##### 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 March 26, 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 
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)
 þ o
 o o
  Large accelerated filer o
Accelerated filer þ
Non-accelerated filer o
(Do not check if a smaller reporting company)
Smaller reporting company þ o þ




---



##### 



JOHN B. SANFILIPPO & SON, INC.
FORM 10-Q
FOR THE QUARTER ENDED MARCH 26, 2009
INDEX
 PagePART IFINANCIAL INFORMATIONItem 1. Financial StatementsConsolidated Statements of Operations for the quarters and thirty-nine weeks ended March
26, 2009 and March 27, 2008
    
    
    3Consolidated Balance Sheets as of March 26, 2009, June 26, 2008 and March 27, 2008
    
    
    4Consolidated Statements of Cash Flows for the thirty-nine weeks ended March 26, 2009 and
March 27, 2008
    
    
    6Notes to Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    14Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    22Item 4. Controls and Procedures
    
    
    22PART IIOTHER INFORMATIONItem 1. Legal Proceedings
    
    
    23Item 1A. Risk Factors
    
    
    23Item 6. Exhibits
    
    
    24SIGNATURE
    
    
    25EX-31.1EX-31.2EX-32.1EX-32.2
  2




---



##### 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 26,
    
    
    March 27,
    
    
    March 26,
    
    
    March 27,2009
    
    
    2008
    
    
    2009
    
    
    2008Net sales
    
    $
    113,789
    
    
    $
    106,716
    
    
    $
    426,368
    
    
    $
    416,514Cost of sales
    
    
    100,578
    
    
    
    93,878
    
    
    
    374,427
    
    
    
    368,539Gross profit
    
    
    13,211
    
    
    
    12,838
    
    
    
    51,941
    
    
    
    47,975Operating expenses:Selling expenses
    
    
    7,694
    
    
    
    7,835
    
    
    
    26,056
    
    
    
    26,332Administrative expenses
    
    
    6,175
    
    
    
    4,511
    
    
    
    15,894
    
    
    
    14,177Restructuring expenses
    
    
    
    
    
    
    362
    
    
    
    (332
    )
    
    
    1,765Total operating expenses
    
    
    13,869
    
    
    
    12,708
    
    
    
    41,618
    
    
    
    42,274(Loss) income from operations
    
    
    (658
    )
    
    
    130
    
    
    
    10,323
    
    
    
    5,701Other expense:Interest expense ($273, $277, $821
and $833 to related parties)
    
    
    (1,777
    )
    
    
    (2,662
    )
    
    
    (6,019
    )
    
    
    (8,039
    )Debt extinguishment costs
    
    
    
    
    
    
    (6,737
    )
    
    
    
    
    
    
    (6,737
    )Rental and miscellaneous income
(expense), net
    
    
    (340
    )
    
    
    (89
    )
    
    
    (945
    )
    
    
    (37
    )Total other expense, net
    
    
    (2,117
    )
    
    
    (9,488
    )
    
    
    (6,964
    )
    
    
    (14,813
    )(Loss) income before income taxes
    
    
    (2,775
    )
    
    
    (9,358
    )
    
    
    3,359
    
    
    
    (9,112
    )Income tax (benefit) expense
    
    
    (286
    )
    
    
    (608
    )
    
    
    393
    
    
    
    (490
    )Net (loss) income
    
    $
    (2,489
    )
    
    $
    (8,750
    )
    
    $
    2,966
    
    
    $
    (8,622
    )Other comprehensive income, net of tax:Adjustment for prior service cost
and actuarial gain
amortization related to retirement
plan
    
    
    103
    
    
    
    98
    
    
    
    309
    
    
    
    292Net comprehensive (loss) income
    
    $
    (2,386
    )
    
    $
    (8,652
    )
    
    $
    3,275
    
    
    $
    (8,330
    )Basic and diluted (loss) earnings per
common share
    
    $
    (0.23
    )
    
    $
    (0.82
    )
    
