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

For the period ended ~~December 30, 2017~~June 24, 2023

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

Commission File Number: 0-14616

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)

(I.R.S. Employer

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 Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, no par value	JJSF	The 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

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

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~~Accelerated filer	~~(X)~~	☒	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, 2018~~At July 31, 2023 there were ~~18,678,473~~19,289,799 shares of the Registrant’s Common Stock outstanding.

INDEX

		Page Number
Part I.	Financial Information

Item l.		Consolidated Financial Statements

Consolidated Balance Sheets – ~~December 30, 2017~~June 24, 2023 (unaudited) and September ~~30, 2017~~24, 2022		3

Consolidated Statements of Earnings (unaudited) – - Three ~~months ended December 30, 2017~~ and ~~December~~Nine Months Ended June 24, ~~2016~~2023 and June 25, 2022		4

Consolidated Statements of Comprehensive Income (unaudited) – Three and Nine Months Ended ~~December 30, 2017~~June 24, 2023 and ~~December 24, 2016~~June 25, 2022		5

Consolidated Statements of Changes In Stockholders’ Equity (unaudited) – Three and Nine Months Ended June 24, 2023 and June 25, 2022		6

Consolidated Statements of Cash Flows (unaudited) – Three and Nine Months Ended ~~December 30, 2017~~June 24, 2023 and ~~December 24, 2016~~June 25, 2022		67

Notes to the Consolidated Financial Statements (unaudited)		78

Item 2.		~~Management~~’s Management’s Discussion and Analysis of Financial Condition and Results of Operations	1926

Item 3.		Quantitative and Qualitative Disclosures About Market Risk	2335

Item 4.		Controls and Procedures	2335

Part II.	Other Information

Item 1. Legal Proceedings		35

Item 1A. Risk Factors		36

Item 2. Unregistered Sales of Equity Securities and the Use of Proceeds		36

Item 6.		Exhibits	2436

PART I.

FINANCIAL INFORMATION

Item 1.

Consolidated Financial Statements

J & J SNACK FOODS CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

	December 30,			September 30,			June 24,
	2017			2017			2023			September 24,
	(unaudited)						(unaudited)			2022
Assets
Current assets
Cash and cash equivalents	$	81,089		$	90,962		$	65,643		$	35,181
Marketable securities held to maturity		49,445			59,113			-			4,011
Accounts receivable, net		109,709			124,553			217,520			208,178
Inventories		113,049			103,268			177,620			180,473
Prepaid expenses and other		3,800			3,936			8,420			16,794
Total current assets		357,092			381,832			469,203			444,637

Property, plant and equipment, at cost
Land		2,494			2,482			3,714			3,714
Buildings		26,582			26,741			34,232			34,232
Plant machinery and equipment		258,738			257,172			438,579			374,566
Marketing equipment		277,236			278,860			291,424			274,904
Transportation equipment		8,438			8,449			14,551			11,685
Office equipment		25,574			25,302			46,934			45,865
Improvements		37,999			38,003			50,976			49,331
Construction in progress		21,997			16,880			53,916			65,753
Total Property, plant and equipment, at cost		659,058			653,889			934,326			860,050
Less accumulated depreciation and amortization		429,217			426,308			562,985			524,683
Property, plant and equipment, net		229,841			227,581			371,341			335,367

Other assets
Goodwill		102,511			102,511			185,070			184,420
Other intangible assets, net		60,453			61,272			186,667			191,732
Marketable securities held to maturity		82,066			60,908
Marketable securities available for sale		30,150			30,260			4,513			5,708
Operating lease right-of-use assets								83,089			51,137
Other		2,904			2,864			4,214			3,965
Total other assets		278,084			257,815			463,553			436,962
Total Assets	$	865,017		$	867,228		$	1,304,097		$	1,216,966

Liabilities and Stockholders' Equity
Current Liabilities
Current obligations under capital leases	$	339		$	340
Current finance lease liabilities							$	188		$	124
Accounts payable		68,033			72,729			100,025			108,146
Accrued insurance liability		11,215			10,558			17,312			15,678
Accrued liabilities		10,491			7,753			22,408			9,214
Current operating lease liabilities								14,675			13,524
Accrued compensation expense		11,764			19,826			19,479			21,700
Dividends payable		8,400			7,838			13,489			13,453
Total current liabilities		110,242			119,044			187,576			181,839

Long-term obligations under capital leases		815			904
Long-term debt								83,000			55,000
Noncurrent finance lease liabilities								650			254
Noncurrent operating lease liabilities								73,361			42,660
Deferred income taxes		44,462			62,705			69,432			70,407
Other long-term liabilities		2,117			2,253			3,911			3,637

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 19,270,000 and 19,219,000 respectively								104,250			94,026
Accumulated other comprehensive loss		(12,872	)		(8,875	)		(8,999	)		(13,713	)
Retained Earnings		701,664			673,815			790,916			782,856
Total stockholders' equity		707,381			682,322			886,167			863,169
Total Liabilities and Stockholders' Equity	$	865,017		$	867,228		$	1,304,097		$	1,216,966

The accompanying notes are an integral part of these statements.

J & J SNACK FOODS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

(Unaudited)

(in thousands, except per share amounts)

	Three months ended						Nine months ended
	June 24,			June 25,			June 24,			June 25,
	2023			2022			2023			2022

Net sales	$	425,769		$	380,227		$	1,114,966		$	980,230

Cost of goods sold		282,887			271,151			790,845			726,431
Gross profit		142,882			109,076			324,121			253,799

Operating expenses
Marketing		31,308			24,002			79,024			65,945
Distribution		44,485			48,157			124,722			109,821
Administrative		18,740			15,724			53,050			37,812
Other general expense (income)		55			(67	)		(490	)		28
Total operating expenses		94,588			87,816			256,306			213,606

Operating income		48,294			21,260			67,815			40,193

Other income (expense)
Investment income		633			106			1,719			537
Interest expense		(1,314	)		(156	)		(3,697	)		(231	)

Earnings before income taxes		47,613			21,210			65,837			40,499

Income tax expense		12,632			5,647			17,352			10,574

NET EARNINGS	$	34,981		$	15,563		$	48,485		$	29,925

Earnings per diluted share	$	1.81		$	0.81		$	2.51		$	1.56

Weighted average number of diluted shares		19,327			19,234			19,299			19,198

Earnings per basic share	$	1.82		$	0.81		$	2.52		$	1.56

Weighted average number of basic shares		19,257			19,174			19,239			19,131

The accompanying notes are an integral part of these statements.

J&J SNACK FOODS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(in thousands)

	Three months ended					Nine months ended
	June 24,		June 25,			June 24,		June 25,
	2023		2022			2023		2022

Net earnings	$	34,981	$	15,563		$	48,485	$	29,925

Foreign currency translation adjustments		2,775		(93	)		4,714		9
Total other comprehensive income (loss), net of tax		2,775		(93	)		4,714		9

Comprehensive income	$	37,756	$	15,470		$	53,199	$	29,934

The accompanying notes are an integral part of these statements.

J & J Snack Foods Corp. and Subsidiaries

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(in thousands)

					Accumulated
					Other
	Common Stock				Comprehensive			Retained
	Shares		Amount		Loss			Earnings			Total

Balance as September 24, 2022		19,219	$	94,026	$	(13,713	)	$	782,856		$	863,169

Issuance of common stock upon exercise of stock options		10		1,285		-			-			1,285
Foreign currency translation adjustment		-		-		871			-			871
Dividends declared		-		-		-			(13,461	)		(13,461	)
Share-based compensation		-		1,239		-			-			1,239
Net earnings		-		-		-			6,633			6,633
Balance at December 24, 2022		19,229	$	96,550	$	(12,842	)	$	776,028		$	859,736

Issuance of common stock upon exercise of stock options		14		1,713		-			-			1,713
Issuance of common stock for employee stock purchase plan		9		1,061		-			-			1,061
Foreign currency translation adjustment		-		-		1,068			-			1,068
Dividends declared		-		-		-			(13,475	)		(13,475	)
Share-based compensation		-		1,313		-			-			1,313
Net earnings		-		-		-			6,871			6,871
Balance at March 25, 2023		19,252	$	100,637	$	(11,774	)	$	769,424		$	858,287

Issuance of common stock upon exercise of stock options		18		2,230		-			-			2,230
Issuance of common stock for employee stock purchase plan		-		-		-			-			-
Foreign currency translation adjustment		-		-		2,775			-			2,775
Dividends declared		-		-		-			(13,489	)		(13,489	)
Share-based compensation		-		1,383		-			-			1,383
Net earnings		-		-		-			34,981			34,981
Balance at June 24, 2023		19,270	$	104,250	$	(8,999	)	$	790,916		$	886,167

					Accumulated
					Other
	Common Stock				Comprehensive			Retained
	Shares		Amount		Loss			Earnings			Total

Balance as September 25, 2021		19,084	$	73,597	$	(13,383	)	$	785,440		$	845,654

Issuance of common stock upon exercise of stock options		5		706		-			-			706
Foreign currency translation adjustment		-		-		(444	)		-			(444	)
Dividends declared		-		-		-			(12,092	)		(12,092	)
Share-based compensation		-		1,083		-			-			1,083
Net earnings		-		-		-			11,091			11,091
Balance at December 25, 2021		19,089	$	75,386	$	(13,827	)	$	784,439		$	845,998

Issuance of common stock upon exercise of stock options		76		10,012		-			-			10,012
Issuance of common stock for employee stock purchase plan		8		1,023		-			-			1,023
Foreign currency translation adjustment		-		-		546			-			546
Dividends declared		-		-		-			(12,136	)		(12,136	)
Share-based compensation		-		1,267		-			-			1,267
Net earnings		-		-		-			3,271			3,271
Balance at March 26, 2022		19,173	$	87,688	$	(13,281	)	$	775,574		$	849,981

Issuance of common stock upon exercise of stock options		11		1,452		-			-			1,452
Issuance of common stock for employee stock purchase plan		-		-		-			-			-
Foreign currency translation adjustment		-		-		(93	)		-			(93	)
Dividends declared		-		-		-			(12,138	)		(12,138	)
Share-based compensation		-		1,134		-			-			1,134
Net earnings		-		-		-			15,563			15,563
Balance at June 25, 2022		19,184	$	90,274	$	(13,374	)	$	778,999		$	855,899

The accompanying notes are an integral part of these statements.

