UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended June 24, 2010
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 0-19681
 JOHN B. SANFILIPPO & SON, INC.
  Delaware
(State or Other Jurisdiction of Incorporation or Organization)
    
    36-2419677
(I.R.S. Employer Identification Number)
 1703 North Randall Road
Elgin, Illinois 60123
 (847) 289-1800
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, $.01 par value per share
    
    The NASDAQ Stock Market LLC
(NASDAQ Global Market)
 Securities registered pursuant to Section 12(g) of the Act: None
 o þ
 o þ
 þ o
 þ
  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
   Documents Incorporated by Reference:




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PART I
 Item 1  Business
 a. General Development of Business
 (i) Background
  Fisher, Orchard Valley Harvest Sunshine Country
 http://www.jbssinc.com. http://www.sec.gov
  (ii) Orchard Valley Harvest Acquisition
  b. Segment Reporting
  2




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c. Narrative Description of Business
 (i) General
   (ii) Principal Products
  
  (iii) Customers
  3




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(iv) Sales and Distribution
    (v) Marketing
     (vi) Competition
  4




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(vii) Raw Materials and Supplies
        (viii) Trademarks and Patents
 Fisher, Orchard Valley Harvest Sunshine Country
 5




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(ix) Employees
  (x) Seasonality
  (xi) Backlog
  (xii) Operating Hazards and Uninsured Risks
  Item 1A  Risk Factors
  We Cannot Control the Availability of Raw Materials and Market Price Fluctuations
  6




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Significant Private Label Competitive Activity Can Lead to Price Declines
  Our Inability to Successfully Manage the Price Gap Between our Private Label Products and Those of
our Branded Competitors May Adversely Affect our Results of Operations
   A Shift to Branded Products Could Adversely Impact our Results of Operations
  We Enter Into Fixed Price Commitments
  7




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We have a Generally Vertically Integrated Model With Respect to Pecans, Peanuts and Walnuts
  We Operate in a Competitive Environment
  We are Dependent Upon Certain Significant Customers
  We are Subject to Pricing Pressures
  Food Safety and Product Contamination Concerns Could Have a Material Adverse Effect on Us
  8




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Product Liability and Product Recalls May Have a Material Adverse Effect on Us
  We are Dependent on Certain Key Personnel
  We are Subject to Government Regulation
  9




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Economic, Political and Social Risks of Doing Business in Emerging Markets May Have a Material
Adverse Effect on Us
  
    
    increased governmental ownership and regulation of the economy;
 
    
    greater likelihood of inflation and adverse economic conditions stemming from
governmental attempts to reduce inflation, such as imposition of higher interest rates and
wage and price controls;
 
    
    supply reduction in the United States from increased domestic demand in the emerging
markets;
 
    
    potential for contractual defaults or forced renegotiations on purchase contracts with
limited legal recourse;
 
    
    tariffs and other barriers to trade that may reduce our profitability; and
 
    
    civil unrest and significant political instability.
  The Way in Which We Measure Inventory May Have a Material Adverse Effect on Us
  We are Subject to the Public Health Security and Bioterrorism Preparedness and Response Act of 2002
  10




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Our Largest Stockholders Possess a Majority of Aggregate Voting Power, Which May Make a Takeover or
Change in Control More Difficult; The Sanfilippo Group Has Pledged a Substantial Amount of their
Class A Common Stock, Which Under Certain Circumstances Could Lead To an Event of Default Under the
Companys Credit Agreement
   We May Incur Material Losses as a Licensed Nut Warehouse Operator under the United States Warehouse
Act
  Essentially all of Our Real Property is Encumbered, Which Could Adversely Affect Our Ability to
Obtain Additional Capital if Required
  11




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General Economic Conditions Could Significantly Affect Our Financial Results
  The OVH Acquisition May Not Produce Expected Results
  Item 1B  Unresolved Staff Comments
  Item 2  Properties
     a. Principal Facilities
 (1)
 12




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Date CompanyConstructed,Square
    
    Types of
    
    
    
    Acquired orLocation
    
    Footage
    
    Interest
    
    Description of Principal Use
    
    First OccupiedBainbridge, Georgia(2)
    
    245,000
    
    Owned
    
    Peanut shelling, purchasing, processing, packaging, warehousing and distribution
    
    1987Garysburg, North Carolina
    
    160,000
    
    Owned
    
    Peanut shelling, purchasing, processing, packaging, warehousing and distribution
    
    1994Selma, Texas(3)
    
    300,000
    
    Leased
    
    Pecan shelling, processing, packaging, warehousing and distribution
    
    1992Gustine, California
    
    215,000
    
    Owned
    
    Walnut shelling, processing, packaging, warehousing and distribution
    
    1993Elgin, Illinois(4) (Elgin Office Building)
    
    400,000
    
    Owned
    
    Rental Property
    
    2005Elgin, Illinois(5) (Elgin Warehouse Building)
    
    1,001,000
    
    Owned
    
    Processing, packaging, warehousing,  distribution and corporate offices
    
    2005Modesto, California
    
    100,000
    
    Leased
    
    Processing, packaging, warehousing and distribution
    
    2010
 
 (1)
    
    In addition to the properties listed in the table, we own land in Elgin, Illinois, which we
originally anticipated using in connection with our facility consolidation project (the Old
Elgin Site). For a description of the Old Elgin Site, see Part II, Item 7 Managements
Discussion and Analysis of Financial Condition and Results of Operations  Real Estate Matters.(2)
    
    The Bainbridge facility is subject to a mortgage and deed of trust securing $4.28 million
(excluding accrued and unpaid interest) in industrial development bonds. See Part II, Item 7
Managements Discussion and Analysis of Financial Condition and Results of Operations 
Liquidity and Capital Resources.(3)
    
    The sale of the Selma, Texas properties to related party partnerships was consummated during
the first quarter of fiscal 2007. See Note 1 to the Consolidated Financial Statements -
Property, Plant and Equipment.(4)
    
    The Elgin Office Building (part of the Elgin Site) was acquired in April 2005, and 41.5% of
the Elgin Office Building was leased back to the seller through April 2008. The lease was not
renewed. Approximately 25% of the Elgin Office Building is currently being leased to other
third parties. The remaining portion of the office building may be leased to third parties;
however, there can be no assurance that we will be able to lease the unoccupied space.
Further capital expenditures will be necessary to lease the remaining space, including the
space previously rented by the seller of the Elgin Site.(5)
    
    The Elgin Warehouse Building (part of the Elgin Site) was acquired in April 2005 and was
expanded from 653,000 to 1,001,000 square feet and was modified to our specifications. Our
Chicago area distribution operation was transferred to the Elgin Warehouse Building in July
2006 and our corporate headquarters were relocated to the Elgin Warehouse Building in February
2007. The majority of our Chicago area processing activities were transferred to the Elgin
Warehouse Building during fiscal 2007, with the remaining activities transferred in fiscal
2008 and the first quarter of fiscal 2009. 13




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b. Manufacturing Capability, Utilization, Technology and Engineering
         Item 3   Legal Proceedings
  Item 4  (Removed and Reserved)
 14