    $
    0.28
    
    
    $
    (0.81
    )
 The accompanying notes are an integral part of these consolidated financial statements. 3




---



##### Table of Contents



JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED BALANCE SHEETS
 March 26,
    
    
    June 26,
    
    
    March 27,2009
    
    
    2008
    
    
    2008ASSETSCURRENT ASSETS:Cash
    
    $
    1,091
    
    
    $
    716
    
    
    $
    1,988Restricted cash
    
    
    
    
    
    
    
    
    
    
    7,954Accounts receivable, less allowances of
$2,525, $2,217 and $3,167
    
    
    36,548
    
    
    
    34,424
    
    
    
    34,680Inventories
    
    
    125,702
    
    
    
    127,032
    
    
    
    141,661Income taxes receivable
    
    
    
    
    
    
    222
    
    
    
    290Deferred income taxes
    
    
    2,990
    
    
    
    2,595
    
    
    
    1,499Prepaid expenses and other current assets
    
    
    2,287
    
    
    
    1,592
    
    
    
    1,432Asset held for sale
    
    
    
    
    
    
    5,569
    
    
    
    5,569TOTAL CURRENT ASSETS
    
    
    168,618
    
    
    
    172,150
    
    
    
    195,073PROPERTY, PLANT AND EQUIPMENT:Land
    
    
    9,463
    
    
    
    9,463
    
    
    
    9,463Buildings
    
    
    100,078
    
    
    
    99,883
    
    
    
    98,962Machinery and equipment
    
    
    148,867
    
    
    
    147,631
    
    
    
    149,894Furniture and leasehold improvements
    
    
    6,227
    
    
    
    6,247
    
    
    
    6,239Vehicles
    
    
    676
    
    
    
    724
    
    
    
    745Construction in progress
    
    
    1,426
    
    
    
    1,411
    
    
    
    4,021266,737
    
    
    
    265,359
    
    
    
    269,324Less: Accumulated depreciation
    
    
    131,281
    
    
    
    123,626
    
    
    
    124,805135,456
    
    
    
    141,773
    
    
    
    144,519Rental investment property, less
accumulated depreciation of $3,334,
$2,660 and $2,435
    
    
    26,796
    
    
    
    27,471
    
    
    
    27,695Development agreement
    
    
    5,569
    
    
    
    
    
    
    
    TOTAL PROPERTY, PLANT AND EQUIPMENT
    
    
    167,821
    
    
    
    169,204
    
    
    
    172,214Cash surrender value of officers life
insurance and other assets
    
    
    8,317
    
    
    
    8,435
    
    
    
    8,645Brand name, less accumulated amortization
of $7,245, $6,925 and $6,818
    
    
    675
    
    
    
    995
    
    
    
    1,102TOTAL ASSETS
    
    $
    345,431
    
    
    $
    350,784
    
    
    $
    377,034
 The accompanying notes are an integral part of these consolidated financial statements.
 4




---



##### Table of Contents



JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED BALANCE SHEETS
 March 26,
    
    
    June 26,
    
    
    March 27,2009
    
    
    2008
    
    
    2008LIABILITIES & STOCKHOLDERS EQUITYCURRENT LIABILITIES:Revolving credit facility borrowings
    
    $
    56,603
    
    
    $
    67,948
    
    
    $
    87,038Current maturities of long-term debt,
including related party debt of $229, $216
and $212
    
    
    11,797
    
    
    
    12,251
    
    
    
    11,872Accounts payable, including related party
payables of $762, $449 and $730
    
    
    24,957
    
    
    
    25,355
    
    
    
    26,089Income taxes payable
    
    
    351
    
    
    
    
    
    
    
    Book overdraft
    
    
    4,525
    
    
    
    4,298
    
    
    
    10,994Accrued payroll and related benefits
    
    
    8,196
    
    
    
    7,740
    
    
    
    8,256Accrued workers compensation
    
    
    4,857
    
    
    
    4,838
    
    
    
    6,610Accrued recall
    
    
    3,154
    
    
    
