SANFILIPPO JOHN B & SON INC - 10-Q Quarterly Report

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------

FORM 10-Q
(Mark One)

[ X ] Quarterly Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the quarterly period ended March 24, 2005

[ ] 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.
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)

Delaware 36-2419677
--------------------------------- ----------------------
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)

2299 Busse Road
Elk Grove Village, Illinois 60007
----------------------------------------
(Address of Principal Executive Offices)

(Registrant's telephone number, including area code)
----------------------------------------------------
(847) 593-2300

Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.

Yes X No
------- -------

Indicate by check mark whether the registrant is an accelerated
filer (as defined in Exchange Act Rule 12b-2). Yes [ X ] No [ ].

As of May 2, 2005, 7,981,949 shares of the Registrant's Common Stock,
$0.01 par value per share, excluding 117,900 treasury shares, and
2,597,426 shares of the Registrant's Class A Common Stock, $0.01 par value
per share, were outstanding.

JOHN B. SANFILIPPO & SON, INC.
------------------------------
INDEX TO FORM 10-Q
------------------

PART I. FINANCIAL INFORMATION PAGE NO.
- ------------------------------ --------

Item 1 -- Consolidated Financial Statements (Unaudited):

Consolidated Statements of Operations for the quarters and
thirty-nine weeks ended March 24, 2005 and March 25, 2004 3

Consolidated Balance Sheets as of March 24, 2005
and June 24, 2004 4

Consolidated Statements of Cash Flows for the thirty-nine
weeks ended March 24, 2005 and March 25, 2004 5

Notes to Consolidated Financial Statements 6

Item 2 -- Management's Discussion and Analysis of
Financial Condition and Results of Operations 10

Item 3 -- Quantitative and Qualitative Disclosures About
Market Risk 24

Item 4 -- Controls and Procedures 24

PART II. OTHER INFORMATION
- ---------------------------
Item 6 -- Exhibits and Reports on Form 8-K 25

SIGNATURE 26
- ---------

EXHIBIT INDEX 27
- -------------

FORWARD-LOOKING STATEMENTS
- --------------------------

This document contains certain forward-looking statements that
represent the Company's present expectations or beliefs concerning future
events. The Company cautions that such statements are qualified by
important factors. See Item 2 -- Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Forward Looking
Statements and Factors That May Affect Future Results.

2

PART I. FINANCIAL INFORMATION

JOHN B. SANFILIPPO & SON, INC.
------------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
(Unaudited)
(Dollars in thousands, except earnings per share)

For the Quarter Ended For the Thirty-nine Weeks Ended
------------------------------- -------------------------------
March 24, 2005 March 25, 2004 March 24, 2005 March 25, 2004
-------------- -------------- -------------- --------------

Net sales $119,979 $100,162 $437,648 $396,316
Cost of sales 104,043 85,688 379,796 323,505
-------- -------- -------- --------
Gross profit 15,936 14,474 57,852 72,811
-------- -------- -------- --------
Operating expenses:
Selling expenses 8,554 8,474 29,310 28,395
Administrative expenses 3,011 2,615 9,024 10,547
-------- -------- -------- --------
Total operating expenses 11,565 11,089 38,334 38,942
-------- -------- -------- --------
Income from operations 4,371 3,385 19,518 33,869
-------- -------- -------- --------
Other income (expense):
Interest expense ($172,
$192, $532 and $588 to
related parties) (1,261) (953) (1,988) (2,803)
Rental and miscellaneous
income 252 119 548 356
-------- -------- -------- --------
Total other expense, net (1,009) (834) (1,440) (2,447)
-------- -------- -------- --------
Income before income taxes 3,362 2,551 18,078 31,422
Income tax expense 1,311 995 7,050 12,255
-------- -------- -------- --------
Net income $ 2,051 $ 1,556 $ 11,028 $ 19,167
======== ======== ======== ========
Basic earnings per
common share $ 0.19 $ 0.17 $ 1.04 $ 2.05
======== ======== ======== ========
Diluted earnings per
common share $ 0.19 $ 0.16 $ 1.03 $ 2.01
======== ======== ======== ========

The accompanying notes are an integral part of these consolidated
financial statements.

3

JOHN B. SANFILIPPO & SON, INC.
------------------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
(Dollars in thousands)

(Unaudited)
March 24, 2005 June 24, 2004
-------------- -------------
ASSETS
- ------
CURRENT ASSETS:
Cash and cash equivalents $ 2,609 $ 2,085
Accounts receivable, less allowances
of $3,213 and $1,977, respectively 34,905 33,735
Inventories 244,613 127,459
Income taxes receivable -- 943
Deferred income taxes 1,381 1,301
Prepaid expenses and other current assets 1,617 2,103
-------- --------
TOTAL CURRENT ASSETS 285,125 167,626
-------- --------
PROPERTY, PLANT AND EQUIPMENT:
Land 1,863 1,863
Buildings 66,193 65,747
Machinery and equipment 103,226 97,137
Furniture and leasehold improvements 5,437 5,435
Vehicles 3,070 3,013
Construction in progress 2,689 209
-------- --------
182,478 173,404
Less: Accumulated depreciation 110,625 104,250
-------- --------
TOTAL PROPERTY, PLANT AND EQUIPMENT 71,853 69,154
-------- --------
Other assets 10,658 4,396
Goodwill 1,242 1,242
Brand name 2,381 2,701
-------- --------
TOTAL ASSETS $371,259 $245,119
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
Notes payable $ 33,348 $ 5,269
Current maturities of long-term debt 1,077 1,277
Accounts payable ($492 and $502 to
related parties) 35,602 16,388
Book overdraft 12,831 7,926
Accrued payroll and related benefits 5,430 9,474
Other accrued expenses 4,568 4,438
Income taxes payable 1,562 --
-------- --------
TOTAL CURRENT LIABILITIES 94,418 44,772
-------- --------
LONG-TERM LIABILITIES:
Long-term debt, less current maturities 77,019 12,620
Deferred income taxes 7,124 6,367
-------- --------
TOTAL LONG-TERM LIABILITIES 84,143 18,987
-------- --------
STOCKHOLDERS' EQUITY:
Class A Common Stock, convertible to Common
Stock on a per share basis, cumulative
voting rights of ten votes per share,
$.01 par value; 10,000,000 shares
authorized, 2,597,426 shares issued
and outstanding 26 26
Common Stock, non-cumulative voting rights
of one vote per share, $.01 par value;
17,000,000,and 10,000,000 shares
authorized, 8,099,849 and 8,079,224 shares
issued and outstanding 81 81
Capital in excess of par value 99,158 98,848
Retained earnings 94,637 83,609
Treasury stock, at cost; 117,900 shares (1,204) (1,204)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 192,698 181,360
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $371,259 $245,119
======== ========

The accompanying notes are an integral part of these consolidated
financial statements.

4

JOHN B. SANFILIPPO & SON, INC.
------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(Unaudited)
(Dollars in thousands)

For the Thirty-nine Weeks Ended
-------------------------------
March 24, 2005 March 25, 2004
-------------- --------------

Cash flows from operating activities:
Net income $ 11,028 $ 19,167
Adjustments:
Depreciation and amortization 8,340 8,367
(Gain) loss on disposition
of properties (18) 24
Deferred income taxes 677 215
Tax benefit of option exercises 116 838
Change in current assets and
current liabilities:
Accounts receivable, net (1,170) (2,683)
Inventories (117,154) (40,152)
Prepaid expenses and other
current assets 486 (95)
Accounts payable 19,214 10,847
Accrued expenses (3,914) 1,034
Income taxes receivable/payable 2,505 799
Other (2,443) (1,184)
--------- --------
Net cash used in operating activities (82,333) (2,823)
--------- --------
Cash flows from investing activities:
Purchases of plant, property
and equipment (6,890) (4,971)
Facility expansion costs (8,210) (3,515)
Proceeds from disposition of properties 122 1
--------- --------
Net cash used in investing activities (14,978) (8,485)
--------- --------
Cash flows from financing activities:
Net borrowings on notes payable 28,079 16,213
Issuance of long-term debt 65,000 --
Debt issuance costs 458 --
Principal payments on long-term debt (801) (9,722)
Book overdraft 4,905 3,577
Issuance of Common Stock under
option plans 194 476
--------- --------
Net cash provided by financing activities 97,835 10,544
--------- --------
Net increase (decrease) in cash and
cash equivalents 524 (764)
Cash and cash equivalents:
Beginning of period 2,085 2,448
--------- --------
End of period $ 2,609 $ 1,684
========= ========

The accompanying notes are an integral part of these consolidated
financial statements.

5

JOHN B. SANFILIPPO & SON, INC.
------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(Unaudited)
(Dollars in thousands)

Note 1 -- Basis of Presentation
- -------------------------------

The consolidated financial statements include the accounts of John B.
Sanfilippo & Son, Inc. and its previously wholly-owned subsidiary, JBS
International, Inc., which was dissolved in November, 2004
(collectively, the "Company"). Certain prior year's amounts have been
reclassified to conform to the current year's presentation. The
Company's fiscal year ends on the last Thursday of June each year, and
typically consists of fifty-two weeks (four thirteen week quarters), but
the current fiscal year ending June 30, 2005 will consist of fifty-three
weeks, with the fourth quarter containing fourteen weeks.

The unaudited financial statements included herein have been prepared
by the Company. In the opinion of the Company's management, these
statements present fairly the consolidated statements of operations,
consolidated balance sheets and consolidated statements of cash flows,
and reflect all adjustments, consisting only of normal recurring
adjustments which, in the opinion of management, are necessary for the
fair presentation of the results of the interim periods. The interim
results of operations are not necessarily indicative of the results to
be expected for a full year. The data presented on the balance sheet
for the fiscal year ended June 24, 2004 were derived from audited
financial statements. It is suggested that these financial statements
be read in conjunction with the financial statements and notes thereto
included in the Company's 2004 Annual Report filed on Form 10-K for
the year ended June 24, 2004.

