UNITED STATES
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 25, 2009
 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
 o o
  Large accelerated filer o
Accelerated filer o
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, Flavor Tree, Sunshine
Country Texas Pride
 http://www.jbssinc.com. http://www.sec.gov
  (ii) Facility Consolidation Project
   2




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b. Segment Reporting
  c. Narrative Description of Business
 (i) General
   (ii) Principal Products
  
  3




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




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(vii) Raw Materials and Supplies
        (viii) Trademarks and Patents
 Fisher, Sunshine Country, Flavor Tree Texas Pride
 (ix) Employees
  5




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(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
  We have a Generally Vertically Integrated Model With Respect to Pecans, Peanuts and Walnuts
  7




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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 Risks and Uncertainties Regarding Our Facility Consolidation Project
  
    
    sales volume may continue to decrease, in part because of our voluntary elimination of
non-profitable products, and we may not realize any future overall increases in demand for our
products necessary to justify additional production capacity available at the New Site;
    
    we may not achieve the planned levels of increased efficiencies at the New Site;
    
    we may not obtain tenants or receive rental income for the unused portions of the New Site;
    
    we may not be able to recover our investment in the Original Site (as defined below in Item 2(a)).
  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;
    
    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
  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
  General Economic Conditions Could Significantly Affect Our Financial Results
  11




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Item 1B   Unresolved Staff Comments
  Item 2   Properties
     12




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a. Principal Facilities
 (1)
 Date CompanyConstructed,Square
    
    Types of
    
    
    
    Acquired or FirstLocation
    
    Footage
    
    Interest
    
    Description of Principal Use
    
    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
    
    
    2005
 
 (1)
    
    In addition to the properties listed in the table, we own land in Elgin, Illinois, which we
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)
    
    The Bainbridge facility is subject to a mortgage and deed of trust securing $4.720 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 the related party partnerships was consummated
during the first quarter of fiscal 2007. See Note 1 to the Consolidated Financial Statements
- Facility Consolidation Project/Real Estate Transactions.(4)
    
    The Elgin Office Building (part of the New 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 20% 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 New Site.(5)
    
    The Elgin Warehouse Building (part of the New 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  Submission of Matters to a Vote of Security Holders
  EXECUTIVE OFFICERS OF THE REGISTRANT
  Jeffrey T. Sanfilippo, Chief Executive Officer 
 14




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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 
 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 
 15




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Michael G. Cannon, Senior Vice President of Corporate Operations 
 Frank S. Pellegrino, Vice President Finance and Corporate Controller 
 Thomas J. Fordonski, Vice President of Human Resources
 Robert J. Sarlls, Vice President of Strategy and Business Development
 RELATIONSHIPS AMONG CERTAIN DIRECTORS AND EXECUTIVE OFFICERS
  16




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PART II
 Item 5   Market for Registrants Common Equity and Related Stockholder Matters
   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
 Price Range ofCommon StockYear Ended June 26, 2008
    
    High
    
    Low4th Quarter
    
    $
    11.40
    
    
    $
    8.023rd Quarter
    
    $
    9.80
    
    
    $
    6.722nd Quarter
    
    $
    10.42
    
    
    $
    7.251st Quarter
    
    $
    12.30
    
    
    $
    6.73
   
 17




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Securities Authorized under Equity Compensation Plans
  (c) Number ofsecurities remaining(a) Number of
    
    (b) Weighted
    
    available for futuresecurities to be
    
    average exercise
    
    issuance under equityissued upon
    
    price of
    
    compensation plansexercise of
    
    outstanding
    
    (excluding securitiesoptions, warrants
    
    options, warrants
    
    reflected in ColumnPlan Category
    
    and rights
    
    and rights
    
    (a))Equity compensation
plans approved by
stockholders 
stock options
    
    
    381,940
    
    
    $
    11.97
    
    
    
    952,000
    (1)Equity compensation
plans approved by
stockholders 
restricted stock
units
    
    
    46,500
    
    
    
    
    
    
    
    453,500
    (1)Equity compensation plans not approved
by stockholders
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Under our 2008 Equity Incentive Plan, as amended, a total of 952,000 equity based
stock awards are available for distribution, 453,500 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 25,
    
    
    June 26,
    
    
    June 28,
    
    
    June 29,
    
    
    June 30,2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Net sales
    
    $
    553,846
    
    
    $
    541,771
    
    
    $
    540,858
    
    
    $
    579,564
    
    
    $
    581,729Cost of sales
    
    
    481,447
    
    
    
    475,538
    
    
    
    499,569
    
    
    
    542,447
    
    
    
    503,300Gross profit
    
    
    72,399
    
    
    
    66,233
    
    
    
    41,289
    
    
    
    37,117
    
    
    
    78,429Selling and administrative expenses
    
    
    57,150
    
    
    
    53,797
    
    
    
    55,457
    
    
    
    55,099
    
    
    
    51,842Restructuring expenses
    
    
    (332
    )
    
    
    1,765
    
    
    
    
    
    
    
    
    
    
    
    Gain related to real estate sales
    
    
    
    
    
    
    
    
    
    
    (3,047
    )
    
    
    (940
    )
    
    
    Goodwill impairment loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,242
    
    
    
    Income (loss) from operations
    
    
    15,581
    
    
    
    10,671
    
    
    
    (11,121
    )
    
    
    (18,284
    )
    
    
    26,587Interest expense
    
    
    (7,646
    )
    
    
    (10,502
    )
    
    
    (9,347
    )
    
    
    (6,516
    )
    
    
    (3,998
    )Debt extinguishment costs
    
    
    
    
    
    
    (6,737
    )
    
    
    
    
    
    
    
    
    
    
    Rental and miscellaneous (expense) income, net
    
    
    (1,277
    )
    
    
    (286
    )
    
    
    (629
    )
    
    
    (610
    )
    
