UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

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

 

For the period ended DecemberJune 26, 20202021

or

 

☐     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 Jersey22-1935537
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification No.)

                                              

6000 Central Highway, Pennsauken, New Jersey 08109

(Address of principal executive offices)

 

Telephone (856) 665-9533

 

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

 

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

                            

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YesNo

                                                               

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

YesNo

 

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 filerAccelerated filer
    
Non-accelerated filer  
  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).

YesNo

 

As January 19,At July 23, 2021 there were 18,979,63719,063,903 shares of the Registrant’s Common Stock outstanding.

 

1

 

 

 

INDEX

 

Page


Number

Number

Part I.   Financial Information

 
  

Item l.

Consolidated Financial Statements

 
  

Consolidated Balance Sheets – December 26, 2020 (unaudited)June 26,2021(unaudited) and September 26, 2020

3

  

Consolidated Statements of Earnings (unaudited) – Three and nine months ended DecemberEnded June 26, 20202021 and December 28, 2019

June 27, 2020

4

  

Consolidated Statements of Comprehensive Income (unaudited) – Three Monthsand nine months Ended DecemberJune 26, 20202021 and December 28, 2019

June 27, 2020

5

  

Consolidated Statements of Changes In Stockholders’ Equity (unaudited) – Three Monthsand nine months Ended DecemberJune 26, 20202021 and December 28, 2019

June 27, 2020

6

  

Consolidated Statements of Cash Flows (unaudited) – ThreeNine Months Ended DecemberJune 26, 20202021 and December 28, 2019June 27, 2020

7

  

Notes to the Consolidated Financial Statements (unaudited)

8

  

Item 2.

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

25

27
  

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

28

31
  

Item 4.

Controls and Procedures

28

31
  

Part II.   Other Information

32
  

Item 6.   

Exhibits

Exhibits

29

32

 

2


 

J & J SNACK FOODS CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in

 J & J SNACK FOODS CORP. AND SUBSIDIARIES

 CONSOLIDATED BALANCE SHEETS

 (in thousands, except share amounts)

 

 

December 26,

     

June 26,

    
 

2020

 

September 26,

  

2021

 

September 26,

 
 

(unaudited)

  

2020

  

(unaudited)

  

2020

 

Assets

            

Current assets

      

Cash and cash equivalents

 $228,335  $195,809  $276,268  $195,809 

Marketable securities held to maturity

 34,286  51,151  9,902  51,151 

Accounts receivable, net

 113,210  126,587  154,845  126,587 

Inventories

 114,882  108,923  114,822  108,923 

Prepaid expenses and other

  17,942   17,087   11,547   17,087 

Total current assets

 508,655  499,557  567,384  499,557 
  

Property, plant and equipment, at cost

      

Land

 2,494  2,494  2,494  2,494 

Buildings

 26,582  26,582  26,582  26,582 

Plant machinery and equipment

 331,357  330,168  340,693  330,168 

Marketing equipment

 249,440  250,914  253,199  250,914 

Transportation equipment

 10,251  9,966  10,232  9,966 

Office equipment

 34,095  33,878  34,291  33,878 

Improvements

 43,994  43,264  45,349  43,264 

Construction in progress

  23,874   19,995   28,134   19,995 

Total Property, plant and equipment, at cost

 722,087  717,261  740,974  717,261 

Less accumulated depreciation and amortization

  462,873   455,645   482,056   455,645 

Property, plant and equipment, net

 259,214  261,616  258,918  261,616 
  

Other assets

      

Goodwill

 121,833  121,833  121,833  121,833 

Other intangible assets, net

 80,947  81,622  79,676  81,622 

Marketable securities held to maturity

 8,595  16,927  7,568  16,927 

Marketable securities available for sale

 13,734  13,976  11,273  13,976 

Operating lease right-of-use assets

 55,989  58,110  51,811  58,110 

Other

  2,876   2,912   3,083   2,912 

Total other assets

  283,974   295,380   275,244   295,380 

Total Assets

 $1,051,843  $1,056,553  $1,101,546  $1,056,553 
  

Liabilities and Stockholders' Equity

            

Current Liabilities

      

Current finance lease liabilities

 $332  $349  $252  $349 

Accounts payable

 76,325  73,135  97,117  73,135 

Accrued insurance liability

 13,842  13,039  15,764  13,039 

Accrued liabilities

 6,924  7,420  6,890  7,420 

Current operating lease liabilities

 12,981  13,173  12,780  13,173 

Accrued compensation expense

 11,387  16,134  15,000  16,134 

Dividends payable

  10,900   10,876   12,064   10,876 

Total current liabilities

 132,691  134,126  159,867  134,126 
  

Noncurrent finance lease liabilities

 299  368  417  368 

Noncurrent operating lease liabilities

 45,641  47,688  41,573  47,688 

Deferred income taxes

 64,469  64,413  64,284  64,413 

Other long-term liabilities

 454  460  375  460 
  

Stockholders' Equity

            

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

 0  0  0  0 

Common stock, no par value; authorized, 50,000,000 shares; issued and outstanding 18,956,000 and 18,915,000 respectively

 54,902  49,268 

Common stock, no par value; authorized, 50,000,000 shares; issued and outstanding 19,061,000 and 18,915,000 respectively

 69,572  49,268 

Accumulated other comprehensive loss

 (13,308) (15,587) (13,182) (15,587)

Retained Earnings

  766,695   775,817   778,640   775,817 

Total stockholders' equity

  808,289   809,498   835,030   809,498 

Total Liabilities and Stockholders' Equity

 $1,051,843  $1,056,553  $1,101,546  $1,056,553 

 

The accompanying notes are an integral part of these statements.

 

3


J & J SNACK FOODS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)

(in thousands, except per share amounts)

 

  

Three months ended

 
  

December 26,

  

December 28,

 
  

2020

  

2019

 
         

Net Sales

 $240,997  $282,897 
         

Cost of goods sold

  190,872   205,036 

Gross Profit

  50,125   77,861 
         

Operating expenses

        

Marketing

  17,301   22,732 

Distribution

  22,889   23,542 

Administrative

  9,440   9,618 

Other general expense

  (83)  266 

Total Operating Expenses

  49,547   56,158 
         

Operating Income

  578   21,703 
         

Other income (expense)

        

Investment income

  1,370   1,786 

Interest expense & other

  (15)  (26)
         

Earnings before income taxes

  1,933   23,463 
         

Income tax expense

  155   6,404 
         

NET EARNINGS

 $1,778  $17,059 
         

Earnings per diluted share

 $0.09  $0.89 
         

Weighted average number of diluted shares

  19,031   19,144 
         

Earnings per basic share

 $0.09  $0.90 
         

Weighted average number of basic shares

  18,935   18,898 

 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 26,

  

June 27,

  

June 26,

  

June 27,

 
  

2021

  

2020

  

2021

  

2020

 
                 

Net Sales

 $324,344  $214,563  $821,519  $769,502 
                 

Cost of goods sold

  228,170   177,367   614,324   585,002 

Gross Profit

  96,174   37,196   207,195   184,500 
                 

Operating expenses

                

Marketing

  20,502   21,952   56,995   68,532 

Distribution

  27,311   21,272   75,643   69,648 

Administrative

  10,348   8,374   29,004   28,166 

Plant shutdown impairment costs

  0   5,072   0   5,072 

Other general (income) expense

  (131)  (54)  (399)  (183)

Total Operating Expenses

  58,030   56,616   161,243   171,235 
                 

Operating Income (loss)

  38,144   (19,420)  45,952   13,265 
                 

Other (expense)income

                

Investment income (loss)

  470   1,300   2,419   2,673 

Interest (expense) & other

  (8)  (7)  (19)  (60)
                 

Earnings (loss) before income taxes

  38,606   (18,127)  48,352   15,878 
                 

Income taxes (benefit)

  9,713   (5,480)  11,620   4,157 
                 

NET EARNINGS (LOSS)

 $28,893  $(12,647) $36,732  $11,721 
                 

Earnings (loss) per diluted share

 $1.51  $(0.67) $1.92  $0.62 
                 

Weighted average number of diluted shares

  19,185   18,888   19,116   19,036 
                 

Earnings (loss) per basic share

 $1.52  $(0.67) $1.93  $0.62 
                 

Weighted average number of basic shares

  19,045   18,888   18,996   18,902 

The accompanying notes are an integral part of these statements.

 

4


J&J SNACK FOODS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(in thousands)

 

  

Three months ended

 
  

December 26,

  

December 28,

 
  

2020

  

2019

 
         

Net Earnings

 $1,778  $17,059 
         

Foreign currency translation adjustments

  2,279   810 

Total Other Comprehensive Loss

  2,279   810 
         

Comprehensive Income

 $4,057  $17,869 

J&J SNACK FOODS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(in thousands)

  

Three months ended

  

Nine months ended

 
  

June 26,

  

June 27,

  

June 26,

  

June 27,

 
  

2021

  

2020

  

2021

  

2020

 
                 

Net Earnings (loss)

 $28,893  $(12,647) $36,732  $11,721 
                 

Foreign currency translation adjustments

  657   41   2,405   (3,070)

Total Other Comprehensive Income (loss) , net of tax

  657   41   2,405   (3,070)
                 

Comprehensive Income (loss)

 $29,550  $(12,606) $39,137  $8,651 

 

The accompanying notes are an integral part of these statements.

