##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
 For the quarterly period ended December 25, 2008
 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)(847) 289-1800(Registrants telephone number,including area code)
 þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company
þ(Do not check if a smaller reporting company)
 o þ




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##### 



JOHN B. SANFILIPPO & SON, INC.
FORM 10-Q
FOR THE QUARTER ENDED DECEMBER 25, 2008
INDEX
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial StatementsConsolidated Statements of Operations for the quarters and twenty-six weeks ended
December 25, 2008 and December 27, 2007
    
    
    3Consolidated Balance Sheets as of December 25, 2008, June 26, 2008 and December 27, 2007
    
    
    4Consolidated Statements of Cash Flows for the twenty-six weeks ended December 25, 2008
and December 27, 2007
    
    
    6Notes to Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    22Item 4. Controls and Procedures
    
    
    22PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    23Item 1A. Risk Factors
    
    
    23Item 4. Submission of Matters to a Vote of Security Holders
    
    
    24Item 6. Exhibits
    
    
    24SIGNATURE
    
    
    25EX-10.35EX-10.36EX-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 25,
    
    
    December 27,
    
    
    December 25,
    
    
    December 27,2008
    
    
    2007
    
    
    2008
    
    
    2007Net sales
    
    $
    177,755
    
    
    $
    176,990
    
    
    $
    312,579
    
    
    $
    309,798Cost of sales
    
    
    153,209
    
    
    
    153,653
    
    
    
    273,849
    
    
    
    274,661Gross profit
    
    
    24,546
    
    
    
    23,337
    
    
    
    38,730
    
    
    
    35,137Operating expenses:Selling expenses
    
    
    10,379
    
    
    
    10,273
    
    
    
    18,362
    
    
    
    18,497Administrative expenses
    
    
    5,106
    
    
    
    4,995
    
    
    
    9,719
    
    
    
    9,666Restructuring expenses
    
    
    
    
    
    
    1,403
    
    
    
    (332
    )
    
    
    1,403Total operating expenses
    
    
    15,485
    
    
    
    16,671
    
    
    
    27,749
    
    
    
    29,566Income from operations
    
    
    9,061
    
    
    
    6,666
    
    
    
    10,981
    
    
    
    5,571Other expense:Interest expense ($273, $277, $548 and $556
to related parties)
    
    
    (2,099
    )
    
    
    (2,647
    )
    
    
    (4,242
    )
    
    
    (5,377
    )Rental and miscellaneous income (expense), net
    
    
    (411
    )
    
    
    67
    
    
    
    (605
    )
    
    
    52Total other expense, net
    
    
    (2,510
    )
    
    
    (2,580
    )
    
    
    (4,847
    )
    
    
    (5,325
    )Income before income taxes
    
    
    6,551
    
    
    
    4,086
    
    
    
    6,134
    
    
    
    246Income tax expense
    
    
    712
    
    
    
    569
    
    
    
    679
    
    
    
    118Net income
    
    $
    5,839
    
    
    $
    3,517
    
    
    $
    5,455
    
    
    $
    128Other comprehensive income, net of tax:Adjustment for prior service cost and
actuarial gain amortization related to
retirement plan
    
    
    103
    
    
    
    97
    
    
    
    206
    
    
    
    194Net comprehensive income
    
    $
    5,942
    
    
    $
    3,614
    
    
    $
    5,661
    
    
    $
    322Basic and diluted earnings per common share
    
    $
    0.55
    
    
    $
    0.33
    
    
    $
    0.51
    
    
    $
    0.01
 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 25,
    
    
    June 26,
    
    
    December 27,2008
    
    
    2008
    
    
    2007ASSETSCURRENT ASSETS:Cash
    
    $
    6,579
    
    
    $
    716
    
    
    $
    20,127Accounts receivable, less allowances of $2,829, $2,217 and $6,082
    
    
    48,350
    
    
    
    34,424
    
    
    
    44,057Inventories
    
    
    128,296
    
    
    
    127,032
    
    
    
