
    
    
    11,644
    
    
    
    5,723Operating expenses:Selling expenses
    
    
    8,224
    
    
    
    10,818Administrative expenses
    
    
    4,671
    
    
    
    3,833Gain related to real estate sales
    
    
    
    
    
    
    (3,047
    )Total operating expenses
    
    
    12,895
    
    
    
    11,604Loss from operations
    
    
    (1,251
    )
    
    
    (5,881
    )Other expense:Interest expense ($279 and $0 to related parties)
    
    
    (2,730
    )
    
    
    (1,670
    )Rental and miscellaneous expense, net
    
    
    (15
    )
    
    
    (59
    )Total other expense, net
    
    
    (2,745
    )
    
    
    (1,729
    )Loss before income taxes
    
    
    (3,996
    )
    
    
    (7,610
    )Income tax benefit
    
    
    (451
    )
    
    
    (2,789
    )Net loss
    
    
    (3,545
    )
    
    
    (4,821
    )Other comprehensive income, net of tax:Adjustment for prior service cost and actuarial
gain amortization related to retirement plan
    
    
    97
    
    
    
    Net comprehensive loss
    
    $
    (3,448
    )
    
    $
    (4,821
    )Basic and diluted loss per common share
    
    $
    (0.33
    )
    
    $
    (0.46
    )
 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,
    
    
    June 28,
    
    
    September 28,2007
    
    
    2007
    
    
    2006ASSETSCURRENT ASSETS:Cash
    
    $
    8,286
    
    
    $
    2,359
    
    
    $
    1,647Accounts receivable, less allowances of $3,903,
$3,159 and $5,186
    
    
    42,253
    
    
    
    36,544
    
    
    
    41,478Inventories
    
    
    121,996
    
    
    
    134,159
    
    
    
    142,362Income taxes receivable
    
    
    7,028
    
    
    
    6,771
    
    
    
    9,136Deferred income taxes
    
    
    1,799
    
    
    
    2,140
    
    
    
    3,340Prepaid expenses and other current assets
    
    
    2,632
    
    
    
    1,150
    
    
    
    2,293Asset held for sale
    
    
    5,569
    
    
    
    5,569
    
    
    
    TOTAL CURRENT ASSETS
    
    
    189,563
    
    
    
    188,692
    
    
    
    200,256PROPERTY, PLANT AND EQUIPMENT:Land
    
    
    9,463
    
    
    
    9,463
    
    
    
    9,463Buildings
    
    
    98,272
    
    
    
    97,113
    
    
    
    76,205Machinery and equipment
    
    
    142,591
    
    
    
    140,730
    
    
    
    119,251Furniture and leasehold improvements
    
    
    6,207
    
    
    
    6,191
    
    
    
    5,439Vehicles
    
    
    2,855
    
    
    
    2,880
    
    
    
    2,900Construction in progress
    
    
    4,566
    
    
    
    4,487
    
    
    
    30,787263,954
    
    
    
    260,864
    
    
    
    244,045Less: Accumulated depreciation
    
    
    120,424
    
    
    
    117,639
    
    
    
    109,642143,530
    
    
    
    143,225
    
    
    
    134,403Rental investment property, less accumulated
depreciation of $1,986, $1,761 and $1,122
    
    
    28,145
    
    
    
    28,370
    
    
    
    27,915TOTAL PROPERTY, PLANT AND EQUIPMENT
    
    
    171,675
    
    
    
    171,595
    
    
    
    162,318Intangible asset  minimum retirement plan liability
    
    
    
    
    
    
    
    
    
    
    6,197Cash surrender value of officers life insurance and
other assets
    
    
    6,383
    
    
    
    6,141
    
    
    
    4,842Development agreement
    
    
    
    
    
    
    
    
    
    
    6,806Brand name, less accumulated amortization of $6,605,
$6,498 and $6,178
    
    
    1,315
    
    
    
    1,422
    
    
    
    1,742TOTAL ASSETS
    
    $
    368,936
    
    
    $
    367,850
    
    
    $
    382,161
 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,
    
    
    June 28,
    
    
    September 28,2007
    
    
    2007
    
    
    2006LIABILITIES & STOCKHOLDERS EQUITYCURRENT LIABILITIES:Revolving credit facility borrowings
    