Note 2 -- Inventories
- ---------------------

Inventories are stated at the lower of cost (first in, first out) or
market. Inventories consist of the following:

March 24, June 24,
2005 2004
--------- --------
Raw material and supplies $137,912 $ 62,256
Work-in-process and finished goods 106,701 65,203
-------- --------
$244,613 $127,459
======== ========

Note 3 -- Earnings Per Common Share
- -----------------------------------

Earnings per common share is calculated using the weighted average
number of shares of Common Stock and Class A Common Stock outstanding
during the period. The following tables present the reconciliation of
the weighted average shares outstanding used in computing earnings per
share:

6

Quarter Ended Thirty-nine Weeks Ended
------------------------------ ------------------------------
March 24, 2005 March 25, 2004 March 24, 2005 March 25, 2004
-------------- -------------- -------------- --------------

Weighted average shares
outstanding - basic 10,571,412 9,396,394 10,564,369 9,362,123
Effect of dilutive securities:
Stock options 161,929 210,367 156,315 196,671
---------- --------- ---------- ---------
Weighted average shares
outstanding - diluted 10,733,341 9,606,761 10,720,684 9,558,794
========== ========= ========== =========

Excluded from the computation of diluted earnings per share were
options with exercise prices greater than the average market price of
the Common Stock, totaling 3,000 for the quarter ended March 24, 2005.
These options had a weighted average exercise price of $32.30.
Excluded from the computation of diluted earnings per share were
options with exercise prices greater than the average market price of
the Common Stock, totaling 3,000 and 8,714 for the thirty-nine weeks
ended March 24, 2005 and March 25, 2004, respectively. These options
had weighted average exercise prices of $32.30 and $16.48,
respectively.

Note 4 -- Stock Option Plans
- ----------------------------

The Company accounts for stock-based compensation in accordance with
the provisions of Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations
using the intrinsic value method, which has resulted in no compensation
cost for options granted. The Company has adopted the disclosure only
provisions of Statement of Financial Accounting Standards No. 123
("SFAS 123") with respect to options granted to employees.

The Company's reported net income and earnings per share would have
changed to the pro forma amounts shown below if compensation cost had
been determined based on the fair value at the grant dates in
accordance with SFAS Nos. 123 and 148, "Accounting for Stock-Based
Compensation".

Quarter Ended Thirty-nine Weeks Ended
------------------------------- -------------------------------
March 24, 2005 March 25, 2004 March 24, 2005 March 25, 2004
-------------- -------------- -------------- --------------

Reported net income $2,051 $1,556 $11,028 $19,167
Less: Compensation cost
determined under the fair
value method 101 63 251 188
------ ------ ------- -------
Pro forma net income $1,950 $1,493 $10,777 $18,979
====== ====== ======= =======
Basic earnings per common share:
As reported $0.19 $0.17 $1.04 $2.05
Pro forma $0.18 $0.16 $1.02 $2.03
Diluted earnings per common share:
As reported $0.19 $0.16 $1.03 $2.01
Pro forma $0.18 $0.16 $1.01 $1.99

7

Note 5 -- Distribution Channel and Product Type Sales Mix
- ---------------------------------------------------------

The Company operates in a single reportable segment through which it
sells various nut products through multiple distribution channels.

The following summarizes net sales by distribution channel:

Quarter Ended Thirty-nine Weeks Ended
------------------------------ ------------------------------
Distribution Channel March 24, 2005 March 25, 2004 March 24, 2005 March 25, 2004
- -------------------- -------------- -------------- -------------- --------------

Consumer $ 56,496 $ 48,485 $230,152 $227,187
Industrial 27,802 24,397 96,564 82,479
Food Service 14,264 11,469 43,358 34,203
Contract Packaging 10,910 8,148 32,525 23,015
Export 10,507 7,663 35,049 29,432
-------- -------- -------- --------
Total $119,979 $100,162 $437,648 $396,316
======== ======== ======== ========

The following summarizes sales by product type as a percentage of
total gross sales. The information is based on gross sales, rather
than net sales, because certain adjustments, such as promotional
discounts, are not allocable to product type.

Quarter Ended Thirty-nine Weeks Ended
------------------------------ ------------------------------
Product Type March 24, 2005 March 25, 2004 March 24, 2005 March 25, 2004
- ------------ -------------- -------------- -------------- --------------
Peanuts 26.1% 28.0% 22.3% 25.1%
Pecans 20.9 17.3 24.3 20.9
Cashews &
Mixed Nuts 20.4 21.2 22.7 22.4
Walnuts 8.3 8.2 9.7 10.4
Almonds 16.3 15.6 12.5 11.7
Other 8.0 9.7 8.5 9.5
----- ----- ----- -----
Total 100.0% 100.0% 100.0% 100.0%
===== ===== ===== =====

Note 6 -- Comprehensive Income
- ------------------------------

The Company accounts for comprehensive income in accordance with SFAS
130, "Reporting Comprehensive Income". The Company currently has no
components of comprehensive income that are required to be disclosed
separately. Consequently, comprehensive income equals net income for
all periods presented.

Note 7 -- Long-term Debt
- ------------------------
On December 16, 2004, the Company entered into a note purchase agreement
with various insurance companies (the "Purchasers"), whereby the
Purchasers purchased $65 million of the Company's senior unsecured notes
(the "Notes"). The Notes have a maturity of 10 years, bear interest at a
fixed interest rate of 4.67% per annum and are required to be repaid in
equal semi-annual principal payments of $3.6 million on each June 1 and
December 1 commencing on June 1, 2006. The proceeds from this financing
were used to reduce the Company's outstanding obligations under the Bank
Credit Facility in order to fund the procurement of inventories during
the third quarter of fiscal 2005 and the $48 million purchase of the
Elgin, Illinois site to be used for the Company's facility consolidation
project on April 15, 2005. The terms of the note purchase agreement
include certain restrictive covenants that, among other things, require
the Company to maintain specified financial ratios. These covenants
coincide with those included in the Bank Credit Facility.

8

Note 8 -- Recent Accounting Pronouncements
- ------------------------------------------

In December 2004, the Financial Accounting Standards Board ("FASB")
issued Statement No. 123R, "Share-Based Payment" ("SFAS 123R"), which
requires compensation costs related to share-based payment
transactions to be recognized in the financial statements. With
limited exceptions, the amount of the compensation cost will be
measured based on the grant-date fair value of the equity or liability
instruments issued. In addition, liability awards will be remeasured
each reporting period. Compensation cost will be recognized over the
period that an employee provides service in exchange for the award.
SFAS 123R replaces FASB Statement No. 123, "Accounting for Stock Based
Compensation" and supersedes APB Opinion No. 25, "Accounting for Stock
Issued to Employees." SFAS 123R is effective for the Company's first
quarter of fiscal 2006. The Company is currently evaluating the impact
that the adoption of SFAS 123R will have on its consolidated financial
position, results of operations and cash flows.

In November, 2004, the FASB issued Statement No. 151, "Inventory
Costs"("SFAS 151") an amendment of ARB No. 43, Chapter 4. SFAS 151
clarifies the accounting for abnormal amounts of the idle facility
expense, freight, handling costs and wasted material (spoilage). SFAS
151 is effective for the Company's first quarter of fiscal 2006. The
Company is currently evaluating the impact that the adoption of SFAS
151 will have on its consolidated financial position, results of
operations and cash flows.

Note 9 -- Subsequent Events
- ---------------------------

As referenced in Note 7, the Company completed its $48 million
acquisition of a site in Elgin, Illinois to be used for the Company's
facility consolidation project, whereby all Chicago area facilities will
be combined into a single location. The Company, along with related
party partnerships that own a portion of the Company's Chicago area
facilities, has begun the process of selling these facilities. The
Company intends to lease back from the ultimate purchasers that portion of
the facilities that are necessary to run the Company's business while the
facility consolidation project is completed in Elgin. The Company estimates
that these sale and leaseback transactions will be consummated during the
first quarter of fiscal 2006. Based upon initial bids received, the Company
believes that proceeds received from the sales will exceed the Company's
carrying value of these assets. The Company's Board of Directors has
appointed an independent committee to explore alternatives with respect
to the Company's existing leases for the properties owned by the
related party partnerships. The Company may be required to incur costs
in this regard, however, the amount of any such costs has not been
determined.

9

Item 2 -- Management's Discussion and Analysis of Financial Condition
and Results of Operations
- ----------------------------------------------------------------------

The following discussion and analysis should be read in conjunction
with the Consolidated Financial Statements and the Notes to
Consolidated Financial Statements.

INTRODUCTION
- ------------

The Company is a processor, packager, marketer and distributor of
shelled and inshell nuts. The Company also markets or distributes, and
in most cases manufactures or processes, a diverse product line of
food and snack items, including peanut butter, candy and confections,
natural snacks and trail mixes, sunflower seeds, corn snacks and
sesame products. The Company sells to the consumer market under a
variety of private labels and under the Company's brand names,
primarily Fisher. The Company also sells to the industrial, food
service, contract packaging and export markets.

The sales growth the Company has achieved in recent years has continued
through the fiscal year to date, and in particular in the third quarter.
Net sales increased 19.8% to $120.0 million in the third quarter of
fiscal 2005 from $100.2 million in the third quarter of fiscal 2004 due
mainly to higher average selling prices. Net sales increased 10.4% to
$437.6 million for the first thirty-nine weeks of fiscal 2005 compared
to the same period in the prior fiscal year. Net income rose to $2.1
million versus $1.6 million for the third quarter of fiscal 2004,
driven primarily by the increase in net sales over this period.
However, while sales increased during the first thirty-nine weeks of
fiscal 2005, the Company's net income has declined over this period to
$11.0 million compared to $19.2 million for the prior year period.

The Company faces a number of challenges as it works to continue its
recent growth. For example, as a reult of recent increases in the cost
of most major nut types, the Company must continue working to ensure
that the selling prices for its products are both competitive and lead
to favorable profit margins. In addition, the Company's Chicago area
processing facilities operate at full capacity at certain times during
the year. If the Company experiences growth in unit volume sales, it
could exceed its capacity to meet the demand for its products,
especially prior to the completion of the facility consolidation
project. Throughout the process of the facility consolidation project,
the Company faces potential disruptive effects on its business, such as
cost overruns for the construction of the new facility or business
interruptions that may result from the transfer of production to the new
facility. In addition, the Company will continue to face the ongoing
challenges of its business such as food safety and regulatory issues,
commodity cost pressures, the antitrust investigation of a portion of
the peanut shelling industry and the maintenance and growth of its
customer base. See "Factors That May Affect Future Results."