    146,649Income taxes receivable
    
    
    
    
    
    
    222
    
    
    
    272Deferred income taxes
    
    
    2,722
    
    
    
    2,595
    
    
    
    2,000Prepaid expenses and other current assets
    
    
    2,448
    
    
    
    1,592
    
    
    
    1,736Asset held for sale
    
    
    
    
    
    
    5,569
    
    
    
    5,569TOTAL CURRENT ASSETS
    
    
    188,395
    
    
    
    172,150
    
    
    
    220,410PROPERTY, PLANT AND EQUIPMENT:Land
    
    
    9,463
    
    
    
    9,463
    
    
    
    9,463Buildings
    
    
    100,008
    
    
    
    99,883
    
    
    
    98,923Machinery and equipment
    
    
    148,212
    
    
    
    147,631
    
    
    
    146,361Furniture and leasehold improvements
    
    
    6,213
    
    
    
    6,247
    
    
    
    6,239Vehicles
    
    
    667
    
    
    
    724
    
    
    
    1,372Construction in progress
    
    
    926
    
    
    
    1,411
    
    
    
    5,260265,489
    
    
    
    265,359
    
    
    
    267,618Less: Accumulated depreciation
    
    
    128,033
    
    
    
    123,626
    
    
    
    122,070137,456
    
    
    
    141,773
    
    
    
    145,548Rental investment property, less accumulated depreciation of
$3,110, $2,660 and $2,211
    
    
    27,021
    
    
    
    27,471
    
    
    
    27,920Development agreement
    
    
    5,569
    
    
    
    
    
    
    
    TOTAL PROPERTY, PLANT AND EQUIPMENT
    
    
    170,046
    
    
    
    169,204
    
    
    
    173,468Cash surrender value of officers life insurance and other assets
    
    
    8,256
    
    
    
    8,435
    
    
    
    6,827Brand name, less accumulated amortization of $7,138, $6,925 and $6,712
    
    
    782
    
    
    
    995
    
    
    
    1,208TOTAL ASSETS
    
    $
    367,479
    
    
    $
    350,784
    
    
    $
    401,913
 The accompanying notes are an integral part of these consolidated financial statements.
 4




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JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED BALANCE SHEETS
 December 25,
    
    
    June 26,
    
    
    December 27,2008
    
    
    2008
    
    
    2007LIABILITIES & STOCKHOLDERS EQUITYCURRENT LIABILITIES:Revolving credit facility borrowings
    
    $
    55,141
    
    
    $
    67,948
    
    
    $
    65,283Current maturities of long-term debt, including related party debt of
$225, $216 and $208
    
    
    11,948
    
    
    
    12,251
    
    
    
    16,848Accounts payable, including related party payables of $592, $449 and $276
    
    
    48,207
    
    
    
    25,355
    
    
    
    60,614Income taxes payable
    
    
    31
    
    
    
    
    
    
    
    Book overdraft
    
    
    6,409
    
    
    
    4,298
    
    
    
    7,898Accrued payroll and related benefits
    
    
    6,354
    
    
    
    7,740
    
    
    
    7,492Accrued workers compensation
    
    
    4,581
    
    
    
    4,838
    
    
    
    6,481Accrued restructuring
    
    
    
    
    
    
    1,287
    
    
    
    1,403Other accrued expenses
    
    
    7,291
    
    
    
    5,570
    
    
    
    6,568TOTAL CURRENT LIABILITIES
    
    
    139,962
    
    
    
    129,287
    
    
    
    172,587LONG-TERM LIABILITIES:Long-term debt, less current maturities, including related party debt of
$13,529, $13,644 and $13,754
    
    
    50,910
    
    
    
    52,356
    
    
    
    54,257Retirement plan
    
    
    8,252
    
    
    
    8,174
    
    
    
    8,962Deferred income taxes
    
    
    3,398
    
    
    
    2,595
    
    
    
    2,541Other
    
    
    1,412
    
    
    
    
    
    
    
    TOTAL LONG-TERM LIABILITIES
    
    
    63,972
    
    
    