 

5


 

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 26, 2020

  18,915  $49,268  $(15,587) $775,817  $809,498 

Issuance of common stock upon exercise of stock options

  41   4,390   0   0   4,390 

Foreign currency translation adjustment

  -   0   2,279   0   2,279 

Dividends declared

  -   0   0   (10,900)  (10,900)

Share-based compensation

  -   1,244   0   0   1,244 

Net earnings

  -   0   0   1,778   1,778 
                     

Balance at December 26, 2020

  18,956  $54,902  $(13,308) $766,695  $808,289 

Issuance of common stock upon exercise of stock options

  72   8,384   0   0   8,384 

Issuance of common stock for employee stock purchase plan

  6   714   0   0   714 

Foreign currency translation adjustment

  -   0   (531)  0   (531)

Dividends declared

  -   0   0   (10,943)  (10,943)

Share-based compensation

  -   1,026   0   0   1,026 

Net earnings

  -   0   0   6,061   6,061 
                     

Balance at March 27, 2021

  19,034   65,026   (13,839)  761,813   813,000 

Issuance of common stock upon exercise of stock options

  27   3,564   0   0   3,564 

Foreign currency translation adjustment

  -   0   657   0   657 

Dividends declared

  -   0   0   (12,066)  (12,066)

Share-based compensation

  -   982   0   0   982 

Net earnings

  -   0   0   28,893   28,893 
                     

Balance at June 26, 2021

  19,061   69,572   (13,182)  778,640   835,030 

 

J & J SNACK FOODS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(in thousands)

          

Other

         
  

Common Stock

  

Comprehensive

  

Retained

     
  

Shares

  

Amount

  

Loss

  

Earnings

  

Total

 
                     

Balance as September 26, 2020

  18,915  $49,268  $(15,587) $775,817  $809,498 

Issuance of common stock upon exercise of stock options

  41   4,390   0   0   4,390 

Foreign currency translation adjustment

  -   0   2,279   0   2,279 

Dividends declared

  -   0   0   (10,900)  (10,900)

Share-based compensation

  -   1,244   0   0   1,244 

Net earnings

  -   0   0   1,778   1,778 
                     

Balance at December 26, 2020

  18,956  $54,902  $(13,308) $766,695  $808,289 

         

Accumulated

                 

Accumulated

        
         

Other

                 

Other

        
 

Common Stock

 

Comprehensive

 

Retained

     

Common Stock

 

Comprehensive

 

Retained

    
 

Shares

  

Amount

  

Loss

  

Earnings

  

Total

  

Shares

  

Amount

  

Loss

  

Earnings

  

Total

 
  

Balance at September 28, 2019

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

Issuance of common stock upon exercise of stock options

 5  468  0  0  468  5  468  0  0  468 

Foreign currency translation adjustment

 -  0  810  0  810  -  0  810  0  810 

Dividends declared

 -  0  0  (10,867) (10,867) -  0  0  (10,867) (10,867)

Share-based compensation

 -  1,299  0  0  1,299  -  1,299  0  0  1,299 

Net earnings

  -   0   0   17,059   17,059   -   0   0   17,059   17,059 
  

Balance at December 28, 2019

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

Issuance of common stock upon exercise of stock options

 47  5,049  0  0  5,049 

Issuance of common stock for employee stock purchase plan

 6  783  0  0  783 

Foreign currency translation adjustment

 -  0  (3,921) 0  (3,921)

Issuance of common stock under deferred stock plan

 1  90  0  0  90 

Dividends declared

 -  0  0  (10,878) (10,878)

Share-based compensation

 -  1,088  0  0  1,088 

Repurchase of common stock

 (66) (8,972) 0  0  (8,972)

Net earnings

  -   0   0   7,309   7,309 
 

Balance at March 28, 2020

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

Foreign currency translation adjustment

 -  0  41  0  41 

Dividends declared

 -  0  0  (10,873) (10,873)

Share-based compensation

 -  1,011  0  0  1,011 

Net loss

  -   0   0   (12,647)  (12,647)
 

Balance at June 27, 2020

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

 

The accompanying notes are an integral part of these statements.

 

6


J & J SNACK FOODS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)     (in thousands)

 

  

Three months ended

 
  

December 26,

  

December 28,

 
  

2020

  

2019

 

Operating activities:

        

Net earnings

 $1,778  $17,059 

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

        

Depreciation of fixed assets

  12,269   11,887 

Amortization of intangibles and deferred costs

  679   843 

Share-based compensation

  1,244   1,299 

Deferred income taxes

  (8)  (231)

Loss on marketable securities

  (681)  9 

Other

  (80)  14 

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

        

Decrease in accounts receivable

  13,701   10,254 

Increase in inventories

  (5,641)  (8,524)

(Increase) decrease in prepaid expenses

  (889)  1,922 

Decrease in accounts payable and accrued liabilities

  (1,068)  (963)

Net cash provided by operating activities

  21,304   33,569 

Investing activities:

        

Payments for purchases of companies, net of cash acquired

  0   (44,970)

Purchases of property, plant and equipment

  (9,676)  (17,605)

Purchases of marketable securities

  0   (4,000)

Proceeds from redemption and sales of marketable securities

  26,148   18,782 

Proceeds from disposal of property and equipment

  880   898 

Other

  15   38 

Net cash provided by (used in) investing activities

  17,367   (46,857)

Financing activities:

        

Proceeds from issuance of stock

  4,390   468 

Payments on finance lease obligations

  (86)  (86)

Payment of cash dividend

  (10,876)  (9,447)

Net cash used in financing activities

  (6,572)  (9,065)

Effect of exchange rate on cash and cash equivalents

  427   285 

Net increase (decrease) in cash and cash equivalents

  32,526   (22,068)

Cash and cash equivalents at beginning of period

  195,809   192,395 

Cash and cash equivalents at end of period

 $228,335  $170,327 

J & J SNACK FOODS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited) (in thousands)

  

Nine Months Ended

 
  

June 26,

  

June 27,

 
  

2021

  

2020

 

Operating activities:

        

Net earnings

 $36,732  $11,721 

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

        

Depreciation of fixed assets

  36,278   37,353 

Amortization of intangibles and deferred costs

  2,096   2,516 

Share-based compensation

  3,252   3,421 

Deferred income taxes

  (188)  (426)

(Gain) loss on marketable securities

  (926)  1,746 

Plant shutdown impairment costs

  0   5,072 

Other

  (305)  (309)

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

        

(Increase) decrease in accounts receivable

  (27,940)  24,634 

Increase in inventories

  (5,964)  (3,751)

(Increase) decrease in prepaid expenses

  5,710   (7,879)

Increase (decrease) in accounts payable and accrued liabilities

  24,823   (7,478)

Net cash provided by operating activities

  73,568   66,620 

Investing activities:

        

Payments for purchases of companies, net of cash acquired

  0   (57,197)

Purchases of property, plant and equipment

  (34,456)  (47,637)

Purchases of marketable securities

  0   (6,103)

Proceeds from redemption and sales of marketable securities

  54,191   54,125 

Proceeds from disposal of property and equipment

  2,079   2,852 

Other

  42   (72)

Net cash provided by (used in) investing activities

  21,856   (54,032)

Financing activities:

        

Payments to repurchase common stock

  0   (8,972)

Proceeds from issuance of stock

  17,178   6,300 

Payments on capitalized lease obligations

  (48)  (272)

Payment of cash dividend

  (32,719)  (31,193)

Net cash used in financing activities

  (15,589)  (34,137)

Effect of exchange rate on cash and cash equivalents

  624   (885)

Net increase (decrease) in cash and cash equivalents

  80,459   (22,434)

Cash and cash equivalents at beginning of period

  195,809   192,395 

Cash and cash equivalents at end of period

 $276,268  $169,961 

 

The accompanying notes are an integral part of these statements.

 

7


 

J & J SNACK FOODS CORP. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

 

Note 1

The accompanying unaudited Consolidated Financial Statementsconsolidated 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 26, 2020.

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 June 26, 2021 and June 27, 2020 are not necessarily indicative of results for the full year. Sales of our frozen beverages and frozen juice bars and ices are generally higher in the third and fourth quarters due to warmer weather. Approximately 2/3 of our sales are to venues and locations that previously shut down or sharply curtailed their foodservice operations as a result of COVID-19, which has impacted the comparative nature of our results. While the majority of these venues have re-opened, the future impact of COVID-19 is still uncertain and continues to be monitored.

While we believe that the disclosures presented are adequate to make the information not misleading, we suggest that these consolidated financial statements be read in conjunction with the consolidated financial statements and the notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 26, 2020.