    
    1,179Income (loss) before income taxes
    
    
    6,658
    
    
    
    (6,854
    )
    
    
    (21,097
    )
    
    
    (25,410
    )
    
    
    23,768Income tax (benefit) expense
    
    
    (259
    )
    
    
    (897
    )
    
    
    (7,520
    )
    
    
    (8,689
    )
    
    
    9,269Net income (loss)
    
    $
    6,917
    
    
    $
    (5,957
    )
    
    $
    (13,577
    )
    
    $
    (16,721
    )
    
    $
    14,499Basic earnings (loss) per common share
    
    $
    0.65
    
    
    $
    (0.56
    )
    
    $
    (1.28
    )
    
    $
    (1.58
    )
    
    $
    1.37Diluted earnings (loss) per common share
    
    $
    0.65
    
    
    $
    (0.56
    )
    
    $
    (1.28
    )
    
    $
    (1.58
    )
    
    $
    1.35
 18




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Balance Sheet Data:
 June 25,
    
    June 26,
    
    June 28,
    
    June 29,
    
    June 30,2009
    
    2008
    
    2007
    
    2006
    
    2005Working capital
    
    $
    52,701
    
    
    $
    42,863
    
    
    $
    15,461
    
    
    $
    22,617
    
    
    $
    137,764Total assets
    
    
    322,699
    
    
    
    350,784
    
    
    
    367,271
    
    
    
    390,912
    
    
    
    394,472Long-term debt, less current maturities
    
    
    49,016
    
    
    
    52,356
    
    
    
    19,783
    
    
    
    5,618
    
    
    
    67,002Total debt
    
    
    93,938
    
    
    
    132,555
    
    
    
    148,034
    
    
    
    137,676
    
    
    
    144,174Stockholders equity
    
    
    165,499
    
    
    
    158,372
    
    
    
    162,991
    
    
    
    180,110
    
    
    
    196,175
 Item 7  Managements Discussion and Analysis of Financial Condition and Results of Operations
  Fisher, Flavor Tree, Sunshine Country Texas Pride
  Annual Highlights
   19




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Results of Operations
  Percentage Increase/DecreasePercentage of Net Sales
    
    Fiscal 2009
    
    Fiscal 2008Fiscal 2009
    
    Fiscal 2008
    
    Fiscal 2007
    
    vs. 2008
    
    vs. 2007Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    2.2
    %
    
    
    0.2
    %Gross profit
    
    
    13.1
    
    
    
    12.2
    
    
    
    7.6
    
    
    
    9.3
    
    
    
    60.4Selling expenses
    
    
    6.6
    
    
    
    6.4
    
    
    
    7.2
    
    
    
    4.5
    
    
    
    (10.5
    )Administrative expenses
    
    
    3.7
    
    
    
    3.5
    
    
    
    3.0
    
    
    
    9.5
    
    
    
    14.9Restructuring expenses
    
    
    (0.1
    )
    
    
    0.3
    
    
    
    
    
    
    
    (118.8
    )
    
    
    Gain related to real
estate sales
    
    
    
    
    
    
    
    
    
    
    (0.6
    )
    
    
    
    
    
    
    
 Fiscal 2009 Compared to Fiscal 2008
 Net Sales .
  20




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Distribution Channel
    
    Fiscal 2009
    
    
    Fiscal 2008Consumer
    
    $
    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
    %
  Product Type
    
    Fiscal 2009
    
    Fiscal 2008Peanuts
    
    
    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
    %
      Gross Profit.
  21




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Operating Expenses .
  Income from Operations .
  Interest Expense .
  Debt Extinguishment Costs.
  Rental and Miscellaneous (Expense) Income, Net.
  Income Tax Benefit .
  Net Income (Loss).
  22




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Fiscal 2008 Compared to Fiscal 2007
 Net Sales .
      Distribution Channel
    
    Fiscal 2008
    
    
    Fiscal 2007Consumer
    
    $
    294,021
    
    
    
    54.2
    %
    
    $
    276,890
    
    
    
    51.2
    %Industrial
    
    
    92,792
    
    
    
    17.1
    
    
    
    111,998
    
    
    
    20.7Food Service
    
    
    68,132
    
    
    
    12.6
    
    
    
    61,763
    
    
    
    11.4Contract Packaging
    
    
    47,441
    
    
    
    8.8
    
    
    
    45,003
    
    
    
    8.3Export
    
    
    39,385
    
    
    
    7.3
    
    
    
    45,204
    
    
    
    8.4Total
    
    $
    541,771
    
    
    
    100.0
    %
    
    $
    540,858
    
    
    
    100.0
    %
  Product Type
    
    Fiscal 2008
    
    Fiscal 2007Peanuts
    
    
    20.1
    %
    
    
    20.0
    %Pecans
    
    
    22.6
    
    
    
    22.3Cashews & Mixed Nuts
    
    
    20.8
    
    
    
    21.1Walnuts
    
    
    14.7
    
    
    
    13.7Almonds
    
    
    11.9
    
    
    
    13.3Other
    
    
    9.9
    
    
    
    9.6Total
    
    
    100.0
    %
    
    
    100.0
    %
  23




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Gross Profit.
  