J & J SNACK FOODS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ~~EARNINGS~~CASH FLOWS

(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

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

	Nine months ended
	June 24,			June 25,
	2023			2022
Operating activities:
Net earnings	$	48,485		$	29,925
Adjustments to reconcile net earnings to net cash provided by operating activities
Depreciation of fixed assets		41,319			36,292
Amortization of intangibles and deferred costs		5,065			1,775
(Gain) loss from disposals of property & equipment		(255	)		50
Share-based compensation		3,935			3,484
Deferred income taxes		(937	)		(227	)
(Gain) loss on marketable securities		(105	)		412
Other		(237	)		(212	)
Changes in assets and liabilities, net of effects from purchase of companies
Increase in accounts receivable		(7,680	)		(78,058	)
Decrease (increase) in inventories		4,875			(42,784	)
Decrease (increase) in prepaid expenses		8,487			(102	)
Increase in accounts payable and accrued liabilities		2,992			19,798
Net cash provided by (used in) operating activities		105,944			(29,647	)

Investing activities:
Payments for purchases of companies, net of cash acquired		-			(221,301	)
Purchases of property, plant and equipment		(76,472	)		(64,231	)
Proceeds from redemption and sales of marketable securities		5,300			11,526
Proceeds from disposal of property and equipment		774			1,147
Net cash (used in) investing activities		(70,398	)		(272,859	)

Financing activities:
Proceeds from issuance of stock		6,289			12,168
Borrowings under credit facility		102,000			125,000
Repayment of borrowings under credit facility		(74,000	)		-
Payments for debt issuance costs		-			(225	)
Payments on finance lease obligations		(150	)		(150	)
Payment of cash dividend		(40,389	)		(36,299	)
Net cash (used in) provided by financing activities		(6,250	)		100,494

Effect of exchange rates on cash and cash equivalents		1,166			103

Net increase (decrease) in cash and cash equivalents		30,462			(201,909	)
Cash and cash equivalents at beginning of period		35,181			283,192
Cash and cash equivalents at end of period	$	65,643		$	81,283

~~J&J SNACK FOODS CORP. AND SUBSIDIARIES~~

~~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

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

~~J & J SNACK FOODS CORP. AND SUBSIDIARIES~~

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(Unaudited) (in thousands)~~

Three months ended

December 30,

December 24,

2017

2016

Operating activities:

Net earnings
$ 36,249 $ 13,540
Adjustments to reconcile net earnings to net cash provided by operating activities:

Depreciation of fixed assets
11,152 8,728
Amortization of intangibles and deferred costs
834 1,183
Share-based compensation
953 748
Deferred income taxes
(18,265 ) (74 )
Loss on sale of marketable securities
(8 ) -
Other
(317 ) 222
Changes in assets and liabilities net of effects from purchase of companies

Decrease in accounts receivable
14,547 5,849
Increase in inventories
(9,933 ) (6,727 )
Decrease in prepaid expenses
111 5,747
Decrease in accounts payable and accrued liabilities
(9,216 ) (2,816 )
Net cash provided by operating activities
26,107 26,400
Investing activities:

Purchases of property, plant and equipment
(14,623 ) (11,399 )
Purchases of marketable securities
(30,865 ) (8,550 )
Proceeds from redemption and sales of marketable securities
19,096 475
Proceeds from disposal of property and equipment
1,046 645
Other
27 (20 )
Net cash used in investing activities
(25,319 ) (18,849 )
Financing activities:

Payments to repurchase common stock
- -
Proceeds from issuance of stock
253 980
Payments on capitalized lease obligations
(90 ) (90 )
Payment of cash dividend
(7,838 ) (7,280 )
Net cash used in financing activities
(7,675 ) (6,390 )
Effect of exchange rate on cash and cash equivalents
(2,986 ) (847 )
Net (decrease)increase in cash and cash equivalents
(9,873 ) 314
Cash and cash equivalents at beginning of period
90,962 140,652
Cash and cash equivalents at end of period
$ 81,089 $ 140,966

The accompanying notes are an integral part of these statements.

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-Q and Rule 10-01Basis of Regulation 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-K for the year ended September 30, 2017.Presentation

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-Q and Rule 10-01 of Regulation 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-K for the year ended September 24, 2022.

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 24, 2023 and ~~December 24, 2016~~June 25, 2022 are not necessarily indicative of results for the full year. Sales of our frozen beverages and frozen ~~juice bars and ices~~novelties are generally higher in the fiscal third and fourth quarters due to warmer weather.

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 audited consolidated financial statements and the notes included in the ~~Company~~’sCompany’s Annual Report on Form 10-K for the fiscal year ended September ~~30, 2017.~~24, 2022.

Note 2

~~We recognize revenue from our products when~~Business Combinations

On June 21, 2022, J & J Snack Foods Corp. and its wholly-owned subsidiary, DD Acquisition Holdings, LLC, completed the acquisition of one hundred percent (100%) of the equity interests of Dippin’ Dots Holding, L.L.C. (“Dippin’ Dots”) which, through its wholly-owned subsidiaries, owns and operates the Dippin’ Dots and Doc Popcorn businesses. The purchase price was approximately $223.6 million, consisting entirely of cash, and may be modified for certain customary post-closing purchase price adjustments.

Dippin’ Dots is a leading producer of flash-frozen beaded ice cream treats, and the acquisition will leverage synergies in entertainment and amusement locations, theaters, and convenience to continue to expand our business. The acquisition also includes the Doc Popcorn business operated by Dippin’ Dots.

The financial results of Dippin’ Dots have been included in our consolidated financial statements since the date of the acquisition. Sales and net earnings of Dippin’ Dots were $31.4 million and $6.8 million for the three months ended June 24, 2023, and $60.8 million and $6.0 million for the nine months ended June 24, 2023. Post-acquisition sales and net earnings of Dippin’ Dots were $2.2 million and $0.6 million for the three and nine months ended June 25, 2022. Dippin’ Dots is reported as part of our Food Service segment.

Dippin' Dots Results Included in the ~~products are shipped~~Company's Consolidated Results

	Three months ended				Nine months ended
	June 24,		June 25,		June 24,		June 25,
	2023		2022		2023		2022
	(in thousands)				(in thousands)

Net sales	$	31,417	$	2,218	$	60,762	$	2,218
Net earnings	$	6,786	$	621	$	5,956	$	621

Upon acquisition, the assets and liabilities of Dippin’ Dots were adjusted to their respective fair values as of the closing date of the transaction, including the identifiable intangible assets acquired. In addition, the excess of the purchase price over the fair value of the net assets acquired has been recorded as goodwill. The fair value estimates used in valuing certain acquired assets and liabilities are based, in part, on inputs that are unobservable. For intangible assets, these include, but are not limited to, forecasted future cash flows, revenue growth rates, attrition rates and discount rates.

During the prior quarter ended March 25, 2023, we recorded a measurement period adjustment to the estimated fair values initially recorded on June 21, 2022 which resulted in an increase in Other Current Liabilities of $0.7 million and an increase in Goodwill of $0.7 million. In fiscal year 2022, we previously recorded measurement period adjustments to the estimated fair values initially recorded on June 21, 2022, which resulted in an increase to Property, plant, and equipment, net of $6.5 million, and reductions in Goodwill, Identifiable intangible assets, and Inventories of $4.0 million, $2.2 million, and $0.3 million, respectively. The measurement period adjustments were recorded to better reflect market participant assumptions about facts and circumstances existing as of the acquisition date and did not have a material impact on our consolidated statement of income for the three months, or the nine months, ended June 24, 2023.

The following table reflects: (i) the Company’s preliminary allocation of the purchase price to the assets acquired and liabilities assumed as of the acquisition date; (ii) measurement period adjustments made to the preliminary allocation during the measurement period; and (iii) the final allocation of the purchase price to the assets acquired and liabilities assumed:

Final Dippin' Dots Purchase Price Allocation

	Preliminary Value
	as of acquisition
	date (as previously		Measurement
	reported as of		Period
	June 25, 2022)		Adjustment			As Adjusted
	(in thousands)

Cash and cash equivalents	$	2,259				$	2,259
Accounts receivable, net		12,257					12,257
Inventories		8,812		(301	)		8,511
Prepaid expenses and other		1,215					1,215
Property, plant and equipment, net		24,622		6,548			31,170
Intangible assets		120,400		(2,200	)		118,200
Goodwill (1)		66,634		(3,397	)		63,237
Operating lease right-of-use assets		3,514					3,514
Other noncurrent assets		243					243
Total assets acquired		239,956		650			240,606
Liabilities assumed:
Current lease liabilities		619					619
Accounts payable		6,005					6,005
Other current liabilities		3,532		650			4,182
Noncurrent lease liabilities		2,954					2,954
Other noncurrent liabilities		3,285					3,285
Total liabilities acquired		16,395		650			17,045
Purchase price	$	223,561	$	-		$	223,561

(1) Goodwill was assigned to our ~~customers. Repair~~Food Services segment and ~~maintenance equipment service revenue is recorded when it is performed provided~~was primarily attributed to the ~~customer terms~~assembled workforce of the acquired business and to our expectations of favorable growth opportunities in entertainment and amusement locations, theaters, and convenience based on increased synergies that are ~~that the customer is~~expected to be ~~charged on a time~~achieved from the integration of Dippin’ Dots.

Acquired Intangible Assets

			(in thousands)
	Weighted average		June 21,
	life (years)		2022
Amortizable
Trade name	indefinite		$	76,900
Developed technology		10		22,900
Customer relationships		10		9,900
Franchise agreements		10		8,500
Total acquired intangible assets			$	118,200

As the measurement period ended on June 21, 2023, the adjusted purchase price allocation amounts included in the table above are no longer subject to change. Any adjustments to the purchase price allocation required after the one-year measurement period are expected to be recorded in the consolidated statement of earnings as operating expenses or income.

The following unaudited pro forma information presents the consolidated results of operations as if the business combination in 2022 had occurred as of September 26, 2021, after giving effect to acquisition-related adjustments, including: (1) depreciation and amortization of assets; (2) amortization of unfavorable contracts related to the fair value adjustments of the assets acquired; (3) change in the effective tax rate; (4) interest expense on any debt incurred to fund the acquisitions which would have been incurred had such acquisitions occurred as of September 26, 2021; and (5) merger and acquisition costs.

J & J Snack Foods Corp and ~~material basis~~Dippin' Dots Unaudited Pro Forma Combined Financial Information

	Three months ended		Nine months ended
	June 25,		June 25,
	2022		2022
	(in thousands)		(in thousands)

Net sales	$	404,182	$	1,028,079
Net earnings	$	17,838	$	31,501

Earnings per diluted share	$	0.93	$	1.64
Weighted average number of diluted shares		19,234		19,198

The pro forma information does not reflect the potential benefits of cost and funding synergies, opportunities to earn additional revenues, or other factors, and therefore does not represent what the actual Net sales and Net earnings would have been had the companies actually been combined as of this date.

Note 3

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.

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 $17.7 million at June 24, 2023 and $14.7 million at September 24, 2022.

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

Contract liabilities consist of deferred revenue resulting from service contracts in our Frozen Beverages segment where our customers are billed for service in advance of performance. Contract liabilities also consist of deferred revenue in our Food Service segment resulting from initial franchise fees paid by franchisees, as well as renewal and transfer fees paid by franchisees and license fees paid by licensees which are generally recognized on a straight-line basis over the term of the underlying agreement. Therefore, we have contract liabilities on our balance sheet as follows:

	Three months ended						Nine months ended
	June 24,			June 25,			June 24,			June 25,
	2023			2022			2023			2022
	(in thousands)						(in thousands)

Beginning Balance	$	4,829		$	1,092		$	4,926		$	1,097
Additions to contract liability		2,281			2,270			5,198			4,843
Amounts recognized as revenue		(1,651	)		(1,276	)		(4,665	)		(3,854	)
Ending Balance	$	5,459		$	2,086		$	5,459		$	2,086

Disaggregation of Revenue

See Note 11 for disaggregation of our net sales by class of similar product and type of customer.

Allowance for Doubtful Receivables

The Company continuously monitors collections and payments from its customers and maintains a provision for estimated credit losses. The allowance for doubtful accounts considers a number of factors including the age of receivable balances, the history of losses, expectations of future credit losses, and the customers’ ability to pay off obligations. The allowance for doubtful receivables was $3.4 million and $2.2 million on June 24, 2023 and September 24, 2022, respectively.

