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 March 25, 2000 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 April 21, 2000, there were 8,810,183 shares of the Registrant's Common Stock outstanding. INDEX Page Number Part I. Financial Information Item 1. Consolidated Financial Statements Consolidated Balance Sheets - March 25, 2000 and September 25, 1999 3 Consolidated Statements of Earnings - Three Months and Six Months Ended March 25, 2000 and March 27, 1999 5 Consolidated Statements of Cash Flows - Six Months Ended March 25, 2000 and March 27, 1999 6 Notes to the Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 12 Item 3. Quantitative and Qualitative Disclosures About Market Risk 15 Part II. Other Information Item 4. Submission of Matters to a Vote of Security Holders 16 Item 6. Exhibits and Reports on Form 8-K 16 PART I. FINANCIAL INFORMATION Item 1. Consolidated Financial Statements J & J SNACK FOODS CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (dollars in thousands) ASSETS March 25, September 25, 2000 1999 (Unaudited) Current assets Cash and cash equivalents $ 2,477 $ 5,945 Short term investment securities held to maturity - 924 Accounts receivable 31,119 31,881 Inventories 19,718 16,187 Prepaid expenses and deposits 2,273 1,130 55,587 56,067 Property, plant and equipment, at cost Land 795 745 Buildings 5,586 5,386 Plant machinery and equipment 70,773 66,305 Marketing equipment 145,621 138,335 Transportation equipment 2,052 2,049 Office equipment 6,687 6,308 Improvements 12,163 11,769 Construction in progress 2,352 1,356 246,029 232,253 Less accumulated deprecia- tion and amortization 140,921 130,292 105,108 101,961 Other assets Goodwill, trademarks and rights,less accumulated amortization 50,133 50,821 Long term investment securities held to maturity 1,740 1,925 Sundry 2,455 2,906 54,328 55,652 $215,023 $213,680 See accompanying notes to the consolidated financial statements. 3 J & J SNACK FOODS CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS - Continued (dollars in thousands,except share information) LIABILITIES AND March 25, September 25, STOCKHOLDERS' EQUITY 2000 1999 Current liabilities Current maturities of long-term debt $ 8,151 $ 8,214 Accounts payable 24,062 23,272 Accrued liabilities 6,624 8,418 38,837 39,904 Long-term debt, less current maturities 35,667 34,660 Deferred income taxes 7,702 7,702 Other long-term liabilities 176 245 Stockholders' equity Capital stock Preferred, $1 par value; authorized, 5,000,000 shares; none issued - - Common, no par value; authorized 25,000,000 shares; issued and outstanding, 8,980,000 and 9,000,000, respectively 36,292 36,251 Accumulated other comprehen- sive income (1,576) (1,601) Retained earnings 97,925 96,519 132,641 131,169 $215,023 $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) Three months ended Six months ended March 25, March 27, March 25, March 27, 2000 1999 2000 1999 Net Sales $68,241 $62,908 $134,191 $123,457 Cost of goods sold 32,592 29,323 65,973 58,890 Gross profit 35,649 33,585 68,218 64,567 Operating expenses Marketing 22,985 20,735 43,383 40,342 Distribution 7,564 7,018 14,665 13,694 Administrative 2,776 2,614 5,567 5,154 Amortization of intangibles and deferred costs 739 762 1,484 1,501 34,064 31,129 65,099 60,691 Operating income 1,585 2,456 3,119 3,876 Other income (deductions) Investment income 104 120 240 246 Interest expense (652) (773) (1,338) (1,652) Sundry 138 68 211 323 Earnings before income taxes 1,175 1,871 2,232 2,793 Income taxes 435 692 826 1,033 NET EARNINGS $ 740 $ 1,179 $ 1,406 $ 1,760 Earnings per diluted share $ .08 $ .12 $ .15 $ .18 Weighted average number of diluted shares 9,329 9,638 9,355 9,579 Earnings per basic share $ .08 $ .13 $ .16 $ .19 Weighted average number of basic shares 9,014 9,095 9,009 9,066 See accompanying notes to the consolidated financial statements. 5 J & J SNACK FOODS CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands) Six months ended March 25, March 27, 2000 1999 Operating activities: Net earnings $ 1,406 $ 1,760 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization of fixed assets 12,932 11,811 Amortization of intangibles 1,733 1,734 Other adjustments (74) (15) Changes in assets and liabilities, net of effects from purchase of companies Decrease in accounts receivable 762 5,744 Increase in inventories (3,345) (1,246) Increase in prepaid expenses (1,143) (841) Decrease in accounts payable and accrued liabilities (438) (4,447) Net cash provided by operating activities 11,833 14,500 Investing activities: Purchases of property, plant and equipment (15,646) (12,629) Payments for purchases of companies, net of cash acquired and debt assumed (1,280) (2,336) Proceeds from investments held to maturity 1,109 245 Other 165 (17) Net cash used in investing activities (15,652) (14,737) Financing activities: Proceeds from borrowings 10,000 2,000 Proceeds from issuance of common stock 427 1,507 Payments to repurchase common stock (1,020) - Payments of