The fiscal year to date increase in net sales occurred across all
distribution channels, as the Company achieved a 1% increase in consumer
sales, a 27% increase in food service sales, a 17% increase in industrial
sales, a 41% increase in contract packaging sales and a 19% increase in
export sales. Sales in the consumer distribution channel increased by just
1.3%, primarily because the extensive promotional activity for Fisher
peanut products with a major customer in the first half of fiscal 2004
did not recur in the first half of fiscal 2005. Consumer sales also
increased only slightly because the Company elected to forego low margin
business with two other customers that it sold to in the first thirty-
nine weeks of fiscal 2004 due to the customers' unwillingness to accept
higher prices. The overall sales increase in the first thirty-nine weeks
of fiscal 2005 was due to higher average selling prices, driven by
increased costs for most major nut types. Total pounds shipped increased
by 1.5% in the third quarter of fiscal 2005 when compared to the third
quarter of fiscal 2004, and decreased 1.3% in the first thirty-nine
weeks of fiscal 2005 when compared to the first thirty-nine weeks of
fiscal 2004.

The increase in net income in the third quarter of fiscal 2005 to $2.1
million versus $1.6 million in the third quarter of fiscal 2004 is mainly
attributable to higher sales resulting from higher average selling prices
during the third quarter of fiscal 2005 compared to the third quarter of
fiscal 2004.

10

Gross profit margin decreased to 13.3% for the third quarter of fiscal
2005 from 14.5% for the third quarter of fiscal 2004. The decrease in
net income to $11.0 million for the first thirty-nine weeks of fiscal
2005 compared to $19.2 million for the first thirty-nine weeks of
fiscal 2004 was caused primarily by reductions in gross profit margin
to 13.2% for the first thirty-nine weeks of fiscal 2005 compared to
18.4% for the first thirty-nine weeks of fiscal 2004 for reasons
described below.

Almond sales had a negative impact on the Company's profitability
during the first twenty-six weeks of fiscal 2005, particularly during
the first quarter of fiscal 2005. The Company was required to purchase
almonds in the spot market during the first quarter of fiscal 2005 to
fulfill its industrial sales contracts, as its supply of higher quality
and lower cost almonds purchased from growers during the 2003 crop year
was exhausted. Additionally, the final settlement cost to growers for
the 2003 crop year, which was determined during the first quarter of
fiscal 2005, was higher than anticipated. During the second quarter of
fiscal 2005, the Company completed deliveries on the majority of
industrial sales contracts that were priced based on prior crop year
costs. Industrial almond sales during the third quarter of fiscal 2005
were priced in line with expected 2004 crop year costs.

Pecan sales also had a negative impact on the Company's profitability
during the second and third quarters of fiscal 2005 as the cost of
pecans increased dramatically. The unit cost of inshell pecans for the
current crop year has almost doubled from the unit cost for the prior
crop year. The Company had to fulfill remaining industrial sales
contracts during the second quarter of fiscal 2005. Since these
contracts were priced based on costs from the prior crop year, the
Company absorbed negative margins on these sales and recorded a $0.8
million adjustment during the second quarter of fiscal 2005 to
recognize losses on future shipments of outstanding contract balances
at December 23, 2004. The remaining balances on these contracts were
shipped during the third quarter of fiscal 2005, and generated no gross
profit. All new contracts are being priced based on current crop costs.
Pecan sales in the consumer distribution channel also had a negative
effect on the Company's profitability during the second and third
quarters of fiscal 2005 because significant increases in pecan costs
could not be passed on immediately to all customers; however, all price
increases were instituted by January 2005.

The Company's business is seasonal. Demand for peanut and other nut
products is highest during the months of October, November and
December. Peanuts, pecans, walnuts, almonds and cashews, the Company's
principal raw materials, are purchased primarily during the period from
August to February and are processed throughout the year. As a result
of this seasonality, the Company's personnel and working capital
requirements peak during the last four months of the calendar year.
This seasonality also impacts capacity utilization at the Company's
Chicago area facilities, as these facilities are routinely operating at
full capacity for the last four months of the calendar year.

The possibility of continued growth at recent levels, and the
seasonality of the Company's business that has caused full-capacity
utilization rates at the Company's Chicago area facilities, led the
Company to explore additional means of expanding its production capacity
and enhancing its operations efficiency. As a result, the Company will
consolidate its six Chicago area facilities into a single location in
Elgin, Illinois.. Of the six current facilities, two facilities and
approximately 20% of a third facility are owned by the Company. Eighty
percent of the third facility, a the fourth facility, are leased by
the Company from certain partnerships controlled by executive officers
and directors of the Company. The remaining two facilities are leased
by the Company from independent third parties.

This facility consolidation project is anticipated to achieve two
primary objectives. First, the consolidation is intended to generate
cost savings through the elimination of redundant costs and improvements
in manufacturing efficiencies. Second, the new facility is expected to
initially increase production capacity by 25% to 40% and would provide
more square footage than the aggregate space now available in the
Company's existing Chicago area facilities to support future growth in
the Company's business.

11

As an initial step in the facility consolidation project, the Company and
certain related party partnerships entered into a Development Agreement
(the "Development Agreement") with the City of Elgin, Illinois for the
development and purchase of the land where a new facility could be
constructed (the "Original Site"). The Development Agreement is subject
to certain conditions, including but not limited to the completion of
environmental and asbestos remediation procedures, the inclusion of the
property in the Elgin enterprise zone and the establishment of a tax
incremental financing district covering the property. The Company has
paid $4.0 million in connection with the purchase of this land. Total
expenditures at the Original Site were $6.3 million as of March 24, 2005.
This amount is included as Other Assets on the Company's balance sheet
as of March 24, 2005.

Subsequent to entering into the Development Agreement, the Company
became aware of an existing property for sale (the "Current Site")
that is preferable to the site in the Development Agreement. The
Current Site is preferable for a number of reasons, including the
presence of an existing structure. Although this structure will be
expanded and upgraded to meet the Company's needs, the Current Site
allows for an earlier project completion date, provides more certainty
as to the project's total cost and provides more acreage than the site
in the Development Agreement. On April 15, 2005, the Company closed
on the $48.0 million purchase of the Current Site with the final $46.0
million paid using available funds under the Bank Credit Facility. The
Current Site includes both an office building and a warehouse. The
Company is leasing 41.5% of the office building back to the seller for
a three year period, with options for an additional seven years. The
remaining portion of the office building may be leased to third
parties. The 653,302 square foot warehouse is being leased back to the
seller through May 31, 2005, at which time the Company intends to
begin its plans for expanding and modifying the warehouse. 75,000 of
the 653,302 square feet is being leased back to the seller through
September 1, 2005.

The Company intends to continue to develop the Original Site in
conjunction with the Current Site. The Company's total required
investment in the Original Site is estimated to be approximately $8
million, including $6.3 million which has already been paid. The
Company intends to recover its investment in the Original Site from
the subsequent sale of the site. The Company has not yet begun the process
of marketing the site or identifying potential buyers.

In order to finance a portion of the Company's facility consolidation
project and to provide for the Company's general working capital needs,
the Company received $65 million pursuant to a note purchase agreement
(the "Note Agreement") entered into on December 16, 2004 with various
lenders. Under the terms of the Note Agreement, the notes have a
maturity of ten years, bear interest at a fixed 4.67% annual rate and
are required to be repaid in equal semi-annual principal payments of
$3.6 million beginning on June 1, 2006. The proceeds from this
financing were used to reduce the Company's outstanding obligations
under the Bank Credit Facility in order to fund the procurement of
inventories during the third quarter of fiscal 2005 and the $48 million
purchase of the Elgin, Illinois site to be used for the Company's
facility consolidation project, which closed on April 15, 2005.

The Company currently plans to begin its expansion and modification at
the warehouse building at the Current Site in June 2005. It is
anticipated that the project will take three years for the facility to
be fully placed in service. The Company estimates the total cost of the
facility consolidation project to be between $90 and $100 million ($48
million of which was paid to acquire the Current Site), excluding the
cost of developing the Original Site, which would be financed through a
combination of the proceeds received through the Note Agreement,
proceeds from the sale of existing facilities, rental income from lease
arrangements with the seller and potential third parties, available cash
flow from operations and additional borrowings under the Company's Bank
Credit Facility. Although the Company believes the new facility would
be accretive within two years after completing construction, there can
be no assurances as to the timing or the impact on the Company's net
income. See "Factors That May Affect Future Results -- Risks and
Uncertainties Regarding Facility Consolidation Project."

12

The Company, along with related party partnerships that own a portion
of the Company's Chicago area facilities, has begun the process of
selling these facilities. The Company intends tol lease back from the
ultimate purchasers that portion of the facilities that are necessary
to run the Company's business while the facility consolidation project
is completed in Elgin. The Company estimates that these sale and leaseback
transactions will be consummated during the first quarter of fiscal 2006.
Based upon initial bids received, the Company believes that proceeds
received from the sales will exceed the Company's carrying value of these
assets. The Company's Board of Directors has appointed an independent
committee to explore alternatives with respect to the Company's existing
leases for the properties owned by the related party partnerships. The
Company may be required to incur costs in this regard, however, the amount
of any such costs has not been determined.

Total inventories were $244.6 million at March 24, 2005, an increase of
$117.2 million, or 91.9%, over the balance at June 24, 2004, and an
increase of $92.4 million, or 60.8%, over the balance at March 25,
2004. The increase over June 24, 2004 is due primarily to the normal
procurement of nuts in the first and second quarters of the Company's
fiscal year. The increase over March 25, 2004 is due primarily to
greater purchases of almonds in the current crop year compared to the
previous crop year and generally higher costs for all tree nuts,
particularly pecans and almonds. Net accounts receivable were $34.9
million at March 24, 2005, an increase of approximately $1.2 million,
or 3.5%, over the balance at June 24, 2004, and an increase of $3.1
million, or 9.7%, over the balance at March 25, 2004. The increase over
March 25, 2004 is due primarily to higher monthly sales in March 2005
than in March 2004.

