8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 30, 2014 (April 30, 2014)

JOHN B. SANFILIPPO & SON, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-19681	36-2419677
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

1703 North Randall Road, Elgin, Illinois 60123-7820

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (847) 289-1800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

John B. Sanfilippo & Son, Inc. (the “Registrant”) submits the following information:

ITEM 2.02. Results of Operations and Financial Condition

The following information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition”.

On April 30, 2014, the Registrant issued a press release regarding its financial results for the third quarter and thirty-nine weeks ended March 27, 2014. This press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. In addition, the Registrant’s press release issued on January 29, 2014 regarding financial results for the second quarter and twenty-six weeks ended December 26, 2013 is attached hereto as Exhibit 99.2 and incorporated by reference herein.

ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits

The exhibits furnished herewith are listed in the Exhibit Index which follows the signature page of this Current Report on Form 8-K.

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 hereunto duly authorized.

	JOHN B. SANFILIPPO & SON, INC.
April 30, 2014	By:	/s/ Michael J. Valentine
		Michael J. Valentine Chief Financial Officer, Group President and Secretary

EXHIBIT INDEX

Exhibits	Description
99.1	Press Release dated April 30, 2014.
99.2	Press Release dated January 29, 2014.

EX-99.1

Exhibit 99.1

JOHN B. SANFILIPPO & SON, INC.

NEWS RELEASE

COMPANY CONTACT: Michael J. Valentine Chief Financial Officer 847-214-4509

FOR IMMEDIATE RELEASE

WEDNESDAY, APRIL 30, 2014

EPS Rose to a Third Quarter Record $0.33 per Share Diluted

Quarterly Comparison Overview:

– Net sales increased by $10.5 million

– Sales volume declined by 1.6%

– Gross profit was relatively unchanged

– Net income increased by $3.3 million

Elgin, IL, April 30, 2014 — John B. Sanfilippo & Son, Inc. (NASDAQ: JBSS) (hereinafter the “Company”) today announced operating results for its fiscal 2014 third quarter. Net income for the third quarter of fiscal 2014 was $3.7 million, or $0.33 per share diluted, compared to net income of $0.3 million, or $0.03 per share diluted, for the third quarter of fiscal 2013. Net income for the first three quarters of fiscal 2014 was $19.7 million, or $1.77 per share diluted, compared to net income of $16.2 million, or $1.47 per share diluted, for the first three quarters of fiscal 2013. Net income for the current third quarter and year to date period included a reduction in income tax expense of $0.6 million, or $0.06 per share diluted. The reduction in income tax expense for both periods was attributable to the tax benefit that resulted from an income tax loss from the divestiture of the Company’s investment in ARMA Energy, Inc. (“AEI”). Even before considering the reduction in income tax expense from the AEI divestiture, both net income and earnings per share diluted were the highest amounts ever reported by the Company for a fiscal quarter ending in March.

Net sales increased to $174.3 million for the third quarter of fiscal 2014 from $163.8 million for the third quarter of fiscal 2013. The increase in net sales was primarily attributable to an 8.1% increase in the weighted average sales price per pound, which was driven mainly by higher selling prices for almonds, mixed nuts (which contain almonds) and walnuts. Sales volume, which is defined as pounds sold to customers, declined by 1.6% in the quarterly comparison. The decline in sales volume was attributable to lower sales of inshell walnuts in the export distribution channel due to

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decreased amounts of inshell walnuts available for export and lower sales of raw bulk peanuts to other peanut processors in the commercial ingredients channel due to a smaller peanut crop. The declines in sales volume in these two channels were largely offset by a 4.2% increase in sales volume in the consumer distribution channel. The increase in volume in the consumer distribution channel was driven by increased sales of private brand snack nuts and a 50.2% sales volume increase for Fisher recipe nuts. The substantial increase in sales volume for Fisher recipe nuts was due to increased in-store merchandising activity and product line expansion to larger package sizes by total weight.