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EXECUTIVE OFFICERS OF THE REGISTRANT
  Jeffrey T. Sanfilippo, Chief Executive Officer 
 Michael J. Valentine, Chief Financial Officer, Group President and Secretary 
 Jasper B. Sanfilippo, Jr., Chief Operating Officer, President and Assistant Secretary 
 James A. Valentine, Chief Information Officer 
 Michael G. Cannon, Senior Vice President, Corporate Operations 
 Thomas J. Fordonski, Senior Vice President, Human Resources
 15




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Robert J. Sarlls, Senior Vice President, Consumer Sales, Strategy and Business Development
 Everardo Soria, Senior Vice President, Pecan Operations and Procurement 
 Walter (Bobby) Tankersley Jr., Senior Vice President, Industrial Sales 
 Jose Cabanin, Vice President, International Sales 
 Brenda Cannon, Vice President, Food Safety/Quality
 John H. Garoni, Vice President, Foodservice Sales 
 Frank S. Pellegrino, Vice President, Finance and Corporate Controller 
 16




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William R. Pokrajac, Vice President, Risk Management and Investor Relations 
 Herbert J. Marros, Director of Financial Reporting and Taxation 
 RELATIONSHIPS AMONG CERTAIN DIRECTORS AND EXECUTIVE OFFICERS
  PART II
 Item 5  Market for Registrants Common Equity and Related Stockholder Matters
  17




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Price Range ofCommon StockYear Ended June 24, 2010
    
    High
    
    
    Low4th Quarter
    
    $
    16.00
    
    
    $
    12.123rd Quarter
    
    $
    17.50
    
    
    $
    14.292nd Quarter
    
    $
    17.68
    
    
    $
    10.881st Quarter
    
    $
    12.50
    
    
    $
    7.03
 Price Range ofCommon StockYear Ended June 25, 2009
    
    High
    
    
    Low4th Quarter
    
    $
    7.82
    
    
    $
    4.013rd Quarter
    
    $
    6.98
    
    
    $
    4.102nd Quarter
    
    $
    8.87
    
    
    $
    4.301st Quarter
    
    $
    10.75
    
    
    $
    7.51
   
 Securities Authorized under Equity Compensation Plans
  18




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##### 



(c) Number of(b) Weighted
    
    
    securities remainingaverage
    
    
    available for future(a) Number of
    
    
    exercise price
    
    
    issuance under equitysecurities to be
    
    
    of outstanding
    
    
    compensation plansissued upon
    
    
    options,
    
    
    (excluding securitiesexercise of options,
    
    
    warrants and
    
    
    reflected in Columnwarrants and rights
    
    
    rights
    
    
    (a))Plan CategoryEquity compensation
plans approved by
stockholders 
stock options
    
    
    327,690
    
    
    $
    12.08
    
    
    
    888,500
    (1)Equity compensation
plans approved by
stockholders 
restricted stock
units
    
    
    107,500
    
    
    
    
    
    
    
    392,500
    (1)Equity compensation
plans not approved
by stockholders
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Under our 2008 Equity Incentive Plan, as amended, a total of 888,500 equity based stock
awards are available for distribution, 392,500 of which may be used for grants of Common
Stock, restricted stock and restricted stock units. Item 6   Selected Financial Data
  Statement of Operations Data:
 Year EndedJune 24,
    
    
    June 25,
    
    
    June 26,
    
    
    June 28,
    
    
    June 29,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006Net sales
    
    $
    561,633
    
    
    $
    553,846
    
    
    $
    541,771
    
    
    $
    540,858
    
    
    $
    579,564Cost of sales
    
    
    466,847
    
    
    
    481,447
    
    
    
    475,538
    
    
    
    499,569
    
    
    
    542,447Gross profit
    
    
    94,786
    
    
    
    72,399
    
    
    
    66,233
    
    
    
    41,289
    
    
    
    37,117Selling and administrative expenses
    
    
    65,114
    
    
    
    57,150
    
    
    
    53,797
    
    
    
    55,457
    
    
    
    55,099Restructuring expenses
    
    
    
    
    
    
    (332
    )
    
    
    1,765
    
    
    
    
    
    
    
    Gain related to real estate sales
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,047
    )
    
    
    (940
    )Goodwill impairment loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,242Income (loss) from operations
    
    
    29,672
    
    
    
    15,581
    
    
    
    10,671
    
    
    
    (11,121
    )
    
    
    (18,284
    )Interest expense
    
    
    (5,653
    )
    
    
    (7,646
    )
    
    
    (10,502
    )
    
    
    (9,347
    )
    
    
    (6,516
    )Debt extinguishment costs
    
    
    
    
    
    
    
    
    
    
    (6,737
    )
    
    
    
    
    
    
    Rental and miscellaneous (expense) income, net
    
    
    (1,147
    )
    
    
    (1,277
    )
    
    
    (286
    )
    
    
    (629
    )
    
    
    (610
    )Income (loss) before income taxes
    
    
    22,872
    
    
    
    6,658
    
    
    
    (6,854
    )
    
    
    (21,097
    )
    
    
    (25,410
    )Income tax expense (benefit)
    
    
    8,447
    
    
    
    (259
    )
    
    
    (897
    )
    
    
    (7,520
    )
    
    
    (8,689
    )Net income (loss)
    
    $
    14,425
    
    
    $
    6,917
    
    
    $
    (5,957
    )
    
    $
    (13,577
    )
    
    $
    (16,721
    )Basic earnings (loss) per common share
    
    $
    1.36
    
    
    $
    0.65
    
    
    $
    (0.56
    )
    
    $
    (1.28
    )
    
    $
    (1.58
    )Diluted earnings (loss) per common share
    
    $
    1.34
    
    
    $
    0.65
    
    
    $
    (0.56
    )
    
    $
    (1.28
    )
    
    $
    (1.58
    )
 19




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##### 



Balance Sheet Data:
 June 24,
    
    
    June 25,
    
    
    June 26,
    
    
    June 28,
    
    
    June 29,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006Working capital
    
    $
    49,149
    
    
    $
    52,701
    
    
    $
    42,863
    
    
    $
    15,461
    
    
    $
    22,617Total assets
    
    
    358,281
    
    
    
    322,699
    
    
    
    350,784
    
    
    
    367,271
    
    
    
    390,912Long-term debt, less current maturities
    
    
    42,680
    
    
    
    49,016
    
    
    
    52,356
    
    
    
    19,783
    
    
    
    5,618Total debt
    
    
    98,666
    
    
    
    93,938
    
    
    
    132,555
    
    
    
    148,034
    
    
    
    137,676Stockholders equity
    
    
    179,894
    
    
    
    165,499
    
    
    
    158,372
    
    
    
    162,991
    
    
    
    180,110
 Item 7  Managements Discussion and Analysis of Financial Condition and Results of Operations
  Fisher, Orchard Valley Harvest Sunshine Country
   20




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Annual Highlights
     Results of Operations
  Percentage of Net Sales
    
    
    Percentage Increase/DecreaseFiscal 2010
    
    
    Fiscal 2009Fiscal 2010
    
    
    Fiscal 2009
    
    
    Fiscal 2008
    
    
    vs. 2009
    
    
    vs. 2008Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    1.4
    %
    
    
    2.2
    %Gross profit
    
    
    16.9
    
    
    
    13.1
    
    
    
    12.2
    
    
    
    30.9
    
    
    
    9.3Selling expenses
    
    
    7.2
    
    
    
    6.6
    
    
    
    6.4
    
    
    
    11.0
    
    
    
    4.5Administrative expenses
    
    
    4.4
    
    
    
