UNITED STATES

 

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

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the period ended December 30, 2017June 27, 2020

or

 

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Commission File Number:     0-14616

J & J&J SNACK FOODS CORP.

(Exact name of registrant as specified in its charter)

 

New Jersey

22-1935537

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

                                       

6000 Central Highway, Pennsauken, NJNew Jersey 08109

(Address of principal executive offices)

 

Telephone (856) 665-9533

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, no par valueJJSFThe NASDAQ Global Select Market

                                                                                  

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.

               X     Yes                              No

☒     Yes☐     No

                                              

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

               X     Yes                              No

☒     Yes☐     No

               

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

(X)  

Accelerated filer

(  )Accelerated filer 
  Smaller reporting company 
Non-accelerated filer  

Non-accelerated filer

(  )

(Do not check if a smaller reporting company)

Smaller reporting company

(  )

Emerging growth company

(  )

           

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

              ☐     Yes                         X    No

 

As January 25, 2018of July 24,2020 there were 18,678,47318,894,908 shares of the Registrant’s Common Stock outstanding.

 



 

INDEX

  

Page

Number

Part I.

Financial Information

Item l.

Consolidated Financial Statements

Consolidated Balance Sheets – June 27, 2020 (unaudited) and September 28, 20193

Consolidated Statements of (Loss) Earnings (unaudited) – Three and nine months ended June 27, 2020 and June 29, 2019

4

 

 

 

Item l.

Consolidated Financial Statements

Consolidated Balance Sheets – December 30, 2017 (unaudited) and September 30, 2017

3

Consolidated Statements of Earnings (unaudited)  – Three months ended December 30, 2017 and December 24, 2016

4

Consolidated Statements of Comprehensive (Loss) Income (unaudited) – Three Monthsand nine months Ended December 30, 2017June 27, 2020 and December 24, 2016June 29, 2019

5

 

 

Consolidated Statements of Changes In Stockholders’  Equity (unaudited) – Three and nine months Ended June 27, 2020 and June 29, 2019
6

Consolidated Statements of Cash Flows (unaudited) – Three Nine Months Ended December 30, 2017June 27, 2020 and December 24, 2016June 29, 20197

6

Notes to the Consolidated Financial Statements (unaudited)8
   

Notes to the Consolidated Financial Statements (unaudited)

7

Item 2.

Management’sManagement’s Discussion and Analysis of Financial Condition and Results of Operations

19

27

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

23

31

Item 4.

Controls and Procedures

2331

Part II.

Other Information

Item 6. 

Exhibits

24

32

 


2

 

J & J SNACK FOODS CORP. AND SUBSIDIARIES

J & J SNACK FOODS CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

 

 

December 30,

  

September 30,

  

June 27,

    
 

2017

  

2017

  

2020

 

September 28,

 
 

(unaudited)

      

(unaudited)

 

2019

 

Assets

            

Current assets

         

Cash and cash equivalents

 $81,089  $90,962  $169,961  $192,395 

Marketable securities held to maturity

  49,445   59,113  58,268  51,091 

Accounts receivable, net

  109,709   124,553  116,488  140,938 

Inventories

  113,049   103,268  120,564  116,165 

Prepaid expenses and other

  3,800   3,936   13,660   5,768 

Total current assets

  357,092   381,832  478,941  506,357 
         

Property, plant and equipment, at cost

         

Land

  2,494   2,482  2,494  2,494 

Buildings

  26,582   26,741  26,582  26,582 

Plant machinery and equipment

  258,738   257,172  331,481  315,360 

Marketing equipment

  277,236   278,860  253,533  240,681 

Transportation equipment

  8,438   8,449  9,905  9,725 

Office equipment

  25,574   25,302  34,935  31,217 

Improvements

  37,999   38,003  42,291  40,626 

Construction in progress

  21,997   16,880   16,199   10,039 

Total Property, plant and equipment, at cost

  659,058   653,889  717,420  676,724 

Less accumulated depreciation and amortization

  429,217   426,308   452,707   423,276 

Property, plant and equipment, net

  229,841   227,581  264,713  253,448 
         

Other assets

        

Long-term assets

 

Goodwill

  102,511   102,511  123,033  102,511 

Other intangible assets, net

  60,453   61,272  81,117  54,922 

Marketable securities held to maturity

  82,066   60,908  28,863  79,360 

Marketable securities available for sale

  30,150   30,260  13,232  19,903 

Operating lease right-of-use assets

 64,615  - 

Other

  2,904   2,864   2,772   2,838 

Total other assets

  278,084   257,815 

Total long-term assets

  313,632   259,534 

Total Assets

 $865,017  $867,228  $1,057,286  $1,019,339 
         

Liabilities and Stockholders' Equity

            

Current Liabilities

         

Current obligations under capital leases

 $339  $340 

Current finance lease liabilities

 $329  $339 

Accounts payable

  68,033   72,729  68,829  72,029 

Accrued insurance liability

  11,215   10,558  12,131  10,457 

Accrued liabilities

  10,491   7,753  6,951  7,808 

Current operating lease liabilities

 13,913  - 

Accrued compensation expense

  11,764   19,826  14,814  21,154 

Dividends payable

  8,400   7,838   10,873   9,447 

Total current liabilities

  110,242   119,044  127,840  121,234 
         

Long-term obligations under capital leases

  815   904 

Noncurrent finance lease liabilities

 456  718 

Noncurrent operating lease liabilities

 56,570  - 

Deferred income taxes

  44,462   62,705  61,348  61,920 

Other long-term liabilities

  2,117   2,253  472  1,716 
         

Stockholders' Equity

            

Preferred stock, $1 par value; authorized 10,000,000 shares; none issued

  -   -  -  - 

Common stock, no par value; authorized, 50,000,000 shares; issued and outstanding 18,668,000 and 18,663,000 respectively

  18,589   17,382 

Common stock, no par value; authorized, 50,000,000 shares; issued and outstanding 18,888,000 and 18,895,000 respectively

 46,560  45,744 

Accumulated other comprehensive loss

  (12,872)  (8,875) (16,058) (12,988)

Retained Earnings

  701,664   673,815   780,098   800,995 

Total stockholders' equity

  707,381   682,322   810,600   833,751 

Total Liabilities and Stockholders' Equity

 $865,017  $867,228  $1,057,286  $1,019,339 

 

The accompanying notes are an integral part of these statements.

 


3


J & J SNACK FOODS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF (LOSS) EARNINGS
(Unaudited)

(in thousands, except per share amounts)

  

Three months ended

  

Nine months ended

 
  

June 27,

  

June 29,

  

June 27,

  

June 29,

 
  

2020

  

2019

  

2020

  

2019

 
                 

Net Sales

 $214,563  $326,701  $769,502  $874,615 
                 

Cost of goods sold

  177,367   225,352   585,002   617,155 

Gross Profit

  37,196   101,349   184,500   257,460 
                 

Operating expenses

                

Marketing

  21,952   26,398   68,532   69,792 

Distribution

  21,272   24,447   69,648   70,521 

Administrative

  8,374   10,668   28,166   29,909 

Plant shutdown impairment costs

  5,072   -   5,072   - 

Other general (income) expense

  (54)  794   (183)  1,343 

Total operating expenses

  56,616   62,307   171,235   171,565 
                 

Operating (loss) income

  (19,420)  39,042   13,265   85,895 
                 

Other income (expense)

                

Investment income

  1,300   1,953   2,673   5,775 

Interest expense & other

  (7)  1,972   (60)  1,920 
                 

(Loss) earnings before income taxes

  (18,127)  42,967   15,878   93,590 
                 

Income taxes

  (5,480)  12,095   4,157   24,838 
                 

NET (LOSS) EARNINGS

 $(12,647) $30,872  $11,721  $68,752 
                 

(Loss) earnings per diluted share

 $(0.67) $1.63  $0.62  $3.64 
                 

Weighted average number of diluted shares

  18,888   18,947   19,036   18,912 
                 

(Loss) earnings per basic share

 $(0.67) $1.64  $0.62  $3.66 
                 

Weighted average number of basic shares

  18,888   18,823   18,902   18,794 

The accompanying notes are an integral part of these statements.

4

 

J &

J&J SNACK FOODS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(Unaudited)

(in thousands)

CONSOLIDATED STATEMENTS OF EARNINGS

(Unaudited)

(in thousands, except per share amounts)

 

  

Three months ended

 
  

December 30,

  

December 24,

 
  

2017

  

2016

 
         

Net Sales

 $265,210  $225,570 
         

Cost of goods sold(1)

  191,931   159,675 

Gross Profit

  73,279   65,895 
         

Operating expenses

        

Marketing (2)

  21,576   20,335 

Distribution (3)

  21,159   18,164 

Administrative (4)

  9,356   8,098 

Other general income

  (40)  (29)

Total Operating Expenses

  52,051   46,568 
         

Operating Income

  21,228   19,327 
         

Other income (expense)

        

Investment income

  1,489   1,227 

Interest expense & other

  509   (26)
         

Earnings before income taxes

  23,226   20,528 
         

Income tax (benefit) expense

  (13,023)  6,988 
         

NET EARNINGS

 $36,249  $13,540 
         

Earnings per diluted share

 $1.93  $0.72 
         

Weighted average number of diluted shares

  18,778   18,787 
         

Earnings per basic share

 $1.94  $0.72 
         

Weighted average number of basic shares

  18,666   18,686 
  

Three months ended

  

Nine months ended

 
  

June 27,

  

June 29,

  

June 27,

  

June 29,

 
  

2020

  

2019

  

2020

  

2019

 
                 

Net (Loss) Earnings

 $(12,647) $30,872  $11,721  $68,752 
                 

Foreign currency translation adjustments

  41   496   (3,070)  (469)
                 

Total Other Comprehensive Income (loss)

  41   496   (3,070)  (469)
                 

Comprehensive (Loss) Income

 $(12,606) $31,368  $8,651  $68,283 

 

(1) Includes share-based compensation expense of $218 and $182 for the three months ended December 30, 2017 and December 24, 2016, respectively.

(2) Includes share-based compensation expense of $339 and $261 for the three months ended December 30, 2017 and December 24, 2016, respectively.

(3) Includes share-based compensation expense of $19 and $18 for the three months ended December 30, 2017 and December 24, 2016, respectively.

(4) Includes share-based compensation expense of $377 and $286 for the three months ended December 30, 2017 and December 24, 2016, respectively.

 

The accompanying notes are an integral part of these statements.

