##### Table of Contents



UNITED STATES
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 December 24, 2009
 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 o
    
    Accelerated filer o
    
    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 DECEMBER 24, 2009
INDEX
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial StatementsConsolidated Statements of Operations for the quarters and twenty-six weeks ended December 24, 2009 and December 25, 2008
    
    
    3Consolidated Balance Sheets as of December 24, 2009, June 25, 2009 and December 25, 2008
    
    
    4Consolidated Statements of Cash Flows for the twenty-six weeks ended December 24, 2009 and December 25, 2008
    
    
    6Notes to Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    21Item 4. Controls and Procedures
    
    
    21PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    22Item 1A. Risk Factors
    
    
    22Item 4. Submission of Matters to a Vote of Security Holders
    
    
    22Item 6. Exhibits
    
    
    22SIGNATURE
    
    
    23EX-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 24,
    
    
    December 25,
    
    
    December 24,
    
    
    December 25,2009
    
    
    2008
    
    
    2009
    
    
    2008Net sales
    
    $
    180,070
    
    
    $
    177,755
    
    
    $
    306,882
    
    
    $
    312,579Cost of sales
    
    
    147,334
    
    
    
    153,209
    
    
    
    250,272
    
    
    
    273,849Gross profit
    
    
    32,736
    
    
    
    24,546
    
    
    
    56,610
    
    
    
    38,730Operating expenses:Selling expenses
    
    
    11,824
    
    
    
    10,379
    
    
    
    20,547
    
    
    
    18,362Administrative expenses
    
    
    5,530
    
    
    
    5,106
    
    
    
    10,971
    
    
    
    9,719Restructuring expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (332
    )Total operating expenses
    
    
    17,354
    
    
    
    15,485
    
    
    
    31,518
    
    
    
    27,749Income from operations
    
    
    15,382
    
    
    
    9,061
    
    
    
    25,092
    
    
    
    10,981Other expense:Interest expense ($270, $273, $540
and $548 to related parties)
    
    
    (1,339
    )
    
    
    (2,099
    )
    
    
    (2,786
    )
    
    
    (4,242
    )Rental and miscellaneous income
(expense), net
    
    
    (225
    )
    
    
    (411
    )
    
    
    (641
    )
    
    
    (605
    )Total other expense, net
    
    
    (1,564
    )
    
    
    (2,510
    )
    
    
    (3,427
    )
    
    
    (4,847
    )Income before income taxes
    
    
    13,818
    
    
    
    6,551
    
    
    
    21,665
    
    
    
    6,134Income tax expense
    
    
    4,998
    
    
    
    712
    
    
    
    8,079
    
    
    
    679Net income
    
    $
    8,820
    
    
    $
    5,839
    
    
    $
    13,586
    
    
    $
    5,455Other comprehensive income, net of tax:Adjustment for prior service cost and
actuarial gain amortization related to
retirement plan
    
    
    102
    
    
    
    103
    
    
    
    204
    
    
    
    206Net comprehensive income
    
    $
    8,922
    
    
    $
    5,942
    
    
    $
    13,790
    
    
    $
    5,661Basic earnings per common share
    
    $
    0.83
    
    
    $
    0.55
    
    
    $
    1.28
    
    
    $
    0.51Diluted earnings per common share
    
    $
    0.82
    
    
    $
    0.55
    
    
    $
    1.27
    
    
    $
    0.51
 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
   December 24,
    
    
    June 25,
    
    
    December 25,2009
    
    
    2009
    
    
    2008ASSETSCURRENT ASSETS:Cash
    
    $
    4,501
    
    
    $
    863
    
    
    $
    6,579Accounts receivable, less allowances of $3,744, $2,765 and $2,829
    
    
    40,613
    
    
    
    34,760
    
    
    
    48,350Inventories
    
    
    121,695
    
    
    
    106,289
    
    
    
    128,296Deferred income taxes
    
    
    4,530
    
    
    
    4,108
    
    
    
    2,722Prepaid expenses and other current assets
    
    
    1,384
    
    
    
    1,784
    
    
    
    2,448TOTAL CURRENT ASSETS
    
    
    172,723
    
    
    
    147,804
    
    
    
    188,395PROPERTY, PLANT AND EQUIPMENT:Land
    
    
    9,463
    
    
    
    9,463
    
    
    
    9,463Buildings
    
    
    101,086
    
    
    
    100,482
    
    
    
    100,008Machinery and equipment
    
    
    148,710
    
    
    
    150,266
    
    
    