    3.7
    
    
    
    3.5
    
    
    
    19.0
    
    
    
    9.5Restructuring expenses
    
    
    
    
    
    
    (0.1
    )
    
    
    0.3
    
    
    
    
    
    
    
    (118.8
    )
 Fiscal 2010 Compared to Fiscal 2009
 Net Sales .
  21




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Fiscal 2010
    
    
    Fiscal 2009Distribution ChannelConsumer
    
    $
    331,509
    
    
    
    59.0
    %
    
    $
    317,097
    
    
    
    57.3
    %Industrial
    
    
    78,255
    
    
    
    13.9
    
    
    
    79,147
    
    
    
    14.3Food Service
    
    
    63,186
    
    
    
    11.3
    
    
    
    64,657
    
    
    
    11.7Contract Packaging
    
    
    52,332
    
    
    
    9.3
    
    
    
    55,753
    
    
    
    10.0Export
    
    
    36,351
    
    
    
    6.5
    
    
    
    37,192
    
    
    
    6.7Total
    
    $
    561,633
    
    
    
    100.0
    %
    
    $
    553,846
    
    
    
    100.0
    %
  Fiscal 2010
    
    
    Fiscal 2009Product TypePeanuts
    
    
    19.9
    %
    
    
    21.8
    %Pecans
    
    
    19.0
    
    
    
    19.2Cashews & Mixed Nuts
    
    
    21.1
    
    
    
    22.5Walnuts
    
    
    12.4
    
    
    
    13.3Almonds
    
    
    11.5
    
    
    
    11.3Other
    
    
    16.1
    
    
    
    11.9Total
    
    
    100.0
    %
    
    
    100.0
    %
       22




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Gross Profit.
  Operating Expenses.
  Income from Operations .
  Interest Expense .
  Rental and Miscellaneous (Expense) Income, Net.
  Income Tax Expense (Benefit) .
  Net Income.
  23




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Fiscal 2009 Compared to Fiscal 2008
 Net Sales .
   Fiscal 2009
    
    
    Fiscal 2008Distribution ChannelConsumer
    
    $
    317,097
    
    
    
    57.3
    %
    
    $
    294,021
    
    
    
    54.2
    %Industrial
    
    
    79,147
    
    
    
    14.3
    
    
    
    92,792
    
    
    
    17.1Food Service
    
    
    64,657
    
    
    
    11.7
    
    
    
    68,132
    
    
    
    12.6Contract Packaging
    
    
    55,753
    
    
    
    10.0
    
    
    
    47,441
    
    
    
    8.8Export
    
    
    37,192
    
    
    
    6.7
    
    
    
    39,385
    
    
    
    7.3Total
    
    $
    553,846
    
    
    
    100.0
    %
    
    $
    541,771
    
    
    
    100.0
    %
  Fiscal 2009
    
    
    Fiscal 2008Product TypePeanuts
    
    
    21.8
    %
    
    
    20.1
    %Pecans
    
    
    19.2
    
    
    
    22.6Cashews & Mixed Nuts
    
    
    22.5
    
    
    
    20.8Walnuts
    
    
    13.3
    
    
    
    14.7Almonds
    
    
    11.3
    
    
    
    11.9Other
    
    
    11.9
    
    
    
    9.9Total
    
    
    100.0
    %
    
    
    100.0
    %
     24




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##### 



Gross Profit.
  Operating Expenses .
  Income from Operations .
  Interest Expense .
  Debt Extinguishment Costs.
  Rental and Miscellaneous (Expense) Income, Net.
  Income Tax Benefit .
  25




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##### 



Net Income (Loss).
  Liquidity and Capital Resources
 General.
        26




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##### 



Real Estate Matters.
   Financing Arrangements.
    27




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##### 



28




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##### 



Capital Expenditures.
  Off-Balance Sheet Arrangements
  29




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##### 



Contractual Cash Obligations
  Total
    
    
    Less Than 1 Year
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    More Than 5 YearsLong-term debt obligations
    
    $
    87,109
    
    
    $
    18,559
    
    
    $
    12,186
    
    
    $
    10,668
    
    
    $
    45,696Capital lease obligations
    
    
    481
    
    
    
    332
    
    
    
    128
    
    
    
    21
    
    
    
    Minimum operating lease
commitments
    
    
    3,686
    
    
    
    1,907
    
    
    
    1,447
    
    
    
    299
    
    
    
    33Revolving credit facility
borrowings
    
    
    40,437
    
    
    
    
    
    
    
    40,437
    
    
    
    
    
    
    
    Purchase obligations
    
    
    134,340
    
    
    
    134,340
    
    
    
    
    
    
    
    
    
    
    
    Other long-term liabilities
reflected on our balance sheetTotal contractual cash obligations
    
    $
    266,053
    
    
    $
    155,138
    
    
    $
    54,198
    
    
    $
    10,988
    
    
    $
    45,729
  Critical Accounting Policies and Estimates
   Revenue Recognition.
  30




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##### 



Inventories.
  Impairment of Long-Lived Assets.
    Goodwill.
   31




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##### 



Earn-out Liability.
  EarnoutEarnout Measurement
    
    PaymentCalendar 2010 net retail sales greater than $25.5 million
    
    $
    79Calendar 2010 net total sales greater than $41.5 million and calendar
2010 net retail sales greater than $36.5 million
    
    
    5,000Calendar 2011 net total sales greater than $49.0 million and calendar
2011 net retail sales greater than $43.0 million
    
    
    2,500Calendar 2010 and calendar 2011 retail sales greater than $105.0 million
    
    
    2,500Total
    
    $
    10,079
   Introductory Funds.
  Related Party Transactions.
  Income Taxes.
  32




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##### 



Recent Accounting Pronouncements.
    33




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##### 



Forward-Looking Statements
  
 Item 7A   Quantitative and Qualitative Disclosures About Market Risk
    34




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##### 



Item 8   Financial Statements and Supplementary Data
 Report of Independent Registered Public Accounting Firm
  Internal Control  Integrated Framework
    
 35




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##### 



JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED BALANCE SHEETS   (dollars in thousands, except per share amounts
 June 24,
    
    
    June 25,2010
    
    
    2009ASSETSCURRENT ASSETS:Cash
    
    $
    1,437
    
    
    $
    863Accounts receivable, less allowances of $2,071 and $2,765, respectively
    
    
    42,074
    
    
    
    34,760Inventories
    
    
    114,360
    
    
    
    106,289Income taxes receivable
    
    
    104
    
    
    
    Deferred income taxes
    
    
    4,486
    
    
    
    4,108Prepaid expenses and other current assets
    
    
    2,319
    
    
    
    1,784TOTAL CURRENT ASSETS
    
    
    164,780
    
    
    
    147,804PROPERTY, PLANT AND EQUIPMENT:Land
    
    
    9,463
    
    
    
    9,463Buildings
    
    
    101,421
    
    
    
    100,482Machinery and equipment
    
    
    155,796
    
    
    
    150,266Furniture and leasehold improvements
    
    
    3,969
    
    
    
    6,231Vehicles
    
    
    632
    
    
    
    676Construction in progress
    
    
    2,033
    
    
    
    1,734273,314
    
    
    
    268,852Less: Accumulated depreciation
    
    
    140,353
    
    
    
    134,648132,961
    
    
    
    134,204Rental investment property, less accumulated depreciation of $4,458
and $3,559, respectively
    
    
    31,242
    
    
    
    32,141TOTAL PROPERTY, PLANT AND EQUIPMENT
    
    
    164,203
    
    
    
    166,345Cash surrender value of officers life insurance and other assets
    
    
    7,723
    
    
    
    7,981Goodwill
    
    
    5,454
    
    
    
    Intangible assets
    
    
    16,121
    
    
    
    569TOTAL ASSETS
    
    $
    358,281
    
    
    $
    322,699
 The accompanying notes are an integral part of these consolidated financial statements.
 36




---



##### 



JOHN B. SANFILIPPO & SON, INC.

