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 June 26,December 25, 2021

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

 

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

Yes

No

 

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).

Yes

No

 

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

 

Large Accelerated filer

Accelerated 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).

Yes

No

 

At July 23, 2021As of January 28, 2022 there were 19,063,90319,109,667 shares of the Registrant’s Common Stock outstanding.

 


 

INDEX

 

Page
Number

Number

Part I.     Financial Information

 
  

Item l.

Consolidated Financial Statements

 
  

Consolidated Balance Sheets – June 26,2021(unaudited)December 25, 2021 (unaudited) and September 26, 202025, 2021

3

  

Consolidated Statements of Earnings (unaudited) – Three and nine months Ended June 26,Months ended December 25, 2021 and June 27,December 26, 2020

4

  

Consolidated Statements of Comprehensive Income (unaudited) – Three and nine monthsMonths Ended June 26,December 25, 2021 and June 27,December 26, 2020

5

  

Consolidated Statements of Changes In Stockholders’  Equity (unaudited) – Three and nine monthsMonths Ended June 26,December 25, 2021 and June 27,December 26, 2020

6

  

Consolidated Statements of Cash Flows (unaudited) – NineThree Months Ended June 26,December 25, 2021 and June 27,December 26, 2020

7

  

Notes to the Consolidated Financial Statements (unaudited)

8

  

Item 2.

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

27

24

  

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

31

26

  

Item 4.

Controls and Procedures

31

26

  

Part II.    Other Information

32
  

Item 6. Exhibits

32

Exhibits

27

 

2

 

 

 J & J&J SNACK FOODS CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands)

 CONSOLIDATED BALANCE SHEETS

 (in thousands, except share amounts)

 

 

June 26,

     

December 25,

    
 

2021

 

September 26,

  

2021

 

September 25,

 
 

(unaudited)

  

2020

  

(unaudited)

  

2021

 

Assets

        

Current assets

  

Cash and cash equivalents

 $276,268  $195,809  $268,460  $283,192 

Marketable securities held to maturity

 9,902  51,151  5,506  7,980 

Accounts receivable, net

 154,845  126,587  162,585  162,939 

Inventories

 114,822  108,923  132,724  123,160 

Prepaid expenses and other

  11,547   17,087   6,771   7,498 

Total current assets

 567,384  499,557  576,046  584,769 
  

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

 340,693  330,168  340,980  343,716 

Marketing equipment

 253,199  250,914  260,273  258,624 

Transportation equipment

 10,232  9,966  10,514  10,315 

Office equipment

 34,291  33,878  34,819  34,648 

Improvements

 45,349  43,264  47,595  45,578 

Construction in progress

  28,134   19,995   43,253   35,285 

Total Property, plant and equipment, at cost

 740,974  717,261  766,510  757,242 

Less accumulated depreciation and amortization

  482,056   455,645   495,516   490,055 

Property, plant and equipment, net

 258,918  261,616  270,994  267,187 
  

Other assets

  

Goodwill

 121,833  121,833  121,833  121,833 

Other intangible assets, net

 79,676  81,622  77,191  77,776 

Marketable securities held to maturity

 7,568  16,927  2,038  4,047 

Marketable securities available for sale

 11,273  13,976  7,327  10,084 

Operating lease right-of-use assets

 51,811  58,110  54,195  54,555 

Other

  3,083   2,912   2,282   1,968 

Total other assets

  275,244   295,380   264,866   270,263 

Total Assets

 $1,101,546  $1,056,553  $1,111,906  $1,122,219 
  

Liabilities and Stockholders' Equity

        

Current Liabilities

  

Current finance lease liabilities

 $252  $349  $146  $182 

Accounts payable

 97,117  73,135  91,010  96,789 

Accrued insurance liability

 15,764  13,039  15,352  16,260 

Accrued liabilities

 6,890  7,420  13,307  10,955 

Current operating lease liabilities

 12,780  13,173  13,512  13,395 

Accrued compensation expense

 15,000  16,134  12,688  17,968 

Dividends payable

  12,064   10,876   12,083   12,080 

Total current liabilities

 159,867  134,126  158,098  167,629 
  

Noncurrent finance lease liabilities

 417  368  354  392 

Noncurrent operating lease liabilities

 41,573  47,688  45,970  46,557 

Deferred income taxes

 64,284  64,413  61,061  61,578 

Other long-term liabilities

 375  460  425  409 
  

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 19,061,000 and 18,915,000 respectively

 69,572  49,268 

Common stock, no par value; authorized, 50,000,000 shares; issued and outstanding 19,089,000 and 19,084,000 respectively

 75,386  73,597 

Accumulated other comprehensive loss

 (13,182) (15,587) (13,827) (13,383)

Retained Earnings

  778,640   775,817   784,439   785,440 

Total stockholders' equity

  835,030   809,498   845,998   845,654 

Total Liabilities and Stockholders' Equity

 $1,101,546  $1,056,553  $1,111,906  $1,122,219 

 

The accompanying notes are an integral part of these statements.