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 months ended December 26, 2020 and December 28, 2019 are not necessarily indicative of results for the full year. Sales of our frozen beverages and frozen juice bars are generally higher in the third and fourth quarters due to warmer weather. Also, approximately 2/3 of our sales are to venues and locations that have shut down or sharply curtailed their foodservice operations as a result of COVID-19 resulting in a negative impact on our business. The extent of future impacts on our business from COVID-19 is dependent on developments to control the virus which is still uncertain at this point in time.

While we believe that the disclosures presented are adequate to make the information not misleading, it is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and the notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 26, 2020.

8

 

 

Note 2

 

Revenue Recognition

 

When Performance Obligations Are Satisfied

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

8

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

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

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

 

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.

 

9


 

Variable Consideration

In addition to fixed contract consideration, our contracts include some form of variable consideration, including sales discounts, trade promotions and certain other sales and consumer incentives, including rebates and coupon redemptions. In general, variable consideration is treated as a reduction in revenue when the related revenue is recognized. Depending on the specific type of variable consideration, we use the most likely amount method to determine the variable consideration. We believe there will be no significant changes to our estimates of variable consideration when any related uncertainties are resolved with our customers. We review and update our estimates and related accruals of variable consideration each period based on historical experience. Our recorded liability for allowances, end-user pricing adjustments and trade spending was approximately $14.7 million at December 26, 2020 and $14.3 million

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 $15,481,000 at June 26, 2021 and $14,345,000 at September 26, 2020.

Warranties & Returns

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

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

Contract Balances

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

  (in thousands) 
  

Three months ended

  

Nine months ended

 
  

June 26,

  

June 27,

  

June 26,

  

June 27,

 
  

2021

  

2020

  

2021

  

2020

 
                 

Beginning Balance

 $1,090  $1,235  $1,327  $1,334 

Additions to contract liability

 $1,237   1,362   4,182   4,111 

Amounts recognized as revenue

 $(1,283)  (1,311)  (4,465)  (4,159)

Ending Balance

 $1,044  $1,286  $1,044  $1,286 

 

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 rightDisaggregation 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.Revenue
 

Contract Balances

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

  

Three Months Ended

 
  

December 26,

  

December 28,

 
  

2020

  

2019

 
  

(in thousands)

 
         

Beginning Balance

 $1,327  $1,334 

Additions to contract liability

  1,744   1,275 

Amounts recognized as revenue

  (1,355)  (1,515)

Ending Balance

 $1,716  $1,094 

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

 

10


 

Disaggregation of Revenue

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

Allowance for Doubtful Receivables

We provide an allowance for doubtful receivables after taking into consideration historical experience and other factors. For the first quarter ended December 26,2020, the Company adopted guidance issued by the FASB in ASU 2016-13,Measurement of Credit Losses on Financial Instruments, which requires companies to recognize an allowance that reflects a current estimate of credit losses expected to be incurred over the life of the asset. Adoption of this new guidance did not have a material impact on the consolidated financial statements for this quarter. 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 customer’s ability to pay off obligations. The allowance for doubtful receivables was $1,388,000 and $1,388,000 on December 26,

Allowance for Doubtful Receivables

We provide an allowance for doubtful receivables after taking into consideration historical experience and other factors. On September 27, 2020,the Company adopted guidance issued by the FASB in ASU 2016-13,Measurement of Credit Losses on Financial Instruments, which requires companies to recognize an allowance that reflects a current estimate of credit losses expected to be incurred over the life of the asset. Adoption of this new guidance did not have a material impact on the consolidated financial statements. 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 $1,185,000 and $1,388,000 on June 26, 2021 and September 26, 2020, respectively.

 

 

Note 3

Depreciation of equipment and buildings is provided for by the straight-line method over the assets’ estimated useful lives. Amortization of improvements is provided for by the straight-line method over the term of the lease or the assets’ estimated useful lives, whichever is shorter. Licenses and rights, customer relationships and non-compete agreements arising from acquisitions are amortized by the straight-line method over periods ranging from 2 to 20 years. Depreciation expense was $12,269,000$12,025,000 and $11,887,000$12,543,000 for the three months ended DecemberJune 26, 20202021 and December 28, 2019,June 27, 2020, respectively and $36,278,000 and $37,353,000 for the nine months ended June 26, 2021 and June 27, 2020, respectively.

11

 

 

Note 4

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

 

  

Three Months Ended December 26, 2020

 
  

Income

  

Shares

  

Per Share

 
  

(Numerator)

  

(Denominator)

  

Amount

 
             
  

(in thousands, except per share amounts)

 

Basic EPS

            

Net Earnings available to common stockholders

 $1,778   18,935  $0.09 
             

Effect of Dilutive Securities

            

Options

  0   96   0 
             

Diluted EPS

            

Net Earnings available to common stockholders plus assumed conversions

 $1,778   19,031  $0.09 
11

 
  

Three Months Ended June 26, 2021

 
  

Income

  

Shares

  

Per Share

 
  

(Numerator)

  

(Denominator)

  

Amount

 
             
  

(in thousands, except per share amounts)

 

Basic EPS

            

Net Earnings available to common stockholders

 $28,893   19,045  $1.52 
             

Effect of Dilutive Securities

            

Options

  0   140   (0.01)
             

Diluted EPS

            

Net Earnings available to common stockholders plus assumed conversions

 $28,893   19,185  $1.51 

 

187,72220,800 anti-dilutive shares have been excluded in the computation of EPS for  the three months ended DecemberJune 26, 20202021

 

 

Three Months Ended December 28, 2019

  

Nine Months Ended June 26, 2021

 
 

Income

 

Shares

 

Per Share

  

Income

 

Shares

 

Per Share

 
 

(Numerator)

 

(Denominator)

 

Amount

  

(Numerator)

 

(Denominator)

 

Amount

 
  
 

(in thousands, except per share amounts)

  

(in thousands, except per share amounts)

 

Basic EPS

                  

Net Earnings available to common stockholders

 $17,059  18,898  $0.90  $36,732  18,996  $1.93 
  

Effect of Dilutive Securities

                  

Options

  0   246   (0.01)  0   120   (0.01)
  

Diluted EPS

                  

Net Earnings available to common stockholders plus assumed conversions

 $17,059   19,144  $0.89  $36,732   19,116  $1.92 

 

20,000289,692 anti-dilutive shares have been excluded in the computation of EPS for the nine months ended June 26, 2021

12

 
  

Three Months Ended June 27, 2020

 
  

Income

  

Shares

  

Per Share

 
  

(Numerator)

  

(Denominator)

  

Amount

 
             
  

(in thousands, except per share amounts)

 

Basic EPS

            

Net Earnings available to common stockholders

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

Effect of Dilutive Securities

            

Options

  0   0   0 
             

Diluted EPS

            

Net Earnings available to common stockholders plus assumed conversions

 $(12,647)  18,888  $(0.67)

845,977 anti-dilutive shares have been excluded in the computation  of EPS for the three months ended December 28, 2019June 27, 2020

 

12

  

Nine Months Ended June 27, 2020

 
  

Income

  

Shares

  

Per Share

 
  

(Numerator)

  

(Denominator)

  

Amount

 
             
  

(in thousands, except per share amounts)

 

Basic EPS

            

Net Earnings available to common stockholders

 $11,721   18,902  $0.62 
             

Effect of Dilutive Securities

            

Options

  0   134   0 
             

Diluted EPS

            

Net Earnings available to common stockholders plus assumed conversions

 $11,721   19,036  $0.62 

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

 

 

Note 5

At DecemberJune 26, 2020,2021, the Company has three stock-based employee compensation plans. Share-based compensation expense was recognized as follows:

 

 

Three months ended

 
 

December 26,

 

December 28,

  

Three months ended

  

Nine months ended

 
 

2020

  

2019

  

June 26,

 

June 27,

 

June 26,

 

June 27,

 
 (in thousands)   

2021

  

2020

  

2021

  

2020

 
  (in thousands)

Stock Options

 $546  $965  $512  $890  $1,505  $2,267 

Stock purchase plan

  278   202  171  57  513  328 

Stock issued to outside director

 11  17  33  50 

Restricted stock issued to an employee

  23   0   70   0 

Total share-based compensation

 $824  $1,167  $717  $964  $2,121  $2,645 
  

The above compensation is net of tax benefits

 $420  $132  $265  $70  $1,131  $822 

 

The fair value of each option grant is estimated on the date of grant using the Black-Scholes options-pricing model.

The Company did not grant any stock options during the fiscal years

202113 and 2020three-month periods, respectively.

Expected volatility is based on the historical volatility of the price of our common shares over the past 51 months for 5 year options and 10 years for 10


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 2021nine months: expected volatility of 25.8%; risk-free interest rate of 0.8%; dividend rate of 1.4% and expected lives of 51 months.

During  the fiscal year2021nine-month period, the Company granted 138,432 stock options. The weighted-average grant date fair value of these options was $31.20.