    
    
    
    
    Accrued restructuring
    
    
    
    
    
    
    1,287
    
    
    
    1,378Other accrued expenses
    
    
    6,963
    
    
    
    5,570
    
    
    
    5,871TOTAL CURRENT LIABILITIES
    
    
    121,403
    
    
    
    129,287
    
    
    
    158,108LONG-TERM LIABILITIES:Long-term debt, less current maturities,
including related party debt of $13,470,
$13,644 and $13,699
    
    
    50,184
    
    
    
    52,356
    
    
    
    53,481Retirement plan
    
    
    8,211
    
    
    
    8,174
    
    
    
    8,914Deferred income taxes
    
    
    2,990
    
    
    
    2,595
    
    
    
    1,499Other
    
    
    1,382
    
    
    
    
    
    
    
    TOTAL LONG-TERM LIABILITIES
    
    
    62,767
    
    
    
    63,125
    
    
    
    63,894COMMITMENTS 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, 8,140,599,
8,134,599 and 8,134,599 shares issued and
outstanding
    
    
    81
    
    
    
    81
    
    
    
    81Capital in excess of par value
    
    
    101,017
    
    
    
    100,810
    
    
    
    100,705Retained earnings
    
    
    64,226
    
    
    
    61,853
    
    
    
    59,189Accumulated other comprehensive loss
    
    
    (2,885
    )
    
    
    (3,194
    )
    
    
    (3,765
    )Treasury stock, at cost; 117,900 shares of
Common Stock
    
    
    (1,204
    )
    
    
    (1,204
    )
    
    
    (1,204
    )TOTAL STOCKHOLDERS EQUITY
    
    
    161,261
    
    
    
    158,372
    
    
    
    155,032TOTAL LIABILITIES & STOCKHOLDERS EQUITY
    
    $
    345,431
    
    
    $
    350,784
    
    
    $
    377,034
 The accompanying notes are an integral part of these consolidated financial statements.
 5




---



##### Table of Contents



JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Thirty-nine Weeks EndedMarch 26, 2009
    
    
    March 27, 2008CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)
    
    $
    2,966
    
    
    $
    (8,622
    )Depreciation and amortization
    
    
    11,728
    
    
    
    11,856Loss (gain) on disposition of properties
    
    
    138
    
    
    
    (79
    )Deferred income tax expense
    
    
    
    
    
    
    (466
    )Stock-based compensation expense
    
    
    171
    
    
    
    292Change in current assets and current liabilities:Accounts receivable, net
    
    
    (2,124
    )
    
    
    1,344Inventories
    
    
    1,330
    
    
    
    (7,502
    )Prepaid expenses and other current assets
    
    
    (695
    )
    
    
    (282
    )Accounts payable
    
    
    (398
    )
    
    
    4,825Accrued expenses
    
    
    3,735
    
    
    
    3,993Income taxes payable/receivable
    
    
    573
    
    
    
    6,423Other operating assets
    
    
    531
    
    
    
    (141
    )Net cash provided by operating activities
    
    
    17,955
    
    
    
    11,641CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property, plant and equipment
    
    
    (3,766
    )
    
    
    (10,897
    )Proceeds from disposition of properties
    
    
    97
    
    
    
    107Increase in restricted cash
    
    
    
    
    
    
    (7,954
    )Cash surrender value of officers life insurance
    
    
    (203
    )
    
    
    (202
    )Net cash used in investing activities
    
    
    (3,872
    )
    
    
    (18,946
    )CASH FLOWS FROM FINANCING ACTIVITIES:Borrowings under revolving credit facility
    
    
    134,991
    
    
    
    43,461Repayments of revolving credit borrowings
    
    
    (146,336
    )
    
    
    (46,452
    )Initial borrowing under new revolving credit facility
    
    
    
    
    
    
    82,031Payment of amounts outstanding under prior revolving credit facility
    
    
    
    
    