    63,125
    
    
    
    65,760COMMITMENTS 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
    
    
    100,917
    
    
    
    100,810
    
    
    
    100,588Retained earnings
    
    
    66,713
    
    
    
    61,853
    
    
    
    67,938Accumulated other comprehensive loss
    
    
    (2,988
    )
    
    
    (3,194
    )
    
    
    (3,863
    )Treasury stock, at cost; 117,900 shares of Common Stock
    
    
    (1,204
    )
    
    
    (1,204
    )
    
    
    (1,204
    )TOTAL STOCKHOLDERS EQUITY
    
    
    163,545
    
    
    
    158,372
    
    
    
    163,566TOTAL LIABILITIES & STOCKHOLDERS EQUITY
    
    $
    367,479
    
    
    $
    350,784
    
    
    $
    401,913
 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 25,
    
    
    December 27,2008
    
    
    2007CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    5,455
    
    
    $
    128Depreciation and amortization
    
    
    8,090
    
    
    
    8,035Loss (gain) on disposition of properties
    
    
    145
    
    
    
    (74
    )Deferred income tax expense
    
    
    676
    
    
    
    75Stock-based compensation expense
    
    
    71
    
    
    
    175Change in current assets and current liabilities:Accounts receivable, net
    
    
    (13,926
    )
    
    
    (8,034
    )Inventories
    
    
    (1,264
    )
    
    
    (12,490
    )Prepaid expenses and other current assets
    
    
    (856
    )
    
    
    (586
    )Accounts payable
    
    
    22,852
    
    
    
    39,350Accrued expenses
    
    
    (1,209
    )
    
    
    3,822Income taxes payable/receivable
    
    
    253
    
    
    
    6,441Other operating assets
    
    
    601
    
    
    
    (1,502
    )Net cash provided by operating activities
    
    
    20,888
    
    
    
    35,340CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property, plant and equipment
    
    
    (2,508
    )
    
    
    (8,582
    )Proceeds from disposition of properties
    
    
    90
    
    
    
    98Cash surrender value of officers life insurance
    
    
    (198
    )
    
    
    (196
    )Net cash used in investing activities
    
    
    (2,616
    )
    
    
    (8,680
    )CASH FLOWS FROM FINANCING ACTIVITIESBorrowings under revolving credit facility
    
    
    87,091
    
    
    
    18,814Repayments of revolving credit borrowings
    
    
    (99,898
    )
    
    
    (26,812
    )Principal payments on long-term debt
    
    
    (1,749
    )
    
    
    (3,855
    )Increase (decrease) in book overdraft
    
    
    2,111
    
    
    
    2,883Issuance of Common Stock under option plans
    
    
    36
    
    
    
    72Tax benefit of stock options exercised
    
    
    
    
    
    
    6Net cash used in financing activities
    
    
    (12,409
    )
    
    
    (8,892
    )NET INCREASE IN CASH
    
    
    5,863
    
    
    
    17,768Cash, beginning of period
    
    
    716
    
    
    
    2,359Cash, end of period
    
    $
    6,579
    
    
    $
    20,127SUPPLEMENTAL 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




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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 25,
    
    
    June 26,
    
    
    December 27,2008
    
    
    2008
    
    
    2007Raw material and supplies
    
    $
    74,862
    
    
    $
    59,770
    
    
    $
    82,460Work-in-process and finished goods
    
    
    53,434
    
    
    
    67,262
    
    
    
    64,189Inventories
    
    $
    128,296
    
    
    $
    127,032
    
    
    $
    146,649
 Note 4  Income Taxes
   7




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Note 5  Earnings Per Common Share
  For the Twenty-six WeeksFor the Quarter Ended
    
    EndedDecember 25,
    
    December 27,
    
    December 25,
    
    December 27,2008
    
    2007
    
    2008
    
    2007Weighted average shares outstanding 
basic
    
    
    10,618,587
    
    
    
    10,609,798
    
    
    
    10,616,356
    
    
    