Net sales increased to $576.1 million for the first three quarters of fiscal 2014 from $556.9 million for the first three quarters of fiscal 2013. The increase in net sales was primarily attributable to an 8.0% increase in sales volume. Sales volume increased significantly in the consumer, commercial ingredients and contract packaging channels in the year to date comparison. The volume increase in the consumer channel was driven by increased sales of Fisher recipe nuts and increased sales of private brand snack nuts and trail mixes. The sales volume increase in the commercial ingredients channel mainly came from increased sales of almonds to a major customer and increased sales of pecans due to product line expansion at an existing customer. The contract packaging sales volume increase primarily resulted from increased sales of almonds, trail mixes and chocolate- and yogurt-coated products due to new product launches executed by key customers in this channel.

Gross profit margin declined to 13.1% of net sales for the third quarter of fiscal 2014 from 14.0% for the third quarter of fiscal 2013 while gross profit remained relatively unchanged. The gross profit margin decline occurred because selling price increases for almonds, mixed nuts and walnuts were not fully implemented until the end of January while higher commodity acquisition costs for these products affected the entire month of January.

Gross profit margin for the first three quarters of fiscal 2014 decreased to 15.5% of net sales from 16.2% for the first three quarters of fiscal 2013 while gross profit decreased by $1.0 million. The decrease in gross profit margin was primarily due to competitive pricing pressures that existed in the first two quarters of fiscal 2014 and the delay in implementing selling price increases that was discussed in the quarterly comparison. The decline in gross profit margin was offset in part by manufacturing efficiency improvements that were achieved during the current fiscal year to date.

Total operating expenses for the current quarter decreased to 9.6% of net sales from 11.9% of net sales for the third quarter of fiscal 2013. The decrease in total operating expenses, as a percentage of net sales, in the quarterly comparison was mainly due to reductions in incentive compensation expense and advertising expense. Advertising expense declined in the quarterly comparison primarily due to the later Easter holiday, which falls into our 2014 fiscal fourth quarter this year.

Total operating expenses for the first three quarters of fiscal 2014 decreased to 9.4% of net sales from 10.5% of net sales for the year to date period in fiscal 2013. The decrease in total operating expenses, as a percentage of net sales in the year to date comparison was primarily attributable to decreased incentive compensation expense and advertising expense and a gain on the sale of an Elgin, Illinois site that occurred in the second quarter of fiscal 2014. The Elgin, Illinois site was originally purchased in 2006 for the Company’s facility consolidation project. These drivers in the reduction of total operating expenses were offset in part by increased shipping costs.

Interest expense for the third quarter of fiscal 2014 decreased to $1.1 million from $1.2 million for the third quarter of fiscal 2013. Interest expense for the current year to date period was $3.2 million compared to $3.5 million for the first three quarters of fiscal 2013. The decrease in interest expense in the quarterly and year to date comparisons primarily resulted from lower average total borrowing levels.

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The value of total inventories on hand at the end of the current third quarter increased by $31.3 million or 18.8% when compared to the value of total inventories on hand at the end of the third quarter of fiscal 2013 primarily due to higher commodity acquisition costs for walnuts, almonds and pecans. As a result of higher acquisition costs for these nuts, the weighted average cost per pound of raw nut input stocks on hand at the end of the current third quarter increased by 23.3% compared to the weighted average cost per pound of raw nut input stocks on hand at the end of last year’s third quarter.

“We are especially pleased with the performance of our Fisher recipe brand during the current quarter as pounds sold increased by 50% over pounds sold in the third quarter of fiscal 2013, and pound and dollar market share also increased significantly in the quarterly comparison,” stated Jeffrey T. Sanfilippo, Chief Executive Officer. “I want to thank our Fisher sales and marketing team for this remarkable accomplishment, especially when considering the later Easter holiday this year,” Mr. Sanfilippo noted. “Our strategy of leveraging our innovation and manufacturing capabilities to grow our business with key non-branded customers also allowed us to realize significant volume gains with many of our major private brand, contract manufacturing and commercial ingredient customers,” Mr. Sanfilippo concluded.

The Company will host an investor conference call and webcast on Thursday, May 1, 2014, at 10:00 a.m. Eastern (9:00 a.m. Central) to discuss these results. To participate in the call via telephone, dial 888-713-4218 from the U.S. or 617-213-4870 internationally and enter the participant passcode of 46148028. This call is being webcast by Thomson/CCBN and can be accessed at the Company’s website at www.jbssinc.com.