 

3

 

 

 J & J&J SNACK FOODS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

(Unaudited)

(in thousands)

 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 
  

Three months ended

 
  

December 25,

  

December 26,

 
  

2021

  

2020

 
         

Net Sales

 $318,490  $240,997 
         

Cost of goods sold

  239,115   190,872 

Gross Profit

  79,375   50,125 
         

Operating expenses

        

Marketing

  20,907   17,301 

Distribution

  33,315   22,889 

Administrative

  10,369   9,440 

Other general expense

  (61)  (83)

Total Operating Expenses

  64,530   49,547 
         

Operating Income

  14,845   578 
         

Other income (expense)

        

Investment income

  271   1,370 

Interest expense & other

  (18)  (15)
         

Earnings before income taxes

  15,098   1,933 
         

Income tax expense

  4,007   155 
         

NET EARNINGS

 $11,091  $1,778 
         

Earnings per diluted share

 $0.58  $0.09 
         

Weighted average number of diluted shares

  19,153   19,031 
         

Earnings per basic share

 $0.58  $0.09 
         

Weighted average number of basic shares

  19,085   18,935 

 

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

  

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 
  

Three months ended

 
  

December 25,

  

December 26,

 
  

2021

  

2020

 
         

Net Earnings

 $11,091  $1,778 
         

Foreign currency translation adjustments

  (444)  2,279 

Total Other Comprehensive (Loss) Income

  (444)  2,279 
         

Comprehensive Income

 $10,647  $4,057 

 

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

J&J SNACK FOODS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(Unaudited)

(in thousands)

 

         

Accumulated

             Accumulated     
         

Other

                 

Other

        
 

Common Stock

 

Comprehensive

 

Retained

     

Common Stock

 

Comprehensive

 

Retained

    
 

Shares

  

Amount

  

Loss

  

Earnings

  

Total

  

Shares

  

Amount

  

Loss

  

Earnings

  

Total

 
  

Balance as September 26, 2020

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

Balance as September 25, 2021

 19,084  73,597  (13,383) 785,440  845,654 

Issuance of common stock upon exercise of stock options

 41  4,390  0  0  4,390  5  706  0  0  706 

Foreign currency translation adjustment

 -  0  2,279  0  2,279  -  0  (444) 0  (444)

Dividends declared

 -  0  0  (10,900) (10,900) -  0  0  (12,092) (12,092)

Share-based compensation

 -  1,244  0  0  1,244  -  1,083  0  0  1,083 

Net earnings

  -   0   0   1,778   1,778   -   0   0   11,091   11,091 
  

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 

Balance at December 25, 2021

  19,089  $75,386  $(13,827) $784,439  $845,998 

 

         

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 

Balance as September 26, 2020

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

Issuance of common stock upon exercise of stock options

 5  468  0  0  468  41  4,390  0  0  4,390 

Foreign currency translation adjustment

 -  0  810  0  810  -  0  2,279  0  2,279 

Dividends declared

 -  0  0  (10,867) (10,867) -  0  0  (10,900) (10,900)

Share-based compensation

 -  1,299  0  0  1,299  -  1,244  0  0  1,244 

Net earnings

  -   0   0   17,059   17,059   -   0   0   1,778   1,778 
  

Balance at December 28, 2019

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

Issuance of common stock upon exercise of stock options

 47  5,049  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 

Balance at December 26, 2020

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

 

The accompanying notes are an integral part of these statements.

 

6

 

 

J & J&J SNACK FOODS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited) (in thousands)

 

 

Nine Months Ended

  

Three months ended

 
 

June 26,

 

June 27,

  

December 25,

 

December 26,

 
 

2021

  

2020

  

2021

  

2020

 

Operating activities:

  

Net earnings

 $36,732  $11,721  $11,091  $1,778 

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

  

Depreciation of fixed assets

 36,278  37,353  11,923  12,269 

Amortization of intangibles and deferred costs

 2,096  2,516  588  679 

Gains from disposals of property & equipment

 (27

)

 0 

Share-based compensation

 3,252  3,421  1,083  1,244 

Deferred income taxes

 (188) (426) (529

)

 (8

)

(Gain) loss on marketable securities

 (926) 1,746 

Plant shutdown impairment costs

 0  5,072 

Loss (gain) on marketable securities

 44  (681

)

Other

 (305) (309) (4

)

 (80

)

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

  

(Increase) decrease in accounts receivable

 (27,940) 24,634 

Decrease in accounts receivable

 231  13,701 

Increase in inventories

 (5,964) (3,751) (9,958

)

 (5,641

)

(Increase) decrease in prepaid expenses

 5,710  (7,879)

Increase (decrease) in accounts payable and accrued liabilities

  24,823   (7,478)

Decrease (increase) in prepaid expenses

 719  (889

)

Decrease in accounts payable and accrued liabilities

  (9,707

)

  (1,068

)

Net cash provided by operating activities

  73,568   66,620   5,454   21,304 

Investing activities:

  

Payments for purchases of companies, net of cash acquired

 0  (57,197)

Purchases of property, plant and equipment

 (34,456) (47,637) (16,100

)

 (9,676

)

Purchases of marketable securities

 0  (6,103)

Proceeds from redemption and sales of marketable securities

 54,191  54,125  7,200  26,148 

Proceeds from disposal of property and equipment

 2,079  2,852  231  880 

Other

  42   (72)  0   15 

Net cash provided by (used in) investing activities

  21,856   (54,032)  (8,669

)