    
    (65,283
    )Principal payments on long-term debt
    
    
    (2,626
    )
    
    
    (54,607
    )Issuance of long-term debt
    
    
    
    
    
    
    45,000Debt issue costs
    
    
    
    
    
    
    (3,273
    )Increase in book overdraft
    
    
    227
    
    
    
    5,979Issuance of Common Stock under option plans
    
    
    36
    
    
    
    72Tax benefit of stock options exercised
    
    
    
    
    
    
    6Net cash (used in) provided by financing activities
    
    
    (13,708
    )
    
    
    6,934NET INCREASE (DECREASE) IN CASH
    
    
    375
    
    
    
    (371
    )Cash, beginning of period
    
    
    716
    
    
    
    2,359Cash, end of period
    
    $
    1,091
    
    
    $
    1,988SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES:Capital lease obligations incurred
    
    
    
    
    
    
    207
 The accompanying notes are an integral part of these consolidated financial statements.
 6




---



##### Table of Contents



JOHN B. SANFILIPPO & SON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 1  Basis of Presentation
    Note 2  Accounts Receivable
  Note 3  Inventories
  March 26,
    
    
    June 26,
    
    
    March 27,2009
    
    
    2008
    
    
    2008Raw material and supplies
    
    $
    72,555
    
    
    $
    59,770
    
    
    $
    81,803Work-in-process and finished goods
    
    
    53,147
    
    
    
    67,262
    
    
    
    59,858Inventories
    
    $
    125,702
    
    
    $
    127,032
    
    
    $
    141,661
 Note 4  Income Taxes
   7




---



##### Table of Contents



Note 5  Earnings Per Common Share
  For the Thirty-nine WeeksFor the Quarter Ended
    
    
    EndedMarch 26,
    
    
    March 27,
    
    
    March 26,
    
    
    March 27,2009
    
    
    2008
    
    
    2009
    
    
    2008Weighted average number of shares
outstanding  basic
    
    
    10,618,587
    
    
    
    10,614,125
    
    
    
    10,617,612
    
    
    
    10,608,988Effect of dilutive securities:Stock options and restricted stock units
    
    
    
    
    
    
    
    
    
    
    19,059
    
    
    
    Weighted average number of shares
outstanding  diluted
    
    
    10,618,587
    
    
    
    10,614,125
    
    
    
    10,636,671
    
    
    
    10,608,988
  Note 6  Stock-Based Compensation
   8




---



##### Table of Contents



WeightedWeighted
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateExercise
    
    
    Contractual
    
    
    IntrinsicOptions
    
    Shares
    
    
    Price
    
    
    Term
    
    
    ValueOutstanding, at June 26, 2008
    
    
    470,440
    
    
    $
    11.49Activity:Granted
    
    
    
    
    
    
    Exercised
    
    
    (6,000
    )
    
    
    5.85Forfeited
    
    
    (84,000
    )
    
    
    9.58Outstanding, at March 26, 2009
    
    
    380,440
    
    
    $
    12.00
    
    
    
    5.14
    
    
    $
    21Exercisable, at March 26, 2009
    
    
    278,440
    
    
    $
    12.74
    
    
    
    4.31
    
    
    $
    21
    Thirty-nine Weeks EndedMarch 27, 2008Weighted average expected stock-price volatility
    
    
    54.27
    %Average risk-free rate
    
    
    3.70
    %Average dividend yield
    
    
    0.00
    %Weighted average expected option life (in years)
    
    
    6.25Forfeiture percentage
    
    
    5.00
    %
 Note 7  Retirement Plan
  For the Thirty-nine WeeksFor the Quarter Ended
    
    
    EndedMarch 26,
    
    
    March 27,
    
    
    March 26,
    
    
    March 27,2009
    
    
    2008
    
    
    2009
    
    
    2008Service cost
    
    $
    34
    
    
    $
    35
    
    
    $
    103
    
    
    $
    104Interest cost
    
    
    140
    
    
    
    144
    
    
    
    421
    
    
    