Note 4

Depreciation and Amortization Expense

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, franchise agreements, technology and non-compete agreements arising from acquisitions are amortized by the straight-line method over periods ranging from 2 to 20 years. Depreciation expense was $14.1 million and $12.4 million for the three months ended June 24, 2023 and June 25, 2022, respectively and $41.3 million and $36.3 million for the nine months ended June 24, 2023 and June 25, 2022, respectively.

Note 5

Earnings per Share

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 and restricted stock units (“RSU”)’s) or other contracts to issue common stock were exercised and converted into common stock. Our calculation of EPS is as follows:

	Three months ended June 24, 2023
	Income		Shares		Per Share
	(Numerator)		(Denominator)		Amount
	(in thousands, except per share amounts)
Basic EPS
Net earnings available to common stockholders	$	34,981		19,257	$	1.82

Effect of dilutive securities
RSU's and options		-		70		(0.01	)

Diluted EPS
Net earnings available to common stockholders plus assumed conversions	$	34,981		19,327	$	1.81

249,440 anti-dilutive shares have been excluded in the ~~term~~computation of EPS for 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.three months ended June 24, 2023.

	Nine months ended June 24, 2023
	Income		Shares		Per Share
	(Numerator)		(Denominator)		Amount
	(in thousands, except per share amounts)
Basic EPS
Net earnings available to common stockholders	$	48,485		19,239	$	2.52

Effect of dilutive securities
RSU's and options		-		60		(0.01	)

Diluted EPS
Net earnings available to common stockholders plus assumed conversions	$	48,485		19,299	$	2.51

~~Note 3~~379,920 anti-dilutive shares have been excluded in the computation of EPS for the nine months ended June 24, 2023.

	Three months ended June 25, 2022
	Income		Shares		Per Share
	(Numerator)		(Denominator)		Amount
	(in thousands, except per share amounts)
Basic EPS
Net earnings available to common stockholders	$	15,563		19,174	$	0.81

Effect of dilutive securities
RSU's and options		-		60		-

Diluted EPS
Net earnings available to common stockholders plus assumed conversions	$	15,563		19,234	$	0.81

~~Depreciation~~382,431 anti-dilutive shares have been excluded in the computation 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 3 to 20 years. Depreciation expense was $11,152,000 and $8,728,000EPS for the three months ended ~~December 30, 2017 and December 24, 2016, respectively.~~June 25, 2022.

	Nine months ended June 25, 2022
	Income		Shares		Per Share
	(Numerator)		(Denominator)		Amount
	(in thousands, except per share amounts)
Basic EPS
Net earnings available to common stockholders	$	29,925		19,131	$	1.56

Effect of dilutive securities
RSU's and options		-		67		-

Diluted EPS
Net earnings available to common stockholders plus assumed conversions	$	29,925		19,198	$	1.56

~~Note 4~~

~~Basic earnings per common share (EPS) excludes dilution and is computed by dividing income available to common shareholders by~~302,674 anti-dilutive shares have been excluded in 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 calculationcomputation of EPS ~~is as follows:~~for the nine months ended June 25, 2022.

Three Months Ended December 30, 2017

Income

Shares

Per Share

(Numerator)

(Denominator)

Amount

(in thousands, except per share amounts)

Basic EPS

Net Earnings available to common stockholders
$ 36,249 18,666 $ 1.94

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

~~1,000 anti-dilutive shares have been excluded in the computation of EPS for~~ ~~the three months ended~~ ~~December 30, 2017.~~

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

Note 56

~~At December 30, 2017, the Company has three stock-based employee compensation plans. Share-based compensation expense (benefit) was recognized as follows:~~Share-Based Compensation and Post-Retirement Benefits

Three months ended

December 30,

December 24,

2017

2016

(in thousands, except per share amounts)

Stock Options
$ 615 $ (211 )
Stock purchase plan
200 174
Restricted stock issued to an employee
1 1
Total share-based compensation
$ 816 $ (36 )

The above compensation is net of tax benefits
$ 137 $ 783

At June 24, 2023, the Company has two stock-based employee compensation plans. Share-based compensation expense was recognized as follows:

	Three months ended				Nine months ended
	June 24,		June 25,		June 24,		June 25,
	2023		2022		2023		2022
	(in thousands)				(in thousands)


Stock options	$	449	$	693	$	1,628	$	2,115
Stock purchase plan		118		90		542		240
Stock issued to outside directors		39		-		66		-
Restricted stock issued to employees		295		152		669		376
Performance stock issued to employees		177		83		420		204
Total share-based compensation	$	1,078	$	1,018	$	3,325	$	2,935

The above compensation is net of tax benefits	$	305	$	116	$	610	$	549

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 for grants in fiscal 2018 first three months: expected volatility of 16.8%; risk-free interest rate of 2.1%; dividend rate of 1.2% and expected lives of 5 years.~~model.

~~During the~~ ~~fiscal year 2018 three month period, the Company granted 1,500 stock options. The weighted-average grant date fair value of these options was $23.14.~~

~~During the~~ ~~fiscal year 2017 three month period, the Company granted 300 stock options. The weighted-average grant date fair value of these options was $15.15.~~

Expected volatility is based on the historical volatility of the price of our common shares over the past 5051 months for ~~5 year~~5-year options and 10 years for ~~10 year~~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.

The Company did not grant any stock options during the nine months ended June 24, 2023.

During the fiscal year 2022 nine-month period ending June 25, 2022, the Company granted 115,700 stock options. The weighted-average grant date fair value of these options was $23.36.

The Company issued 11,964 service share units (“RSU”)’s in the three months ended June 24, 2023, and 21,864 RSU’s in the nine months ended June 24, 2023. Each RSU entitles the awardee to one share of common stock upon vesting. The fair value of RSU’s was determined based upon the closing price of the Company’s common stock on the date of grant. The Company issued 327 RSU’s in the three months ended June 25, 2022, and 9,200 RSU’s in the nine months ended June 25, 2022.

The Company issued 2,619 performance share units (“PSU”)’s in the three months ended June 24, 2023, and 21,260 PSU’s in the nine months ended June 24, 2023. Each PSU may result in the issuance of up to two shares of common stock upon vesting, dependent upon the level of achievement of the applicable Performance Goal. The fair value of the PSU’s was determined based upon the closing price of the Company’s common stock on the date of grant. Additionally, the Company applies a quarterly probability assessment in computing this non-cash compensation expense, and any change in estimate is reflected as a cumulative adjustment to expense in the quarter of the change. During the nine months ended June 25, 2022, the Company issued 8,868 PSU’s. No such PSU’s were issued in the three months ended June 25, 2022.

Note 67

Income Taxes

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.

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 and $374,000~~0.3 million on ~~December 30, 2017~~both June 24, 2023 and September ~~30, 2017,~~24, 2022, 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 24, 2023, and September ~~30, 2017, respectively,~~24, 2022, the Company has ~~$244,000 and $239,000~~$0.3 million of accrued interest and ~~penalties.~~penalties, respectively.

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 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 impacted by a $1.2 million, or $.06 per diluted share, provision for the one time repatriation tax required under the new tax law. Excluding the deferred tax gain and the one time repatriation tax, ourOur effective tax rate ~~decreased to 28.6% from 34.0%~~was 26.5% for the three months ended June 24, 2023, as compared with 26.6% in the prior fiscal year ~~quarter reflecting~~period.

Our effective tax rate was 26.4% for the ~~reduction~~nine months ended June 24, 2023, as compared with 26.1% in the ~~federal statutory rate to 21% from 35% for the remaining three quarters of~~prior fiscal ~~2018. The gain on the remeasurement of deferred tax liabilities and the one time repatriation tax are preliminary estimates.~~year period.

~~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.

Note 78

~~In May 2014~~New Accounting Pronouncements and in subsequent updates, the FASB issued guidance on revenue recognition which requires that we recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration which we expect to be entitled 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.~~ Policies

In ~~January 2016,~~ December 2022, the FASB issued ASU No. 2022-06, "Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848", to provide optional guidance to temporarily ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. Preceding the issuance of ASU 2020-04, which ~~requires an entity~~established ASC 848, the United Kingdom's Financial Conduct Authority ("FCA") announced that it would no longer need to ~~measure equity investments at fair value with changes in fair value recognized in net income,~~persuade or compel banks to ~~use~~submit to LIBOR after December 31, 2021. In response, the ~~price that~~FASB established December 31, 2022 as the expiration date for ASC 848. In March 2021, the FCA announced the intended cessation date of the overnight 1-, 3-, 6-, and 12-month USD LIBOR would be ~~received by~~June 30, 2023. Because the current relief in Topic 848 may not cover a ~~seller when measuring~~period of time during which a significant number of modifications may take place, this update deferred the ~~fair value of financial instruments for disclosure purposes, and~~sunset date in Topic 848 from December 31, 2022, to December 31, 2024, after which ~~eliminates~~entities will no longer be permitted to apply the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet. Under present guidance, changesrelief in ~~fair value of equity investments are recognized in Stockholders’ Equity.~~Topic 848. This guidance is ~~effective for our fiscal year ended September 2019. Early adoption is~~ not ~~permitted. We do not anticipate that the adoption of this new guidance will~~expected to have a material impact on our consolidated financial ~~statements.~~statements and disclosures.

In ~~February 2016,~~September 2022, 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~~ASU No. 2022-04 “Liabilities – Supplier Finance Programs (Subtopic 405-50): Disclosure of ~~income statement recognition, continuing the distinction between what are currently known as “capital” and “operating” leases for lessees.~~Supplier Finance Program Obligations”. This guidance requires annual and interim disclosures for entities that use supplier finance programs in connection with the purchase of goods and services. These amendments are effective for fiscal years beginning after December 15, 2022, except for the amendment on rollforward information, which is effective for ~~our~~ fiscal ~~year ended September 2020. While we continue to evaluate~~years beginning after December 15, 2023. We are currently assessing the ~~effect~~impact of ~~adopting this~~the guidance on our consolidated financial statements and related disclosures, we expect our operating leases, will 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.disclosures.

Note 89

~~Inventories consist of the following:~~Long-Term Debt

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

In December 2021, the Company entered into an amended and restated loan agreement (the “Credit Agreement”) with our existing banks which provided for up to a $50 million revolving credit facility repayable in December 2026.

Interest accrues, at the Company’s election at (i) the BSBY Rate (as defined in the Credit Agreement), plus an applicable margin, based upon the Consolidated Net Leverage Ratio, as defined in the Credit Agreement, or (ii) the Alternate Base Rate (a rate based on the higher of (a) the prime rate announced from time-to-time by the Administrative Agent, (b) the Federal Reserve System’s federal funds rate, plus 0.50% or (c) the Daily BSBY Rate, plus an applicable margin). The Alternate Base Rate is defined in the Credit Agreement.

The Credit Agreement requires the Company to comply with various affirmative and negative covenants, including without limitation (i) covenants to maintain a minimum specified interest coverage ratio and maximum specified net leverage ratio, and (ii) subject to certain exceptions, covenants that prevent or restrict the Company’s ability to pay dividends, engage in certain mergers or acquisitions, make certain investments or loans, incur future indebtedness, alter its capital structure or line of business, prepay subordinated indebtedness, engage in certain transactions with affiliates, or amend its organizational documents. As of June 24, 2023, the Company is in compliance with all financial covenants terms of the Credit Agreement.

On June 21, 2022, the Company entered into an amendment to the Credit Agreement, the “Amended Credit Agreement” which provided for an incremental increase of $175 million in available borrowings. The Amended Credit Agreement also includes an option to increase the size of the revolving credit facility by up to an amount not to exceed in the aggregate the greater of $225 million or $50 million, plus the Consolidated EBITDA of the Borrowers, subject to the satisfaction of certain terms and conditions.