CONSOLIDATED BALANCE SHEETS   (dollars in thousands, except per share amounts
 June 24,
    
    
    June 25,2010
    
    
    2009LIABILITIES & STOCKHOLDERS EQUITYCURRENT LIABILITIES:Revolving credit facility borrowings
    
    $
    40,437
    
    
    $
    33,232Current maturities of long-term debt, including
related party debt of $253 and $234, respectively
    
    
    15,549
    
    
    
    11,690Accounts payable, including related party payables of
$301 and $687, respectively
    
    
    29,625
    
    
    
    23,479Book overdraft
    
    
    2,061
    
    
    
    5,632Accrued payroll and related benefits
    
    
    10,613
    
    
    
    8,713Accrued workers compensation
    
    
    5,254
    
    
    
    5,159Other accrued expenses
    
    
    12,092
    
    
    
    7,149Income taxes payable
    
    
    
    
    
    
    49TOTAL CURRENT LIABILITIES
    
    
    115,631
    
    
    
    95,103LONG-TERM LIABILITIES:Long-term debt, less current maturities, including
related party debt of $13,156 and $13,410,
respectively
    
    
    42,680
    
    
    
    49,016Retirement plan
    
    
    9,951
    
    
    
    8,095Deferred income taxes
    
    
    4,569
    
    
    
    3,634Other
    
    
    5,556
    
    
    
    1,352TOTAL LONG-TERM LIABILITIES
    
    
    62,756
    
    
    
    62,097COMMITMENTS 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
    
    
    
    26Common Stock, noncumulative voting rights of one vote
per share, $.01 par value; 17,000,000 shares
authorized, 8,166,849 and 8,140,599 shares issued,
respectively
    
    
    82
    
    
    
    81Capital in excess of par value
    
    
    101,787
    
    
    
    101,119Retained earnings
    
    
    82,602
    
    
    
    68,177Accumulated other comprehensive loss
    
    
    (3,399
    )
    
    
    (2,700
    )Treasury stock, at cost; 117,900 shares of Common Stock
    
    
    (1,204
    )
    
    
    (1,204
    )TOTAL STOCKHOLDERS EQUITY
    
    
    179,894
    
    
    
    165,499TOTAL LIABILITIES & STOCKHOLDERS EQUITY
    
    $
    358,281
    
    
    $
    322,699
 The accompanying notes are an integral part of these consolidated financial statements.
 37




---



##### 



JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS   dollars in thousands, except for earnings per share
 Year Ended
    
    
    Year Ended
    
    
    Year EndedJune 24, 2010
    
    
    June 25, 2009
    
    
    June 26, 2008Net sales
    
    $
    561,633
    
    
    $
    553,846
    
    
    $
    541,771Cost of sales
    
    
    466,847
    
    
    
    481,447
    
    
    
    475,538Gross profit
    
    
    94,786
    
    
    
    72,399
    
    
    
    66,233Operating expenses:Selling expenses
    
    
    40,494
    
    
    
    36,465
    
    
    
    34,899Administrative expenses
    
    
    24,620
    
    
    
    20,685
    
    
    
    18,898Restructuring expenses
    
    
    
    
    
    
    (332
    )
    
    
    1,765Total operating expenses
    
    
    65,114
    
    
    
    56,818
    
    
    
    55,562Income from operations
    
    
    29,672
    
    
    
    15,581
    
    
    
    10,671Other income (expense):Interest expense ($1,075, $1,092 and $1,109
to related parties, respectively)
    
    
    (5,653
    )
    
    
    (7,646
    )
    
    
    (10,502
    )Debt extinguishment costs
    
    
    
    
    
    
    
    
    
    
    (6,737
    )Rental and miscellaneous (expense) income, net
    
    
    (1,147
    )
    
    
    (1,277
    )
    
    
    (286
    )Total other expense, net
    
    
    (6,800
    )
    
    
    (8,923
    )
    
    
    (17,525
    )Income (loss) before income taxes
    
    
    22,872
    
    
    
    6,658
    
    
    
    (6,854
    )Income tax expense (benefit)
    
    
    8,447
    
    
    
    (259
    )
    
    
    (897
    )Net income (loss)
    
    $
    14,425
    
    
    $
    6,917
    
    
    $
    (5,957
    )Income (loss) per common share (basic)
    
    $
    1.36
    
    
    $
    0.65
    
    
    $
    (0.56
    )Income (loss) per common share (diluted)
    
    $
    1.34
    
    
    $
    0.65
    
    
    $
    (0.56
    )Weighted average shares outstanding  basic
    
    
    10,642,824
    
    
    
    10,618,240
    
    
    
    10,610,272Weighted average shares outstanding  diluted
    
    
    10,725,108
    
    
    
    10,635,277
    
    
    
    10,610,272
 The accompanying notes are an integral part of these consolidated financial statements.
 38




---



##### 



JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY   dollars in thousands
 Accumulated OtherClass A Common Stock
    
    
    Common Stock
    
    
    Capital in Excess of
    
    
    Retained
    
    
    Comprehensive
    
    
    TreasuryShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Par Value
    
    
    Earnings
    
    
    Loss
    
    
    Stock
    
    
    TotalBalance, June 28, 2007
    
    
    2,597,426
    
    
    $
    26
    
    
    
    8,123,349
    
    
    $
    81
    
    
    $
    100,335
    
    
    $
    67,810
    
    
    $
    (4,057
    )
    
    $
    (1,204
    )
    
    $
    162,991Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,957
    )
    
    
    
    
    
    
    
    
    
    
    (5,957
    )Pension liability
amortization, net of
income tax benefit of
$209
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    389
    
    
    
    
    
    
    
    389Pension liability
adjustment, net of
income tax benefit of
$255
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    474
    
    
    
    
    
    
    
    474Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,094
    )Stock option exercises
    
    
    
    
    
    
    
    
    
    
    11,250
    
    
    
    
    
    
    
    72
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    72Tax benefit of stock
option exercises
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6Stock-based
compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    397
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    397Balance, June 26, 2008
    
    
    2,597,426
    
    
    $
    26
    
    
    
    8,134,599
    
    
    $
    81
    
    
    $
    100,810
    
    
    $
    61,853
    
    
    $
    (3,194
    )
    
    $
    (1,204
    )
    
    $
    158,372Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,917
    
    
    
    
    
    
    
    
    
    
    
    6,917Pension liability
amortization, net of
income tax benefit of
$222
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    412
    
    
    
    
    
    
    
    412Pension liability
adjustment, net of
income tax benefit of
$45
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    82
    
    
    
    
    
    
    
    82Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,411Stock option exercises
    
    
    
    
    
    
    
    
    
    
    6,000
    
    
    
    
    
    
    
