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SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended June 28, 2007
 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
    
    36-2419677(State or Other Jurisdiction of Incorporation or Organization)
    
    (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: Common Stock, $.01 par value per share
  Securities registered pursuant to Section 12(g) of the Act: None
 o þ
 o þ
 o þ
 þ
  o þ o
 o þ
   Documents Incorporated by Reference:




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TABLE OF CONTENTS  PART IItem 1  BusinessItem 1A  Risk FactorsItem 1B  Unresolved Staff CommentsItem 2  PropertiesItem 3  Legal ProceedingsItem 4  Submission of Matters to a Vote of Security HoldersPART IIItem 5  Market for Registrants Common Equity and Related Stockholder MattersItem 6  Selected Financial DataItem 7  Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7A  Quantitative and Qualitative Disclosures About Market RiskItem 8  Financial Statements and Supplementary DataItem 9  Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A  Controls and ProceduresPART IIIItem 10  Directors and Executive Officers of the RegistrantItem 11  Executive CompensationItem 12  Security Ownership of Certain Beneficial Owners and ManagementItem 13  Certain Relationships and Related Transactions, and Director IndependenceItem 14  Principal Accountant Fees and ServicesPART IVItem 15  Exhibits and Financial Statement SchedulesSIGNATURESEXHIBIT INDEXRestated Supplemental Retirement PlanSubsidiariesConsentCertificationCertificationCertificationCertification    Table of Contents  
 PART I
 
 Item 1  Business
 a. General Development of Business
 (i) Background
  Fisher,
Evons, Flavor Tree, Sunshine Country Texas Pride
 http://www.jbssinc.com. http://www.sec.gov
  (ii) Facility Consolidation Project
  1




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(iii) Real Estate Transactions
    2




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(iv) Credit Facilities
       3




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
 b. Segment Reporting
  c. Narrative Description of Business
 (i) General
   4




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(ii) Principal Products
   
     (iii) Customers
  (iv) Sales and Distribution
   5




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(v) Marketing
     (vi) Competition
  (vii) Raw Materials and Supplies
   6




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.
      (viii) Trademarks and Patents
 Fisher, Evons, Sunshine
Country, Flavor Tree Texas Pride
 (ix) Employees
  7




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(x) Seasonality
  (xi) Backlog
  (xii) Operating Hazards and Uninsured Risks
   
 Item 1A  Risk Factors
  Sustained Losses Would Have a Material Adverse Effect on the Companys Ability to Continue as a
Going Concern
  8




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The Companys Current
Financing Arrangements, and the Classification of the Companys Debts, May
Have a Materially Adverse Effect on the Company
    Material Weaknesses in the Companys Internal Controls
  9




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Availability of Raw Materials and Market Price Fluctuations
  Fixed Price Commitments
  10




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Competitive Environment
  Dependence Upon Customers
  Pricing Pressures
  Food Safety and Product Contamination
  Product Liability and Product Recalls
  11




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Retention of Key Personnel
  Risks and Uncertainties Regarding Facility Consolidation Project
   
    
    the facility consolidation project is likely to have a negative impact on the Companys
earnings during the construction period and the time during which operations are
transitioned to the New Site;
    
    the facility consolidation project may not eliminate as many redundant processes as the
Company presently anticipates;
    
    sales volume may continue to decrease, in part because of the Companys voluntary
elimination of non-profitable products, and the Company may not realize any future overall
increases in demand for its products necessary to justify additional production capacity
created by the facility consolidation;
    
    the Company may have problems or unexpected costs in transferring equipment or
obtaining new equipment;
    
    the Company may not be able to transfer production from its existing facilities to the
new facility without a significant interruption in its business;
    
    the Company may be unable to obtain amendments or waivers for any future non-compliance
with restrictive financial covenants under its credit facilities;
    
    the Company may not receive the anticipated rental income for the unused portion of the New Site; and
    
    the Company may not be able to recover its investment in the Original Site.
  12




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Government Regulation
  Economic, Political and Social Risks of Doing Business in Emerging Markets
  
    
    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;
    
    potential for contractual defaults or forced renegotiations on purchase contracts with limited legal recourse;
    
    tariffs and other barriers to trade that may reduce the Companys profitability; and
    
    civil unrest and significant political instability.
  Inventory Measurement
  13




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##### Table of Contents



2002 Farm Bill
  Public Health Security and Bioterrorism Preparedness and Response Act of 2002
  The Companys Largest Stockholders Possess a Majority of the Companys 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
  14




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The Company May Incur Material Losses as a Licensed Nut Warehouse Operator under the United States
Warehouse Act
  
 Item 1B  Unresolved Staff Comments
  
 Item 2  Properties
   a. Principal Facilities
 (1)
 Date CompanyConstructed,Square
    
    Types of
    
    
    
    Acquired orLocation
    
    Footage
    
    Interest
    
    Description of Principal Use
    
    First OccupiedElk Grove Village, Illinois(2)
(Busse Road facility)
    
    
    300,000
    
    
    Leased
    
    Processing, packaging,
warehousing, distribution
and outlet store
    
    
    1981Elk Grove Village, Illinois(3)
(Arthur Road facility)
    
    
    83,000
    
    
    Leased
    
    Processing, packaging,
warehousing and
distribution
    
    
    1989Bainbridge, Georgia(4)
    
    
    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(5)
    
    
    300,000
    
    
    Leased
    
    Pecan shelling, processing,
packaging, warehousing and
distribution
    
    
    1992Gustine, California
    
    
    215,000
    
    
    Owned
    
    Walnut shelling,
processing, packaging,
warehousing and
distribution
    
    
    1993
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Date CompanyConstructed,Square
    
    Types of
    
    
    
    Acquired orLocation
    
    Footage
    
    Interest
    
    Description of Principal Use
    
    First OccupiedArlington Heights, Illinois(6)
    
    
    83,000
    
    
    Leased
    
    Processing, packaging,
warehousing and
distribution
    
    
    1994Elgin, Illinois(7)(Elgin Office Building)
    
    
    400,000
    
    
    Owned
    
    Rental Property
    
    
    2005Elgin, Illinois(8)(Elgin Warehouse Building)
    
    
    1,001,000
    
    
    Owned
    
    Processing, packaging, warehousing, distribution
and corporate offices
    
    
    2005
 
 (1)
    
    In addition to the properties listed in the table, the Company owns land in Elgin,
Illinois, which the Company originally anticipated using in connection with the facility
consolidation project (the Original Site). For a
description of the Original Site, see Part II, Item
7 Managements Discussion and Analysis of Financial Condition and Results of Operations 
Introduction.(2)
    
    Approximately 240,000 square feet of the Busse Road facility was leased from the Busse Land
Trust under a lease that was to expire on May 31, 2015. Under the terms of the lease, the
Company had a right of first refusal and a right of first offer with respect to this portion
of the Busse Road facility. The remaining 60,000 square feet of space at the Busse Road
facility (the Addition) was constructed by the Company in 1994 on property owned by the
Busse Land Trust and on property owned by the Company. Accordingly, (i) the Company and the
Busse Land Trust entered into a ground lease with a term beginning January 1, 1995 pursuant to
which the Company leased from the Busse Land Trust the land on which a portion of the Addition
is situated (the Busse Addition Property), and (ii) the Company, the Busse Land Trust and
the sole beneficiary of the Busse Land Trust entered into a party wall agreement effective as
of January 1, 1995, which set forth the respective rights and obligations of the Company and
the Busse Land Trust with respect to the common wall which separates the existing Busse Road
facility and the Addition. The ground lease had a term that expires on May 31, 2015 (the same
date on which the Companys lease for the Busse Road facility was to expire). The Company had
an option to extend the term of the ground lease for one five-year term, an option to purchase
the Busse Addition Property at its then appraised fair market value at any time during the
term of the ground lease, and a right of first refusal with respect to the Busse Addition
Property. The Company sold its portion of the Busse Road facility to the Busse Land Trust in
July 2006 for $2.0 million. The Busse Road facility was then sold in July 2006 to a third
party and is being leased back by the Company through December 31, 2007 with a three to nine
month renewal option. The Companys lease with the Busse Land Trust was then terminated at no
penalty or cost to the Company. See Compensation Committee Interlocks, Insider Participation
and Certain Transactions Lease Arrangements contained in the Companys Proxy Statement for
the 2007 Annual Meeting.(3)
    
    The Arthur Avenue facility was sold in July 2006 and is being leased back by the Company
through August 31, 2008 with a three to nine month renewal option.(4)
    