    $
    65,283
    
    
    $
    73,281
    
    
    $
    43,582Current maturities of long-term debt,
including related party debt of $204, $200
and $65
    
    
    55,014
    
    
    
    54,970
    
    
    
    61,819Accounts payable, including related party
payables of $137, $361 and $805
    
    
    28,958
    
    
    
    21,264
    
    
    
    35,484Book overdraft
    
    
    8,779
    
    
    
    5,015
    
    
    
    12,251Accrued payroll and related benefits
    
    
    5,814
    
    
    
    6,018
    
    
    
    5,258Accrued workers compensation
    
    
    6,304
    
    
    
    6,686
    
    
    
    5,950Other accrued expenses
    
    
    8,542
    
    
    
    6,096
    
    
    
    7,190TOTAL CURRENT LIABILITIES
    
    
    178,694
    
    
    
    173,330
    
    
    
    171,534LONG-TERM LIABILITIES:Long-term debt, less current maturities,
including related party debt of $13,808,
$13,860 and $14,235
    
    
    19,767
    
    
    
    19,783
    
    
    
    19,828Retirement plan
    
    
    9,011
    
    
    
    9,060
    
    
    
    7,981Deferred income taxes
    
    
    1,799
    
    
    
    2,606
    
    
    
    6,668Other
    
    
    68
    
    
    
    179
    
    
    
    744TOTAL LONG-TERM LIABILITIES
    
    
    30,645
    
    
    
    31,628
    
    
    
    35,221COMMITMENTS 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, 8,128,349,
8,123,349 and 8,112,099 shares issued and
outstanding
    
    
    81
    
    
    
    81
    
    
    
    81Capital in excess of par value
    
    
    100,488
    
    
    
    100,335
    
    
    
    99,937Retained earnings
    
    
    64,166
    
    
    
    67,711
    
    
    
    76,566Accumulated other comprehensive loss
    
    
    (3,960
    )
    
    
    (4,057
    )
    
    
    Treasury stock, at cost; 117,900 shares of
Common Stock
    
    
    (1,204
    )
    
    
    (1,204
    )
    
    
    (1,204
    )TOTAL STOCKHOLDERS EQUITY
    
    
    159,597
    
    
    
    162,892
    
    
    
    175,406TOTAL LIABILITIES & STOCKHOLDERS EQUITY
    
    $
    368,936
    
    
    $
    367,850
    
    
    $
    382,161
 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 28,2007
    
    
    2006CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (3,545
    )
    
    $
    (4,821
    )Depreciation and amortization
    
    
    3,816
    
    
    
    3,042Loss (gain) on disposition of properties
    
    
    12
    
    
    
    (3,047
    )Deferred income tax benefit
    
    
    (466
    )
    
    
    (73
    )Stock-based compensation expense
    
    
    119
    
    
    
    117Change in current assets and current liabilities:Accounts receivable, net
    
    
    (5,709
    )
    
    
    (5,997
    )Inventories
    
    
    12,163
    
    
    
    22,028Prepaid expenses and other current assets
    
    
    (1,482
    )
    
    
    (45
    )Accounts payable
    
    
    7,694
    
    
    
    9,493Accrued expenses
    
    
    1,860
    
    
    
    132Income taxes receivable
    
    
    (257
    )
    
    
    (2,709
    )Other operating assets
    
    
    (460
    )
    
    
    68Net cash provided by operating activities
    
    
    13,745
    
    
    
    18,188CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property, plant and equipment
    
    
    (3,335
    )
    
    
    (17,965
    )Proceeds from disposition of properties
    
    
    8
    
    
    
    17,452Cash surrender value of officers life insurance
    
    
    (172
    )
    
    
    (139
    )Net cash used in investing activities
    
    
    (3,499
    )
    
    
    (652
    )CASH FLOWS FROM FINANCING ACTIVITIESBorrowings under revolving credit facility
    
    
    10,727
    
    
    
    25,198Repayments of revolving credit borrowings
    
    
    (18,725
    )
    
    
    (45,957
    )Principal payments on long-term debt
    
    
    (120
    )
    
    
    (6,067
    )Financing obligation with related parties
    
    
    
    
    
    
    14,300Increase (decrease) in book overdraft
    
    
    3,764
    
    
    
    (2,050
    )Issuance of Common Stock under option plans
    
    
    32
    
    
    