    36
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36Stock-based
compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    273
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    273Adoption of new
accounting rule for
life insurance
arrangements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (593
    )
    
    
    
    
    
    
    
    
    
    
    (593
    )Balance, June 25, 2009
    
    
    2,597,426
    
    
    $
    26
    
    
    
    8,140,599
    
    
    $
    81
    
    
    $
    101,119
    
    
    $
    68,177
    
    
    $
    (2,700
    )
    
    $
    (1,204
    )
    
    $
    165,499Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,425
    
    
    
    
    
    
    
    
    
    
    
    14,425Pension liability
amortization, net of
income tax benefit of
$219
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    406
    
    
    
    
    
    
    
    406Pension liability
adjustment, net of
income tax expense of
$678
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,105
    )
    
    
    
    
    
    
    (1,105
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,726Stock option exercises
    
    
    
    
    
    
    
    
    
    
    26,250
    
    
    
    1
    
    
    
    177
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    178Stock-based
compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    491
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    491Balance, June 24, 2010
    
    
    2,597,426
    
    
    $
    26
    
    
    
    8,166,849
    
    
    $
    82
    
    
    $
    101,787
    
    
    $
    82,602
    
    
    $
    (3,399
    )
    
    $
    (1,204
    )
    
    $
    179,894
 The accompanying notes are an integral part of these consolidated financial statements.
 39




---



##### 



JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS   dollars in thousands
 Year Ended
    
    
    Year Ended
    
    
    Year EndedJune 24, 2010
    
    
    June 25, 2009
    
    
    June 26, 2008Cash flows from operating activities:Net income (loss)
    
    $
    14,425
    
    
    $
    6,917
    
    
    $
    (5,957
    )Depreciation and amortization
    
    
    15,825
    
    
    
    15,922
    
    
    
    15,742(Gain)/loss on disposition of properties
    
    
    (85
    )
    
    
    138
    
    
    
    (8
    )Deferred income tax expense/(benefit)
    
    
    557
    
    
    
    (474
    )
    
    
    (466
    )Stock-based compensation expense
    
    
    491
    
    
    
    273
    
    
    
    397Change in current assets and current liabilities,
excluding impact of OVH acquisition:Accounts receivable, net
    
    
    (2,169
    )
    
    
    (336
    )
    
    
    1,600Inventories
    
    
    2,574
    
    
    
    20,743
    
    
    
    7,127Prepaid expenses and other current assets
    
    
    1,573
    
    
    
    (192
    )
    
    
    (442
    )Accounts payable
    
    
    3,988
    
    
    
    (1,876
    )
    
    
    4,091Accrued expenses
    
    
    1,774
    
    
    
    1,586
    
    
    
    1,313Income taxes receivable/payable
    
    
    (153
    )
    
    
    271
    
    
    
    6,490Other, net
    
    
    3,257
    
    
    
    442
    
    
    
    (270
    )Net cash provided by operating activities
    
    
    42,057
    
    
    
    43,414
    
    
    
    29,617Cash flows from investing activities:Purchases of property, plant and equipment
    
    
    (8,481
    )
    
    
    (5,912
    )
    
    
    (11,569
    )Proceeds from disposition of assets
    
    
    148
    
    
    
    97
    
    
    
    112Purchase of assets of Orchard Valley Harvest, Inc.
    
    
    (32,772
    )
    
    
    
    
    
    
    Cash surrender value of officers life insurance
    
    
    (135
    )
    
    
    (205
    )
    
    
    (205
    )Net cash used in investing activities
    
    
    (41,240
    )
    
    
    (6,020
    )
    
    
    (11,662
    )Cash flows from financing activities:Borrowings under revolving credit facilities
    
    
    233,559
    
    
    
    162,548
    
    
    
    70,859Repayments of revolving credit borrowings
    
    
    (226,354
    )
    
    
    (197,264
    )
    
    
    (92,940
    )Initial borrowing under new revolving credit facility
    
    
    
    
    
    
    
    
    
    
    82,031Payment of amounts outstanding under prior revolving
credit facility
    
    
    
    
    
    
    
    
    
    
    (65,283
    )Issuance of long-term debt
    
    
    
    
    
    
    
    
    
    
    45,000Debt issuance costs
    
    
    
    
    
    
    
    
    
    
    (3,273
    )Principal payments on long-term debt
    
    
    (4,055
    )
    
    
    (3,901
    )
    
    
    (55,353
    )(Decrease)/increase in book overdraft
    
    
    (3,571
    )
    
    
    1,334
    
    
    
    (717
    )Issuance of Common Stock under option plans
    
    
    157
    
    
    
    36
    
    
    
    72Tax benefit of stock option exercises
    
    
    21
    
    
    
    
    
    
    
    6Net cash used in financing activities
    
    
    (243
    )
    
    
    (37,247
    )
    
    
    (19,598
    )Net increase (decrease) in cash
    
    
    574
    
    
    
    147
    
    
    
    (1,643
    )Cash:Beginning of period
    
    
    863
    
    
    
    716
    
    
    
    2,359End of period
    
    $
    1,437
    
    
    $
    863
    
    
    $
    716Supplemental disclosures of cash flow information:Interest paid, net of interest capitalized
    
    $
    4,968
    
    
    $
    7,208
    
    
    $
    10,456Income taxes paid, excluding refunds of $29, $141
and $6,675, respectively
    
    
    7,586
    
    
    
    347
    
    
    
    107Capital lease obligations incurred
    
    
    146
    
    
    
    
    
    
    
    207
 The accompanying notes are an integral part of these consolidated financial statements.
 40




---



##### 



JOHN B. SANFILIPPO & SON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1  SIGNIFICANT ACCOUNTING POLICIES
 Basis of Presentation and Consolidation
  Management Estimates
  Accounts Receivable
  Inventories
   41




---



##### 



Property, Plant and Equipment
   Impairment of Long-Lived Assets
    Goodwill
   Facility Consolidation Project/Real Estate Transactions
  42




---



##### 



June 30, 2011
    
    $
    1,449June 28, 2012
    
    
    1,383June 27, 2013
    
    
    1,364June 26, 2014
    
    
    1,376June 25, 2015
    
    
    1,210Thereafter
    
    
    2,096$
    8,878
  Introductory Funds
  Fair Value of Financial Instruments
   43




---



##### 



Revenue Recognition
  Significant Customers
  Promotion and Advertising Costs
  Shipping and Handling Costs
  Income Taxes
  44




---



##### 



Segment Reporting
  Earnings per Share
  Year Ended
    
    
    Year Ended
    
    
    Year EndedJune 24, 2010
    
    
    June 25, 2009
    
    
    June 26, 2008Weighted average shares outstanding  basic
    
    
    10,642,824
    
    
    
    10,618,240
    
    
    
    10,610,272Effect of dilutive securities:Stock options and restricted stock units
    
    
    82,284
    
    
    
    17,037
    
    
    
    Weighted average shares outstanding  diluted
    
    
    10,725,108
    
    
    
    10,635,277
    
    
    
    10,610,272
  Comprehensive Income (Loss)
  Recent Accounting Pronouncements
   45




---



##### 



NOTE 2  INVENTORIES
  June 24, 2010
    
    
    June 25, 2009Raw material and supplies
    
    $
    54,990
    
    
    $
    50,525Work-in-process and finished goods
    
    
    59,370
    
    
    
