exv99w2

EXHIBIT 99.2

Orchard Valley Harvest, Inc.
BALANCE SHEETS
(Unaudited)
March 31, 2010 and December 31, 2009
(dollars in thousands)


	March 31,			December 31,
	2010			2009
ASSETS
CURRENT ASSETS:

Cash	$	—		$	—
Accounts receivable, less allowance of $53		6,166			3,753
Inventories		9,484			9,033
Prepaid expenses and other current assets		2,295			1,185

TOTAL CURRENT ASSETS		17,945			13,971

PROPERTY AND EQUIPMENT:
Machinery and equipment		3,689			3,762
Furniture and leasehold improvements		76			40
Vehicles		52			101
Construction in progress		8			—

		3,825			3,903
Less: Accumulated depreciation		(855	)		(795	)

TOTAL PROPERTY AND EQUIPMENT		2,970			3,108

Other Assets		38			21

TOTAL ASSETS	$	20,953		$	17,100


	March 31,		December 31,
	2010		2009
LIABILITIES & STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Bank line of credit	$	5,090	$	5,797
Current maturities of long-term debt		628		627
Accounts payable		4,409		2,903
Book overdraft		1,687		467
Distribution payable to stockholders		1,787		2,188
Other current liabilities		215		205

TOTAL CURRENT LIABILITIES		13,816		12,187

LONG-TERM DEBT, net of current maturities		936		1,093

COMMITMENTS AND CONTINGENCIES (Note 2)		—		—
STOCKHOLDERS’ EQUITY:
Retained Earnings		6,196		3,815
Common Stock, no par value, 100,000 shares authorized, 10,000 shares issued and outstanding		5		5

TOTAL STOCKHOLDERS’ EQUITY		6,201		3,820

TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	20,953	$	17,100

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

Orchard Valley Harvest, Inc.
STATEMENTS OF OPERATIONS
(Unaudited)
For the quarters ended March 31, 2010 and 2009
(dollars in thousands)


	2010			2009
Net sales	$	13,157		$	13,185
Cost of sales		9,715			11,293

Gross profit		3,442			1,892

Operating expenses:
Selling expenses		477			441
Administrative expenses		483			357

Total operating expenses		960			798

Income from operations		2,482			1,094
Other income (expense):
Interest expense		(69	)		(154	)
Other income (expense)		5			—

Total other expense, net		(64	)		(154	)

Income before income taxes		2,418			940
Income tax expense		37			21

Net income	$	2,381		$	919

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

Orchard Valley Harvest, Inc
STATEMENTS OF CASH FLOWS
(Unaudited)
For the quarters ended March 31, 2010 and 2009
(dollars in thousands)


	2010			2009
Cash flows from operating activities:
Net income	$	2,381		$	919
Depreciation		109			115
Loss on disposition of equipment		37			—
Change in current assets and current liabilities:
Accounts receivable		(2,413	)		(2,828	)
Inventories		(451	)		2,998
Prepaid expenses and other current assets		(1,089	)		(839	)
Accounts payable		1,506			2,761
Other		(28	)		(7	)

Net cash provided by operating activities		52			3,119


Cash flows from investing activities:
Purchases of property and equipment		(8	)		(46	)

Net cash used in investing activities		(8	)		(46	)


Cash flows from financing activities:
Borrowings under revolving credit facilities		4,427			10,491
Repayments of revolving credit borrowings		(5,134	)		(11,043	)
Principal payments on long-term debt		(156	)		(255	)
Increase/(decrease) in book overdraft		1,220			(1,241	)
Distributions to stockholders		(401	)		(389	)

Net cash used in financing activities		(44	)		(2,437	)

Net increase in cash		—			636

Cash:
Beginning of period		—			—

End of period	$	—		$	636

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

Orchard Valley Harvest, Inc.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
(dollars in thousands)

NOTE 1 — BASIS OF PRESENTATION

The financial statements should be read in conjunction with the Orchard Valley Harvest, Inc. (“OVH”) historical financial statements for the year ended December 31, 2009. The financial statements reflect all adjustments, which in the opinion of management, are necessary for a fair presentation of OVH’s financial position at March 31, 2010 and 2009 and its results of operations and cash flows for the quarters ended March 31, 2010 and 2009. As of March 31, 2010 and 2009, comprehensive income is equal to OVH’s net income. The interim results of operations are not necessarily indicative of the results to be expected for the full year. The balance sheet as of December 31, 2009 was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles in the United States of America.

NOTE 2 — TRANSACTIONS WITH RELATED PARTIES

OVH purchases materials from companies that are owned by a stockholder of OVH. Purchases from these related entities aggregated $1,402 and $1,250 for the quarters ended March 31, 2010 and 2009, respectively. Accounts payable to these related entities aggregated $311 and $856 at March 31, 2010 and December 31, 2009, respectively.

OVH sells materials to companies that are owned by a stockholder of OVH. Sales to these related entities aggregated $105 and $532 for the quarters ended March 31, 2010 and 2009, respectively. Accounts receivable to the related entities aggregated $36 and $226 at March 31, 2010 and December 31, 2009, respectively.

NOTE 3 — CONTINGENCIES

OVH is a party to various lawsuits, proceedings and other matters arising out of the conduct of its business. It is OVH’s management’s opinion that the ultimate resolution of these matters will not have a material adverse effect upon OVH’s financial condition, results of operations or cash flows.

NOTE 4 — SUBSEQUENT EVENTS

On May 21, 2010, John B. Sanfilippo & Son, Inc. (the “Buyer”) purchased certain assets and assumed certain liabilities of OVH pursuant to a purchase agreement (the “Purchase Agreement”) entered into on May 5, 2010. The purchase price for the assets of OVH was $32,910 in cash plus additional future consideration of up to $10,079, which is contingent upon performance of the acquired business for the 2010 and 2011 calendar years, as more specifically described in the Purchase Agreement.

The Purchase Agreement contains customary representations, warranties and covenants and provides for indemnification by each of the parties (as well as by Stephen J. Kerr, John Potter and Matthew I. Freidrich, solely as the Trustee of the Payton Potter 2007 Irrevocable Trust (collectively, the “Stockholders”) in certain circumstances) in the event of, among other things, a breach of such representations, warranties or covenants. A portion of the cash consideration will be held in escrow for up to 18 months in order to secure such indemnification obligations. The Stockholders are parties to the Purchase Agreement solely with respect to certain indemnification provisions.

The foregoing description of the Purchase Agreement is only a summary and does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement.

OVH has evaluated whether any subsequent events that require recognition or disclosure in the accompanying consolidated financial statements and related notes thereto have taken place through August 2, 2010.