As of June 24, 2023, $83.0 million was outstanding under the Amended Credit Agreement with a weighted average interest rate of 6.12%. These borrowings have been classified as Long-Term Debt on the Company’s Balance Sheet. As of June 24, 2023, the amount available under the Amended Credit Agreement was $132.2 million, after giving effect to the outstanding letters of credit. As of September 24, 2022, $55.0 million was outstanding under the Credit Agreement. As of September 24, 2022, the amount available under the Amended Agreement was $160.2 million, after giving effect to the outstanding letters of credit.

Note 910

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.Inventory

Inventories consist of the following:

	June 24,		September 24,
	2023		2022
	(unaudited)
	(in thousands)

Finished goods	$	88,390	$	86,464
Raw materials		35,534		41,505
Packaging materials		14,475		16,637
Equipment parts and other		39,221		35,867
Total inventories	$	177,620	$	180,473

Note 11

Segment Information

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~~segment are soft pretzels, frozen ~~juice treats and desserts,~~novelties, churros, ~~dough enrobed~~ handheld products and baked goods. Our customers in the food service ~~industry~~segment include snack bars and food stands in chain, department and discount stores; malls and shopping centers; casual dining restaurants, fast food outlets; stadiums and sports arenas; leisure and theme 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.~~point-of-sale or for take-away.

Retail Supermarkets

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

Frozen Beverages

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

The Chief Operating Decision Maker for Food Service, ~~and~~ Retail Supermarkets and ~~the Chief Operating Decision Maker for~~ Frozen Beverages reviews 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~~Maker and management when determining each segment’s, and the ~~company’s~~Company’s, financial condition and operating performance. In addition, the Chief Operating Decision ~~Makers review~~Maker reviews and ~~evaluate~~evaluates depreciation, capital spending and assets of each segment on a quarterly basis to monitor cash flow and asset needs of each segment. Information regarding the operations in these three reportable segments is as follows:

	Three months ended						Three months ended						Nine months ended
	December 30,			December 24,			June 24,			June 25,			June 24,			June 25,
	2017			2016			2023			2022			2023			2022
	(unaudited)
	(in thousands)
Sales to External Customers:
Sales to external customers:
Food Service
Soft pretzels	$	50,131		$	41,494		$	63,527		$	55,946		$	171,242		$	149,628
Frozen juices and ices		7,184			7,479
Frozen novelties								47,410			17,155			95,782			32,917
Churros		14,592			14,438			30,470			25,614			81,147			62,550
Handhelds		10,252			7,479			17,003			25,740			60,884			64,741
Bakery		94,933			75,279			87,582			95,495			281,830			287,293
Other		5,172			4,128			8,988			7,892			20,673			18,785
Total Food Service	$	182,264		$	150,297		$	254,980		$	227,842		$	711,558		$	615,914

Retail Supermarket
Soft pretzels	$	10,512		$	8,944		$	10,269		$	11,696		$	40,767		$	43,642
Frozen juices and ices		9,727			9,851
Frozen novelties								41,684			41,865			80,423			78,586
Biscuits								5,135			6,066			18,906			20,024
Handhelds		3,026			3,450			4,452			1,589			11,443			3,934
Coupon redemption		(751	)		(1,259	)		(385	)		(605	)		(936	)		(2,227	)
Other		562			633			(5	)		397			(20	)		501
Total Retail Supermarket	$	23,076		$	21,619		$	61,150		$	61,008		$	150,583		$	144,460

Frozen Beverages
Beverages	$	34,303		$	28,276		$	72,878		$	57,791		$	153,336		$	126,919
Repair and maintenance service		19,004			18,091			24,144			22,892			70,556			65,903
Machines sales		6,313			7,039
Machines revenue								11,554			9,868			26,817			25,257
Other		250			248			1,063			826			2,116			1,777
Total Frozen Beverages	$	59,870		$	53,654		$	109,639		$	91,377		$	252,825		$	219,856

Consolidated Sales	$	265,210		$	225,570
Consolidated sales							$	425,769		$	380,227		$	1,114,966		$	980,230

Depreciation and Amortization:
Depreciation and amortization:
Food Service	$	7,098		$	5,732		$	9,797		$	7,097		$	28,852		$	20,436
Retail Supermarket		290			278			540			405			1,423			1,157
Frozen Beverages		4,598			3,901			5,426			5,514			16,109			16,474
Total Depreciation and Amortization	$	11,986		$	9,911
Total depreciation and amortization							$	15,763		$	13,016		$	46,384		$	38,067

Operating Income :
Operating Income:
Food Service	$	15,900		$	17,054		$	20,786		$	2,640		$	32,306		$	12,177
Retail Supermarket		2,558			1,046			4,168			2,341			5,766			8,416
Frozen Beverages		2,770			1,227			23,340			16,279			29,743			19,600
Total Operating Income	$	21,228		$	19,327
Total operating income							$	48,294		$	21,260		$	67,815		$	40,193

Capital Expenditures:
Capital expenditures:
Food Service	$	9,441		$	6,587		$	20,015		$	21,673		$	58,621		$	45,757
Retail Supermarket		-			82			345			2,815			1,824			6,438
Frozen Beverages		5,182			4,730			6,988			4,437			16,027			12,036
Total Capital Expenditures	$	14,623		$	11,399
Total capital expenditures							$	27,348		$	28,925		$	76,472		$	64,231

Assets:
Food Service	$	635,988		$	594,963		$	959,657		$	957,719		$	959,657		$	957,719
Retail Supermarket		21,531			22,128			12,327			29,147			12,327			29,147
Frozen Beverages		207,498			177,082			332,113			304,376			332,113			304,376
Total Assets	$	865,017		$	794,173
Total assets							$	1,304,097		$	1,291,242		$	1,304,097		$	1,291,242

Note 1012

~~Our three reporting units, which are also reportable segments, are Food Service, Retail Supermarkets~~Intangible Assets and Goodwill

Our reportable segments are Food Service, Retail Supermarkets and Frozen Beverages.

Intangible Assets

The carrying amounts of acquired intangible assets for the Food Service, Retail Supermarkets and Frozen ~~Beverage~~Beverages segments as of ~~December 30, 2017~~June 24, 2023 and September ~~30, 2017~~24, 2022 are as follows:

December 30, 2017

September 30, 2017

Gross

Gross

Carrying

Accumulated

Carrying

Accumulated

Amount

Amortization

Amount

Amortization

(in thousands)

FOOD SERVICE

Indefinite lived intangible assets

Trade Names
$ 16,628 $ - $ 16,628 $ -

Amortized intangible assets

Non compete agreements
980 302 980 263
Customer relationships
20,510 7,011 20,510 6,476
License and rights
1,690 1,080 1,690 1,058
TOTAL FOOD SERVICE
$ 39,808 $ 8,393 $ 39,808 $ 7,797

RETAIL SUPERMARKETS

Indefinite lived intangible assets

Trade Names
$ 6,557 $ - $ 6,557 $ -

Amortized Intangible Assets

Trade names
649 130 649 130
Customer relationships
7,979 3,022 7,979 2,822
TOTAL RETAIL SUPERMARKETS
$ 15,185 $ 3,152 $ 15,185 $ 2,952

FROZEN BEVERAGES

Indefinite lived intangible assets

Trade Names
$ 9,315 $ - $ 9,315 $ -
Distribution rights
6,900 - 6,900 -

Amortized intangible assets

Customer relationships
257 56 257 50
Licenses and rights
1,400 811 1,400 794
TOTAL FROZEN BEVERAGES
$ 17,872 $ 867 $ 17,872 $ 844

CONSOLIDATED
$ 72,865 $ 12,412 $ 72,865 $ 11,593

	June 24, 2023				September 24, 2022
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
	(in thousands)
FOOD SERVICE

Indefinite lived intangible assets
Trade names	$	85,872	$	-	$	85,872	$	-

Amortized intangible assets
Non compete agreements		-		-		670		670
Franchise agreements		8,500		850		8,500		212
Customer relationships		22,900		9,673		22,900		7,790
Technology		23,110		2,307		23,110		576
License and rights		1,690		1,544		1,690		1,481
TOTAL FOOD SERVICE	$	142,072	$	14,374	$	142,742	$	10,729

RETAIL SUPERMARKETS

Indefinite lived intangible assets Trade names	$	11,938	$	-	$	11,938	$	-

Amortized intangible Assets
Trade names		-		-		649		649
Customer relationships		7,687		7,063		7,907		6,693
TOTAL RETAIL SUPERMARKETS	$	19,625	$	7,063	$	20,494	$	7,342


FROZEN BEVERAGES

Indefinite lived intangible assets
Trade names	$	9,315	$	-	$	9,315	$	-
Distribution rights		36,100		-		36,100		-

Amortized intangible assets
Customer relationships		1,439		653		1,439		545
Licenses and rights		1,400		1,194		1,400		1,142
TOTAL FROZEN BEVERAGES	$	48,254	$	1,847	$	48,254	$	1,687

CONSOLIDATED	$	209,951	$	23,284	$	211,490	$	19,758

~~Amortized~~Amortizing 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 24, 2023 and ~~December~~June 25, 2022 was $1.7 million and $0.6 million, respectively. Aggregate amortization expense of intangible assets for the nine months ended June 24, ~~2016~~2023 and June 25, 2022 was ~~$819,000~~$5.1 million and ~~$1,108,000,~~$1.8 million, respectively.

Estimated amortization expense for the next five fiscal years is approximately ~~$3,500,000~~$1.6 million in ~~2018, $3,400,000~~2023 (excluding the nine months ended June 24, 2023), $6.2 million in ~~2019, $3,000,000~~2024, $5.6 million in ~~2020, $2,400,000~~2025 and 2026, and $4.6 million in ~~2021 and $2,300,000 in 2022.~~ 2027.

The weighted amortization period of the intangible assets, in total, is ~~10.8~~10.4 years. The weighted amortization period by intangible asset class is 10 years for Technology, 10 years for Customer relationships, 20 years for Licenses & rights, and 10 years for Franchise agreements.

Goodwill

The carrying amounts of goodwill for the Food Service, Retail Supermarket and Frozen ~~Beverage~~Beverages 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)

June 24, 2023	$	124,426	$	4,146	$	56,498	$	185,070

September 24, 2022	$	123,776	$	4,146	$	56,498	$	184,420

~~In last year’s fiscal year, goodwill of $1,236,000 was acquired~~

Note 13

Investments

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 ~~ICEE distributor acquisition~~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 ~~our frozen beverage segment, goodwill~~pricing an asset or liability. As a basis for considering such assumptions, the FASB has established three levels of ~~$14,175,000 was acquired in the Hill & Valley acquisition in our food service segment and goodwill of $658,000 was acquired in our Labriola Baking acquisition, also in our food service segment.~~inputs that may be used to measure fair value:

~~Note~~Level 11

~~We have classified our investment securities~~Observable input such as ~~marketable securities held to maturity and available~~quoted prices in active markets for ~~sale. The FASB defines fair value as the price that would be received from selling an asset~~identical assets 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:liabilities;

Level 12

Observable ~~input such as quoted prices~~inputs, other than Level 1 inputs in active markets, ~~for identical assets or liabilities;~~

~~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 and 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 and corporate bonds ~~and certificates of deposit~~ are classified within Level 2 of the fair value hierarchy.