    148,212Furniture and leasehold improvements
    
    
    3,885
    
    
    
    6,231
    
    
    
    6,213Vehicles
    
    
    603
    
    
    
    676
    
    
    
    667Construction in progress
    
    
    1,954
    
    
    
    1,734
    
    
    
    926265,701
    
    
    
    268,852
    
    
    
    265,489Less: Accumulated depreciation
    
    
    133,293
    
    
    
    134,648
    
    
    
    128,033132,408
    
    
    
    134,204
    
    
    
    137,456Rental investment property, less accumulated depreciation of
$4,009, $3,559 and $3,110
    
    
    31,691
    
    
    
    32,141
    
    
    
    32,590TOTAL PROPERTY, PLANT AND EQUIPMENT
    
    
    164,099
    
    
    
    166,345
    
    
    
    170,046Cash surrender value of officers life insurance and other assets
    
    
    7,608
    
    
    
    7,981
    
    
    
    8,256Brand name, less accumulated amortization of $7,565, $7,351 and $7,138
    
    
    355
    
    
    
    569
    
    
    
    782TOTAL ASSETS
    
    $
    344,785
    
    
    $
    322,699
    
    
    $
    367,479
 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 24,
    
    
    June 25,
    
    
    December 25,2009
    
    
    2009
    
    
    2008LIABILITIES & STOCKHOLDERS EQUITYCURRENT LIABILITIES:Revolving credit facility borrowings
    
    $
    4,933
    
    
    $
    33,232
    
    
    $
    55,141Current maturities of long-term debt, including
related party debt of $244, $234 and $225
    
    
    11,435
    
    
    
    11,690
    
    
    
    11,948Accounts payable, including related party payables of
$180, $687 and $592
    
    
    54,303
    
    
    
    23,479
    
    
    
    48,207Book overdraft
    
    
    7,759
    
    
    
    5,632
    
    
    
    6,409Accrued payroll and related benefits
    
    
    8,639
    
    
    
    8,713
    
    
    
    6,354Accrued workers compensation
    
    
    5,436
    
    
    
    5,159
    
    
    
    4,581Other accrued expenses
    
    
    6,736
    
    
    
    7,149
    
    
    
    7,291Income taxes payable
    
    
    2,639
    
    
    
    49
    
    
    
    31TOTAL CURRENT LIABILITIES
    
    
    101,880
    
    
    
    95,103
    
    
    
    139,962LONG-TERM LIABILITIES:Long-term debt, less current maturities, including
related party debt of $13,285, $13,410 and $13,529
    
    
    47,660
    
    
    
    49,016
    
    
    
    50,910Retirement plan
    
    
    8,132
    
    
    
    8,095
    
    
    
    8,252Deferred income taxes
    
    
    6,212
    
    
    
    3,634
    
    
    
    3,398Other
    
    
    1,292
    
    
    
    1,352
    
    
    
    1,412TOTAL LONG-TERM LIABILITIES
    
    
    63,296
    
    
    
    62,097
    
    
    
    63,972COMMITMENTS 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, 8,161,349, 8,140,599 and 8,140,599 shares
issued and outstanding
    
    
    82
    
    
    
    81
    
    
    
    81Capital in excess of par value
    
    
    101,438
    
    
    
    101,119
    
    
    
    100,917Retained earnings
    
    
    81,763
    
    
    
    68,177
    
    
    
    66,713Accumulated other comprehensive loss
    
    
    (2,496
    )
    
    
    (2,700
    )
    
    
    (2,988
    )Treasury stock, at cost; 117,900 shares of Common Stock
    
    
    (1,204
    )
    
    
    (1,204
    )
    
    
    (1,204
    )TOTAL STOCKHOLDERS EQUITY
    
    
    179,609
    
    
    
    165,499
    
    
    
    163,545TOTAL LIABILITIES & STOCKHOLDERS EQUITY
    
    $
    344,785
    
    
    $
    322,699
    
    
    $
    367,479
 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 Twenty-six Weeks EndedDecember 24,
    
    
    December 25,2009
    
    
    2008CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    13,586
    
    
    $
    5,455Depreciation and amortization
    
    
    7,833
    
    
    
    8,090Loss on disposition of properties
    
    
    58
    
    
    
    145Deferred income tax expense
    
    
    2,156
    
    
    
    676Stock-based compensation expense
    
    
    177
    
    
    
    71Change in current assets and current liabilities:Accounts receivable, net
    
    
    (5,853
    )
    
