SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X]X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended September 27, 199730, 2000
OR
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission File No. 0-14616
J & J SNACK FOODS CORP.
(Exact name of registrant as specified in its charter)
New Jersey 22-1935537
(State or other jurisdicationjurisdiction (I.R.S. Employer
of
incorporation or organization) Identification No.)
6000 Central Highway
Pennsauken, New Jersey 08109
(Address of principal executive offices) (Zip Code)
Registrant's telephone number
including area code: (609-665-9533)
__________(856-665-9533)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value: None None
(Title of each class) (Name of each exchange
on which registered)
__________
Securities registered pursuant to Section 12(g) of the Act: None
__________
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 and (2) has been
subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of the registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K [ ].
As of November 30, 1997,2000, the latest practicable date, 8,872,0678,414,793
shares of the Registrant's common stock were issued and outstanding.
The aggregate market value of shares held by non-
affiliatesnon-affiliates of the
Registrant on such date was $94,612,310,$86,742,587 based on the last price on
that date of $16.25$14.46875 per share, which is an average of bid and asked
prices.
DOCUMENTS INCORPORATED BY REFERENCE
The Registrant's 19972000 Annual Report to Shareholders for the
fiscal year ended September 27, 199730, 2000 and Proxy Statement for its
Annual Meeting of Shareholders to be held on February 4, 19988, 2001 are
incorporated herein by reference into Parts I, II, III and IV as set
forth herein.
J & J SNACK FOODS CORP.
19972000 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
PART I
Page
Item 1 Business .................................... . . . . . . . . . . . . . . . . . . 1
Item 2 Properties .................................. . . . . . . . . . . . . . . . . . 8
Item 3 Legal Proceedings ..........................Proceedings. . . . . . . . . . . . . . . 9
Item 4 Submission Of Matters To A Vote Of Security
Holders ...........................Holders. . . . . . . . . . . . . . . . . . . . 9
Executive Officers Of The Registrant ........ . . . . 10
PART II
Item 5 Market For Registrant's Common Stock And
Related Stockholder Matters ....................................Matters. . . . . . . . . . 11
Item 6 Selected Financial Data ....................Data. . . . . . . . . . . . 11
Item 7 Management's Discussion And Analysis Of FinancialFinan-
cial Condition And Results Of Operations ............................... . . 11
Item 7a Quantitative And Qualitative Disclosures
About Market Risk. . . . . . . . . . . . . . . 12
Item 8 Financial Statements And Supplementary Data ....................................... 11Data. . 13
Item 9 Changes In And Disagreements With Accountants
On Accounting And Financial Disclosure........................ 12Disclosure . . . . 13
PART III
Item 10 Directors And Executive Officers Of The
Registrant ............................. 13. . . . . . . . . . . . . . . . . . 14
Item 11 Executive Compensation ..................... 13. . . . . . . . . . . . 14
Item 12 Security Ownership Of Certain Bene-
ficialBeneficial
Owners And Management ............... 13Management. . . . . . . . . . . . . 14
Item 13 Certain Relationships And Related Transactions ............................... 1314
PART IV
Item 14 Exhibits, Financial Statement Schedules And
Reports On Form 8-K .......... 14
PART I8-K. . . . . . . . . . . . . . 15
Item 1. Business
General
J & J Snack Foods Corp. (the "Company" or "J & J") manufactures
nutritional snack foods which it markets nationally to the food
service and retail supermarket industries. Its principal snack food
products are soft pretzels marketed principally under the brand name
SUPERPRETZEL. J & J believes it is the largest manufacturer of soft
pretzels in the United States. The Company also markets frozen
carbonated beverages to the food service industry under the brand names ICEE and
ARCTIC BLAST in the Western United States, Mexico and Canada and under
the brand names FROZEN COKE and ARCTIC BLAST in midwestern and
eastern states.Canada. Other snack
products include Italian ice and frozen juice treats and desserts,
churros (a(an Hispanic pastry), funnel cake, popcorn baked goods and whipped fruit drinks.bakery
products.
The Company's sales are made primarily to food service customers
including snack bar and food stand locations in leading chain,
department, discount, warehouse club and convenience stores; malls
and shopping centers; fast food outlets; stadiums and sports arenas;
leisure and theme parks; movie theatres; independent retailers; and
schools, colleges and other institutions. The Company's retail
supermarket customers are primarily supermarket chains. The Company
sells direct to the public through its chains of specialty snack food
retail outlets, BAVARIAN PRETZEL BAKERY and PRETZEL GOURMET, located
primarily in the Mid-Atlantic States.
The Company was incorporated in 1971 under the laws of the State
of New Jersey.
