##### 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 1934For the quarterly period ended March 24, 2011ORo
    
    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)
 (847) 289-1800(Registrants Telephone Number,
Including Area Code)
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
o Yes  þ No




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##### 



JOHN B. SANFILIPPO & SON, INC.
FORM 10-Q
FOR THE QUARTER ENDED MARCH 24, 2011
INDEX
  
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial Statements (Unaudited)Consolidated Statements of Operations for the Quarters and Thirty-nine Weeks Ended March 24,
2011 and March 25, 2010 (Unaudited)
    
    
    3Consolidated Balance Sheets as of March 24, 2011, June 24, 2010 and March 25, 2010 (Unaudited)
    
    
    4Consolidated Statements of Cash Flows for the Thirty-nine Weeks Ended March 24, 2011 and
March 25, 2010 (Unaudited)
    
    
    6Notes to Consolidated Financial Statements (Unaudited)
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    25Item 4. Controls and Procedures
    
    
    25PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    26Item 1A. Risk Factors
    
    
    26Item 6. Exhibits
    
    
    27SIGNATURE
    
    
    28EX-31.1EX-31.2EX-32.1EX-32.2
  2




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##### Table of Contents



PART IFINANCIAL INFORMATION
 
 Item 1. Financial Statements
 JOHN B. SANFILIPPO & SON, INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 For the Quarter Ended
    
    
    For the Thirty-nine Weeks EndedMarch 24,
    
    
    March 25,
    
    
    March 24,
    
    
    March 25,2011
    
    
    2010
    
    
    2011
    
    
    2010Net sales
    
    $
    137,442
    
    
    $
    113,194
    
    
    $
    507,830
    
    
    $
    420,076Cost of sales
    
    
    127,456
    
    
    
    99,641
    
    
    
    450,067
    
    
    
    349,913Gross profit
    
    
    9,986
    
    
    
    13,553
    
    
    
    57,763
    
    
    
    70,163Operating expenses:Selling expenses
    
    
    10,985
    
    
    
    8,629
    
    
    
    32,972
    
    
    
    29,176Administrative expenses
    
    
    6,602
    
    
    
    6,324
    
    
    
    19,019
    
    
    
    17,295Total operating expenses
    
    
    17,587
    
    
    
    14,953
    
    
    
    51,991
    
    
    
    46,471(Loss) income from operations
    
    
    (7,601
    )
    
    
    (1,400
    )
    
    
    5,772
    
    
    
    23,692Other expense:Interest expense ($263, $268, $793
and $808 to related parties)
    
    
    (1,657
    )
    
    
    (1,366
    )
    
    
    (4,747
    )
    
    
    (4,152
    )Rental and miscellaneous expense, net
    
    
    (277
    )
    
    
    (285
    )
    
    
    (784
    )
    
    
    (926
    )Total other expense, net
    
    
    (1,934
    )
    
    
    (1,651
    )
    
    
    (5,531
    )
    
    
    (5,078
    )(Loss) income before income taxes
    
    
    (9,535
    )
    
    
    (3,051
    )
    
    
    241
    
    
    
    18,614Income tax (benefit) expense
    
    
    (3,910
    )
    
    
    (1,151
    )
    
    
    (385
    )
    
    
    6,928Net (loss) income
    
    $
    (5,625
    )
    
    $
    (1,900
    )
    
    $
    626
    
    
    $
    11,686Other comprehensive income, net of tax:Adjustment for prior service cost and actuarial gain amortization related to
retirement plan
    
    
    120
    
    
    
    101
    
    
    
    361
    
    
    
    305Net comprehensive (loss) income
    
    $
    (5,505
    )
    
    $
    (1,799
    )
    
    $
    987
    
    
    $
    11,991Basic (loss) earnings per common share
    
    $
    (0.53
    )
    
    $
    (0.18
    )
    
    $
    0.06
    
    
    $
    1.10Diluted (loss) earnings per common share
    
    $
    (0.53
    )
    
    $
    (0.18
    )
    
    $
    0.06
    
    
    $
    1.09
 The accompanying notes are an integral part of these consolidated financial statements.
 3




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##### Table of Contents



CONSOLIDATED BALANCE SHEETS
 March 24,
    
    
    June 24,
    
    
    March 25,2011
    
    
    2010
    
    
    2010ASSETSCURRENT ASSETS:Cash
    
    $
    798
    
    
    $
    1,437
    
    
    $
    754Accounts receivable (less allowances of
$4,085, $2,071 and $3,078)
    
    
    39,925
    
    
    
    39,894
    
    
    
    35,088Inventories
    
    
    158,048
    
    
    