    The Bainbridge facility is subject to a mortgage and deed of trust securing $5.50 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.(5)
    
    The sale of the Selma, Texas properties to the related party partnerships was consummated
during the first quarter of fiscal 2007. See Item 1 Real Estate Transactions.(6)
    
    The Arlington Heights facility was sold in July 2006 and is being leased back by the Company
through December 31, 2008 with a three to nine month renewal option. The Company prepaid its
existing mortgage on the Arlington Heights facility in July 2006.(7)
    
    The Elgin Office Building was acquired in April 2005 in combination with the acquisition of
the New Site. 41.5% of the Elgin Office Building is being leased back to the seller for three
years (ending April 2008), with options for an additional seven years. Approximately 20% of the Elgin Office
Building is being leased to other third parties. The remaining portion of the 17




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office building may be leased to third parties; however, further capital expenditures will be
necessary to lease a substantial portion of the remaining space.Prior to the acquisition of the New Site, the Company acquired another parcel of land in Elgin,
Illinois in connection with the facility consolidation project. See
Part II, Item 7 Managements
Discussion and Analysis of Financial Condition and Results of Operations Introduction.(8)
    
    The Elgin Warehouse Building was acquired in April 2005 and was expanded from 653,000 to
1,001,000 square feet and was modified to the Companys specifications. The Companys Chicago
area distribution operation was transferred to the Elgin Warehouse Building in July 2006 and
the Companys corporate headquarters were relocated to the Elgin Warehouse Building in
February 2007. The majority of the Companys Chicago area processing activities were
transferred to the Elgin Warehouse Building during fiscal 2007, with the remaining activities
scheduled to be transferred in fiscal 2008. b. Manufacturing Capability, Utilization, Technology and Engineering
       
 Item 3  Legal Proceedings
  
 Item 4  Submission of Matters to a Vote of Security Holders
  18




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EXECUTIVE OFFICERS OF THE REGISTRANT
  Jasper B. Sanfilippo, Chairman of the Board 
 Jeffrey T. Sanfilippo, Chief Executive Officer 
 Michael J. Valentine, Chief Financial Officer and Group President 
 Jasper B. Sanfilippo, Jr., Chief Operating Officer and President 
 James A. Valentine, Chief Information Officer 
 William R. Pokrajac, Vice President, Risk Management and Investor Relations 
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Walter (Bobby) Tankersley Jr., Senior Vice President Industrial Sales 
 Everardo Soria, Senior Vice President Pecan Operations and Procurement 
 Herbert J. Marros, Director of Financial Reporting and Taxation 
 Charles M. Nicketta, Senior Vice President of Manufacturing 
 Michael G. Cannon, Senior Vice President of Corporate Operations 
 Frank S. Pellegrino, Corporate Controller 
 RELATIONSHIPS AMONG CERTAIN DIRECTORS AND EXECUTIVE OFFICERS
  20




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PART II
 
 Item 5  Market for Registrants Common Equity and Related Stockholder Matters
   Price Range ofCommon StockYear Ended June 28, 2007
    
    High
    
    Low4th Quarter
    
    $
    14.04
    
    
    $
    10.383rd Quarter
    
    $
    15.00
    
    
    $
    12.042nd Quarter
    
    $
    12.17
    
    
    $
    10.001st Quarter
    
    $
    13.25
    
    
    $
    9.89
 Price Range ofCommon StockYear Ended June 29, 2006
    
    High
    
    Low4th Quarter
    
    $
    16.54
    
    
    $
    12.463rd Quarter
    
    $
    15.55
    
    
    $
    12.242nd Quarter
    
    $
    18.28
    
    
    $
    12.791st Quarter
    
    $
    23.29
    
    
    $
    16.88
    
  21




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
 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
  Number of securitiesWeighted
    
    
    remaining available forNumber of
    
    
    average
    
    
    future issuance undersecurities to
    
    
    exercise price
    
    
    equity compensationbe issued
    
    
    of
    
    
    plans (excludingupon exercise
    
    
    outstanding
    
    
    securities reflectedof options
    
    
    options
    
    
    in the first column)Equity compensation plans approved by stockholders
    
    
    353,690
    
    
    $
    13.00
    
    
    
    159,000Equity compensation plans not approved by
stockholders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    353,690
    
    
    $
    13.00
    
    
    
    159,000
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Item 6  Selected Financial Data
  Statement of Operations Data:
 Year EndedJune 28,
    
    
    June 29,
    
    
    June 30,
    
    
    June 24,
    
    
    June 26,2007
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003Net sales
    
    $
    541,378
    
    
    $
    579,564
    
    
    $
    581,729
    
    
    $
    520,811
    
    
    $
    419,677Cost of sales
    
    
    500,247
    
    
    
    542,447
    
    
    
    503,300
    
    
    
    428,967
    
    
    
    346,755Gross profit
    
    
    41,131
    
    
    
    37,117
    
    
    
    78,429
    
    
    
    91,844
    
    
    
    72,922Selling and administrative expenses
    
    
    55,457
    
    
    
    55,099
    
    
    
    51,842
    
    
    
    50,780
    
    
    
    44,093Gain related to real estate sales
    
    
    (3,047
    )
    
    
    (940
    )
    
    
    
    
    
    
    
    
    
    
    Goodwill impairment loss
    
    
    
    
    
    
    1,242
    
    
    
    
    
    
    
    
    
    
    
    (Loss) income from operations
    
    
    (11,279
    )
    
    
    (18,284
    )
    
    
    26,587
    
    
    
    41,064
    
    
    
    28,829Interest expense
    
    
    (9,347
    )
    
    
    (6,516
    )
    
    
    (3,998
    )
    
    
    (3,434
    )
    
    
    (4,681
    )Debt extinguishment fees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (972
    )
    
    
    Rental and miscellaneous (expense) income, net
    
    
    (629
    )
    
    
    (610
    )
    
    
    1,179
    
    
    
    440
    
    
    
    486Loss (income) before income taxes
    
    
    (21,255
    )
    
    
    (25,410
    )
    
    
    23,768
    
    
    
    37,098
    
    
    
    24,634Income tax (benefit) expense
    
    
    (7,579
    )
    
    
    (8,689
    )
    
    
    9,269
    
    
    
    14,468
    
    
    
    9,607Net (loss) income
    
    $
    (13,676
    )
    
    $
    (16,721
    )
    
    $
    14,499
    
    
    $
    22,630
    
    
    $
    15,027Basic (loss) earnings per common share
    
    $
    (1.29
    )
    
    $
    (1.58
    )
    
    $
    1.37
    
    
    $
    2.35
    
    
    $
    1.63Diluted (loss) earnings per common share
    
    $
    (1.29
    )
    
    $
    (1.58
    )
    
    $
    1.35
    
    
    $
    2.32
    
    
    $
    1.61
 Balance Sheet Data:
 June 28,
    
    June 29,
    
    June 30,
    
    June 24,
    
    June 26,2007
    
    2006
    
    2005
    
    2004
    
    2003Working capital
    
    $
    15,362
    
    
    $
    22,617
    
    
    $
    137,764
    
    
    $
    122,854
    
    
    $
    75,182Total assets
    
    
    367,850
    
    
    
    390,912
    
    
    
    394,472
    
    
    
    246,934
    
    
    
    223,727Long-term debt, less current maturities
    
    
    19,783
    
    
    
    5,618
    
    
    
    67,002
    
    
    
    12,620
    
    
    
    29,640Total debt
    
    
    148,034
    
    
    
    137,676
    
    
    
    144,174
    
    
    
    19,166
    
    
    
    70,118Stockholders equity
    
    
    162,892
    
    
    
    180,110
    
    
    
    196,175
    
    
    
    181,360
    
    
    
    118,781
 
 Item 7  Managements Discussion and Analysis of Financial Condition and Results of Operations
 Introduction
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Results of Operations
  Percentage of Net Sales
    
    Percentage Increase/DecreaseFiscal 2005
    
    Fiscal 2006Fiscal 2007
    
    Fiscal 2006
    
    Fiscal 2005
    
    vs. 2006
    
    vs. 2005Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    (6.6
    )%
    
    
    (0.4
    )%Gross profit
    
    
    7.6
    
    
    
    6.4
    
    
    
    13.5
    
    
    
    10.8
    
    
    
    (52.7
    )Selling expenses
    
    
    7.2
    
    
    
    6.9
    
    
    
    6.8
    
    
    
    (2.4
    )
    
    
    1.3Administrative expenses
    
    
    3.0
    
    
    
    2.6
    
    
    
    2.1
    
    
    