During the fiscal year 2020nine-month period, the Company granted 161,682 stock options. The weighted-average grant date fair value of these options was $14.40.

Expected volatility is based on the historical volatility of the price of our common shares over the past 51 months for 5-year options and 10 years for 10-year options. We use historical information to estimate expected life and forfeitures within the valuation model. The expected term of awards represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the expected life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Compensation cost is recognized using a straight-line method over the vesting or service period and is net of estimated forfeitures.

 

 

Note 6

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

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 $343,000 and $360,000 on June 26, 2021 and September 26, 2020, 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 June 26, 2021, and September 26, 2020, the Company has $267,000 of accrued interest and penalties.

 

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 $360,000 on both December 26, 2020 and September 26, 2020, 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 26, 2020 and September 26, 2020, the Company has $267,000 of accrued interest and penalties.

1314


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.

Our effective tax rate for the three months ended December 26, 2020 was 8% primarily due to a $420,000 tax benefit related to share based compensation. Our effective tax rate was 28.0% in last year’s quarter.    

Our effective tax rate for the nine months ended June 26, 2021 was 24%, primarily due to a $1,131,000 tax benefit related to share-based compensation. Our effective tax rate for the nine months ended June 27, 2020 was 26%.

 

 

Note 7

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments, which changes the impairment model used to measure credit losses for most financial assets. We are required to recognize an allowance that reflects the Company’s current estimate of credit losses expected to be incurred over the life of the financial asset, including trade receivables and held-to-maturity debt securities.

The Company adopted this guidance in the first quarter of Fiscal 2021 using the modified retrospective transition method. The adoption of ASU 2016-13 did not have a material impact on the Company’s consolidated financial statements.

The Company adopted this guidance in the first quarter of Fiscal 2021 using the modified retrospective transition method. The adoption of ASU 2016-13 did not have a material impact on the Company’s Consolidated Financial Statements for the three months ended December 26, 2020.   

 

 

Note 8

Inventories consist of the following:

 

 

December 26,

 

September 26,

  

June 26,

 

September 26,

 
 

2020

  

2020

  

2021

  

2020

 
 

(unaudited)

    

(unaudited)

    
 

(in thousands)

  

(in thousands)

 
  

Finished goods

 $40,789  $40,184  $40,850  $40,184 

Raw materials

 28,645  24,550  29,171  24,550 

Packaging materials

 11,749  10,545  12,080  10,545 

Equipment parts and other

  33,699   33,644   32,721   33,644 

Total Inventories

 $114,882  $108,923  $114,822  $108,923 

 

 

Note 9

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

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

 

1415


 

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.

 

Food Service

 

The primary products sold by the food service group are soft pretzels, frozen juice treats and desserts, churros, dough enrobed handheld products and baked goods. Our customers in the food service industry include snack bars and food stands in chain, department and discount stores; malls and shopping centers; fast food outlets; stadiums and sports arenas; leisure 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.

 

Retail Supermarkets

 

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

 

Frozen Beverages

 

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

 

15

The Chief Operating Decision Maker for Food Service and Retail Supermarkets and the Chief Operating Decision Maker for Frozen Beverages monthly review detailed operating income statements and sales reports in order to assess performance and allocate resources to each individual segment. Sales and operating income are key variables monitored by the Chief Operating Decision Makers and management when determining each segment’s and the company’s financial condition and operating performance. In addition, the Chief Operating Decision Makers review and evaluate depreciation, capital spending and assets of each segment on a quarterly basis to monitor cash flow and asset needs of each segment. Information regarding the operations in these three reportable segments is as follows:

  

Three months ended

 
  

December 26,

  

December 28,

 
  

2020

  

2019

 
   (unaudited) 
   (in thousands) 

Sales to External Customers:

        

Food Service

        

Soft pretzels

 $32,687  $49,941 

Frozen juices and ices

  6,295   7,043 

Churros

  11,542   16,391 

Handhelds

  17,611   7,189 

Bakery

  88,964   96,372 

Other

  3,326   6,512 

Total Food Service

 $160,425  $183,448 
         

Retail Supermarket

        

Soft pretzels

 $13,888  $9,826 

Frozen juices and ices

  15,316   10,093 

Biscuits

  7,660   6,978 

Handhelds

  2,780   2,761 

Coupon redemption

  (1,075)  (543)

Other

  525   311 

Total Retail Supermarket

 $39,094  $29,426 
         

Frozen Beverages

        

Beverages

 $15,855  $35,255 

Repair and maintenance service

  18,896   22,486 

Machines revenue

  6,489   11,981 

Other

  238   301 

Total Frozen Beverages

 $41,478  $70,023 
         

Consolidated Sales

 $240,997  $282,897 
         

Depreciation and Amortization:

        

Food Service

 $6,786  $6,918 

Retail Supermarket

  386   359 

Frozen Beverages

  5,776   5,453 

Total Depreciation and Amortization

 $12,948  $12,730 
         

Operating Income :

        

Food Service

 $6,180  $18,034 

Retail Supermarket

  4,723   2,217 

Frozen Beverages

  (10,325)  1,452 

Total Operating Income

 $578  $21,703 
         

Capital Expenditures:

        

Food Service

 $8,286  $8,403 

Retail Supermarket

  21   960 

Frozen Beverages

  1,369   8,242 

Total Capital Expenditures

 $9,676  $17,605 
         

Assets:

        

Food Service

 $744,277  $760,852 

Retail Supermarket

  31,668   30,963 

Frozen Beverages

  275,898   304,291 

Total Assets

 $1,051,843  $1,096,106 

16

16

  

Three months ended

  

Nine months ended

 
  

June 26

  

June 27

  

June 26

  

June 27

 
  

2021

  

2020

  

2021

  

2020

 
                 
                 

Sales to External Customers:

                

Food Service

                

Soft pretzels

 $50,895  $21,384  $120,359  $116,985 

Frozen juices and ices

  13,927   8,688   30,812   25,222 

Churros

  20,096   7,321   46,358   38,466 

Handhelds

  18,971   7,448   56,574   22,084 

Bakery

  85,706   69,237   257,580   255,016 

Other

  6,884   2,543   14,546   13,628 

Total Food Service

 $196,478  $116,621  $526,226  $471,401 
                 

Retail Supermarket

                

Soft pretzels

 $11,193  $12,716  $40,871  $34,874 

Frozen juices and ices

  36,898   33,322   71,600   59,279 

Biscuits

  4,562   8,151   18,717   21,759 

Handhelds

  1,191   3,257   6,215   9,135 

Coupon redemption

  (513)  (807)  (2,196)  (2,216)

Other

  526   863   1,652   1,668 

Total Retail Supermarket

 $53,857  $57,502  $136,859  $124,499 
                 

Frozen Beverages

                

Beverages

 $42,279  $16,456  $76,663  $83,606 

Repair and maintenance service

  22,789   17,259   59,903   61,524 

Machines revenue

  8,404   6,363   20,556   27,254 

Other

  536   362   1,312   1,218 

Total Frozen Beverages

 $74,009  $40,440  $158,434  $173,602 
                 

Consolidated Sales

 $324,344  $214,563  $821,519  $769,502 
                 

Depreciation and Amortization:

                

Food Service

 $6,817  $7,050  $20,334  $21,208 

Retail Supermarket

  378   468   1,147   1,156 

Frozen Beverages

  5,469   5,864   16,893   17,505 

Total Depreciation and Amortization

 $12,664  $13,382  $38,374  $39,869 
                 

Operating Income :

                

Food Service

 $17,644  $(18,242) $29,879  $7,743 

Retail Supermarket

  9,080   7,910   20,167   14,464 

Frozen Beverages

  11,420   (9,088)  (4,094)  (8,942)

Total Operating Income (Loss)

 $38,144  $(19,420) $45,952  $13,265 
                 

Capital Expenditures:

                

Food Service

 $10,383  $7,865  $25,915  $26,599 

Retail Supermarket

  93   390   194   1,625 

Frozen Beverages

  5,151   2,397   8,347   19,413 

Total Capital Expenditures

 $15,627  $10,652  $34,456  $47,637 
                 

Assets:

                

Food Service

 $779,730  $729,331  $779,730  $729,331 

Retail Supermarket

  33,405   33,766   33,405   33,766 

Frozen Beverages

  288,411   294,189   288,411   294,189 

Total Assets

 $1,101,546  $1,057,286  $1,101,546  $1,057,286 

17

 
 

Note 10

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

 

The carrying amounts of acquired intangible assets for the Food Service, Retail Supermarkets and Frozen Beverage segments as of DecemberJune 26, 20202021 and September 26, 2020 are as follows:

  

December 26, 2020

  

September 26, 2020

 
  

Gross

      

Gross

     
  

Carrying

  

Accumulated

  

Carrying

  

Accumulated

 
  

Amount

  

Amortization

  

Amount

  

Amortization

 
  (in thousands)            

FOOD SERVICE

                
                 

Indefinite lived intangible assets

                

Trade names

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

Amortized intangible assets

                

Non compete agreements

  670   658   670   645 

Customer relationships

  13,000   5,213   19,737   11,595 

License and rights

  1,690   1,333   1,690   1,312 

TOTAL FOOD SERVICE

 $25,768  $7,204  $32,505  $13,552 
                 

RETAIL SUPERMARKETS

                
                 

Indefinite lived intangible assets

                

Trade names

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

Amortized Intangible Assets

                

Trade names

  676   554   676   519 

Customer relationships

  7,907   5,338   7,907   5,140 

TOTAL RETAIL SUPERMARKETS

 $21,333  $5,892  $21,333  $5,659 
                 
                 

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   293   1,439   257 

Licenses and rights

  1,400   1,019   1,400   1,002 

TOTAL FROZEN BEVERAGES

 $48,254  $1,312  $48,254  $1,259 
                 

CONSOLIDATED

 $95,355  $14,408  $102,092  $20,470 

Fully amortized intangible assets have been removed from the December 26, 2020 amounts.