Some of the statements in this release are forward-looking. These forward-looking statements may be generally identified by the use of forward-looking words and phrases such as “will”, “intends”, “may”, “believes”, “anticipates”, “should” and “expects” and are based on the Company’s current expectations or beliefs concerning future events and involve risks and uncertainties. Consequently, the Company’s actual results could differ materially. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events or other factors that affect the subject of these statements, except where expressly required to do so by law. Among the factors that could cause results to differ materially from current expectations are: (i) the risks associated with our vertically integrated model with respect to pecans, peanuts and walnuts; (ii) sales activity for the Company’s products, such as a decline in sales to one or more key customers, a decline in sales of private brand products or changing consumer preferences; (iii) changes in the availability and costs of raw materials and the impact of fixed price commitments with customers; (iv) the ability to pass on price increases to customers if commodity costs rise and the potential for a negative impact on demand for, and sales of, our products from price increases; (v) the ability to measure and estimate bulk inventory, fluctuations in the value and quantity of the Company’s nut inventories due to fluctuations in the market prices of nuts and bulk inventory estimation adjustments, respectively, and decreases in the value of inventory held for other entities, where the Company is financially responsible for such losses; (vi) the Company’s ability to appropriately respond to, or lessen the negative impact of, competitive and pricing pressures; (vii) losses associated with product recalls, product contamination, food labeling or other food safety issues, or the potential for lost sales or product liability if customers lose confidence in the safety of the Company’s products or in nuts or nut products in general, or are harmed as a result of using the Company’s products; (viii) the ability of

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the Company to retain key personnel; (ix) the effect of the actions and decisions of the group that has the majority of the voting power with regard to the Company’s outstanding common equity (which may make a takeover or change in control more difficult), including the effect of any agreements pursuant to which such group has pledged a substantial amount of its securities of the Company; (x) the potential negative impact of government regulations, including the Public Health Security and Bioterrorism Preparedness and Response Act and laws and regulations pertaining to food safety, such as the Food Safety Modernization Act; (xi) the Company’s ability to do business in emerging markets while protecting its intellectual property in such markets; (xii) uncertainty in economic conditions, including the potential for economic downturn; (xiii) the Company’s ability to obtain additional capital, if needed; (xiv) the timing and occurrence (or nonoccurrence) of other transactions and events which may be subject to circumstances beyond the Company’s control; (xv) the adverse effect of labor unrest or disputes, litigation and/or legal settlements, including potential unfavorable outcomes exceeding any amounts accrued; (xvi) losses associated with our status as a licensed nut warehouse operator under the United States Warehouse Act; (xvii) the inability to implement our Strategic Plan or realize other efficiency measures, including controlling medical and personnel costs; (xviii) technology disruptions or failures; (xix) the inability to protect the Company’s intellectual property or avoid intellectual property disputes; (xx) the Company’s ability to manage successfully the price gap between its private brand products and those of its branded competitors; and (xxi) potential increased industry-specific regulation pending the U.S. Food and Drug Administration assessment of the risk of Salmonella contamination associated with tree nuts.

John B. Sanfilippo & Son, Inc. is a processor, packager, marketer and distributor of nut and dried fruit based products that are sold under a variety of private brands and under the Company’s Fisher^®, Orchard Valley Harvest^TM, Fisher^® Nut Exactly^TM and Sunshine Country^® brand names.