    10,606,419Effect of dilutive securities:Stock options and restricted stock units
    
    
    8,316
    
    
    
    23,988
    
    
    
    27,104
    
    
    
    29,396Weighted average shares outstanding 
diluted
    
    
    10,626,903
    
    
    
    10,633,786
    
    
    
    10,643,460
    
    
    
    10,635,815
  Note 6  Stock-Based Compensation
   8




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WeightedAverageWeighted
    
    
    RemainingAverage
    
    
    Contractual
    
    
    AggregateOptions
    
    Shares
    
    
    Exercise Price
    
    
    Term
    
    
    Intrinsic ValueOutstanding, at June 26, 2008
    
    
    470,440
    
    
    $
    11.49Activity:Granted
    
    
    
    
    
    
    Exercised
    
    
    (6,000
    )
    
    
    5.85Forfeited
    
    
    (84,000
    )
    
    
    9.58Outstanding, at December 25, 2008
    
    
    380,440
    
    
    $
    12.00
    
    
    
    5.43
    
    
    $
    5Exercisable, at December 25, 2008
    
    
    278,065
    
    
    $
    12.74
    
    
    
    4.56
    
    
    $
    5
    Twenty-sixWeeks EndedDecember 27,2007Weighted average expected stock-price volatility
    
    
    54.29
    %Average risk-free rate
    
    
    3.71
    %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 25,
    
    
    December 27,
    
    
    December 25,
    
    
    December 27,2008
    
    
    2007
    
    
    2008
    
    
    2007Service cost
    
    $
    34
    
    
    $
    34
    
    
    $
    69
    
    
    $
    69Interest cost
    
    
    141
    
    
    
    144
    
    
    
    281
    
    
    
    288Amortization of prior service cost
    
    
    240
    
    
    
    239
    
    
    
    479
    
    
    
    478Amortization of gain
    
    
    (81
    )
    
    
    (90
    )
    
    
    (162
    )
    
    
    (180
    )Net periodic benefit cost
    
    $
    334
    
    
    $
    327
    
    
    $
    667
    
    
    $
    655
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Note 8  Distribution Channel and Product Type Sales Mix
   For the Quarter Ended
    
    
    For the Twenty-six Weeks EndedDecember 25,
    
    
    December 27,
    
    
    December 25,
    
    
    December 27,Distribution Channel
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Consumer
    
    $
    104,025
    
    
    $
    104,686
    
    
    $
    179,135
    
    
    $
    172,896Industrial
    
    
    23,500
    
    
    
    26,250
    
    
    
    44,498
    
    
    
    54,727Food Service
    
    
    17,960
    
    
    
    17,317
    
    
    
    35,972
    
    
    
    34,807Contract Packaging
    
    
    16,737
    
    
    
    11,450
    
    
    
    29,773
    
    
    
    22,459Export
    
    
    15,533
    
    
    
    17,287
    
    
    
    23,201
    
    
    
    24,909Total
    
    $
    177,755
    
    
    $
    176,990
    
    
    $
    312,579
    
    
    $
    309,798The following summarizes sales by product type as a percentage of total gross sales. The
information is based on 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 25,
    
    
    December 27,
    
    
    December 25,
    
    
    December 27,Product Type
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Peanuts
    
    
    18.6
    %
    
    
    16.4
    %
    
    
    19.9
    %
    
    
    18.2
    %Pecans
    
    
    23.2
    
    
    
    27.5
    
    
    
    22.3
    
    
    
    25.5Cashews & Mixed Nuts
    
    
    22.7
    
    
    
    21.2
    
    
    
    22.0
    
    
    
    21.1Walnuts
    
    
    15.4
    
    
    
    16.4
    
    
    
    14.2
    
    
    
    15.0Almonds
    
    
    9.2
    
    
    
    9.4
    
    
    
    10.4
    
    
    
    10.8Other
    
    
    10.9
    
    
    
    9.1
    
    
    
    11.2
    
    
    