 


5

 

J & J&J SNACK FOODS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(in thousands)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(in thousands)

 

  

Three months ended

 
  

December 30,

  

December 24,

 
  

2017

  

2016

 
         

Net Earnings

 $36,249  $13,540 
         

Foreign currency translation adjustments

  (3,887)  (1,104)

Unrealized holding loss on marketable securities

  (110)  (103)
         

Total Other Comprehensive Loss

  (3,997)  (1,207)
         

Comprehensive Income

 $32,252  $12,333 
          

Accumulated

         
          

Other

         
  

Common Stock

  

Comprehensive

  

Retained

     
  

Shares

  

Amount

  

Loss

  

Earnings

  

Total

 
                     

Balance at September 28, 2019

  18,895  $45,744  $(12,988) $800,995  $833,751 

Issuance of common stock upon exercise of stock options

  5   468   -   -   468 

Foreign currency translation adjustment

  -   -   810   -   810 

Dividends declared

  -   -   -   (10,867)  (10,867)

Share-based compensation

  -   1,299   -   -   1,299 

Net earnings

  -   -   -   17,059   17,059 
                     

Balance at December 28, 2019

  18,900   47,511   (12,178)  807,187   842,520 

Issuance of common stock upon exercise of stock options

  47   5,049   -   -   5,049 

Issuance of common stock for employee stock purchase plan

  6   783   -   -   783 

Foreign currency translation adjustment

  -   -   (3,921)  -   (3,921)

Issuance of common stock under deferred stock plan

  1   90   -   -   90 

Dividends declared

  -   -   -   (10,878)  (10,878)

Share-based compensation

  -   1,088   -   -   1,088 

Repurchase of common stock

  (66)  (8,972)  -   -   (8,972)

Net earnings

  -   -   -   7,309   7,309 
                     

Balance at March 28, 2020

  18,888   45,549   (16,099)  803,618   833,068 

Foreign currency translation adjustment

  -   -   41   -   41 

Dividends declared

  -   -   -   (10,873)  (10,873)

Share-based compensation

  -   1,011   -   -   1,011 

Net loss

  -   -   -   (12,647)  (12,647)
                     

Balance at June 27, 2020

  18,888  $46,560  $(16,058) $780,098  $810,600 
                     
          

Accumulated

         
          

Other

         
  

Common Stock

  

Comprehensive

  

Retained

     
  

Shares

  

Amount

  

Loss

  

Earnings

  

Total

 
                     

Balance at September 29, 2018

  18,754  $27,340  $(11,994) $743,745  $759,091 

Issuance of common stock upon exercise of stock options

  20   1,704   -   -   1,704 

Foreign currency translation adjustment

  -   -   (1,359)  -   (1,359)

Reclass from accumulated other comprehensive gain

  -   -   (85)  85   - 

Dividends declared

  -   -   -   (9,389)  (9,389)

Share-based compensation

  -   972   -   -   972 

Net earnings

  -   -   -   17,526   17,526 
                     

Balance at December 29, 2018

  18,774   30,016   (13,438)  751,967   768,545 

Issuance of common stock upon exercise of stock options

  34   3,451   -   -   3,451 

Issuance of common stock for employee stock purchase plan

  6   772   -   -   772 

Foreign currency translation adjustment

  -   -   394   -   394 

Issuance of common stock under deferred stock plan

  1   90   -   -   90 

Dividends declared

  -   -   -   (9,405)  (9,405)

Share-based compensation

  -   914   -   -   914 

Repurchase of common stock

  -   -   -   -   - 

Net earnings

  -   -   -   20,354   20,354 
                     

Balance at March 30, 2019

  18,815   35,243   (13,044)  762,916   785,115 

Issuance of common stock upon exercise of stock options

  15   1,499   -   -   1,499 

Foreign currency translation adjustment

  -   -   496   -   496 

Dividends declared

  -   -   -   (9,413)  (9,413)

Share-based compensation

  -   1,098   -   -   1,098 

Repurchase of common stock

  -   -   -   -   - 

Net earnings

  -   -   -   30,872   30,872 
                     

Balance at June 29, 2019

  18,830  $37,840  $(12,548) $784,375  $809,667 

 

The accompanying notes are an integral part of these statements.

 


6

 

J & J SNACK FOODS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
J & J SNACK FOODS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited) (in thousands)

 

 

Three months ended

  

Nine months ended

 
 

December 30,

  

December 24,

  

June 27,

 

June 29,

 
 

2017

  

2016

  

2020

  

2019

 

Operating activities:

         

Net earnings

 $36,249  $13,540  $11,721  $68,752 

Adjustments to reconcile net earnings to net cash provided by operating activities:

         

Depreciation of fixed assets

  11,152   8,728 

Depreciation of property, plant and equipment

 37,353  33,374 

Amortization of intangibles and deferred costs

  834   1,183  2,516  2,586 

Share-based compensation

  953   748  3,421  3,006 

Deferred income taxes

  (18,265)  (74) (426) 690 

Loss on sale of marketable securities

  (8)  - 

Loss on marketable securities

 1,746  410 

Plant shutdown impairment costs

 5,072  - 

Other

  (317)  222  (309) 350 

Changes in assets and liabilities net of effects from purchase of companies

         

Decrease in accounts receivable

  14,547   5,849 

Decrease (increase) in accounts receivable

 24,634  (14,289)

Increase in inventories

  (9,933)  (6,727) (3,751) (6,257)

Decrease in prepaid expenses

  111   5,747 

Decrease in accounts payable and accrued liabilities

  (9,216)  (2,816)

(Increase) decrease in prepaid expenses

 (7,879) 957 

(Decrease) increase in accounts payable and accrued liabilities

  (7,478)  11,584 

Net cash provided by operating activities

  26,107   26,400   66,620   101,163 

Investing activities:

         

Payment for purchases of companies, net of cash acquired

 (57,197) (1,155)

Purchases of property, plant and equipment

  (14,623)  (11,399) (47,637) (42,136)

Purchases of marketable securities

  (30,865)  (8,550) (6,103) (24,056)

Proceeds from redemption and sales of marketable securities

  19,096   475  54,125  29,721 

Proceeds from disposal of property and equipment

  1,046   645 

Proceeds from disposal of property, plant and equipment

 2,852  1,463 

Other

  27   (20)  (72)  (212)

Net cash used in investing activities

  (25,319)  (18,849)  (54,032)  (36,375)

Financing activities:

         

Payments to repurchase common stock

  -   -  (8,972) - 

Proceeds from issuance of stock

  253   980  6,300  7,426 

Payments on capitalized lease obligations

  (90)  (90) (272) (33)

Payment of cash dividend

  (7,838)  (7,280)  (31,193)  (27,230)

Net cash used in financing activities

  (7,675)  (6,390)  (34,137)  (19,837)

Effect of exchange rate on cash and cash equivalents

  (2,986)  (847)  (885)  (333)

Net (decrease)increase in cash and cash equivalents

  (9,873)  314 

Net (decrease) increase in cash and cash equivalents

  (22,434)  44,618 

Cash and cash equivalents at beginning of period

  90,962   140,652   192,395   111,479 

Cash and cash equivalents at end of period

 $81,089  $140,966  $169,961  $156,097 

 

The accompanying notes are an integral part of these statements.

 


7

 

J & J SNACK FOODS CORP. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

Note 1

The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q10-Q and Rule 10-0110-01 of Regulation S-X.S-X. They do not include all information and notes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K10-K for the year ended September 30, 2017.28, 2019.

 

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position and the results of operations and cash flows.

 

The results of operations for the three and nine months ended December 30, 2017 June 27, 2020 and December 24, 2016 June 29, 2019 are not necessarily indicative of results for the full year. Sales of our frozen beverages and frozen juice bars and ices are generally higher in the third and fourth quarters due to warmer weather. Additionally, approximately 2/3 of our sales are to venues and locations that have shut down or sharply curtailed their foodservice operations as a result of COVID-19 resulting in a negative impact on our business beginning in March 2020 which we anticipate will continue to have a negative impact on our business for an undetermined length of time.

Certain prior year financial statement amounts have been reclassified to be consistent with the presentation for the current year.

 

While we believe that the disclosures presented are adequate to make the information not misleading, it is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and the notes included in the Company’sCompany’s Annual Report on Form 10-K10-K for the fiscal year ended September 30, 2017.28, 2019.

 

Note 2

Revenue Recognition

When Performance Obligations Are Satisfied

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account for revenue recognition. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.

8

The singular performance obligation of our customer contracts for product and machine sales is determined by each individual purchase order and the respective products ordered, with revenue being recognized at a point-in-time when the obligation under the terms of the agreement is satisfied and product control is transferred to our customer. Specifically, control transfers to our customers when the product is delivered to, installed or picked up by our customers based upon applicable shipping terms, as our customers can direct the use and obtain substantially all of the remaining benefits from the product at this point in time. The performance obligations in our customer contracts for product are generally satisfied within 30 days.

The singular performance obligation of our customer contracts for time and material repair and maintenance equipment service is the performance of the repair and maintenance with revenue being recognized at a point-in-time when the repair and maintenance is completed.

The singular performance obligation of our customer repair and maintenance equipment service contracts is the performance of the repair and maintenance with revenue being recognized over the time the service is expected to be performed. Our customers are billed for service contracts in advance of performance and therefore we have contract liability on our balance sheet.

Significant Payment Terms

In general, within our customer contracts, the purchase order identifies the product, quantity, price, pick-up allowances, payment terms and final delivery terms. Although some payment terms may be more extended, presently the majority of our payment terms are 30 days. As a result, we have used the available practical expedient and, consequently, do not adjust our revenues for the effects of a significant financing component.

Shipping

All amounts billed to customers related to shipping and handling are classified as revenues; therefore, we recognize revenue for shipping and handling fees at the time the products are shipped or when services are performed. The cost of shipping products to the customer is recognized at the time the products are shipped to the customer and our policy is to classify them as Distribution expenses.

Variable Consideration

In addition to fixed contract consideration, our contracts include some form of variable consideration, including sales discounts, trade promotions and certain other sales and consumer incentives, including rebates and coupon redemptions. In general, variable consideration is treated as a reduction in revenue when the related revenue is recognized. Depending on the specific type of variable consideration, we use the most likely amount method to determine the variable consideration. We believe there will be no significant changes to our estimates of variable consideration when any related uncertainties are resolved with our customers. We review and update our estimates and related accruals of variable consideration each period based on historical experience. Our recorded liability for allowances, end-user pricing adjustments and trade spending was approximately $15.9 million at June 27, 2020 and $14.8 million at September 28, 2019.

9

Warranties & Returns

We provide all customers with a standard or assurance type warranty. Either stated or implied, we provide assurance the related products will comply with all agreed-upon specifications and other warranties provided under the law. No services beyond an assurance warranty are provided to our customers.

We do not grant a general right of return. However, customers may return defective or non-conforming products. Customer remedies may include either a cash refund or an exchange of the product. We do not estimate a right of return and related refund liability as returns of our products are rare.