As of June 24, 2023, the Company held no held to maturity investment securities.

The amortized cost, unrealized gains and losses, and fair market values of our investment securities ~~held to maturity~~available for sale at ~~December 30, 2017~~June 24, 2023 are summarized as follows:

Gross

Gross

Fair

Amortized

Unrealized

Unrealized

Market

Cost

Gains

Losses

Value

(in thousands)

Corporate Bonds
$ 125,591 $ 165 $ 551 $ 125,205
Certificates of Deposit
5,920 8 - 5,928
Total marketable securities held to maturity
$ 131,511 $ 173 $ 551 $ 131,133

			Gross		Gross		Fair
	Amortized		Unrealized		Unrealized		Market
	Cost		Gains		Losses		Value
	(in thousands)

Mutual Funds	$	3,588	$	-	$	709	$	2,879
Preferred Stock		1,487		147		-		1,634
Total marketable securities available for sale	$	5,075	$	147	$	709	$	4,513

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

Gross

Gross

Fair

Amortized

Unrealized

Unrealized

Market

Cost

Gains

Losses

Value

(in thousands)

Mutual Funds
$ 13,003 $ 58 $ 237 $ 12,824
Preferred Stock
16,791 608 73 17,326
Total marketable securities available for sale
$ 29,794 $ 666 $ 310 $ 30,150

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, 2019 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~~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 2017 through 2021, with $123 million maturing within 3 years. Our expectation is that we will hold the corporate bonds to their maturity dates and redeem them at our amortized cost.

The amortized cost, unrealized gains and losses, and fair market values of our investment securities held to maturity at September ~~30, 2017~~24, 2022 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		4,011		-		21		3,990
Certificates of Deposit		5,920		18		1		5,937
Total marketable securities held to maturity	$	120,021	$	442	$	156	$	120,307	$	4,011	$	-	$	21	$	3,990

The amortized cost, unrealized gains and losses, and fair market values of our investment securities available for sale at September ~~30, 2017~~24, 2022 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	$	3,588	$	-	$	742	$	2,846
Preferred Stock		16,791		711		82		17,420		2,816		46		-		2,862
Total marketable securities available for sale	$	29,794	$	788	$	322	$	30,260	$	6,404	$	46	$	742	$	5,708

The amortized cost and fair value of the ~~Company~~’sCompany’s held to maturity securities by contractual maturity at ~~December 30, 2017~~June 24, 2023 and September ~~30, 2017~~24, 2022 are summarized as follows:

September 24, 2011

December 30, 2017

September 30, 2017

Fair

Fair

Amortized

Market

Amortized

Market

Cost

Value

Cost

Value

(in thousands)

Due in one year or less
$ 49,445 $ 49,444 $ 59,113 $ 59,194
Due after one year through five years
82,066 81,689 60,908 61,113
Due after five years through ten years
- -
Total held to maturity securities
$ 131,511 $ 131,133 $ 120,021 $ 120,307
Less current portion
49,445 49,444 59,113 59,194
Long term held to maturity securities
$ 82,066 $ 81,689 $ 60,908 $ 61,113

	June 24, 2023				September 24, 2022
			Fair				Fair
	Amortized		Market		Amortized		Market
	Cost		Value		Cost		Value
	(in thousands)

Due in one year or less	$	-	$	-	$	4,011	$	3,990
Due after one year through five years		-		-		-		-
Due after five years through ten years		-		-		-		-
Total held to maturity securities	$	-	$	-	$	4,011	$	3,990
Less current portion		-		-		4,011		3,990
Long term held to maturity securities	$	-	$	-	$	-	$	-

There were no proceeds from the redemption and sales of marketable securities in the three months ended June 24, 2023 or in the three months ended June 25, 2022. Proceeds from the redemption and sale of marketable securities were ~~$19,096,000~~$5.3 million in the nine months ended June 24, 2023 and were $11.5 million in the nine months ended June 25, 2022, respectively. Gains of $0.1 million were recorded in the three and nine months ended ~~December 30, 2017~~June 24, 2023, respectively, and ~~$475,000~~losses of $0.3 million and $0.4 million were recorded in the three and nine months ended ~~December~~June 25, 2022. Included in the gains and losses were an unrealized gain of $0.1 million and an unrealized loss of $0.4 million in the nine months ended June 24, ~~2016,~~2023 and June 25, 2022, respectively. ~~Gains~~An unrealized gain of ~~$7,558~~$0.1 million and an unrealized loss of $0.3 million were recorded in the three months ended ~~December 30, 2017~~June 24, 2023, and ~~no gains or losses were recorded in the three months ended December 24, 2016.~~June 25, 2022, respectively. We use the specific identification method to determine the cost of securities sold.

~~Note~~ 12

Note 14

Accumulated Other Comprehensive Income (Loss)

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

	Three months ended			Nine months ended
	June 24, 2023			June 24, 2023
	(in thousands)			(in thousands)

	Foreign Currency			Foreign Currency
	Translation Adjustments			Translation Adjustments

Beginning Balance	$	(11,774	)	$	(13,713	)

Other comprehensive income		2,775			4,714
Ending Balance	$	(8,999	)	$	(8,999	)

	Three months ended			Nine months ended
	June 25, 2022			June 25, 2022
	(in thousands)			(in thousands)

	Foreign Currency			Foreign Currency
	Translation Adjustments			Translation Adjustments

Beginning Balance	$	(13,281	)	$	(13,383	)

Other comprehensive (loss) income		(93	)		9
Ending Balance	$	(13,374	)	$	(13,374	)

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 December 24, 2016

(unaudited)

(in thousands)

Unrealized Holding

Foreign Currency

Loss on

Translation Adjustments

Marketable Securities

Total

Beginning Balance
$ (13,086 ) $ (329 ) $ (13,415 )

Other comprehensive(loss)income before reclassifications
(1,104 ) (103 ) (1,207 )

Amounts reclassified from accumulated other comprehensive income
- - -

Ending Balance
$ (14,190 ) $ (432 ) $ (14,622 )

Note 1315

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.Leases

~~On May 22, 2017, we acquired an ICEE distributor doing business in Georgia and Tennessee for approximately $11 million.~~ General Lease Description

~~On August 16, 2017, we acquired Labriola Baking Company, a bakery~~ We have operating leases with initial noncancelable lease terms in excess of ~~breads~~one year covering the rental of various facilities and ~~artisan soft pretzels located~~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, warehouse, and manufacturing facilities as well as manufacturing and non-manufacturing equipment used in ~~Alsip, IL~~our business. The remaining lease terms for approximately $6 million. Labriola Bakery, with sales of approximately $17 million annually, is a manufacturer of pre-baked breads, rolls and soft pretzels for retail in-store bakery and foodservice outlets nationwide.

~~Note 14~~

~~Subsequent Event~~

On January 8, 2018, Hom/Ade Foods, Inc, a wholly owned subsidiary of J & J Snack Foods Corp. (the “Company”), issued a Product Recall Notification for certain products marketed under the name “MARY B~~’s Biscuits,” which have the potential~~these operating leases range from 1 month to ~~be contaminated with~~ ~~Listeria monocytogenes.~~ The affected products were manufactured by Flowers Foods, Inc. (“Flowers”), and the Company is working in coordination with Flowers and the U.S. Food and Drug Administration to effectuate the recall. We believe that Flowers, the manufacturer of the recalled product and initiator of the recall, is contractually obligated to indemnify us against all costs related to a recall triggered by defective product or governmental demand. Although we are not able to estimate the costs related to the recall presently, we do not expect the costs to have a material impact on our financial statements. Additionally, we expect to be reimbursed by Flowers for our costs related to the recall. ~~We anticipate disruption to our product supply and sales going forward.~~

~~Item 2.~~

~~Management’s Discussion and Analysis of~~ F~~inancial Condition and Results of Operations~~

~~Liquidity and Capital Resources~~20 years.

~~Our current cash~~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 ~~cash equivalents balances, investments and cash expected~~non-manufacturing equipment used in our business. The remaining lease terms for these finance leases range from 1 year 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 per share of its common stock payable on January 4, 2018, to shareholders of record as of the close of business on December 13, 2017.6 years.

~~In our fiscal year ended September 30, 2017, we purchased~~Significant Assumptions and ~~retired 142,665 shares of our common stock at~~Judgments

Contract Contains a cost of $18,228,763. In the three months ended December 30, 2017 we did not purchase and retire any shares. 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; 405,110 shares remain to be purchased under this authorization.Lease

In evaluating our contracts to determine whether a contract is or contains a lease, we considered the ~~three months ended December 30, 2017~~following:

•

Whether 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.

Allocation of Consideration

In determining how to allocate consideration between lease and ~~December 24, 2016 fluctuations~~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 a lease-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 ~~valuation~~lease, is the incremental borrowing rate, which is the rate of interest that we would have to pay to borrow on a collateralized 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 ~~Mexican and Canadian currencies and~~lease liability at the ~~resulting translation~~date of adoption. In the development of the ~~net assets~~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 24, 2023, the weighted-average discount rate of our ~~Mexican~~operating and ~~Canadian subsidiaries caused an increase~~finance leases was 4.3% and 3.9%, respectively. As of ~~$3,887,000 in accumulated other comprehensive loss in~~June 25, 2022, the ~~2018 first quarter~~weighted-average discount rate of our operating and ~~an increase of $1,104,000 accumulated other comprehensive loss in the 2017 first quarter.~~finance leases was 3.3% and 3.2%, respectively.

~~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~~Practical Expedients and ~~requires commitment fees in accordance with standard banking practice. There were no outstanding balances under this facility at December 30, 2017.~~Accounting Policy Elections

~~Results~~We elected the package of ~~Operations~~

~~Net sales increased $39,640,000~~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 ~~18% to $265,210,000 for the three months ended December 30, 2017 compared to the three months ended December 24, 2016. Excluding sales~~less from Hill & Valley, Inc., acquired in January 2017, an ICEE distributor located in the Southeast acquired in June 2017 and Labriola Bakery which was acquired in August 2017, sales increased approximately 7% for the quarter.

~~FOOD SERVICE~~

Sales to food service customers increased $ 31,967,000 or 21% in the first quarter to $182,264,000. Excluding sales of Hill & Valley and Labriola, sales increased $9,569,000 or 6% for the first quarter. Soft pretzel sales to the food service market increased 21% to $50,131,000 in the quarter and about 14% without Labriola sales. In addition 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.~~

~~Frozen juices and ices sales decreased 4% to $7,184,000 in the three months with sales increases and decreases across our customer base.~~

~~Churro sales to food service customers were up 1% in the quarter to $14,592,000.~~

~~Sales of bakery products increased $19,654,000 or 26% in the first quarter to $94,933,000. Excluding sales of Hill & Valley, bakery sales were essentially flat for the quarter.~~Consolidated Balance Sheets.