17

Amortizing intangible assets are being amortized by the straight-line method over periods ranging from 2 to 20 years and amortization expense is reflected throughout operating expenses. Aggregate amortization expense of intangible assets for the three months ended December 26, 2020 and December 28, 2019 was $679,000 and $843,000, respectively.

Estimated amortization expense for the next five fiscal years is approximately $2,500,000 in 2021, $2,300,000 in 2022, $2,300,000 in 2023, $2,000,000 in 2024 and $1,400,000 in 2025. The weighted amortization period of the intangible assets is 10.9 years.

Goodwill 

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

  

Food

Service

  

Retail

Supermarket

  

Frozen

Beverages

  Total 
  (in thousands) 
Balance at December 26, 2020 $61,189  $4,146  $56,498  $121,833 
                 
Balance at September 26, 2020 $61,189  $4,146  $56,498  $121,833 

  June 26, 2021     

September 26, 2020

 
  

Gross

      

Gross

     
  

Carrying

  

Accumulated

  

Carrying

  

Accumulated

 
  

Amount

  

Amortization

  

Amount

  

Amortization

 
  

(in thousands)

 

FOOD SERVICE

                
                 

Indefinite lived intangible assets

                

Trade names

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

Amortized intangible assets

                

Non compete agreements

  670   670   670   645 

Customer relationships

  13,000   5,863   19,737   11,595 

License and rights

  1,690   1,375   1,690   1,312 

TOTAL FOOD SERVICE

 $25,768  $7,908  $32,505  $13,552 
                 

RETAIL SUPERMARKETS

                
                 

Indefinite lived intangible assets

                

Trade names

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

Amortized Intangible Assets

                

Trade names

  676   619   676   519 

Customer relationships

  7,907   5,733   7,907   5,140 

TOTAL RETAIL SUPERMARKETS

 $21,333  $6,352  $21,333  $5,659 
                 
                 

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   365   1,439   257 

Licenses and rights

  1,400   1,054   1,400   1,002 

TOTAL FROZEN BEVERAGES

 $48,254  $1,420  $48,254  $1,259 
                 

CONSOLIDATED

 $95,355  $15,680  $102,092  $20,470 

Fully amortized intangible assets have been removed from the June 26, 2021 amounts.

Amortizing intangible assets are being amortized by the straight-line method over periods ranging from 2 to 20 years and amortization expense is reflected throughout operating expenses. Aggregate amortization expense of intangible assets for the three months ended June 26, 2021 and June 27, 2020 was $639,000 and $831,000, respectively. Aggregate amortization expense of intangible assets for the nine months ended June 26, 2021 and June 27, 2020 was $2,096,000 and $2,507,000, respectively.

18

Estimated amortization expense for the next five fiscal years is approximately $2,500,000 in 2021, $2,300,000 in 2022, $2,300,000 in 2023, $2,000,000 in 2024, and $1,400,000 in 2025. The weighted amortization period of the intangible assets is 10.9 years.

Goodwill          

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

  Food  Retail  Frozen    
  Service  

Supermarket

  Beverages  Total 
  (in thousands) 

Balance at June 26, 2021

 $61,189  $4,146  $56,498  $121,833 
                 

Balance at September 26, 2020

 $61,189  $4,146  $56,498  $121,833 

   

 

Note 11

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

Level 1

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

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.

18

Marketable securities held to maturity and available for sale consist primarily of investmentssale. The FASB defines fair value as the price that would be received from selling an asset or paid to transfer a liability in mutual funds, preferred stock and corporate bonds.  Thean orderly transaction between market participants. As such, fair values of mutual funds arevalue is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the FASB has established three levels of inputs that may be used to measure fair value:

Level 1

Observable input such as quoted market prices in active markets and are classified withinfor identical assets or liabilities;

Level 2

Observable inputs, other than Level 1 of the fair value hierarchy.  The fair values of preferred stock, corporate bonds and certificates of deposit are based on quoted prices for identical or similar instrumentsinputs in active markets, that are not active.  As a result, preferred stock, corporate bondsobservable either directly or indirectly; and certificates of deposit are classified within

Level 23

Unobservable inputs for which there is little or no ofmarket data, which require the fair value hierarchy. 

The amortized cost, unrealized gains and losses, and fair market values of our investment securities heldreporting entity to maturity at December 26, 2020 are summarized as follows:develop its own assumptions.

      

Gross

  

Gross

  

Fair

 
  

Amortized

  

Unrealized

  

Unrealized

  

Market

 
  

Cost

  

Gains

  

Losses

  

Value

 
  

(in thousands)

 
                 

Corporate Bonds

  42,881   606   15   43,472 

Total marketable securities held to maturity

 $42,881  $606  $15  $43,472 

The amortized cost, unrealized gains and losses, and fair market values of our investment securities available for sale at December 26, 2020 are summarized as follows:

      

Gross

  

Gross

  

Fair

 
  

Amortized

  

Unrealized

  

Unrealized

  

Market

 
  

Cost

  

Gains

  

Losses

  

Value

 
  

(in thousands)

 
                 

Mutual Funds

 $3,588  $0  $672  $2,916 

Preferred Stock

  10,751   206   139   10,818 

Total marketable securities available for sale

 $14,339  $206  $811  $13,734 

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 2021 and 2025 and then income is based on a spread above LIBOR if the securities are not called. The mutual funds and Fixed-to-Floating Perpetual Preferred Stock do not have contractual maturities; however, we classify them as long-term assets as it is our intent to hold them for a period of over one year, although we may sell some or all of them depending on presently unanticipated needs for liquidity or market conditions. The corporate bonds generate fixed income to maturity dates in 2021 through 2023, with $41 million maturing within 2 years. Our expectation is that we will hold the corporate bonds to their maturity dates and redeem them at our amortized cost.

19

The amortized cost, unrealized gains and losses, and fair market values of our investment securities held to maturity at September 26, 2020 are summarized as follows:

      

Gross

  

Gross

  

Fair

 
  

Amortized

  

Unrealized

  

Unrealized

  

Market

 
  

Cost

  

Gains

  

Losses

  

Value

 
      

(in thousands)

     
                 

Corporate Bonds

  68,078   1,015   32   69,061 

Total marketable securities held to maturity

 $68,078  $1,015  $32  $69,061 

The amortized cost, unrealized gains and losses, and fair market values of our investment securities available for sale at September 26, 2020 are summarized as follows:

      

Gross

  

Gross

  

Fair

 
  

Amortized

  

Unrealized

  

Unrealized

  

Market

 
  

Cost

  

Gains

  

Losses

  

Value

 
      

(in thousands)

     
                 

Mutual Funds

 $3,588  $0  $738  $2,850 

Preferred Stock

  11,596   116   586   11,126 

Total marketable securities available for sale

 $15,184  $116  $1,324  $13,976 

The amortized cost and fair value of the Company’s held to maturity securities by contractual maturity at December 26, 2020 and September 26, 2020 are summarized as follows:

  

December 26, 2020

  

September 26, 2020

 
      

Fair

      

Fair

 
  

Amortized

  

Market

  

Amortized

  

Market

 
  

Cost

  

Value

  

Cost

  

Value

 
  (in thousands) 

Due in one year or less

 $34,286  $34,745  $51,151  $51,815 

Due after one year through five years

  8,595   8,727   16,927   17,246 

Due after five years through ten years

  0   0   0   0 

Total held to maturity securities

 $42,881  $43,472  $68,078  $69,061 

Less current portion

  34,286   34,745   51,151   51,815 

Long term held to maturity securities

 $8,595  $8,727  $16,927  $17,246 

Proceeds from the redemption and sale of marketable securities were $26,148,000 in the three months ended December 26, 2020 and $18,782,000 in the three ended December 28, 2019, respectively. Losses of $78,000 and $11,000 were recorded in the three months ended December 26, 2020 and December 28, 2019, respectively, which included unrealized gains on marketable securities of $603,000 and $71,000 in the three months ended December 26, 2020 and December 28, 2019, respectively. We use the specific identification method to determine the cost of securities sold.