    8.6
    
    
    
    21.9Gain related to real estate sales
    
    
    (0.6
    )
    
    
    (0.2
    )
    
    
    
    
    
    
    224.1
    
    
    
    Goodwill impairment loss
    
    
    
    
    
    
    0.2
    
    
    
    
    
    
    
    
    
    
    
    (Loss) income from operations
    
    
    (2.1
    )
    
    
    (3.2
    )
    
    
    4.6
    
    
    
    38.3
    
    
    
    (168.8
    )
 Fiscal 2007 Compared to Fiscal 2006
 Net Sales
  28




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Distribution Channel
    
    Fiscal 2007
    
    
    Fiscal 2006Consumer
    
    $
    277,410
    
    
    
    51.2
    %
    
    $
    292,890
    
    
    
    50.6
    %Industrial
    
    
    111,998
    
    
    
    20.7
    
    
    
    131,635
    
    
    
    22.7Food Service
    
    
    61,763
    
    
    
    11.4
    
    
    
    64,356
    
    
    
    11.1Contract Packaging
    
    
    45,003
    
    
    
    8.3
    
    
    
    44,874
    
    
    
    7.7Export
    
    
    45,204
    
    
    
    8.4
    
    
    
    45,809
    
    
    
    7.9Total
    
    $
    541,378
    
    
    
    100.0
    %
    
    $
    579,564
    
    
    
    100.0
    %
  Product Type
    
    Fiscal 2007
    
    
    Fiscal 2006Peanuts
    
    
    20.0
    %
    
    
    20.1
    %Pecans
    
    
    22.3
    
    
    
    21.8Cashews & Mixed Nuts
    
    
    21.1
    
    
    
    22.4Walnuts
    
    
    13.7
    
    
    
    11.8Almonds
    
    
    13.3
    
    
    
    15.4Other
    
    
    9.6
    
    
    
    8.5Total
    
    
    100.0
    %
    
    
    100.0
    %
 Gross Profit .
 29




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Operating Expenses
 Loss from Operations .
 Interest Expense
 Rental and Miscellaneous (Expense) Income, Net.
 Income Taxes
 Net Loss
 Fiscal 2006 Compared to Fiscal 2005
 Net Sales
  30




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Distribution Channel
    
    Fiscal 2006
    
    
    Fiscal 2005Consumer
    
    $
    292,890
    
    
    
    50.6
    %
    
    $
    298,298
    
    
    
    51.3
    %Industrial
    
    
    131,635
    
    
    
    22.7
    
    
    
    132,900
    
    
    
    22.8Food Service
    
    
    64,356
    
    
    
    11.1
    
    
    
    61,294
    
    
    
    10.5Contract Packaging
    
    
    44,874
    
    
    
    7.7
    
    
    
    45,181
    
    
    
    7.8Export
    
    
    45,809
    
    
    
    7.9
    
    
    
    44,056
    
    
    
    7.6Total
    
    $
    579,564
    
    
    
    100.0
    %
    
    $
    581,729
    
    
    
    100.0
    %
  Product Type
    
    Fiscal 2006
    
    
    Fiscal 2005Peanuts
    
    
    20.1
    %
    
    
    22.4
    %Pecans
    
    
    21.8
    
    
    
    23.3Cashews & Mixed Nuts
    
    
    22.4
    
    
    
    22.7Walnuts
    
    
    11.8
    
    
    
    9.4Almonds
    
    
    15.4
    
    
    
    13.5Other
    
    
    8.5
    
    
    
    8.7Total
    
    
    100.0
    %
    
    
    100.0
    %
 Gross Profit .
 Amount(in millions)Impact of 16% production volume decline
    
    $
    19.3Decrease in gross profit on almond sales
    
    
    10.3Industrial almond contract loss reserve
    
    
    2.0Bulk stored inventory adjustments
    
    
    3.9Disposal and reserve for walnut and almond by-products and
packaging materials
    
    
    2.8Increase in workers compensation expense
    
    
    0.8Other
    
    
    2.2$
    41.3
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Operating Expenses
 (Loss) Income from Operations .
 Interest Expense
 Rental and Miscellaneous (Expense) Income, Net.
 Income Taxes
 Net (Loss) Income
 Liquidity and Capital Resources
 General
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Plans To Continue as a Going Concern
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Financing Arrangements
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Capital Expenditures
  Capital Resources
  Contractual Cash Obligations
  Less Than
    
    
    
    
    
    
    
    
    
    
    More ThanTotal
    
    
    1 Year
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    5 YearsLong-term debt
    
    $
    105,368
    
    
    $
    59,167
    
    
    $
    8,654
    
    
    $
    7,116
    
    
    $
    30,431Capital lease obligations
    
    
    1,153
    
    
    
    281
    
    
    
    562
    
    
    
    310
    
    
    
    Minimum operating lease commitments
    
    
    3,728
    
    
    
    2,108
    
    
    
    1,329
    
    
    
    291
    
    
    
    Revolving credit facility borrowings
    
    
    73,281
    
    
    
    
    
    
    
    73,281
    
    
    
    
    
    
    
    Purchase obligations
    
    
    83,212
    
    
    
    83,212
    
    
    
    
    
    
    
    
    
    
    
    Total contractual cash obligations
    
    $
    266,742
    
    
    $
    144,768
    
    
    $
    83,826
    
    
    $
    7,717
    
    
    $
    30,431
  Critical Accounting Policies and Estimates
   38




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Revenue Recognition
  Inventories
  Impairment of Long-Lived Assets
  Introductory Funds
  Related Party Transactions
  39




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##### Table of Contents



Income Taxes
     Recent Accounting Pronouncements
    40




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##### Table of Contents



Forward Looking Statements
  
 
 Item 7A  Quantitative and Qualitative Disclosures About Market Risk
    41




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##### Table of Contents



Item 8  Financial Statements and Supplementary Data
 Report of Independent Registered Public Accounting Firm
  Internal Control  Integrated Framework
    42




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43




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JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED BALANCE SHEETS   (dollars in thousands, except per share amounts
 June 28,
    
    
    June 29,2007
    
    
    2006ASSETSCURRENT ASSETS:Cash
    
    $
    2,359
    
    
    $
    2,232Accounts receivable, less allowances of $3,159 and $3,766, respectively
    
    
    36,544
    
    
    
    35,481Inventories
    
    
    134,159
    
    
    
    164,390Income taxes receivable
    
    
    6,771
    
    
    
    6,427Deferred income taxes
    
    
    2,140
    
    
    
    2,984Prepaid expenses and other current assets
    
    
    1,150
    
    
    
    2,248Asset held for sale
    
    
    5,569
    
    
    
    TOTAL CURRENT ASSETS
    
    
    188,692
    
    
    
    213,762PROPERTY, PLANT AND EQUIPMENT:Land
    
    
    9,463
    
    
    
    10,299Buildings
    
    
    97,113
    
    
    
    64,146Machinery and equipment
    
    
    140,730
    
    
    
    109,391Furniture and leasehold improvements
    
    
    6,191
    
    
    
    5,440Vehicles
    
    
    2,880
    
    
    
    2,897Construction in progress
    
    
    4,487
    
    
    
    53,811260,864
    
    
    
    245,984Less: Accumulated depreciation
    
    
    117,639
    
    
    
    117,094143,225
    
    
    
    128,890Rental investment property, less accumulated depreciation of $1,761 and
$924, respectively
    
    
    28,370
    
    
    
    27,969TOTAL PROPERTY, PLANT AND EQUIPMENT
    
    
    171,595
    
    
    
    156,859Intangible asset  minimum retirement plan liability
    
    
    
    
    
    
    6,197Cash surrender value of officers life insurance and other assets
    
    
    6,141
    
    
    
    5,440Property held for sale/Development agreement
    
    
    
    
    
    
    6,806Brand name, less accumulated amortization of $6,498 and $6,072, respectively
    
    
    1,422
    
    
    
    1,848TOTAL ASSETS
    
    $
    367,850
    
    
    $
    390,912
 The accompanying notes are an integral part of these consolidated financial statements.
 44




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JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED BALANCE SHEETS   (dollars in thousands, except per share amounts
 June 28,
    
    
    June 29,2007
    
    
    2006LIABILITIES & STOCKHOLDERS EQUITYCURRENT LIABILITIES:Revolving credit facility borrowings
    
    $
    73,281
    
    
    $
    64,341Current maturities of long-term debt, including related party debt of $200 and
$4,279, respectively
    
    
    54,970
    
    
    
    67,717Accounts payable, including related party payables of $361 and $140, respectively
    