Contract Balances

Our customers are billed for service contracts in advance of performance and therefore we have contract liability on our balance sheet as follows:

  (in thousands) 
  

Three months ended

  Nine months ended 
  

June 27,

  

June 29,

  

June 27,

  

June 29,

 
  

2020

  

2019

  

2020

  

2019

 
                 

Beginning Balance

 $1,235  $1,655  $1,334  $1,865 

Additions to contract liability

  1,362   1,271   4,111   4,299 

Amounts recognized as revenue

  (1,311)  (1,499)  (4,159)  (4,737)

Ending Balance

 $1,286  $1,427  $1,286  $1,427 

Disaggregation of Revenue

See Note 9 for disaggregation of our net sales by class of similar product and type of customer.

Allowance for Doubtful Receivables

We provide an allowance for doubtful receivables after taking into consideration historical experience and other factors. The allowance for doubtful receivables was $1,340,000 and $572,000 at June 27, 2020 and September 28, 2019, respectively. Our allowance has increased based on our assessment of collectability considering the impact of COVID-19 on some of our customers.

10

Note 2

We recognize revenue from our products when the products are shipped to our customers. Repair and maintenance equipment service revenue is recorded when it is performed provided the customer terms are that the customer is to be charged on a time and material basis or on a straight-line basis over the term of the contract when the customer has signed a service contract. Revenue is recognized only where persuasive evidence of an arrangement exists, our price is fixed or determinable and collectability is reasonably assured. We record offsets to revenue for allowances, end-user pricing adjustments, trade spending, coupon redemption costs and returned product. Customers generally do not have the right to return product unless it is damaged or defective. We provide an allowance for doubtful receivables after taking into consideration historical experience and other factors. The allowance for doubtful receivables was $458,000 and $359,000 at December 30, 2017 and September 30, 2017, respectively.


Note 3

Depreciation of equipment and buildings is provided for by the straight-line method over the assets’ estimated useful lives. Amortization of improvements is provided for by the straight-line method over the term of the lease or the assets’ estimated useful lives, whichever is shorter. Licenses and rights, customer relationships and non-compete agreements arising from acquisitions are amortized by the straight-line method over periods ranging from 32 to 20 years. Depreciation expense was $11,152,000$12,543,000 and $8,728,000$11,484,000 for the three months ended December 30, 2017 June 27, 2020 and December 24, 2016, June 29, 2019, respectively and $37,353,000 and $33,374,000 for the nine months ended June 27, 2020 and June 29, 2019, respectively. $1,854,000 of equipment, at cost net of accumulated depreciation, was impaired in our foodservice segment as a result of the pending shutdown of our Midwest manufacturing plant.

 

Note 4

Basic earnings per common share (EPS) excludes dilution and is computed by dividing income available to common shareholders by the weighted average common shares outstanding during the period. Diluted EPS takes into consideration the potential dilution that could occur if securities (stock options) or other contracts to issue common stock were exercised and converted into common stock. Our calculation of EPS is as follows:

 

 

Three Months Ended December 30, 2017

  

Three Months Ended June 27, 2020

 
 

Income

  

Shares

  

Per Share

  

Loss

 

Shares

 

Per Share

 
 

(Numerator)

  

(Denominator)

  

Amount

  

(Numerator)

 

(Denominator)

 

Amount

 
             
 

(in thousands, except per share amounts)

  

(in thousands, except per share amounts)

 

Basic EPS

                        

Net Earnings available to common stockholders

 $36,249   18,666  $1.94 

Net Loss available to common stockholders

 $(12,647) 18,888  $(0.67)
             

Effect of Dilutive Securities

                        

Options

  -   112   (0.01)  -   -   - 
             

Diluted EPS

                        

Net Earnings available to common stockholders plus assumed conversions

 $36,249   18,778  $1.93 

Net Loss available to common stockholders plus assumed conversions

 $(12,647)  18,888  $(0.67)

 

1,000845,977 anti-dilutive shares have been excluded in the computation of EPS for the three months ended December 30, 2017.June 27, 2020.

  

Three Months Ended December 24, 2016

 
  

Income

  

Shares

  

Per Share

 
  

(Numerator)

  

(Denominator)

  

Amount

 
             
  

(in thousands, except per share amounts)

 

Basic EPS

            

Net Earnings available to common stockholders

 $13,540   18,686  $0.72 
             

Effect of Dilutive Securities

            

Options

  -   101   - 
             

Diluted EPS

            

Net Earnings available to common stockholders plus assumed conversions

 $13,540   18,787  $0.72 

 


11

 
  

Nine Months Ended June 27, 2020

 
  

Income

  

Shares

  

Per Share

 
  

(Numerator)

  

(Denominator)

  

Amount

 
             
  

(in thousands, except per share amounts)

 

Basic EPS

            

Net Earnings available to common stockholders

 $11,721   18,902  $0.62 
             

Effect of Dilutive Securities

            

Options

  -   134   - 
             

Diluted EPS

            

Net Earnings available to common stockholders plus assumed conversions

 $11,721   19,036  $0.62 

 

169,246 anti-dilutive shares have been excluded in the computation of EPS for the nine months ended June 27, 2020

  

Three Months Ended June 29, 2019

 
  

Income

  

Shares

  

Per Share

 
  

(Numerator)

  

(Denominator)

  

Amount

 
             
  

(in thousands, except per share amounts)

 

Basic EPS

            

Net Earnings available to common stockholders

 $30,872   18,823  $1.64 
             

Effect of Dilutive Securities

            

Options

  -   124   (0.01)
             

Diluted EPS

            

Net Earnings available to common stockholders plus assumed conversions

 $30,872   18,947  $1.63 

163,670 anti-dilutive shares have been excluded in the computation of EPS for the nine months ended June 29, 2019

12

 
  

Nine Months Ended June 29, 2019

 
  

Income

  

Shares

  

Per Share

 
  

(Numerator)

  

(Denominator)

  

Amount

 
             
  

(in thousands, except per share amounts)

 

Basic EPS

            

Net Earnings available to common stockholders

 $68,752   18,794  $3.66 
             

Effect of Dilutive Securities

            

Options

  -   118   (0.02)
             

Diluted EPS

            

Net Earnings available to common stockholders plus assumed conversions

 $68,752   18,912  $3.64 

163,670 anti-dilutive shares have been excluded in the computation of EPS for the nine months ended June 29, 2019

Note 5

At December 30, 2017, June 27, 2020, the Company has three stock-based employee compensation plans. Share-based compensation expense (benefit) was recognized as follows:

 

 

Three months ended

 
 

December 30,

  

December 24,

 
 

2017

  

2016

  

Three months ended

 

Nine months ended

 
 

(in thousands, except per share amounts)

  

June 27,

 

June 29,

 

June 27,

 

June 29,

 
         

2020

  

2019

  

2020

  

2019

 
         

Stock Options

 $615  $(211) $890  $663  $2,267  $1,741 

Stock purchase plan

  200   174  57  187  328  324 

Restricted stock issued to an employee

  1   1 

Stock issued to an outside director

  17   17   50   50 

Total share-based compensation

 $816  $(36) $964  $867  $2,645  $2,115 
         

The above compensation is net of tax benefits

 $137  $783  $70  $254  $822  $937 

 

The fair value of each option grant is estimated on the date of grant using the Black-Scholes options-pricing model with the following weighted average assumptions used forfor grants in fiscal 2018 first three2020nine months: expected volatility of 16.8%17.4%; risk-free interest rate of 2.1%0.3%; dividend rate of 1.2%1.8% and expected lives of 5 years.51 months.

 

During the fiscal year 2018 three2020nine month period, the Company granted 1,500161,682 stock options. The weighted-average grant date fair value of these options was $23.14.$14.40.

 

During the fiscal year 2017 three2019nine month period, the Company granted 300165,170 stock options. The weighted-average grant date fair value of these options was $15.15.$26.29.

 

13

Expected volatility is based on the historical volatility of the price of our common shares over the past 5051 months for 5 year options and 10 years for 10 year options. We use historical information to estimate expected life and forfeitures within the valuation model. The expected term of awards represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the expected life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Compensation cost is recognized using a straight-line method over the vesting or service period and is net of estimated forfeitures.

 

Note 6

We account for our income taxes under the liability method. Under the liability method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates that will be in effect when these differences reverse.  Deferred tax expense is the result of changes in deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates that will be in effect when these differences reverse.  Deferred tax expense is the result of changes in deferred tax assets and liabilities.


 

Additionally, we recognize a liability for income taxes and associated penalties and interest for tax positions taken or expected to be taken in a tax return which are more likely than not to be overturned by taxing authorities (“uncertain tax positions”).  We have not recognized a tax benefit in our financial statements for these uncertain tax positions.  

 

The total amount of gross unrecognized tax benefits is $379,000$360,000 and $374,000$414,000 on December 30, 2017 June 27, 2020 and September 30, 2017, 28, 2019, respectively, all of which would impact our effective tax rate over time, if recognized. We recognize interest and penalties related to uncertain tax positions as a part of the provision for income taxes. As of December 30, 2017 June 27, 2020, and September 30, 2017, 28, 2019, respectively, the Company has $244,000$263,000 and $239,000$279,000 of accrued interest and penalties.



In addition to our federal tax return and tax returns for Mexico and Canada, we file tax returns in all states that have a corporate income tax with virtually all open for examination for three to four years.

 

Net earnings in last year’s nine months benefitted by a reduction of approximately $900,000 in tax as the provision for the current year quarter benefited fromone time repatriation tax as a $20.9 million, or $1.11 per diluted share, gain on the remeasurementresult of deferred tax liabilities and a $2.0 million, or $0.11 per diluted share, reduction in income taxes related primarily to the lower corporate tax rate enacted under the Tax Cuts and JobsJob Act of 2017 was reduced as the amount recorded the year prior was an estimate. Excluding the reduction in December 2017. Net earnings were impacted by a $1.2 million, or $.06 per diluted share,the provision for the one time repatriation tax required under the new tax law. Excluding the deferred tax gain and the one time-time repatriation tax, our effective tax rate decreased to 28.6% from 34.0%was 27.5% in the prior year quarter reflecting the reduction in the federal statutory rate to 21% from 35% for the remaining three quarters of fiscal 2018. The gain on the remeasurement of deferred tax liabilities and the one time repatriation tax are preliminary estimates.

On December 22, 2017, the SEC issued guidance under Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”) directing taxpayers to consider the impact of the U.S. legislation as “provisional” when it does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the change in tax law. In accordance with SAB 118, the estimated income tax net benefit of $21.7 million represents our best estimate based on interpretation of the U.S. legislation as we are still accumulating data to finalize the underlying calculations, or in certain cases, the U.S. Treasury is expected to issue further guidance on the application of certain provisions of the U.S. legislation. In accordance with SAB 118, the additional estimated income tax net benefit of $21.7 million is considered provisional and will be finalized before December 22, 2018.last year’s nine months.   