Products in the Snack Foods Segment
Soft Pretzels
The Company's soft pretzels are sold under many brand names;
some of which are: SUPERPRETZEL, MR. TWISTER, SOFT PRETZEL BITES,
SOFTSTIX, SOFT PRETZEL BUNS, HOT KNOTS, DUTCH TWIST, TEXAS TWIST and
SANDWICH TWIST and; to a lesser extent, under private labels. The
Company sells its soft pretzels to the food service and the retail
supermarket industries and direct to the public through BAVARIAN
PRETZEL BAKERY and PRETZEL GOURMET, its chains of specialty snack
food retail outlets. The Company's soft pretzels qualify under USDA
regulations as the nutritional equivalent of bread for purposes of
the USDA school lunch program, thereby enabling a participating
school to obtain partial reimbursement of the cost of the Company's
soft pretzels from the USDA. Soft pretzel sales, including those sold
through the Company's retail stores, amounted to 40%30% and 45%32% of the
Company's revenue in fiscals 19972000 and 1996,1999, respectively.
1
The Company's soft pretzels are manufactured according to a
proprietary formula. Regular softSoft pretzels, approximately 2-1/2
ouncesranging in weight, and jumbo or king size soft pretzels,
approximately 5-1/2from one to ten
ounces in weight are shaped and formed by the Company's proprietary
twister machines. These soft pretzel tying machines are automated,
high speed machines for twisting dough into the traditional pretzel
shape. Soft pretzel nuggets,
mini one ounce soft pretzels and soft pretzels in customized shapes and sizes and with fillings
are extruded or shaped by hand. Soft pretzels, after processing, are
primarily quick-frozen in either raw or baked form and packaged for
delivery.
The Company's food service marketing program includes supplying
ovens, mobil merchandisers, display cases, warmers and similar
merchandising equipment to the retailer to prepare and promote the
sale of soft pretzels. Some of this equipment is proprietary,
including two models of a combination warmer and display casecases that reconstitute
frozen soft pretzels while displaying them, thus eliminating the need
for an oven. The Company retains ownership of the equipment placed
in customer locations and, as a result, customers are not required to
make an investment in equipment.
Frozen Carbonated Beverages
The Company markets, through its direct sales force, frozen
carbonated beverages to the food service industry under the names
ICEE and ARCTIC BLAST in fifteen western states, Mexico and
Canada and under the trade names FROZEN COKE and ARCTIC BLAST in
thirty two midwestern and eastern states and direct to the public
through BAVARIAN PRETZEL BAKERY and PRETZEL GOURMET, its chains
of specialty snack food retail outlets. Frozen carbonated
beverage sales amounted to 20% of revenue in fiscal 1997 and 23%
of revenue in fiscal 1996. Under the Company's marketing
program, it installs frozen carbonated beverage dispensers at
customer locations and thereafter services the machines, provides
customers with ingredients required for production of the frozen
carbonated beverages, and supports customer retail sales efforts
with in-store promotions and point-of-sale materials. In most
cases, the Company retains ownership of its dispensers and, as a
result, customers are not required to make an investment in
equipment or arrange for the ingredients and supplies necessary
to produce and market the frozen carbonated beverages.
Each new customer location requires a frozen carbonated
beverage dispenser supplied by the Company or by the customer.
Company supplied dispensers are purchased from outside vendors,
built new or rebuilt by the Company at an approximate cost of
$5,500 each. The following shows the number of Company owned and
customer owned frozen carbonated beverage dispensers at customer
locations at the dates indicated:
Company Owned Customer Owned Total
September 30, 1995 7,157 1,107 8,264
September 28, 1996 7,823 901 8,724
September 27, 1997 8,546 711 9,257
As a result of the acquisition of a controlling interest in
National ICEE Corporation on December 8, 1997, the Company now
has the rights to market and distribute frozen carbonated
beverages under the name ICEE to all of the Continental United
States, except for portions of four states. The Company now
services a total of approximately 17,500 Company owned and
customer owned dispensers.
Frozen Juice Treats and Desserts
The Company's frozen juice treats and desserts are marketed
primarily under the SUPER JUICE,LUIGI'S, ICEE, MINUTE MAID* , HI-C*, FROSTAR,
SHAPE-UPS, MAZZONE'S,and MAMA TISH'S
and LUIGI'S brand names to the food service and to the
retail supermarket industries. Frozen juice treat and dessert sales
were 19%18% and 15%16% of the Company's revenue in fiscal years 19972000 and
1996,1999, respectively.
The Company's SUPER JUICE, SHAPE-UPS, MINUTE MAID and MAZZONEHI-C frozen juice and
fruit bars are manufactured from an apple or pear juice base to which
water, sweeteners, coloring (in some cases) and flavorings are added.
The juice bars contain two to three ounces of apple or pear juice and
the minimum daily requirement of vitamin C, and qualify as
reimbursable items under the USDA school lunch program. The juice
bars are produced in various flavors and are packaged in a sealed
push-up paper container referred to as the Milliken M-pak, which the
Company believes has certain sanitary and safety advantages.
The FROSTAR product line includes frozen juice and other frozen
desserts on a stick and in a cup. The juice bar and FROSTAR products
are sold primarily to the school portion of the food service
industry.
LUIGI'S Real Italian Ice and MAMA TISH'S Italian Ice and
Sorbets are sold to the foodservice and to the retail supermarket
industries. They are manufactured from water, sweeteners and fruit
*Minute Maid and Hi-C are registered trademarks of The Coca-Cola Company
2
juice concentrates in various flavors and are packaged in plastic
cups forand in squeeze up tubes.