    114,360
    
    
    
    124,574Income taxes receivable
    
    
    1,494
    
    
    
    104
    
    
    
    Deferred income taxes
    
    
    4,572
    
    
    
    4,486
    
    
    
    4,905Prepaid expenses and other current assets
    
    
    3,464
    
    
    
    4,499
    
    
    
    4,020TOTAL CURRENT ASSETS
    
    
    208,301
    
    
    
    164,780
    
    
    
    169,341PROPERTY, PLANT AND EQUIPMENT:Land
    
    
    9,463
    
    
    
    9,463
    
    
    
    9,463Buildings
    
    
    101,888
    
    
    
    101,421
    
    
    
    101,135Machinery and equipment
    
    
    157,817
    
    
    
    155,796
    
    
    
    150,378Furniture and leasehold improvements
    
    
    4,076
    
    
    
    3,969
    
    
    
    3,893Vehicles
    
    
    505
    
    
    
    632
    
    
    
    603Construction in progress
    
    
    647
    
    
    
    2,033
    
    
    
    1,530274,396
    
    
    
    273,314
    
    
    
    267,002Less: Accumulated depreciation
    
    
    148,831
    
    
    
    140,353
    
    
    
    136,345125,565
    
    
    
    132,961
    
    
    
    130,657Rental investment property (less
accumulated depreciation of $5,133,
$4,458 and $4,234)
    
    
    30,567
    
    
    
    31,242
    
    
    
    31,466TOTAL PROPERTY, PLANT AND EQUIPMENT
    
    
    156,132
    
    
    
    164,203
    
    
    
    162,123Cash surrender value of officers life
insurance and other assets
    
    
    7,168
    
    
    
    7,723
    
    
    
    7,917Goodwill
    
    
    5,662
    
    
    
    5,454
    
    
    
    Intangible assets
    
    
    14,432
    
    
    
    16,121
    
    
    
    249TOTAL ASSETS
    
    $
    391,695
    
    
    $
    358,281
    
    
    $
    339,630
 The accompanying notes are an integral part of these consolidated financial statements.
 4




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##### Table of Contents



JOHN B. SANFILIPPO & SON, INC.

CONSOLIDATED BALANCE SHEETS
 March 24,
    
    
    June 24,
    
    
    March 25,2011
    
    
    2010
    
    
    2010LIABILITIES & STOCKHOLDERS EQUITYCURRENT LIABILITIES:Revolving credit facility borrowings
    
    $
    72,850
    
    
    $
    40,437
    
    
    $
    24,368Current maturities of long-term debt(
including related party debt of $269, $253
and $248)
    
    
    14,835
    
    
    
    15,549
    
    
    
    11,297Accounts payable( including related party
payables of $24, $301 and $184)
    
    
    35,307
    
    
    
    29,625
    
    
    
    30,326Book overdraft
    
    
    7,771
    
    
    
    2,061
    
    
    
    6,284Accrued payroll and related benefits
    
    
    6,419
    
    
    
    10,613
    
    
    
    11,496Accrued workers compensation
    
    
    4,993
    
    
    
    5,254
    
    
    
    5,542Other accrued expenses
    
    
    12,313
    
    
    
    12,092
    
    
    
    8,486Income taxes payable
    
    
    
    
    
    
    
    
    
    
    1,817TOTAL CURRENT LIABILITIES
    
    
    154,488
    
    
    
    115,631
    
    
    
    99,616LONG-TERM LIABILITIES:Long-term debt, less current maturities
(including related party debt of $12,953,
$13,156 and $13,222)
    
    
    40,141
    
    
    
    42,680
    
    
    
    46,917Retirement plan
    
    
    10,055
    
    
    
    9,951
    
    
    
    8,150Deferred income taxes
    
    
    4,370
    
    
    
    4,569
    
    
    
    5,694Other
    
    
    1,149
    
    
    
    5,556
    
    
    
    1,261TOTAL LONG-TERM LIABILITIES
    
    
    55,715
    
    
    
    62,756
    
    
    
    62,022COMMITMENTS 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, 8,182,580,
8,166,849 and 8,166,849 shares issued
    
    
    82
    
    
    
    82
    
    
    
    82Capital in excess of par value
    
    
    102,398
    
    
    
    101,787
    
    
    
    101,620Retained earnings
    
    
    83,228
    
    
    
    82,602
    
    
    
    79,863Accumulated other comprehensive loss
    
    
    (3,038
    )
    
    
    (3,399
    )
    
    
    (2,395
    )Treasury stock, at cost; 117,900 shares of
Common Stock
    
    
    (1,204
    )
    