    Minority interest distribution
    
    
    
    
    
    
    (3,545
    )Tax benefit of stock options exercised
    
    
    3
    
    
    
    Net cash (used in) financing activities
    
    
    (4,319
    )
    
    
    (18,121
    )NET INCREASE (DECREASE) IN CASH
    
    
    5,927
    
    
    
    (585
    )Cash, beginning of period
    
    
    2,359
    
    
    
    2,232Cash, end of period
    
    $
    8,286
    
    
    $
    1,647SUPPLEMENTAL 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  Managements Plans to Continue as a Going Concern
    
    
    $3.1 million increase in unfavorable labor and efficiency variances over first quarter
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 during the quarter;
    
    $1.4 million in estimated redundant manufacturing expenses as production activities
occurred at the existing Chicago area facilities while the manufacturing spending in the
new Elgin facility reflected increased production levels during the quarter; and
    
    $1.5 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.
   7




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Note 2  Basis of Presentation
    Note 3  Accounts Receivable
  8




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Note 4  Inventories
  September 27,
    
    
    June 28,
    
    
    September 28,2007
    
    
    2007
    
    
    2006Raw material and supplies
    
    $
    46,376
    
    
    $
    57,348
    
    
    $
    50,596Work-in-process and finished goods
    
    
    75,620
    
    
    
    76,811
    
    
    
    91,766Inventories
    
    $
    121,996
    
    
    $
    134,159
    
    
    $
    142,362
 Note 5  Income Taxes
     Note 6  Earnings Per Common Share
  Quarter EndedSeptember 27,
    
    September 28,2007
    
    2006Weighted average shares outstanding  basic
    
    
    10,603,040
    
    
    
    10,591,625Effect of dilutive securities:Stock options
    
    
    
    
    
    
    Weighted average shares outstanding  diluted
    
    
    10,603,040
    
    
    
    10,591,625
  Note 7  Stock-Based Compensation
  9




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Weighted Average
    
    
    Aggregate IntrinsicWeighted Average
    
    
    Remaining
    
    
    ValueOptions
    
    Shares
    
    
    Exercise Price
    
    
    Contractual Term
    
    
    (in thousands)Outstanding, at June 28, 2007
    
    
    353,690
    
    
    $
    13.00Activity:Granted
    
    
    1,500
    
    
    
    8.29Exercised
    
    
    5,000
    
    
    
    6.34Forfeited
    
    
    
    
    
    
    Outstanding, at September 27, 2007
    
    
    350,190
    
    
    $
    13.07
    
    
    
    6.13
    
    
    $
    176Exercisable, at September 27, 2007
    
    
    240,315
    
    
    $
    12.35
    
    
    
    5.62
    
    
    $
    176
    Quarter EndedSeptember 27,
    
    September 28,2007
    
    2006Weighted average expected stock-price volatility
    
    
    53.78
    %
    
    
    54.03
    %Average risk-free rate
    
    
    4.32
    %
    
    
    4.56
    %Average dividend yield
    
    
    0.00
    %
    
    
    0.00
    %Weighted average expected option life (in years)
    
    
    6.25
    
    
    
    5.76Forfeiture percentage
    
    
    5.00
    %
    
    
    5.00
    %
 Note 8  Retirement Plan
  Quarter EndedSeptember 27,
    
    
    September 28,2007
    
    
    2006Service cost
    
    $
    35
    
    
    $
    66Interest cost
    
    
    144
    
    
    
    163Amortization of prior service cost
    
    
    239
    
    
    
    239Amortization of gain
    
    
    (90
    )
    
    
    (76
    )Net periodic pension cost
    
    $
    328
    
    
    $
    392
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Note 9  Distribution Channel and Product Type Sales Mix
   Quarter EndedSeptember 27,
    
    September 28,2007
    
    2006Distribution ChannelConsumer
    
    $
    68,211
    
    
    $
    64,062Industrial
    
    
    28,476
    
    
    
    31,353Food Service
    
    
    17,492
    
    
    
    15,685Contract Packaging
    
    
    11,008
    
    
    
    11,147Export
    
    
    7,621
    
    
    
    11,546Total
    
    $
    132,808
    
    
    $
    133,793
  Quarter EndedSeptember 27,
    
    September 28,2007
    
    2006Product TypePeanuts
    
    
    20.6
    %
    
    
    20.4
    %Pecans
    
    
    22.8
    
    
    