    
    21,264
    
    
    
    27,944Book overdraft
    
    
    5,015
    
    
    
    14,301Accrued payroll and related benefits
    
    
    6,018
    
    
    
    5,930Accrued workers compensation
    
    
    6,686
    
    
    
    5,619Other accrued expenses
    
    
    6,096
    
    
    
    5,293TOTAL CURRENT LIABILITIES
    
    
    173,330
    
    
    
    191,145LONG-TERM LIABILITIES:Long-term debt, less current maturities, including related party debt of $13,860
and $0, respectively
    
    
    19,783
    
    
    
    5,618Retirement plan
    
    
    9,060
    
    
    
    7,654Deferred income taxes
    
    
    2,606
    
    
    
    6,385Other
    
    
    179
    
    
    
    TOTAL LONG-TERM LIABILITIES
    
    
    31,628
    
    
    
    19,657COMMITMENTS 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, 8,123,349 and 8,112,099 shares issued and
outstanding, respectively
    
    
    81
    
    
    
    81Capital in excess of par value
    
    
    100,335
    
    
    
    99,820Retained earnings
    
    
    67,711
    
    
    
    81,387Accumulated other comprehensive loss
    
    
    (4,057
    )
    
    
    Treasury stock, at cost; 117,900 shares of Common Stock
    
    
    (1,204
    )
    
    
    (1,204
    )TOTAL STOCKHOLDERS EQUITY
    
    
    162,892
    
    
    
    180,110TOTAL LIABILITIES & STOCKHOLDERS EQUITY
    
    $
    367,850
    
    
    $
    390,912
 The accompanying notes are an integral part of these consolidated financial statements.
 45




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JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS   dollars in thousands, except for earnings per share
 Year Ended
    
    
    Year Ended
    
    
    Year EndedJune 28, 2007
    
    
    June 29, 2006
    
    
    June 30, 2005Net sales
    
    $
    541,378
    
    
    $
    579,564
    
    
    $
    581,729Cost of sales
    
    
    500,247
    
    
    
    542,447
    
    
    
    503,300Gross profit
    
    
    41,131
    
    
    
    37,117
    
    
    
    78,429Operating expenses:Selling expenses
    
    
    39,003
    
    
    
    39,947
    
    
    
    39,417Administrative expenses
    
    
    16,454
    
    
    
    15,152
    
    
    
    12,425Gain related to real estate sales
    
    
    (3,047
    )
    
    
    (940
    )
    
    
    Goodwill impairment loss
    
    
    
    
    
    
    1,242
    
    
    
    Total operating expenses
    
    
    52,410
    
    
    
    55,401
    
    
    
    51,842(Loss) income from operations
    
    
    (11,279
    )
    
    
    (18,284
    )
    
    
    26,587Other income (expense):Interest expense ($894, $583 and $699 to
related parties, respectively)
    
    
    (9,347
    )
    
    
    (6,516
    )
    
    
    (3,998
    )Rental and miscellaneous (expense) income, net
    
    
    (629
    )
    
    
    (610
    )
    
    
    1,179Total other expense, net
    
    
    (9,976
    )
    
    
    (7,126
    )
    
    
    (2,819
    )(Loss) income before income taxes
    
    
    (21,255
    )
    
    
    (25,410
    )
    
    
    23,768Income tax (benefit) expense
    
    
    (7,579
    )
    
    
    (8,689
    )
    
    
    9,269Net (loss) income
    
    $
    (13,676
    )
    
    $
    (16,721
    )
    
    $
    14,499(Loss) earnings per common share:Basic
    
    $
    (1.29
    )
    
    $
    (1.58
    )
    
    $
    1.37Diluted
    
    $
    (1.29
    )
    
    $
    (1.58
    )
    
    $
    1.35Weighted average shares outstanding:Basic
    
    
    10,595,996
    
    
    
    10,584,764
    
    
    
    10,568,400Diluted
    
    
    10,595,996
    
    
    
    10,584,764
    
    
    
    10,720,641
 The accompanying notes are an integral part of these consolidated financial statements.
 46




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JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY   dollars in thousands
 AccumulatedClass A Common
    
    
    
    
    
    
    
    
    
    
    Capital in
    
    
    
    
    
    
    OtherStock
    
    
    Common Stock
    
    
    Excess of
    
    
    Retained
    
    
    Comprehensive
    
    
    TreasuryShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Par Value
    
    
    Earnings
    
    
    Loss
    
    
    Stock
    
    
    TotalBalance, June 24, 2004
    
    
    2,597,426
    
    
    $
    26
    
    
    
    8,079,224
    
    
    $
    81
    
    
    $
    98,848
    
    
    $
    83,609
    
    
    $
    
    
    
    $
    (1,204
    )
    
    $
    181,360Net income and
comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,499
    
    
    
    
    
    
    
    
    
    
    
    14,499Stock option exercises
    
    
    
    
    
    
    
    
    
    
    21,125
    
    
    
    
    
    
    
    198
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    198Tax benefit of stock
option exercises
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    118
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    118Balance, June 30, 2005
    
    
    2,597,426
    
    
    $
    26
    
    
    
    8,100,349
    
    
    $
    81
    
    
    $
    99,164
    
    
    $
    98,108
    
    
    $
    
    
    
    $
    (1,204
    )
    
    $
    196,175Net loss and
comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16,721
    )
    
    
    
    
    
    
    
    
    
    
    (16,721
    )Stock option exercises
    
    
    
    
    
    
    
    
    
    
    11,750
    
    
    
    
    
    
    
    71
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    71Tax benefit of stock
option exercises
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39Stock-based
compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    546
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    546Balance, June 29, 2006
    
    
    2,597,426
    
    
    $
    26
    
    
    
    8,112,099
    
    
    $
    81
    
    
    $
    99,820
    
    
    $
    81,387
    
    
    $
    
    
    
    $
    (1,204
    )
    
    $
    180,110Net loss and
comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,676
    )
    
    
    
    
    
    
    
    
    
    
    (13,676
    )Stock option exercises
    
    
    
    
    
    
    
    
    
    
    11,250
    
    
    
    
    
    
    
    80
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    80Tax benefit of stock
option exercises
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24Stock-based
compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    411
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    411SFAS No. 158
adjustment, net of
income tax of $2,185
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,057
    )
    
    
    
    
    
    
    (4,057
    )Balance, June 28, 2007
    
    
    2,597,426
    
    
    $
    26
    
    
    
    8,123,349
    
    
    $
    81
    
    
    $
    100,335
    
    
    $
    67,711
    
    
    $
    (4,057
    )
    
    $
    (1,204
    )
    
    $
    162,892
 The accompanying notes are an integral part of these consolidated financial statements.
 47




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JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS   dollars in thousands
 Year Ended
    
    
    Year Ended
    
    
    Year EndedJune 28, 2007
    
    
    June 29, 2006
    
    
    June 30, 2005Cash flows from operating activities:Net (loss) income
    
    $
    (13,676
    )
    
    $
    (16,721
    )
    
    $
    14,499Depreciation and amortization
    
    
    13,584
    
    
    
    10,000
    
    
    
    10,501Goodwill impairment loss
    
    
    
    
    
    
    1,242
    
    
    
    Gain on disposition of properties
    
    
    (3,162
    )
    
    
    (799
    )
    
    
    (31
    )Deferred income tax (benefit) expense
    
    
    (750
    )
    
    
    (2,000
    )
    
    
    336Tax benefit of stock option exercises
    
    
    
    
    
    
    
    
    
    
    118Stock-based compensation expense
    
    
    411
    
    
    
    546
    
    
    
    Change in current assets and current liabilities:Accounts receivable, net
    
    
    (1,063
    )
    
    
    3,521
    
    
    
    (3,452
    )Inventories
    
    
    30,231
    
    
    
    53,234
    
    
    
    (90,165
    )Prepaid expenses and other current assets
    
    
    1,098
    
    
    
    (585
    )
    
    
    440Accounts payable
    
    
    (2,774
    )
    
    
    (5,870
    )
    
    
    13,520Accrued expenses
    
    
    534
    
    
    
    3,612
    
    
    
    (2,497
    )Income taxes receivable/ payable
    
    
    (344
    )
    
    
    (7,222
    )
    
    
    1,738Other operating assets
    
    
    (1,615
    )
    
    
    1,993
    
    
    
    (2,360
    )Net cash provided by (used in) operating activities
    
    
    22,474
    
    
    
    40,951
    
    
    
    (57,353
    )Cash flows from investing activities:Purchases of property, plant and equipment
    