    432Amortization of prior service cost
    
    
    239
    
    
    
    239
    
    
    
    718
    
    
    
    717Amortization of gain
    
    
    (80
    )
    
    
    (90
    )
    
    
    (242
    )
    
    
    (270
    )Net periodic benefit cost
    
    $
    333
    
    
    $
    328
    
    
    $
    1,000
    
    
    $
    983
 9




---



##### Table of Contents



Note 8  Distribution Channel and Product Type Sales Mix
   For the Quarter Ended
    
    
    For the Thirty-nine Weeks EndedMarch 26,
    
    
    March 27,
    
    
    March 26,
    
    
    March 27,Distribution Channel
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Consumer
    
    $
    65,282
    
    
    $
    55,640
    
    
    $
    244,417
    
    
    $
    228,536Industrial
    
    
    17,184
    
    
    
    19,096
    
    
    
    61,682
    
    
    
    73,823Food Service
    
    
    12,851
    
    
    
    14,928
    
    
    
    48,823
    
    
    
    49,736Contract Packaging
    
    
    12,213
    
    
    
    11,367
    
    
    
    41,986
    
    
    
    33,825Export
    
    
    6,259
    
    
    
    5,685
    
    
    
    29,460
    
    
    
    30,594Total
    
    $
    113,789
    
    
    $
    106,716
    
    
    $
    426,368
    
    
    $
    416,514
  For the Quarter Ended
    
    
    For the Thirty-nine Weeks EndedMarch 26,
    
    
    March 27,
    
    
    March 26,
    
    
    March 27,Product Type
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Peanuts
    
    
    23.9
    %
    
    
    21.8
    %
    
    
    21.0
    %
    
    
    19.2
    %Pecans
    
    
    15.4
    
    
    
    19.9
    
    
    
    20.4
    
    
    
    24.0Cashews & Mixed Nuts
    
    
    23.1
    
    
    
    19.1
    
    
    
    22.4
    
    
    
    20.6Walnuts
    
    
    12.8
    
    
    
    15.5
    
    
    
    13.8
    
    
    
    15.2Almonds
    
    
    12.2
    
    
    
    13.2
    
    
    
    10.9
    
    
    
    11.4Other
    
    
    12.6
    
    
    
    10.5
    
    
    
    11.5
    
    
    
    9.6Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
 Note 9  Comprehensive Loss (Income)
  Note 10  Restructuring
  Note 11  Financing Facilities
  10




---



##### Table of Contents



11




---



##### Table of Contents



Note 12 Commitments and Contingencies
  Note 13 Product Recall
    Note 14 Recent Accounting Pronouncements
    12




---



##### Table of Contents



13




---



##### Table of Contents



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




---



##### Table of Contents



RESULTS OF OPERATIONS
 Net Sales
   For the Quarter Ended
    
    
    For the Thirty-nine Weeks EndedMarch 26,
    
    
    March 27,
    
    
    March 26,
    
    
    March 27,Distribution Channel
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Consumer
    
    $
    65,282
    
    
    $
    55,640
    
    
    $
    244,417
    
    
    $
    228,536Industrial
    
    
    17,184
    
    
    
    19,096
    
    
    
    61,682
    
    
    
    73,823Food Service
    
    
    12,851
    
    
    
    14,928
    
    
    
    48,823
    
    
    
    49,736Contract Packaging
    
    
    12,213
    
    
    
    11,367
    
    
    
    41,986
    
    
    
    33,825Export
    
    
    6,259
    
    
    
    5,685
    
    
    
    29,460
    
    
    
    30,594Total
    
    $
    113,789
    
    
    $
    106,716
    
    
    $
    426,368
    
    
    $
    416,514
  For the Quarter Ended
    
    For the Thirty-nine Weeks EndedMarch 26,
    
    March 27,
    
    March 26,
    
    March 27,Product Type
    
    2009
    
    2008
    
    2009
    
    2008Peanuts
    
    
    23.9
    %
    
    
    21.8
    %
    
    
    21.0
    %
    
    
    19.2
    %Pecans
    
    
    15.4
    
    
    