    
    (13,926
    )Inventories
    
    
    (15,406
    )
    
    
    (1,264
    )Prepaid expenses and other current assets
    
    
    400
    
    
    
    (856
    )Accounts payable
    
    
    30,824
    
    
    
    22,852Accrued expenses
    
    
    (210
    )
    
    
    (1,209
    )Income taxes payable
    
    
    2,590
    
    
    
    253Other operating assets
    
    
    (47
    )
    
    
    601Net cash provided by operating activities
    
    
    36,108
    
    
    
    20,888CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property, plant and equipment
    
    
    (4,557
    )
    
    
    (2,508
    )Proceeds from disposition of properties
    
    
    3
    
    
    
    90Cash surrender value of officers life insurance
    
    
    (133
    )
    
    
    (198
    )Net cash used in investing activities
    
    
    (4,687
    )
    
    
    (2,616
    )CASH FLOWS FROM FINANCING ACTIVITIESBorrowings under revolving credit facility
    
    
    92,180
    
    
    
    87,091Repayments of revolving credit borrowings
    
    
    (120,479
    )
    
    
    (99,898
    )Principal payments on long-term debt
    
    
    (1,754
    )
    
    
    (1,749
    )Increase in book overdraft
    
    
    2,127
    
    
    
    2,111Issuance of Common Stock under option plans
    
    
    116
    
    
    
    36Tax benefit of stock options exercised
    
    
    27
    
    
    
    Net cash used in financing activities
    
    
    (27,783
    )
    
    
    (12,409
    )NET INCREASE IN CASH
    
    
    3,638
    
    
    
    5,863Cash, beginning of period
    
    
    863
    
    
    
    716Cash, end of period
    
    $
    4,501
    
    
    $
    6,579SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:Capital lease obligations incurred
    
    
    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  Accounts Receivable
  Note 3  Inventories
  December 24,
    
    
    June 25,
    
    
    December 25,2009
    
    
    2009
    
    
    2008Raw material and supplies
    
    $
    75,621
    
    
    $
    50,525
    
    
    $
    74,862Work-in-process and finished goods
    
    
    46,074
    
    
    
    55,764
    
    
    
    53,434Inventories
    
    $
    121,695
    
    
    $
    106,289
    
    
    $
    128,296
 Note 4  Income Taxes
   7




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Note 5  Earnings Per Common Share
  For the Twenty-six WeeksFor the Quarter Ended
    
    
    EndedDecember 24,
    
    
    December 25,
    
    
    December 24,
    
    
    December 25,2009
    
    
    2008
    
    
    2009
    
    
    2008Weighted average shares outstanding  basic
    
    
    10,636,804
    
    
    
    10,618,587
    
    
    
    10,629,323
    
    
    
    10,616,356Effect of dilutive securities:Stock options and restricted stock units
    
    
    91,673
    
    
    
    8,316
    
    
    
    67,278
    
    
    
    27,104Weighted average shares outstanding  diluted
    
    
    10,728,477
    
    
    
    10,626,903
    
    
    
    10,696,601
    
    
    
    10,643,460
  Note 6  Stock-Based Compensation
   8




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WeightedAverageWeighted
    
    
    RemainingAverage
    
    
    Contractual
    
    
    AggregateOptions
    
    Shares
    
    
    Exercise Price
    
    
    Term
    
    
    Intrinsic ValueOutstanding, at June 25, 2009
    
    
    381,940
    
    
    $
    11.97Activity:Granted
    
    
    1,500
    
    
    
    15.30Exercised
    
    
    (20,750
    )
    
    
    5.58Forfeited
    
    
    (25,500
    )
    
    
    18.26Outstanding, at December 24, 2009
    
    
    337,190
    
    
    $
    11.91
    
    
    
    4.93
    
    
    $
    1,477Exercisable, at December 24, 2009
    
    
    279,940
    
    
    $
    12.55
    
    
    
    4.42
    
    
    $
    1,103
    Twenty-sixWeeks EndedDecember 24,2009Weighted average expected stock-price volatility
    
    
    53.27
    %Average risk-free rate
    
    
    3.04
    %Average dividend yield
    
    
    0.00
    %Weighted average expected option life (in years)
    
    
    6.25Forfeiture percentage
    
    
    5.00
    %
 Note 7  Retirement Plan
  For the Quarter Ended
    
    
    For the Twenty-six Weeks EndedDecember 24,
    
    
    December 25,
    
    
    December 24,
    
    
    December 25,2009
    
    
    2008
    
    
    2009
    
    
    2008Service cost
    
    $
    36
    
    
    $
    34
    
    
    $
    72
    
    
    $
    69Interest cost
    
    
    146
    
    
    