    55,764Total
    
    $
    114,360
    
    
    $
    106,289
 46




---



##### 



NOTE 3  ACQUISITION OF ORCHARD VALLEY HARVEST, INC.
   Accounts receivable
    
    $
    5,145Inventories
    
    
    10,645Other assets
    
    
    2,130Property, plant and equipment
    
    
    3,408Intangible assets, including customer relationships, non-compete
agreement and brand name (Note 4)
    
    
    16,170Goodwill
    
    
    5,454Accounts payable and accrued liabilities
    
    
    (2,911
    )Debt
    
    
    (1,432
    )Earn-out liability
    
    
    (5,837
    )Total
    
    $
    32,772
    EarnoutEarnout 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 sales greater than $49,000 and calendar 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
  47




---



##### 



Year Ended
    
    
    Year EndedJune 24, 2010
    
    
    June 25, 2009Net sales
    
    $
    614,336
    
    
    $
    605,549Net income
    
    $
    18,241
    
    
    $
    6,648Diluted earnings per share
    
    $
    1.70
    
    
    $
    0.63
  NOTE 4  GOODWILL AND INTANGIBLE ASSETS
   June 24, 2010
    
    
    June 25, 2009Customer relationships
    
    $
    10,600
    
    
    $
    Non-compete agreement
    
    
    5,400
    
    
    
    Brand names
    
    
    8,090
    
    
    
    7,920Total intangible assets, gross
    
    
    24,090
    
    
    
    7,920Less accumulated amortization:Customer relationships
    
    
    (146
    )
    
    
    Non-compete agreement
    
    
    (43
    )
    
    
    Brand names
    
    
    (7,780
    )
    
    
    (7,351
    )Total accumulated amortization
    
    
    (7,969
    )
    
    
    (7,351
    )Net intangible assets
    
    $
    16,121
    
    
    $
    569
  48




---



##### 



NOTE 5  REVOLVING CREDIT FACILITY
      49




---



##### 



NOTE 6  LONG-TERM DEBT
  June 24, 2010
    
    
    June 25, 2009Mortgage facility (Tranche
A), collateralized by real
property, due in monthly
principal installments of
$200 plus interest at 7.63%
per annum from June 2008 to
February 2023 with a final
principal payment of $600
in March 2023
    
    $
    31,000
    
    
    $
    33,400Mortgage facility (Tranche
B), collateralized by real
property, due in monthly
principal installments of
$50 plus interest at LIBOR
plus 5.50% per annum from
June 2008 to February 2023
with a final principal
payment of $150 in March
2023
    
    
    7,750
    
    
    
    8,350Industrial development
bonds, collateralized by
building, machinery and
equipment with a cost
aggregating $8,000
    
    
    4,280
    
    
    
    4,720Selma, Texas facility
financing obligation to
related parties, due in
monthly installments of
$109 through September 1,
2031
    
    
    13,410
    
    
    
    13,644Equipment loan,
collateralized by machinery
and equipment, monthly
installments of $46 through
December 2012
    
    
    1,340
    
    
    
    Capitalized equipment leases
    
    
    449
    
    
    
    59258,229
    
    
    
    60,706Less: Current maturities
    
    
    (15,549
    )
    
    
    (11,690
    )Total long-term debt
    
    $
    42,680
    
    
    $
    49,016
    50




---



##### 



June 30, 2011
    
    $
    15,549June 28, 2012
    
    
    3,304June 27, 2013
    
    
    2,970June 26, 2014
    
    
    2,740June 25, 2015
    
    
    2,749Thereafter
    
    
    30,917Total
    
    $
    58,229
 NOTE 7  INCOME TAXES
  June 24, 2010
    
    
    June 25, 2009
    
    
    June 26, 2008Current
    
    $
    7,890
    
    
    $
    215
    
    
    $
    (431
    )Deferred
    
    
    557
    
    
    
    (474
    )
    
    
    (466
    )Total income tax expense (benefit)
    
    $
    8,447
    
    
    $
    (259
    )
    
    $
    (897
    )
  51




---



##### 



June 24,
    
    
    June 25,
    
    
    June 26,2010
    
    
    2009
    
    
    2008Federal statutory income tax rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    (35.0
    )%State income taxes, net of federal benefit
    
    
    4.2
    
    
    
    7.8
    
    
    
    (6.9
    )Effect of ASC 715
    
    
    
    
    
    
    
    
    
    
    (3.8
    )Net change in valuation allowance for net
deferred tax assets
    
    
    
    
    
    
    (45.5
    )
    
    
    30.9Domestic manufacturing deduction
    
    
    (2.0
    )
    
    
    
    
    
    
    Other
    
    
    (0.3
    )
    
    
    (1.2
    )
    
    
    1.7Effective tax rate
    
    
    36.9
    %
    
    
    (3.9
    )%
    
    
    (13.1
    )%
  June 24, 2010
    
    
    June 25, 2009Asset
    
    
    Liability
    
    
    Asset
    
    
    LiabilityCurrentAccounts receivable
    
    $
    217
    
    
    $
    
    
    
    $
    211
    
    
    $
    Employee compensation
    
    
    1,551
    
    
    
    
    
    
    
    1,503
    
    
    
    Inventory
    
    
    302
    
    
    
    
    
    
    
    287
    
    
    
    Workers compensation
    
    
    1,599
    
    
    
    
    
    
    
    1,534
    
    
    
    Other
    
    
    817
    
    
    
    
    
    
    
    573
    
    
    
    Total current
    
    $
    4,486
    
    
    $
    
    
    
    $
    4,108
    
    
    $
    Long termDepreciation
    
    $
    
    
    
    $
    (11,481
    )
    
    $
    
    
    
    $
    (10,224
    )Amortization
    
    
    57
    
    
    
    
    
    
    
    
    
    
    
    (24
    )Capitalized leases
    
    
    595
    
    
    
    
    
    
    
    319
    
    
    
    Goodwill
    
    
    280
    
    
    
    
    
    
    
    
    
    
    
    Operating loss carryforwards
    
    
    668
    
    
    
    
    
    
    
    2,757
    
    
    
    Retirement plan
    
    
    3,881
    
    
    
    
    
    
    
    3,076
    
    
    
    Employee compensation
    
    
    1,131
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    300
    
    
    
    
    
    
    
    462
    
    
    
    Total long-term
    
    $
    6,912
    
    
    $
    (11,481
    )
    
    $
    6,614
    
    
    $
    (10,248
    )Total
    
    $
    11,398
    
    
    $
    (11,481
    )
    
    $
    10,722
    
    
    $
    (10,248
    )
   52




---



##### 



NOTE 8  COMMITMENTS AND CONTINGENCIES
 Operating Leases
  June 30, 2011
    
    $
    1,907June 28, 2012
    
    
    971June 27, 2013
    
    
    476June 26, 2014
    
    
    173June 25, 2015
    
    
    126Thereafter
    
    
    33$
    3,686
 Earnout Liability
  Litigation
  NOTE 9  STOCKHOLDERS EQUITY
  NOTE 10  STOCK-BASED COMPENSATION PLANS
  53




---



##### 



June 24, 2010
    
    
    June 25, 2009
    
    
    June 26, 2008Average risk-free interest rate
    
    
    3.0
    %
    
    
    2.5
    %
    
    
    3.7
    %Expected dividend yield
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Expected volatility
    