~~Sales of handhelds increased $2,773,000 or 37%~~Amounts Recognized in the ~~quarter~~Financial Statements

The components of lease expense were as follows:

	Three months ended		Three months ended		Nine months ended		Nine months ended
	June 24, 2023		June 25, 2022		June 24, 2023		June 25, 2022
Operating lease cost in Cost of goods sold and Operating expenses	$	4,327	$	3,630	$	12,077	$	11,550
Finance lease cost:
Amortization of assets in Cost of goods sold and Operating expenses	$	71	$	19	$	127	$	141
Interest on lease liabilities in Interest expense & other		11		1		15		8
Total finance lease cost	$	82	$	20	$	142	$	149
Short-term lease cost in Cost of goods sold and Operating expenses		-		-		-		-
Total net lease cost	$	4,409	$	3,650	$	12,219	$	11,699

Supplemental balance sheet information related to leases is as follows:

	June 24, 2023		September 24, 2022
Operating Leases
Operating lease right-of-use assets	$	83,089	$	51,137

Current operating lease liabilities	$	14,675	$	13,524
Noncurrent operating lease liabilities		73,361		42,660
Total operating lease liabilities	$	88,036	$	56,184

Finance Leases
Finance lease right-of-use assets in Property, plant and equipment, net	$	839	$	328

Current finance lease liabilities	$	188	$	124
Noncurrent finance lease liabilities		650		254
Total finance lease liabilities	$	838	$	378

Supplemental cash flow information related to leases is as follows:

	Three months ended		Three months ended		Nine months ended		Nine months ended
	June 24, 2023		June 25, 2022		June 24, 2023		June 25, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	4,422	$	4,181	$	12,201	$	12,189
Operating cash flows from finance leases	$	11	$	1	$	15	$	8
Financing cash flows from finance leases	$	79	$	39	$	150	$	150

Supplemental noncash information on lease liabilities arising from obtaining right-of-use assets	$	37,030	$	4,652	$	43,527	$	11,717
Supplemental noncash information on lease liabilities removed due to purchase of leased asset	$	-	$	-	$	-	$	-

As of June 24, 2023, the maturities of lease liabilities were as follows:

	Operating Leases			Finance Leases
Three months ending September 30, 2023		4,716			74
2024		17,447			244
2025		14,033			189
2026		10,808			154
2027		9,807			153
Thereafter		56,572			110
Total minimum payments		113,383		$	924
Less amount representing interest		(25,347	)		(86	)
Present value of lease obligations	$	88,036		$	838

As of June 24, 2023 the weighted-average remaining term of our operating and finance leases was 10.9 years and 4.4 years, respectively. As of September 24, 2022, the weighted average remaining term of our operating and finance leases was 5.8 years and 3.3 years, respectively.

Note 16

Related Parties

We have related party expenses for distribution and shipping related costs with ~~all~~NFI Industries, Inc. (“NFI”). Our director, Sidney R. Brown, is CEO and an owner of NFI Industries, Inc. The Company paid $13.5 million and $41.1 million to NFI in the three and nine months ended June 24, 2023 and paid $12.0 million and $16.0 million through the three and nine months ended June 25, 2022. Of the amounts paid to NFI, the amount related to management services performed by NFI was $0.3 million and $0.6 million in the three and nine months ended June 24, 2023, and $0.1 million and $0.4 in the three and nine months ended June 25, 2022. The remainder of the ~~increase coming from sales~~costs related to ~~three customers. Sales~~amounts that were passed through to the third-party distribution and shipping vendors that are being managed on the Company’s behalf by NFI. As of ~~funnel cake increased $911,000 or 23%~~June 24, 2023, and September 24, 2022, our consolidated balance sheet included related party trade payables of approximately $4.1 million and $2.9 million, respectively.

In June 2023, the Company began leasing a regional distribution center in Terrell, Texas that was constructed by, and is owned by, a subsidiary of NFI. The distribution center will be operated by NFI for the ~~quarter~~Company, pursuant to ~~$4,794,000 as we~~a Distribution Services Agreement. Under the Distribution Services Agreement, NFI will provide logistics and warehouse management services. NFI will continue to ~~increase sales to school food service.~~

Sales of new products in the first twelve months since their introduction were approximately $8 million in this quarter. Price increases had no impact on sales 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 $1,384,000 to operating income in the quarter; however, operating income in the balance of our food service business was impacted by generally higher costs for payroll 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.

~~RETAIL SUPERMARKETS~~

~~Sales of products to retail supermarkets increased $1,457,000 or 7% to $23,076,000 in the first quarter. Soft pretzel sales~~perform distribution-related management services for the ~~first quarter~~Company as well. At the lease commencement date, $28.7 million was recorded as an operating right-of-use asset, $0.2 million was recorded as a current operating lease liability, and $28.5 million was recorded as a non-current operating lease liability. No payments on the lease were ~~up 18%~~made to $10,512,000 primarily due to sales of AUNTIE ANNE’S soft pretzels under a license agreement entered into in 2017. Sales of frozen juices and ices decreased $124,000 or 1% to $9,727,000 in the first quarter. Handheld sales to retail supermarket customers decreased 12% to $3,026,000 in the quarter as the sales of this product line continues their long term decline.

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

Operating income in our Retail Supermarkets segment was $2,558,000 in this year’s first quarter compared to $1,046,000 in last year’s quarter, a 145% increase. Lower coupon expense of $508,000 and lower media spending of $543,000 along with the 18% increase in soft pretzel sales were the major reasons for the increase in operating income.

~~FROZEN BEVERAGES~~

Frozen beverage and related product sales increased 12% to $59,870,000 in the first quarter and excluding sales of the acquired ICEE distributor were up about 10%. Beverage related sales alone were up 21% to $34,303,000 in the quarter and were up about 19% without the sales of the acquired ICEE distributor. Gallon sales were up 15% forNFI during the three months ended June 24, 2023.

All agreements with ~~higher sales~~NFI include terms that are consistent with those that we believe would have been negotiated at an arm’s length with an independent party.

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

Statements made in this Form 10-Q that are not historical or current facts are “forward-looking statements” made pursuant to ~~movie theatres~~the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and ~~across our customer base. Service revenue increased 5%~~Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate,” “intend,” or “continue,” or, the negative thereof. We intend that such forward-looking statements be subject to ~~$19,004,000~~the safe harbors of the Act and the Exchange Act. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the ~~first quarter~~future. However, forward-looking statements are subject to risks, uncertainties, assumptions, and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Objective

This Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide a reader of our financial statements with ~~sales increases~~a narrative form from the perspective of our management regarding our financial condition and ~~decreases spread throughout~~results of operations, liquidity and certain other factors that may affect our ~~customer base.~~future results. The following discussion should be read in conjunction with the consolidated financial statements and accompanying notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q and within the Company’s Annual Report on Form 10-K filed for the fiscal year ended September 24, 2022.

Business Overview

The Company manufactures snack foods and distributes frozen beverages which it markets nationally to the foodservice and retail supermarket industries. The Company’s principal snack food products are soft pretzels, frozen novelties, churros and bakery products. We believe we are the largest manufacturer of soft pretzels in the United States. Other snack food products include funnel cake and handheld products. The Company’s principal frozen beverage products are the ICEE brand frozen carbonated beverage and the SLUSH PUPPIE brand frozen non-carbonated beverage,

~~Sales of beverage machines, which tend~~The Company’s Food Service and Frozen Beverages sales are made principally to ~~fluctuate from year to year while following no specific trend, were $6,313,000, a decrease of 10%. Operating income~~foodservice customers including snack bar and food stand locations in ~~our Frozen Beverage segment increased to $2,770,000 in this quarter compared to $1,227,000 last year as a result of significantly higher beverage sales.~~leading chain, department, discount, warehouse club and convenience stores; malls and shopping centers; fast food and casual dining restaurants; stadiums and sports arenas; leisure and theme parks; movie theaters; independent retailers; and schools, colleges and other institutions. The Company’s retail supermarket customers are primarily supermarket chains.

~~CONSOLIDATED~~RESULTS OF OPERATIONS – Three and nine months ended June 24, 2023

The following discussion provides a review of results for the three and nine months ended June 24, 2023 as compared with the three and nine months ended June 25, 2022.

Summary of Results	Three months ended									Nine months ended
	June 24,			June 25,						June 24,			June 25,
	2023			2022			% Change			2023			2022			% Change
	(in thousands)									(in thousands)

Net Sales	$	425,769		$	380,227			12.0	%	$	1,114,966		$	980,230			13.7	%

Cost of goods sold		282,887			271,151			4.3	%		790,845			726,431			8.9	%
Gross Profit		142,882			109,076			31.0	%		324,121			253,799			27.7	%

Operating expenses
Marketing		31,308			24,002			30.4	%		79,024			65,945			19.8	%
Distribution		44,485			48,157			(7.6	)%		124,722			109,821			13.6	%
Administrative		18,740			15,724			19.2	%		53,050			37,812			40.3	%
Other general expense (income)		55			(67	)		(182.1	)%		(490	)		28			(1850.0	)%
Total Operating Expenses		94,588			87,816			7.7	%		256,306			213,606			20.0	%

Operating Income		48,294			21,260			127.2	%		67,815			40,193			68.7	%

Other income (expense)
Investment income		633			106			497.2	%		1,719			537			220.1	%
Interest expense		(1,314	)		(156	)		742.3	%		(3,697	)		(231	)		1500.4	%

Earnings before income taxes		47,613			21,210			124.5	%		65,837			40,499			62.6	%

Income tax expense		12,632			5,647			123.7	%		17,352			10,574			64.1	%

NET EARNINGS	$	34,981		$	15,563			124.8	%	$	48,485		$	29,925			62.0	%

Comparisons as a Percentage of Net Sales	Three months ended									Nine months ended
	June 24,			June 25,						June 24,			June 25,
	2023			2022			Basis Pt Chg			2023			2022			Basis Pt Chg
Gross profit		33.6	%		28.7	%		490			29.1	%		25.9	%		320
Marketing		7.4	%		6.3	%		110			7.1	%		6.7	%		40
Distribution		10.4	%		12.7	%		(230	)		11.2	%		11.2	%		-
Administrative		4.4	%		4.1	%		30			4.8	%		3.9	%		90
Operating income		11.3	%		5.6	%		570			6.1	%		4.1	%		200
Earnings before income taxes		11.2	%		5.6	%		560			5.9	%		4.1	%		180
Net earnings		8.2	%		4.1	%		410			4.3	%		3.1	%		120

Net Sales

Net sales increased by $45.5 million, or 12.0%, to $425.8 million for the three months ended June 24, 2023. Net sales in the period included $31.4 million of net sales from Dippin’ Dots, an increase of $29.2 million over prior year quarter. Net sales increased by $134.7 million, or 13.7%, to $1,115.0 million for the nine months ended June 24, 2023. Net sales in the period included $60.8 million of net sales from Dippin’ Dots, an increase of $58.5 million over prior year. Organic sales growth, across the nine months ended June 24, 2023, was driven by growth across all three of the Company’s business segments, led by our core products including soft pretzels, churros, frozen novelties and frozen beverages. In the three months ended June 24, 2023, organic sales growth was primarily driven by growth in the frozen beverages segment.

Gross Profit

Gross Profit increased by $33.8 million, or 31.0%, to $142.9 million for the three months ended June 24, 2023. As a percentage of sales, gross profit increased from 28.7% to 33.6% for the three months ended June 24, 2023. The increase in gross profit as a percentage of sales was ~~27.63%~~driven by our pricing actions and a better product mix, along with the stabilization of inflationary pressures on the back of historic highs in the ~~three month~~fiscal year 2022. Overall, inflationary increases were in the low single digits when compared with prior year quarter. The cost of key ingredients including flour, oils, dairy and meats have declined, though double-digit inflationary increases were seen in sugar/sweeteners and mixes, which continued to negatively impact margins on certain products including frozen novelties and churros.