  17,367 

Financing activities:

  

Payments to repurchase common stock

 0  (8,972)

Proceeds from issuance of stock

 17,178  6,300  706  4,390 

Payments on capitalized lease obligations

 (48) (272)

Payments on finance lease obligations

 (74

)

 (86

)

Payment of cash dividend

  (32,719)  (31,193)  (12,080

)

  (10,876

)

Net cash used in financing activities

  (15,589)  (34,137)  (11,448

)

  (6,572

)

Effect of exchange rate on cash and cash equivalents

  624   (885)  (69

)

  427 

Net increase (decrease) in cash and cash equivalents

  80,459   (22,434)  (14,732

)

  32,526 

Cash and cash equivalents at beginning of period

  195,809   192,395   283,192   195,809 

Cash and cash equivalents at end of period

 $276,268  $169,961  $268,460  $228,335 

 

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, 2020.25, 2021.

 

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 25, 2021 and December 26, 2020 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 previously shut down or sharply curtailed their foodservice operations as a result of COVID-19. While the majority of these venues have reopened, the extent of the future impact of COVID-19 on our operations depends on future developments of the virus and its effects which are uncertain at this 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 25, 2021.

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.

 

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

8

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

 

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

 

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

 

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

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 $13.9 million at December 25, 2021 and $14.6 million at September 25, 2021.

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 

 

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

Contract Balances
 

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

  

Three Months Ended

 
  

December 25,

  

December 26,

 
  

2021

  

2020

 
  

(in thousands)

 
         

Beginning Balance

 $1,097  $1,327 

Additions to contract liability

  1,199   1,744 

Amounts recognized as revenue

  (1,266)  (1,355)

Ending Balance

 $1,030  $1,716 

 

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

 

10

 

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,

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. 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 $1,377,000 and $1,405,000 on December 25, 2021 and September 25, 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 $12,025,000$11,923,000 and $12,543,000$12,269,000 for the three months ended June 26,December 25, 2021 and June 27, 2020, respectively and $36,278,000 and $37,353,000 for the nine months ended JuneDecember 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:

 

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 
  

Three Months Ended December 25, 2021

 
  

Income

  

Shares

  

Per Share

 
  

(Numerator)

  

(Denominator)

  

Amount

 
             
  

(in thousands, except per share amounts)

 

Basic EPS

            

Net Earnings available to common stockholders

 $11,091   19,085  $0.58 
             

Effect of Dilutive Securities

            

Options

  0   68   0 
             

Diluted EPS

            

Net Earnings available to common stockholders plus assumed conversions

 $11,091   19,153  $0.58 

 

20,800318,172 anti-dilutive shares have been excluded in the computation of EPS for the three months ended June 26, 2021December 25, 2021.

 

 

Nine Months Ended June 26, 2021

  

Three Months Ended December 26, 2020

 
 

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

 $36,732  18,996  $1.93  $1,778  18,935  $0.09 
  

Effect of Dilutive Securities

            

Options

  0   120   (0.01)  0   96   0 
  

Diluted EPS

            

Net Earnings available to common stockholders plus assumed conversions

 $36,732   19,116  $1.92  $1,778   19,031  $0.09 

 

289,692 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)

845,977187,722 anti-dilutive shares have been excluded in the computation of EPS for the three months ended June 27, 2020December 26, 2020.

 

  

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

nine12 months ended June 27, 2020


 

Note 5

At June 26,December 25, 2021, the Company has three stock-based employee compensation plans. Share-based compensation expense was recognized as follows:

 

 

Three months ended

 
 

December 25,

 

December 26,

 
 

Three months ended

  

Nine months ended

  

2021

  

2020

 
 

June 26,

 

June 27,

 

June 26,

 

June 27,

  (in thousands) 
 

2021

  

2020

  

2021

  

2020

  
 (in thousands) 

Stock Options

 $512  $890  $1,505  $2,267  $814  $546 

Stock purchase plan

 171  57  513  328  60  278 

Stock issued to outside director

 11  17  33  50 

Restricted stock issued to an employee

  23   0   70   0 

Stock issued to an outside director

 11  0 

Restricted stock units issued to employees

 72  0 

Performance stock units issued to employees

  39   0 

Total share-based compensation

 $717  $964  $2,121  $2,645  $996  $824 
  

The above compensation is net of tax benefits

 $265  $70  $1,131  $822  $87  $420 

 

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 132022


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. and 2021three-month periods, respectively.

 

During the fiscal year 2022three-month period, the Company issued 8,873 service share unit’s (“RSU”)’s.  Each RSU entitles the awardee to one share of common stock upon vesting.  The fair value of the RSU’s was determined based upon the closing price of the Company’s common stock on the date of grant.  NaN such RSU’s were issued in the fiscal year 2021three-month period.

During the fiscal year 2022three-month period, the Company also issued 8,868 performance share units (“PSU”)’s.  Each PSU may result in the issuance of up to two shares of common stock upon vesting, dependent upon the level of achievement of the applicable Performance Goal.  The fair value of the PSU’s was determined based upon the closing price of the Company’s common stock on the date of grant.  Additionally, the Company applies a quarterly probability assessment in computing this non-cash compensation expense, and any change in estimate is reflected as a cumulative adjustment to expense in the quarter of the change.  NaN such PSU’s were issued in the fiscal year 2021three-month period.