-more-

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JOHN B. SANFILIPPO & SON, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Dollars in thousands, except earnings per share)

	For the Quarter Ended				For the Thirty-nine Weeks Ended
	March 27, 2014		March 28, 2013		March 27, 2014			March 28, 2013
Net sales	$	174,291	$	163,815	$	576,102		$	556,941
Cost of sales		151,492		140,936		486,986			466,813
Gross profit		22,799		22,879		89,116			90,128
Operating expenses:
Selling expenses		10,283		11,565		35,338			36,342
Administrative expenses		6,378		7,990		20,559			22,167
Gain on assets held for sale		—		—		(1,641	)		—
Total operating expenses		16,661		19,555		54,256			58,509
Income from operations		6,138		3,324		34,860			31,619
Other expense:
Interest expense		1,077		1,171		3,225			3,521
Rental and miscellaneous expense, net		453		364		1,777			1,183
Total other expense, net		1,530		1,535		5,002			4,704
Income before income taxes		4,608		1,789		29,858			26,915
Income tax expense		927		1,447		10,178			10,738
Net income	$	3,681	$	342	$	19,680		$	16,177
Basic earnings per common share	$	0.33	$	0.03	$	1.79		$	1.49
Diluted earnings per common share	$	0.33	$	0.03	$	1.77		$	1.47
Weighted average shares outstanding
— Basic		11,073,669		10,898,304		11,016,926			10,844,341
— Diluted		11,156,229		11,024,738		11,116,491			10,974,029

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JOHN B. SANFILIPPO & SON, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollars in thousands, except per share amounts)

	March 27, 2014			June 27, 2013			March 28, 2013
ASSETS
CURRENT ASSETS:
Cash	$	1,197		$	834		$	1,506
Accounts receivable, net		52,446			49,509			51,355
Inventories		198,067			158,706			166,754
Deferred income taxes		3,496			3,723			4,913
Prepaid expenses and other current assets		7,069			4,843			5,558
Asset held for sale		—			6,175			6,175
		262,275			223,790			236,261
PROPERTIES, NET:		132,508			133,847			136,328
OTHER ASSETS:
Intangibles, net		5,903			7,875			8,643
Other		9,384			9,232			7,945
		15,287			17,107			16,588
	$	410,070		$	374,744		$	389,177
LIABILITIES & STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Revolving credit facility borrowings	$	55,829		$	31,867		$	42,047
Current maturities of long-term debt		3,345			8,690			12,130
Accounts payable		54,746			43,741			42,532
Book overdraft		6,886			1,052			9,112
Accrued expenses		14,161			23,448			24,391
Income taxes payable		—			—			1,192
		134,967			108,798			131,404
LONG-TERM LIABILITIES:
Long-term debt		36,506			33,665			34,351
Retirement plan		12,844			12,615			13,531
Deferred income taxes		—			—			959
Other		5,220			4,362			923
		54,570			50,642			49,764
STOCKHOLDERS’ EQUITY:
Class A Common Stock		26			26			26
Common Stock		85			84			84
Capital in excess of par value		107,880			106,132			105,152
Retained earnings		116,510			113,430			107,847
Accumulated other comprehensive loss		(2,764	)		(3,164	)		(3,896	)
Treasury stock		(1,204	)		(1,204	)		(1,204	)
		220,533			215,304			208,009
	$	410,070		$	374,744		$	389,177

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EX-99.2

Exhibit 99.2

JOHN B. SANFILIPPO & SON, INC.

NEWS RELEASE

COMPANY CONTACT:     Michael J. Valentine     Chief Financial Officer     847-214-4509

FOR IMMEDIATE RELEASE

WEDNESDAY, JANUARY 29, 2014

Net Income for the Second Quarter of Fiscal 2014 was $9.2 million

Quarterly Comparison Overview:

– Net sales increased by 4.4%

– Sales volume increased by 12.0%

– Net income increased by 11.1%

Elgin, IL, January 29, 2014— John B. Sanfilippo & Son, Inc. (Nasdaq: JBSS) (the “Company”) today announced operating results for its fiscal 2014 second quarter. Net income for the second quarter of fiscal 2014 was $9.2 million, or $0.83 per share diluted, compared to net income of $8.3 million, or $0.76 per share diluted, for the second quarter of fiscal 2013. Net income for the first two quarters of fiscal 2014 was $16.0 million, or $1.44 per share diluted, compared to net income of $15.8 million, or $1.45 per share diluted, for the first two quarters of fiscal 2013.

