UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the period ended December 25, 1999 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) (State or other jurisdication of (I.R.S. Employer incorporation or organization) Identification No.) 6000 Central Highway, Pennsauken, NJ 08109 (Address of principal executive offices) Telephone (856) 665-9533 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. X Yes No As of January 14, 2000, there were 9,017,183 shares of the Registrant's Common Stock outstanding. INDEX Page Number Part I. Financial Information Item 1. Consolidated Financial Statements Consolidated Balance Sheets - December 25, 1999 and September 25, 1999 3 Consolidated Statements of Earnings - Three Months Ended December 25, 1999 and December 26, 1998 5 Consolidated Statements of Cash Flows - Three Months Ended December 25, 1999 and December 26, 1998 6 Notes to the Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11 Item 3. Quantitative and Qualitative Disclosures About Market Risk 13 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K 14 PART I. FINANCIAL INFORMATION Item 1. Consolidated Financial Statements J & J SNACK FOODS CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (dollars in thousands) ASSETS December 25, September 25, 1999 1999 (Unaudited) Current assets Cash and cash equivalents $ 1,685 $ 5,945 Short term investment securities held to maturity 925 924 Accounts receivable 28,343 31,881 Inventories 17,582 16,187 Prepaid expenses and deposits 1,861 1,130 50,396 56,067 Property, plant and equipment, at cost Land 795 745 Buildings 5,586 5,386 Plant machinery and equipment 66,893 66,305 Marketing equipment 142,348 138,335 Transportation equipment 2,072 2,049 Office equipment 6,539 6,308 Improvements 11,975 11,769 Construction in progress 2,431 1,356 238,639 232,253 Less accumulated deprecia- tion and amortization 135,470 130,292 103,169 101,961 Other assets Goodwill, trademarks and rights,less accumulated amortization 50,864 50,821 Long term investment securities held to maturity 1,740 1,925 Sundry 2,547 2,906 55,151 55,652 $208,716 $213,680 See accompanying notes to the consolidated financial statements. 3 J & J SNACK FOODS CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS - Continued LIABILITIES AND December 25, September 25, STOCKHOLDERS' EQUITY 1999 1999 (dollars in thousands, except share information) Current liabilities Current maturities of long-term debt $ 8,159 $ 8,214 Accounts payable 22,536 23,272 Accrued liabilities 6,885 8,418 37,580 39,904 Long-term debt, less current maturities 30,687 34,660 Deferred income taxes 7,702 7,702 Other long-term liabilities 204 245 Stockholders' equity Capital stock Preferred, $1 par value; authorized, 5,000,000 shares; none issued - - Common, no par value; authorized 25,000 shares; issued and outstanding, 9,008 and 9,000,respectively 36,969 36,251 Accumulated other comprehen- sive income (1,611) (1,601) Retained earnings 97,185 96,519 132,543 131,169 $208,716 $213,680 See accompanying notes to the consolidated financial statements. 4 J & J SNACK FOODS CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited) (in thousands, except per share amounts) December 25, December 26, 1999 1998 Net Sales $65,950 $60,549 Cost of goods sold 33,381 29,567 Gross profit 32,569 30,982 Operating expenses Marketing 20,398 19,607 Distribution 7,101 6,676 Administrative 2,791 2,540 Amortization of intangibles and deferred costs 745 739 31,035 29,562 Operating income 1,534 1,420 Other income (deductions) Investment income 136 126 Interest expense (686) (879) Sundry 73 255 Earnings before income taxes 1,057 922 Income taxes 391 341 NET EARNINGS $ 666 $ 581 Earnings per diluted share $ .07 $ .06 Weighted average number of diluted shares 9,381 9,541 Earnings per basic share $ .07 $ .06 Weighted average number of basic shares 9,004 9,036 See accompanying notes to the consolidated financial statements 5 J & J SNACK FOODS CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands) December 25, December 26, 1999 1998 Operating activities: Net earnings $ 666 $ 581 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization of fixed assets 6,354 5,878 Amortization of intangibles 911 851 Other adjustments (48) (24) Changes in assets and liabilities, net of effects from purchase of companies Decrease in accounts receivable 3,542 8,039 Increase in inventories (1,132) (1,159) Increase in prepaid expenses (731) (556) Decrease in accounts payable and accrued liabilities (1,676) (4,409) Net cash provided by operating activities 7,886 9,201 Investing activities: Purchase of property, plant and equipment (7,177) (6,509) Payments for purchases of companies, net of cash acquired and debt assumed (1,280) - Proceeds from investments held to maturity 185 115 Other 68 21 Net cash used in investing activities (8,204) (6,373) Financing activities: Proceeds from issuance of stock 102 363 Proceeds from borrowings 3,000 - Payments to repurchase common stock (19) - Payments of long-term debt (7,025) (5,050) Net cash used in financing activities (3,942) (4,687) Net decrease in cash and cash equivalents (4,260) (1,859) Cash and cash equivalents at beginning of period 5,945 3,204 Cash and cash equivalents at end of period $ 1,685 $1,345 See accompanying notes to the consolidated financial statements 6 J & J SNACK FOODS CORP. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 1 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, 1999 and December 26, 1998 are not necessarily indicative of results for the full year. Sales of the Company's retail stores are generally higher in the first quarter due to the holiday shopping season. Sales of the Company's frozen beverages and Italian ice are generally higher in the third and fourth quarters due to warmer weather. While the Company believes 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 year ended September 25, 1999. Note 2 The Company's calculation of earnings per share in accordance with SFAS No. 128, "Earnings Per Share," is as follows: Three Months Ended December 25, 1999 Income Shares Per Share (Numerator) (Denominator) Amount (in thousands, except per share amounts) Basic EPS Net Income available to common stockholders $ 666 9,004 $.07 Effect of Dilutive Securities Options - 377 - Diluted EPS Net Income available to common stockholders plus assumed conversions $ 666 9,381 $.07 7 Three Months Ended December 26, 1998 Income Shares Per Share (Numerator) (Denominator) Amount (in thousands, except per share amounts) Basic EPS Net Income available to common stockholders $ 581 9,036 $.06 Effect of Dilutive Securities Options - 505 - Diluted EPS Net Income available to common stockholders plus assumed conversions $ 581 9,541 $.06 Note 3 Inventories consist of the following: December 25, September 25, 1999 1999 (in thousands) Finished goods $ 8,349 $ 8,118 Raw materials 1,819 1,579 Packaging materials 2,233 1,770 Equipment parts & other 5,181 4,720 $17,582 $16,187 Note 4 In fiscal year 1999, the Company adopted SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information". SFAS No. 131 superceded SFAS 14, "Financial Reporting for Segments of a Business Enterprise", replacing the "industry segment" approach with the "management approach". The management approach designates the internal organization that is used by management for making operating decisions and assessing performance as the source of the Company's reportable segments, as well as disclosures about products and services and major customers. The adoption of SFAS No. 131 did not affect the results of operations or the financial position of the Company. Using the guidelines set forth in SFAS No. 131, the Company has two reportable segments: Snack Foods and 8 Frozen Beverages. Snack Foods manufactures and distributes snack foods and bakery items. Frozen Beverages markets and distributes frozen beverage products. The segments are managed as strategic business units due to their distinct production processes and capital requirements. The Company evaluates each segment's performance based on income or loss before taxes, excluding corporate and other unallocated expenses and non- recurring charges. Information regarding the operations in these reportable segments is as follows: Three Months Ended December 25, December 26, 1999 1998 (in thousands) Sales: Snack Foods $ 45,638 $ 43,674 Frozen Beverages 20,312 16,875 $ 65,950 $ 60,549 Depreciation and Amortization: Snack Foods $ 3,384 $ 3,155 Frozen Beverages 3,881 3,574 $ 7,265 $ 6,729 Income Before Taxes: Snack Foods $ 3,360 $ 2,799 Frozen Beverages (2,303) (1,877) $ 1,057 $ 922 Capital Expenditures: Snack Foods $ 2,440 $ 2,938 Frozen Beverages 4,737 3,571 $ 7,177 $ 6,509 Assets: Snack Foods $106,603 $105,360 Frozen Beverages 102,113 99,426 $208,716 $204,786 Sales to a single Snack Foods' customer were approximately 11% and 12% of the Company's sales for the periods ending December 25, 1999 and December 26, 1998, respectively. 