The Company's fiscal year ends on the final Thursday of June each year,
and typically consists of fifty-two weeks (four thirteen week
quarters). Fiscal 2005, however, will contain fifty-three weeks, with
the fourth quarter containing fourteen weeks. References herein to
fiscal 2005 are to the fiscal year ending June 30, 2005. References
herein to fiscal 2004 are to the fiscal year ended June 24, 2004. As
used herein, unless the context otherwise indicates, the terms
"Company" and "JBSS" refer collectively to John B. Sanfilippo & Son,
Inc. and its previously wholly-owned subsidiary, JBS International,
Inc., which was dissolved in November 2004.

RESULTS OF OPERATIONS
- ---------------------

Net Sales. Net sales increased to $120.0 million for the third quarter
of fiscal 2005 from $100.2 million for the third quarter of fiscal 2004,
an increase of $19.8 million, or 19.8%. Net sales increased to $437.6
million for the first thirty-nine weeks of fiscal 2005 from
approximately $396.3 million for the first thirty-nine weeks of fiscal
2004, an increase of $41.3 million, or 10.4%. The overall increase in
net sales, for both the quarterly and year-to-date periods, was due
primarily to higher prices related to higher commodity costs, especially
for almonds and pecans. The total pounds shipped increased by 1.5% in
the third quarter of fiscal 2005 when compared to the third quarter of
fiscal 2004, and decreased by 1.3% in the first thirty-nine weeks of
fiscal 2005 when compared to the first thirty-nine weeks of fiscal 2004.

Unit volume sales for the third quarter of fiscal 2005, when compared to
the third quarter of fiscal 2004, increased in all of the Company's
distribution channels with the exception of the industrial distribution
channel. Unit volume sales for the first thirty-nine weeks of fiscal
2005, when compared to the first thirty-nine weeks of fiscal 2004,
decreased in the consumer and industrial distribution channels and
increased in the food service, contract packaging and export
distribution channels. Sales in the consumer distribution channel
increased for the quarterly period due primarily to higher peanut sales
to a major customer. For the year-to-date period, sales in the consumer
distribution channel increased just 1%, due primarily to lower promotional
activity for Fisher peanut products at a major customer during the first
half of fiscal 2005 and lost business with customers that would not
accept price increases. Sales in the food service distribution channel
increased, for both the quarterly and year-to-date periods, due
primarily to higher airline sales, and, to a lesser extent, a general price
increase across all major nut types. Sales in the contract packaging
distribution channel increased significantly for both the quarterly and
year-to-date periods, due primarily to the introduction of new products
and expansion of business with a major customer. Sales in the export

13

distribution channel increased, for both the quarterly and year-to-date
periods, due primarily to higher walnut sales. Sales in the industrial
distribution channel decreased, for both the quarterly and year-to-date
periods, due primarily to lower peanut sales as fiscal 2004 contained
non-recurring significant sales of peanuts to other peanut shellers.

The following table shows a comparison of sales by distribution channel,
and as a percentage of total net sales (dollars in thousands):

Quarter Ended Thirty-nine Weeks Ended
------------------------------ ------------------------------
Distribution Channel March 24, 2005 March 25, 2004 March 24, 2005 March 25, 2004
- -------------------- -------------- -------------- -------------- --------------

Consumer $ 56,496 $ 48,485 $230,152 $227,187
Industrial 27,802 24,397 96,564 82,479
Food Service 14,264 11,469 43,358 34,203
Contract Packaging 10,910 8,148 32,525 23,015
Export 10,507 7,663 35,049 29,432
-------- -------- -------- --------
Total $119,979 $100,162 $437,648 $396,316
======== ======== ======== ========

The following summarizes sales by product type as a percentage of
total gross sales. The information is based on gross sales, rather
than net sales, because certain adjustments, such as promotional
discounts, are not allocable to product type.

Quarter Ended Thirty-nine Weeks Ended
------------------------------ ------------------------------
Product Type March 24, 2005 March 25, 2004 March 24, 2005 March 25, 2004
- ------------ -------------- -------------- -------------- --------------
Peanuts 26.1% 28.0% 22.3% 25.1%
Pecans 20.9 17.3 24.3 20.9
Cashews &
Mixed Nuts 20.4 21.2 22.7 22.4
Walnuts 8.3 8.2 9.7 10.4
Almonds 16.3 15.6 12.5 11.7
Other 8.0 9.7 8.5 9.5
----- ----- ----- -----
Total 100.0% 100.0% 100.0% 100.0%
===== ===== ===== =====

Gross Profit. Gross profit for the third quarter of fiscal 2005
increased 10.1% to $15.9 million from $14.5 million for the third
quarter of fiscal 2004. Gross profit margin decreased, however, to
13.3% for the third quarter of fiscal 2005 from 14.5% for the third
quarter of fiscal 2004. Gross profit for the first thirty-nine weeks of
fiscal 2005 decreased 20.5% to $57.9 million from $72.8 million for the
first thirty-nine weeks of fiscal 2004. Gross profit margin decreased
to 13.2% for the first thirty-nine weeks of fiscal 2005 from 18.4% for
the first thirty-nine weeks of fiscal 2004. The decrease in gross margin
for the quarterly period was due primarily to shipments on remaining
industrial pecan contracts that were priced based on the crop costs for
the prior year. While the Company recorded a reserve of $0.8 million for
these contracts at the end of the second quarter of fiscal 2005, the
ultimate shipments on these contracts generated zero gross profit when
shipped during the third quarter of fiscal 2005. Other contributing
factors to the decline include (i) higher tree nut costs that were not
passed on to customers in the consumer distribution channel until
January 2005; (ii) a reserve of $0.4 million established in the third
quarter of fiscal 2005 for obsolete packaging material; and (iii)
contract packaging sales, which generally carry lower margins than the
Company's overall margins, accounting for a higher percentage of net
sales in the third quarter of fiscal 2005 than in the third quarter of
fiscal 2004. The decrease in gross margin for the thirty-nine week
period was also due to (i) a significant increase in the cost of
almonds purchased in the spot market during the first quarter of
fiscal 2005; (ii) unfavorable almond processing variances generated
from the use of low quality almonds that were required to be purchased
during the first quarter of fiscal 2005 to fulfill customer contracts;
and (iii) a higher than expected final settlement with almond growers
for the 2003 crop. Gross margins were further negatively impacted to
a lesser extent by a lower than expected yield on walnuts shelled

14

during the first quarter of fiscal 2005. Also, the gross margin in
the first quarter of fiscal 2004 benefited from a sizeable gain in
pecan shelling that did not occur in the first quarter of fiscal 2005.

Selling and Administrative Expenses. Selling and administrative
expenses increased to $11.6 million, or 9.6% of net sales, for the third
quarter of fiscal 2005 from $11.1 million, or 11.1% of net sales, for
the third quarter of fiscal 2004. Selling and administrative expenses
decreased to $38.3 million, or 8.8% of net sales, for the first thirty-
nine weeks of fiscal 2005 from $38.9 million, or 9.8% of net sales, for
the first thirty-nine weeks of fiscal 2004. Selling expenses increased
slightly to $8.6 million, or 7.1% of net sales, for the third quarter of
fiscal 2005 from $8.5 million, or 8.5% of net sales, for the third
quarter of fiscal 2004. Selling expenses increased slightly to $29.3
million, or 6.7% of net sales, for the first thirty-nine weeks of fiscal
2005 from $28.4 million, or 7.2% of net sales, for the first thirty-nine
weeks of fiscal 2004. The dollar increase in selling expenses, for both
the quarterly and year-to-date periods, was due primarily to higher
distribution expenses which were partially offset by lower incentive
compensation costs. Administrative expenses increased to $3.0 million,
or 2.5% of net sales, for the third quarter of fiscal 2005 from $2.6
million, or 2.6% of net sales, for the third quarter of fiscal 2004.
This quarterly increase was due mainly to (i) higher professional fees
related to corporate governance and (ii) higher bank fees related to the
increase in available funds under the Company's bank credit facility
along with higher fee rates under the facility due to the Company's
higher debt level. Administrative expenses decreased to $9.0 million, or
2.1% of net sales, for the first thirty-nine weeks of fiscal 2005 from
$10.5 million, or 2.7% of net sales, for the first thirty-nine weeks of
fiscal 2004. This decrease was due primarily to lower employee incentive
compensation expense attributable to lower operating results

Income from Operations. Due to the factors discussed above, income from
operations increased to $4.4 million, or 3.6% of net sales, for the
third quarter of fiscal 2005, from approximately $3.4 million, or 3.4%
of net sales, for the third quarter of fiscal 2004. Income from
operations decreased to $19.5 million, or 4.5% of net sales, for the
first thirty-nine weeks of fiscal 2005, from approximately $33.9
million, or 8.5% of net sales, for the first thirty-nine weeks of fiscal
2004.

Interest Expense. Interest expense increased to $1.3 million for the
third quarter of fiscal 2005 from $1.0 million for the third quarter of
fiscal 2004. This increase was due primarily to the Company's issuance
on December 16, 2004, of $65.0 million of ten year notes bearing
interest at a fixed rate of 4.67% under the Note Agreement to fund a
portion of the Company's facility consolidation project and for general
working capital purposes. Interest expense decreased to $2.0 million for
the first thirty-nine weeks of fiscal 2005 from $2.8 million for the first
thirty-nine weeks of fiscal 2004. The decrease in interest expense for the
year-to-date period was due primarily to lower average debt levels
attributable to debt prepaid with proceeds from the Company's stock
offering which was completed in the fourth quarter of fiscal 2004.