20

Total marketable securities held to maturity as of December 26, 2020 with credit ratings of AAA/AA/A had an amortized cost basis totaling $16,866,000 and those with credit ratings of BBB/BB/B had an amortized cost basis totaling $26,015,000. This rating information was obtained December 31,

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 are based on quoted prices for identical or similar instruments in markets that are not active.  As a result, preferred stock and corporate bonds are classified within Level 2 of the fair value hierarchy. 

19

The amortized cost, unrealized gains and losses, and fair market values of our investment securities held to maturity at June 26, 2021 are summarized as follows:

      

Gross

  

Gross

  

Fair

 
  

Amortized

  

Unrealized

  

Unrealized

  

Market

 
  

Cost

  

Gains

  

Losses

  

Value

 
  

(in thousands)

 
                 

Corporate Bonds

 $17,470  $243  $6  $17,707 

Total marketable securities held to maturity

 $17,470  $243  $6  $17,707 

The amortized cost, unrealized gains and losses, and fair market values of our investment securities available for sale at June 26, 2021 are summarized as follows:

      

Gross

  

Gross

  

Fair

 
  

Amortized

  

Unrealized

  

Unrealized

  

Market

 
  

Cost

  

Gains

  

Losses

  

Value

 
  

(in thousands)

 
                 

Mutual Funds

 $3,588  $0  $581  $3,007 

Preferred Stock

  8,107   213   54   8,266 

Total marketable securities available for sale

 $11,695  $213  $635  $11,273 

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 2021 and 2025 and then income is based on a spread above LIBOR if the securities are not called. The mutual funds and Fixed-to-Floating Perpetual Preferred Stock do not have contractual maturities; however, we classify them as long-term assets as it is our intent to hold them for a period of over one year, although we may sell some or all of them depending on presently unanticipated needs for liquidity or market conditions. The corporate bonds generate fixed income to maturity dates in 2021 through 2023, with $17.5 million maturing within 2 years. Our expectation is that we will hold the corporate bonds to their maturity dates and redeem them at our amortized cost.

20

The amortized cost, unrealized gains and losses, and fair market values of our investment securities held to maturity at September 26, 2020 are summarized as follows:

      

Gross

  

Gross

  

Fair

 
  

Amortized

  

Unrealized

  

Unrealized

  

Market

 
  

Cost

  

Gains

  

Losses

  

Value

 
  

(in thousands)

 
                 

Corporate Bonds

  68,078   1,015   32   69,061 

Total marketable securities held to maturity

 $68,078  $1,015  $32  $69,061 

The amortized cost, unrealized gains and losses, and fair market values of our investment securities available for sale at September 26, 2020 are summarized as follows:

      

Gross

  

Gross

  

Fair

 
  

Amortized

  

Unrealized

  

Unrealized

  

Market

 
  

Cost

  

Gains

  

Losses

  

Value

 
  

(in thousands)

 
                 

Mutual Funds

 $3,588  $0  $738  $2,850 

Preferred Stock

  11,596   116   586   11,126 

Total marketable securities available for sale

 $15,184  $116  $1,324  $13,976 

The amortized cost and fair value of the Company’s held to maturity securities by contractual maturity at June 26, 2021 and September 26, 2020 are summarized as follows:

  

June 26, 2021

  September 26, 2020 
                 
      

Fair

      

Fair

 
  

Amortized

  

Market

  

Amortized

  

Market

 
  

Cost

  

Value

  

Cost

  

Value

 
  

(in thousands)

 

Due in one year or less

 $9,902  $10,041  $51,151  $51,815 

Due after one year through five years

  7,568   7,666   16,927   17,246 

Due after five years through ten years

  0   0   0   0 

Total held to maturity securities

 $17,470  $17,707  $68,078  $69,061 

Less current portion

  9,902   10,041   51,151   51,815 

Long term held to maturity securities

 $7,568  $7,666  $16,927  $17,246 

21

Proceeds from the redemption and sale of marketable securities were $12,854,000 and $54,191,000 in the three and nine months ended June 26, 2021 and were $23,187,000 and $54,125,000 in the three and nine months ended June 27, 2020, respectively. Gains of $21,000 and $139,000 were recorded in the three and nine months ended June 26, 2021, respectively. A gain of $324,000 was recorded in the three months ended June 27, 2020 and losses of $1,746,000 were recorded in the nine months ended June 27, 2020.Included in the gains and losses were unrealized gains of $786,000 and unrealized losses of $1,708,000 in the nine months ended June 26, 2021 and June 27, 2020, respectively. Unrealized gains of $137,000 and $285,000 were recorded in the three months ended June 26, 2021 and June 27, 2020, respectively. We use the specific identification method to determine the cost of securities sold.

Total marketable securities held to maturity as of June 26, 2021 with credit ratings of AAA/AA/A had an amortized cost basis totaling $4,970,000 and those with credit ratings of BBB/BB/B had an amortized cost basis totaling $12,500,000. This rating information was obtained June 30, 2021.

 

 

Note 12

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

  Three Months ended December 26, 2020 
  (unaudited) 
  (in thousands) 
         
         
  

Foreign Currency

     
  

Translation Adjustments

  

Total

 
         

Beginning Balance

 $(15,587) $(15,587)
         

Other comprehensive income

  2,279   2,279 

Ending Balance

 $(13,308) $(13,308)

Note 12  Changes to the components of accumulated other comprehensive loss are as follows:

  

Three Months Ended June 26, 2021

  

Nine Months Ended June 26, 2021

 
                 
                 
  

(unaudited)

  

(unaudited)

 
  

(in thousands)

  

(in thousands)

 
                 
                 
  

Foreign Currency

      

Foreign Currency

     
  

Translation

      

Translation

     
  

Adjustments

  

Total

  

Adjustments

  

Total

 
                 

Beginning Balance

 $(13,839) $(13,839) $(15,587) $(15,587)
                 

Other comprehensive income (loss) before reclassifications

  657  $657   2,405  $2,405 
                 
                 

Ending Balance

 $(13,182) $(13,182) $(13,182) $(13,182)

  

Three Months Ended June 27, 2020

  

Nine Months Ended June 27, 2020

 
                 
  

(unaudited)

  

(unaudited)

 
  

(in thousands)

  

(in thousands)

 
                 
                 
  

Foreign Currency

      

Foreign Currency

     
  

Translation

      

Translation

     
  

Adjustments

  

Total

  

Adjustments

  

Total

 
                 

Beginning Balance

 $(16,099) $(16,099) $(12,988) $(12,988)
                 

Other comprehensive income (loss) before reclassifications

  41  $41   (3,070) $(3,070)
                 
                 

Ending Balance

 $(16,058) $(16,058) $(16,058) $(16,058)

22

Note 13 On October 1, 2019, we acquired the assets of ICEE Distributors LLC, based in Bossier City, Louisiana. ICEE Distributors does business in Arkansas, Louisiana and Texas with annual sales of approximately $13 million. Sales and operating income of ICEE Distributors were $3,163,000 and $1,099,000 for the three months ended June 26, 2021 and were $6,952,000 and $1,568,000 for the nine months ended June 26, 2021. Sales and operating income of ICEE Distributors were $3,200,000 and $1,100,000 for the three months ended June 27, 2020 and were $8,000,000 and $2,000,000 for the nine months ended June 27, 2020.

On February 4, 2020, we acquired the assets of BAMA ICEE, based in Birmingham, Alabama. BAMA ICEE does business in Alabama and Georgia with annual sales of approximately $3.5 million. Sales and operating income of BAMA ICEE were $632,000 and $221,000 for the three months ended June 26, 2021 and were $1,437,000 and $365,000 for nine months ended June 26, 2021. Sales and operating income of BAMA ICEE were $636,000 and $205,000 for the three months and were $975,000 and $281,000 for the nine months ended June 27, 2020.

The purchase price allocations for the acquisitions are as follows:

  

(in thousands)

 
             
  

ICEE

  

BAMA

  

Total

 
  

Distributors

  

ICEE

     
             

Accounts Receivable, net

 $721  $71  $792 

Inventories

  866   77   943 

Property, plant & equipment, net

  4,851   1,722   6,573 

Customer Relationships

  569   133   702 

Distribution rights

  22,400   6,800   29,200 

Goodwill

  15,773   3,549   19,322 

Accounts Payable

  (210)  (110)  (320)

Purchase Price

 $44,970  $12,242  $57,212 

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

The Company incurred 0 acquisitions costs during the three or nine months ended June 26, 2021. Acquisition costs of $76,000 are included in other general expense for the nine months ended June 27, 2020.

23

Note 14 – Leases                                                                                 

 

  Three Months ended December 28, 2019 
  (unaudited) 
  (in thousands) 
         
         
  

Foreign Currency

     
  

Translation Adjustments

  

Total

 
         

Beginning Balance

 $(12,988) $(12,988)
         

Other comprehensive income

  810   810 

Ending Balance

 $(12,178) $(12,178)

Note 13

On October 1, 2019, we acquired the assets of ICEE Distributors LLC, based in Bossier City, Louisiana. ICEE Distributors does business in Arkansas, Louisiana and Texas with annual sales of approximately $13 million. Sales and operating income of ICEE Distributors were $2.1 million and $0.3 million for the three months ended December 26, 2020. Sales and operating income of ICEE Distributors were $2.5 million and $0.5 million for the three months ended December 28, 2019.