 


Note 7

In May 2014 and in subsequent updates, February 2016, the FASB issued guidance on revenue recognitionlease accounting which requires that an entity recognize most leases on its balance sheet. The guidance retains a dual lease accounting model for purposes of income statement recognition, continuing the distinction between what are currently known as “capital” and “operating” leases for lessees. We adopted the guidance on September 29, 2019 using this alternate transition method, but we recognize revenuedid not record a cumulative-effect adjustment from initially applying the standard. We elected the package of practical expedients that permits us not to depictreassess our prior conclusions about lease identification, lease classification and initial direct costs and made an accounting policy election to exclude short-term leases with an initial term of 12 months or less from our Consolidated Balance Sheets. We have completed the transferimplementation of promised goods or servicesa lease accounting system to customers in an amount thatenable the preparation of financial information and have implemented relevant accounting policies and internal controls surrounding the lease accounting process. As a result of adoption, we recognized a right-of-use asset and lease liability of $71 million and $72 million, respectively. The right-of-use asset balance reflects the consideration which we expect to be entitledreclassification of deferred rent and prepaid rent against the initial asset. The adoption did not impact our results of operations or cash flows. See additional lease disclosures in exchange for those goods or services. We have performed a review of the requirements of the new revenue standard and are in the process of reviewing customer contracts and applying the five-step model of this new guidance to each contract category we have identified and will compare the results to our current accounting practices. We plan to adopt this guidance on the first day of our fiscal 2019 year. We will apply the modified retrospective transition method, which would result in an adjustment to retained earnings for the cumulative effect, if any, of applying the standard to contracts in process as of the adoption date. Under this method, we would not restate the prior financial statements presented. Therefore, this guidance would require additional disclosures of the amount by which each financial statement line item is affected in the fiscal year 2019 reporting period. Our analysis indicates that the impact of this guidance on our consolidated financial statements will not be material. Note 14.

 

14

In JanuaryJune 2016, the FASB issued guidance which requires an entityto update the methodology used to measure equity investments at fair value with changes in fair value recognized in net income,current expected credit losses (CECL). This guidance applies to use the price that would be received by a seller  when measuring the fair value of financial instruments for disclosure purposes, and which eliminates the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instrumentsassets measured at amortized cost, on the balance sheet.  Under present guidance, changesincluding loans, held-to-maturity debt securities, net investments in fair value of equity investments are recognized in Stockholders’ Equity.leases, and trade accounts receivable as well as certain off-balance sheet credit exposures, such as loan commitments. This guidance isreplaces the current incurred loss impairment methodology with a methodology to reflect CECL and requires consideration of a broader range of reasonable and supportable information to explain credit loss estimates. The guidance must be adopted using a modified retrospective transition method through a cumulative-effect adjustment to retained earnings/(deficit) in the period of adoption. This guidance will be effective forbeginning in the first quarter of our fiscal year ended September 2019.2021.  Early adoption is not permitted. We do not anticipate thatare currently evaluating the adoption ofimpact this new guidance will have a material impact on our consolidated financial statements.

In February 2016, the FASB issued guidance on lease accounting which requires that an entity recognize most leases on its balance sheet.  The guidance retains a dual lease accounting model for purposes of income statement recognition, continuing the distinction between what are currently known as “capital” and “operating” leases for lessees.  This guidance is effective for our fiscal year ended September 2020.  While we continue to evaluate the effect of adopting this guidance on our consolidated financial statements and related disclosures,disclosures.

Note 8

Inventories consist of the following:

  

June 27,

  

September 28,

 
  

2020

  

2019

 
  

(unaudited)

     
  

(in thousands)

 
         

Finished goods

 $51,456  $53,225 

Raw materials

  24,679   22,146 

Packaging materials

  10,525   9,703 

Equipment parts and other

  33,904   31,091 

Total Inventories

 $120,564  $116,165 

       $2.0 million of inventory was written down in the quarter as we expect our operating leases, willconsider it to be subject to the new standard. We will recognize right-of-use assets and operating lease liabilities on our consolidated balance sheets upon adoption, which will increase our total assets and liabilities. We anticipate that the impact of this guidance on our financial statements will be material.unsaleable.

  


15


Note 8

Inventories consist of the following:

  

December 30,

  

September 30,

 
  

2017

  

2017

 
  

(unaudited)

     
  

(in thousands)

 
         

Finished goods

 $51,808  $45,394 

Raw materials

  25,291   22,682 

Packaging materials

  9,765   8,833 

Equipment parts and other

  26,185   26,359 

Total Inventories

 $113,049  $103,268 

Note 9

We principally sell our products to the food service and retail supermarket industries. Sales and results of our frozen beverages business are monitored separately from the balance of our food service business because of different distribution and capital requirements. We maintain separate and discrete financial information for the three operating segments mentioned above which is available to our Chief Operating Decision Makers.

 

Our three reportable segments are Food Service, Retail Supermarkets and Frozen Beverages. All inter-segment net sales and expenses have been eliminated in computing net sales and operating income. These segments are described below.below.

 

Food Service

 

The primary products sold by the food service group are soft pretzels, frozen juice treats and desserts, churros, dough enrobed handheld products and baked goods. Our customers in the food service industry include snack bars and food stands in chain, department and discount stores; malls and shopping centers; fast food outlets; stadiums and sports arenas; leisure andtheme parks; convenience stores; movie theatres; warehouse club stores; schools, colleges and other institutions. Within the food service industry, our products are purchased by the consumer primarily for consumption at the point-of-sale.

 

Retail Supermarkets

 

The primary products sold to the retail supermarket channel are soft pretzel products – including SUPERPRETZEL, frozen juice treats and desserts including LUIGI’S Real Italian Ice, MINUTE MAID Juice Bars and Soft Frozen Lemonade, WHOLE FRUIT frozen fruit bars and sorbet, PHILLY SWIRL cups and sticks, ICEE Squeeze-Up Tubes and dough enrobed handheld products including PATIO burritos. Within the retail supermarket channel, our frozen and prepackaged products are purchased by the consumer for consumption at home.


 

Frozen Beverages

 

We sell frozen beverages and related products to the food service industry primarily under the names ICEE, SLUSH PUPPIE and PARROT ICE in the United States, Mexico and Canada. We also provide repair and maintenance service to customers for customers’ owned equipment.

 

16

The Chief Operating Decision Maker for Food Service and Retail Supermarkets and the Chief Operating Decision Maker for Frozen Beverages monthly review detailed operating income statements and sales reports in order to assess performance and allocate resources to each individual segment. Sales and operating income are key variables monitored by the Chief Operating Decision Makers and management when determining each segment’s and the company’s financial condition and operating performance. In addition, the Chief Operating Decision Makers review and evaluate depreciation, capital spending and assets of each segment on a quarterly basis to monitor cash flow and asset needs of each segment. Due to a change in management and the reporting of our MARYB’s biscuit operations, which had sales and operating income of $25,316,000 and $1,584,000, respectively, in our 2019 fiscal year, we have reclassified the operations from our Food Service segment to our Retail Supermarket segment, which is reflected in both periods reported. Information regarding the operations in these three reportable segments is as follows:

 

 

Three months ended

 
 

December 30,

  

December 24,

  

Three months ended

  

Nine months ended

 
 

2017

  

2016

  

June 27,

 

June 29,

 

June 27,

 

June 29,

 

 (unaudited)  

2020

 

2019

 

2020

 

2019

 

 (in thousands)  

Sales to External Customers:

                 

Food Service

                 

Soft pretzels

 $50,131  $41,494  $21,384  $55,867  $116,985  $154,670 

Frozen juices and ices

  7,184   7,479  8,688  13,862  25,222  30,336 

Churros

  14,592   14,438  7,321  18,888  38,466  49,793 

Handhelds

  10,252   7,479  7,448  8,550  22,084  25,339 

Bakery

  94,933   75,279  69,237  90,084  255,016  268,735 

Other

  5,172   4,128   2,543   6,105   13,628   19,576 

Total Food Service

 $182,264  $150,297  $116,621  $193,356  $471,401  $548,449 
         

Retail Supermarket

                 

Soft pretzels

 $10,512  $8,944  $12,716  $7,294  $34,874  $28,309 

Frozen juices and ices

  9,727   9,851  33,322  26,515  59,279  52,179 

Biscuits

 8,151  5,215  21,759  19,437 

Handhelds

  3,026   3,450  3,257  3,063  9,135  8,110 

Coupon redemption

  (751)  (1,259) (807) (962) (2,216) (2,163)

Other

  562   633   863   642   1,668   1,341 

Total Retail Supermarket

 $23,076  $21,619  $57,502  $41,767  $124,499  $107,213 
         

Frozen Beverages

                 

Beverages

 $34,303  $28,276  $16,456  $56,937  $83,606  $121,976 

Repair and maintenance service

  19,004   18,091  17,259  22,514  61,524  62,291 

Machines sales

  6,313   7,039 

Machines revenue

 6,363  11,810  27,254  33,875 

Other

  250   248   362   317   1,218   811 

Total Frozen Beverages

 $59,870  $53,654  $40,440  $91,578  $173,602  $218,953 
         

Consolidated Sales

 $265,210  $225,570  $214,563  $326,701  $769,502  $874,615 
         

Depreciation and Amortization:

                 

Food Service

 $7,098  $5,732  $7,050  $6,973  $21,208  $19,911 

Retail Supermarket

  290   278  468  335  1,156  990 

Frozen Beverages

  4,598   3,901   5,864   5,015   17,505   15,059 

Total Depreciation and Amortization

 $11,986  $9,911  $13,382  $12,323  $39,869  $35,960 
         

Operating Income :

        

Operating (Loss)Income:

         

Food Service

 $15,900  $17,054  $(18,242) $21,030  $7,743  $57,909 

Retail Supermarket

  2,558   1,046  7,910  3,775  14,464  9,025 

Frozen Beverages

  2,770   1,227   (9,088)  14,237   (8,942)  18,961 

Total Operating Income

 $21,228  $19,327 

Total Operating (Loss) Income

 $(19,420) $39,042  $13,265  $85,895 
         

Capital Expenditures:

                 

Food Service

 $9,441  $6,587  $7,865  $8,665  $26,599  $23,346 

Retail Supermarket

  -   82  390  597  1,625  1,730 

Frozen Beverages

  5,182   4,730   2,397   6,523   19,413   17,060 

Total Capital Expenditures

 $14,623  $11,399  $10,652  $15,785  $47,637  $42,136 
         

Assets:

                 

Food Service

 $635,988  $594,963  $729,331  $751,641  $729,331  $751,641 

Retail Supermarket

  21,531   22,128  33,766  24,825  33,766  24,825 

Frozen Beverages

  207,498   177,082   294,189   219,224   294,189   219,224 

Total Assets

 $865,017  $794,173  $1,057,286  $995,690  $1,057,286  $995,690 

 


17


Note 10

Our three reporting units, which are also reportable segments, are Food Service, Retail Supermarkets and Frozen Beverages.