    
    (3,862
    )
    
    
    (10,244
    )
    
    
    (8,628
    )Facility expansion costs
    
    
    (32,498
    )
    
    
    (34,520
    )
    
    
    (48,997
    )Development agreement costs
    
    
    
    
    
    
    (4
    )
    
    
    (6,143
    )Proceeds from disposition of assets
    
    
    17,867
    
    
    
    3,774
    
    
    
    135Cash surrender value of officers life insurance
    
    
    (289
    )
    
    
    (287
    )
    
    
    Net cash used in investing activities
    
    
    (18,782
    )
    
    
    (41,281
    )
    
    
    (63,633
    )Cash flows from financing activities:Borrowings under revolving credit facility
    
    
    138,491
    
    
    
    147,009
    
    
    
    149,879Repayments of revolving credit borrowings
    
    
    (129,551
    )
    
    
    (149,229
    )
    
    
    (88,587
    )Issuance of long-term debt
    
    
    
    
    
    
    
    
    
    
    65,000Debt issuance costs
    
    
    
    
    
    
    
    
    
    
    459Principal payments on long-term debt
    
    
    (14,078
    )
    
    
    (5,964
    )
    
    
    (1,284
    )Financing obligation with related parties
    
    
    14,300
    
    
    
    
    
    
    
    (Decrease)/increase in book overdraft
    
    
    (9,286
    )
    
    
    11,254
    
    
    
    (4,879
    )Issuance of Common Stock under option plans
    
    
    80
    
    
    
    71
    
    
    
    198Minority interest distribution
    
    
    (3,545
    )
    
    
    (2,503
    )
    
    
    Tax benefit of stock option exercises
    
    
    24
    
    
    
    39
    
    
    
    Net cash (used in) provided by financing activities
    
    
    (3,565
    )
    
    
    677
    
    
    
    120,786Net increase (decrease) in cash
    
    
    127
    
    
    
    347
    
    
    
    (200
    )Cash:Beginning of period
    
    
    2,232
    
    
    
    1,885
    
    
    
    2,085End of period
    
    $
    2,359
    
    
    $
    2,232
    
    
    $
    1,885Supplemental disclosures of cash flow information:Interest paid, net of interest capitalized
    
    $
    8,712
    
    
    $
    6,217
    
    
    $
    3,351Income taxes paid, excluding refunds of $6,644,
$2,193 and $34, respectively
    
    
    133
    
    
    
    2,689
    
    
    
    6,812Capital lease obligations incurred
    
    
    1,117
    
    
    
    133
    
    
    
    
 The accompanying notes are an integral part of these consolidated financial statements.
 48




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JOHN B. SANFILIPPO & SON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1  MANAGEMENTS PLANS REGARDING GOING CONCERN
     49




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##### Table of Contents



NOTE 2  SIGNIFICANT ACCOUNTING POLICIES
 Basis of Presentation and Consolidation
  Management Estimates
  Accounts Receivable
  50




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##### Table of Contents



Inventories
  Property, Plant and Equipment
    Long-Lived Assets
  51




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Facility Consolidation Project /Real Estate Transactions
   June 26, 2008
    
    $
    2,465June 25, 2009
    
    
    1,154June 24, 2010
    
    
    1,163June 30, 2011
    
    
    1,165June 28, 2012
    
    
    1,094Thereafter
    
    
    4,484$
    11,525
   52




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Introductory Funds
  53




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##### Table of Contents



Goodwill and Brand Name
   Fair Value of Financial Instruments
  Revenue Recognition
  Significant Customers
  Promotion and Advertising Costs
  Shipping and Handling Costs
  54




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Income Taxes
  Segment Reporting
  Earnings per Share
  Year Ended
    
    Year Ended
    
    Year EndedJune 28, 2007
    
    June 29, 2006
    
    June 30, 2005Weighted average shares outstanding  basic
    
    
    10,595,996
    
    
    
    10,584,764
    
    
    
    10,568,400Effect of dilutive securities:Stock options
    
    
    
    
    
    
    
    
    
    
    152,241Weighted average shares outstanding  diluted
    
    
    10,595,996
    
    
    
    10,584,764
    
    
    
    10,720,641
  Stock-Based Compensation
    55




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##### Table of Contents



Year EndedJune 30, 2005Net income applicable to common stockholders, as reported
    
    $
    14,499Add: Compensation expense included in reported net income
    
    
    Deduct: Stock-based employee compensation determined
under fair value based method for all awards
    
    
    353Pro forma net income applicable to common stockholders
    
    $
    14,146Basic earnings per common share:As reported
    
    $
    1.37Pro forma
    
    $
    1.34Diluted earnings per common share:As reported
    
    $
    1.35Pro forma
    
    $
    1.32
  Year Ended
    
    Year Ended
    
    Year EndedJune 28, 2007
    
    June 29, 2006
    
    June 30, 2005Average risk-free interest rate
    
    
    4.6
    %
    
    
    4.1
    %
    
    
    3.3
    %Expected dividend yield
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Expected volatility (based on historical)
    
    
    54.0
    %
    
    
    54.7
    %
    
    
    53.0
    %Expected life (years)
    
    
    5.8
    
    
    
    5.7
    
    
    
    5.0
  Comprehensive Loss (Income)
  Recent Accounting Pronouncements
   56




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NOTE 3  NATURE OF BUSINESS
 Fisher, Evons, Flavor Tree, Sunshine Country Texas Pride
 NOTE 4  INVENTORIES
  June 28, 2007
    
    
    June 29, 2006Raw material and supplies
    
    $
    57,348
    
    
    $
    77,209Work-in-process and finished goods
    
    
    76,811
    
    
    
    87,181Total
    
    $
    134,159
    
    
    $
    164,390
 NOTE 5  REVOLVING CREDIT FACILITY
   57




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
 NOTE 6  LONG-TERM DEBT
  June 28, 2007
    
    
    June 29, 2006Notes payable, interest payable semiannually at 5.92%, principal
payable in semi-annual installments of $3,611 beginning on June
1, 2006
    
    $
    54,167
    
    
    $
    61,389Industrial development bonds, collateralized by building,
machinery and equipment with a cost aggregating $8,000
    
    
    5,500
    
    
    
    5,865Capitalized lease obligations/mortgages involving related parties
    
    
    
    
    
    
    4,279Arlington Heights facility, first mortgage, principal and
interest payable at 8.875%, due in monthly installments of $22
through October 1, 2015
    
    
    
    
    
    
    1,684Selma, Texas facility financing obligation to related parties,
due in monthly installments of $109 through September 1, 2031
    
    
    14,060
    
    
    
    Capitalized equipment leases
    
    
    1,026
    
    
    
    11874,753
    
    
    
    73,335Less: Current maturities
    
    
    (54,970
    )
    
    
    (67,717
    )Total long-term debt
    
    $
    19,783
    
    
    $
    5,618
 58




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59




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##### Table of Contents




    June 26, 2008
    
    $
    54,970June 25, 2009
    
    
    844June 24, 2010
    
    
    930June 30, 2011
    
    
    4,823June 28, 2012
    
    
    304Thereafter
    
    
    12,882Total
    
    $
    74,753
 60




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##### Table of Contents



NOTE 7  INCOME TAXES
  June 28, 2007
    
    
    June 29, 2006
    
    
    June 30, 2005Current
    
    $
    (6,829
    )
    
    $
    (6,689
    )
    
    $
    8,933Deferred
    
    
    (750
    )
    
    
    (2,000
    )
    
    
    336Total (benefit)
provision for
income taxes
    
    $
    (7,579
    )
    
    $
    (8,689
    )
    
    $
    9,269
  June 28,
    
    June 29,
    
    June 30,2007
    
    2006
    
    2005Federal statutory income tax rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %State income taxes, net of federal benefit
    
    
    4.4
    
    
    
    4.8
    
    
    
    5.0Goodwill impairment loss
    
    
    
    
    
    
    (1.9
    )
    
    
    Valuation allowance for state net
operating loss carryforwards
    
    
    (4.4
    )
    
    
    (2.0
    )
    
    
    Other
    
    
    0.7
    
    
    
    (1.7
    )
    
    
    (1.0
    )Effective tax rate
    
    
    35.7
    %
    
    
    34.2
    %
    
    
    39.0
    %
  June 28, 2007
    
    
    June 29, 2006Asset
    
    
    Liability
    
    
    Asset
    
    
    LiabilityCurrentAccounts receivable
    
    $
    155
    
    
    $
    
    
    
