J&J SNACK FOODS CORP - Quarter Report: 2009 December (Form 10-Q)
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 26, 2009
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
Jersey
|
22-1935537
|
(State
or other jurisdiction 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
|
Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
¨ Yes
|
¨ No
|
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer,” “non-accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
Large
Accelerated filer ¨
|
Accelerated
filer x
|
Non-accelerated
filer ¨
|
Smaller
reporting company ¨
|
(Do
not check if a smaller reporting company)
|
Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).
¨ Yes
|
x No
|
As of January 18, 2010, there were
18,391,746 shares of the Registrant’s Common Stock
outstanding.
INDEX
Page
|
||
Number
|
||
Part
I. Financial Information
|
||
Item
l. Consolidated Financial Statements
|
||
Consolidated
Balance Sheets – December 26, 2009 (unaudited) and September 26,
2009
|
3
|
|
Consolidated
Statements of Earnings (unaudited)- Three Months Ended December 26, 2009
and December 27, 2008
|
5
|
|
Consolidated
Statements of Cash Flows(unaudited)– Three Months Ended December 26, 2009
and December 27, 2008
|
6
|
|
Notes
to the Consolidated Financial Statements (unaudited)
|
7
|
|
Item
2. Management’s Discussion and Analysis of Financial Condition and Results
of Operations
|
22
|
|
Item
3. Quantitative and Qualitative Disclosures About Market
Risk
|
25
|
|
Item
4. Controls and Procedures
|
25
|
|
Part
II. Other Information
|
||
Item
6. Exhibits and Reports on Form 8-K
|
26
|
PART I.
FINANCIAL INFORMATION
Item
1. Consolidated
Financial Statements
J & J
SNACK FOODS CORP. AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
(in
thousands)
ASSETS
December 26,
|
September 26,
|
|||||||
2009
|
2009
|
|||||||
(Unaudited)
|
||||||||
Current
assets
|
||||||||
Cash
and cash equivalents
|
$ | 60,935 | $ | 60,343 | ||||
Marketable
securities held to maturity
|
27,664 | 38,653 | ||||||
Accounts
receivable, net
|
48,053 | 60,542 | ||||||
Inventories,
net
|
53,053 | 46,004 | ||||||
Prepaid
expenses and other
|
2,309 | 1,910 | ||||||
Deferred
income taxes
|
3,761 | 3,659 | ||||||
195,775 | 211,111 | |||||||
Property,
plant and equipment, at cost
|
||||||||
Land
|
1,416 | 1,416 | ||||||
Buildings
|
8,672 | 8,672 | ||||||
Plant
machinery and equipment
|
137,603 | 133,758 | ||||||
Marketing
equipment
|
206,636 | 202,708 | ||||||
Transportation
equipment
|
2,819 | 2,733 | ||||||
Office
equipment
|
11,744 | 11,461 | ||||||
Improvements
|
19,306 | 18,454 | ||||||
Construction
in progress
|
1,631 | 3,954 | ||||||
389,827 | 383,156 | |||||||
Less
accumulated depreciation and amortization
|
291,129 | 285,983 | ||||||
98,698 | 97,173 | |||||||
Other
assets
|
||||||||
Goodwill
|
60,314 | 60,314 | ||||||
Other
intangible assets, net
|
48,001 | 49,125 | ||||||
Marketable
securities held to maturity
|
31,039 | 19,994 | ||||||
Other
|
1,967 | 2,110 | ||||||
141,321 | 131,543 | |||||||
$ | 435,794 | $ | 439,827 |
See
accompanying notes to the consolidated financial statements.