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 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 $343,000 on both December 25, 2021 and September 25, 2021, 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 25, 2021 and September 25, 2021, the Company has $267,000 of accrued interest and penalties.

1413

 

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 25, 2021 was 27%. Our effective tax rate was 8% in last year’s quarter primarily due to a $420,000 tax benefit related to share based compensation.    

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.

 

 

Note 8

Inventories consist of the following:

 

 

June 26,

 

September 26,

  

December 25,

 

September 25,

 
 

2021

  

2020

  

2021

  

2021

 
 

(unaudited)

     

(unaudited)

   
 

(in thousands)

  

(in thousands)

 
  

Finished goods

 $40,850  $40,184  $53,734  $49,756 

Raw materials

 29,171  24,550  33,153  29,529 

Packaging materials

 12,080  10,545  13,172  11,168 

Equipment parts and other

  32,721   33,644   32,665   32,707 

Total Inventories

 $114,822  $108,923  $132,724  $123,160 

 

 

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.Maker.

 

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.

1514

 

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

Food Service

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

 

Retail Supermarkets

 

The primary products sold to the retail supermarket channel are soft pretzel products – including SUPERPRETZEL, frozen juice treats and dessertsnovelties 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. Within the retail supermarket channel, our frozen and prepackaged products are purchased by the consumer for consumption at home.

 

Frozen Beverages

 

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

 

15

The Chief Operating Decision Maker for Food Service, and Retail Supermarkets and the Chief Operating Decision Maker for Frozen Beverages reviews monthly review detailed operating income statements and sales reports in order to assess performance and allocate resources to each individual segment. Sales and operating income are key variables monitored by the Chief Operating Decision MakersMaker and management when determining each segment’s and the company’sCompany’s financial condition and operating performance. In addition, the Chief Operating Decision Makers reviewMaker reviews and evaluateevaluates 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 25,

  

December 26,

 
  

2021

  

2020

 

 

 (unaudited) 
  (in thousands) 

Sales to External Customers:

        

Food Service

        

Soft pretzels

 $50,421  $32,687 

Frozen novelties

  8,457   6,295 

Churros

  19,489   11,542 

Handhelds

  18,495   17,611 

Bakery

  107,831   88,964 

Other

  7,039   3,326 

Total Food Service

 $211,732  $160,425 
         

Retail Supermarket

        

Soft pretzels

 $16,194  $13,888 

Frozen novelties

  17,802   15,316 

Biscuits

  8,271   7,660 

Handhelds

  1,276   2,780 

Coupon redemption

  (896)  (1,075)

Other

  48   525 

Total Retail Supermarket

 $42,695  $39,094 
         

Frozen Beverages

        

Beverages

 $33,763  $15,855 

Repair and maintenance service

  22,011   18,896 

Machines revenue

  7,847   6,489 

Other

  442   238 

Total Frozen Beverages

 $64,063  $41,478 
         

Consolidated Sales

 $318,490  $240,997 
         

Depreciation and Amortization:

        

Food Service

 $6,669  $6,786 

Retail Supermarket

  366   386 

Frozen Beverages

  5,476   5,776 

Total Depreciation and Amortization

 $12,511  $12,948 
         

Operating Income :

        

Food Service

 $9,001  $6,180 

Retail Supermarket

  4,984   4,723 

Frozen Beverages

  860   (10,325)

Total Operating Income

 $14,845  $578 
         

Capital Expenditures:

        

Food Service

 $10,233  $8,286 

Retail Supermarket

  2,529   21 

Frozen Beverages

  3,338   1,369 

Total Capital Expenditures

 $16,100  $9,676 
         

Assets:

        

Food Service

 $794,819  $744,277 

Retail Supermarket

  29,802   31,668 

Frozen Beverages

  287,285   275,898 

Total Assets

 $1,111,906  $1,051,843 

 

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

Note 10

Our 3 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 June 26,December 25, 2021 and September 26, 202025, 2021 are as follows:

  

December 25, 2021

  

September 25, 2021

 
  

Gross

      

Gross

     
  

Carrying

  

Accumulated

  

Carrying

  

Accumulated

 
  

Amount

  

Amortization

  

Amount

  

Amortization

 
  

(in thousands)

 

FOOD SERVICE

                
                 

Indefinite lived intangible assets

                

Trade names

 $9,596  $0  $10,408  $812 
                 

Amortized intangible assets

                

Non compete agreements

  670   670   670   670 

Customer relationships

  13,000   6,513   13,000   6,188 

License and rights

  1,690   1,418   1,690   1,396 

TOTAL FOOD SERVICE

 $24,956  $8,601  $25,768  $9,066 
                 

RETAIL SUPERMARKETS

                
                 

Indefinite lived intangible assets

                

Trade names

 $12,316  $0  $12,777  $461 
                 

Amortized Intangible Assets

                

Trade names

  649   649   649   649 

Customer relationships

  7,907   6,115   7,907   5,931 

TOTAL RETAIL SUPERMARKETS

 $20,872  $6,764  $21,333  $7,041 
                 
                 

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   437   1,439   400 

Licenses and rights

  1,400   1,089   1,400   1,072 

TOTAL FROZEN BEVERAGES

 $48,254  $1,526  $48,254  $1,472 
                 

CONSOLIDATED

 $94,082  $16,891  $95,355  $17,579 

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 25, 2021 and December 26, 2020 was $588,000 and $679,000, respectively.