    21.8Cashews & Mixed Nuts
    
    
    20.2
    
    
    
    21.9Walnuts
    
    
    13.2
    
    
    
    12.0Almonds
    
    
    12.6
    
    
    
    13.7Other
    
    
    10.6
    
    
    
    10.2Total
    
    
    100.0
    %
    
    
    100.0
    %
 Note 10  Comprehensive Loss (Income)
  Note 11 Credit Facilities
   11




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Note 12  Interest Cost
  Quarter EndedSeptember 27,
    
    
    September 28,2007
    
    
    2006Gross interest cost
    
    $
    2,730
    
    
    $
    2,240Capitalized interest
    
    
    
    
    
    
    (570
    )Interest expense
    
    $
    2,730
    
    
    $
    1,670
 Note 13Commitments and Contingencies
  Note 14  Recent Accounting Pronouncements
   12




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  INTRODUCTION
     13




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RESULTS OF OPERATIONS
 Net Sales
   Quarter EndedSeptember 27,
    
    September 28,2007
    
    2006Distribution ChannelConsumer
    
    $
    68,211
    
    
    $
    64,062Industrial
    
    
    28,476
    
    
    
    31,353Food Service
    
    
    17,492
    
    
    
    15,685Contract Packaging
    
    
    11,008
    
    
    
    11,147Export
    
    
    7,621
    
    
    
    11,546Total
    
    $
    132,808
    
    
    $
    133,793
  Quarter EndedSeptember 27,
    
    September 28,2007
    
    2006Product TypePeanuts
    
    
    20.6
    %
    
    
    20.4
    %Pecans
    
    
    22.8
    
    
    
    21.8Cashews & Mixed Nuts
    
    
    20.2
    
    
    
    21.9Walnuts
    
    
    13.2
    
    
    
    12.0Almonds
    
    
    12.6
    
    
    
    13.7Other
    
    
    10.6
    
    
    
    10.2Total
    
    
    100.0
    %
    
    
    100.0
    %
 16




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Gross Profit
   Operating Expenses
  17




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Loss from Operations
  Interest Expense
  Rental and Miscellaneous Expense, Net
  Income Taxes
  Net Loss
  LIQUIDITY AND CAPITAL RESOURCES
 General
    Plans To Continue as a Going Concern
  18




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
    
    $3.1 million increase in unfavorable labor and efficiency variances over first quarter
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 during the quarter;
    
    $1.4 million in estimated redundant manufacturing expenses as production activities
occurred at the existing Chicago area facilities while the manufacturing spending in the
new Elgin facility reflected increased production levels during the quarter; and
    
    $1.5 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.
     19




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Financing Arrangements
     20




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21




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Capital Expenditures
  Recent Accounting Pronouncements
   FORWARD LOOKING STATEMENTS
  22




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Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
  Managements Report on Internal Control over Financial Reporting
    23




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Remediation Plan for Material Weaknesses
  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
  The Companys Current Financing Arrangements, and the Classification of the Companys Debts, May
Have a Materially Adverse Effect on the Company
   24




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Item 6. Exhibits
  25




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SIGNATURE
  JOHN B. SANFILIPPO & SON, INCBy:
    /s/ Michael J. ValentineMichael J. ValentineChief Financial Officer and Group President 26




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EXHIBIT INDEX
 ExhibitNumber
    
    Description3.1
    
    Restated Certificate of Incorporation of Registrant(12)3.2
    
    Amended and restated Bylaws of Registrant, filed herewith4.1
    
    Specimen Common Stock Certificate(3)4.2
    
    Specimen Class A Common Stock Certificate(3)4.3
    
    Limited Waiver and Second Amendment to Note Purchase Agreement (the Note Agreement) in the amount of $65
million by the Company with The Prudential Insurance Company of America, Pruco Life Insurance Company,
American Skandia Life Assurance Corporation, Prudential Retirement Ceded Business Trust, ING Life Insurance
and Annuity Company, Farmers New World Life Insurance Company, Physicians Mutual Insurance Company,
Great-West Life & Annuity Insurance Company, The Great-West Life Assurance Company, United of Omaha Life
Insurance Company and Jefferson Pilot Financial Insurance Company (collectively the Noteholders) dated as
of July 25, 2006(18)4.4
    