Income Taxes. Income tax expense was $1.3 million, or 39.0% of income
before income taxes for the third quarter of fiscal 2005 compared to
$1.0 million, or 39.0% of income before income taxes, for the third
quarter of fiscal 2004. Income tax expense was $7.1 million, or 39.0% of
income before income taxes for the first thirty-nine weeks of fiscal
2005 compared to $12.3 million, or 39.0% of income before income taxes,
for the first thirty-nine weeks of fiscal 2004.

Net Income. Net income was $2.1 million, or $0.19 basic and diluted per
common share, for the third quarter of fiscal 2005, compared to $1.6
million, or $0.17 basic per common share ($0.16 diluted), for the third
quarter of fiscal 2004. Net income was $11.0 million, or $1.04 basic per
common share ($1.03 diluted), for the first thirty-nine weeks of fiscal
2005, compared to $19.2 million, or $2.05 basic per common share ($2.01
diluted), for the first thirty-nine weeks of fiscal 2004

15

LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

General
- -------

The primary uses of cash are to fund the Company's current
operations, fund the Company's facility consolidation project, fulfill
contractual obligations and repay indebtedness. Also, various
uncertainties could result in additional uses of cash, such as those
pertaining to the antitrust investigation of a portion of the peanut
shelling industry or other litigation.

Cash flows from operating activities have historically been driven by
income from operations but are also influenced by inventory balances,
which can change based upon fluctuations in both quantities and market
prices of the various nuts the Company sells. Current market trends in
nut prices and crop estimates also impact nut procurement.

Net cash used in operating activities was $82.3 million for the first
thirty-nine weeks of fiscal 2005 compared to $2.8 million for the first
thirty-nine weeks of fiscal 2004. The increase in cash used in
operating activities was due primarily to increased inventory levels due
primarily to (i) a 91.9% increase in the weighted average unit cost to
acquire inshell pecans due to a small domestic crop size for the 2004
crop year and increased demand for pecans; (ii) a 49.5% increase in the
weighted average unit cost to acquire almonds due to increased demand
for almonds; and (iii) a 49.5% increase in the number of pounds of
almonds purchased. The Company expects to generate positive cash flows
from operating activities for the fourth quarter of fiscal 2005 as the
procurement of nuts for the 2004 crop year has completed. The Company
expects that cash flows from operating activities and available funds
under the Bank Credit Facility will be sufficient to finance the
Company's operations for the foreseeable future.

The Company received $65.0 of proceeds from the Note Agreement during
the second quarter of fiscal 2005, accounting for a significant
increase in cash provided by financing activities. These proceeds were
used, in part, to fund the procurement of inventories during the third
quarter of fiscal 2005. The Company repaid $0.8 million of long-term
debt during the first thirty-nine weeks of fiscal 2005 compared to
$9.7 million in fiscal 2004. The significant decrease is due to the
Company prepaying outstanding balances on its two major long-term
credit facilities in the fourth quarter of fiscal 2004 with proceeds
from an underwritten public stock offering.

Financing Arrangements
- ----------------------

The Company's bank credit facility (the "Bank Credit Facility")
is comprised of (i) a working capital revolving loan which provides
working capital financing of up to $73.1 million, in the aggregate, and
matures, as amended, on May 31, 2006, and (ii) a $6.9 million letter of
credit (the "IDB Letter of Credit") to secure the industrial development
bonds described below which matures on June 1, 2006. On March 7, 2005,
the bank credit facility was amended, whereby the working capital
revolving loan provides an additional $25.0 million of financing through
June 30, 2005. Borrowings under the working capital revolving loan
accrue interest at a rate (the weighted average of which was 4.83% at
March 24, 2005) determined pursuant to a formula based on the agent
bank's quoted rate and the Eurodollar Interbank rate. As of March 24,
2005 the Company had $61.9 million of available credit under the Bank
Credit Facility. On April 15, 2005, the Company completed its
acquisition of the Current Site with $46.0 million paid at closing with
available funds under the Bank Credit Facility.

The terms of the Bank Credit Facility, as amended, include certain
restrictive covenants that, among other things: (i) require the Company
to maintain specified financial ratios; (ii) limit the Company's annual
capital expenditures; and (iii) require that Jasper B. Sanfilippo (the
Company's Chairman of the Board and Chief Executive Officer) and Mathias
A. Valentine (a director and the Company's President) together with
their respective immediate family members and certain trusts created for
the benefit of their respective sons and daughters, continue to own

16

shares representing the right to elect a majority of the directors of
the Company. In addition, the Bank Credit Facility limits dividends to
the lesser of (a) 25% of net income for the previous fiscal year, or (b)
$5.0 million, and prohibits the Company from redeeming shares of capital
stock. As of March 24, 2005, the Company was in compliance with all
restrictive covenants, as amended, under the Bank Credit Facility.

On December 16, 2004, the Company received $65.0 million from the Note
Agreement to fund a portion of the facility consolidation project and
for general working capital purposes. Under the terms of the Note
Agreement, the notes have a maturity of ten years, bear interest at a
4.67% annual rate and are required to be repaid in equal semi-annual
principal payments of $3.6 million beginning on June 1, 2006. As of
March 24, 2005, the outstanding balance on the Note Agreement was $65.0
million.

The terms of the Note Agreement include certain restrictive covenants
that, among other things, require the Company to maintain specified
financial ratios. These covenants coincide with those included in the
Bank Credit Facility. As of March 24, 2005, the Company was in
compliance with all restrictive covenants under the Note Agreement.

As of March 24, 2005, the Company had approximately $6.5 million in
aggregate principal amount of industrial development bonds outstanding,
which was originally used to finance the acquisition, construction and
equipping of the Company's Bainbridge, Georgia facility. The bonds bear
interest payable semiannually at 4.00% (which was reset on June 1, 2002)
through May 2006. On June 1, 2006, and on each subsequent interest
reset date for the bonds, the Company is required to redeem the bonds at
face value plus any accrued and unpaid interest, unless a bondholder
elects to retain his or her bonds. Any bonds redeemed by the Company at
the demand of a bondholder on the reset date are required to be
remarketed by the underwriter of the bonds on a "best efforts" basis.
Funds for the redemption of bonds on the demand of any bondholder are
required to be obtained from the following sources in the following
order of priority: (i) funds supplied by the Company for redemption;
(ii) proceeds from the remarketing of the bonds; (iii) proceeds from a
drawing under the IDB Letter of Credit; or (iv) in the event funds from
the foregoing sources are insufficient, a mandatory payment by the
Company. Drawings under the IDB Letter of Credit to redeem bonds on the
demand of any bondholder are payable in full by the Company upon demand
of the lenders under the Bank Credit Facility. In addition, the Company
is required to redeem the bonds in varying annual installments, ranging
from approximately $0.3 million in fiscal 2005 to approximately $0.8
million in fiscal 2017. The Company is also required to redeem the bonds
in certain other circumstances; for example, within 180 days after any
determination that interest on the bonds is taxable. The Company has
the option, subject to certain conditions, to redeem the bonds at face
value plus accrued interest, if any.

Capital Expenditures
- --------------------

The Company spent $6.9 million on capital expenditures not related to
facility expansion costs in the first thirty-nine weeks of fiscal 2005
compared to $5.0 million in the first thirty-nine weeks of fiscal 2004.
Facility expansion costs totaled $8.2 million during the first thirty-
nine weeks of fiscal 2005, of which $5.8 million relate to the Original
Site and $2.4 million to the Current Site. Total capital expenditures
for fiscal 2005 are expected to be between $10 million and $12 million,
excluding any amounts for the planned facility consolidation project.

The Company currently plans to begin the facility consolidation
project at the Current Site in June 2005. On April 15, 2005, the
Company paid $46.0 million to close on the Company's acquisition of
the Current Site with available funds under the Bank Credit Facility.
It is anticipated that the project will take three years to be fully
placed in service. The Company estimates the total cost of the
project to be between $90 and $100 million, including the cost of
moving existing operations and investment in new equipment. In
addition, the Company also expects to spend up to an additional $2
million to develop the Original Site, bringing the total investment in
the Original Site to approximately $8 million. The Company intends to

17

recover its investment in the Original Site from the subsequent sale
of the site.

The Company, along with related party partnerships that own a portion
of the Company's Chicago area facilities, has begun the process of
selling these facilities. The Company intends to lease back from the
eventual buyer or buyers of these properties the portion of the
facilities that are necessary to run the Company's business while the
facility consolidation project is completed at the Current Site. The
Company estimates that these sale and leaseback transactions will be
consummated during the first quarter of fiscal 2006. Based upon initial
bids received, the Company believes that proceeds received from the
sales will exceed the Company's carrying value of these assets. The
Company's Board of Directors has appointed an independent committee to
explore alternatives with respect to the Company's existing leases for
the properties owned by the related party partnerships. The Company
may be required to incur costs in this regard, however, the amount of
any such costs has not been determined.

FORWARD LOOKING STATEMENTS
- --------------------------

The statements contained in this filing that are not historical
(including statements concerning the Company's expectations regarding
market risk) are "forward looking statements". These forward looking
statements, which generally are followed (and therefore identified) by a
cross reference to "Factors That May Affect Future Results" or are
identified by the use of forward looking words and phrases such as
"intends", "may", "believes" and "expects", represent the Company's
present expectations or beliefs concerning future events. The Company
cautions that such statements are qualified by important factors,
including the factors described below under "Factors That May Affect
Future Results", that could cause actual results to differ materially
from those in the forward looking statements, as well as the timing and
occurrence (or nonoccurrence) of transactions and events which may be
subject to circumstances beyond the Company's control. Consequently,
results actually achieved may differ materially from the expected
results included in these statements.