Gross Profit increased by $70.3 million, or 27.7%, to $324.1 million for the nine months ended June 24, 2023, when compared to the same period ~~this year and 29.21% last year. About 20%~~ of ~~the~~2022. As a percentage of sales, gross profit ~~percentage decrease~~for the nine months ended June 24, 2023, increased from 25.9% to 29.1%. The increase in ~~the quarter resulted from the lower~~ gross profit percentage of the Hill & Valley business. The balance of the decrease was caused by higher costs for payroll and insurance, inefficiencies in our recently acquired Labriola production facility (compounded by the integration of products previously manufactured at other facilities), product mix changes, 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.

~~Total operating expenses increased $5,483,000 in the first quarter but~~ as a percentage of sales ~~decreased to 19.6% from 20.6% last year. Marketing expenses decreased to 8.14%~~was driven by our pricing actions and a better product mix, along with the stabilization of ~~sales in this year’s quarter from 9.01% last year primarily because~~inflationary pressures on the back of lower media spending 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% of sales in last year’s quarter. Administrative expenses were 3.53% of sales this quarter compared to 3.59% of sales last yearhistoric highs in the ~~first quarter~~fiscal year 2022.

Operating Expenses

Operating ~~income~~ Expenses increased ~~$1,901,000~~$6.8 million, or ~~10%~~7.7%, to ~~$21,228,000~~$94.6 million for the three months ended June 24, 2023. As a percentage of sales, operating expenses decreased from 23.1% to 22.2%, As a percentage of sales, distribution expenses for the three months ended June 24, 2023, decreased from 12.7% to 10.4%, reflecting the benefits seen from our supply chain transformation initiatives, along with declining diesel prices and carrier costs. As a percentage of sales, marketing expenses for the three months ended June 24, 2023, increased from 6.3% to 7.4%, with the increase somewhat attributable to the timing of seasonal spend on sponsorships and demos. As a percentage of sales, general and administrative expenses for the three months ended June 24, 2023, increased from 4.1% to 4.4%, with the increase largely attributable to the impact of Dippin’ Dots.

Operating Expenses increased $42.7 million, or 20.0%, to $256.3 million for the nine months ended June 24, 2023. As a percentage of sales, operating expenses increased from 21.8% to 23.0%. As a percentage of sales, distribution expenses remained flat at 11.2%, which reflects the benefit noted above on the current quarter’s distribution expense offset by inflationary pressures noted in fuel and outbound freight that had impacted the Company comparatively earlier in the ~~first quarter as~~fiscal year. As a ~~result~~percentage of sales, marketing expenses increased from 6.7% to 7.1%. As a percentage of sales, general and administrative expenses increased from 3.9% to 4.8%, with the ~~aforementioned items.~~increase largely attributable to the impact of Dippin’ Dots.

Other Income and Expense

Investment income increased by ~~$262,000~~$0.5 million to $0.6 million and by $1.2 million to $1.7 million for the three months, and nine months, ended June 24, 2023, respectively. The increases were primary due to the improving interest rate environment in fiscal 2023.

Interest expense increased by $1.1 million to $1.3 million and by $3.5 million to $3.7 million for the three months, and nine months, ended June 24, 2023, respectively, due to the Company’s outstanding borrowings on the Amended Credit Agreement.

Income Tax Expense

Income tax expense increased by $7.0 million, or 123.7%, to $12.6 million for the three months ended June 24, 2023. The effective tax rate was 26.5% as compared with 26.6% in the ~~first quarter resulting from higher amounts invested and slightly higher interest rates.~~prior year period.

~~Other income this quarter includes a $520,000 gain on a sale of property.~~Income tax expense increased by $6.8 million, or 64.1%, to $17.4 million for the nine months ended June 24, 2023. The effective tax rate was 26.4% as compared with 26.1% in the prior year period.

Net Earnings

Net earnings increased ~~$22,709,000,~~by $19.4 million, or ~~168%~~124.8%, infor the ~~current~~ three ~~month period~~months ended June 24, 2023, due to ~~$36,249,000.~~ the aforementioned items.

Net earnings increased by $18.6 million, or 62.0%, 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 primarilynine months ended June 24, 2023, due to the lower corporate tax rate enacted under the Tax Cuts and Jobs Act in December 2017. Net earnings were impacted by a $1.2 million, or $.06 per diluted share, provision for the one time repatriation tax required under the new tax law. Excluding the deferred tax gain and the one time repatriation tax, our effective tax rate decreased to 28.6% from 34.0% 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. Last year’s quarter’s effective tax rate benefitted from an unusually high tax benefit on share based compensation of $783,000 which compares to 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.aforementioned items.

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.

Business Segment Discussion

We operate in three segments: Food Service, Retail Supermarket, and Frozen Beverages. The following table is a summary of sales and operating income, which is how we measure segment profit.

	Three months ended							Nine months ended
	June 24,		June 25,					June 24,		June 25,
	2023		2022		% Change			2023		2022		% Change
	(in thousands)							(in thousands)
Net Sales
Food Service	$	254,980	$	227,842		11.9	%	$	711,558	$	615,914		15.5	%
Retail Supermarket		61,150		61,008		0.2	%		150,583		144,460		4.2	%
Frozen Beverages		109,639		91,377		20.0	%		252,825		219,856		15.0	%
Total Sales	$	425,769	$	380,227		12.0	%	$	1,114,966	$	980,230		13.7	%

	Three months ended							Nine months ended
	June 24,		June 25,					June 24,		June 25,
	2023		2022		% Change			2023		2022		% Change
	(in thousands)							(in thousands)

Operating Income
Food Service	$	20,786	$	2,640		687.3	%	$	32,306	$	12,177		165.3	%
Retail Supermarket		4,168		2,341		78.0	%		5,766		8,416		(31.5	)%
Frozen Beverages		23,340		16,279		43.4	%		29,743		19,600		51.8	%
Total Operating Income	$	48,294	$	21,260		127.2	%	$	67,815	$	40,193		68.7	%

Food Service Segment Results

	Three months ended							Nine months ended
	June 24,		June 25,					June 24,		June 25,
	2023		2022		% Change			2023		2022		% Change
	(in thousands)							(in thousands)

Food Service Sales to External Customers
Soft pretzels	$	63,527	$	55,946		13.6	%	$	171,242	$	149,628		14.4	%
Frozen novelties		47,410		17,155		176.4	%		95,782		32,917		191.0	%
Churros		30,470		25,614		19.0	%		81,147		62,550		29.7	%
Handhelds		17,003		25,740		(33.9	)%		60,884		64,741		(6.0	)%
Bakery		87,582		95,495		(8.3	)%		281,830		287,293		(1.9	)%
Other		8,988		7,892		13.9	%		20,673		18,785		10.1	%
Total Food Service	$	254,980	$	227,842		11.9	%	$	711,558	$	615,914		15.5	%

Food Service Operating Income	$	20,786	$	2,640		687.3	%	$	32,306	$	12,177		165.3	%

Sales to food service customers increased $27.1 million, or 11.9%, to $255.0 million for the three months ended June 24, 2023, which included an increase of $29.2 million in sales from Dippin’ Dots. Soft pretzels sales to food service customers increased 13.6% to $63.5 million. Frozen novelties sales increased 176.4% to $47.4 million, largely driven by Dippin’ Dots sales. Churro sales increased 19.0% to $30.5 million led by customer expansion and growing menu penetration. Sales of bakery products decreased by 8.3% to $87.6 million, with the decrease largely due to the rationalization of certain lower margin Stock Keeping Units (“SKUs”). Sales of handhelds decreased by 33.9% to $17.0 million, with the decrease largely attributable to pricing declines related to the contractual pricing true-up of costing on certain raw material ingredients, as well as some volume declines amongst certain customers in the product category.

Sales of new products in the first twelve months since their introduction were minimal in the quarter. Sales in the quarter benefited from the impact of the prior fiscal year’s price increases, offset slightly by minimal volume decreases.

Operating income in our Food Service segment increased $18.1 million in the quarter to $20.8 million, largely driven by the benefit seen from the incremental Dippin’ Dots sales, as well as by improved gross margin performance and lower distribution expenses.

Sales to food service customers increased $95.6 million, or 15.5%, to $711.6 million for the nine months ended June 24, 2023, which included an increase of $58.5 million in sales from Dippin’ Dots. Soft pretzels sales to food service customers increased 14.4% to $171.2 million. Frozen novelties sales increased 191.0% to $95.8 million, largely driven by Dippin’ Dots sales. Churro sales increased 29.7% to $81.1 million led by customer expansion and growing menu penetration. Sales of bakery products decreased by 1.9% to $281.8 million. Sales of handhelds decreased by 6.0% to $60.9 million.

Sales of new products in the first twelve months since their introduction were minimal in the nine months ended June 24, 2023. Price increases benefited sales in the nine-month period, and more than offset some volume declines seen in certain product categories.

Operating income in our Food Service segment increased $20.1 million in the nine months ended June 24, 2023, to $32.3 million, largely driven by the benefit seen from the incremental Dippin’ Dots sales, as well as by improved gross margin performance and improving distribution expenses.

Retail Supermarket Segment Results

	Three months ended									Nine months ended
	June 24,			June 25,						June 24,			June 25,
	2023			2022			% Change			2023			2022			% Change
	(in thousands)									(in thousands)

Retail Supermarket Sales to External Customers
Soft pretzels	$	10,269		$	11,696			(12.2	)%	$	40,767		$	43,642			(6.6	)%
Frozen novelties		41,684			41,865			(0.4	)%		80,423			78,586			2.3	%
Biscuits		5,135			6,066			(15.3	)%		18,906			20,024			(5.6	)%
Handhelds		4,452			1,589			180.2	%		11,443			3,934			190.9	%
Coupon redemption		(385	)		(605	)		(36.4	)%		(936	)		(2,227	)		(58.0	)%
Other		(5	)		397			(101.3	)%		(20	)		501			(104.0	)%
Total Retail Supermarket	$	61,150		$	61,008			0.2	%	$	150,583		$	144,460			4.2	%

Retail Supermarket Operating Income	$	4,168		$	2,341			78.0	%	$	5,766		$	8,416			(31.5	)%

Sales of products to retail customers increased $0.1 million, or 0.2%, to $61.2 million for the three months ended June 24, 2023. Soft pretzel sales decreased 12.2% to $10.3 million, frozen novelties sales decreased 0.4% to $41.7 million, and biscuit sales decreased 15.3% to $5.1 million. Both soft pretzel and biscuit sales were impacted by a softer consumer environment during the quarter as retailers and grocery chains reported lower traffic in stores and smaller baskets. Handheld sales increased 180.2% to $4.5 million, with the increases largely driven by an expansion with a major retailer. Sales of new products in retail supermarkets were minimal in the quarter. Sales in the quarter benefited from the impact of the prior fiscal year’s price increases, with that benefit largely offset by volume declines across many of the retail product categories.

Operating income in our Retail Supermarkets segment increased $1.8 million in the quarter to $4.2 million with the increase primarily driven by lower distribution expenses.

Sales of products to retail customers increased $6.1 million, or 4.2%, to $150.6 million for the nine months ended June 24, 2023. Soft pretzel sales decreased 6.6% to $40.8 million, frozen novelties sales increased 2.3% to $80.4 million, biscuit sales decreased 5.6% to $18.9 million, and handheld sales increased 190.9% to $11.4 million. Sales of new products in retail supermarkets were minimal in the nine months ended June 24, 2023. Price increases benefited sales in the nine-month period and helped to offset volume declines seen in certain product categories.

Operating income in our Retail Supermarkets segment decreased $2.7 million in the nine months ended June 24, 2023 to $5.8 million primarily driven by gross margin challenges earlier in fiscal 2023 due to higher promotions and allowances, as well as inflationary pressures on raw material costs.