 

The carrying amounts of acquired intangible assets for the Food Service, Retail Supermarkets and Frozen Beverage segments as of December 30, 2017 June 27, 2020 and September 30, 2017 28, 2019 are as follows:

 

 

December 30, 2017

  

September 30, 2017

  

June 27, 2020

  

September 28, 2019

 
 

Gross

      

Gross

      

Gross

     

Gross

    
 

Carrying

  

Accumulated

  

Carrying

  

Accumulated

  

Carrying

 

Accumulated

 

Carrying

 

Accumulated

 
 

Amount

  

Amortization

  

Amount

  

Amortization

  

Amount

  

Amortization

  

Amount

  

Amortization

 
 

(in thousands)

      

(in thousands)

    

FOOD SERVICE

                         
 

Indefinite lived intangible assets

                         

Trade Names

 $16,628  $-  $16,628  $- 

Trade names

 $10,408  $-  $10,408  $- 
                 

Amortized intangible assets

                         

Non compete agreements

  980   302   980   263  670  603  858  665 

Customer relationships

  20,510   7,011   20,510   6,476  19,737  11,247  19,900  9,954 

License and rights

  1,690   1,080   1,690   1,058   1,690   1,291   1,690   1,227 

TOTAL FOOD SERVICE

 $39,808  $8,393  $39,808  $7,797  $32,505  $13,141  $32,856  $11,846 
                 

RETAIL SUPERMARKETS

                         
                 

Indefinite lived intangible assets

                         

Trade Names

 $6,557  $-  $6,557  $- 

Trade names

 $12,750  $-  $12,750  $- 
                 

Amortized Intangible Assets

                         

Trade names

  649   130   649   130  676  487  676  389 

Customer relationships

  7,979   3,022   7,979   2,822   7,907   4,942   7,979   4,421 

TOTAL RETAIL SUPERMARKETS

 $15,185  $3,152  $15,185  $2,952  $21,333  $5,429  $21,405  $4,810 
                 
                 

FROZEN BEVERAGES

                         
                 

Indefinite lived intangible assets

                         

Trade Names

 $9,315  $-  $9,315  $- 

Trade names

 $9,315  $-  $9,315  $- 

Distribution rights

  6,900   -   6,900   -  34,900  -  6,900  - 
                 

Amortized intangible assets

                         

Customer relationships

  257   56   257   50  1,439  222  737  102 

Licenses and rights

  1,400   811   1,400   794   1,400   983   1,400   933 

TOTAL FROZEN BEVERAGES

 $17,872  $867  $17,872  $844  $47,054  $1,205  $18,352  $1,035 
                 

CONSOLIDATED

 $72,865  $12,412  $72,865  $11,593  $100,892  $19,775  $72,613  $17,691 

Fully amortized intangible assets have been removed from the June 27, 2020 amounts. Intangible assets of $21,769,000 were added in the frozen beverages segment from the acquisition of ICEE Distributors in the quarter ended December 28, 2019 and $6,933,000 from the acquisition of BAMA ICEE in the quarter ended March 28, 2020.

 


18

AmortizedAmortizing intangible assets are being amortized by the straight-line method over periods ranging from 32 to 20 years and amortization expense is reflected throughout operating expenses. In last year’s fiscal year, intangible assets of $6,957,000 were acquired in an ICEE distributor acquisition in our frozen beverage segment, intangible assets of $15,760,000 were acquired in the Hill & Valley acquisition in our food service segment and intangible assets fo $576,000 were acquired in the Labriola Baking acquisition, also in our food service segment. Aggregate amortization expense of intangible assets for the three months ended December 30, 2017 June 27, 2020 and December 24, 2016 June 29, 2019 was $819,000$831,000 and $1,108,000,$836,000, respectively. Aggregate amortization expense of intangible assets for the nine months ended June 27, 2020 and June 29, 2019 was $2,507,000 and $2,521,000, respectively.

 

Estimated amortization expense for the next five fiscal years is approximately $3,500,000$3,100,000 in 2018, $3,400,0002020, $2,500,000 in 2019, $3,000,000 in 2020, $2,400,000 in 2021, and $2,300,000 in 2022.2022, $2,300,000 in 2023 and $2,000,000 in 2024. The weighted amortization period of the intangible assets is 10.810.7 years.

 

Goodwill 

 

The carrying amounts of goodwill for the Food Service, Retail Supermarket and Frozen Beverage segments are as follows:

 

  

Food

  

Retail

  

Frozen

  

 

 

 

 Service  Supermarket  Beverages  Total 
  (in thousands) 

Balance at December 30, 2017

 $61,665  $3,670  $37,176  $102,511 
                 

Balance at September 30, 2017

 $61,665  $3,670  $37,176  $102,511 
  Food  Retail  Frozen     
  Service  Supermarket  Beverages  Total 
  (in thousands) 
                 

Balance at June 27, 2020

 $61,189  $4,146  $57,698  $123,033 
                 

Balance at September 28, 2019

 $61,189  $4,146  $37,176  $102,511 

 

In last year’s fiscal year, goodwillGoodwill of $1,236,000$16,973,000 was acquired in an ICEE distributor acquisition in our frozen beverage segment, goodwill of $14,175,000 was acquiredadded in the Hill & Valleyfrozen beverages segment from the acquisition of ICEE Distributors in our food service segment the quarter ended December 28, 2019 and goodwill$3,549,000 from the acquisition of $658,000 was acquiredBAMA ICEE in our Labriola Baking acquisition, also in our food service segment.the quarter ended March 28, 2020. `

 

Note 1111

We have classified our investment securities as marketable securities held to maturity and available for sale. The FASB defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the FASB has established three levels of inputs that may be used to measure fair value:

 

Level 1

Observable input such as quoted prices in active markets for identical assets or liabilities;

 


19


Level 2

Observable inputs, other than Level 1 inputs in active markets, that are observable either directly or indirectly; and

 

Level 3

Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions.

 

Marketable securities held to maturity and available for sale consist primarily of investments in mutual funds,, preferred stock and corporate bonds.  The fair values of mutual funds are based on quoted market prices in active markets and are classified within Level 1 of the fair value hierarchy.  The fair values of preferred stock, corporate bonds and certificates of deposit are based on quoted prices for identical or similar instruments in markets that are not active.  As a result, preferred stock, corporate bonds and certificates of deposit are classified within Level 2 of the fair value hierarchy. 

 

The amortized cost, unrealized gains and losses, and fair market values of our investment securities held to maturity at December 30, 2017 June 27, 2020 are summarized as follows:

 

     

Gross

  

Gross

  

Fair

      

Gross

 

Gross

 

Fair

 
 

Amortized

  

Unrealized

  

Unrealized

  

Market

  

Amortized

 

Unrealized

 

Unrealized

 

Market

 
 

Cost

  

Gains

  

Losses

  

Value

  

Cost

  

Gains

  

Losses

  

Value

 
 (in thousands)  

(in thousands)

 
                 

Corporate Bonds

 $125,591  $165  $551  $125,205  $86,171  $1,416  $75  $87,512 

Certificates of Deposit

  5,920   8   -   5,928   960   3   -   963 

Total marketable securities held to maturity

 $131,511  $173  $551  $131,133  $87,131  $1,419  $75  $88,475 

 

The amortized cost, unrealized gains and losses, and fair market values of our investment securities available for sale at December 30, 2017 June 27, 2020 are summarized as follows:

 

     

Gross

  

Gross

  

Fair

      

Gross

 

Gross

 

Fair

 
 

Amortized

  

Unrealized

  

Unrealized

  

Market

  

Amortized

 

Unrealized

 

Unrealized

 

Market

 
 

Cost

  

Gains

  

Losses

  

Value

  

Cost

  

Gains

  

Losses

  

Value

 
 (in thousands)  

(in thousands)

 
                 

Mutual Funds

 $13,003  $58  $237  $12,824  $3,588  $-  $786  $2,802 

Preferred Stock

  16,791   608   73   17,326   11,596   90   1,256   10,430 

Total marketable securities available for sale

 $29,794  $666  $310  $30,150  $15,184  $90  $2,042  $13,232 

 

The mutual funds seek current income with an emphasis on maintaining low volatility and overall moderate duration. The Fixed-to-Floating Perpetual Preferred Stock generate fixed income to call dates in 2018, 20192020 and 2025 and then income is based on a spread above LIBOR if the securities are not called. The mutual funds and Fixed-to-Floating Perpetual Preferred Stock do not have contractual maturities; however, we classify them as long term assets as it is our intent to hold them for a period of over one year, although we may sell some or all of them depending on presently unanticipated needs for liquidity or market conditions. The corporate bonds generate fixed income to maturity dates in 20172020 through 2021,2023, with $123$75 million maturing within 32 years. Our expectation is that we will hold the corporate bonds to their maturity dates and redeem them at our amortized cost.

 


20


The amortized cost, unrealized gains and losses, and fair market values of our investment securities held to maturity at September 30, 2017 28, 2019 are summarized as follows:

 

    

Gross

 

Gross

 

Fair

 
     

Gross

  

Gross

  

Fair

  

Amortized

 

Unrealized

 

Unrealized

 

Market

 
 

Amortized

  

Unrealized

  

Unrealized

  

Market

  

Cost

  

Gains

  

Losses

  

Value

 
 

Cost

  

Gains

  

Losses

  

Value

  

(in thousands)

 

 (in thousands)  

Corporate Bonds

 $114,101  $424  $155  $114,370  $127,571  $1,204  $36  $128,739 

Certificates of Deposit

  5,920   18   1   5,937   2,880   6   -   2,886 

Total marketable securities held to maturity

 $120,021  $442  $156  $120,307  $130,451  $1,210  $36  $131,625 

 

The amortized cost, unrealized gains and losses, and fair market values of our investment securities available for sale at September 30, 2017 28, 2019 are summarized as follows:

 

     

Gross

  

Gross

  

Fair

    

Gross

 

Gross

 

Fair

 
 

Amortized

  

Unrealized

  

Unrealized

  

Market

  

Amortized

 

Unrealized

 

Unrealized

 

Market

 
 

Cost

  

Gains

  

Losses

  

Value

  

Cost

  

Gains

  

Losses

  

Value

 
 (in thousands)  

(in thousands)

 
                 

Mutual Funds

 $13,003  $77  $240  $12,840  $5,549  $-  $495  $5,054 

Preferred Stock

  16,791   711   82   17,420   14,598   266   15   14,849 

Total marketable securities available for sale

 $29,794  $788  $322  $30,260  $20,147  $266  $510  $19,903 

 