    Note in the principal amount of $7,749,166.67 executed by the Company in favor of Prudential Insurance
Company of America, dated June 1, 2006(18)4.5
    
    Note in the principal amount of $1,945,555.56 executed by the Company in favor of Pruco Life Insurance
Company, dated June 1, 2006(18)4.6
    
    Note in the principal amount of $7,980,555.55 executed by the Company in favor of ING Life Insurance and
Annuity Company, dated June 1, 2006(18)4.7
    
    Note in the principal amount of $1,261,777.78 executed by the Company in favor of American Skandia Life
Insurance Corporation, dated June 1, 2006(18)4.8
    
    Note in the principal amount of $3,210,166.67 executed by the Company in favor of Prudential Retirement
Insurance and Annuity Company, dated June 1, 2006(18)4.9
    
    Note in the principal amount of $3,919,444.44 executed by the Company in favor of Farmers New World Life
Insurance Company, dated June 1, 2006(18)4.10
    
    Note in the principal amount of $2,266,666.79 executed by the Company in favor of How & Co., dated June 1,
2006(18)4.11
    
    Note in the principal amount of $9,444,444.44 executed by the Company in favor of Great-West Life & Annuity
Insurance Company, dated June 1, 2006(18)4.12
    
    Note in the principal amount of $9,444,444.44 executed by the Company in favor of Mac & Co., dated June 1,
2006(18)4.13
    
    Note in the principal amount of $4,722,222.22 executed by the Company in favor of Jefferson Pilot Financial
Insurance Company, dated June 1, 2006(18)4.14
    
    Note in the principal amount of $9,444,444.44 executed by the Company in favor of United of Omaha Life
Insurance Company, dated June 1, 2006(18)4.15
    
    Limited Waiver and Third Amendment to Note Purchase Agreement by and among the Company and the Noteholders,
dated May 31, 2007 and executed June 1, 2007(20)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)
 27




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##### Table of Contents



ExhibitNumber
    
    Description10.3
    
    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(20)10.17
    
    Form of Option Grant Agreement under 1998 Equity Incentive Plan(12)10.18
    
    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)
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##### Table of Contents



ExhibitNumber
    
    Description10.24
    
    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
    
    Amended and Restated Agreement by and among the Company, U.S. Bank National Association (USB), LaSalle Bank
National Association (LSB) and ING Capital LLC (ING) (collectively, the Lenders), dated July 25,
2006(17)10.26
    
    Line of Credit Note in the principal amount of $45.0 million executed by the Company in favor of USB, dated
July 25, 2006(17)10.27
    
    Line of Credit Note in the principal amount of $35.0 million executed by the Company in favor of LSB, dated
July 25, 2006(17)10.28
    
    Line of Credit Note in the principal amount of $20.0 million executed by the Company in favor of ING, dated
July 25, 2006(17)10.29
    
    Security Agreement by and between the Company and USB, in its capacity as Agent for the Lenders and
Noteholders, dated July 25, 2006(17)10.30
    
    Mortgage made by the Company related to its Elgin, Illinois property to USB, in its capacity as Agent for the
Lenders and Noteholders, dated July 25, 2006(17)10.31
    
    Deed of Trust made by the Company related to its Gustine, California property for the benefit of USB, in its
capacity as Agent for the Lenders and Noteholders, dated July 25, 2006(17)10.32
    
    Trademark License Agreement by and between the Company and USB, in its capacity as Agent for the Lenders and
Noteholders, dated July 25, 2006(17)10.33
    
    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(18)10.34
    
    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(18)10.35
    
    First Amendment to Amended and Restated Agreement by and among the Company and the Lenders, dated May 31,
2007 and executed June 1, 2007(19)10.36
    
    Sanfilippo Value Added Plan dated October 24, 2007(21)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
 29




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##### Table of Contents



(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 Registration Statement on Form S-3
(Amendment No. 2), Registration No. 333-112221, as filed with the Commission on March 10,
2004.(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 July
27, 2006 (Commission File No. 0-19681).(18)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated
September 20, 2006 (Commission File No. 0-19681).(19)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated June 1, 2007
(Commission File No. 0-19681).(20)
    
    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).(21)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated October 24,
2007 (Commission File No. 0-19681). 30