    141
    
    
    
    292
    
    
    
    281Amortization of prior service cost
    
    
    239
    
    
    
    240
    
    
    
    478
    
    
    
    479Amortization of gain
    
    
    (83
    )
    
    
    (81
    )
    
    
    (166
    )
    
    
    (162
    )Net periodic benefit cost
    
    $
    338
    
    
    $
    334
    
    
    $
    676
    
    
    $
    667
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Note 8  Distribution Channel and Product Type Sales Mix
   For the Quarter Ended
    
    
    For the Twenty-six Weeks EndedDecember 24,
    
    
    December 25,
    
    
    December 24,
    
    
    December 25,Distribution Channel
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Consumer
    
    $
    117,313
    
    
    $
    104,025
    
    
    $
    191,608
    
    
    $
    179,135Industrial
    
    
    20,634
    
    
    
    23,500
    
    
    
    38,017
    
    
    
    44,498Food Service
    
    
    14,618
    
    
    
    17,960
    
    
    
    29,286
    
    
    
    35,972Contract Packaging
    
    
    14,850
    
    
    
    16,737
    
    
    
    28,568
    
    
    
    29,773Export
    
    
    12,655
    
    
    
    15,533
    
    
    
    19,403
    
    
    
    23,201Total
    
    $
    180,070
    
    
    $
    177,755
    
    
    $
    306,882
    
    
    $
    312,579The following summarizes sales by product type as a percentage of total gross sales. The
information is based upon gross sales, rather than net sales, because certain adjustments, such as
promotional discounts, are not allocable to product type.For the Quarter Ended
    
    
    For the Twenty-six Weeks EndedDecember 24,
    
    
    December 25,
    
    
    December 24,
    
    
    December 25,Product Type
    
    2009
    
    
    2008
 
    
    2009
    
    
    2008Peanuts
    
    
    16.9
    %
    
    
    18.6
    %
    
    
    19.0
    %
    
    
    19.9
    %Pecans
    
    
    24.0
    
    
    
    23.2
    
    
    
    21.2
    
    
    
    22.3Cashews & Mixed Nuts
    
    
    22.3
    
    
    
    22.7
    
    
    
    22.2
    
    
    
    22.0Walnuts
    
    
    12.2
    
    
    
    15.4
    
    
    
    11.8
    
    
    
    14.2Almonds
    
    
    10.5
    
    
    
    9.2
    
    
    
    10.6
    
    
    
    10.4Other
    
    
    14.1
    
    
    
    10.9
    
    
    
    15.2
    
    
    
    11.2Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
 Note 9  Comprehensive Income
  Note 10 Commitments and Contingencies
  Note 11 Product Recall
    10




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Note 12  Fair Value of Financial Instruments
  Note 13 Recent Accounting Pronouncements
     11




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Fisher, Flavor Tree, Sunshine Country Texas Pride
   QUARTERLY HIGHLIGHTS
   12




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RESULTS OF OPERATIONS
 Net Sales
   For the Quarter Ended
    
    
    For the Twenty-six Weeks EndedDecember 24,
    
    
    December 25,
    
    
    December 24,
    
    
    December 25,Distribution Channel
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Consumer
    
    $
    117,313
    
    
    $
    104,025
    
    
    $
    191,608
    
    
    $
    179,135Industrial
    
    
    20,634
    
    
    
    23,500
    
    
    
    38,017
    
    
    
    44,498Food Service
    
    
    14,618
    
    
    
    17,960
    
    
    
    29,286
    
    
    
    35,972Contract Packaging
    
    
    14,850
    
    
    
    16,737
    
    
    
    28,568
    
    
    
    29,773Export
    
    
    12,655
    
    
    
    15,533
    
    
    
    19,403
    
    
    
    23,201Total
    
    $
    180,070
    
    
    $
    177,755
    
    
    $
    306,882
    
    
    $
    312,579The following table summarizes sales by product type as a percentage of total gross sales. The
information is based upon gross sales, rather than net sales, because certain adjustments, such as
promotional discounts, are not allocable to product type.For the Quarter Ended
    
    
    For the Twenty-six Weeks EndedDecember 24,
    
    
    December 25,
 
    
    December 24,
    
    
    December 25,Product Type
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Peanuts
    