    19.9
    
    
    
    20.4
    
    
    
    24.0Cashews & Mixed Nuts
    
    
    23.1
    
    
    
    19.1
    
    
    
    22.4
    
    
    
    20.6Walnuts
    
    
    12.8
    
    
    
    15.5
    
    
    
    13.8
    
    
    
    15.2Almonds
    
    
    12.2
    
    
    
    13.2
    
    
    
    10.9
    
    
    
    11.4Other
    
    
    12.6
    
    
    
    10.5
    
    
    
    11.5
    
    
    
    9.6Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
   15




---



##### Table of Contents



Gross Profit
  Operating Expenses
  16




---



##### Table of Contents



(Loss) Income from Operations
  Interest Expense
  Debt Extinguishment Costs
  Rental and Miscellaneous Expense, Net
  Income Tax (Benefit) Expense
  Net (Loss) Income
  17




---



##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES
 General
        Real Estate Matters
   18




---



##### Table of Contents



Financing Arrangements
      19




---



##### Table of Contents



Capital Expenditures
  Recent Accounting Pronouncements
  20




---



##### Table of Contents



FORWARD LOOKING STATEMENTS
  21




---



##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
   22




---



##### Table of Contents



PART IIOTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
 General Economic Conditions Could Significantly Affect Our Financial Results We are Subject to Risks and Uncertainties Regarding Our Facility Consolidation Project Food
Safety and Product Contamination Concerns Could Have a Material Adverse Effect on Us Product
Liability and Product Recalls May Have a Material Adverse Effect on Us
 General Economic Conditions Could Have a Material Adverse Effect on Our Financial Results and
Condition
   We are Subject to Risks and Uncertainties Regarding Our New Facility
  
    
    the New Site may not eliminate as many redundant processes as we presently anticipate;
    
    sales volume may continue to decrease, in part because of our voluntary elimination of
non-profitable products, and we may not realize any future overall increases in demand for
our products necessary to justify additional production capacity available at the New
Site;
    
    we may not achieve the planned levels of increased efficiencies at the New Site;
    
    we may not obtain tenants or receive rental income for the unused portions of the New Site;
    
    we may not be able to recover our investment in the Original Site.
 23




---



##### Table of Contents



Food Safety and Product Contamination Concerns Could Have a Material Adverse Effect on Us
  Product Liability and Product Recalls May Have a Material Adverse Effect on Us
  
 Item 6. Exhibits
  24




---



##### Table of Contents



SIGNATURE
  JOHN B. SANFILIPPO & SON, INC.By:
    /s/     Michael J. ValentineMichael J. ValentineChief Financial Officer and Group President 25




---



##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description1-2
    
    Not applicable3.1
    
    Restated Certificate of Incorporation of Registrant(22)3.2
    
    Amended and Restated Bylaws of Registrant(21)4.1
    
    Specimen Common Stock Certificate(3)4.2
    
    Specimen Class A Common Stock Certificate(3)5-9
    
    Not applicable10.1
    
    Certain documents relating to $8.0 million Decatur County-Bainbridge Industrial Development Authority
Industrial Development Revenue Bonds (John B. Sanfilippo & Son, Inc. Project) Series 1987, dated as of June 1,
1987(1)10.2
    
    Tax Indemnification Agreement between Registrant and certain Stockholders of Registrant prior to its initial
public offering(2)10.3
    
    Indemnification Agreement between Registrant and certain Stockholders of Registrant prior to its initial public
offering(2)10.4
    
    The Registrants 1998 Equity Incentive Plan(4)10.5
    
    First Amendment to the Registrants 1998 Equity Incentive Plan(5)10.6
    
    Amended and Restated John B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement Number One among John E.
Sanfilippo, as trustee of the Jasper and Marian Sanfilippo Irrevocable Trust, dated September 23, 1990, Jasper
B. Sanfilippo, Marian R. Sanfilippo and Registrant, dated December 31, 2003(6)10.7
    