    
    $7.1 million increase in unfavorable labor and efficiency variances over fiscal 2007,
which was primarily related to the shut down and start up costs for production lines that
were moved from the previous Chicago area facilities and installed in the New Site;
    
    $2.6 million in estimated redundant manufacturing expenses as production activities
occurred at the previous Chicago area facilities while the manufacturing spending in the
New Site reflected increased production levels; and
    
    $2.6 million in external contractor charges that were related to the acceleration of
the equipment move from the existing Chicago area facilities to the New Site.
 Operating Expenses .
  24




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##### 



Income (Loss) from Operations .
  Interest Expense .
  Debt Extinguishment Cost.
  Rental and Miscellaneous (Expense) Income, Net.
  Income Tax Benefit .
  Net Loss.
  25




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Liquidity and Capital Resources
 General.
        Real Estate Matters.
   26




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##### 



Financing Arrangements.
    27




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28




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##### 



Capital Expenditures.
  Contractual Cash Obligations
  MoreLess Than
    
    
    
    
    
    
    
    
    
    
    Than 5Total
    
    
    1 Year
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    YearsLong-term debt
    
    $
    93,788
    
    
    $
    15,178
    
    
    $
    16,272
    
    
    $
    11,064
    
    
    $
    51,274Capital lease obligations
    
    
    633
    
    
    
    294
    
    
    
    334
    
    
    
    5
    
    
    
    Minimum operating lease
commitments
    
    
    2,654
    
    
    
    1,099
    
    
    
    1,382
    
    
    
    173
    
    
    
    Revolving credit
facility borrowings
    
    
    33,232
    
    
    
    
    
    
    
    
    
    
    
    33,232
    
    
    
    Purchase obligations
    
    
    97,957
    
    
    
    97,957
    
    
    
    
    
    
    
    
    
    
    
    Total contractual cash
obligations
    
    $
    228,264
    
    
    $
    114,528
    
    
    $
    17,988
    
    
    $
    44,474
    
    
    $
    51,274
  29




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##### 



Critical Accounting Policies and Estimates
   Revenue Recognition.
  Inventories.
  Impairment of Long-Lived Assets.
  30




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##### 



Introductory Funds.
  Related Party Transactions.
  Income Taxes.
    
    
    The fact that since fiscal 2007, our income before income taxes has increased over
$27.0 million, from a pretax loss of ($21.1) million to pretax income of $6.7 million as a
result of a variety of profit improvement initiatives.
    
    Fiscal 2008 would have been profitable absent debt extinguishment and restructuring
costs.
    
    Procurement practices have been changed to minimize our exposure to commodity price
changes after we have entered into sales commitments.
    
    Completion of the facility consolidation project resulted in increased costs during the
transition period and is now beginning to yield operating efficiencies.
    31




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##### 



Recent Accounting Pronouncements.
      32




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##### 



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
    /s/ PricewaterhouseCoopers LLPChicago, Illinois  35




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##### 



JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED BALANCE SHEETS   (dollars in thousands, except per share amounts
 June 25,
    
    
    June 26,2009
    
    
    2008ASSETSCURRENT ASSETS:Cash
    
    $
    863
    
    
    $
    716Accounts receivable, less allowances of $2,765 and $2,217, respectively
    
    
    34,760
    
    
    
    34,424Inventories
    
    
    106,289
    
    
    
    127,032Income taxes receivable
    
    
    
    
    
    
    222Deferred income taxes
    
    
    4,108
    
    
    
    2,595Prepaid expenses and other current assets
    
    
    1,784
    
    
    
    1,592Asset held for sale
    
    
    
    
    
    
    5,569TOTAL CURRENT ASSETS
    
    
    147,804
    
    
    
    172,150PROPERTY, PLANT AND EQUIPMENT:Land
    
    
    9,463
    
    
    
    9,463Buildings
    
    
    100,482
    
    
    
    99,883Machinery and equipment
    
    
    150,266
    
    
    
    147,631Furniture and leasehold improvements
    
    
    6,231
    
    
    
    6,247Vehicles
    
    
    676
    
    
    
    724Construction in progress
    
    
    1,734
    
    
    
    1,411268,852
    
    
    
    265,359Less: Accumulated depreciation
    
    
    134,648
    
    
    
    123,626134,204
    
    
    
    141,733Rental investment property, less accumulated depreciation of $3,559
and $2,660, respectively
    
    
    32,141
    
    
    
    27,471TOTAL PROPERTY, PLANT AND EQUIPMENT
    
    
    166,345
    
    
    
    169,204Cash surrender value of officers life insurance and other assets
    
    
    7,981
    
    
    
    8,435Brand name, less accumulated amortization of $7,351 and $6,925,
respectively
    
    
    569
    
    
    
    995TOTAL ASSETS
    
    $
    322,699
    
    
    $
    350,784
 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 25,
    
    
    June 26,2009
    
    
    2008LIABILITIES & STOCKHOLDERS EQUITYCURRENT LIABILITIES:Revolving credit facility borrowings
    
    $
    33,232
    
    
    $
    67,948Current maturities of long-term debt, including
related party debt of $234 and $216, respectively
    
    
    11,690
    
    
    
    12,251Accounts payable, including related party payables of
$687 and $449, respectively
    
    
    23,479
    
    
    
    25,355Book overdraft
    
    
    5,632
    
    
    
    4,298Accrued payroll and related benefits
    
    
    8,713
    
    
    
    7,740Accrued workers compensation
    
    
    5,159
    
    
    
    4,838Accrued restructuring
    
    
    
    
    
    
    1,287Other accrued expenses
    
    
    7,149
    
    
    
    5,570Income taxes payable
    
    
    49
    
    
    
    TOTAL CURRENT LIABILITIES
    
    
    95,103
    
    
    
    129,287LONG-TERM LIABILITIES:Long-term debt, less current maturities, including
related party debt of $13,410 and $13,644,
respectively
    
    
    49,016
    
    
    
    52,356Retirement plan
    
    
    8,095
    
    
    
    8,174Deferred income taxes
    
    
    3,634
    
    
    
    2,595Other
    
    
    1,352
    
    
    
    TOTAL LONG-TERM LIABILITIES
    
    
    62,097
    
    
    
    63,125COMMITMENTS 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, 8,140,599 and 8,134,599 shares issued and
outstanding, respectively
    
    
    81
    
    
    
    81Capital in excess of par value
    
    
    101,119
    
    
    
    100,810Retained earnings
    
    
    68,177
    
    
    
    61,853Accumulated other comprehensive loss
    
    
    (2,700
    )
    