ICEE Squeeze Tubes are sold to the foodservice and to the retail
supermarket industries. Designed to capture the carbonated frozen
taste of a traditional ICEE drink, they are packaged in three and
foodservice and in four
and eight ounce squeeze up tubes.
MINUTE MAID soft frozen lemonade is sold to the foodservice and
to the retail supermarket industries and is packaged in squeeze up
tubes for foodservice.and cups.
Churros
The Company sells frozen churros under the TIO PEPE'S brand name
to both the food service and retail supermarket industries,
primarily in the Western and Southwestern United States.industries. Churro
sales were 5%4% and 6%5% of the Company's sales in fiscal 19972000 and 1996,1999,
respectively. Churros are Hispanic donuts in stick form which the
Company produces in several sizes according to a proprietary formula.
The churros are deep fried, frozen and packaged. At food service
point-of-sale they are reheated and topped with a cinnamon sugar
mixture. The Company also sells fruit and creme filled churros. The
Company supplies churro merchandising equipment similar to that used
for its soft pretzels.
Baked Goods
The Company has a contract and private label bakery business
which manufactures cookies, muffins and other baked goods for third
parties. In addition, the Company produces and markets these products
under its own brand names, including DANISH MILLMRS. GOODCOOKIE, CAMDEN CREEK
BAKERY and PRETZELCOOKIE. Baked goods sales amounted to 8%13% and 4%12%
of the Company's sales in fiscals 19972000 and 1996,1999, respectively.
Other Products
The Company also markets to the food service industry and direct
to the public other products including soft drinks, funnel cakes sold
under the FUNNEL CAKE FACTORY brand name, popcorn sold under the
AIRPOPT brand name, as well as smaller amounts of various other food
products.
Products in the Frozen Beverage Segment
Frozen Beverages
The Company markets frozen beverages to the food service
industry primarily under the names ICEE and ARCTIC BLAST in the
United States, Mexico and Canada. The Company sells direct to the
3
public through BAVARIAN PRETZEL BAKERY and PRETZEL GOURMET, its
chains of specialty snack food retail outlets. Frozen beverage
business sales amounted to 33% of revenue in fiscal 2000 and 32% of
revenue in fiscal 1999. Under the Company's marketing program, it
installs frozen beverage dispensers at customer locations and
thereafter services the machines, arranges to supply customers with
ingredients required for production of the frozen beverages, and
supports customer retail sales efforts with in-store promotions and
point-of-sale materials. In addition, J & J manufacturesmost cases, the Company retains ownership
of its dispensers and, markets machinesas a result, customers are not required to
make an investment in equipment or arrange for the ingredients and
machine partssupplies necessary to produce and market the frozen beverages. In
fiscal 1999 the Company began providing installation and maintenance
service only to a large quick service restaurant, which resulted in
the increase of Customer Owned beverage dispensers in 1999 and 2000.
Each new customer location requires a frozen beverage dispenser
supplied by the Company or by the customer. Company supplied
dispensers are purchased from outside vendors, built new or rebuilt
by the Company at an approximate cost of $6,000 each. The following
shows the number of Company owned and customer owned frozen beverage
dispensers at customer locations at the dates indicated:
Company Owned Customer Owned Total
September 26, 1998 16,500 200 16,700
September 25, 1999 18,100 4,300 22,400
September 30, 2000 19,500 9,400 28,900
The Company has the rights to market and distribute frozen
beverages under the name ICEE to all of the Continental United
States, except for sale primarily to other
food and beverage companies.portions of eleven states.
Customers
The Company sells its products to two principal customer groups:
food service and retail supermarkets. The primary products sold to
the food service group are soft pretzels, frozen carbonated beverages, frozen
juice treats and desserts, churros and baked goods. The primary
products sold to the retail supermarket industry are soft pretzels
and Italian ice.frozen juice treats and desserts. Additionally, the Company
sells soft pretzels, frozen carbonated beverages and various other food products
direct to the public through BAVARIAN PRETZEL BAKERY and PRETZEL
GOURMET, its chains of specialty snack food retail outlets.
The Company's customers in the food service industry include
snack bars and food stands in chain, department and discount stores
such as KMart, Walmart,Kmart, Wal-Mart, Bradlees Caldor, Target and Venture Stores;Target; malls and shopping
centers; fast food outlets; stadiums and sports arenas; leisure and
theme parks such as Disneyland, Walt Disney World, Opryland,
Universal Studios, Sea World, Six Flags, Hershey Park and Busch
4
Gardens; convenience stores such as 7-Eleven, Circle K, AM/PM, White
Hen Pantry and Wawa; movie theatres; warehouse club stores such as
Sam's Club, Price Costco and B.J.'s; schools, colleges and other
institutions; and independent retailers such as Hot Sam.Mrs. Fields. Food
service concessionaires purchasing soft pretzels and other products
from the Company for use in sports arenas and for institutional meal
services include ARAMARK, Ogden, Service America, Sportservice, Marriott and
Volume Services. Machines and machine parts are sold to other food
and beverage companies. Within the food service industry, the
Company's products are purchased by the consumer primarily for
consumption at the point-of-sale.