    
    (1,204
    )
    
    
    (1,204
    )TOTAL STOCKHOLDERS EQUITY
    
    
    181,492
    
    
    
    179,894
    
    
    
    177,992TOTAL LIABILITIES & STOCKHOLDERS EQUITY
    
    $
    391,695
    
    
    $
    358,281
    
    
    $
    339,630
 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 Thirty-nine Weeks EndedMarch 24, 2011
    
    
    March 25, 2010CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    626
    
    
    $
    11,686Depreciation and amortization
    
    
    12,776
    
    
    
    11,708Loss (gain) on disposition of properties
    
    
    774
    
    
    
    (80
    )Deferred income tax (benefit) expense
    
    
    (285
    )
    
    
    1,263Stock-based compensation expense
    
    
    524
    
    
    
    324Change in current assets and current liabilities:Accounts receivable, net
    
    
    (127
    )
    
    
    (3,820
    )Inventories
    
    
    (43,685
    )
    
    
    (18,285
    )Prepaid expenses and other current assets
    
    
    1,035
    
    
    
    1,256Accounts payable
    
    
    5,682
    
    
    
    6,847Accrued expenses
    
    
    (4,234
    )
    
    
    4,503Income taxes payable/receivable
    
    
    (1,390
    )
    
    
    1,768Change in other long-term liabilities
    
    
    (4,407
    )
    
    
    (91
    )Other, net
    
    
    1,302
    
    
    
    (425
    )Net cash (used in) provided by operating activities
    
    
    (31,409
    )
    
    
    16,654CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property, plant and equipment
    
    
    (3,846
    )
    
    
    (6,098
    )Proceeds from disposition of properties
    
    
    169
    
    
    
    141Final payment related to purchase of assets of Orchard
Valley Harvest, Inc.
    
    
    (115
    )
    
    
    Cash surrender value of officers life insurance
    
    
    (127
    )
    
    
    (134
    )Net cash used in investing activities
    
    
    (3,919
    )
    
    
    (6,091
    )CASH FLOWS FROM FINANCING ACTIVITIES:Borrowings under revolving credit facility
    
    
    217,758
    
    
    
    154,768Repayments of revolving credit borrowings
    
    
    (185,345
    )
    
    
    (163,632
    )Principal payments on long-term debt
    
    
    (3,520
    )
    
    
    (2,638
    )Increase in book overdraft
    
    
    5,710
    
    
    
    652Issuance of Common Stock under option plans
    
    
    81
    
    
    
    157Tax benefit of stock options exercised
    
    
    5
    
    
    
    21Net cash provided by (used in) financing activities
    
    
    34,689
    
    
    
    (10,672
    )NET DECREASE IN CASH
    
    
    (639
    )
    
    
    (109
    )Cash, beginning of period
    
    
    1,437
    
    
    
    863Cash, end of period
    
    $
    798
    
    
    $
    754Supplemental disclosures of cash flow information:Capital lease obligations incurred
    
    
    267
    
    
    
    146
 The accompanying notes are an integral part of these consolidated financial statements.
 6




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JOHN B. SANFILIPPO & SON, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Note 1  Basis of Presentation
     Note 2  Inventories
  March 24,
    
    
    June 24,
    
    
    March 25,2011
    
    
    2010
    
    
    2010Raw material and supplies
    
    $
    96,382
    
    
    $
    54,990
    
    
    $
    76,297Work-in-process and finished goods
    
    
    61,666
    
    
    
    59,370
    
    
    
    48,277Inventories
    
    $
    158,048
    
    
    $
    114,360
    
    
    $
    124,574
 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 names (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 retail sales greater than $43,000
    
    
    2,500Calendar 2010 and calendar 2011 net retail sales greater than $105,000
    
    
    2,500Total
    
    $
    10,079
   8




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##### Table of Contents



Note 4  Goodwill and Intangible Assets
   March 24,
    
    
    June 24,
    
    
    March 25,2011
    
    
    2010
    
    
    2010Customer 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
    
    
    (1,281
    )
    
    
    (146
    )
    
    
    Non-compete agreement
    
    
    (428
    )
    
    
    (43
    )
    
    
    Brand names
    
    
    (7,949
    )
    
    
    (7,780
    )
    
    
    (7,671
    )Total accumulated amortization
    
    
    (9,658
    )
    
    
    (7,969
    )
    
    
    (7,671
    )Net intangible assets
    
    $
    14,432
    
    
    $
    16,121
    
    
    $
    249
   Note 5  Primary Financing Facilities
   Note 6  Income Taxes
  9




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Note 7  Earnings Per Common Share
  For the Quarter Ended
    