The amortized cost and fair value of the Company’sCompany’s held to maturity securities by contractual maturity at December 30, 2017 June 27, 2020 and September 30, 2017 28, 2019 are summarized as follows:

 

September 24, 2011

 

December 30, 2017

  

September 30, 2017

 
 June 27, 2020  September 28, 2019 
                 
     

Fair

      

Fair

      

Fair

     

Fair

 
 

Amortized

  

Market

  

Amortized

  

Market

  

Amortized

 

Market

 

Amortized

 

Market

 
 

Cost

  

Value

  

Cost

  

Value

  

Cost

  

Value

  

Cost

  

Value

 
     

(in thousands)

          

(in thousands)

    

Due in one year or less

 $49,445  $49,444  $59,113  $59,194  $58,268  $58,920  $51,091  $51,325 

Due after one year through five years

  82,066   81,689   60,908   61,113  28,863  29,555  79,360  80,300 

Due after five years through ten years

          -   -   -   -   -   - 

Total held to maturity securities

 $131,511  $131,133  $120,021  $120,307  $87,131  $88,475  $130,451  $131,625 

Less current portion

  49,445   49,444   59,113   59,194   58,268   58,920   51,091   51,325 

Long term held to maturity securities

 $82,066  $81,689  $60,908  $61,113  $28,863  $29,555  $79,360  $80,300 

 


21


Proceeds from the redemption and sale of marketable securities were $19,096,000$23,187,000 and $54,125,000 in the three and nine months ended December 30, 2017 June 27, 2020 and $475,000were $6,584,000 and $29,721,000 in the three and nine months ended December 24, 2016, June 29, 2019, respectively. GainsLosses of $7,558$1,746,000 and $410,000 were recorded in the threenine months ended December 30, 2017 June 27, 2020 and no gains orJune 29, 2019, respectively and losses of $126,000 were recorded in the three months ended December 24, 2016. June 29, 2019 and gains of $324,000 were recorded in the three months ended June 27, 2020. Unrealized losses of $118,000 and $385,000 were recorded in the three and nine months ended June 29, 2019, respectively and unrealized losses of $1,708,000 were recorded in the nine months ended June 27, 2020 and unrealized gains of $285,000 were recorded in the three months ended June 27, 2020. We use the specific identification method to determine the cost of securities sold.

  

Note12 Changes to the components of accumulated other comprehensive loss are as follows:

 

  

Three Months ended December 30, 2017

 
      

(unaudited)

     
      

(in thousands)

     
             
      

Unrealized Holding

     
  

Foreign Currency

  

Gain on

     
  

Translation Adjustments

  

Marketable Securities

  

Total

 
             

Beginning Balance

 $(9,341) $466  $(8,875)
             

Other comprehensive loss before reclassifications

  (3,887)  (110) $(3,997)
             

Amounts reclassified from accumulated other comprehensive income

  -   -   - 
             

Ending Balance

 $(13,228) $356  $(12,872)

 

Three Months Ended

June 27, 2020

 

Nine Months Ended

June 27, 2020

 
 

Three Months ended December 24, 2016

  
     

(unaudited)

      

(unaudited)

 

(unaudited)

 
     

(in thousands)

      

(in thousands)

 

(in thousands)

 
             
     

Unrealized Holding

      

Foreign Currency

 

Foreign Currency

 
 

Foreign Currency

  

Loss on

      

Translation

 

Translation

 
 

Translation Adjustments

  

Marketable Securities

  

Total

  

Adjustments

  

Adjustments

 
             

Beginning Balance

 $(13,086) $(329) $(13,415) $(16,099) $(12,988)
             

Other comprehensive(loss)income before reclassifications

  (1,104)  (103)  (1,207)
            

Amounts reclassified from accumulated other comprehensive income

  -   -   - 

Other comprehensive income (loss) before reclassifications

  41   (3,070)
             

Ending Balance

 $(14,190) $(432) $(14,622) $(16,058) $(16,058)

 


22

 
  

Three Months Ended

June 29, 2019

      

Nine Months Ended

June 29, 2019

    
  

(unaudited)

      

(unaudited)

     
  

(in thousands)

      

(in thousands)

     
                         
  

Foreign

Currency

  

Unrealized Holding Gain

      

Foreign

Currency

  

Unrealized Holding Gain

     
  

Translation

  

on Marketable

      

Translation

  

on Marketable

     
  

Adjustments

  

Securities

  

Total

  

Adjustments

  

Securities

  

Total

 
                         

Beginning Balance

 $(13,044) $-  $(13,044) $(12,079) $85  $(11,994)
                         

Other comprehensive income (loss) before reclassifications

  496   -   496   (469)  -   (469)
                         

Amounts reclassified from accumulated other comprehensive income

  -   -   -   -   (85)  (85)
                         

Ending Balance

 $(12,548) $-  $(12,548) $(12,548) $-  $(12,548)

Note 13

On December 30, 2016, we acquired Hill & Valley Inc., a premium bakery located in Rock Island, IL, for approximately $31 million. Hill & Valley, with sales of over $45 million annually, is a manufacturer of a variety of pre-baked cakes, cookies, pies, muffins and other desserts to retail in-store bakeries. Hill & Valley is a leading brand of Sugar Free and No Sugar Added pre-baked in-store bakery items. Additionally, Hill & Valley sustains strategic private labeling partnerships with retailers nationwide.


Note 
13On May 22, 2017, October 1, 2019, we acquired anthe assets of ICEE distributor doingDistributors LLC, based in Bossier City, Louisiana. ICEE Distributors does business in GeorgiaArkansas, Louisiana and TennesseeTexas with annual sales of approximately $13 million. Sales and operating income of ICEE Distributors were $3.2 million and $1.1 million for approximately $11 million. the three months and were $8.0 million and $2.0 million for the nine months ended June 27, 2020.

 

On August 16, 2017, February 4, 2020, we acquired Labriola Baking Company, a bakery the assets of breadsBAMA ICEE, based in Birmingham, Alabama does business in Alabama and artisan soft pretzels located in Alsip, IL for approximately $6 million. Labriola Bakery,Georgia with annual sales of approximately $17$3.5 million. Sales and operating income of BAMA ICEE were $636,000 and $205,000 for the three months and were $1.0 million annually,and $281,000 for the nine months ended June 27, 2020.

The preliminary purchase price allocations for the acquisitions are as follows:

  

(in thousands)

 
             
  

ICEE

  

BAMA

  

Total

 
  

Distributors

  

ICEE

     
             

Accounts Receivable, net

 $722  $71  $793 

Inventories

  866   77   943 

Property, plant & equipment, net

  4,851   1,722   6,573 

Customer Relationships

  569   133   702 

Distribution rights

  21,200   6,800   28,000 

Goodwill

  16,973   3,549   20,522 

Accounts Payable

  (210)  (125)  (335)

Purchase Price

 $44,970  $12,227  $57,197 

23

The goodwill recognized is attributable to the assembled workforce of ICEE Distributors and certain other strategic intangible assets that do not meet the requirements for recognition separate and apart from goodwill.

Acquisition costs of $76,000 are included in other general expense for the nine months ended June 27, 2020.

Our unaudited proforma results, giving effect to this acquisition and assuming an acquisition date of September 29, 2018, would have been:

  (in thousands) 
                 
  

Three months ended

  

Nine months ended

 
  

June 27,

  

June 29,

  

June 27,

  

June 29,

 
  

2020

  

2019

  

2020

  

2019

 
                 

Net Sales

 $214,763  $331,839  $770,302  $885,584 
                 

Net Earnings

 $(12,648) $32,143  $11,719  $70,057 

Note 14 – Leases

General Lease Description       

We have operating leases with initial noncancelable lease terms in excess of one year covering the rental of various facilities and equipment. Certain of these leases contain renewal options and some provide options to purchase during the lease term. Our operating leases include leases for real estate for some of our office and manufacturing facilities as well as manufacturing and non-manufacturing equipment used in our business. The remaining lease terms for these operating leases range from 1 month to 13 years.

We have finance leases with initial noncancelable lease terms in excess of one year covering the rental of various equipment. These leases are generally for manufacturing and non-manufacturing equipment used in our business. The remaining lease terms for these finance leases range from 1 year to 6 years.

Significant Assumptions and Judgments

Contract Contains a manufacturer of pre-baked breads, rolls and soft pretzels for retail in-store bakery and foodservice outlets nationwide.Lease

In evaluating our contracts to determine whether a contract is or contains a lease, we considered the following:

                                

Note 14

Subsequent EventWhether explicitly or implicitly identified assets have been deployed in the contract; and

 

Whether we obtain substantially all of the economic benefits from the use of that underlying asset, and we can direct how and for what purpose the asset is used during the term of the contract.

24

Allocation of Consideration                                        

In determining how to allocate consideration between lease and non-lease components in a contract that was deemed to contain a lease, we used judgment and consistent application of assumptions to reasonably allocate the consideration.                                                  

Options to Extend or Terminate Leases                                        

We have leases which contain options to extend or terminate the leases. On January 8, 2018, Hom/Ade Foods, Inc, a wholly owned subsidiarylease-by-lease basis, we have determined if the extension should be considered reasonably certain to be exercised and thus a right-of-use asset and a lease liability should be recorded.                                             

Discount Rate                                        

The discount rate for leases, if not explicitly stated in the lease, is the incremental borrowing rate, which is the rate of J & J Snack Foods Corp. (the “Company”), issuedinterest that we would have to pay to borrow on a Product Recall Notification for certain products marketedcollateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.                                             

We used the discount rate to calculate the present value of the lease liability at the date of adoption. In the development of the discount rate, we considered our incremental borrowing rate as provided by our lender which was based on cash collateral and credit risk specific to us, and our lease portfolio characteristics.                                             

As of June 27, 2020, the weighted-average discount rate of our operating and finance leases was 3.3% and 3.1%, respectively.

Practical Expedients and Accounting Policy Elections               

We elected the package of practical expedients that permits us not to reassess our prior conclusions about lease     identification, lease classification and initial direct costs and made an accounting policy election to exclude short-term leases with an initial term of 12 months or less from our Consolidated Balance Sheets.                                                  

25

Amounts Recognized in the Financial Statements

The components of lease expense were as follows:

  

Three Months Ended

  

Nine Months Ended

 
  

June 27, 2020

  

June 27, 2020

 
  

(in thousands)

  

(in thousands)

 
         

Operating lease cost in Cost of goods sold and Operating Expenses

 $4,639  $12,983 
Finance lease cost:        

Amortization of assets in Cost of goods sold and Operating Expenses

  84   253 

Interest on lease liabilities in Interest expense & other

  7   23 

Total finance lease cost

  91   276 

Short-term lease cost in Cost of goods sold and Operating Expenses

  -    

Total net lease cost

 $4,730  $13,259 

Supplemental balance sheet information related to leases is as follows:

  

June 27, 2020

 
  

(in thousands)

 

Operating Leases

    

Operating lease right-of-use assets

 $64,615 
     

Current operating lease liabilities

 $13,913 

Noncurrent operating lease liabilities

  56,570 
Total operating lease liabilities $70,483 
     

Finance Leases

    

Finance lease right-of-use assets in Property, plant and equipment, net

 $789 
     

Current finance lease liabilities

 $329 

Noncurrent finance lease liabilities

  456 

Total finance lease liabilities

 $785 

$3,218,000 of operating lease right of use assets was impaired in our foodservice segment as a result of the pending shutdown of our midwest manufacturing plant. The amount of the impairment was calculated using cash flow projections.