FACTORS THAT MAY AFFECT FUTURE RESULTS
- --------------------------------------

(a) Availability of Raw Materials and Market Price Fluctuations
- ---------------------------------------------------------------

The availability and cost of raw materials for the production of the
Company's products, including peanuts, pecans, almonds, walnuts and
other nuts are subject to crop size and yield fluctuations caused by
factors beyond the Company's control, such as weather conditions, plant
diseases and changes in government programs. Additionally, the supply of
edible nuts and other raw materials used in the Company's products could
be reduced upon any determination by the United States Department of
Agriculture ("USDA") or other government agencies that certain
pesticides, herbicides or other chemicals used by growers have left
harmful residues on portions of the crop or that the crop has been
contaminated by aflatoxin or other agents. If worldwide demand for nuts
continues at recent rates, and supply does not expand to meet demand, a
reduction in availability and an increase in the cost of raw materials
would occur. This type of increase was experienced during the last half
of fiscal 2004 and during the first thirty-nine weeks of fiscal 2005 for
most of the Company's major nut types. The Company does not hedge
against changes in commodity prices, and thus, shortages in the supply
of and increases in the prices of nuts and other raw materials used by
the Company in its products (to the extent that cost increases cannot be
passed on to customers) could have an adverse impact on the Company's
profitability. Furthermore, fluctuations in the market prices of nuts
may affect the value of the Company's inventories and profitability. The
Company has significant inventories of nuts that would be adversely
affected by any decrease in the market price of such raw materials. See
"Introduction".

18

(b) Competitive Environment
- ---------------------------

The Company operates in a highly competitive environment. The Company's
principal products compete against food and snack products manufactured
and sold by numerous regional and national companies, some of which are
substantially larger and have greater resources than the Company, such
as Planters and Ralcorp Holdings, Inc. The Company also competes with
other shellers in the industrial market and with regional processors in
the retail and wholesale markets. In order to maintain or increase its
market share, the Company must continue to price its products
competitively, which may lower revenue per unit and cause declines in
gross margin, if the Company is unable to increase unit volumes as well
as reduce its costs.

(c) Dependence Upon Customers
- -----------------------------
The Company is dependent on a few significant customers for a large
portion of its total sales, particularly in the consumer channel.
Sales to the Company's five largest customers represented
approximately 39% of gross sales in fiscal 2004. Wal-Mart alone
accounted for approximately 19% of the Company's net sales for fiscal
2004. The loss of one of the Company's largest customers, or a
material decrease in purchases by one or more of its largest
customers, would result in decreased sales and adversely impact the
Company's income and cash flow. Gross sales to Wal-Mart have decreased
by 1.4% in the first thirty-nine weeks of fiscal 2005 when compared to
the first thirty-nine weeks of fiscal 2004.

(d) Pricing Pressures
- ---------------------

As the retail grocery trade continues to consolidate and the Company's
retail customers grow larger and become more sophisticated, the
Company's retail customers are demanding lower pricing and increased
promotional programs. Further, these customers may begin to place a
greater emphasis on the lowest-cost supplier in making purchasing
decisions, particularly if buying techniques such as reverse internet
auctions increase in popularity. An increased focus on the lowest-cost
supplier could reduce the benefits of some of the Company's
competitive advantages. The Company's sales volume growth could slow,
and it may become necessary to lower the Company's prices and increase
promotional support of the Company's products, any of which would
adversely affect its gross profit margins.

(e) Production Limitations
- --------------------------

The Company has experienced significant sales growth as its customer
demand has increased. If the Company continues to experience
comparable increases in customer demand, particularly prior to the
completion of the Company's facility consolidation project, it may be
unable to fully satisfy its customers' supply needs. If the Company
becomes unable to supply sufficient quantities of products, it may
lose sales and market share to its competitors.

(f) Food Safety and Product Contamination
- -----------------------------------------

The Company could be adversely affected if consumers in the Company's
principal markets lose confidence in the safety of nut products,
particularly with respect to peanut and tree nut allergies.
Individuals with peanut allergies may be at risk of serious illness or
death resulting from the consumption of the Company's nut products,
including consumption of other companies' products containing the
Company's products as an ingredient. Notwithstanding existing food
safety controls, the Company processes peanuts and tree nuts on the
same equipment, and there is no guarantee that the Company's peanut-
free products will not be cross-contaminated by peanuts. Concerns
generated by risks of peanut and tree nut cross-contamination and
other food safety matters may discourage consumers from buying the
Company's products, cause production and delivery disruptions, or
result in product recalls.

19

(g) Product Liability and Product Recalls
- -----------------------------------------

The Company faces risks associated with product liability claims and
product recalls in the event its food safety and quality control
procedures fail and its products cause injury or become adulterated or
misbranded. In addition, the Company does not control the labeling of
other companies' products containing the Company's products as an
ingredient. A product recall of a sufficient quantity, or a
significant product liability judgment against the Company, could
cause the Company's products to be unavailable for a period of time
and could result in a loss of consumer confidence in the Company's
food products. These kinds of events, were they to occur, would have a
material adverse effect on demand for the Company's products and,
consequently, the Company's income and liquidity.

(h) Retention of Key Personnel
- ------------------------------

The Company's future success will be largely dependent on the personal
efforts of its senior operating management team, including Michael J.
Valentine, the Company's Executive Vice President Finance, Chief
Financial Officer and Secretary, Jeffrey T. Sanfilippo, the Company's
Executive Vice President Sales and Marketing, and Jasper B.
Sanfilippo, Jr., the Company's Executive Vice President of Operations,
which has assumed management of the day-to-day operation of the
Company's business over the past two years. In addition, the Company's
success depends on the talents of James M. Barker, Senior Vice
President Sales and Marketing, Everardo Soria, Senior Vice President
Pecan Operations and Procurement, Walter R. Tankersley, Jr., Senior
Vice President Industrial Sales, Charles M. Nicketta, Senior Vice
President of Manufacturing and Arthur L. Timp, Senior Vice President
of Corporate Operations. The Company believes that the expertise and
knowledge of these individuals in the industry, and in their
respective fields, is a critical factor to the Company's continued
growth and success. The Company has not entered into an employment
agreement with any of these individuals, nor does the Company have key
officer insurance coverage policies in effect. The loss of the
services of any of these individuals could have a material adverse
effect on the Company's business and prospects if the Company were
unable to identify a suitable candidate to replace any such
individual. The Company's success is also dependent upon its ability
to attract and retain additional qualified marketing, technical and
other personnel, and there can be no assurance that the Company will
be able to do so.

(i) Risks and Uncertainties Regarding Facility Consolidation Project
- --------------------------------------------------------------------

The facility consolidation project may not result in significant cost
savings or increases in efficiency, or allow the Company to increase
its production capabilities to meet expected increases in customer
demand. Moreover, the Company's expectations with respect to the
financial impact of the facility consolidation project are based on
numerous estimates and assumptions, any or all of which may differ
from actual results. Such differences could substantially reduce the
anticipated benefit of the project.

More specifically, the following risks, among others, may limit the
financial benefits of the facility consolidation project:

-- delays and cost overruns in the construction of and
equipment for the new facility are possible and could offset
other cost savings expected from the consolidation;

-- the facility consolidation project is likely to have a
negative impact on the Company's earnings during the
construction period;

-- the proceeds the Company receives from selling or renting
its existing facilities may be less than it expects, and the
timing of the receipt of those proceeds may be later than the
Company has planned;

-- the facility consolidation project may not eliminate as many
redundant processes as the Company presently anticipates;

20

-- the Company may not realize the expected increase 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;

-- moving the Company's facilities to a new location may cause
attrition in its personnel at levels that result in a
significant interruption in its operations, and the Company
expects to incur additional annual compensation costs of
approximately $300,000 to facilitate the retention of
certain of its key personnel while the facility
consolidation project is in process;

-- the Company may be required to fund a portion of the
facility consolidation project through additional financing,
which may be at rates less favorable than its current credit
facilities;

-- the Company may not receive the anticipated rental income
for the unused portion of the Current Site; and

-- the Company may not be able to recover its investment in the
Original Site.

If for any reason the Company were to realize less than the expected
benefits from the facility consolidation project, its future income
stream, cash flows and debt levels could be materially adversely
affected. In addition, the facility consolidation project is in the
early stages of planning and unanticipated risks may develop as the
project proceeds.

(j) Government Regulation
- -------------------------

The Company is subject to extensive regulation by the United States
Food and Drug Administration, the United States Department of
Agriculture, the United States Environmental Protection Agency and
other state and local authorities in jurisdictions where its products
are manufactured, processed or sold. Among other things, these
regulations govern the manufacturing, importation, processing,
packaging, storage, distribution and labeling of the Company's
products. The Company's manufacturing and processing facilities and
products are subject to periodic compliance inspections by federal,
state and local authorities. The Company is also subject to
environmental regulations governing the discharge of air emissions,
water and food waste, and the generation, handling, storage,
transportation, treatment and disposal of waste materials. Amendments
to existing statutes and regulations, adoption of new statutes and
regulations, increased production at the Company's existing facilities
as well as its expansion into new operations and jurisdictions, may
require the Company to obtain additional licenses and permits and
could require it to adapt or alter methods of operations at costs that
could be substantial. Compliance with applicable laws and regulations
may adversely affect the Company's business. Failure to comply with
applicable laws and regulations could subject the Company to civil
remedies, including fines, injunctions, recalls or seizures, as well
as possible criminal sanctions, which could have a material adverse
effect on the Company's business.

(k) Economic, Political and Social Risks of Doing Business in
Emerging Markets
- -------------------------------------------------------------

The Company purchases a substantial portion of its cashew inventories
from India, Brazil and Vietnam, which are in many respects emerging
markets. To this extent, the Company is exposed to risks inherent in
emerging markets, including:

21

-- 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.

The existence of these risks in these and other foreign countries that
are the origins of the Company's raw materials could jeopardize or
limit its ability to purchase sufficient supplies of cashews and other
imported raw materials and may adversely affect the Company's income
by increasing the costs of doing business overseas.