3
J & J
SNACK FOODS CORP. AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS – Continued
(in
thousands)
LIABILITIES AND
|
December 26,
|
September 26,
|
||||||
STOCKHOLDERS’ EQUITY
|
2009
|
2009
|
||||||
(unaudited)
|
||||||||
Current
liabilities
|
||||||||
Current
obligations under capital leases
|
$ | 96 | 96 | |||||
Accounts
payable
|
44,353 | 48,204 | ||||||
Accrued
liabilities
|
10,094 | 5,919 | ||||||
Accrued
compensation expense
|
7,341 | 11,656 | ||||||
Dividends
payable
|
1,978 | 1,804 | ||||||
63,862 | 67,679 | |||||||
Long-term
obligations under capital leases
|
261 | 285 | ||||||
Deferred
income taxes
|
27,033 | 27,033 | ||||||
Other
long-term liabilities
|
1,891 | 1,986 | ||||||
29,185 | 29,304 | |||||||
Stockholders’
equity
|
||||||||
Capital
stock
|
||||||||
Preferred,
$1 par value; authorized, 10,000 shares; none issued
|
- | - | ||||||
Common,
no par value; authorized 50,000 shares; issued and outstanding, 18,374 and
18,526 shares, respectively
|
36,301 | 41,777 | ||||||
Accumulated
other comprehensive loss
|
(3,165 | ) | (3,431 | ) | ||||
Retained
earnings
|
309,611 | 304,498 | ||||||
342,747 | 342,844 | |||||||
$ | 435,794 | $ | 439,827 |
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
|
||||||||
December 26,
|
December 27,
|
|||||||
2009
|
2008
|
|||||||
Net
Sales
|
$ | 149,102 | $ | 141,142 | ||||
Cost
of goods sold(1)
|
103,083 | 100,460 | ||||||
Gross
profit
|
46,019 | 40,682 | ||||||
Operating
expenses
|
||||||||
Marketing(2)
|
16,459 | 16,440 | ||||||
Distribution(3)
|
12,424 | 11,774 | ||||||
Administrative(4)
|
5,654 | 5,613 | ||||||
Other
general (income) expense
|
(9 | ) | 24 | |||||
34,528 | 33,851 | |||||||
Operating
income
|
11,491 | 6,831 | ||||||
Other
income (expenses)
|
||||||||
Investment
income
|
312 | 461 | ||||||
Interest
expense and other
|
(29 | ) | (29 | ) | ||||
Earnings
before income taxes
|
11,774 | 7,263 | ||||||
Income
taxes
|
4,683 | 2,944 | ||||||
NET
EARNINGS
|
$ | 7,091 | $ | 4,319 | ||||
Earnings
per diluted share
|
$ | .38 | $ | .23 | ||||
Weighted
average number of diluted shares
|
18,717 | 18,774 | ||||||
Earnings
per basic share
|
$ | .38 | $ | .23 | ||||
Weighted
average number of basic shares
|
18,544 | 18,616 |
(1)
|
Includes
share-based compensation expense of $58 and $79 for the three months ended
December 26, 2009 and December 27, 2008,
respectively.
|
(2)
|
Includes
share-based compensation expense of $144 and $261 for the three months
ended December 26, 2009 and December 27, 2008,
respectively.
|
(3)
|
Includes
share-based compensation expense of $7 and $8 for the three months ended
December 26, 2009 and December 27, 2008,
respectively.
|
(4)
|
Includes
share-based compensation expense of $174 and $255 for the three months
ended December 26, 2009 and December 27, 2008,
respectively.
|
See
accompanying notes to the consolidated financial
statements.