    
    50.4
    %
    
    
    52.8
    %
    
    
    54.3
    %Expected life (years)
    
    
    6.3
    
    
    
    6.3
    
    
    
    6.3
  54




---



##### 



WeightedAverageExerciseShares
    
    
    PriceOutstanding at June 28, 2007
    
    
    353,690
    
    
    $
    13.00Activity:Granted
    
    
    151,500
    
    
    
    7.98Exercised
    
    
    (11,250
    )
    
    
    6.40Forfeited
    
    
    (23,500
    )
    
    
    13.98Outstanding at June 26, 2008
    
    
    470,440
    
    
    $
    11.49Activity:Granted
    
    
    1,500
    
    
    
    5.88Exercised
    
    
    (6,000
    )
    
    
    5.98Forfeited
    
    
    (84,000
    )
    
    
    9.58Outstanding at June 25, 2009
    
    
    381,940
    
    
    $
    11.97Activity:Granted
    
    
    2,500
    
    
    
    15.19Exercised
    
    
    (26,250
    )
    
    
    6.22Forfeited
    
    
    (30,500
    )
    
    
    16.00Outstanding at June 24, 2010
    
    
    327,690
    
    
    $
    12.08Exercisable at June 24, 2010
    
    
    270,565
    
    
    $
    12.76Exercisable at June 25, 2009
    
    
    279,065
    
    
    $
    12.74Exercisable at June 26, 2008
    
    
    238,690
    
    
    $
    12.72
    Option Price Per Share Range$4.06 - $11.30
    
    
    $15.03 - $32.30Number of options
    
    
    197,065
    
    
    
    130,625Weighted-average exercise price
    
    $
    8.27
    
    
    $
    17.83Weighted-average remaining life (years)
    
    
    5.1
    
    
    
    3.7Number of options exercisable
    
    
    142,440
    
    
    
    128,125Weighted average exercise price for exercisable options
    
    $
    8.16
    
    
    $
    17.88
 55




---



##### 



NOTE 11  EMPLOYEE BENEFIT PLANS
    NOTE 12  RETIREMENT PLAN
   June 24, 2010
    
    
    June 25, 2009Change in projected benefit obligationBenefit obligation at beginning of year
    
    $
    8,749
    
    
    $
    9,043Service cost
    
    
    145
    
    
    
    138Interest cost
    
    
    581
    
    
    
    562Actuarial loss (gain)
    
    
    1,783
    
    
    
    (128
    )Benefits paid
    
    
    (654
    )
    
    
    (866
    )Projected benefit obligation at end of year
    
    $
    10,604
    
    
    $
    8,749
 56




---



##### 



June 24, 2010
    
    
    June 25, 2009
    
    
    June 26, 2008Actuarial Loss (Gain)Change in bonus expectation
    
    $
    
    
    
    $
    91
    
    
    $
    Change in assumed pay increases
    
    
    95
    
    
    
    
    
    
    
    Change in discount rate
    
    
    1,611
    
    
    
    (399
    )
    
    
    (267
    )Adjustment to projected retiree benefit
    
    
    
    
    
    
    
    
    
    
    (310
    )Other
    
    
    77
    
    
    
    180
    
    
    
    (152
    )Actuarial loss (gain)
    
    $
    1,783
    
    
    $
    (128
    )
    
    $
    (729
    )
  June 24, 2010
    
    
    June 25, 2009
    
    
    June 26, 2008Service cost
    
    $
    145
    
    
    $
    138
    
    
    $
    138Interest cost
    
    
    581
    
    
    
    562
    
    
    
    575Recognized gain amortization
    
    
    (332
    )
    
    
    (324
    )
    
    
    (359
    )Prior service cost amortization
    
    
    957
    
    
    
    957
    
    
    
    957Net periodic pension cost
    
    $
    1,351
    
    
    $
    1,333
    
    
    $
    1,311
   June 24, 2010
    
    
    June 25, 2009
    
    
    June 26, 2008Discount rate
    
    
    5.61
    %
    
    
    6.90
    %
    
    
    6.52
    %Rate of compensation increases
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %Bonus payment
    
    60% - 70% of
    
    60% - 70% of
    
    60% of base,base,
    
    base,
    
    paid 3 of 5paid 3 of 5
    
    paid 3 of 5
    
    yearsyears
    
    years
  June 24, 2010
    
    
    June 25, 2009
    
    
    June 26, 2008Discount rate
    
    
    6.90
    %
    
    
    6.52
    %
    
    
    6.27
    %Rate of compensation increases
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %Bonus payment
    
    60% - 70% of
    
    60% of base,
    
    60% of base,base,
    
    paid 3 of 5
    
    paid 3 of 5paid 3 of 5
    
    years
    
    yearsyears
 57




---



##### 



Fiscal year2011
    
    $
    6542012
    
    
    6522013
    
    
    6482014
    
    
    6412015
    
    
    6322016  2020
    
    
    2,884
  June 24, 2010
    
    
    June 25, 2009Unrecognized net gain
    
    $
    4,737
    
    
    $
    6,852Unrecognized prior service cost
    
    
    (10,049
    )
    
    
    (11,006
    )Tax effect
    
    
    1,913
    
    
    
    1,454Net amount recognized
    
    $
    (3,399
    )
    
    $
    (2,700
    )
  NOTE 13  TRANSACTIONS WITH RELATED PARTIES
    NOTE 14  DISTRIBUTION CHANNEL AND PRODUCT TYPE SALES MIX
  58




---



##### 



June 24,
    
    
    June 25,
    
    
    June 26,2010
    
    
    2009
    
    
    2008Distribution ChannelConsumer
    
    $
    331,509
    
    
    $
    317,097
    
    
    $
    294,021Industrial
    
    
    78,255
    
    
    
    79,147
    
    
    
    92,792Food Service
    
    
    63,186
    
    
    
    64,657
    
    
    
    68,132Contract Packaging
    
    
    52,332
    
    
    
    55,753
    
    
    
    47,441Export
    
    
    36,351
    
    
    
    37,192
    
    
    
    39,385Total
    
    $
    561,633
    
    
    $
    553,846
    
    
    $
    541,771
  June 24,
    
    
    June 25,
    
    
    June 26,2010
    
    
    2009
    
    
    2008Product TypePeanuts
    
    
    19.9
    %
    
    
    21.8
    %
    
    
    20.1
    %Pecans
    
    
    19.0
    
    
    
    19.2
    
    
    
    22.6Cashews & Mixed Nuts
    
    
    21.1
    
    
    
    22.5
    
    
    
    20.8Walnuts
    
    
    12.4
    
    
    
    13.3
    
    
    
    14.7Almonds
    
    
    11.5
    
    
    
    11.3
    
    
    
    11.9Other
    
    
    16.1
    
    
    
    11.9
    
    
    
    9.9Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
  NOTE 15  VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
  Balance atBeginning
    
    
    
    
    
    
    
    
    
    
    Balance atDescription
    
    of Period
    
    
    Additions
    
    
    Deductions
    
    
    End of PeriodJune 24, 2010Allowance for doubtful accounts
    
    $
    138
    
    
    $
    22
    
    
    $
    
    
    
    
    160Reserve for cash discounts
    
    
    416
    
    
    
    7,058
    
    
    
    (7,076
    )
    
    
    398Reserve for customer deductions
    
    
    2,211
    
    
    
    3,419
    
    
    