Supplemental cash flow information related to leases is as follows:

  

Three Months Ended

  

Nine Months Ended

 
  

June 27, 2020

  

June 27, 2020

 
  

(in thousands)

  

(in thousands)

 

Cash paid for amounts included in the measurement of lease liabilities:

        

Operating cash flows from operating leases

 $4,684  $13,054 

Operating cash flows from finance leases

 $84  $253 

Financing cash flows from finance leases

 $7  $23 
  $-     

Supplemental noncash information on lease liabilities arising from obtaining right-of-use assets

 $3,105  $3,105 

Supplemental noncash information on lease liabilities removed due to purchase of leased asset

 $-  $- 

As of June 27, 2020, the maturities of lease liabilities were as follows:

  

(in thousands)

 

 
  

Operating Leases

  

Finance Leases

 

Three months ending September 26, 2020

 $4,264  $115 

2021

  15,509   349 

2022

  13,236   156 

2023

  11,373   91 

2024

  8,971   95 

Thereafter

  26,502   27 

Total minimum payments

 $79,856  $833 

Less amount representing interest

  (9,373)  (48)

Present value of lease obligations

 $70,483  $785 

26

As of June 27, 2020, the weighted-average remaining term of our operating and finance leases was 7.3 years and 4.0 years, respectively.

As previously disclosed in our 2019 Annual Report on Form 10-K and under the name “MARY B’s Biscuits,” which haveprevious lease accounting standard (Topic 840), as of September 28, 2019, future minimum lease payments under noncancelable leases with initial lease terms in excess of one year were as follows:

  

(in thousands)

 
  

Operating Leases

  

Capital Leases

 

2020

 $14,814  $339 

2021

  12,686   349 

2022

  10,491   156 

2023

  8,971   91 

2024

  6,988   95 

Thereafter

  25,588   27 

Total minimum payments

 $79,538  $1,057 

Note 15 – Subsequent Event

Net Sales for the potentialfirst4 weeks of our fourth quarter ending September 27, 2020 were down approximately 25% from a year ago.  Although we cannot project whether our sales will continue to be contaminated with Listeria monocytogenes. The affected products were manufactured by Flowers Foods, Inc. (“Flowers”), anddown at the Company is working in coordination with Flowers andsame rate for the U.S. Food and Drug Administration to effectuate the recall.  We believe that Flowers, the manufacturerbalance of the recalled productquarter, this would be a considerable improvement in our business and initiatorwe would expect our results of the recall, is contractually obligatedoperations to indemnify us against all costs relatedbe significantly better in our fourth quarter compared to a recall triggered by defective productour third quarter if sales continue at this rate, although our operating results would be materially less than last year. Approximately 2/3 of our sales are to venues and locations that have shut down or governmental demand.  Althoughsharply curtailed their foodservice operations so we are not able to estimate the costs related to the recall presently, we do not expect the costsanticipate COVID-19 will continue to have a materialnegative impact on our financial statements.  Additionally,business. As we have $270 million of cash and marketable securities on our balance sheet, we do not expect to have any liquidity issues, nor do we anticipate a material amount of our assets would be reimbursed by Flowers for our costs related to the recall. We anticipate disruption to our product supply and sales going forward.  impaired.   

  

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Liquidity and Capital Resources

 

Our current cash and cash equivalents balances, investments and cash expected to be provided by future operations are our primary sources of liquidity. We believe that these sources, along with our borrowing capacity, are sufficient to fund future growth and expansion. See Note 11 to these financial statements for a discussion of our investment securities.

 

The Company’s Board of Directors declared a regular quarterly cash dividend of $.45$.575 per share of its common stock payable on January 4, 2018,July 7, 2020, to shareholders of record as of the close of business on December 13, 2017.June 15, 2020.

 


27

 

In our fiscal yearthe three months ended September 30, 2017,March 28, 2020, we purchased and retired 142,66565,648 shares of our common stock at a cost of $18,228,763. In the three months ended December 30, 2017 we$8,972,292. We did not purchase and retire any shares.other shares of our common stock in this fiscal year nor did we purchase any shares of our common stock in fiscal year 2019. On August 4, 2017 the Company’s Board of Directors authorized the purchase and retirement of 500,000 shares of the Company’s common stock; 405,110318,858 shares remain to be purchased under this authorization.

 

In the three months ended December 30, 2017June 27, 2020 and December 24, 2016June 29, 2019, fluctuations in the valuation of the Mexican and Canadian currencies and the resulting translation of the net assets of our Mexican and Canadian subsidiaries caused an decrease of $41,000 in accumulated other comprehensive loss in the 2020 third quarter and a decrease of $496,000 in accumulated other comprehensive loss in the 2019 third quarter. In the nine-month period, fluctuations in the valuation of the Mexican and Canadian currencies and the resulting translation of the net assets of our Mexican and Canadian subsidiaries caused an increase of $3,887,000$3,070,000 in accumulated other comprehensive loss in the 2018 first quarter2020 nine-month period and an increase of $1,104,000$469,000 in accumulated other comprehensive loss in the 2017 first quarter.2019 nine month period.

 

Our general-purpose bank credit line which expires in November 2021 provides for up to a $50,000,000 revolving credit facility. The agreement contains restrictive covenants and requires commitment fees in accordance with standard banking practice. There were no outstanding balances under this facility at December 30, 2017.June 27, 2020.

 

Results of OperationsRESULTS OF OPERATIONS

 

Net sales increased $39,640,000decreased $112,138,000 or 18%34% to $265,210,000$214,563,000 for the three months and decreased $105,113,000 or 12% to $769,502,000 for the nine months ended December 30, 2017June 27, 2020 compared to the three and nine months ended December 24, 2016.June 29, 2019, respectively. Excluding sales from Hill & Valley, Inc., acquiredthe acquisition of ICEE Distributors in January 2017, anOctober 2019 and BAMA ICEE distributor located in the Southeast acquired in June 2017 and Labriola Bakery which was acquired in August 2017,February 2020, sales increased approximately 7%decreased 35% for the quarter.quarter and decreased about 13% for the nine months.

Sales for the last 5 weeks of the third quarter (our fiscal June) improved to being down approximately 24% from a year ago as parts of the economy that impact our operations began to open up.  Approximately 2/3 of the Company’s sales are to venues and locations that have shut down or sharply curtailed their foodservice operations, and therefore we anticipate COVID-19 will continue to have a negative impact on our business. As we have $270 million of cash and marketable securities on our balance sheet, up from $267 million at March 28, 2020, we do not expect to have any liquidity issues, nor do we anticipate a material amount of our assets would be impaired.   

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FOOD SERVICE

 

Sales to food service customers increased $ 31,967,000decreased $76,735,000 or 21%40% in the firstthird quarter to $182,264,000. Excluding sales of Hill & Valley$116,621,000 and Labriola, sales increased $9,569,000decreased $77,048,000 or 6%14% to $471,401,000 for the first quarter.nine months. Soft pretzel sales to the food service market increased 21%decreased 62% to $50,131,000$21,384,000 in the quarterthree months and about 14% without Labriola sales. In addition24% to Labriola sales, soft pretzel sales increased significantly  due to increased distribution to restaurant chains and movie theatres and we had strong sales of our recently introduced BRAUHAUS pretzels.

$116,985,000 in the nine months. Frozen juices and ices sales decreased 4%37% to $7,184,000$8,688,000 in the three months with sales increases and decreases across our customer base.

decreased 17% to $25,222,000 in the nine months. Churro sales to food service customers were up 1%down 61% in the quarter to $14,592,000.

$7,321,000 and were down 23% to $38,466,000 in the nine months. Sales of bakery products increased $19,654,000decreased $20,847,000 or 26%23% in the firstthird quarter and decreased $13,719,000 or 5% to $94,933,000. Excluding sales of Hill & Valley, bakery sales were essentially flat$255,016,000 for the quarter.


nine months. Sales of handhelds increased $2,773,000decreased $1,102,000 or 37%13% in the quarter with all ofand $3,255,000 or 13% in the increase coming from sales to three customers.nine months. Sales of funnel cake increased $911,000decreased 57%, or 23%$3,181,000, to $2,435,000 in the quarter and $5,311,000, or 29%, to $4,794,000$12,997,000 in the nine months. Sales are down across all product lines as we continuemany of the venues and locations where our products are sold have been shut down for some or all of the third quarter due to increase sales to school food service.COVID-19.

 

Sales of new products in the first twelve months since their introduction were approximately $8$600,000 in this quarter and $4.7 million in this quarter. Price increasesthe nine months.

We had no impact on salesan operating loss in the quarter and net volume increases, including new product sales as defined above and Hill & Valley and Labriola sales, accounted for approximately $32 million of sales in the quarter.

Operating income in our Food Service segment decreased from $17,054,000 to $15,900,000 in the quarter. Hill & Valley contributed $1,384,000of $18,242,000 compared to operating income of $21,030,000 last year and operating income decreased to $7,743,000 from $57,909,000 in the quarter; however,nine months primarily because of lower production and sales volume due to COVID-19. This year’s three months operating loss and nine months operating income inwere impacted by plant shutdown impairment costs of $5.1 million for the balancepending shutdown of one of our food service business was impactedmanufacturing plants. We expect to reduce manufacturing overhead and distribution costs by generally higherabout $7-8 million annually as a result of this plant closure. This year’s quarter and nine months also included approximately $5 million of costs for payrollemployee safety and insurance, added personnel in the selling function, inefficiencies in our recently acquired Labriola production facility (compounded by the integration of products previously manufactured at other facilities), product mix changes and significantly lower volume concentrated in specific facilities, shutdown costs of our Chambersburg, PA production facility and higher ingredients costs. There was no benefit of pricing to offset these higher costs.  increased COVID-19 compensation.        