    
    (3,194
    )Treasury stock, at cost; 117,900 shares of Common Stock
    
    
    (1,204
    )
    
    
    (1,204
    )TOTAL STOCKHOLDERS EQUITY
    
    
    165,499
    
    
    
    158,372TOTAL LIABILITIES & STOCKHOLDERS EQUITY
    
    $
    322,699
    
    
    $
    350,784
 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 25, 2009
    
    
    June 26, 2008
    
    
    June 28, 2007Net sales
    
    $
    553,846
    
    
    $
    541,771
    
    
    $
    540,858Cost of sales
    
    
    481,447
    
    
    
    475,538
    
    
    
    499,569Gross profit
    
    
    72,399
    
    
    
    66,233
    
    
    
    41,289Operating expenses:Selling expenses
    
    
    36,465
    
    
    
    34,899
    
    
    
    39,003Administrative expenses
    
    
    20,685
    
    
    
    18,898
    
    
    
    16,454Restructuring expenses
    
    
    (332
    )
    
    
    1,765
    
    
    
    Gain related to real estate sales
    
    
    
    
    
    
    
    
    
    
    (3,047
    )Total operating expenses
    
    
    56,818
    
    
    
    55,562
    
    
    
    52,410Income (loss) from operations
    
    
    15,581
    
    
    
    10,671
    
    
    
    (11,121
    )Other income (expense):Interest expense ($1,092, $1,109 and $894 to
related parties, respectively)
    
    
    (7,646
    )
    
    
    (10,502
    )
    
    
    (9,347
    )Debt extinguishment costs
    
    
    
    
    
    
    (6,737
    )
    
    
    Rental and miscellaneous (expense) income, net
    
    
    (1,277
    )
    
    
    (286
    )
    
    
    (629
    )Total other expense, net
    
    
    (8,923
    )
    
    
    (17,525
    )
    
    
    (9,976
    )Income (loss) before income taxes
    
    
    6,658
    
    
    
    (6,854
    )
    
    
    (21,097
    )Income tax benefit
    
    
    (259
    )
    
    
    (897
    )
    
    
    (7,520
    )Net income (loss)
    
    $
    6,917
    
    
    $
    (5,957
    )
    
    $
    (13,577
    )Income (loss) per common share (basic and diluted)
    
    $
    0.65
    
    
    $
    (0.56
    )
    
    $
    (1.28
    )Weighted average shares outstanding  basic
    
    
    10,618,240
    
    
    
    10,610,272
    
    
    
    10,595,996Weighted average shares outstanding  diluted
    
    
    10,635,277
    
    
    
    10,610,272
    
    
    
    10,595,996
 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
 AccumulatedClass A Common
    
    
    
    
    
    
    
    
    
    
    Capital in
    
    
    
    
    
    
    OtherStock
    
    
    Common Stock
    
    
    Excess of
    
    
    Retained
    
    
    Comprehensive
    
    
    TreasuryShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Par Value
    
    
    Earnings
    
    
    Loss
    
    
    Stock
    
    
    TotalBalance, June 29, 2006
    
    
    2,597,426
    
    
    $
    26
    
    
    
    8,112,099
    
    
    $
    81
    
    
    $
    99,820
    
    
    $
    81,387
    
    
    $
    
    
    
    $
    (1,204
    )
    
    $
    180,110Net loss and
comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,577
    )
    
    
    
    
    
    
    
    
    
    
    (13,577
    )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
    
    
    $
    67,810
    
    
    $
    (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
    )
    
    $
    165,499
 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 25, 2009
    
    
    June 26, 2008
    
    
    June 28, 2007Cash flows from operating activities:Net income (loss)
    
    $
    6,917
    
    
    $
    (5,957
    )
    
    $
    (13,577
    )Depreciation and amortization
    
    
    15,922
    
    
    
    15,742
    
    
    
    13,584Loss (gain) on disposition of properties
    
    
    138
    
    
    
    (8
    )
    
    
    (3,162
    )Deferred income tax benefit
    
    
    (474
    )
    
    
    (466
    )
    
    
    (750
    )Stock-based compensation expense
    
    
    273
    
    
    
    397
    
    
    
    411Change in current assets and current liabilities:Accounts receivable, net
    
    
    (336
    )
    
    
    1,600
    
    
    
    (543
    )Inventories
    
    
    20,743
    
    
    
    7,127
    
    
    
    30,231Prepaid expenses and other current assets
    
    
    (192
    )
    
    
    (442
    )
    
    
    1,098Accounts payable
    
    
    (1,876
    )
    
    
    4,091
    
    
    
    (2,774
    )Accrued expenses
    
    
    1,586
    
    
    
    1,313
    
    
    
    (144
    )Income taxes receivable/payable
    
    
    271
    
    
    
    6,490
    
    
    
    (285
    )Other operating assets
    
    
    442
    
    
    
    (270
    )
    
    
    (1,615
    )Net cash provided by operating activities
    
    
    43,414
    
    
    
    29,617
    
    
    
    22,474Cash flows from investing activities:Purchases of property, plant and equipment
    
    
    (5,912
    )
    
    
    (11,569
    )
    
    
    (36,360
    )Proceeds from disposition of assets
    
    
    97
    
    
    
    112
    
    
    
    17,867Cash surrender value of officers life insurance
    
    
    (205
    )
    
    
    (205
    )
    
    
    (289
    )Net cash used in investing activities
    
    
    (6,020
    )
    
    
    (11,662
    )
    
    
    (18,782
    )Cash flows from financing activities:Borrowings under revolving credit facilities
    
    
    162,548
    
    
    
    70,859
    
    
    
    138,491Repayments of revolving credit borrowings
    
    
    (197,264
    )
    
    
    (92,940
    )
    
    
    (129,551
    )Initial borrowing under new revolving credit facility
    
    
    
    
    
    
    82,031
    
    
    