(l) Fixed Price Commitments
- ---------------------------

From time to time, the Company enters into fixed price commitments with
its customers. Such commitments represented approximately 15% to 20% of
the Company's annual net sales in fiscal 2004, and in many cases are
entered into after the Company's cost to acquire the nut products
necessary to satisfy the fixed price commitment is substantially fixed.
The commitments are for a fixed period of time, typically one year, but
may be extended if remaining balances exist. The Company expects to
continue to enter into fixed price commitments with respect to certain
of its nut products prior to fixing its acquisition cost in order to
maintain customer relationships or when, in management's judgment,
market or crop harvest conditions so warrant. To the extent the Company
does so, however, these fixed price commitments may result in reduced
gross profit margins that have a material adverse effect on the
Company's results of operations. The Company's results of operations
were adversely affected during the last half of fiscal 2004 and the
first quarter of fiscal 2005 as outside purchases of almonds and pecans
were required to fulfill obligations under fixed-price contracts. The
Company's results of operations were also negatively impacted during the
second and third quarters of fiscal 2005 as 2004 crop tree nuts (at
higher costs) were used to fulfill remaining balances on contracts that
were priced using 2003 crop costs.

(m) Inventory Measurement
- -------------------------

The Company purchases its nut inventories from growers and farmers in
large quantities at harvest times, which are primarily during the second
and third quarters of the Company's fiscal year, and receives nut
shipments in bulk truckloads. The weights of these nuts are measured
using truck scales at the time of receipt, and inventories are recorded
on the basis of those measurements. The nuts are then stored in bulk in
large warehouses to be shelled or processed throughout the year. Bulk-
stored nut inventories are relieved on the basis of continuous high-
speed bulk weighing systems as the nuts are shelled or processed or on
the basis of calculations derived from the weight of the shelled nuts
that are produced. While the Company performs various procedures to
confirm the accuracy of its bulk-stored nut inventories, these
inventories are estimates that must be periodically adjusted to account
for positive or negative variations, and such adjustments directly
affect earnings. The precise amount of the Company's bulk-stored nut
inventories is not known until the entire quantity of the particular nut
is depleted, which may not necessarily occur every year. Prior crop year
inventories may still be on hand as the new crop year inventories are
purchased. There can be no assurance that such inventory quantity
adjustments will not have a material adverse effect on the Company's
results of operations in the future.

22

(n) 2002 Farm Bill
- ------------------
The Farm Security and Rural Investment Act of 2002 (the "2002 Farm
Bill") terminated the federal peanut quota program beginning with the
2002 crop year. The 2002 Farm Bill replaced the federal peanut quota
program with a fixed payment system through the 2007 crop year that can
be either coupled or decoupled. A coupled system is tied to the actual
amount of production, while a decoupled system is not. The series of
loans and subsidies established by the 2002 Farm Bill is similar to the
systems used for other crops such as grains and cotton. To compensate
farmers for the elimination of the peanut quota, the 2002 Farm Bill
provides a buy-out at a specified rate for each pound of peanuts that
had been in that farmer's quota under the prior program. Additionally,
among other provisions, the Secretary of Agriculture may make certain
counter-cyclical payments whenever the Secretary believes that the
effective price for peanuts is less than the target price. The
termination of the federal peanut quota program has reduced the
Company's costs for peanuts and resulted in a higher gross margin than
the Company has historically achieved. Although this margin is now
similar to the Company's total gross profit margin, the Company may be
unable to maintain these higher gross profit margins on the sale of
peanuts, and the Company's business, financial position and results of
operations would thus be materially adversely affected.

(o) Public Health Security and Bioterrorism Preparedness and
Response Act of 2002
- ------------------------------------------------------------

The events of September 11, 2001 reinforced the need to enhance the
security of the United States. Congress responded in part by passing the
Public Health Security and Bioterrorism Preparedness and Response Act of
2002 (the "Bioterrorism Act"). The Bioterrorism Act includes a number of
provisions to help guard against the threat of bioterrorism, including
new authority for the Secretary of Health and Human Services ("HHS") to
take action to protect the nation's food supply against the threat of
international contamination. The Food and Drug Administration ("FDA"),
as the food regulatory arm of HHS, is responsible for developing and
implementing these food safety measures, which fall into four broad
categories: (i) registration of food facilities, (ii) establishment and
maintenance of records regarding the sources and recipients of foods,
(iii) prior notice to FDA of imported food shipments and (iv)
administrative detention of potentially affected foods. FDA has issued
rules in each of these categories, which rules generally took effect on
December 12, 2003. There can be no assurances that the effects of the
Bioterrorism Act and the related rules, including any potential
disruption in the Company's supply of imported nuts, which represented
approximately 33% of the Company's total nut purchases in fiscal 2004,
will not have a material adverse effect on the Company's business,
financial position or results of operations in the future.

(p) Peanut Shelling Industry Antitrust Investigation
- ----------------------------------------------------

On June 17, 2003, the Company received a subpoena for the production of
documents and records from a grand jury in connection with an
investigation of a portion of the peanut shelling industry by the
Antitrust Division of the United States Department of Justice. The
Company believes the investigation relates to procurement pricing
practices but it could concern other or additional business practices.
The Company has responded to the subpoena and has produced documents to
the Department of Justice, and two employees of the Company have
appeared before the grand jury. The investigation, of which the Company
and the employees are subjects, is on-going. The investigation may have
a material adverse effect on the Company's business, financial condition
and results of operations, and on the peanut shelling industry.

RECENT ACCOUNTING PRONOUNCEMENTS
- --------------------------------

In December 2004, the Financial Accounting Standards Board ("FASB")
issued Statement No. 123R, "Share-Based Payment" ("SFAS 123R"), which
requires compensation costs related to share-based payment
transactions to be recognized in the financial statements. With
limited exceptions, the amount of the compensation cost will be
measured based on the grant-date fair value of the equity or liability
instruments issued. In addition, liability awards will be remeasured
each reporting period. Compensation cost will be recognized over the
period that an employee provides service in exchange for the award.

23

SFAS 123R replaces FASB Statement No. 123, "Accounting for Stock Based
Compensation" and supersedes APB Opinion No. 25, "Accounting for Stock
Issued to Employees." SFAS 123R is effective for the Company's first
quarter of fiscal 2006. The Company is currently evaluating the impact
that the adoption of SFAS 123R will have on its consolidated financial
position, results of operations and cash flows.

In November, 2004, the FASB issued Statement No. 151, "Inventory
Costs"("SFAS 151") an amendment of ARB No. 43, Chapter 4. SFAS 151
clarifies the accounting for abnormal amounts of the idle facility
expense, freight, handling costs and wasted material (spoilage). SFAS
151 is effective for the Company's first quarter of fiscal 2006. The
Company is currently evaluating the impact that the adoption of SFAS
151 will have on its consolidated financial position, results of
operations and cash flows

Item 3 -- Quantitative and Qualitative Disclosures About Market Risk
- --------------------------------------------------------------------

The Company is exposed to the impact of changes in interest rates,
commodity prices of raw material purchases and foreign currencies. The
Company has not entered into any arrangements to hedge against changes
in market interest rates, commodity prices or foreign currency
fluctuations.

The Company is unable to engage in hedging activity related to commodity
prices, since there are no established futures markets for nuts.
Approximately 33% of nut purchases for fiscal 2004 were made from
foreign countries and while these purchases were payable in U.S.
dollars, the underlying costs may fluctuate with changes in the value of
the U.S. dollar relative to the currency in the foreign country.

The Company is exposed to interest rate risk on the Bank Credit
Facility, its only variable rate credit facility. A hypothetical 10%
adverse change in weighted-average interest rates would have had an
immaterial impact on the Company's net income and cash flows from
operating activities.

Item 4 -- Controls and Procedures
- ---------------------------------
As of the end of the period covered by this Quarterly Report on Form
10-Q, the Company carried out an evaluation, under the supervision and
with the participation of the Company's management, including the
Company's Chairman and Chief Executive Officer along with the
Company's Chief Financial Officer, of the effectiveness of the design
and operation of the Company's disclosure controls and procedures
pursuant to Exchange Act Rule 13a-15(b). Based upon that evaluation,
the Company's Chairman and Chief Executive Officer along with the
Company's Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective in timely alerting
them to material information relating to the Company required to be
included in the Company's periodic SEC filings. There has been no
change in the Company's internal control over financial reporting
during the Company's third fiscal quarter ended March 24, 2005 that
has materially affected, or is reasonably likely to materially affect
the Company's internal control over financial reporting.

24

PART II. OTHER INFORMATION

Item 6 -- Exhibits and Reports on Form 8-K
- ------------------------------------------

(a) The exhibits filed herewith are listed in the exhibit index that
follows the signature page and immediately precedes the exhibits
filed.

(b) Reports on Form 8-K:

On January 27, 2005, the Company filed a Current Report on Form 8-K,
dated January 27, 2005, announcing quarterly financial results.

On March 7, 2005, the Company filed a Current Report on Form 8-K
dated March 2, 2005, disclosing an amendment to an agreement to
purchase property in Elgin, Illinois and disclosing an amendment to
the Company's Bank Credit Facility.

25

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

JOHN B. SANFILIPPO & SON, INC.