Frozen Beverages Segment Results

	Three months ended							Nine months ended
	June 24,		June 25,					June 24,		June 25,
	2023		2022		% Change			2023		2022		% Change
	(in thousands)							(in thousands)

Frozen Beverages
Beverages	$	72,878	$	57,791		26.1	%	$	153,336	$	126,919		20.8	%
Repair and maintenance service		24,144		22,892		5.5	%		70,556		65,903		7.1	%
Machines revenue		11,554		9,868		17.1	%		26,817		25,257		6.2	%
Other		1,063		826		28.7	%		2,116		1,777		19.1	%
Total Frozen Beverages	$	109,639	$	91,377		20.0	%	$	252,825	$	219,856		15.0	%

Frozen Beverages Operating Income	$	23,340	$	16,279		43.4	%	$	29,743	$	19,600		51.8	%

Frozen beverage and related product sales increased $18.3 million, or 20.0%, in the three months ended June 24, 2023. Beverage related sales increased 26.1% to $72.9 million. Gallon sales were up 9% for the three months, reflecting strong theater performance and continued strong consumption trends across mass merchants and amusement venues. Service revenue increased 5.5% to $24.1 million reflecting the healthy ongoing maintenance business and machine revenue (primarily sales of frozen beverage machines) increased 17.1% to $11.6 million due to growing installations with new customers.

Operating income in our Frozen Beverage segment increased $7.1 million in the quarter to $23.3 million, as strong sales drove leverage across the business.

Frozen beverage and related product sales increased $33.0 million, or 15.0%, in the nine months ended June 24, 2023. Beverage related sales increased 20.8% to $153.3 million. Gallon sales were up 8% for the nine months ended June 24, 2023, led by continued improving trends in travel, sporting events, concerts and amusement parks and theater. Service revenue increased 7.1% to $70.6 million. Machine revenue (primarily sales of frozen beverage machines) increased 6.2% to $26.8 million.

Operating income in our Frozen Beverage segment increased $10.1 million in the nine months ended June 24, 2023 to $29.7 million, as strong sales drove leverage across the business.

Liquidity and Capital Resources

Although there are many factors that could impact our operating cash flow, most notably net earnings, we believe that our future operating cash flow, along with our borrowing capacity, our current cash and cash equivalent balances and our investment securities is sufficient to satisfy our cash requirements over the next twelve months and beyond, as well as to fund future growth and expansion.

	Nine months ended
	June 24,			June 25,
	2023			2022
	(in thousands)
Cash flows from operating activities
Net earnings	$	48,485		$	29,925
Non-cash items in net income:
Depreciation of fixed assets		41,319			36,292
Amortization of intangibles and deferred costs		5,065			1,775
(Gain) loss from disposals of property & equipment		(255	)		50
Share-based compensation		3,935			3,484
Deferred income taxes		(937	)		(227	)
(Gain) loss on marketable securities		(105	)		412
Other		(237	)		(212	)
Changes in assets and liabilities, net of effects from purchase of companies		8,674			(101,146	)
Net cash provided by (used in) operating activities	$	105,944		$	(29,647	)

●

The increase in depreciation of fixed assets was largely due to prior year purchases of property plant and equipment, as well as depreciation expense related to assets acquired in the fiscal 2022 Dippin’ Dots acquisition.

●

The increase in amortization of intangibles and deferred costs was related to intangible assets acquired in the fiscal 2022 Dippin’ Dots acquisition.

●

The net cash inflow of $8.7 million associated with changes in assets and liabilities, net of effects from purchase of companies, in the nine months ended June 24, 2023, was primarily driven by a decrease in prepaids of $8.5 million, mostly related to the timing of income tax payments. Additional fluctuations, including a $7.7 million increase in accounts receivable, a $4.9 million decrease in inventories, and a $3.0 million increase in accounts payable and accrued liabilities, were largely offsetting. In the prior year, the net $101.1 million cash outflow was largely attributable to increases in inventory of $42.8 million and increases in accounts receivable of $78.1 million, somewhat offset by increases in accounts payable and accrued liabilities of $19.8 million.

	Nine months ended
	June 24,			June 25,
	2023			2022
	(in thousands)
Cash flows from investing activities
Payments for purchases of companies, net of cash acquired	$	-		$	(221,301	)
Purchases of property, plant and equipment		(76,472	)		(64,231	)
Proceeds from redemption and sales of marketable securities		5,300			11,526
Proceeds from disposal of property and equipment		774			1,147
Net cash used in investing activities	$	(70,398	)	$	(272,859	)

●

In fiscal 2022, payments for purchases of companies, net of cash acquired, related to the Dippin’ Dots acquisition.

●

Purchases of property, plant and equipment include spending for production growth, in addition to acquiring new equipment, infrastructure replacements, and upgrades to maintain competitive standing and position us for future opportunities. The increase was primarily due to increased spend for new lines at various plants aimed at increasing capacity.

●

The decrease in proceeds from redemption and sales of marketable securities was due to a strategic decision to no longer re-invest redeemed proceeds into marketable securities given the low interest rate environment.

	Nine months ended
	June 24,			June 25,
	2023			2022
	(in thousands)
Cash flows from financing activities
Proceeds from issuance of stock	$	6,289		$	12,168
Borrowings under credit facility		102,000			125,000
Repayment of borrowings under credit facility		(74,000	)		-
Payments for debt issuance costs		-			(225	)
Payments on finance lease obligations		(150	)		(150	)
Payment of cash dividends		(40,389	)		(36,299	)
Net cash provided by (used in) financing activities	$	(6,250	)	$	100,494

●

The decrease in proceeds from issuance of stock was primarily due to a lower rate of option exercises in the nine months ended June 24, 2023 compared with the nine months ended June 25, 2022.

●

Borrowings under credit facility and repayment of borrowings under credit facility relate to the Company’s cash draws and repayments made in the nine months ended June 24, 2023 to primarily fund working capital needs, as well as the initial draw made in fiscal 2022 to fund the Dippin’ Dots acquisition.

●

Dividends paid increased as our quarterly dividend was raised during fiscal 2022.

Liquidity

As of June 24, 2023, we had $65.6 million of Cash and Cash Equivalents, and $4.5 million of Marketable Securities.

Interest accrues, at the Company’s election, at (i) the BSBY Rate (as defined in the Credit Agreement) plus an applicable margin, based upon the Consolidated Net Leverage Ratio, as defined in the Credit Agreement, or (ii) the Alternate Base Rate (a rate based on the higher of (a) the prime rate announced from time-to-time by the Administrative Agent, (b) the Federal Reserve System’s federal funds rate, plus 0.50% or (c) the Daily BSBY Rate, plus an applicable margin). The Alternate Base Rate is defined in the Credit Agreement.

As of June 24, 2023, we had $83.0 million of outstanding borrowings drawn on the Amended Credit Agreement. As of June 24, 2023, we had $132.2 million of additional borrowing capacity, after giving effect to the $9.8 million of letters of credit outstanding.

Recently Issued and Adopted Accounting Pronouncements

See Note 8 to the condensed consolidated financial statements included in this Form 10-Q for a discussion of recently adopted accounting guidance and other new accounting guidance.

Critical Accounting Estimates

We consider revenue recognition, allowance for doubtful receivables, valuation of goodwill, valuation of long-lived assets and other intangible assets, insurance reserves, income taxes, and business combinations to be critical accounting estimates. These policies are summarized in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended September 24, 2022. These critical accounting policies require us to make estimates and assumptions that affect the amounts reported in the consolidated condensed financial statements and accompanying notes.

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~~2022 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 24, 2023, 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 24, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

The Company is subject, from time to time, to certain legal proceedings and claims that arise from our business. As of the date of this Quarterly Report on Form 10-Q, the Company does not expect that any such proceedings will have a material adverse effect on the Company’s financial position or results of operations.

Item 1A.

Risk Factors

~~PART II. OTHER INFORMATION~~

For information on risk factors, please refer to “Risk Factors” in Part I, Item 1A of the Company’s Form 10-K for the fiscal year ended September 24, 2022. The risks identified in that report have not changed in any material respect.

Item 2.

Unregistered Sales of Equity Securities and the Use of Proceeds

In April 2023, we withheld 43 shares to cover taxes associated with the vesting of certain restricted stock units held by officers and employees.

Item 6.

Exhibits

Exhibit No.

~~Exhibit No.~~
	31.1
~~31.1~~	&	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
~~31.2~~

31.2

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

	32.1
~~99.5~~	&	Certification Pursuant to the 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

~~99.6~~

32.2

Certification Pursuant to the 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


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 24, 2023, formatted in XBRL ~~(extensible~~(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

104

Cover Page Interactive Data File (formatted as Inline XBRL and containing in Exhibit 101)

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: August 3, 2023	/s/ Dan Fachner	~~J & J SNACK FOODS CORP.~~ Dan Fachner	President and Chief Executive Officer (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~~ August 3, 2023		/s/ ~~Dennis G. Moore~~
		Ken A. Plunk ~~Dennis G. Moore,~~Ken A. Plunk, Senior Vice President and Chief Financial Officer ~~and Director~~ (Principal Financial Officer) (Principal Accounting Officer)

	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 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

	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

	December 30, 2017				September 30, 2017
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
	(in thousands)
FOOD SERVICE
Indefinite lived intangible assets
Trade Names	$	16,628	$	-	$	16,628	$	-

Amortized intangible assets
Non compete agreements		980		302		980		263
Customer relationships		20,510		7,011		20,510		6,476
License and rights		1,690		1,080		1,690		1,058
TOTAL FOOD SERVICE	$	39,808	$	8,393	$	39,808	$	7,797

RETAIL SUPERMARKETS

Indefinite lived intangible assets
Trade Names	$	6,557	$	-	$	6,557	$	-

Amortized Intangible Assets
Trade names		649		130		649		130
Customer relationships		7,979		3,022		7,979		2,822
TOTAL RETAIL SUPERMARKETS	$	15,185	$	3,152	$	15,185	$	2,952


FROZEN BEVERAGES

Indefinite lived intangible assets
Trade Names	$	9,315	$	-	$	9,315	$	-
Distribution rights		6,900		-		6,900		-

Amortized intangible assets
Customer relationships		257		56		257		50
Licenses and rights		1,400		811		1,400		794
TOTAL FROZEN BEVERAGES	$	17,872	$	867	$	17,872	$	844

CONSOLIDATED	$	72,865	$	12,412	$	72,865	$	11,593

	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

			Gross		Gross		Fair
	Amortized		Unrealized		Unrealized		Market
	Cost		Gains		Losses		Value
	(in thousands)

Corporate Bonds	$	125,591	$	165	$	551	$	125,205
Certificates of Deposit		5,920		8		-		5,928
Total marketable securities held to maturity	$	131,511	$	173	$	551	$	131,133

September 24, 2011	December 30, 2017				September 30, 2017

			Fair				Fair
	Amortized		Market		Amortized		Market
	Cost		Value		Cost		Value
			(in thousands)
Due in one year or less	$	49,445	$	49,444	$	59,113	$	59,194
Due after one year through five years		82,066		81,689		60,908		61,113
Due after five years through ten years						-		-
Total held to maturity securities	$	131,511	$	131,133	$	120,021	$	120,307
Less current portion		49,445		49,444		59,113		59,194
Long term held to maturity securities	$	82,066	$	81,689	$	60,908	$	61,113