    Payment of amounts outstanding under prior revolving
credit facility
    
    
    
    
    
    
    (65,283
    )
    
    
    Issuance of long-term debt
    
    
    
    
    
    
    45,000
    
    
    
    Debt issuance costs
    
    
    
    
    
    
    (3,273
    )
    
    
    Principal payments on long-term debt
    
    
    (3,901
    )
    
    
    (55,353
    )
    
    
    (14,078
    )Financing obligation with related parties
    
    
    
    
    
    
    
    
    
    
    14,300Increase/(decrease) in book overdraft
    
    
    1,334
    
    
    
    (717
    )
    
    
    (9,286
    )Issuance of Common Stock under option plans
    
    
    36
    
    
    
    72
    
    
    
    80Minority interest distribution
    
    
    
    
    
    
    
    
    
    
    (3,545
    )Tax benefit of stock option exercises
    
    
    
    
    
    
    6
    
    
    
    24Net cash used in financing activities
    
    
    (37,247
    )
    
    
    (19,598
    )
    
    
    (3,565
    )Net increase (decrease) in cash
    
    
    147
    
    
    
    (1,643
    )
    
    
    127Cash:Beginning of period
    
    
    716
    
    
    
    2,359
    
    
    
    2,232End of period
    
    $
    863
    
    
    $
    716
    
    
    $
    2,359Supplemental disclosures of cash flow information:Interest paid, net of interest capitalized
    
    $
    7,208
    
    
    $
    10,456
    
    
    $
    8,712Income taxes paid, excluding refunds of $141, $6,675
and $6,644, respectively
    
    
    347
    
    
    
    107
    
    
    
    133Capital lease obligations incurred
    
    
    
    
    
    
    207
    
    
    
    1,117
 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
    Long-Lived Assets
  Facility Consolidation Project/Real Estate Transactions
   42




---



##### 



June 24, 2010
    
    $
    1,198June 30, 2011
    
    
    1,388June 28, 2012
    
    
    1,323June 27, 2013
    
    
    1,303June 26, 2014
    
    
    1,316Thereafter
    
    
    3,094$
    9,622
     43




---



##### 



Introductory Funds
  Brand Name
  Fair Value of Financial Instruments
  Revenue Recognition
  Significant Customers
  44




---



##### 



Promotion and Advertising Costs
  Shipping and Handling Costs
  Income Taxes
  Segment Reporting
  Earnings per Share
  Year Ended
    
    Year Ended
    
    Year EndedJune 25, 2009
    
    June 26, 2008
    
    June 28, 2007Weighted average shares outstanding  basic
    
    
    10,618,240
    
    
    
    10,610,272
    
    
    
    10,595,996Effect of dilutive securities:Stock options and restricted stock units
    
    
    17,037
    
    
    
    
    
    
    
    Weighted average shares outstanding  diluted
    
    
    10,635,277
    
    
    
    10,610,272
    
    
    
    10,595,996
  45




---



##### 



Comprehensive Income (Loss)
  Subsequent Events
  Recent Accounting Pronouncements
     46




---



##### 



47




---



##### 



NOTE 2  INVENTORIES
  June 25, 2009
    
    
    June 26, 2008Raw material and supplies
    
    $
    50,525
    
    
    $
    59,770Work-in-process and finished goods
    
    
    55,764
    
    
    
    67,262Total
    
    $
    106,289
    
    
    $
    127,032
 NOTE 3  REVOLVING CREDIT FACILITY
    48




---



##### 



NOTE 4  LONG-TERM DEBT
  June 25, 2009
    
    
    June 26, 2008Mortgage 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 2008 with a final
principal payment of $600
in March 2023
    
    $
    33,400
    
    
    $
    35,800Mortgage 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 2008
with a final principal
payment of $150 in March
2023
    
    
    8,350
    
    
    
    8,950Industrial development
bonds, collateralized by
building, machinery and
equipment with a cost
aggregating $8,000
    
    
    4,720
    
    
    
    5,125Selma, Texas facility
financing obligation to
related parties, due in
monthly installments of
$109 through September 1,
2031
    
    
    13,644
    
    
    
    13,860Capitalized equipment leases
    
    
    592
    
    
    
    87260,706
    
    
    
    64,607Less: Current maturities
    
    
    (11,690
    )
    
    
    (12,251
    )Total long-term debt
    
    $
    49,016
    
    
    $
    52,356
   49




---



##### 



June 24, 2010
    
    $
    11,690June 30, 2011
    
    
    7,213June 28, 2012
    
    
    2,716June 27, 2013
    
    
    2,702June 26, 2014
    
    
    2,721Thereafter
    
    
    33,664Total
    
    $
    60,706
 50




---



##### 



NOTE 5  INCOME TAXES
  June 25, 2009
    
    
    June 26, 2008
    
    
    June 28, 2007Current
    
    $
    215
    
    
    $
    (431
    )
    
    $
    (6,770
    )Deferred
    
    
    (474
    )
    
    
    (466
    )
    
    
    (750
    )Total benefit for income taxes
    
    $
    (259
    )
    
    $
    (897
    )
    
    $
    (7,520
    )
  June 25,
    
    June 26,
    
    June 28,2009
    
    2008
    
    2007Federal statutory income tax rate
    
    
    35.0
    %
    
    
    (35.0
    )%
    
    
    (35.0
    )%State income taxes, net of federal benefit
    
    
    7.8
    
    
    
    (6.9
    )
    
    
    (4.4
    )Effect of SFAS 158
    
    
    
    
    
    
    (3.8
    )
    
    
    Net change in valuation allowance for net
deferred tax assets
    
    
    (45.5
    )
    
    
    30.9
    
    
    
    4.4Other
    
    
    (1.2
    )
    
    
    1.7
    
    
    