    $
    222
    
    
    $
    Employee compensation
    
    
    602
    
    
    
    
    
    
    
    548
    
    
    
    Inventory
    
    
    105
    
    
    
    
    
    
    
    975
    
    
    
    Deferred revenue
    
    
    363
    
    
    
    
    
    
    
    
    
    
    
    Workers compensation
    
    
    1,503
    
    
    
    
    
    
    
    1,239
    
    
    
    Valuation allowance
    
    
    (606
    )
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    18
    
    
    
    
    
    
    
    
    
    
    
    Total current
    
    $
    2,140
    
    
    $
    
    
    
    $
    2,984
    
    
    $
    Long termDepreciation
    
    $
    
    
    
    $
    (7,522
    )
    
    $
    
    
    
    $
    (8,825
    )Amortization
    
    
    234
    
    
    
    
    
    
    
    301
    
    
    
    Capitalized leases
    
    
    201
    
    
    
    
    
    
    
    780
    
    
    
    Operating loss carryforwards
    
    
    2,053
    
    
    
    
    
    
    
    927
    
    
    
    Retirement plan
    
    
    3,530
    
    
    
    
    
    
    
    554
    
    
    
    Valuation allowance
    
    
    (1,406
    )
    
    
    
    
    
    
    (500
    )
    
    
    Other
    
    
    304
    
    
    
    
    
    
    
    378
    
    
    
    Total long-term
    
    $
    4,916
    
    
    $
    (7,522
    )
    
    $
    2,440
    
    
    $
    (8,825
    )Total
    
    $
    7,056
    
    
    $
    (7,522
    )
    
    $
    5,424
    
    
    $
    (8,825
    )
  61




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##### Table of Contents



NOTE 8  COMMITMENTS AND CONTINGENCIES
 Operating Leases
  June 26, 2008
    
    $
    2,108June 25, 2009
    
    
    910June 24, 2010
    
    
    419June 30, 2011
    
    
    264June 28, 2012
    
    
    27Thereafter
    
    
    $
    3,728
 Litigation
  NOTE 9  STOCKHOLDERS EQUITY
  NOTE 10  STOCK OPTION PLANS
  62




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##### Table of Contents



WeightedAverageExerciseShares
    
    
    PriceOutstanding at June 24, 2004
    
    
    263,315
    
    
    $
    10.41Activity:Granted
    
    
    72,000
    
    
    
    18.55Exercised
    
    
    (21,125
    )
    
    
    9.36Outstanding at June 30, 2005
    
    
    314,190
    
    
    $
    12.37Activity:Granted
    
    
    66,000
    
    
    
    18.73Exercised
    
    
    (11,750
    )
    
    
    6.03Forfeited
    
    
    (43,625
    )
    
    
    13.82Outstanding at June 29, 2006
    
    
    324,815
    
    
    $
    13.70Activity:Granted
    
    
    76,000
    
    
    
    10.25Exercised
    
    
    (11,250
    )
    
    
    6.80Forfeited
    
    
    (35,875
    )
    
    
    15.48Outstanding at June 28, 2007
    
    
    353,690
    
    
    $
    13.00Exercisable at June 28, 2007
    
    
    199,690
    
    
    $
    11.60Exercisable at June 29, 2006
    
    
    142,815
    
    
    $
    10.49Exercisable at June 30, 2005
    
    
    95,065
    
    
    $
    8.16
 63




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##### Table of Contents



Option Price Per Share Range$3.44 - $11.89
    
    $15.14 - $32.30Number of options
    
    
    175,065
    
    
    
    178,625Weighted-average exercise price
    
    $
    7.87
    
    
    $
    18.02Weighted-average remaining life (years)
    
    
    6.0
    
    
    
    6.2Number of options exercisable
    
    
    107,565
    
    
    
    92,125Weighted average exercise price for exercisable options
    
    $
    6.35
    
    
    $
    17.73
 NOTE 11  EMPLOYEE BENEFIT PLANS
   NOTE 12  RETIREMENT PLAN
  64




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Incremental Effect of Applying SFAS 158
on Individual Line Items in the Consolidated Balance Sheet
 Before
    
    
    
    
    
    AfterApplication
    
    
    
    
    
    Applicationof Statement
    
    
    
    
    
    of Statement158
    
    Adjustments
    
    158Intangible asset
    
    $
    4,936
    
    
    $
    (4,936
    )
    
    $
    Total assets
    
    
    372,786
    
    
    
    (4,936
    )
    
    
    367,850Long-term retirement plan liability
    
    
    7,754
    
    
    
    1,306
    
    
    
    9,060Long-term deferred income tax liability
    
    
    4,791
    
    
    
    (2,185
    )
    
    
    2,606Total long-term liabilities
    
    
    32,507
    
    
    
    (879
    )
    
    
    31,628Accumulated other comprehensive loss, net
of tax benefit
    
    
    
    
    
    
    (4,057
    )
    
    
    (4,057
    )Total stockholders equity
    
    
    166,949
    
    
    
    (4,057
    )
    
    
    162,892Total liabilities and stockholders equity
    
    
    372,786
    
    
    
    (4,936
    )
    
    
    367,850
  June 28, 2007
    
    
    June 29, 2006Change in projected benefit obligationBenefit obligation at beginning of year or plan inception
    
    $
    10,249
    
    
    $
    14,674Service cost
    
    
    262
    
    
    
    386Interest cost
    
    
    653
    
    
    
    642Actuarial gain
    
    
    (1,530
    )
    
    
    (5,453
    )Benefits paid
    
    
    (345
    )
    
    
    Projected benefit obligation at end of year
    
    $
    9,289
    
    
    $
    10,249
  June 28, 2007
    
    
    June 29, 2006Actuarial GainChange in bonus expectation
    
    $
    (453
    )
    
    $
    (3,141
    )Change in discount rate
    
    
    182
    
    
    
    (1,906
    )Adjustment to projected retiree benefit
    
    
    (914
    )
    
    
    Other
    
    
    (345
    )
    
    
    (406
    )Actuarial gain
    
    $
    (1,530
    )
    
    $
    (5,453
    )
  June 28, 2007
    
    
    June 29, 2006Before adoption of SFAS 158:Accrued benefit cost
    
    $
    (7,983
    )
    
    $
    (8,023
    )Intangible asset
    
    
    4,935
    
    
    
    6,197Net amount recognized
    
    $
    (3,048
    )
    
    $
    (1,826
    )After adoption of SFAS 158:Current liabilities
    
    $
    (229
    )Long-term liabilities
    
    
    (9,060
    )Net amount recognized
    
    $
    (9,289
    )
 65




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##### Table of Contents



Year Ended
    
    
    Year EndedJune 28, 2007
    
    
    June 29, 2006Service cost
    
    $
    262
    
    
    $
    386Interest cost
    
    
    653
    
    
    
    642Recognized gain amortization
    
    
    (306
    )
    
    
    Prior service cost amortization
    
    
    957
    
    
    
    798Net periodic pension cost
    
    $
    1,566
    
    
    $
    1,826Significant assumptions related to the Companys SERP include the discount rate used to calculate
the actuarial present value of benefit obligations to be paid in the future and the average rate of
compensation expense increase by SERP participants.The assumptions utilized by the Company in calculating the benefit obligations of its SERP are as
follows:June 28, 2007
    
    June 29, 2006Discount rate
    
    
    6.27
    %
    
    
    6.44
    %Rate of compensation increases
    
    
    4.50
    %
    
    
    4.50
    %Bonus payment
    
    60% of base, paid 3 of 5  years
    
    60% of base, paid annuallyThe assumptions utilized by the Company in calculating the net periodic costs of its SERP are as
follows:Year Ended
    
    Year EndedJune 28, 2007
    
    June 29, 2006Discount rate
    
    
    6.44
    %
    
    
    5.25
    %Rate of compensation increases
    
    
    4.50
    %
    
    
    4.00
    %Bonus payment
    
    60% of base, paid annually
    
    100% of base, paid annually
   Fiscal year2008
    
    $
    2302009
    
    
    9072010
    
    
    6792011
    
    
    6752012
    
    
    6702013  2017
    
    
    3,176
 66




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##### Table of Contents



NOTE 13  TRANSACTIONS WITH RELATED PARTIES
     NOTE 14  DISTRIBUTION CHANNEL AND PRODUCT TYPE SALES MIX
   Year Ended
    
    
    Year Ended
    
    
    Year EndedDistribution Channel
    
    June 28, 2007
    
    
    June 29, 2006
    
    
    June 30, 2005Consumer
    
    $
    277,410
    
    
    $
    292,890
    
    
    $
    298,298Industrial
    
    
    111,998
    
    
    