Net sales for the second quarter of fiscal 2014 were $225.1 million compared to net sales of $215.6 million for the second quarter of fiscal 2013. The increase in net sales was attributable to a 12.0% increase in sales volume, which is measured as pounds sold to customers. The favorable impact upon net sales from the increase in sales volume was offset partially by lower selling prices for all major nut types except almonds. Sales volume increased in all four distribution channels led by a significant increase in sales volume in the consumer distribution channel. The increase in sales volume in the consumer distribution channel was attributable to increased sales of private brand snack nut and trail mix products with existing customers and a 28.5% increase in volume for Fisher recipe nuts from increased merchandising activity, which occurred as a result of significantly lower pecan prices compared to pecan prices that existed in the second quarter of fiscal 2013. Fisher snack nut volume declined in the quarterly comparison as a result of reduced distribution of inshell peanuts at a major Fisher snack nut customer. This reduced distribution is expected to be regained starting in the third quarter of fiscal 2014. The sales volume increases in the commercial ingredients and contract packaging channels were generated by increased volume with a major existing customer in each of those channels and higher pecan sales in the commercial ingredients channel as a result of significantly lower pecan prices compared to pecan prices that existed in the second quarter of fiscal

2013. The sales volume increase in the export channel is primarily due to the difference in the timing of inshell walnuts sales in fiscal 2014 compared to fiscal 2013.

For the first two quarters of fiscal 2014, net sales increased to $401.8 million from $393.1 million for the first two quarters of fiscal 2013. The increase in net sales in the year to date comparison was primarily attributable to a 12.9% increase in sales volume. The increase in net sales from the increase in sales volume was offset in part by lower selling prices for all major nut types except almonds. Sales volume increased in the consumer, commercial ingredients and contract packaging distribution channels while sales volume was down 2.4% in the export channel in the year to date comparison. As was the case in the quarterly comparison, the increase in sales volume in the consumer channel came mainly from increased sales of private brand snack nuts and trail mixes and a 17.5% increase in sales volume for Fisher recipe nuts. Sales volume also increased significantly in the commercial ingredients and contract packaging channels primarily due to increased volume with a major existing customer in each of those channels and higher pecan sales in the commercial ingredients channel as a result of significantly lower pecan prices compared to pecan prices that existed in the second quarter of fiscal 2013.

The gross profit margin, as a percentage of net sales, declined to 16.4% for the second quarter of fiscal 2014 from 17.0% for the second quarter of fiscal 2013. The gross profit margin, as a percentage of net sales, decreased to 16.5% for the first two quarters of fiscal 2014 from 17.1% for the first two quarters of fiscal 2013. The decrease in the gross profit margins in the quarterly and year to date comparisons was attributable mainly to decreased selling prices for private brand snack and trail mix products from competitive pricing pressure. The decline in gross profit margin in both the quarterly and year to date comparisons was offset in part by manufacturing efficiency improvements achieved during the first two quarters of fiscal 2014.

Total operating expenses for the second quarter of fiscal 2014 decreased to 9.1% of net sales from 10.3% of net sales for the second quarter of fiscal 2013. Total operating expenses for the first two quarters of fiscal 2014 decreased to 9.4% of net sales from 9.9% of net sales for the first two quarters of fiscal 2013. The decrease in total operating expenses, as a percentage of net sales, in the quarterly and year to date comparisons was attributable to a $1.6 million gain on the sale of an Elgin, Illinois site that was originally purchased in 2006 for our facility consolidation project.

Interest expense was $1.1 million for the second quarter of both fiscal 2014 and fiscal 2013. Interest expense for the first two quarters of fiscal 2014 was $2.1 million compared to $2.4 million for the first two quarters of fiscal 2013. The decrease in interest expense in the year to date comparison was attributable primarily to lower average borrowing levels.

The total value of inventories on hand at the end of the second quarter of fiscal 2014 increased by $19.5 million, or 11.6%, as compared to the total value of inventories on hand at the end of the second quarter of fiscal 2013. The increase in the total value of inventories on hand was primarily driven by higher acquisition costs for pecans, walnuts and almonds. The quantity of raw nut input stocks on hand at the end of the second quarter of fiscal 2014 decreased by 7.7% when compared to the quantity of raw nut input stocks on hand at the end of the second quarter of fiscal 2013. The weighted average cost per pound of raw nut input stocks on hand at the end of the second quarter of fiscal 2014 increased by 16.2% as compared to the weighted average cost per pound of raw nut input stocks on hand at the end of the second quarter of fiscal 2013 mainly because of higher acquisition costs for walnuts, almonds and pecans.