    (0.6
    )Effective tax rate
    
    
    (3.9
    )%
    
    
    (13.1
    )%
    
    
    (35.6
    )%
  June 25, 2009
    
    
    June 26, 2008Asset
    
    
    Liability
    
    
    Asset
    
    
    LiabilityCurrentAccounts receivable
    
    $
    211
    
    
    $
    
    
    
    $
    160
    
    
    $
    Employee compensation
    
    
    1,503
    
    
    
    
    
    
    
    1,182
    
    
    
    Inventory
    
    
    287
    
    
    
    
    
    
    
    93
    
    
    
    Deferred revenue
    
    
    
    
    
    
    
    
    
    
    15
    
    
    
    Workers compensation
    
    
    1,534
    
    
    
    
    
    
    
    1,458
    
    
    
    Valuation allowance
    
    
    
    
    
    
    
    
    
    
    (1,091
    )
    
    
    Restructuring
    
    
    
    
    
    
    
    
    
    
    541
    
    
    
    Other
    
    
    573
    
    
    
    
    
    
    
    237
    
    
    
    Total current
    
    $
    4,108
    
    
    $
    
    
    
    $
    2,595
    
    
    $
    Long termDepreciation
    
    $
    
    
    
    $
    (10,224
    )
    
    $
    
    
    
    $
    (9,264
    )Amortization
    
    
    
    
    
    
    (24
    )
    
    
    79
    
    
    
    Capitalized leases
    
    
    319
    
    
    
    
    
    
    
    234
    
    
    
    Operating loss carryforwards
    
    
    2,757
    
    
    
    
    
    
    
    4,948
    
    
    
    Retirement plan
    
    
    3,076
    
    
    
    
    
    
    
    3,106
    
    
    
    Valuation allowance
    
    
    
    
    
    
    
    
    
    
    (1,947
    )
    
    
    Other
    
    
    462
    
    
    
    
    
    
    
    249
    
    
    
    Total long-term
    
    $
    6,614
    
    
    $
    (10,248
    )
    
    $
    6,669
    
    
    $
    (9,264
    )Total
    
    $
    10,722
    
    
    $
    (10,248
    )
    
    $
    9,264
    
    
    $
    (9,264
    )
  51




---



##### 




    
    The fact that since fiscal 2007, our income before income taxes has increased over
$27.0 million, from a pretax loss of ($21.1) million to pretax income of $6.7 million as a
result of a variety of profit improvement initiatives.
    
    Fiscal 2008 would have been profitable absent debt extinguishment and restructuring
costs.
    
    Procurement practices have been changed to minimize our exposure to commodity price
changes after we have entered into sales commitments.
    
    Completion of the facility consolidation project resulted in increased costs during the
transition period and is now beginning to yield operating efficiencies.
    NOTE 6  COMMITMENTS AND CONTINGENCIES
 Operating Leases
  June 24, 2010
    
    $
    1,099June 30, 2011
    
    
    878June 28, 2012
    
    
    504June 27, 2013
    
    
    170June 26, 2014
    
    
    3Thereafter
    
    
    $
    2,654
 Litigation
  52




---



##### 



NOTE 7  STOCKHOLDERS EQUITY
  NOTE 8  STOCK-BASED COMPENSATION PLANS
   53




---



##### 



June 25,
    
    June 26,
    
    June 28,2009
    
    2008
    
    2007Average risk-free interest rate
    
    
    2.5
    %
    
    
    3.7
    %
    
    
    4.6
    %Expected dividend yield
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Expected volatility
    
    
    52.8
    %
    
    
    54.3
    %
    
    
    54.0
    %Expected life (years)
    
    
    6.3
    
    
    
    6.3
    
    
    
    5.8
   WeightedAverageExerciseShares
    
    PriceOutstanding 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
    
    
    $
    13.00Activity: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
    
    
    $
    11.97Exercisable at June 25, 2009
    
    
    279,065
    
    
    $
    12.74Exercisable at June 26, 2008
    
    
    238,690
    
    
    $
    12.72Exercisable at June 28, 2007
    
    
    199,690
    
    
    $
    11.60
  54




---



##### 



Option Price Per Share Range$3.44 - $11.89
    
    $15.14 - $32.30Number of options
    
    
    230,315
    
    
    
    151,625Weighted-average exercise price
    
    $
    7.94
    
    
    $
    18.11Weighted-average remaining life (years)
    
    
    5.6
    
    
    
    4.0Number of options exercisable
    
    
    139,440
    
    
    
    139,625Weighted average exercise price for exercisable options
    
    $
    7.43
    
    
    $
    18.04
 NOTE 9  EMPLOYEE BENEFIT PLANS
   NOTE 10  RETIREMENT PLAN
  55




---



##### 



June 25,
    
    
    June 26,2009
    
    
    2008Change in projected
benefit obligationBenefit obligation
at beginning of year
or plan inception
    
    $
    9,043
    
    
    $
    9,289Service cost
    
    
    138
    
    
    
    138Interest cost
    
    
    562
    
    
    
    575Actuarial gain
    
    
    (128
    )
    
    
    (729
    )Benefits paid
    
    
    (866
    )
    
    
    (230
    )Projected benefit
obligation at end
of year
    
    $
    8,749
    
    
    $
    9,043
  June 25,
    
    
    June 26,2009
    
    
    2008
    
    
    June 28, 2007Actuarial GainChange in bonus expectation
    
    $
    91
    
    
    $
    
    
    
    $
    (453
    )Change in discount rate
    
    
    (399
    )
    
    
    (267
    )
    
    
    182Adjustment to projected
retiree benefit
    
    
    
    
    
    
    (310
    )
    
    
    (914
    )Other
    
    
    180
    
    
    
    (152
    )
    
    
    (345
    )Actuarial gain
    
    $
    (128
    )
    
    $
    (729
    )
    
    $
    (1,530
    )
  June 25,
    
    
    June 26,2009
    
    
    2008
    
    
    June 28, 2007Service cost
    
    $
    138
    
    
    $
    138
    
    
    $
    262Interest cost
    
    
    562
    
    
    