    131,635
    
    
    
    132,900Food Service
    
    
    61,763
    
    
    
    64,356
    
    
    
    61,294Contract Packaging
    
    
    45,003
    
    
    
    44,874
    
    
    
    45,181Export
    
    
    45,204
    
    
    
    45,809
    
    
    
    44,056Total
    
    $
    541,378
    
    
    $
    579,564
    
    
    $
    581,729
  Year Ended
    
    
    Year Ended
    
    
    Year EndedProduct Type
    
    June 28, 2007
    
    
    June 29, 2006
    
    
    June 30, 2005Peanuts
    
    
    20.0
    %
    
    
    20.1
    %
    
    
    22.4
    %Pecans
    
    
    22.3
    
    
    
    21.8
    
    
    
    23.3Cashews & Mixed Nuts
    
    
    21.1
    
    
    
    22.4
    
    
    
    22.7Walnuts
    
    
    13.7
    
    
    
    11.8
    
    
    
    9.4Almonds
    
    
    13.3
    
    
    
    15.4
    
    
    
    13.5Other
    
    
    9.6
    
    
    
    8.5
    
    
    
    8.7Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
 67




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##### Table of Contents



NOTE 15  VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
  Balance atBeginning
    
    
    
    
    
    
    
    
    
    
    Balance atDescription
    
    of Period
    
    
    Additions
    
    
    Deductions
    
    
    End of PeriodJune 28, 2007Income tax valuation allowance
    
    $
    500
    
    
    $
    1,512
    
    
    $
    
    
    
    $
    2,012Allowance for doubtful accounts
    
    
    304
    
    
    
    355
    
    
    
    (476
    )
    
    
    183Reserve for cash discounts
    
    
    280
    
    
    
    5,591
    
    
    
    (5,646
    )
    
    
    225Reserve for customer deductions
    
    
    3,182
    
    
    
    6,308
    
    
    
    (6,739
    )
    
    
    2,751Total
    
    $
    4,266
    
    
    $
    13,766
    
    
    $
    (12,861
    )
    
    $
    5,171June 29, 2006Income tax valuation allowance
    
    $
    
    
    
    $
    500
    
    
    $
    
    
    
    $
    500Allowance for doubtful accounts
    
    
    887
    
    
    
    88
    
    
    
    (671
    )
    
    
    304Reserve for cash discounts
    
    
    280
    
    
    
    6,055
    
    
    
    (6,055
    )
    
    
    280Reserve for customer deductions
    
    
    2,562
    
    
    
    8,752
    
    
    
    (8,132
    )
    
    
    3,182Total
    
    $
    3,729
    
    
    $
    15,395
    
    
    $
    (14,858
    )
    
    $
    4,266June 30, 2005Allowance for doubtful accounts
    
    $
    650
    
    
    $
    270
    
    
    $
    (33
    )
    
    $
    887Reserve for cash discounts
    
    
    195
    
    
    
    6,155
    
    
    
    (6,070
    )
    
    
    280Reserve for customer deductions
    
    
    1,132
    
    
    
    8,154
    
    
    
    (6,724
    )
    
    
    2,562Total
    
    $
    1,977
    
    
    $
    14,579
    
    
    $
    (12,827
    )
    
    $
    3,729
 NOTE 16  INTEREST COST
  Year Ended
    
    
    Year Ended
    
    
    Year EndedJune 28, 2007
    
    
    June 29, 2006
    
    
    June 30, 2005Gross interest cost
    
    $
    10,248
    
    
    $
    8,324
    
    
    $
    4,030Capitalized interest
    
    
    (901
    )
    
    
    (1,808
    )
    
    
    (32
    )Interest expense
    
    $
    9,347
    
    
    $
    6,516
    
    
    $
    3,998
 NOTE 17  SUPPLEMENTARY QUARTERLY DATA (Unaudited)
  First
    
    Second
    
    Third
    
    FourthQuarter
    
    Quarter
    
    Quarter
    
    QuarterYear Ended June 28, 2007:Net sales
    
    $
    133,793
    
    
    $
    177,654
    
    
    $
    107,009
    
    
    $
    122,922Gross profit
    
    
    5,723
    
    
    
    19,138
    
    
    
    5,966
    
    
    
    10,304(Loss) income from operations
    
    
    (5,881
    )
    
    
    3,757
    
    
    
    (6,121
    )
    
    
    (3,034
    )Net (loss) income
    
    
    (4,821
    )
    
    
    1,236
    
    
    
    (6,182
    )
    
    
    (3,909
    )Basic and diluted (loss)
earnings per common share
    
    $
    (0.46
    )
    
    $
    0.12
    
    
    $
    (0.58
    )
    
    $
    (0.37
    )Year Ended June 29, 2006:Net sales
    
    $
    138,658
    
    
    $
    191,077
    
    
    $
    119,004
    
    
    $
    130,825Gross profit
    
    
    13,280
    
    
    
    16,139
    
    
    
    4,498
    
    
    
    3,200(Loss) income from operations
    
    
    (82
    )
    
    
    1,262
    
    
    
    (7,425
    )
    
    
    (12,039
    )Net loss
    
    
    (1,128
    )
    
    
    (64
    )
    
    
    (5,913
    )
    
    
    (9,616
    )Basic and diluted loss per
common share
    
    $
    (0.11
    )
    
    $
    (0.01
    )
    
    $
    (0.56
    )
    
    $
    (0.91
    )
 68




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69




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##### Table of Contents



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
   Internal Control  Integrated Framework
 70




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##### Table of Contents



Remediation Plan for Fiscal 2007 Material Weakness
  1.
    
    Conducted month end surveys or meetings of significant functional areas such as
operations, purchasing, accounts payable, sales, marketing and payroll in order to
ensure that all relevant information is communicated to the accounting department in a
complete and timely manner and considered in the financial statement closing process.2.
    
    Implemented a process to ensure that information gathered in the financial
statement closing process that requires further action or consideration is
appropriately tracked and resolved on a timely basis.3.
    
    Performed monthly cutoffs of all transactional activity on a company-wide basis
to the same extent that it performs cutoffs at the end of quarters to improve the
accuracy of monthly interim periodic financial information. This effort has primarily
focused on inventory and related reserves and accounts.4.
    
    Enhanced its monthly procedures to include formal reconciliations of all
balance sheet accounts that are reviewed by accounting management.
  Remediation of Other Fiscal 2006 Material Weaknesses
  1.
    
    The Company did not maintain effective controls over the completeness and
accuracy of the periodic goodwill impairment assessment. Specifically, effective
controls were not maintained to ensure that a complete and accurate periodic impairment
analysis was prepared, reviewed, and approved in order to identify and record
impairments, as required under generally accepted accounting principles. This control
deficiency resulted in the restatement of the Companys 2006 consolidated financial
statements, affecting goodwill, goodwill impairment loss and disclosures.2.
    
    The Company did not maintain effective controls to ensure the accuracy of
accounting for lease transactions. Specifically, effective controls were not maintained
to ensure that an accurate analysis was prepared, reviewed and approved in order to
properly evaluate the accounting for certain sale-leaseback transactions, as required
under generally accepted accounting principles, affecting plant, property and
equipment, current and long-term liabilities, gains relating to real estate sales,
lease expense, interest expense and sale-leaseback transaction disclosures.3.
    