The Company sells its products to over 90% of supermarkets in
the United States. Products sold to retail supermarket customers are
primarily soft pretzel products, including SUPERPRETZEL, LUIGI'S Real
Italian Ice and MAMA TISH'S Italian Ice and sorbets, MINUTE MAID
Juice Bars and various secondary brands.Soft Frozen Lemonade, HI-C Frozen Fruit Bars, ICEE
Squeeze Up Tubes and TIO PEPE'S churros. Within the retail
supermarket industry, the Company's frozen and prepackaged products
are purchased by the consumer for consumption at home.
Marketing and Distribution
The Company has developed a national marketing program for its
products. For food service customers, this marketing program includes
providing ovens, mobile merchandisers, display cases, warmers, frozen
carbonated beverage dispensers and other merchandising equipment for the
individual customer's requirements and point-of-sale materials as
well as participating in trade shows and in-store demonstrations.
The Company's ongoing advertising and promotional campaigns for its
retail supermarket products include trade shows, newspaper
advertisements with coupons, and in-store demonstrations, billboards and,
periodically, television advertisements.
The Company's products are sold through a network of about 160180
food brokers and over 1,000 independent sales distributors and the
Company's own direct sales force. The Company maintains frozen
warehouse and distribution facilities in Pennsauken and Bellmawr, New
Jersey; Vernon (Los Angeles) California; Cicero, Illinois; Scranton, Pittsburgh,
Hatfield and Lancaster, Pennsylvania; Carrollton (Dallas), Texas; and
Solon, Ohio. Frozen carbonated beverages are distributed from 3894 Company managed
warehouse and distribution facilities located in 2241 states, Mexico
and Canada which allow the Company to directly service its customers
in the surrounding areas. As a result of the
acquisition of a controlling interest in National ICEE
Corporation on December 8, 1997, frozen carbonated beverages are
distributed from an additional 60 warehouse and distribution
facilities located in 21 states. The Company's products are shipped in
refrigerated and other vehicles from the Company's manufacturing and
warehouse facilities on a fleet of Company operated tractor-trailers,
trucks and vans, as well as by independent carriers.
5
Seasonality
The Company's sales are seasonal because frozen carbonated
beverage sales
and Italian icefrozen juice treats and desserts sales are generally higher
during the warmer months and sales of the Company's retail stores are
generally higher in the Company's first quarter during the holiday
shopping season.
Trademarks and Patents
The Company has numerous trademarks, the most important of which
are SUPERPRETZEL, DUTCH TWIST, TEXAS TWIST, MR. TWISTER, SOFT PRETZEL
BITES and SOFTSTIX for its soft pretzel products; FROSTAR, SHAPE-UPS,
MAZZONE'S, MAMA TISH'S and LUIGI'S for its frozen juice treats and
desserts; TIO PEPE'S for its churros; ARCTIC BLAST for its frozen
carbonated beverages; FUNNEL CAKE FACTORY for its funnel cake products, PRIDE O' THE FARMand MRS.
GOODCOOKIE and CAMDEN CREEK for its cookies, muffins and other baked goods; and TANGO WHIP for its
whipped fruit drinks.goods. The trademarks, when
renewed and continuously used, have an indefinite term and are
considered important to the Company as a means of identifying its
products.
Taking into account the acquisition of a controlling
interest in National ICEE Corporation on December 8, 1997, theThe Company markets frozen carbonated beverages under the trademark ICEE in
all of the Continental United States, except for portions of foureleven
states, and in Mexico and Canada. Additionally, the Company has the
international rights to the trademark ICEE.
The Company has fournumerous patents related to frozen carbonated
beverage dispensers, including a countertop unit. One expires in
2005the manufacturing
and three expire in 2006. The Company also has two process
patents for dessert products which expire in 2010 and 2012.marketing of its products.
Supplies
The Company's manufactured products are produced from raw
materials which are readily available from numerous sources. With
the exception of the Company's soft pretzel twisting equipment and
funnel cake production equipment, which are made for J & J by
independent third parties, and certain specialized packaging
equipment, the Company's manufacturing equipment is readily available
from various sources. Syrup for frozen carbonated beverages is purchased from
the Coca Cola Company, the Pepsi Cola Company, and Western Syrup
Company. Cups, straws and lids are readily available from various
suppliers. Parts for frozen carbonated beverage dispensing machines are
manufactured internally and purchased from other sources. Frozen carbonated
beverage dispensers are purchased from IMI Cornelius, Inc.
Competition
Snack food and baked goods markets are highly competitive. The
Company's principal products compete against similar and different
food products manufactured and sold by numerous other companies,
6
some of which are substantially larger and have greater resources
than the Company. As the soft pretzel, frozen juice treat and
dessert, baked goods and related markets grow, additional competitors
and new competing products may enter the markets. Competitive factors
in these markets include product quality, customer service, taste,
price, identity and brand name awareness, method of distribution and
sales promotions.
The Company believes it is the only national distributor of soft
pretzels. However, there are numerous regional and local
manufacturers of food service and retail supermarket soft pretzels.
Competition is also increasing in that there are several chains of
retail pretzel stores whichthat have been
aggressively expandingexpanded over the past
several years. These chains compete with the Company's products.