    9.4Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
 Note 9  Comprehensive Loss (Income)
  Note 10  Restructuring
  Note 11  Financing Facilities
  10




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11




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Note 12 Commitments and Contingencies
  Note 13 Recent Accounting Pronouncements
     12




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  INTRODUCTION
 Fisher, Flavor Tree, Sunshine Country Texas Pride
    13




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3⁄4
   14




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RESULTS OF OPERATIONS
 Net
Sales
  15




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For the Quarter Ended
    
    
    For the Twenty-six Weeks EndedDecember 25,
    
    
    December 27,
    
    
    December 25,
    
    
    December 27,Distribution Channel
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Consumer
    
    $
    104,025
    
    
    $
    104,686
    
    
    $
    179,135
    
    
    $
    172,896Industrial
    
    
    23,500
    
    
    
    26,250
    
    
    
    44,498
    
    
    
    54,727Food Service
    
    
    17,960
    
    
    
    17,317
    
    
    
    35,972
    
    
    
    34,807Contract Packaging
    
    
    16,737
    
    
    
    11,450
    
    
    
    29,773
    
    
    
    22,459Export
    
    
    15,533
    
    
    
    17,287
    
    
    
    23,201
    
    
    
    24,909Total
    
    $
    177,755
    
    
    $
    176,990
    
    
    $
    312,579
    
    
    $
    309,798The following table summarizes sales by product type as a percentage of total gross sales. The
information is based on 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 25,
    
    
    December 27,
    
    
    December 25,
    
    
    December 27,Product Type
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Peanuts
    
    
    18.6
    %
    
    
    16.4
    %
    
    
    19.9
    %
    
    
    18.2
    %Pecans
    
    
    23.2
    
    
    
    27.5
    
    
    
    22.3
    
    
    
    25.5Cashews & Mixed Nuts
    
    
    22.7
    
    
    
    21.2
    
    
    
    22.0
    
    
    
    21.1Walnuts
    
    
    15.4
    
    
    
    16.4
    
    
    
    14.2
    
    
    
    15.0Almonds
    
    
    9.2
    
    
    
    9.4
    
    
    
    10.4
    
    
    
    10.8Other
    
    
    10.9
    
    
    
    9.1
    
    
    
    11.2
    
    
    
    9.4Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    16




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Gross
Profit
  Operating
Expenses
  Income
from Operations
  Interest
Expense
  17




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Rental
and Miscellaneous Expense, Net
  Income
Tax Expense
  Net
Income
  18




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LIQUIDITY AND CAPITAL RESOURCES
 General
      Financing
Arrangements
    19




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20




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Capital
Expenditures
  Recent
Accounting Pronouncements
     21




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




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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
 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.
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Food Safety and Product Contamination Concerns Could Have a Material Adverse Effect on Us
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 6. Exhibits
  24




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




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EXHIBIT INDEX
  ExhibitNumber
    
    Description3.1
    
    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




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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, filed herewith10.36
    
    The Registrants 2008 Equity Incentive Plan, as amended, filed herewith11-30
    
    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 herewith
 27




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##### Table of Contents



ExhibitNumber
    
    Description32.1
    
    Certification of Jeffrey T. Sanfilippo pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, filed herewith32.2
    
    Certification of Michael J. Valentine pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, filed herewith33-100
    
    Not applicable
 (1)
    
    Incorporated by reference to the Registrants Registration Statement on Form S-1,
Registration No. 33-43353, as filed with the Commission on October 15, 1991 (Commission File
No. 0-19681).
 (2)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for the
fiscal year ended December 31, 1991 (Commission File No. 0-19681).
 (3)
    
    Incorporated by reference to the Registrants Registration Statement on Form S-1
(Amendment No. 3), Registration No. 33-43353, as filed with the Commission on November 25,
1991 (Commission File No. 0-19681).
 (4)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the
first quarter ended September 24, 1998 (Commission File No. 0-19681).
 (5)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the
second quarter ended December 28, 2000 (Commission File No. 0-19681).
 (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).
 28




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##### Table of Contents



(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).
 (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).
 29