    Amended and Restated John B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement Number Two among Michael
J. Valentine, as trustee of the Valentine Life Insurance Trust, Mathias Valentine, Mary Valentine and
Registrant, dated December 31, 2003(6)10.8
    
    Amendment, dated February 12, 2004, to Amended and Restated John B. Sanfilippo & Son, Inc. Split-Dollar
Insurance Agreement Number One among John E. Sanfilippo, as trustee of the Jasper and Marian Sanfilippo
Irrevocable Trust, dated September 23, 1990, Jasper B. Sanfilippo, Marian R. Sanfilippo and Registrant, dated
December 31, 2003(7)10.9
    
    Amendment, dated February 12, 2004, to Amended and Restated John B. Sanfilippo & Son, Inc. Split-Dollar
Insurance Agreement Number Two among Michael J. Valentine, as trustee of the Valentine Life Insurance Trust,
Mathias Valentine, Mary Valentine and Registrant, dated December 31, 2003(7)10.10
    
    Development Agreement, dated as of May 26, 2004, by and between the City of Elgin, an Illinois municipal
corporation, the Registrant, Arthur/Busse Limited Partnership, an Illinois limited partnership, and 300 East
Touhy Avenue Limited Partnership, an Illinois limited partnership(8)10.11
    
    Agreement For Sale of Real Property, dated as of June 18, 2004, by and between the State of Illinois, acting by
and through its Department of Central Management Services, and the City of Elgin(8)10.12
    
    Agreement for Purchase and Sale between Matsushita Electric Corporation of America and the Company, dated
December 2, 2004(9)10.13
    
    First Amendment to Purchase and Sale Agreement, dated March 2, 2005, by and between Panasonic Corporation of
North America (Panasonic), f/k/a Matsushita Electric Corporation, and the Company(10)10.14
    
    Office Lease, dated April 15, 2005, between the Company, as landlord, and Panasonic, as tenant(11)10.15
    
    Warehouse Lease, dated April 15, 2005, between the Company, as landlord, and Panasonic, as tenant(11)10.16
    
    The Registrants Restated Supplemental Retirement Plan(18)10.17
    
    Form of Option Grant Agreement under 1998 Equity Incentive Plan(12)
 26




---



##### Table of Contents



ExhibitNumber
    
    Description10.18
    
    Termination Agreement, dated as of January 11, 2006, by and between the City of Elgin, an Illinois municipal
corporation, the Registrant, Arthur/Busse Limited Partnership, an Illinois limited partnership, and 300 East
Touhy Avenue Limited Partnership, an Illinois limited partnership(13)10.19
    
    Assignment and Assumption Agreement, dated March 28, 2006, by and between JBSS Properties LLC and the City of
Elgin, Illinois(14)10.20
    
    Agreement of Purchase and Sale between the Company and Prologis(15)10.21
    
    Lease Agreement between the Company, as Tenant, and Palmtree Acquisition Corporation, as Landlord for property
at 3001 Malmo Drive, Arlington Heights, Illinois(16)10.22
    
    Lease Agreement between the Company, as Tenant, and Palmtree Acquisition Corporation, as Landlord for property
at 1851 Arthur Avenue, Elk Grove Village, Illinois(16)10.23
    
    Agreement for Purchase of Real Estate and Related Property by and among the Company, as Seller, and
Arthur/Busse Limited Partnership and 300 East Touhy Limited Partnership, as Purchasers(17)10.24
    
    Industrial Building Lease by and between the Company, as Tenant, and Arthur/Busse Limited Partnership and 300
East Touhy Limited Partnership, as Landlord, dated September 20, 2006(17)10.25
    
    Sanfilippo Value Added Plan, dated October 24, 2007(19)10.26
    
    Credit Agreement, dated as of February 7, 2008, by and among the Company, the financial institutions named
therein as lenders, Wells Fargo Foothill, LLC (WFF), as the arranger and administrative agent for the
lenders, and Wachovia Capital Finance Corporation (Central), in its capacity as documentation
agent(20)10.27
    