In Frozen Carbonated Beverages the Company competes directly with other
frozen carbonated beverage companies. These include several companies which
have the right to use the ICEE name in portions of foureleven states.
There are many other regional frozen
carbonated beverage competitors throughout
the country and one large retail chain which uses its own frozen carbonated
beverage brand.
The Company competes with large soft drink manufacturers for
counter and floor space for its frozen carbonated beverage dispensing machines
at retail locations and with products which are more widely known
than the ICEE and ARCTIC BLAST frozen carbonated beverages.
The Company competes with a number of other companies in the
frozen juice treat and dessert and baked goods markets.
Divestitures
During the third quarter of fiscal year 1995, the Company
sold its syrup and flavor manufacturing subsidiary, Western Syrup
Company, to an unrelated third party for cash and notes. The
Company does not anticipate that the sale of Western will have a
material impact on its operations or financial position.
Employees
The Company had approximately 1,7002,200 full and part time employees as
of September 27, 1997.30, 2000. Certain production and distribution
employees at the Pennsauken plant are covered by a collective
bargaining agreement which expires in September 1999.
Production employees at the Cicero plant are covered by a
collective bargaining agreement which expires in September 1998.2002. The Company
considers its employee relations to be good.
Year 2000
The Company anticipates that its computer systems and
applications will be modified for the year 2000 by the end of
calendar year 1998. The Company anticipates the cost of
conversion to be included as part of its normal ongoing systems'
maintenance cost.7
Item 2. Properties
The Company's primary east coast manufacturing facility is
located in Pennsauken, New Jersey in a 70,000 square foot building on
a two acre lot. Soft pretzels and churros are manufactured at this
company-owned facility which also serves as the Company's corporate
headquarters. This facility operates at approximately 80% of
capacity. The Company leases a 101,200 square foot building adjacent
to its manufacturing facility in Pennsauken, New Jersey through March
2012. The Company has constructed a large freezer within this
facility for warehousing and distribution purposes. The warehouse
has a utilization rate of 60-90% depending on product demand. The
Company also leases through September 19982001 16,000 square feet of
office and warehouse space located next to the Pennsauken, New Jersey
plant.
The Company owns a 150,000 square foot building on eight acres
in Bellmawr, New Jersey. Approximately 60%30% of the facility is leased
to a third party. The remainder is used by the Company to
manufacture some of its products including funnel cake, pretzels and
pretzels.cookies.
The Company's primary west coast manufacturing facility is
located in Vernon (Los Angeles), California. It consists of a
137,000 square foot facility in which soft pretzels, churros and
various lines of baked goods are produced and warehoused. Included
in the 137,000 square foot facility is a 30,000 square foot freezer
used for warehousing and distribution purposes which was constructed
in 1996. The facility is leased through November 2010. The Company
leases an additional 15,000 square feet of warehouse space, adjacent
to its manufacturing facility, through May 2002. The manufacturing
facility operates at approximately 60% of capacity.
The Company owns a 52,700 square foot building located on five
acres in Chicago Heights, Illinois which is leased to a
third party.presently for sale or
lease.
The Company owns a 26,00046,000 square foot frozen juice treat and
dessert manufacturing facility located on three acres in Scranton,
Pennsylvania. Construction to expand theThe facility, to
45,000which was expanded from 26,000 square
feet began in October 1997 with an expected
completion date of Spring 1998.
The Company leases a 9,000 square foot Italian ice and
frozen dessert manufacturing facility in Cicero, Illinois through
May 1998. The facility1998, operates at approximately 50%60% of capacity.
The Company leases a 29,635 square foot soft pretzel
manufacturing facility located in Hatfield, Pennsylvania. The lease
runs through June 2017. The facility operates at approximately two
thirds of capacity.
The Company leases a 19,200 square foot soft pretzel
manufacturing facility located in Carrollton, Texas. The lease
runs through February 1999.April 2004. The facility operates at less than 50% of
capacity.
8
The Company's fresh bakery products manufacturing facility and
offices are located in Bridgeport, New Jersey in two buildings
totaling 94,320 square feet. The buildings are leased through
November 2011 and December 2012, if options to extend are exercised.
The manufacturing facility operates at approximately 50% of capacity.
The Company's Bavarian Pretzel Bakery headquarters and warehouse
and distribution facilities are located in a 11,000 square foot owned
building in Lancaster, Pennsylvania.
The Company owns a 25,000 square foot facility located on 11
acres in Hatfield, Pennsylvania which is currently vacant.leased to a third party.
The Company also leases approximately 100 warehouse and
distribution facilities.
Item 3. Legal Proceedings
The Company has no material pending legal proceedings, other
than ordinary routine litigation incidental to the business, to which
the Company or any of its subsidiaries is a party or of which any of
their property is subject.
Item 4. Submission Of Matters To A Vote Of Security Holders
None.
9
EXECUTIVE OFFICERS OF THE REGISTRANT
The following is a list of the executive officers of the Company
and their principal past occupations or employment. All such persons
serve at the pleasure of the Board of Directors and have been elected
to serve until the Annual Meeting of Shareholders on February 4, 19988, 2001
or until their successors are duly elected.