On February 4, 2020, we acquired the assets of BAMA ICEE, based in Birmingham, Alabama. BAMA ICEE does business in Alabama and Georgia with annual sales of approximately $3.5 million. Sales and operating income of BAMA ICEE were $400,000 and $75,000 for the three months ended December 26, 2020.

21

The purchase price allocations for the acquisitions are as follows:

  

(in thousands)

 
             
  

ICEE

         
  

Distributors

  

BAMA ICEE

  

Total

 
             

Accounts Receivable, net

 $721  $71  $792 

Inventories

  866   77   943 

Property, plant & equipment, net

  4,851   1,722   6,573 

Customer Relationships

  569   133   702 

Distribution Rights

  22,400   6,800   29,200 

Goodwill

  15,773   3,549   19,322 

Accounts Payable

  (210)  (110)  (320)

Purchase Price

 $44,970  $12,242  $57,212 

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

Acquisition costs of $0 and $36,000 are included in other general expense for the three months ended December 26, 2020 and December 28, 2019, respectively.

Note 14 – Leases

General Lease Description

                                                                      

We have operating leases with initial noncancelable lease terms in excess of one year covering the rental of various facilities and equipment. Certain of these leases contain renewal options and some provide options to purchase during the lease term. Our operating leases include leases for real estate for some of our office and manufacturing facilities as well as manufacturing and non-manufacturing equipment used in our business. The remaining lease terms for these operating leases range from 1 month to 14 years.

 

We have finance leases with initial noncancelable lease terms in excess of one year covering the rental of various equipment. These leases are generally for manufacturing and non-manufacturing equipment used in our business. The remaining lease terms for these finance leases range from 1 year to 56 years.

 

22

Significant Assumptions and Judgments

 

Contract Contains a Lease

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

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 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 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.

 

24

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

                                                                        

As of DecemberJune 26, 2020,2021, the weighted-average discount rate of our operating and finance leases was 3.3%3.2% and 3.1%3.2%, respectively.

 

Practical Expedients and Accounting Policy Elections

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

                                                                                     

23

Amounts Recognized in the Financial Statements

The components of lease expense were as follows:

 

 

Three Months Ended

  

Three Months Ended

 

Nine Months Ended

 
 

December 26, 2020

  

June 26, 2021

  

June 26, 2021

 
 

(in thousands)

  

(in thousands)

 

(in thousands)

 
  

Operating lease cost in Cost of goods sold and Operating Expenses

 $1,356  $3,846  $11,747 

Finance lease cost:

    

Amortization of assets in Cost of goods sold and Operating Expenses

 412  62  216 

Interest on lease liabilities in Interest expense & other

  14   5   30 

Total finance lease cost

 426  67  246 

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

  0   0   0 
Total net lease cost $1,782  $3,913  $11,993 

 

25

Supplemental balance sheet information related to leases is as follows:

 

 

December 26, 2020

  

June 26, 2021

 
 

(in thousands)

  

(in thousands)

 

Operating Leases

      

Operating lease right-of-use assets

 $55,989  $51,811 
  

Current operating lease liabilities

 $12,981  $12,780 

Noncurrent operating lease liabilities

  45,641   41,573 

Total operating lease liabilities

 $58,622  $54,353 
  

Finance Leases

      

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

 $600  $654 
  

Current finance lease liabilities

 $332  $252 

Noncurrent finance lease liabilities

  299   417 

Total finance lease liabilities

 $631  $669 

 

Supplemental cash flow information related to leases is as follows:

 

 

Three Months Ended

  

Three Months Ended

 

Nine Months Ended

 
 

December 26, 2020

  

June 26, 2021

  

June 26, 2021

 
 

(in thousands)

  

(in thousands)

 

(in thousands)

 

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

        

Operating cash flows from operating leases

 $1,427  $3,860  $11,847 

Operating cash flows from finance leases

 $86  $64  $237 

Financing cash flows from finance leases

 $14  $23  $48 
  

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

 $776  $1,317  $2,671 

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

 $0  $-  - 

 

As of DecemberJune 26, 2020,2021, the maturities of lease liabilities were as follows:

 

 (in thousands)  

(in thousands)

 
 

Operating Leases

  

Finance Leases

  

Operating Leases

  

Finance Leases

 

Nine months ending June 30, 2020

     

2021

 14,484  280 

Three months ending September 25, 2021

 $3,863  $117 

2022

 12,205  168  13,804  203 

2023

 10,362  98  11,681  133 

2024

 8,093  98  8,967  133 

2025

 5,217  26  5,726  61 

Thereafter

  16,172   0   16,480   70 

Total minimum payments

 $66,533  $670  $60,521  $717 

Less amount representing interest

  (7,911)  (39)  (6,168)  (48)

Present value of lease obligations

 $58,622  $631  $54,353  $669 

As of June 26, 2021, the weighted-average remaining term of our operating and finance leases was 6.2 years and 4.2 years, respectively.

 

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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 the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Act”) and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate,” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. 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 future. However, forward-looking statements are subject to risks, uncertainties, 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.

 

Liquidity and Capital Resources

 

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

 

The Company’s Board of Directors declared a regular quarterly cash dividend of $.575$.633 per share of its common stock payable on JanuaryJuly 12, 2021, to shareholders of record as of the close of business on DecemberJune 21, 2020.2021. The cash dividend of $.633 per share represents an increase of 10% from the previous quarterly dividend rate of $.575 per share.

 

We purchased 65,648 shares of our common stock in fiscal year 2020, but did not purchase any shares in the threenine months ended DecemberJune 26, 2020.2021. 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; 318,858 shares remain to be purchased under this authorization.

 

FluctuationsIn the three months ended June 26, 2021 and June 27, 2020, fluctuations in the valuation of the Mexican and Canadian currencies and the resulting translation of the net assets of our Mexican and Canadian subsidiaries caused decreases of $657,000 and $41,000 in accumulated other comprehensive loss, respectively. In the nine months ended June 26, 2021 and June 27, 2020, fluctuations in the valuation of the Mexican and Canadian currencies and the resulting translation of the net assets of our Mexican and Canadian subsidiaries caused a decrease of $2,279,000$2,405,000 and an increase of $3,070,000 in accumulated other comprehensive loss, in the 2021 first quarter and a decrease of $810,000 in accumulated other comprehensive loss in the 2020 first quarter.respectively.

27

 

Our general-purpose bank credit line, which expires in November 2021, provides for up to a $50,000,000 revolving credit facility. The agreement contains restrictive covenants and requires commitment fees in accordance with standard banking practice. There were no outstanding balances under this facility at DecemberJune 26, 2020.2021.

 

RESULTS OF OPERATIONS

 

Net sales decreased $41,900,000 or 15%increased by 51% to $240,997,000$324,344,000 in the third quarter and by 7% to $821,519,000 for the threenine months ended DecemberJune 26, 2020. Operating income decreased $21,125,000 or 97% for2021 compared to the quarter to $578,000.

three and nine months ended June 27, 2020, respectively.

 

FOOD SERVICE

 

Sales to food service customers decreased $23,023,000 or 13%increased by 68% in the firstthird quarter to $160,425,000. Key customer$196,478,000 and by 12% to $526,226,000 for the nine months, compared to respective prior year periods. Food service venues are approaching pre-COVID capacity levels and more confident consumers are leaving their homes and spending more as the market normalizes. Sales accelerated throughout our key channels like theme parks,led by schools, amusement/recreation, restaurants, c-stores and theaters continue to operate at limited capacity impacting food service sales. theaters.

Soft pretzel sales to the food service decreased 35%market increased by 138% to $32,687,000.$50,895,000 in the third quarter and by 3% to $120,359,000 in the nine months. Frozen juices and ices sales decreased 11%increased by 60% to $6,295,000$13,927,000 in the third quarter and increased by 22% to $30,812,000 in the nine months. Churro sales were down 30%to food service customers increased by 174% to $20,096,000 in the third quarter and increased by 21% to $11,542,000. Sales of funnel cake decreased $3,050,000 or 49%$46,358,000 in the quarter.

25

nine months. Sales of bakery products decreased $7,408,000 or 8%increased by 24% in the firstthird quarter to $88,964,000, as$85,706,000 and increased by 1% to $257,580,000 for the virus impacted traffic, purchase choices and frequency in this part of our business.nine months.

 

Sales of handhelds increased $10,422,000 or 145%by 155% in the third quarter to $18,971,000 and by 156% in the nine months to $56,574,000 led by the continued success of a new product developed for one of our larger wholesale club customers.