    575
    
    
    
    653Recognized gain amortization
    
    
    (324
    )
    
    
    (359
    )
    
    
    (306
    )Prior service cost amortization
    
    
    957
    
    
    
    957
    
    
    
    957Net periodic pension cost
    
    $
    1,333
    
    
    $
    1,311
    
    
    $
    1,566
  56




---



##### 



June 25,
    
    June 26,2009
    
    2008
    
    June 28, 2007Discount rate
    
    
    6.90
    %
    
    
    6.52
    %
    
    
    6.27
    %Rate of compensation increases
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %Bonus payment
    
    60% - 70% of base, paid 3 of 5 years
    
    60% of base, paid 3 of 5 years
    
    60% of base, paid 3 of 5 years
  June 25,
    
    June 26,2009
    
    2008
    
    June 28, 2007Discount rate
    
    
    6.52
    %
    
    
    6.27
    %
    
    
    6.44
    %Rate of compensation increases
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %Bonus payment
    
    60% of base, paid 3 of 5 years
    
    60% of base, paid 3 of 5 years
    
    60% of base, paid annually
   Fiscal year2010
    
    $
    6542011
    
    
    6522012
    
    
    6492013
    
    
    6442014
    
    
    6362015  2019
    
    
    2,945
  June 25,
    
    
    June 26,2009
    
    
    2008Net gain
    
    $
    6,852
    
    
    $
    7,048Prior service cost
    
    
    (11,006
    )
    
    
    (11,962
    )Tax effect
    
    
    1,454
    
    
    
    1,720Net amount recognized
    
    $
    (2,700
    )
    
    $
    (3,194
    )
  57




---



##### 



NOTE 11  TRANSACTIONS WITH RELATED PARTIES
    NOTE 12  DISTRIBUTION CHANNEL AND PRODUCT TYPE SALES MIX
   Distribution Channel
    
    June 25, 2009
    
    
    June 26, 2008
    
    
    June 28, 2007Consumer
    
    $
    317,097
    
    
    $
    294,021
    
    
    $
    276,890Industrial
    
    
    79,147
    
    
    
    92,792
    
    
    
    111,998Food Service
    
    
    64,657
    
    
    
    68,132
    
    
    
    61,763Contract Packaging
    
    
    55,753
    
    
    
    47,441
    
    
    
    45,003Export
    
    
    37,192
    
    
    
    39,385
    
    
    
    45,204Total
    
    $
    553,846
    
    
    $
    541,771
    
    
    $
    540,858
  Product Type
    
    June 25, 2009
    
    June 26, 2008
    
    June 28, 2007Peanuts
    
    
    21.8
    %
    
    
    20.1
    %
    
    
    20.0
    %Pecans
    
    
    19.2
    
    
    
    22.6
    
    
    
    22.3Cashews & Mixed Nuts
    
    
    22.5
    
    
    
    20.8
    
    
    
    21.1Walnuts
    
    
    13.3
    
    
    
    14.7
    
    
    
    13.7Almonds
    
    
    11.3
    
    
    
    11.9
    
    
    
    13.3Other
    
    
    11.9
    
    
    
    9.9
    
    
    
    9.6Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
 58




---



##### 



NOTE 13  VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
  Balance atBeginning
    
    
    
    
    
    
    
    
    
    
    Balance atDescription
    
    of Period
    
    
    Additions
    
    
    Deductions
    
    
    End of PeriodJune 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
    )
    
    $
    5,255June 28, 2007Income tax valuation allowance
    
    $
    500
    
    
    $
    862
    
    
    $
    
    
    
    $
    1,362Allowance 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
    
    
    $
    13,116
    
    
    $
    (12,861
    )
    
    $
    4,521
 NOTE 14  INTEREST COST
  June 25, 2009
    
    
    June 26, 2008
    
    
    June 28, 2007Gross interest cost
    
    $
    7,646
    
    
    $
    10,502
    
    
    $
    10,248Capitalized interest
    
    
    
    
    
    
    
    
    
    
    (901
    )Interest expense
    
    $
    7,646
    
    
    $
    10,502
    
    
    $
    9,347
 NOTE 15  RESTRUCTURING AND RELATED CHARGES
  Sales Profitability Review
  59




---



##### 



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
  June 26,Category
    
    2008Multiemployer pension withdrawal
    
    $
    1,200Lease termination
    
    
    87Total
    
    $
    1,287
  60




---



##### 



NOTE 16  PRODUCT RECALL
    NOTE 17  SUPPLEMENTARY QUARTERLY DATA (Unaudited)
  First
    
    Second
    
    Third
    
    FourthQuarter
    
    Quarter
    
    Quarter
    
    QuarterYear 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
    )
    
    $
    0.37Year Ended June 26, 2008:Net sales
    
    $
    132,808
    
    
    $
    176,990
    
    
    $
    106,716
    
    
    $
    125,257Gross profit
    
    
    11,800
    
    
    
    23,337
    
    
    
    12,838
    
    
    
    18,258(Loss) income from
operations
    
    
    (1,095
    )
    
    
    6,666
    
    
    
    130
    
    
    
    4,970Net (loss) income
    
    
    (3,389
    )
    
    
    3,517
    
    
    
    (8,750
    )
    
    
    2,665Basic and diluted
(loss) earnings per
common share
    
    $
    (0.32
    )
    
    $
    0.33
    
    
    $
    (0.82
    )
    
    $
    0.25
   61




---



##### 



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
  62




---



##### 



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
  63




---



##### 



PART IV
 Item 15   Exhibits and Financial Statement Schedules
 (a) (1) Financial Statements
 
  
 Report of Independent Registered Public Accounting Firm
    
    
    35Consolidated Statements of Operations for the Year Ended June 25, 2009, the Year Ended June 26,
2008 and the Year Ended June 28, 2007
    