Name Age Position
Gerald B. Shreiber 5659 Chairman of the Board, President,
Chief Executive Officer and
Director
Dennis G. Moore
4245 Senior Vice President, Chief
Financial Officer, Secretary,
Treasurer and Director
Robert M. Radano 4851 Senior Vice President, Sales,
Chief Operating Officer and
Director
Robyn Shreiber Cook 37 Senior Vice President
Dan Fachner 3740 President of ICEE-USA Corp.The ICEE Company
Subsidiary
Gerald B. Shreiber is the founder of the Company and has served
as its Chairman of the Board, President, and Chief Executive Officer
since its inception in 1971. His term as a director expires in 2000.
Dennis G. Moore joined the Company in 1984. He served in
various controllership functions prior to becoming the Chief
Financial Officer in June 1992. His term as a director expires in
2002.
Robert M. Radano joined the Company in 1972 and in May 1996 was
named Chief Operating Officer of the Company. Prior to becoming
Chief Operating Officer, he was Senior Vice President, Sales
responsible for national foodservice sales of J & J. His term as a
director expires in 2001.
Robyn Shreiber Cook joined the Company in 1982 and in
February 1996 was named Senior Vice President, West with
operating and sales responsibilities for the Company's West Coast
foodservice and bakery business. Prior to becoming Senior Vice
President, West she was responsible for Western region food
service sales.
Dan Fachner has been an employee of ICEE-USA Corp., which was
acquired by the Company in May 1987, since 1979. He was named Senior
Vice President of ICEE-USA Corp.The ICEE Company in April 1994 and became President
in May 1997.
10
PART II
Item 5. Market For Registrant's Common Stock And
Related Stockholder Matters
The Company's common stock is traded on the over-the-counter
market on the NASDAQ National Market System under the symbol JJSF.
The following table sets forth the high and low final sale price
quotations as reported by NASDAQ for the common stock for each
quarter of the years ended September 28, 199625, 1999 and September 27, 1997.30, 2000.
High Low
Fiscal 19961999
First qarterquarter ended December 30, 1995 13-1/26, 1998 22-1/2 15-3/4 11
Second quarter ended March 30, 1996 12-3/4 1127, 1999 25 19-5/16
Third quarter ended June 29, 1996 13-3/4 11-3/8
Fourth quarter ended September 28, 1996 12-1/8 9-7/8
Fiscal 1997
First quarter ended December 28, 1996 14-1/8 10-5/8
Second quarter ended March 29, 1997 14-1/8 10-1/2
Third quarter ended June 28, 1996 16-1/8 11-1/26, 1999 24 19-3/4
Fourth quarter ended September 27, 1997 17-1/25, 1999 24-7/16 20-1/4
14-1/Fiscal 2000
First quarter ended December 25, 1999 22-3/4 15-1/2
Second quarter ended March 25, 2000 21-7/8 16-13/16
Third quarter ended June 24, 2000 20-1/2 14
Fourth quarter ended September 30, 2000 19 12-1/2
On November 30, 1997,2000, there were 8,872,0678,414,793 shares of common
stock outstanding. Those shares were held by approximately 2,200
beneficial shareholders and shareholders of record.
The Company has never paid a cash dividend on its common stock
and does not anticipate paying cash dividends in the foreseeable
future.
Item 6. Selected Financial Data
The information set forth under the caption "Financial
Highlights" of the 19972000 Annual Report to Shareholders is incorporated
herein by reference.
Item 7. Management's Discussion And Analysis Of
Financial Condition And Results Of Operations
The information set forth under the caption "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" of the 19972000 Annual Report to Shareholders is incorporated
herein by reference.
11
Item 7a. Quantitative And Qualitative Disclosures
About Market Risk
The following is the Company's quantitative and qualitative
analysis of its financial market risk:
Interest Rate Sensitivity
The table below provides information about the Company's
derivative financial instruments and other financial instruments
as of September 30, 2000 that are sensitive to changes in interest
rates. These instruments include debt obligations and interest
rate swaps. For debt obligations, the table presents principal
cash flows and related weighted-average interest rates by expected
maturity dates. For interest rate swaps, the table presents
notional amounts and weighted-average interest rates by expected
(contractual) maturity dates. The notional amounts are used to
calculate the contractual payments to be exchanged under the swap
contract. Weighted-average variable rates are based on implied
forward rates in the yield curve at the reporting date.