Date: May 2, 2005 By: /s/ Michael J. Valentine
------------------------
Michael J. Valentine
Executive Vice President
Finance, Chief Financial
Officer and Secretary

26

EXHIBIT INDEX
(Pursuant to Item 601 of Regulation S-K)

Exhibit
Number Description
- ------- ------------------------------------------------------------------
2 Not applicable

3.1 Restated Certificate of Incorporation of Registrant, filed herewith

3.2 Bylaws of Registrant(1)

4.1 Specimen Common Stock Certificate(3)

4.2 Specimen Class A Common Stock Certificate(3)

4.3 Note Purchase 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 dated as of
December 16, 2004(21)

5-9 Not applicable

10.1 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 Industrial Building Lease (the "Touhy Avenue Lease") dated November 1,
1985 between the Registrant and LaSalle National Bank ("LNB"), as
Trustee under Trust Agreement dated September 20, 1966 and known as
Trust No. 34837(5)

10.3 First Amendment to the Touhy Avenue Lease dated June 1, 1987(5)

10.4 Second Amendment to the Touhy Avenue Lease dated December 14, 1990(5)

10.5 Third Amendment to the Touhy Avenue Lease dated September 1, 1991(7)

10.6 Mortgage, Assignment of Rents and Security Agreement made on
September 29, 1992 by LaSalle Trust, not personally but as Successor
Trustee under Trust Agreement dated February 7, 1979 and known as
Trust Number 100628 in favor of the Registrant relating to the
properties commonly known as 2299 Busse Road and 1717 Arthur Avenue,
Elk Grove Village, Illinois(4)

10.7 Industrial Building Lease dated June 1, 1985 between Registrant and
LNB, as Trustee under Trust Agreement dated February 7, 1979 and
known as Trust No. 100628(1)

10.8 First Amendment to Industrial Building Lease dated September 29, 1992
by and between the Registrant and LaSalle Trust, not personally but
as Successor Trustee under Trust Agreement dated February 7, 1979 and
known as Trust Number 100628(4)

27

Exhibit
Number Description
- ------- ------------------------------------------------------------------

10.9 Second Amendment to Industrial Building Lease dated March 3, 1995 by
and between the Registrant and LaSalle Trust, not personally but as
Successor Trustee under Trust Agreement dated February 7, 1979 and
known as Trust Number 100628(6)

10.10 Third Amendment to Industrial Building Lease dated August 15, 1998 by
and between the Registrant and LaSalle Trust, not personally but as
Successor Trustee under Trust Agreement dated February 7, 1979 and
known as Trust Number 100628(9)

10.11 Ground Lease dated January 1, 1995 between the Registrant and LaSalle
Trust, not personally but as Successor Trustee under Trust Agreement
dated February 7, 1979 and known as Trust Number 100628(6)

10.12 Party Wall Agreement, dated March 3, 1995 between the Registrant,
LaSalle Trust, not personally but as Successor Trustee under Trust
Agreement dated February 7, 1979 and known as Trust Number 100628,
and the Arthur/Busse Limited Partnership(6)

10.13 Tax Indemnification Agreement between Registrant and certain
Stockholders of Registrant prior to its initial public offering(2)

10.14 Indemnification Agreement between Registrant and certain Stockholders
of Registrant prior to its initial public offering(2)

10.15 The Registrant's 1995 Equity Incentive Plan(8)

10.16 Promissory Note (the "ILIC Promissory Note") in the original principal
amount of $2.5 million, dated September 27, 1995 and executed by the
Registrant in favor of Indianapolis Life Insurance Company ("ILIC")(9)

10.17 First Mortgage and Security Agreement (the "ILIC Mortgage") by and
between the Registrant, as mortgagor, and ILIC, as mortgagee, dated
September 27, 1995, and securing the ILIC Promissory Note and
relating to the property commonly known as 3001 Malmo Drive,
Arlington Heights, Illinois(9)

10.18 Assignment of Rents, Leases, Income and Profits dated September 27,
1995, executed by the Registrant in favor of ILIC and relating to the
ILIC Promissory Note, the ILIC Mortgage and the Arlington Heights
facility(9)

10.19 Environmental Risk Agreement dated September 27, 1995, executed by the
Registrant in favor of ILIC and relating to the ILIC Promissory Note,
the ILIC Mortgage and the Arlington Heights facility(9)

10.20 Credit Agreement dated as of March 31, 1998 among the Registrant,
Sunshine Nut Co., Inc., Quantz Acquisition Co., Inc., JBS
International, Inc. ("JBSI"), U.S. Bancorp Ag Credit, Inc. ("USB")
as Agent, Keybank National Association ("KNA"), and LNB(10)

10.21 The Registrant's 1998 Equity Incentive Plan(12)

10.22 First Amendment to the Registrant's 1998 Equity Incentive Plan(14)

10.23 Second Amendment to Credit Agreement dated May 10, 2000 by and among
the Registrant, JBSI, USB as Agent, LNB and SunTrust Bank, N.A.
("STB") (replacing KNA)(13)

10.24 Third Amendment to Credit Agreement dated May 20, 2002 by and among
the Registrant, JBSI, USB as Agent, LNB and STB(15)

10.25 Fourth Amendment to Credit Agreement dated May 30, 2003 by and among
the Registrant, JBSI, USB as Agent, LNB and STB(16)

28

Exhibit
Number Description
- ------- ------------------------------------------------------------------

10.26 Consent, Waiver and Fifth Amendment to Credit Agreement dated December
1, 2004 by and among the Registrant, USB as Agent, LNB and STB(19)

10.27 Revolving Credit Note in the principal amount of $40.0 million
executed by the Registrant and JBSI in favor of USB, dated as of
May 30, 2003(14)

10.28 Revolving Credit Note in the principal amount of approximately $22.9
million executed by the Registrant and JBSI in favor of STB, dated
as of May 30, 2003(14)

10.29 Revolving Credit Note in the principal amount of approximately $17.1
million executed by the Registrant and JBSI in favor of LSB, dated
as of May 30, 2003(14)

10.30 Industrial Building Lease between the Registrant and Cabot Acquisition,
LLC dated April 18, 2003(16)

10.31 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(15)

10.32 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(15)

10.33 Request for Waiver and Restriction on Transfer, dated January 22, 2004,
by and between the Registrant and each holder of the Registrant's
Class A Common Stock(16)

10.34 Letter Agreement, dated January 21, 2004, by and between the Registrant
and Mathias A. Valentine(16)

10.35 Letter Agreement, dated January 21, 2004, by and between the Registrant
and Michael J. Valentine, Trustee of the Michael J. Valentine Trust(16)

10.36 Letter Agreement, dated January 21, 2004, by and between the Registrant
and Michael J. Valentine, Trustee of the James Valentine Trust(16)

10.37 Letter Agreement, dated January 21, 2004, by and between the Registrant
and Michael J. Valentine, Trustee of the Mary Jo Carroll Trust(16)

10.38 Letter Agreement, dated January 21, 2004, by and between the Registrant
and Marian Sanfilippo, Trustee of the John E. Sanfilippo Irrevocable
Trust Agreement Dated 10/08/96(16)

10.39 Letter Agreement, dated January 21, 2004, by and between the Registrant
and Marian Sanfilippo, Trustee of the James J. Sanfilippo Irrevocable
Trust Agreement Dated 10/08/96(16)

10.40 Letter Agreement, dated January 21, 2004, by and between the Registrant
and Marian Sanfilippo, Trustee of the Jeffrey T. Sanfilippo
Irrevocable Trust Agreement Dated 10/08/96(16)

10.41 Letter Agreement, dated January 21, 2004, by and between the Registrant
and Marian Sanfilippo, Trustee of the Lisa Sanfilippo Irrevocable
Trust Agreement Dated 1/21/93(16)

10.42 Letter Agreement, dated January 21, 2004, by and between the Registrant
and Marian Sanfilippo, Trustee of the Jasper B. Sanfilippo
Irrevocable Trust Agreement Dated 10/08/96(16)

29

Exhibit
Number Description
- ------- ------------------------------------------------------------------

10.43 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(16)

10.44 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(16)

10.45 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(17)

10.46 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(17)

10.47 Agreement for Purchase and Sale between Matsushita Electric Corporation
of America and the Company, dated December 2, 2004(20)

10.48 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(22)

10.49 Sixth Amendment to Credit Agreement dated March 7, 2005 by and among
the Company and USB in its capacity as agent to STB and LSB(22)

10.50 Amended and Restated Line of Credit Note in the principal amount of
$52.5 million executed by the Company in favor of USB, dated
March 7, 2005(22)

10.51 Amended and Restated Line of Credit Note in the principal amount of
$22.5 million executed by the Company in favor of STB, dated
March 7, 2005(22)

10.52 Amended and Restated Line of Credit Note in the principal amount of
$30.0 million executed by the Company in favor of LSB, dated
March 7, 2005(22)

10.53 Office Lease dated April 15, 2005 between the Company, as landlord, and
Panasonic, as tenant(23)

10.54 Warehouse Lease dated April 15, 2005 between the Company, as landlord,
and Panasonic, as tenant(23)

11 Not applicable

15 Not applicable

18-19 Not applicable

22-24 Not applicable

31.1 Certification of Jasper B. Sanfilippo pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, as amended, filed herewith

31.2 Certification of Michael J. Valentine pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, as amended, filed herewith

32.1 Certification of Jasper B. Sanfilippo pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, filed herewith

30

Exhibit
Number Description
- ------- ------------------------------------------------------------------

32.2 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 herewith

33-99 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 Current Report on Form
8-K dated September 29, 1992 (Commission File No. 0-19681).

(5) Incorporated by reference to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1993 (Commission File
No. 0-19681).

(6) Incorporated by reference to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1994 (Commission File
No. 0-19681).

(7) Incorporated by reference to the Registrant's Quarterly Report on
Form 10-Q for the third quarter ended September 28, 1995 (Commission
File No. 0-19681).

(8) Incorporated by reference to the Registrant's Quarterly Report
on Form 10-Q for the third quarter ended March 26, 1998 (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 25, 1998 (Commission
File No. 0-19681).

(10) 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).

(11) Incorporated by reference to the Registrant's Annual Report on
Form 10-K for the fiscal year ended June 29, 2000 (Commission File
No. 0-19681).

(12) 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).

(13) Incorporated by reference to the Registrant's Annual Report on
Form 10-K for the fiscal year ended June 27, 2002 (Commission File
No. 0-19681).

31

(14) Incorporated by reference to the Registrant's Annual Report on
Form 10-K for the fiscal year ended June 26, 2003 (Commission File
No. 0-19681).

(15) 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).

(16) 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.

(17) 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).

(18) Incorporated by reference to the Registrant's Quarterly Report
on Form 10-Q for the first quarter ended September 23, 2004
(Commission File No. 0-19681).

(19) Incorporated by reference to the Registrant's Current Report on
Form 8-K dated December 1, 2004 (Commission File No. 0-19681).

(20) Incorporated by reference to the Registrant's Current Report on
Form 8-K dated December 2, 2004 (Commission File No. 0-19681).

(21) Incorporated by reference to the Registrant's Current Report on
Form 8-K dated December 16, 2004 (Commission File No. 0-19681).

(22) Incorporated by reference to the Registrant's Current Report on
Form 8-K dated March 2, 2005 (Commission File No. 0-19681).

(23) Incorporated by reference to the Registrant's Current Report on
Form 8-K dated April 15, 2005 (Commission File No. 0-19681).

32