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“I am pleased with our second quarter results, especially the continued growth of our Fisher recipe nuts,” explained Jeffrey T. Sanfilippo, Chairman and Chief Executive Officer, “and I am proud of our sales, marketing and supply chain teams for driving volume increases across all four of our distribution channels in the second quarter. There is great potential for positive momentum in the nut industry as illustrated by a recent Harvard study published in the New England Journal of Medicine, which describes the health benefits associated with nut consumption,” stated Mr. Sanfilippo. “Going forward, commodity costs have recently increased for peanuts and most tree nuts, which will make the second half of fiscal 2014 challenging. While these cost increases may affect our sales volume for the remainder of fiscal 2014, I expect that higher selling prices should help mitigate the impact of the higher costs,” Mr. Sanfilippo concluded.

The Company will host an investor conference call and webcast on Thursday, January 30, 2014, at 10:00 a.m. Eastern (9:00 a.m. Central) to discuss these results. To participate in the call via telephone, dial 1-888-679-8018 from the U.S. or 1-617-213-4845 internationally and enter the participant passcode of 90517630. This call is being webcast by Thomson/CCBN and can be accessed at the Company’s website at www.jbssinc.com.

Some of the statements in this release are forward-looking. These forward-looking statements may be generally identified by the use of forward-looking words and phrases such as “will”, “intends”, “may”, “believes”, “anticipates”, “should” and “expects” and are based on the Company’s current expectations or beliefs concerning future events and involve risks and uncertainties. Consequently, the Company’s actual results could differ materially. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events or other factors that affect the subject of these statements, except where expressly required to do so by law. Among the factors that could cause results to differ materially from current expectations are: (i) the risks associated with our vertically integrated model with respect to pecans, peanuts and walnuts; (ii) sales activity for the Company’s products, such as a decline in sales to one or more key customers, a decline in sales of private brand products or changing consumer preferences; (iii) changes in the availability and costs of raw materials and the impact of fixed price commitments with customers; (iv) the ability to pass on price increases to customers if commodity costs rise and the potential for a negative impact on demand for, and sales of, our products from price increases; (v) the ability to measure and estimate bulk inventory, fluctuations in the value and quantity of the Company’s nut inventories due to fluctuations in the market prices of nuts and bulk inventory estimation adjustments, respectively, and decreases in the value of inventory held for other entities, where the Company is financially responsible for such losses; (vi) the Company’s ability to appropriately respond to, or lessen the negative impact of, competitive and pricing pressures; (vii) losses associated with product recalls, product contamination, food labeling or other food safety issues, or the potential for lost sales or product liability if customers lose confidence in the safety of the Company’s products or in nuts or nut products in general, or are harmed as a result of using the Company’s products; (viii) the ability of the Company to retain key personnel; (ix) the effect of the actions and decisions of the group that has the majority of the voting power with regard to the Company’s outstanding common equity (which may make a takeover or change in control more difficult), including the effect of any agreements pursuant to which such group has pledged a substantial amount of its securities of the Company; (x) the potential negative impact of government regulations, including the Public Health Security and Bioterrorism Preparedness and Response Act and laws and regulations pertaining to food safety, such as the Food Safety Modernization Act; (xi) the Company’s ability to do business in emerging markets while protecting its intellectual property in such markets; (xii) uncertainty in economic conditions, including the potential for economic downturn; (xiii) the Company’s ability to obtain additional capital, if needed; (xiv) the timing and occurrence (or nonoccurrence) of other transactions and events which may be subject to circumstances beyond the Company’s control; (xv)

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the adverse effect of labor unrest or disputes, litigation and/or legal settlements, including potential unfavorable outcomes exceeding any amounts accrued; (xvi) losses associated with our status as a licensed nut warehouse operator under the United States Warehouse Act; (xvii) the inability to implement our Strategic Plan or realize other efficiency measures, including controlling medical and personnel costs; (xviii) technology disruptions or failures; (xix) the inability to protect the Company’s intellectual property or avoid intellectual property disputes; (xx) the Company’s ability to manage successfully the price gap between its private brand products and those of its branded competitors; and (xxi) potential increased industry-specific regulation pending the U.S. Food and Drug Administration assessment of the risk of Salmonella contamination associated with tree nuts.