Expected Maturity Date
($ in thousands)
There Fair
2001 2002 2003 2004 2005 after Total Value
Liabilities
Long-term debt
Fixed rate $ 186 $ 113 $ 368 $ - $ - $5,000 $ 5,667 $ 5,667
Average
interest
rate 8.66% 9.50% 9.27% - - 7.25% 7.47%
Variable
rate $ 2,000 - - $37,000 - - $39,000 $39,000
Average
interest
rate 7.34% - - 7.34% - - 7.34%
Interest Rate Swaps
Receive
variable/
pay fixed $13,000 $8,000 $2,000 $ - $ - $ - $23,000 $ 206
Average
pay rate 6.84% 6.84% 6.84% - - - 6.84%
Average
Receive
Rate 6.11% 6.11% 6.11% - - - 6.11%
Interest Rate Risk
The Company holds long-term debt with variable interest rates
indexed to LIBOR, which exposes it to the risk of increased
interest costs if interest rates rise. To reduce the risk related
to unfavorable interest rate movements, the Company enters into
interest rate swap contracts to pay a fixed rate and receive a
variable rate that is indexed to LIBOR. The ratio of the swap
notional amount to the principal amount of variable rate debt
issued changes periodically based on the Company's ongoing
assessment of the future trend in interest rate movements. At
September 30, 2000, this ratio was 70 percent and no change in the
ratio is expected at the current time. The percentage of variable
rate debt fixed under interest rate swap contracts is expected to
decrease as scheduled debt payments are made.
12
Foreign Exchange Rate Risk
The Company has not entered into any forward exchange contracts
to hedge its foreign currency rate risk as of September 30, 2000
because it does not believe its foreign exchange exposure is
significant.
Item 8. Financial Statements And Supplementary Data
The following consolidated financial statements of the Company
set forth in the 19972000 Annual Report to Shareholders are incorporated
herein by reference:
Consolidated Balance Sheets as of September 27, 199730, 2000 and
September 28, 199625, 1999
Consolidated Statements of Earnings for the fiscal years ended
September 27, 1997,30, 2000, September 28, 199625, 1999 and September 30, 199526,
1998
Consolidated Statement of Stockholders' Equity for the three
fiscal years ended September 27, 199730, 2000
Consolidated Statements of Cash Flows for the fiscal years
ended September 27, 1997,30, 2000, September 28, 199625, 1999 and September
30, 199526, 1998
Notes to Consolidated Financial Statements
Report of Independent Certified Public Accountants
Item 9. Changes In And Disagreements With Accountants On
Accounting And Financial Disclosure
None.
13
PART III
Item 10. Directors And Executive Officers Of The Registrant
Information concerning directors, appearing under the captions
"Information Concerning Nominee For Election To Board" and
"Information Concerning Continuing Directors And Executive Officers"
in the Company's Proxy Statement filed with the Securities and
Exchange Commission in connection with the Annual Meeting of
Shareholders to be held on February 4, 1998,8, 2001, is incorporated herein
by reference. Information concerning the executive officers is
included on page 10 following Item 4 in Part I hereof.
Item 11. Executive Compensation
Information concerning executive compensation appearing in the
Company's Proxy Statement under the caption "Management Remuneration"
is incorporated herein by reference.
Item 12. Security Ownership Of Certain Beneficial Owners And
Management
Information concerning the security ownership of certain
beneficial owners and management appearing in the Company's Proxy
Statement under the caption "Principal Shareholders" is incorporated
herein by reference.
Item 13. Certain Relationships And Related Transactions
Not applicable.
14
PART IV
Item 14. Exhibits, Financial Statement Schedules And
Reports On Form 8-K
(a)Financial Statements
The following are incorporated by reference in Part II of this
report:
Report of Independent Certified Public Accountants
Consolidated Balance Sheets as of September 27, 199730, 2000 and
September 28, 199625, 1999
Consolidated Statements of Earnings for the fiscal years ended
September 27, 1997,30, 2000, September 28, 199625, 1999 and September 30, 199526,
1998
Consolidated Statement of Stockholders' Equity for the three
fiscal years ended September 27, 199725, 1999
Consolidated Statements of Cash Flows for the fiscal years ended
September 27, 1997,30, 2000, September 28, 199625, 1999 and September 30, 199526,
1998
Notes to Consolidated Financial Statements
Financial Statement Schedule
The following are included in Part IV of this report:
Page
Report of Independent Certified Public
Account-
antsAccountants on Schedule 1719
Schedule:
II. ValuationValue and Qualifying Accounts 1820
All other schedules are omitted either because they are not
applicable or because the information required is contained in the
financial statements or notes thereto.
Exhibits
3.1 Amended and Restated Certificate of Incorporation filed
February 28, 1990. (Incorporated by reference from the
Company's Form 10-Q dated May 4, 1990.)
3.2 Amended and Restated Bylaws adopted May 15, 1990.
(Incorporated by reference from the Company's Form 10-Q
dated August 3, 1990.)
15
4.1 New Jersey Economic Development Authority Economic
Development Revenue Bonds Trust Indenture dated as of
December 1, 1991. (Incorporated by reference from the
Company's 10-K dated December 18, 1992.)
4.2 Loan Agreement dated as of December 19, 2000 by and
among J & J Snack Foods Corp. and certain of its
Subsidiaries and Fleet National Bank, as Agent.
10.1 Proprietary Exclusive Manufacturing Agreement dated
July 17, 1984 between J & J Snack Foods Corp. and Wisco
Industries, Inc. (Incorporated(Incorporated by reference from the
Company's Form S-1 dated February 4, 1986, file no. 33-2296.)33-
2296).
10.2*J & J Snack Foods Corp. Stock Option Plan.
(Incorporated by reference from the Company's Form S-8
dated July 24, 1992, file no. 33-50036.)