9 Note 5 In June 1998, SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities" was issued. Subsequent to this statement, SFAS No. 137 was issued, which amended the effective date of SFAS No. 133 to be all fiscal quarters of all fiscal years beginning after June 15, 2000. Based on the Company's minimal use of derivatives at the current time, management does not anticipate the adoption of SFAS No. 133 will have a significant impact on earnings or financial position of the Company. However, the impact from adopting SFAS No. 133 will depend on the nature and purpose of the derivatives instruments in use by the Company at that time. 10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources The Company's current cash and marketable securities balances and cash expected to be provided by future operations are its primary sources of liquidity. The Company believes that these sources, along with its borrowing capacity, are sufficient to fund future growth and expansion. In the quarters ended December 25, 1999 and December 26, 1998 fluctuations in the valuation of the Mexican peso caused a decrease of $10,000 and an increase of $27,000 in stockholders' equity because of the revaluation of the net assets of the Company's Mexican frozen beverage subsidiary. Available to the Company are unsecured general purpose bank lines of credit totalling $30,000,000. Borrowings under the lines at December 25, 1999 were $9,000,000. Results of Operations Net sales increased $5,401,000 or 9% for the three months ended December 25, 1999 compared to the three months ended December 26, 1998. SNACK FOODS Sales to food service customers increased $1,449,000 or 6% in the first quarter to $26,240,000. Approximately 80% of this increase resulted from the acquisition of the Camden Creek Bakery cookie business in February 1999. Soft pretzel sales of $15,436,000 to the food service market were essentially unchanged from last year. Italian ice and frozen juice treat and dessert sales increased 3% to $4,432,000 in the three months. Churro sales to food service customers decreased 12% to $2,454,000 in the quarter due primarily to decreased unit sales to one customer. Cookie sales increased 113% to $2,818,000 from $1,325,000 last year primarily due to the acquisition of the Camden Creek cookie business. Sales of products to retail supermarkets decreased $188,000 or 2% in the first quarter. Soft pretzel sales for the first quarter were down 3% to $5,488,000. Sales of the flagship SUPERPRETZEL brand soft pretzels, excluding SOFTSTIX, decreased 8% in the first quarter. An 11 advertising campaign which began in last year's first quarter helped boost year ago pretzel sales. Sales of Italian Ice decreased $36,000 or 2% to $1,596,000 in the first quarter. Bakery sales increased $868,000 or 12% to $8,111,000 in the first quarter due to increased sales across our customer base. Sales of our Bavarian Pretzel Bakery decreased $165,000 or 4% to $3,734,000 in the quarter from last year. FROZEN BEVERAGES Frozen beverage and related product sales increased $3,437,000 or 20% to $20,312,000 in the first quarter. Beverage sales alone increased 13% to $16,982,000 and gross profit on beverage sales increased 6%. Service and lease revenue increased $1,492,000 from the first quarter of fiscal year 1999 due primarily to service provided to one customer. Gross profit as a percentage of sales decreased to 49% in the current first quarter from 51% in the year ago period. This gross profit percentage decrease is primarily attributable to lower gross profit percentages of the increased service and lease revenue of our frozen beverage business. Total operating expenses increased $1,473,000 in the first quarter but as a percentage of sales decreased to 47% from 49% in last year's same quarter. Marketing expenses decreased to 31% of sales from 32% in last year's first quarter. Distribution expenses and administrative expenses as a percent of sales remained at 11% and 4%, respectively, compared to last year. The decrease in marketing expenses as a percent of sales is due to lower advertising and allowance costs in our retail supermarket business. Operating income increased 8%, or $114,000 to $1,534,000 in the first quarter from $1,420,000 in last year's quarter. Interest expense decreased $193,000 from last year's quarter to $686,000 this year due to lower debt levels. 12 Sundry income decreased to $73,000 this year from $255,000 last year. Last year's sundry income included $250,000 from the favorable settlement of litigation. The effective income tax rate has been estimated at 37% this year compared to 37% in last year's quarter. Net earnings increased $85,000 or 15% in the current three month period to $666,000. 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 1998 annual report on Form 10-K filed with the SEC. 13 Part II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K a) Exhibits - None b) Reports on Form 8-K - There were no reports on Form 8-K for the three months ended December 25, 1999. 14 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. J & J SNACK FOODS CORP. Dated: February 2, 2000 /s/ Gerald B. Shreiber Gerald B. Shreiber President Dated: February 2, 2000 /s/ Dennis G. Moore Dennis G. Moore Senior Vice President and Chief Financial Officer 15