John B. Sanfilippo & Son, Inc. is a processor, packager, marketer and distributor of nut and dried fruit based products that are sold under a variety of private brands and under the Company’s Fisher^®, Orchard Valley Harvest^TM and Sunshine Country^® brand names.

-more-

4

JOHN B. SANFILIPPO & SON, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Dollars in thousands, except earnings per share)

	For the Quarter Ended					For the Twenty-six Weeks Ended
	December 26, 2013			December 27, 2012		December 26, 2013			December 27, 2012
Net sales	$	225,114		$	215,619	$	401,811		$	393,126
Cost of sales		188,166			178,943		335,494			325,877
Gross profit		36,948			36,676		66,317			67,249
Operating expenses:
Selling expenses		15,156			14,598		25,055			24,777
Administrative expenses		7,039			7,652		14,181			14,177
Gain on assets held for sale, net		(1,641	)		—		(1,641	)		—
Total operating expenses		20,554			22,250		37,595			38,954
Income from operations		16,394			14,426		28,722			28,295
Other expense:
Interest expense		1,062			1,104		2,148			2,350
Rental and miscellaneous expense, net		811			289		1,324			819
Total other expense, net		1,873			1,393		3,472			3,169
Income before income taxes		14,521			13,033		25,250			25,126
Income tax expense		5,297			4,732		9,251			9,291
Net income	$	9,224		$	8,301	$	15,999		$	15,835
Basic earnings per common share	$	0.84		$	0.77	$	1.46		$	1.46
Diluted earnings per common share	$	0.83		$	0.76	$	1.44		$	1.45
Weighted average shares outstanding
– Basic		11,016,373			10,838,037		10,988,555			10,817,359
– Diluted		11,096,271			10,941,242		11,096,623			10,948,675

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JOHN B. SANFILIPPO & SON, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollars in thousands, except per share amounts)

	December 26, 2013			June 27, 2013			December 27, 2012
ASSETS
CURRENT ASSETS:
Cash	$	9,824		$	834		$	15,276
Accounts receivable, net		56,891			49,509			45,999
Inventories		187,588			158,706			168,042
Deferred income taxes		3,344			3,723			4,823
Prepaid expenses and other current assets		8,314			4,843			7,922
Assets held for sale		—			6,175			—
		265,961			223,790			242,062
PROPERTIES, NET:		133,358			133,847			144,901
OTHER ASSETS:
Intangibles, net		6,561			7,875			9,410
Deferred income taxes		1,110			827			—
Other		8,860			8,405			8,091
		16,531			17,107			17,501
	$	415,850		$	374,744		$	404,464
LIABILITIES & STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Revolving credit facility borrowings	$	24,554		$	31,867		$	5,636
Current maturities of long-term debt		3,342			8,690			12,280
Accounts payable		95,292			43,741			89,813
Book overdraft		3,615			1,052			3,903
Accrued expenses		16,133			23,448			22,121
Dividends payable		—			—			10,889
Income taxes payable		1,476			—			2,322
		144,412			108,798			146,964
LONG-TERM LIABILITIES:
Long-term debt		37,344			33,665			35,036
Retirement plan		12,768			12,615			13,466
Deferred income taxes		—			—			966
Other		5,040			4,362			951
		55,152			50,642			50,419
STOCKHOLDERS’ EQUITY:
Class A Common Stock		26			26			26
Common Stock		85			84			84
Capital in excess of par value		107,447			106,132			104,709
Retained earnings		112,829			113,430			107,505
Accumulated other comprehensive loss		(2,897	)		(3,164	)		(4,039	)
Treasury stock		(1,204	)		(1,204	)		(1,204	)
		216,286			215,304			207,081
	$	415,850		$	374,744		$	404,464

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