    
    For the Thirty-nine Weeks EndedMarch 24,
    
    
    March 25,
    
    
    March 24,
    
    
    March 25,2011
    
    
    2010
    
    
    2011
    
    
    2010Weighted average shares outstanding 
basic
    
    
    10,676,192
    
    
    
    10,642,304
    
    
    
    10,667,786
    
    
    
    10,633,655Effect of dilutive securities:Stock options and restricted stock units
    
    
    
    
    
    
    
    
    
    
    98,274
    
    
    
    80,731Weighted average shares outstanding 
diluted
    
    
    10,676,192
    
    
    
    10,642,304
    
    
    
    10,766,060
    
    
    
    10,714,386
  Note 8  Incentive Plans
  10




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WeightedAverageWeighted
    
    
    RemainingAverage
    
    
    Contractual
    
    
    AggregateOptions
    
    Shares
    
    
    Exercise Price
    
    
    Term
    
    
    Intrinsic ValueOutstanding, at June 24, 2010
    
    
    327,690
    
    
    $
    12.08Activity:Granted
    
    
    1,000
    
    
    
    14.73Exercised
    
    
    (13,065
    )
    
    
    6.42Forfeited
    
    
    (27,750
    )
    
    
    15.79Outstanding, at March 24, 2011
    
    
    287,875
    
    
    $
    11.99
    
    
    
    4.11
    
    
    $
    578Exercisable, at March 24, 2011
    
    
    265,125
    
    
    $
    12.26
    
    
    
    3.86
    
    
    $
    503
   Thirty-nine
    
    
    Thirty-nineWeeks Ended
    
    
    Weeks EndedMarch 24,
    
    
    March 25,2011
    
    
    2010Weighted 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 Grant DateOptions
    
    Shares
    
    
    Fair ValueNon-vested at June 24, 2010
    
    
    57,125
    
    
    $
    4.83Activity:Granted
    
    
    1,000
    
    
    
    6.71Vested
    
    
    (35,375
    )
    
    
    4.89Forfeited
    
    
    
    
    
    
    Non-vested, at March 24, 2011
    
    
    22,750
    
    
    $
    4.82
  WeightedAverage Grant DateRestricted Stock Units
    
    Shares
    
    
    Fair ValueOutstanding at June 24, 2010
    
    
    107,500
    
    
    $
    10.53Activity:Granted
    
    
    85,500
    
    
    
    12.30Exercised
    
    
    (2,666
    )
    
    
    9.13Forfeited
    
    
    (2,834
    )
    
    
    11.54Outstanding at March 24, 2011
    
    
    187,500
    
    
    $
    11.34
   March 24,2011Weighted average expected stock-price volatility
    
    
    49.02
    %Average risk-free rate
    
    
    3.27
    %Average dividend yield
    
    
    0.00
    %Weighted average expected remaining life (in years)
    
    
    9.25Forfeiture percentage
    
    
    0.00
    %
  Note 9  Retirement Plan
  12




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For the Quarter Ended
    
    
    For the Thirty-nine Weeks EndedMarch 24,
    
    
    March 25,
    
    
    March 24,
    
    
    March 25,2011
    
    
    2010
    
    
    2011
    
    
    2010Service cost
    
    $
    53
    
    
    $
    36
    
    
    $
    161
    
    
    $
    108Interest cost
    
    
    145
    
    
    
    146
    
    
    
    433
    
    
    
    438Amortization of prior service cost
    
    
    239
    
    
    
    239
    
    
    
    718
    
    
    
    717Amortization of gain
    
    
    (54
    )
    
    
    (83
    )
    
    
    (162
    )
    
    
    (249
    )Net periodic benefit cost
    
    $
    383
    
    
    $
    338
    
    
    $
    1,150
    
    
    $
    1,014
 Note 10  Distribution Channel and Product Type Sales Mix
   For the Quarter Ended
    
    
    For the Thirty-nine Weeks EndedMarch 24,
    
    
    March 25,
    
    
    March 24,
    
    
    March 25,Distribution Channel
    
    2011
    
    
    2010
    
    
    2011
    
    
    2010Consumer
    
    $
    82,775
    
    
    $
    62,074
    
    
    $
    320,525
    
    
    $
    253,682Industrial
    
    
    17,934
    
    
    
    17,079
    
    
    
    63,567
    
    
    
    55,096Food Service
    
    
    14,716
    
    
    
    13,970
    
    
    
    51,219
    
    
    
    43,256Contract Packaging
    
    
    12,240
    
    
    
    11,158
    
    
    