    (4,117
    )
    
    
    1,513Total
    
    $
    2,765
    
    
    $
    10,499
    
    
    $
    (11,193
    )
    
    $
    2,071June 25, 2009Income tax valuation allowance
    
    $
    3,038
    
    
    $
    
    
    
    $
    (3,038
    )
    
    $
    Allowance for doubtful accounts
    
    
    111
    
    
    
    33
    
    
    
    (6
    )
    
    
    138Reserve for cash discounts
    
    
    310
    
    
    
    6,780
    
    
    
    (6,674
    )
    
    
    416Reserve for customer deductions
    
    
    1,796
    
    
    
    6,233
    
    
    
    (5,818
    )
    
    
    2,211Total
    
    $
    5,255
    
    
    $
    13,046
    
    
    $
    (15,536
    )
    
    $
    2,765June 26, 2008Income tax valuation allowance
    
    $
    1,362
    
    
    $
    1,676
    
    
    $
    
    
    
    $
    3,038Allowance for doubtful accounts
    
    
    183
    
    
    
    60
    
    
    
    (132
    )
    
    
    111Reserve for cash discounts
    
    
    225
    
    
    
    6,065
    
    
    
    (5,980
    )
    
    
    310Reserve for customer deductions
    
    
    2,751
    
    
    
    5,089
    
    
    
    (6,044
    )
    
    
    1,796Total
    
    $
    4,521
    
    
    $
    12,890
    
    
    $
    (12,156
    )
    
    $
    5,255
 59




---



##### 



NOTE 16  RESTRUCTURING AND RELATED CHARGES
  Sales Profitability Review
  Elimination of Store-Door Delivery System
  Facility Consolidation Project
  Summary
  Year Ended
    
    
    Year EndedJune 25,
    
    
    June 26,2009
    
    
    2008Multiemployer pension withdrawal
    
    $
    (332
    )
    
    $
    1,200Severance
    
    
    
    
    
    
    355Lease termination
    
    
    
    
    
    
    210Total
    
    $
    (332
    )
    
    $
    1,765
  60




---



##### 



NOTE 17  PRODUCT RECALL
      NOTE 18  SUPPLEMENTARY QUARTERLY DATA (Unaudited)
  First
    
    
    Second
    
    
    Third
    
    
    FourthQuarter
    
    
    Quarter
    
    
    Quarter
    
    
    QuarterYear Ended June 24, 2010:Net sales
    
    $
    126,812
    
    
    $
    180,070
    
    
    $
    113,194
    
    
    $
    141,557Gross profit
    
    
    23,874
    
    
    
    32,736
    
    
    
    13,553
    
    
    
    24,623Income (loss) from operations
    
    
    9,710
    
    
    
    15,382
    
    
    
    (1,400
    )
    
    
    5,980Net income (loss)
    
    
    4,766
    
    
    
    8,820
    
    
    
    (1,900
    )
    
    
    2,739Basic earnings (loss) per
common share
    
    $
    0.45
    
    
    $
    0.83
    
    
    $
    (0.18
    )
    
    $
    0.26Diluted earnings (loss) per
common share
    
    $
    0.45
    
    
    $
    0.82
    
    
    $
    (0.18
    )
    
    $
    0.25Year Ended June 25, 2009:Net sales
    
    $
    134,824
    
    
    $
    177,755
    
    
    $
    113,789
    
    
    $
    127,478Gross profit
    
    
    14,184
    
    
    
    24,546
    
    
    
    13,211
    
    
    
    20,458Income (loss) from operations
    
    
    1,920
    
    
    
    9,061
    
    
    
    (658
    )
    
    
    5,258Net (loss) income
    
    
    (384
    )
    
    
    5,839
    
    
    
    (2,489
    )
    
    
    3,951Basic and diluted (loss)
earnings per common share
    
    $
    (0.04
    )
    
    $
    0.55
    
    
    $
    (0.23
    )
    
    $
    0.37
  61




---



##### 



62




---



##### 



Item 9  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  Item 9A  Controls and Procedures
 Disclosure Controls and Procedures
  Managements Report on Internal Control over Financial Reporting
 Internal Control-Integrated Framework
  Changes in Internal Control over Financial Reporting
  Limitations on the Effectiveness of Controls
  63




---



##### 



Item 9B  Other Information
  PART III
 Item 10  Directors and Executive Officers of the Registrant
  www.jbssinc.com
 Item 11  Executive Compensation
  Item 12  Security Ownership of Certain Beneficial Owners and Management
  Item 13  Certain Relationships and Related Transactions, and Director Independence
  Item 14  Principal Accountant Fees and Services
  64




---



##### 



PART IV
 Item 15  Exhibits and Financial Statement Schedules
 (a) (1) Financial Statements
 
       (2) Financial Statement Schedules
  (3) Exhibits
  (b) Exhibits
  (c) Financial Statement Schedules
  65




---



##### 



SIGNATURES
  Date: August 26, 2010
    JOHN B. SANFILIPPO & SON, INC.By:
    /s/ Jeffrey T. SanfilippoJeffrey T. SanfilippoChief Executive Officer  Name
    
    Title
    
    Date/s/ Jeffrey T. Sanfilippo

Jeffrey T. Sanfilippo
    
    Chief Executive Officer
(Principal Executive Officer)
    
    August 26, 2010/s/ Michael J. Valentine

Michael J. Valentine
    
    Chief Financial Officer and Group President and Director
(Principal Financial Officer)
    
    August 26, 2010/s/ Herbert J. Marros

Herbert J. Marros
    
    Director of Financial Reporting and Taxation
(Principal Accounting Officer)
    
    August 26, 2010/s/ Jasper B. Sanfilippo
    
    Director
    
    August 26, 2010Jasper B. Sanfilippo/s/ Mathias A. Valentine
    
    Director
    
    August 26, 2010Mathias A. Valentine/s/ Jim Edgar
    
    Director
    
    August 26, 2010Jim Edgar/s/ Timothy R. Donovan
    
    Director
    
    August 26, 2010Timothy R. Donovan/s/ Jasper B. Sanfilippo, Jr.
    
    Director
    
    August 26, 2010Jasper B. Sanfilippo, Jr./s/ Daniel M. Wright
    
    Director
    
    August 26, 2010Daniel M. Wright
 66




---



##### 



JOHN B. SANFILIPPO & SON, INC.
EXHIBIT INDEX
 ExhibitNumber
    
    Description1-2
    
    Not applicable3.1
    
    Restated Certificate of Incorporation of Registrant(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 April 29, 2010, filed herewith
 67




---



##### 



ExhibitNumber
    
    Description10.15
    
    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)10.18
    
    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 Non-Employee Director Restricted Stock Unit Award Agreement(15)*10.28
    
    Form of Indemnification Agreement(16)**10.29
    
    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)10.30
    
    Purchase Agreement by and between John B. Sanfilippo & Son, Inc. 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)11-20
    
    Not applicable21
    
    Subsidiaries of the Registrant, filed herewith22
    
    Not applicable23
    
    Consent of PricewaterhouseCoopers LLP, filed herewith24-30
    
    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
 68




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##### 



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 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).
 69




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##### 



(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).*
    
    Indicates a management contract or compensatory plan or arrangement.**
    
    Confidential treatment has been requested for portions of this exhibit. These portions have
been omitted and submitted separately to the Securities and Exchange Commission.
 70