    The Company did not maintain a sufficient complement of accounting and finance
personnel with an appropriate level of accounting knowledge, experience and training in
the selection and application of generally accepted accounting principles commensurate
with the Companys financial reporting requirements. This control deficiency
contributed to the material weaknesses discussed above regarding controls over
financial forecast information, goodwill impairment assessment and lease accounting.
  (1)
    
    Hired an additional senior level accounting professional that is a certified
public accountant in the third quarter of fiscal 2007, with public accounting and
public company experience, to enhance the technical accounting resources of the
department.
 71




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##### Table of Contents



(2)
    
    Hired three experienced degreed accountants in the third quarter of fiscal 2007
to improve the timeliness of periodic closings and to allow more senior accounting
executives to perform higher level review duties and to improve internal control over
financial reporting.(3)
    
    Engaged a consultant to review its monthly closing process and control
procedures and its finance structure during the third quarter of fiscal 2007 to further
improve the timeliness and accuracy of both the interim monthly and quarterly closing
processes. This effort also focused on improving the timing related to preparation of
SEC filings. The consultants recommendations regarding the closing process having
immediate impact have been implemented.(4)
    
    Implemented a revised lease assessment process to ensure proper lease
accounting determinations are made on an interim and annual basis.
  Changes in Internal Control over Financial Reporting
  Limitations on the Effectiveness of Controls
  72




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##### Table of Contents



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
  
 PART IV
 
 Item 15  Exhibits and Financial Statement Schedules
 (a) (1) Financial Statements
 
       73




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##### Table of Contents



(2) Financial Statement Schedules
  (3) Exhibits
  (b) Exhibits
  (c) Financial Statement Schedules
  74




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##### Table of Contents



SIGNATURES
  JOHN B. SANFILIPPO & SON, INC.By:
    /s/ Jeffrey T. SanfilippoDate: September 11, 2007
    
    Jeffrey T. SanfilippoChief Executive Officer  Name
    
    Title
    
    Date/s/ Jeffrey T. Sanfilippo

Jeffrey T. Sanfilippo
    
    Chief Executive Officer
(Principal Executive Officer)
    
    September 11, 2007/s/ Michael J. Valentine

Michael J. Valentine
    
    Chief Financial Officer and Group President and Director
(Principal Financial Officer)
    
    September 11, 2007/s/ Herbert J. Marros

Herbert J. Marros
    
    Director of Financial Reporting and Taxation
(Principal Accounting Officer)
    
    September 11, 2007/s/ Jasper B. Sanfilippo

Jasper B. Sanfilippo
    
    Chairman of the Board
    
    September 11, 2007/s/ Mathias A. Valentine

Mathias A. Valentine
    
    Director
    
    September 11, 2007/s/ Jim Edgar

Jim Edgar
    
    Director
    
    September 11, 2007/s/ Timothy R. Donovan

Timothy R. Donovan
    
    Director
    
    September 11, 2007/s/ Jasper B. Sanfilippo, Jr.

Jasper B. Sanfilippo, Jr.
    
    Director
    
    September 11, 2007/s/ Daniel M. Wright

Daniel M. Wright
    
    Director
    
    September 11, 2007
 75




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##### Table of Contents



JOHN B. SANFILIPPO & SON, INC.
 
 
 ExhibitNumber
    
    Description3.1
    
    Restated Certificate of Incorporation of Registrant(12)3.2
    
    Bylaws of Registrant(1)4.1
    
    Specimen Common Stock Certificate(3)4.2
    
    Specimen Class A Common Stock Certificate(3)4.3
    
    Limited Waiver and Second Amendment to Note Purchase Agreement (the Note Agreement) in the amount of $65
million by the Company with The Prudential Insurance Company of America, Pruco Life Insurance Company,
American Skandia Life Assurance Corporation, Prudential Retirement Ceded Business Trust, ING Life Insurance
and Annuity Company, Farmers New World Life Insurance Company, Physicians Mutual Insurance Company,
Great-West Life & Annuity Insurance Company, The Great-West Life Assurance Company, United of Omaha Life
Insurance Company and Jefferson Pilot Financial Insurance Company (collectively the Noteholders) dated as
of July 25, 2006(18)4.4
    
    Note in the principal amount of $7,749,166.67 executed by the Company in favor of Prudential Insurance
Company of America, dated June 1, 2006(18)4.5
    
    Note in the principal amount of $1,945,555.56 executed by the Company in favor of Pruco Life Insurance
Company, dated June 1, 2006(18)4.6
    
    Note in the principal amount of $7,980,555.55 executed by the Company in favor of ING Life Insurance and
Annuity Company, dated June 1, 2006(18)4.7
    
    Note in the principal amount of $1,261,777.78 executed by the Company in favor of American Skandia Life
Insurance Corporation, dated June 1, 2006(18)4.8
    
    Note in the principal amount of $3,210,166.67 executed by the Company in favor of Prudential Retirement
Insurance and Annuity Company, dated June 1, 2006(18)4.9
    
    Note in the principal amount of $3,919,444.44 executed by the Company in favor of Farmers New World Life
Insurance Company, dated June 1, 2006(18)4.10
    
    Note in the principal amount of $2,266,666.79 executed by the Company in favor of How & Co., dated June 1,
2006(18)4.11
    
    Note in the principal amount of $9,444,444.44 executed by the Company in favor of Great-West Life & Annuity
Insurance Company, dated June 1, 2006(18)4.12
    
    Note in the principal amount of $9,444,444.44 executed by the Company in favor of Mac & Co., dated June 1,
2006(18)4.13
    
    Note in the principal amount of $4,722,222.22 executed by the Company in favor of Jefferson Pilot Financial
Insurance Company, dated June 1, 2006(18)4.14
    
    Note in the principal amount of $9,444,444.44 executed by the Company in favor of United of Omaha Life
Insurance Company, dated June 1, 2006(18)4.15
    
    Limited Waiver and Third Amendment to Note Purchase Agreement by and among the Company and the Noteholders,
dated May 31, 2007 and executed June 1, 2007(20)5-9
    
    Not applicable
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ExhibitNumber
    
    Description10.1
    
    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, filed herewith*10.17
    
    Form of Option Grant Agreement under 1998 Equity Incentive Plan(12)10.18
    
    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)
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ExhibitNumber
    
    Description10.21
    
    Agreement for Purchase of Real Estate and Related Property between the Company and Arthur/Busse Limited
Partnership(16)10.22
    
    Lease Agreement between the Company, as Tenant, and Palmtree Acquisition Corporation, as Landlord for
property at 3001 Malmo Drive, Arlington Heights,
Illinois(16)10.23
    
    Lease Agreement between the Company, as Tenant, and Palmtree Acquisition Corporation, as Landlord for
property at 2299 Busse Road, Elk Grove Village,
Illinois(16)10.24
    
    Lease Agreement between the Company, as Tenant, and Palmtree Acquisition Corporation, as Landlord for
property at 1851 Arthur Avenue, Elk Grove Village,
Illinois(16)10.25
    
    Amended and Restated Agreement by and among the Company, U.S. Bank National Association (USB), LaSalle Bank
National Association (LSB) and ING Capital LLC (ING) (collectively, the Lenders), dated July 25,
2006(17)10.26
    
    Line of Credit Note in the principal amount of $45.0 million executed by the Company in favor of USB, dated
July 25,
2006(17)10.27
    
    Line of Credit Note in the principal amount of $35.0 million executed by the Company in favor of LSB, dated
July 25,
2006(17)10.28
    
    Line of Credit Note in the principal amount of $20.0 million executed by the Company in favor of ING, dated
July 25,
2006(17)10.29
    
    Security Agreement by and between the Company and USB, in its capacity as Agent for the Lenders and
Noteholders, dated July 25,
2006(17)10.30
    
    Mortgage made by the Company related to its Elgin, Illinois property to USB, in its capacity as Agent for the
Lenders and Noteholders, dated July 25,
2006(17)10.31
    
    Deed of Trust made by the Company related to its Gustine, California property for the benefit of USB, in its
capacity as Agent for the Lenders and Noteholders, dated
July 25,
2006(17)10.32
    
    Trademark License Agreement by and between the Company and USB, in its capacity as Agent for the Lenders and
Noteholders, dated July 25,
2006(17)10.33
    
    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(18)10.34
    
    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(18)10.35
    
    First Amendment to Amended and Restated Agreement by and among the Company and the Lenders, dated May 31,
2007 and executed June 1,
2007(19)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 herewith
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ExhibitNumber
    
    Description31.2
    
    Certification of Michael J. Valentine pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended,
filed herewith32.1
    
    Certification of Jeffrey T. Sanfilippo pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, filed herewith32.2
    
    Certification of Michael J. Valentine pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, filed herewith33-100
    
    Not applicable
 
 (1)
    
    Incorporated by reference to the Registrants Registration Statement on Form S-1,
Registration No. 33-43353, as filed with the Commission on October 15, 1991 (Commission File
No. 0-19681).(2)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for the
fiscal year ended December 31, 1991 (Commission File No. 0-19681), as amended by the
certificate of amendment filed as an appendix to the Registrants 2004 Proxy Statement filed
on September 8, 2004.(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 Registration Statement on Form S-3
(Amendment No. 2), Registration No. 333-112221, as filed with the Commission on March 10,
2004.(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). 79




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(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 July
27, 2006 (Commission File No. 0-19681).(18)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated
September 20, 2006 (Commission File No. 0-19681).(19)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated June 1,
2007 (Commission File No. 0-19681).*
    
    Indicates a management contract or compensatory plan or arrangement required to
be filed as an exhibit to this form pursuant to Item 14(c). 80