    Security Agreement, dated as of February 7, 2008, by the Company in favor of WFF, as administrative agent for
the lenders(20)10.28
    
    Loan Agreement, dated as of February 7, 2008, by and between the Company and Transamerica Financial Life
Insurance Company (TFLIC)(20)10.29
    
    Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated as of February 7, 2008,
made by the Company related to its Elgin, Illinois property for the benefit of TFLIC(20)10.30
    
    Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated as of February 7, 2008,
made by JBSS Properties LLC related to its Elgin, Illinois property for the benefit of TFLIC(20)10.31
    
    Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated as of
February 7, 2008, made by the Company related to its Gustine, California property for the benefit of
TFLIC(20)10.32
    
    Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated as of
February 7, 2008, made by the Company related to its Garysburg, North Carolina property for the benefit of
TFLIC(20)10.33
    
    Promissory Note (Tranche A), dated February 7, 2008, in the principal amount of $36.0 million executed by the
Company in favor of TFLIC(20)10.34
    
    Promissory Note (Tranche B) dated February 7, 2008, in the principal amount of $9.0 million executed by the
Company in favor of TFLIC(20)10.35
    
    First Amendment to the Registrants 2008 Equity Incentive Plan(23)10.36
    
    The Registrants 2008 Equity Incentive Plan, as amended(23)11-30
    
    Not applicable31.1
    
    Certification of Jeffrey T. Sanfilippo pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended,
filed herewith31.2
    
    Certification of Michael J. Valentine pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended,
filed 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 herewith
 27




---



##### Table of Contents



ExhibitNumber
    
    Description32.2
    
    Certification of Michael J. Valentine pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, filed herewith33-100
    
    Not applicable
 
 (1)
    
    Incorporated by reference to the Registrants Registration Statement on Form S-1,
Registration No. 33-43353, as filed with the Commission on October 15, 1991 (Commission File
No. 0-19681).(2)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for the
fiscal year ended December 31, 1991 (Commission File No. 0-19681).(3)
    
    Incorporated by reference to the Registrants Registration Statement on Form S-1
(Amendment No. 3), Registration No. 33-43353, as filed with the Commission on November 25,
1991 (Commission File No. 0-19681).(4)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the
first quarter ended September 24, 1998 (Commission File No. 0-19681).(5)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the
second quarter ended December 28, 2000 (Commission File No. 0-19681).(6)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the
second quarter ended December 25, 2003 (Commission File No. 0-19681).(7)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the
third quarter ended March 25, 2004 (Commission File No. 0-19681).(8)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for the
fiscal year ended June 24, 2004 (Commission File No. 0-19681).(9)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated
December 2, 2004 (Commission File No. 0-19681).(10)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated March
2, 2005 (Commission File No. 0-19681).(11)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated April
15, 2005 (Commission File No. 0-19681).(12)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for the
fiscal year ended June 30, 2005 (Commission File No. 0-19681).(13)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the
second quarter ended December 29, 2005 (Commission File No. 0-19681).(14)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated March
28, 2006 (Commission File No. 0-19681).(15)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated May 11,
2006 (Commission File No. 0-19681).(16)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated July
14, 2006 (Commission File No. 0-19681).(17)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated
September 20, 2006 (Commission File No. 0-19681).(18)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for the year ended
June 28, 2007 (Commission File No. 0-19681).(19)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated October 24,
2007 (Commission File No. 0-19681). 28




---



##### Table of Contents



(20)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated February 7,
2008 (Commission File No. 0-19681).(21)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the first
quarter ended September 27, 2007 (Commission File No. 0-19681).(22)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the third
quarter ended March 24, 2005 (Commission File No. 0-19681).(23)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the second
quarter ended December 25, 2008 (Commission File No. 0-19681). 29