Estimated amortization expense for the next five fiscal years is approximately $2,300,000 in 2022, $2,300,000 in 2023, $2,000,000 in 2024, $1,400,000 in 2025 and $1,400,000 in 2026. The weighted amortization period of the intangible assets is 11.2 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 25, 2021 $61,189  $4,146  $56,498  $121,833 
                 
Balance at September 25, 2021 $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.

Marketable securities held to maturity and available for sale.sale consist primarily of investments in mutual funds, preferred stock and corporate bonds.  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 determinedvalues of mutual funds are based on assumptions thatquoted 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 thanand are classified within Level 1 inputsof the fair value hierarchy.  The fair values of preferred stock, corporate bonds and certificates of deposit are based on quoted prices for identical or similar instruments in active markets that are observable either directlynot active.  As a result, preferred stock, corporate bonds and certificates of deposit are classified within Level 2 of the fair value hierarchy. 

18

The amortized cost, unrealized gains and losses, and fair market values of our investment securities held to maturity at December 25, 2021 are summarized as follows:

      

Gross

  

Gross

  

Fair

 
  

Amortized

  

Unrealized

  

Unrealized

  

Market

 
  

Cost

  

Gains

  

Losses

  

Value

 
  (in thousands) 
                 

Corporate Bonds

 $7,544  $49  $21  $7,572 

Total marketable securities held to maturity

 $7,544  $49  $21  $7,572 

The amortized cost, unrealized gains and losses, and fair market values of our investment securities available for sale at December 25, 2021 are summarized as follows:

      

Gross

  

Gross

  

Fair

 
  

Amortized

  

Unrealized

  

Unrealized

  

Market

 
  

Cost

  

Gains

  

Losses

  

Value

 
  (in thousands) 
                 

Mutual Funds

 $3,588  $0  $547  $3,041 

Preferred Stock

  4,139   155   8   4,286 

Total marketable securities available for sale

 $7,727  $155  $555  $7,327 

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 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 indirectly;all of them depending on presently unanticipated needs for liquidity or market conditions. The corporate bonds generate fixed income to maturity dates in 2022 through 2023, with $8 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

LevelThe amortized cost, unrealized gains and losses, and fair market values of our investment securities held to maturity at 3September 25, 2021 are summarized as follows:

Unobservable inputs

      

Gross

  

Gross

  

Fair

 
  

Amortized

  

Unrealized

  

Unrealized

  

Market

 
  

Cost

  

Gains

  

Losses

  

Value

 
  (in thousands) 
                 

Corporate Bonds

 $12,027  $123  $18  $12,132 

Total marketable securities held to maturity

 $12,027  $123  $18  $12,132 

The amortized cost, unrealized gains and losses, and fair market values of our investment securities available for sale at September 25, 2021 are summarized as follows:

      

Gross

  

Gross

  

Fair

 
  

Amortized

  

Unrealized

  

Unrealized

  

Market

 
  

Cost

  

Gains

  

Losses

  

Value

 
  (in thousands) 
                 

Mutual Funds

 $3,588  $0  $536  $3,052 

Preferred Stock

  6,892   175   35   7,032 

Total marketable securities available for sale

 $10,480  $175  $571  $10,084 

The amortized cost and fair value of the Company’s held to maturity securities by contractual maturity at December 25, 2021 and September 25, 2021 are summarized as follows:

 

 

December 25, 2021

  

September 25, 2021

 
                 
      

Fair

      

Fair

 
  

Amortized

  

Market

  

Amortized

  

Market

 
  

Cost

  

Value

  

Cost

  

Value

 
  (in thousands) 

Due in one year or less

 $5,506  $5,520  $7,980  $8,080 

Due after one year through five years

  2,038   2,052   4,047   4,052 

Due after five years through ten years

  0   0   0   0 

Total held to maturity securities

 $7,544  $7,572  $12,027  $12,132 

Less current portion

  5,506   5,520   7,980   8,080 

Long term held to maturity securities

 $2,038  $2,052  $4,047  $4,052 

Proceeds from the redemption and sale of marketable securities were $7,200,000 in the three months ended December 25, 2021, and $26,148,000 in the three months ended December 26, 2020, respectively. Losses of $44,000 and $78,000 were recorded in the three months ended December 25, 2021 and December 26, 2020, respectively, which there is little orincluded an unrealized loss on marketable securities of $5,000 and an unrealized gain on marketable securities of $603,000 in the nothree market data, which requiremonths ended December 25, 2021 and December 26, 2020, respectively. We use the reporting entityspecific identification method to develop its own assumptions.determine the cost of securities sold.

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,

20

Total marketable securities held to maturity as of December 25, 2021 with credit ratings of BBB/BB/B had an amortized cost basis totaling $7,544,000. This rating information was obtained December 31, 2021.