10.3*J & J Snack Foods Corp. 401(K)401(k) Profit Sharing Plan, As
Amended, Effective January 1, 1989. Incorporated(Incorporated by
reference from the Company's 10-K dated December 18,
1992.)
10.4*First, Second and Third Amendments to the J&J & J Snack
Foods Corp. 401(k)Profit Sharing Plan. (Incorporated
by reference from the Company's 10-K dated December 19,
1996).
10.6 Lease dated September 24, 1991 between J & J Snack
Foods Corp. of New Jersey and A & H Bloom Construction
Co. for the 101,200 square foot building next to the
Company's manufacturing facility in Pennsauken, New
Jersey. (Incorporated by reference from the Company's
Form 10-K dated December 17, 1991).
10.7 Lease dated August 29, 1995 between J & J Snack Foods
Corp. and 5353 Downey AssociatesAssociated Ltd for the lease of
the Vernon, CA facility. (Incorporated by reference
from the Company's Form 10-K dated December 21, 1995).
10.8*J & J Snack Foods Corp. Employee Stock Purchase Plan
(Incorporated by reference from the Company's Form S-8
dated May 16, 1996).
11.1 Computation of Earnings Per Common Share. (Page
19.10.9*Amendments to the J & J Snack Foods Corp. Stock Option
16
Plan and the J & J Snack Foods Corp. Non-Statutory
Stock Option Plan for Non-Employee Directors and Chief
Executive Officer. (Incorporated by reference from the
Company's Definitive Proxy Statement dated December 15,
1999.)
13.1 Company's 19972000 Annual Report to Shareholders (except
for the captions and information thereof expressly
incorporated by reference in this Form 10-K, the Annual
Report to Shareholders is provided solely for the
information of the Securities and Exchange Commission
and is not deemed "filed" as part of the Form 10-K.)
(Page 20.21.)
22.1 Subsidiaries of J & J Snack Foods Corp. (Page 53.54.)
24.1 Consent of Independent Certified Public Accountants.
(Page 54.55.)
27.1 Financial Data Schedule. (Page 56.)
*Compensatory Plan
(b)Reports on Form 8-K
No reports on Form 8-K have been filed by the Company during the
last quarter of the period covered by this report.
17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
J & J SNACK FOODS CORP.
December 19, 199720, 2000 By /s/ Gerald B. Shreiber
Gerald B. Shreiber,
Chairman of the Board,
President, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.
December 19, 199720, 2000 /s/ Robert M. Radano
Robert M. Radano, Senior Vice
President, Sales, Chief Operating
Officer and Director
December 19, 199720, 2000 /s/ Dennis G. Moore
Dennis G. Moore, Senior Vice
President, Chief Financial
Officer and Director
December 19, 199720, 2000 /s/ Stephen N. Frankel
Stephen N. Frankel, Director
December 19, 199720, 2000 /s/ Peter G. Stanley
Peter G. Stanley, Director
December 19, 199720, 2000 /s/ Leonard M. Lodish
Leonard M. Lodish, Director
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
J & J SNACK FOODS CORP.
December 19, 1997 By_______________________________
Gerald B. Shreiber,
Chairman of the Board,
President, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
_______________________________
December 19, 1997 Robert M. Radano
Senior Vice President, Sales,
Chief Operating Officer and
Director
_______________________________
December 19, 1997 Dennis G. Moore, Senior Vice
President, Chief Financial
Officer and Director
_______________________________
December 19, 1997 Stephen N. Frankel, Director
_______________________________
December 19, 1997 Peter G. Stanley, Director
________________________________
December 19, 1997 Leonard M. Lodish, Director
1618
REPORT OF INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS ON SCHEDULE
Board of Directors
J & J Snack Foods Corp.
In connection with our audit of the consolidated financial
statements of J & J Snack Foods Corp. and Subsidiaries referred to in
our report dated November 4,
1997 (except for Note Q, as to which the date is December 8, 1997),7, 2000 which is included in the Annual
Report to Shareholders and incorporated by reference in Part II of
this form, we have also audited Schedule II for each of the three
fiscal years in the period ended September 27, 1997 (5230, 2000 (53 weeks, 5352
weeks and 52 weeks,
respectively)weeks). In our opinion, this schedule presents fairly,
in all material respects, the information required to be set forth
therein.
GRANT THORNTON LLP
Philadelphia, Pennsylvania
November 4, 19977, 2000 (except for Note Q,Notes B and G, as to which the date is
December 8, 1997)
17November 20, 2000)
19
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Opening Charged to Closing
Year Description balance expense Deductions balance
1997 AllowanceBalance
2000 Allow. for doubtful accounts $257,000 $252,000 $117,000(1) $392,000
1996 Allowanceaccts $806,000 $1,384,000 617,000(1) $1,573,000
1999 Allow. for doubtful accounts 271,000 64,000 78,000(1) 257,000
1995 Allowanceaccts 597,000 321,000 112,000(1) 806,000
1998 Allow. for doubtful accounts 296,000 81,000 106,000(1) 271,000
__________accts 392,000 250,000 45,000(1) 597,000
(1) Write-off uncollectible accounts receivable.
1820