 

RETAIL SUPERMARKETS

 

Sales of products to retail supermarkets increased $1,457,000$15,735,000 or 7%38% to $23,076,000$57,502,000 in the first quarter.third quarter and increased $17,286,000 or 16% in the nine months. Soft pretzel sales for the firstthird quarter were up 18%74% to $10,512,000 primarily due$12,716,000 and up 23% to sales of AUNTIE ANNE’S soft pretzels under a license agreement entered into in 2017.$34,874,000 for the nine months. Sales of frozen juices and ices decreased $124,000increased $6,807,000 or 1%26% to $9,727,000$33,322,000 in the first quarter.third quarter and increased $7,100,000 or 14% in the nine months. Handheld sales to retail supermarket customers decreased 12%increased 6% to $3,026,000$3,257,000 in the quarter and 13% to $9,135,000 in the nine months. Biscuit sales for the third quarter were up 56% to $8,151,000 and 12% to $21,759,000 for the nine months. Sales were generally higher for all product lines as sales in the year ago periods were impacted by lost volume and placements due the price increases implemented in last year’s first quarter and because of increased sales of this product line continues their long term decline.to supermarkets generally since mid-March 2020 due to COVID-19.

 

Sales of new products in the firstthird quarter were approximately $1.9 million. Price increases had no impact on sales in$500,000 and were approximately $1.0 million for the quarter and net volume increases, including new product sales as defined above accounted for $1.5 million of sales in the quarter.nine months.

 

Operating income in our Retail Supermarkets segment was $2,558,000$7,910,000 in this year’s firstthird quarter compared to $1,046,000$3,775,000 in last year’s quarter, a 145% increase. Lower coupon expense of $508,000110% increase and lower media spending of $543,000 along with the 18% increaseincreased to $14,464,000 in soft pretzel sales were the major reasons for the increasethis year’s nine months compared to $9,025,000 in operating income.last year’s nine months primarily due to higher volume.

29

 

FROZEN BEVERAGES

 

FrozenTotal frozen beverage and related productsegment sales increased 12% to $59,870,000decreased 56% in the firstthree months to $40,440,000 and 21% to $173,602,000 for the nine months. Beverage sales were down 71% to $16,456,000 in the quarter and excludingdown 31% to $83,606,000 in the nine months. Excluding sales from the acquisition of the acquired ICEE distributor were up about 10%. Beverage relatedDistributors in October 2019 and BAMA ICEE in February 2020, total frozen beverage segment sales alone were up 21% to $34,303,000decreased 60% in the quarter and were up about 19% withoutdown 25% for the nine months and beverage sales ofdecreased 78% for the acquired ICEE distributor.quarter and 39% for the nine months. Gallon sales were up 15% fordown 72% in the threequarter and down 36% in the nine months with higher sales to movie theatres and across our customer base.exclusive of ICEE Distributors’ gallons.  Service revenue increased 5%decreased 23% to $19,004,000$17,259,000 in the firstthird quarter withand was down 1% at $61,524,000 in the nine months. Machines revenue (primarily sales increases and decreases spread throughout our customer base.


Sales of frozen beverage machines, which tend to fluctuate from year to year while following no specific trend,machines) were $6,313,000,$6,363,000, a decrease of 10%.     Operating income$5,447,000 in the quarter and $27,254,000, a decrease of $6,621,000, in the nine months, with the decrease due to two significant install projects during the prior fiscal year, as well as the slowdown due to COVID-19. Sales are down across all product lines as many of the venues and locations where our products are sold have been shut down for some or all of the third quarter due to COVID-19.

   Our Frozen Beverage segment increased to $2,770,000 in this quarterhad an operating loss of $9,088,000 compared to $1,227,000operating income of $14,237,000 in last year’s quarter and an operating loss of $8,942,000 for the nine months compared to operating income of $18,961,000 last year primarily as a result of significantly higher beverage sales.lower sales volume due to COVID-19. This year’s operating income was also impacted by relocation costs of our ICEE’s headquarters of 2.5 million in the nine months.   

 

CONSOLIDATED

 

Gross profit as a percentage of sales was 27.63%17.34% in the threethird quarter and 31.02% last year.  Gross profit as a percentage of sales was 23.98% in the nine month period this year and 29.21%29.44% last year. About 20% of the grossGross profit percentage decreasedecreased for both periods because of lower volume in the quarter resulted from the lower gross profit percentage of the Hill & Valley business. The balance of the decrease was caused byour food service and frozen beverages segments, higher costs for payroll and insurance, inefficiencies in our recently acquired Labriolarelated to production facility (compounded by the integration of products previously manufactured at other facilities), productdisruptions due to volume mix changes, significantly lower volume concentrated in specific facilities, shutdown costsexpenses related to employee safety and increased COVID-19 compensation and reserves of our Chambersburg, PA production facility and higher ingredients costs. There was no benefit of pricing to offset these higher costs.  approximately $1.5 million for inventory.

 

Total operating expenses increased $5,483,000decreased $5,691,000 in the firstthird quarter butand as a percentage of sales decreasedincreased to 19.6%26.4% from 20.6%19.1% last year. For the nine months, operating expenses decreased $330,000 and as a percentage of sales increased to 22.3% from 19.6% last year. Operating expenses for both periods this year included $5.1 million of plant shutdown impairment costs for the pending shutdown of one of our manufacturing plants. Marketing expenses decreasedincreased to 8.14%10.2% of sales in this year’s quarter from 9.01%8.1% last year primarily because of lower media spendingand were 8.9% in our retail supermarket business and lower marketing expenses of the acquired Hill & Valley and Labriola businesses. Distribution expenses were 7.98% of sales in this year’s quarter and 8.05%nine months compared to 8.0% of sales in last year’s quarter.nine months. Distribution expenses were 9.9% of sales in the third quarter and 7.5% of sales in last year’s quarter and were 9.1% in this year’s nine months compared to 8.1% in last year’s nine months. Administrative expenses were 3.53%3.9% of sales thisin the third quarter compared to 3.59%3.3% of sales last year in the firstthird quarter and were 3.7% in this year’s nine months compared to 3.4% of sales in last year’s nine months. The percentage increases mentioned above were because of the drop in sales (lower denominators) and our inability to reduce expenses in line with the decrease in sales because of fixed costs that do not fluctuate with sales.

 

30

Operating income increased $1,901,000 or 10% to $21,228,000

We had an operating loss of $19,420,000 in the first quarter as a resultthree months and operating income of $13,265,000 in the aforementioned items.nine months this year compared to operating income of $39,042,000 and $85,895,000 in last years’ three and nine months, respectively.

 

Investment income increased by $262,000decreased to $1,300,000 from $1,953,000 in last year’s quarter due primarily to lower interest rates. Investment income decreased to $2,673,000 from $5,775,000 in the first quarter resultingnine month period due to lower interest rates and because of an increase in unrealized losses to $1,708,000 this year from higher amounts invested and slightly higher interest rates.$385,000 last year.

 

Other income this quarter includesWe had a $520,000 gain on a salenet loss of property.

Net earnings increased $22,709,000, or 168%,$12,647,000 in the current three month period compared to $36,249,000. net earnings of $30,872,000 last year and net earnings decreased $57,031,000, or 83%, to $11,721,000 for the nine month period this year compared to $68,752,000 for the nine month period last year.

Net earnings for the current year quarter benefited from a $20.9 million, or $1.11 per diluted share, gain on the remeasurement of deferred tax liabilities and a $2.0 million, or $0.11 per diluted share, reduction in income taxes related primarily to the lower corporate tax rate enacted under the Tax Cuts and Jobs Act in December 2017. Net earnings were impactedlast year’s nine months benefitted by a $1.2 million, or $.06 per diluted share,reduction of approximately $900,000 in tax as the provision for the one time repatriation tax required underas a result of the new tax law.Tax Cuts and Job Act of 2017 was reduced as the amount recorded the year prior was an estimate. Excluding the deferred tax gain andreduction in the provision for the one time repatriation tax, our effective tax rate decreased to 28.6% from 34.0%was 27.5% in the prior year quarter reflecting the reduction in the federal statutory rate to 21% from 35% for the remaining three quarters of fiscal 2018. Lastlast year’s quarter’snine months. Our effective tax rate benefitted from an unusually high tax benefit on share based compensation of $783,000 which compares towas 26.2% in this year’s quarter’s tax benefit of $137,000. We are presently estimating an effective tax rate of 28-29% for the last three quarters of our fiscal year 2018 and 26-27% for our fiscal year 2019.nine months.    


  

There are many factors which can impact our net earnings from year to year and in the long run, among which are the supply and cost of raw materials and labor, insurance costs, factors impacting sales as noted above, the continuing consolidation of our customers, our ability to manage our manufacturing, marketing and distribution activities, our ability to make and integrate acquisitions and changes in tax laws and interest rates.

  

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

There has been no material change in the Company’sCompany’s assessment of its sensitivity to market risk since its presentation set forth, in item 7a. “Quantitative and Qualitative Disclosures About Market Risk,” in its 2017 annual report on Form 10-K filed with the SEC.

 

Item 4.

Controls and Procedures

 

The Chief Executive Officer and the Chief Financial Officer of the Company (its principal executive officer and principal financial officer, respectively) have concluded, based on their evaluation as of December 30, 2017,June 27, 2020, that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports filed or submitted by it under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

There has been no change in the Company’sCompany’s internal control over financial reporting during the quarter ended December 30, 2017,June 27, 2020, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 


31

 

 PART II. OTHER INFORMATION

 

Item 6.

Exhibits

 

Exhibit No.

   

31.1 &

&

Certification Pursuant to Section 302 of 

31.2

the Sarbanes-Oxley Act of 2002

31.2 
   
   

99.5 &

&

Certification Pursuant to the 18 U.S.C.

99.6

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.6

 

   

101.1

The following financial information from J&J Snack Foods Corp.'s Quarterly Report on Form 10-Q for the quarter ended December 30, 2017,June 27, 2020, formatted in XBRL (extensibleiXBRL (Inline extensible Business Reporting Language):

 

 

(i)           Consolidated Balance Sheets,

 

(ii)          Consolidated Statements of Earnings,

 

(iii)         Consolidated Statements of Comprehensive Income,

 

(iv)         Consolidated Statements of Cash Flows and

 

(v)          the Notes to the Consolidated Financial Statements
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.1)

 

SIGNATURES

  

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.

 

J & J SNACK FOODS CORP.

Dated: July 31, 2020

By:

/s/ Gerald B. Shreiber

Gerald B. Shreiber

Chairman of the Board,

  Chief Executive
Officer and Director
(Principal Executive Officer) 
    

Dated: February 1, 2018 

/s/ Gerald B. Shreiber

Gerald B. Shreiber

Chairman of the Board,

President, Chief Executive

Officer and Director

(Principal Executive Officer)

    
    
Dated: February 1, 2018 July 31, 2020 /s/ Dennis G. Moore 
  

Dennis G. Moore, Senior Vice

President, Chief Financial

Officer and Director

(Principal Financial Officer)

(Principal Accounting Officer)

 

 

 24

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