 

 

Note 12

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

  

Three Months ended December 25, 2021

 
  

(unaudited)

 
  

(in thousands)

 
     
     
  

Foreign Currency

 
  

Translation Adjustments

 
     

Beginning Balance

 $(13,383)
     

Other comprehensive income

  (444)

Ending Balance

 $(13,827)

  

Three Months ended December 26, 2020

 
  

(unaudited)

 
  

(in thousands)

 
     
     
  

Foreign Currency

 
  

Translation Adjustments

 
     

Beginning Balance

 $(15,587)
     

Other comprehensive income

  2,279 

Ending Balance

 $(13,308)

 

  

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                                                                                 

 

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 1413 years.                    

                                                             

21

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

 

Significant Assumptions and Judgments

 

Contract Contains a 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 June 26,December 25, 2021, the weighted-average discount rate of our operating and finance leases was 3.2%3.3% and 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.

 

22

Amounts Recognized in the Financial Statements

The components of lease expense were as follows:

 

 

Three Months Ended

 

Nine Months Ended

  

Three Months Ended

 

Three Months Ended

 
 

June 26, 2021

  

June 26, 2021

  

December 25, 2021

  

December 26, 2020

 
 

(in thousands)

 

(in thousands)

  

(in thousands)

 

(in thousands)

 
  

Operating lease cost in Cost of goods sold and Operating Expenses

 $3,846  $11,747  $1,458  $1,356 

Finance lease cost:

  

Amortization of assets in Cost of goods sold and Operating Expenses

 62  216  72  412 

Interest on lease liabilities in Interest expense & other

  5   30   5   14 

Total finance lease cost

 67  246  77  426 

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

  0   0   0   0 
Total net lease cost $3,913  $11,993  $1,535  $1,782 

 

25

Supplemental balance sheet information related to leases is as follows:

 

 

June 26, 2021

  

December 25, 2021

  

September 25, 2021

 
 

(in thousands)

  

(in thousands)

 

(in thousands)

 

Operating Leases

      

Operating lease right-of-use assets

 $51,811  $54,195  $54,555 
  

Current operating lease liabilities

 $12,780  $13,512  $13,395 

Noncurrent operating lease liabilities

  41,573   45,970   46,557 
Total operating lease liabilities $54,353  $59,482  $59,952 
  

Finance Leases

      

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

 $654  $171  $561 
  

Current finance lease liabilities

 $252  $146  $182 

Noncurrent finance lease liabilities

  417   354   392 
Total finance lease liabilities $669  $500  $574 

 

Supplemental cash flow information related to leases is as follows:

 

 

Three Months Ended

 

Nine Months Ended

  

Three Months Ended

 

Three Months Ended

 
 

June 26, 2021

  

June 26, 2021

  

December 25, 2021

  

December 26, 2020

 
 

(in thousands)

 

(in thousands)

  

(in thousands)

 

(in thousands)

 

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

        

Operating cash flows from operating leases

 $3,860  $11,847  $1,534  $1,427 

Operating cash flows from finance leases

 $64  $237  $5  $86 

Financing cash flows from finance leases

 $23  $48  $74  $14 
  

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

 $1,317  $2,671  $1,143  $776 

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

 $-  -  $-  $- 

 

As of June 26,December 25, 2021, the maturities of lease liabilities were as follows:

 

 

(in thousands)

  (in thousands) 
 

Operating Leases

  

Finance Leases

  

Operating Leases

  

Finance Leases

 

Three months ending September 25, 2021

 $3,863  $117 

2022

 13,804  203 

Nine months ending September 24, 2022

 $11,600  $134 

2023

 11,681  133  13,520  136 

2024

 8,967  133  10,716  136 

2025

 5,726  61  7,478  65 

2026

 5,108  39 

Thereafter

  16,480   70   18,079   29 

Total minimum payments

 $60,521  $717  $66,501  $540 

Less amount representing interest

  (6,168)  (48)  (7,018)  (40)

Present value of lease obligations

 $54,353  $669  $59,482  $500 

 

As of June 26,December 25, 2021 the weighted-average remaining term of our operating and finance leases was 6.26.4 years and 4.24.0 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 $.633 per share of its common stock payable on July 12, 2021,January 11, 2022, to shareholders of record as of the close of business on June 21,December 20, 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 65,648did not purchase any shares of our common stock in fiscal year 2020, but did not purchase any shares in the nine months ended June 26, 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.

 

In the three months ended June 26, 2021 and June 27, 2020, fluctuationsFluctuations in the valuation of the Mexican and Canadian currencies and the resulting translation of the net assets of our Mexican and Canadian subsidiaries caused decreasesan increase of $657,000 and $41,000$444,000 in accumulated other comprehensive loss respectively. In the nine months ended June 26, 2021 and June 27, 2020, fluctuations in the valuation of the Mexican2022 first quarter and Canadian currencies and the resulting translation of the net assets of our Mexican and Canadian subsidiaries caused a decrease of $2,405,000 and an increase of $3,070,000$2,279,000 in accumulated other comprehensive loss respectively.in the 2021 first quarter.