    
    16.9
    %
    
    
    18.6
    %
    
    
    19.0
    %
    
    
    19.9
    %Pecans
    
    
    24.0
    
    
    
    23.2
    
    
    
    21.2
    
    
    
    22.3Cashews & Mixed Nuts
    
    
    22.3
    
    
    
    22.7
    
    
    
    22.2
    
    
    
    22.0Walnuts
    
    
    12.2
    
    
    
    15.4
    
    
    
    11.8
    
    
    
    14.2Almonds
    
    
    10.5
    
    
    
    9.2
    
    
    
    10.6
    
    
    
    10.4Other
    
    
    14.1
    
    
    
    10.9
    
    
    
    15.2
    
    
    
    11.2Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
  13




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Gross Profit
  Operating Expenses
    14




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Income from Operations
  Interest Expense
  Rental and Miscellaneous Expense, Net
  Income Tax Expense
  Net Income
  15




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LIQUIDITY AND CAPITAL RESOURCES
 General
        Real Estate Matters
   16




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Financing Arrangements
     17




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Capital Expenditures
  Recent Accounting Pronouncements
  18




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FORWARD LOOKING STATEMENTS
  19




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20




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Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
   21




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PART IIOTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 6. Exhibits
  22




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SIGNATURE
  JOHN B. SANFILIPPO & SON, INC.By:
    /s/ Michael J. ValentineMichael J. ValentineChief Financial Officer and Group President 23




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description1-2
    
    Not applicable3.1
    
    Restated Certificate of Incorporation of Registrant(19)3.2
    
    Amended and Restated Bylaws of Registrant(18)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(15)10.13
    
    Form of Option Grant Agreement under 1998 Equity Incentive Plan(9)10.14
    
    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(10)10.15
    
    Assignment and Assumption Agreement, dated March 28, 2006, by and between JBSS Properties,
LLC and the City of Elgin, Illinois(11)10.16
    
    Agreement of Purchase and Sale between the Company and Prologis(12)10.17
    
    Lease Agreement between the Company, as Tenant, and Palmtree Acquisition Corporation, as
Landlord for property at 3001 Malmo Drive, Arlington Heights, Illinois(13)
 24




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##### Table of Contents



ExhibitNumber
    
    Description10.18
    
    Lease Agreement between the Company, as Tenant, and Palmtree Acquisition Corporation, as
Landlord for property at 1851 Arthur Avenue, Elk Grove Village, Illinois(13)10.19
    
    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(14)10.20
    
    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(14)10.21
    
    Sanfilippo Value Added Plan, dated October 24, 2007(16)10.22
    
    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(17)10.23
    
    Security Agreement, dated as of February 7, 2008, by the Company in favor of WFF, as
administrative agent for the lenders(17)10.24
    
    Loan Agreement, dated as of February 7, 2008, by and between the Company and Transamerica
Financial Life Insurance Company (TFLIC)(17)10.25
    
    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(17)10.26
    
    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(17)10.27
    
    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(17)10.28
    
    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(17)10.29
    
    Promissory Note (Tranche A), dated February 7, 2008, in the principal amount of $36.0
million executed by the Company in favor of TFLIC(17)10.30
    
    Promissory Note (Tranche B) dated February 7, 2008, in the principal amount of $9.0
million executed by the Company in favor of TFLIC(17)10.31
    
    First Amendment to the Registrants 2008 Equity Incentive Plan(20)10.32
    
    The Registrants 2008 Equity Incentive Plan, as amended(20)10.33
    
    The Registrants Employee Restricted Stock Unit Award Agreement(21)10.34
    
    The Registrants Non-Employee Director Restricted Stock Unit Award Agreement(21)10.35
    
    Form of Indemnification Agreement(22)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). 25




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##### Table of Contents



(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 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 Quarterly Report on Form 10-Q for the
second quarter ended December 29, 2005 (Commission File No. 0-19681).(11)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated March
28, 2006 (Commission File No. 0-19681).(12)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated May 11,
2006 (Commission File No. 0-19681).(13)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated July 14,
2006 (Commission File No. 0-19681).(14)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated
September 20, 2006 (Commission File No. 0-19681).(15)
    
    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).(16)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated October
24, 2007 (Commission File No. 0-19681).(17)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated
February 7, 2008 (Commission File No. 0-19681).(18)
    
    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).(19)
    
    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).(20)
    
    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).(21)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated
November 13, 2008 (Commission File No. 0-19681).(22)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated
April 29, 2009 (Commission File No. 0-19681). 26