    45,916
    
    
    
    39,726Export
    
    
    9,777
    
    
    
    8,913
    
    
    
    26,603
    
    
    
    28,316Total
    
    $
    137,442
    
    
    $
    113,194
    
    
    $
    507,830
    
    
    $
    420,076
  For the Quarter Ended
    
    
    For the Thirty-nine Weeks EndedMarch 24,
    
    
    March 25,
    
    
    March 24,
    
    
    March 25,Product Type
    
    2011
    
    
    2010
    
    
    2011
    
    
    2010Peanuts
    
    
    17.5
    %
    
    
    21.8
    %
    
    
    15.6
    %
    
    
    19.8
    %Pecans
    
    
    16.0
    
    
    
    16.1
    
    
    
    20.1
    
    
    
    19.8Cashews & Mixed Nuts
    
    
    21.8
    
    
    
    21.4
    
    
    
    20.5
    
    
    
    21.7Walnuts
    
    
    11.5
    
    
    
    12.5
    
    
    
    12.4
    
    
    
    12.0Almonds
    
    
    14.3
    
    
    
    12.2
    
    
    
    13.2
    
    
    
    11.1Other
    
    
    18.9
    
    
    
    16.0
    
    
    
    18.2
    
    
    
    15.6Total
    
    
    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 Recalls
    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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##### Table of Contents



QUARTERLY HIGHLIGHTS
       17




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RESULTS OF OPERATIONS
 Net Sales
  For the Quarter Ended
    
    
    For the Thirty-nine Weeks EndedMarch 24,
    
    
    March 25,
    
    
    March 24,
    
    
    March 25,Distribution Channel
    
    2011
    
    
    2010
    
    
    2011
    
    
    2010Consumer
    
    $
    82,775
    
    
    $
    62,074
    
    
    $
    320,525
    
    
    $
    253,682Industrial
    
    
    17,934
    
    
    
    17,079
    
    
    
    63,567
    
    
    
    55,096Food Service
    
    
    14,716
    
    
    
    13,970
    
    
    
    51,219
    
    
    
    43,256Contract Packaging
    
    
    12,240
    
    
    
    11,158
    
    
    
    45,916
    
    
    
    39,726Export
    
    
    9,777
    
    
    
    8,913
    
    
    
    26,603
    
    
    
    28,316Total
    
    $
    137,442
    
    
    $
    113,194
    
    
    $
    507,830
    
    
    $
    420,076The 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 Thirty-nine Weeks EndedMarch 24,
    
    
    March 25,
    
    
    March 24,
    
    
    March 25,Product Type
    
    2011
    
    
    2010
    
    
    2011
    
    
    2010Peanuts
    
    
    17.5
    %
    
    
    21.8
    %
    
    
    15.6
    %
    
    
    19.8
    %Pecans
    
    
    16.0
    
    
    
    16.1
    
    
    
    20.1
    
    
    
    19.8Cashews & Mixed Nuts
    
    
    21.8
    
    
    
    21.4
    
    
    
    20.5
    
    
    
    21.7Walnuts
    
    
    11.5
    
    
    
    12.5
    
    
    
    12.4
    
    
    
    12.0Almonds
    
    
    14.3
    
    
    
    12.2
    
    
    
    13.2
    
    
    
    11.1Other
    
    
    18.9
    
    
    
    16.0
    
    
    
    18.2
    
    
    
    15.6Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
     18




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Gross Profit
  Operating Expenses
   19




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(Loss) Income from Operations
  Interest Expense
  Rental and Miscellaneous Expense, Net
  Income Tax (Benefit) Expense
  Net (Loss) Income
  20




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##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES
 General
        Real Estate Matters
  21




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Financing Arrangements
     22




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23




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Capital Expenditures
  FORWARD LOOKING STATEMENTS
  24




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Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
   25




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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
  We Cannot Control the Availability or Cost of Raw Materials and this May Have an Adverse Effect on
Our Results of Operations, Cash Flows and Financial Condition
     26




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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 January 25, 2011(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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##### Table of Contents



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 First Form of Non-Employee Director Restricted Stock Unit Award Agreement(15)10.28
    
    The Registrants Second Form of Non-Employee Director Restricted Stock Unit Award Agreement(20)10.29
    
    Form of Indemnification Agreement(16)*10.30
    
    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)10.31
    
    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)10.32
    
    Form of Change-of-Control Employment Security Agreement and Non-Compete(19)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). 30




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##### Table of Contents



(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 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 Current Report on Form 8-K dated January 31,
2011 (Commission File No. 0-19681).(20)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated November 8,
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