 

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Our general-purpose bank credit line,In December 2021, we entered into an amendment and modification to an amended and restated loan agreement with our existing banks which expires in November 2021, provides for up to a $50,000,000 revolving credit facility.facility repayable in December 2026. The agreement contains restrictive covenants and requires commitment fees in accordance with standard banking practice. There were no outstanding balances under this facility at JuneDecember 25, 2021 or at December 26, 2020.

Critical Accounting Policies, Judgments and Estimates

There have been no material changes to our critical accounting policies, judgments and estimates from the information provided in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies, Judgments and Estimates, in our Annual Report on Form 10-K for the year ended September 25, 2021, as filed with the SEC on November 23, 2021.

 

RESULTS OF OPERATIONS

 

Net sales increased by 51%$77,493,000 or 32% to $324,344,000 in the third quarter and by 7% to $821,519,000$318,490,000 for the ninethree months ended June 26, 2021 comparedDecember 25, 2021. Operating income increased $14,267,000 or 2,468% for the quarter to the three and nine months ended June 27, 2020, respectively.$14,845,000.

 

FOOD SERVICE

 

Sales to food service customers increased by 68%$51,307,000 or 32% in the thirdfirst quarter to $196,478,000$211,732,000. Sales were up across all product lines as many of the venues and by 12% to $526,226,000 forlocations where our products are sold that were previously shut down or operating at reduced capacity in the nine months, compared to respective prior year periods. Food servicefirst quarter of 2021 have partially or fully re-opened since then. Customer venues across theaters, sports, amusement, convenience, schools and restaurants and strategic accounts are approaching pre-COVID capacity levels and more confident consumers are leaving their homes and spending more as the market normalizes. Sales accelerated throughoutexperiencing a surge of post pandemic demand which helped drive strong sales in our key channels led by schools, amusement/recreation, restaurants, c-stores and theaters.

core products. Soft pretzel sales to the food service market increased by 138%54% to $50,895,000$50,421,000. Frozen novelties sales increased 34% to $8,457,000. Churro sales were up 69% in the third quarter to $19,489,000, led by customer expansion and by 3% to $120,359,000growing menu penetration. Sales of funnel cake increased $3,713,000 or 112% in the nine months. Frozen juices and ices sales increased by 60% to $13,927,000 in the third quarter and increased by 22% to $30,812,000 in the nine months. Churro sales to food service customers increased by 174% to $20,096,000 in the third quarter and increased by 21% to $46,358,000 in the nine months.quarter. Sales of bakery products increased by 24%$18,867,000 or 21% in the thirdfirst quarter to $85,706,000 and increased by 1% to $257,580,000 for the nine months.

$107,831,000. Sales of handhelds increased by 155%$884,000 or 5% 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.

 

24

Sales of new products in the first twelve months since their introduction were approximately $11,762,000$2,000,000 in the thirdthis quarter, and $38,929,000 in the nine months leddriven primarily by the previously noted handheld item.new bakery items. Price increases had a marginal impact on results in the quarter as traffic and volume drove almost allthe large majority of the sales declineincrease compared to priorlast year.

 

Operating income in our Food Service segment was $17,644,000increased $2,821,000 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 $29,879,000 in the nine months. The increase in operating income was$9,001,000 primarily due to the increase in sales whichand improved margin efficiencies andproduct mix, as well as the benefits of expense leverage.

28

 

RETAIL SUPERMARKETS

 

Sales of products to retail supermarkets decreased by 6%increased $3,601,000 or 9% to $53,857,000$42,695,000 in the third quarter but increased by 10% to $136,859,000first quarter. Our SUPERPRETZEL brand performed well in the nine months. The decreasequarter driving an increase in soft pretzel sales in the current quarter was primarily attributableof 17% 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 pretzels decreased by 12% in the third quarter to $11,193,000 but increased by 17% in the nine months to $40,871,000.$16,194,000. Sales of frozen juices and ices increased by 11%novelties were up 16% to $36,898,000$17,802,000 in the thirdfirst quarter and by 21% to $71,600,000 in the nine months. Salessales of biscuits decreased by 44%were up 8% to $4,562,000 in the third quarter and by 14% to $18,717,000 in the nine months.8,271,000. Handheld sales to retail supermarket customers decreased by 63% to $1,191,00054% in the third quarter, anddriven by 32% to $6,215,000 in the nine months.

proactive discontinuations of margin dilutive products. Sales of new products in retail supermarkets were minimal in the nine months were approximately $550,000 and were primarily related to frozen novelty items.quarter. Price increases had a minimal impact on sales in the third quarter and in the nine months, as sales were driven primarily byincreased consumer traffic and volume trends in retail outlets.outlets contributed to the sales growth in the quarter compared to prior year.

 

Operating income in our Retail Supermarkets segment increased $261,000 or 6% to $4,984,000 in this year’s first quarter driven by 15% to $9,080,000 insales increases and the third quarter and by 39% to $20,167,000 in the nine months. The increases in operating income was primarily attributable to the improvement in operating margins.          benefits of expense leverage compared with prior year.

 

FROZEN BEVERAGES

 

Frozen beverage and related product sales increased by 83%$22,585,000 or 54% to $74,009,000$64,063,000 in the third quarter but decreased by 9% to $158,434,000 in the nine months.