long-term debt (9,056) (4,585) Net cash provided by financing activities 351 (1,078) Net (decrease) increase in cash and cash equivalents (3,468) (1,315) Cash and cash equivalents at beginning of period 5,945 3,204 Cash and cash equivalents at end of period $ 2,477 $ 1,889 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 and six months ended March 25, 2000 and March 27, 1999 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 March 25, 2000 Income Shares Per Share (Numerator)(Denominator) Amount (in thousands, except per share amounts) Basic EPS Net Income available to common stockholders $ 740 9,014 $.08 Effect of Dilutive Securities Options - 315 - Diluted EPS Net Income available to common stockholders plus assumed conversions $ 740 9,329 $.08 7 Six Months Ended March 25, 2000 Income Shares Per Share (Numerator)(Denominator) Amount (in thousands, except per share amounts) Basic EPS Net Income available to common stockholders $1,406 9,009 $.16 Effect of Dilutive Securities Options - 346 (.01) Diluted EPS Net Income available to common stockholders plus assumed conversions $1,406 9,355 $.15 Three Months Ended March 27, 1999 Income Shares Per Share (Numerator)(Denominator) Amount (in thousands, except per share amounts) Basic EPS Net Income available to common stockholders $1,179 9,095 $.13 Effect of Dilutive Securities Options - 543 (.01) Diluted EPS Net Income available to common stockholders plus assumed conversions $1,179 9,638 $.12 Six Months Ended March 27, 1999 Income Shares Per Share (Numerator)(Denominator) Amount (in thousands, except per share amounts) Basic EPS Net Income available to common stockholders $1,760 9,066 $.19 Effect of Dilutive Securities Options - 513 (.01) Diluted EPS Net Income available to common stockholders plus assumed conversions $1,760 9,579 $.18 8 Note 3 Inventories consist of the following: March 25, September 25, 2000 1999 (in thousands) Finished goods $ 9,185 $ 8,118 Raw materials 2,359 1,579 Packaging materials 2,441 1,770 Equipment parts & other 5,733 4,720 $19,718 $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 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: 9 Three Months Ended Six Months Ended March 25, March 27, March 25, March 27, 2000 1999 2000 1999 (in thousands) Sales: Snack Foods $ 48,166 $ 46,873 $ 93,804 $ 90,547 Frozen Beverages 20,075 16,035 40,387 32,910 $ 68,241 $ 62,908 $134,191 $123,457 Depreciation and Amortization: Snack Foods $ 3,460 $ 3,196 $ 6,844 $ 6,351 Frozen Beverages 3,940 3,620 7,821 7,194 $ 7,400 $ 6,816 $ 14,665 $ 13,545 Income Before Taxes: Snack Foods $ 3,556 $ 4,816 $ 6,917 $ 7,615 Frozen Beverages (2,381) (2,945) (4,685) (4,822) $ 1,175 $ 1,871 $ 2,232 $ 2,793 Capital Expenditures: Snack Foods $ 5,309 $ 3,687 $ 7,749 $ 6,625 Frozen Beverages 3,160 2,433 7,897 6,004 $ 8,469 $ 6,120 $ 15,646 $ 12,629 Assets: Snack Foods $114,645 $114,829 $114,645 $114,829 Frozen Beverages 100,378 94,784 100,378 94,784 $215,023 $209,613 $215,023 $209,613 Sales to a single Snack Foods' customer were approximately 10% of the Company's sales for the six months ending March 27, 1999 and less than 10% for all other periods reported. 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 10 depend on the nature and purpose of the derivatives instruments in use by the Company at that time. 11 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 three months ended March 25, 2000 and March 27, 1999, fluctuations in the valuation of the Mexican peso caused an increase of $35,000 and a increase of $34,000, respectively, in stockholders' equity because of the revaluation of the net assets of the Company's Mexican frozen carbonated beverage subsidiary. In the six month periods, the increase was $10,000 in fiscal year 2000 and the increase was $61,000 in fiscal year 1999. In the six months ended March 25, 2000, the Company purchased and retired 51,200 shares of its common stock at a cost of $1,020,000. Available to the Company are unsecured general purpose bank lines of credit totaling $30,000,000. Borrowings under the lines at March 25, 2000 were $16,000,000. Although the bank lines of credit expire in December, 2000, the Company has classified the borrowings as long term on its balance sheet as the Company has the intent and ability to refinance the lines so that the Company will not be required to pay off any unpaid balances at December 31, 2000. Results of Operations Net sales increased $5,333,000 or 8% to $68,241,000 for the three months and $10,734,000 or 9% to $134,191,000 for the six months ended March 25, 2000 compared to the six months ended March 27, 1999. SNACK FOODS Sales to food service customers decreased $1,260,000 12 or 4% in the second quarter to $26,883,000 and increased $189,000 or less than 1% for the six months. Excluding sales resulting from acquisitions, sales would have decreased 7% for the second quarter and 4% for the six months. Soft pretzel sales to the food service market decreased 12% to $14,402,000 in the second quarter and 6% to $29,838,000 in the six months. Lower sales to two customers accounted for most of the pretzel sales' decrease. Frozen juice bars and ices sales increased 10% to $6,338,000 in the three months and 7% to $10,645,000 in the six months due primarily to increased unit sales to one customer. Churro sales to food service customers decreased 21% to $2,499,000 in the second quarter and 17% to $4,953,000 in the six months due primarily to decreased unit sales to two customers. Cookie sales increased 32% to $2,636,000 in the second quarter and 64% to $5,454,000 in the six months due primarily to the acquisition of the Camden Creek Bakery cookie business. Sales of products to retail supermarkets increased $1,680,000 or 16% to $12,257,000 in the second quarter and 8% to $19,935,000 in the first half. Soft pretzel sales for the second quarter were up 2% to $7,633,000 and were essentially unchanged at $13,246,000 for the six months. Sales of our flagship SUPERPRETZEL brand soft pretzels, excluding SOFTSTIX, decreased 2% in the second quarter and 4% for the six months. An advertising program which began in last year's first quarter helped boost year ago pretzel sales. Sales of frozen juice bars and ices increased $1,489,000 or 58% to $4,060,000 in the second quarter and $1,577,000 or 38% to $5,780,000 in the first half due to sales of new products. Bakery sales increased $728,000 or 14% to $5,947,000 in the second quarter and $1,596,000 or 13% to $14,058,000 in the first six months due to increased unit sales across our customer base. Sales of our Bavarian Pretzel Bakery increased 5% to $3,079,000 in the second quarter and were essentially unchanged at $6,813,000 for the six month period. FROZEN BEVERAGES Frozen beverage and related product sales increased $4,040,000 or 25% to $20,075,000 in the second quarter and 13 $7,477,000 or 23% to $40,387,000 in the six months. Beverage sales alone increased 14% in the second quarter and the first half to $16,046,000 and $33,028,000, respectively, and gross profit on beverage sales increased 7% in the quarter and 6% in the six months. Service and lease revenue increased $2,306,000 in the second quarter and $3,798,000 in the six months due primarily to services provided to one customer. Gross profit as a percentage of sales decreased to 52% and 51% in the current year's three and six month periods from 53% and 52% in the corresponding periods last year. 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 and lower foodservice pretzel and churro sales. Total operating expenses increased $2,935,000 in the second quarter and as a percentage of sales increased less than / of one percent to 50% from 49% in last year's same quarter. For the first half, operating expenses increased $4,408,000 and as a percentage of sales were 49% in both years. Marketing expenses increased to 34% of sales in this year's three month period from 33% of sales last year. For the six month period, marketing expenses decreased less than / of one percent of sales to 32% from 33% in 1999. Distribution expenses and administrative expenses as a percent of sales remained at 11% and 4%, respectively, for all periods reported. The increase in marketing expenses as a percent of sales in this year's second quarter is primarily attributable to lower foodservice sales during the period. Operating income decreased $871,000 or 35% to $1,585,000 in the second quarter and $757,000 or 20% to $3,119,000 in the first half. For the three and six months, interest expense decreased $121,000 and $314,000, respectively, due to lower debt levels. The effective income tax rate has been estimated at 37% in all periods. Net earnings decreased $439,000 or 37% in the current 14 three month period to $740,000 and $354,000 or 20% in the current six month period to $1,406,000. 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 1999 annual report on Form 10-K filed with the SEC. 15 Part II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of xSecurity Holders The results of voting at the Annual Meeting of Shareholders held on February 3, 2000 is as follows: Absentees Votes Cast and Broker For Against Withheld Non Votes Election of Gerald B. Shreiber as Director 7,246,425 - 870,056 - Increase in the number of shares of Common Stock for issuance under the Company's Stock Option Plan for officers and key employees excluding the Chief Executive Officer 4,883,912 3,215,991 - 46,578 Increase in the number of shares of Common Stock for issuance under the Company's Non- statutory Stock Option Plan for Non-Employee Directors and Chief Executive Officer 7,558,593 541,090 - 46,798 The Company had 9,007,435 shares outstanding on December 6, 1999, the record date. 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 March 25, 2000. 16 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: May 2, 2000 /s/Gerald B. Shreiber Gerald B. Shreiber President Dated: May 2, 2000 /s/Dennis G. Moore Dennis G. Moore Senior Vice President and Chief Financial Officer 17