 

Sales of new products in the first twelve months since their introduction were approximately $12,200,000$11,762,000 in thisthe third quarter and $38,929,000 in the nine months led by the previously noted handheld item. Price increases had a marginal impact on results in the quarter as traffic and volume drove almost all of the sales decline compared to lastprior year.

 

Operating income in our Food Service segment decreased $11,854,000was $17,644,000 in the third quarter compared with an operating loss of $18,242,000 in the prior year quarter. Operating income in our Food Service segment increased by 286% to $6,180,000$29,879,000 in the nine months. The increase in operating income was primarily because ofdue to the increase in sales declines which impactedimproved margin efficiencies and expense leverage.

28

 

RETAIL SUPERMARKETS

 

Sales of products to retail supermarkets increased $9,668,000 or 33%decreased by 6% to $39,094,000$53,857,000 in the first quarter.  Our SUPERPRETZEL brand performed wellthird quarter but increased by 10% to $136,859,000 in the nine months. The decrease in sales in the current quarter driving an increasewas primarily attributable to the stronger customer demand in the prior year third quarter resulting from the initial responses to the COVID-19 pandemic. During the prior year third quarter, a surge in demand and sales was experienced related to the effects of the rapid changes in consumer purchasing habits.

Sales of soft pretzel sales of 41%pretzels decreased by 12% in the third quarter to $13,888,000.$11,193,000 but increased by 17% in the nine months to $40,871,000. Sales of frozen juices and ices were up 52%increased by 11% to $15,316,000$36,898,000 in the firstthird quarter and salesby 21% to $71,600,000 in the nine months. Sales of biscuits were up 10% to7,660,000.decreased by 44% to $4,562,000 in the third quarter and by 14% to $18,717,000 in the nine months. Handheld sales to retail supermarket customers increased 1%decreased by 63% to $1,191,000 in the quarter. third quarter and by 32% to $6,215,000 in the nine months.

Sales fromof new products increased an estimated $400,000 in the quarter driven bynine months were approximately $550,000 and were primarily related to frozen novelty items.

Price increases had minimuma minimal impact on growthsales in the third quarter and in the nine months, as sales were driven primarily by increased consumer traffic and volume trends in retail outlets.

 

Operating income in our Retail Supermarkets segment increased $2,506,000 or 113%by 15% to $4,723,000$9,080,000 in this year’s firstthe third quarter drivenand by sales39% to $20,167,000 in the nine months. The increases andin operating income margins of 12%, over 400 basis points better than last year.was primarily attributable to the improvement in operating margins.          

 

FROZEN BEVERAGES

 

Frozen beverage and related product sales decreased $28,545,000 or 41%increased by 83% to $41,478,000$74,009,000 in the first quarter. Beverage relatedthird quarter but decreased by 9% to $158,434,000 in the nine months.

Beverages sales declined 55%increased by 157% to $15,855,000. Gallon sales were down 56% for$42,279,000 in the threethird quarter but decreased by 8% to $76,663,000 in the nine months, as we continuewith the majority of the fluctuations attributable to see traffic impacted from Covid-19 related concernsgallon sales. The increase in theaters, amusement venues and key retailers. These venues also rely on incremental seasonal sales in Decemberthe current quarter was led by the amusement channel that was impacted from reduced operating capacityexperienced sales above pre-COVID 19 levels, and consumers staying home. continued traffic increases in the mass merchandise, QSR and theater channels.

Service revenue decreased 16%increased by 32% to $18,896,000$22,789,000 in the firstthird quarter driven almost entirely from cancellation of a key customer’s plannedbut decreased by 3% to $59,903,000 in the nine months. The increase in the quarter was largely due to customers accelerating equipment maintenance program. Machineto support the post COVID-19 recovery.

29

Machines revenue (primarily sales of frozen beverage machines) was $6,489,000, a decrease of 46% due mainly from lapping $5,000,000increased by 32% to $8,404,000 in non-recurring salesthe third quarter but decreased by 25% to $20,556,000 in last year'sthe nine months. Retailers are beginning to re-invest again which helped to accelerate machine revenues in the quarter.

 

26

Our Frozen Beverage segment generated operating income of $11,420,000 in the third quarter compared with an operating loss of $9,088,000 in the prior year third quarter. In the nine months, our Frozen Beverage segment incurred an operating loss forof $4,094,000 compared with an operating loss of $8,942,000 in the prior year nine-month period. The comparative performance was impacted by the challenging sales environment in the prior year quarter of $10,325,000 compared to operating income of $1,452,000 last year due to the challenging COVID-19 sales environment which also impacts our gross margin efficiency and ability to leverage fixed expenses.pandemic.

 

CONSOLIDATED

 

Gross profit as a percentage of sales was 20.8%29.7% in the three-monththird quarter and 17.3% in the prior year quarter.  Gross profit as a percentage of sales was 25.2% in the nine-month period this year and 27.5%24.0% last year. Gross profit percentage decreased becauseThe increase is largely attributable to the benefit of continued Covid-19increased sales, pressure from our food servicefavorable product mix and frozen beverages segments. This createscorresponding margin leverage challenges as we manage lower production volumes on businesses with large-fixed expense bases.efficiencies.

 

Total operating expenses decreased $6,611,000increased by 2.5% to $58,030,000 in the firstthird quarter but asdecreased by 5.8% to $161,243,000 in the nine months. As a percentage of net sales, operating expenses decreased from 26.4% to 17.9% in the third quarter and increased in the nine months from 22.2% to 20.6% from 19.9% last year. 19.6%.

Marketing expenses decreased to 7.2%6.3% of net sales in this year’sthe third quarter from 8% last year.10.2% in prior year and to 6.9% in the nine months compared with 8.9% in prior year’s nine-month period. Distribution expenses were 9.5%decreased to 8.4% of net sales in thisthe third quarter from 9.9% in the prior year but increased slightly to 9.2% in the nine months compared with 9.1% in prior year’s quarter compared to 8.3% of sales last year.nine-month period. Administrative expenses decreased to 3.2% of net sales in the third quarter from 3.9% in prior year, and to 3.5% in the nine months compared with 3.7% in prior year’s nine-month period. Operating expenses in the prior year were 3.9%impacted by $5.1 million of sales this quarter compared to 3.4% last year.plant shutdown impairment costs in both the three month, and nine-month periods.

 

Operating income decreased $21,125,000 or 97% to $578,000was $38,144,000 in the firstthird quarter compared with an operating loss of $19,420,000 in the prior year. Operating income increased by 246% to $45,952,000 in the nine months as a result of the aforementioned items.

 

Our investments generated before tax income of $1,370,000 this quarter, down from $1,760,000 last year due to decreases$470,000 in the amountthird quarter, a $830,000 decrease from prior year. In the nine months, our investments generated before tax income of $2,419,000, a 10% decrease from the prior year period. The decrease in before tax investment income compared with prior year was primarily attributable to the decrease in investments and lower interest rates.held between periods.

30

 

Net earnings decreased $15,281,000, or 90%, in the current three-month periodthird quarter were $28,893,000 compared with a loss of $12,647,000 in prior year. Net earnings increased by 213% in the nine months to $1,778,000.$36,732,000. Our effective tax rate was 8%24% in thisthe nine months compared with 26% in the prior year’s quarter.    nine-month period.

 

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.

 

27

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

There has been no material change in the Company’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 2020 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 26, 2020,

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 June 26, 2021, 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’s internal control over financial reporting during the quarter ended December 26, 2020,June 26,2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

2831


 

PART II. OTHER INFORMATION

 

Item 6.

Item 6.  Exhibits

 

Exhibit No.

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

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

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

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.

 

 

31.1 &101.1

Certification Pursuant to Section 302 of

31.2

the Sarbanes-Oxley Act of 2002

31.3

99.5 &

Certification Pursuant to the 18 U.S.C.

99.6

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

99.7

  101.1

The following financial information from J&J Snack Foods Corp.'s Quarterly Report on Form 10-Q for the quarter ended DecemberJune 26, 2020,2021, formatted in iXBRL (Inline extensible Business Reporting Language):

(i) Consolidated Balance Sheets,

(ii) Consolidated Statements of Earnings,

(iii)Consolidated Statements of Comprehensive Income,

(iv) Consolidated Statements of Cash Flows and

(v) the Notes to the Consolidated Financial Statements

 

104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.1)

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

 

2932


 

SIGNATURES

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

J & J SNACK FOODS CORP.         

Dated: July 29, 2021

/s/ Dan Fachner

Dan Fachner

President and Chief Executive Officer

  
Dated: January 28, 2021/s/ Gerald B. Shreiber

Gerald B. Shreiber

Chairman of the Board,

Chief Executive

Officer and Director

(Principal Executive Officer)

      

 

Dated: January 28,July 29, 2021

/s/ Ken A. Plunk

Ken A. Plunk, Senior Vice

President and Chief Financial Officer

(Principal Financial Officer)

(Principal Accounting Officer) 

Dated: January 28, 2021

/s/ Dan Fachner

 

Dan Fachner

President

(Principal ExecutiveFinancial Officer)

(Principal Accounting Officer)

   

3033