Beveragesfirst quarter. Beverage related sales increased by 157%113% to $42,279,000 in$33,763,000. Gallon sales were up 109% for the third quarter but decreased by 8%three months as we continue to $76,663,000 in the nine months, with the majority of the fluctuations attributable to gallon sales. The increase in sales in the current quarter was led bysee traffic improve and growing momentum across theater, amusement, convenience and restaurant channels. In the amusement channel, that experienced sales above pre-COVID 19 levels, and continued traffic increaseswe continue to see strong growth in indoor focused venues where the mass merchandise, QSR and theater channels.

Company is well positioned for growth. Service revenue increased by 32%16% to $22,789,000$22,011,000 in the thirdfirst quarter but decreasedled by 3% to $59,903,000an acceleration in the nine months. The increase in the quarter was largely due to customers accelerating equipmentpreventative maintenance to support the post COVID-19 recovery.

29

Machinescalls. Machine revenue (primarily sales of frozen beverage machines) increasedwas $7,847,000, an increase of 21% driven mainly by 32% to $8,404,000 in the third quarter but decreased by 25% to $20,556,000 in the nine months. Retailers are beginning to re-invest again which helped to accelerate machine revenues in the quarter.growth from large quick service restaurants and convenience customers.

 

Our Frozen Beverage segment generatedhad operating income for the quarter of $11,420,000 in the third quarter$860,000 compared withto an operating loss of $9,088,000 in$10,325,000 last year primarily as a result of higher beverage sales volume which drove leverage across the prior year third quarter. In the nine months, our Frozen Beverage segment incurred an operating loss of $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 due to the COVID-19 pandemic.business.

 

CONSOLIDATED

 

Gross profit as a percentage of sales was 29.7%24.9% in the third quarter and 17.3% in the prior year quarter.  Gross profit as a percentage of sales was 25.2% in the nine-monththree-month period this year and 24.0%20.8% last year.  The increase is largely attributable to the benefit of increased sales, favorable product mix and corresponding margin efficiencies.

 

25

Total operating expenses increased by 2.5% to $58,030,000$14,983,000 in the thirdfirst quarter but decreased by 5.8% to $161,243,000 in the nine months. Asas a percentage of net sales operating expenses decreased to 20.3% from 26.4% to 17.9% in the third quarter and increased in the nine months from 22.2% to 19.6%.

20.6% last year. Marketing expenses decreased to 6.3%6.6% of net sales in the thirdthis year’s quarter from 10.2% in prior year and to 6.9% in the nine months compared with 8.9% in prior year’s nine-month period.7.2% last year. Distribution expenses decreased to 8.4%were 10.5% of net sales in the thirdthis year’s quarter from 9.9% in the prior year but increased slightlycompared to 9.2% in the nine months compared with 9.1% in prior year’s nine-month period.9.5% of sales last year. Administrative expenses decreasedwere 3.3% of sales this quarter compared 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 impacted by $5.1 million of plant shutdown impairment costs in both the three month, and nine-month periods.last year.

 

Operating income was $38,144,000increased $14,267,000 or 2,468% to $14,845,000 in the thirdfirst 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 $470,000$271,000 this quarter, down from $1,370,000 last year due to decreases in the third quarter, a $830,000 decrease from prior year. In the nine months, ouramount of 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 held between periods.and lower interest rates.

30

 

Net earnings increased $9,313,000, or 524%, in the third quarter were $28,893,000 compared with a loss of $12,647,000 in prior year. Net earnings increased by 213% in the nine monthscurrent three-month period to $36,732,000.$11,091,000. Our effective tax rate was 24%27% in the nine months compared with 26% in the priorthis year’s nine-month period.quarter.    

 

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

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

There has been no material change in the Company’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

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 2021 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 June 26,

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 25, 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 June 26,2021,December 25, 2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II. OTHER INFORMATION

 

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.

Exhibits

 

Exhibit No.

101.1

4.7Second Amended and Restated Credit Agreement
31.1&Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
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
101.1The following financial information from J&J Snack Foods Corp.'s Quarterly Report on Form 10-Q for the quarter ended June 26,December 25, 2021, formatted in iXBRL (Inline extensibleinline XBRL (extensible Business Reporting Language):
(i) Consolidated Balance Sheets,
(ii) Consolidated Statements of Earnings,

(iii)Consolidated Statements of Comprehensive Income,

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

(i) Consolidated Balance Sheets,

(ii) Consolidated Statements of Earnings,

(iii)Consolidated Statements of Comprehensive Income,

(iv) Consolidated Statements of Cash Flows and

(v) the Notes to the Consolidated Financial Statements

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

 

3227

 

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.         

J & J SNACK FOODS CORP.

 

 

 

Dated: July 29, 2021

February 2, 2022

/s/ Dan Fachner

Dan Fachner

President and Chief Executive Officer

  (Principal Executive Officer) 

 

 

Dated: July 29, 2021

February 2, 2022

/s/ Ken A. Plunk

Ken A. Plunk, Senior Vice

President and Chief Financial Officer

  (Principal Financial Officer) 
  (Principal Accounting Officer)

 

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