    
    38Consolidated Balance Sheets as of June 25, 2009 and June 26, 2008
    
    
    36Consolidated Statements of Stockholders Equity for the Year Ended June 25, 2009, the Year Ended
June 26, 2008 and the Year Ended June 28, 2007
    
    
    39Consolidated Statements of Cash Flows for the Year Ended June 25, 2009, the Year Ended June 26,
2008 and the Year Ended June 28, 2007
    
    
    40Notes to Consolidated Financial Statements
    
    
    41
  (2) Financial Statement Schedules
  (3) Exhibits
  (b) Exhibits
  (c) Financial Statement Schedules
  64




---



##### 



SIGNATURES
  JOHN B. SANFILIPPO & SON, INC.Date: August 27, 2009
    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 27, 2009/s/ Michael J. Valentine

Michael J. Valentine
    
    Chief Financial Officer and Group President
and Director
(Principal Financial Officer)
    
    August 27, 2009/s/ Herbert J. Marros

Herbert J. Marros
    
    Director of Financial Reporting and Taxation
(Principal Accounting Officer)
    
    August 27, 2009/s/ Jasper B. Sanfilippo
    
    Director
    
    August 27, 2009Jasper B. Sanfilippo/s/ Mathias A. Valentine
    
    Director
    
    August 27, 2009Mathias A. Valentine/s/ Jim Edgar
    
    Director
    
    August 27, 2009Jim Edgar/s/ Timothy R. Donovan
    
    Director
    
    August 27, 2009Timothy R. Donovan/s/ Jasper B. Sanfilippo, Jr.
    
    Director
    
    August 27, 2009Jasper B. Sanfilippo, Jr./s/ Daniel M. Wright
    
    Director
    
    August 27, 2009Daniel M. Wright
 65




---



##### 



JOHN B. SANFILIPPO & SON, INC.
 
 ExhibitNumber
    
    Description1-2
    
    Not applicable3.1
    
    Restated Certificate of Incorporation of Registrant(19)3.2
    
    Amended and Restated Bylaws of Registrant(18)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(15)*10.13
    
    Form of Option Grant Agreement under 1998 Equity Incentive Plan(9)
 66




---



##### 



ExhibitNumber
    
    Description10.14
    
    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(10)10.15
    
    Assignment and Assumption Agreement, dated March 28, 2006, by and between JBSS Properties,
LLC and the City of Elgin, Illinois(11)10.16
    
    Agreement of Purchase and Sale between the Company and Prologis(12)10.17
    
    Lease Agreement between the Company, as Tenant, and Palmtree Acquisition Corporation, as
Landlord for property at 3001 Malmo Drive, Arlington Heights, Illinois(13)10.18
    
    Lease Agreement between the Company, as Tenant, and Palmtree Acquisition Corporation, as
Landlord for property at 1851 Arthur Avenue, Elk Grove Village, Illinois(13)10.19
    
    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(14)10.20
    
    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(14)*10.21
    
    Sanfilippo Value Added Plan, dated October 24, 2007(16)10.22
    
    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(17)10.23
    
    Security Agreement, dated as of February 7, 2008, by the Company in favor of WFF, as
administrative agent for the lenders(17)10.24
    
    Loan Agreement, dated as of February 7, 2008, by and between the Company and Transamerica
Financial Life Insurance Company (TFLIC)(17)10.25
    
    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(17)10.26
    
    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(17)10.27
    
    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(17)10.28
    
    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(17)10.29
    
    Promissory Note (Tranche A), dated February 7, 2008, in the principal amount of $36.0
million executed by the Company in favor of TFLIC(17)10.30
    
    Promissory Note (Tranche B) dated February 7, 2008, in the principal amount of $9.0
million executed by the Company in favor of TFLIC(17)*10.31
    
    First Amendment to the Registrants 2008 Equity Incentive Plan(20)*10.32
    
    The Registrants 2008 Equity Incentive Plan, as amended(20)*10.33
    
    The Registrants Employee Restricted Stock Unit Award Agreement(21)
 67




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##### 



ExhibitNumber
    
    Description*10.34
    
    The Registrants Non-Employee Director Restricted Stock Unit Award Agreement(21)*10.35
    
    Form of Indemnification Agreement(22)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 herewith32.1
    
    Certification of Jeffrey T. Sanfilippo pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith32.2
    
    Certification of Michael J. Valentine pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith33-100
    
    Not applicable
 
 (1)
    
    Incorporated by reference to the Registrants Registration Statement on Form S-1,
Registration No. 33-43353, as filed with the Commission on October 15, 1991 (Commission File
No. 0-19681).(2)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for the
fiscal year ended December 31, 1991 (Commission File No. 0-19681).(3)
    
    Incorporated by reference to the Registrants Registration Statement on Form S-1
(Amendment No. 3), Registration No. 33-43353, as filed with the Commission on November 25,
1991 (Commission File No. 0-19681).(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 Quarterly Report on Form 10-Q for the
second quarter ended December 29, 2005 (Commission File No. 0-19681). 68




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##### 



(11)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated March
28, 2006 (Commission File No. 0-19681).(12)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated May 11,
2006 (Commission File No. 0-19681).(13)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated July
14, 2006 (Commission File No. 0-19681).(14)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated
September 20, 2006 (Commission File No. 0-19681).(15)
    
    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).(16)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated October
24, 2007 (Commission File No. 0-19681).(17)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated
February 7, 2008 (Commission File No. 0-19681).(18)
    
    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).(19)
    
    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).(20)
    
    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).(21)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated November 13,
2008 (Commission File No. 0-19681).(22)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated April 29, 2009
(Commission File No. 0-19681).*
    
    Indicates a management contract or compensatory plan or arrangement required to
be filed as an exhibit to this Form 10-K pursuant to Item 14(c). 69