5
J & J
SNACK FOODS CORP. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Three Months Ended
|
||||||||
December 26,
|
December 27,
|
|||||||
2009
|
2008
|
|||||||
Operating
activities:
|
||||||||
Net
earnings
|
$ | 7,091 | $ | 4,319 | ||||
Adjustments
to reconcile net earnings to net cash provided by operating
activities:
|
||||||||
Depreciation
and amortization of fixed assets
|
5,879 | 5,495 | ||||||
Amortization
of intangibles and deferred costs
|
1,271 | 1,276 | ||||||
Share-based
compensation
|
383 | 603 | ||||||
Deferred
income taxes
|
(100 | ) | (8 | ) | ||||
Other
|
23 | (11 | ) | |||||
Changes
in assets and liabilities, net of effects from purchase of
companies
|
||||||||
Decrease
in accounts receivable
|
12,531 | 11,968 | ||||||
Increase
in inventories
|
(7,028 | ) | (1,387 | ) | ||||
Increase
in prepaid expenses
|
(396 | ) | (381 | ) | ||||
Decrease
in accounts payable and accrued liabilities
|
(4,139 | ) | (8,921 | ) | ||||
Net
cash provided by operating activities
|
15,515 | 12,953 | ||||||
Investing
activities:
|
||||||||
Purchase
of property, plant and equipment
|
(7,450 | ) | (4,496 | ) | ||||
Purchase
of marketable securities
|
(22,496 | ) | (16,135 | ) | ||||
Proceeds
from redemption and sales of marketable securities
|
22,440 | 190 | ||||||
Proceeds
from redemption and sales of auction market preferred
stock
|
- | 15,300 | ||||||
Proceeds
from disposal of property and equipment
|
89 | 71 | ||||||
Other
|
(3 | ) | 2 | |||||
Net
cash used in investing activities
|
(7,420 | ) | (5,068 | ) | ||||
Financing
activities:
|
||||||||
Payments
to repurchase common stock
|
(5,894 | ) | (12,510 | ) | ||||
Proceeds
from issuance of common stock
|
36 | 126 | ||||||
Payments
on capitalized lease obligations
|
(24 | ) | (23 | ) | ||||
Payments
of cash dividend
|
(1,804 | ) | (1,732 | ) | ||||
Net
cash used in financing activities
|
(7,686 | ) | (14,139 | ) | ||||
Effect
of exchange rate on cash and cash equivalents
|
183 | (983 | ) | |||||
Net
increase (decrease) in cash and cash equivalents
|
592 | (7,237 | ) | |||||
Cash
and cash equivalents at beginning of period
|
60,343 | 44,265 | ||||||
Cash
and cash equivalents at end of period
|
$ | 60,935 | $ | 37,028 |
See
accompanying notes to the consolidated financial
statements.
6
J & J
SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
(unaudited)
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. Certain prior
year amounts have been reclassified to conform to the current period
presentation. These reclassifications had no effect on reported
net earnings.
|
|
The
results of operations for the three months ended December 26, 2009 and
December 27, 2008 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.
|
|
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 our Annual Report on Form
10-K for the fiscal year ended September 26,
2009.
|
Note
2
|
We
recognize revenue from our products when the products are shipped to our
customers and when equipment service is performed for our customers who
are charged on a time and material basis. We also sell
equipment service contracts with terms of coverage ranging between 12 and
60 months. We record deferred income on equipment service
contracts which is amortized by the straight-line method over the term of
the contracts. Revenue is recognized only where persuasive
evidence of an arrangement exists, our price is fixed or determinable and
collectability is reasonably assured. We record offsets to
revenue for allowances, end-user pricing adjustments, trade spending,
coupon redemption costs and returned product. Customers
generally do not have the right to return product unless it is damaged or
defective. We provide an allowance for doubtful receivables
after taking into consideration historical experience and other
factors. The allowance for doubtful receivables was $679,000
and $623,000 at December 27, 2009 and September 26, 2009,
respectively.
|
7
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 3 to 20 years.
|
Note
4
|
Basic
earnings per common share (EPS) excludes dilution and is computed by
dividing income available to common shareholders by the weighted average
common shares outstanding during the period. Diluted EPS takes
into consideration the potential dilution that could occur if securities
(stock options) or other contracts to issue common stock were exercised
and converted into common stock. Our calculation of EPS is as
follows:
|
Three Months Ended December 26, 2009
|
||||||||||||
Income
|
Shares
|
Per Share
|
||||||||||
(Numerator)
|
(Denominator)
|
Amount
|
||||||||||
(in thousands, except per share amounts)
|
||||||||||||
Basic
EPS
|
||||||||||||
Net
Earnings available to common stockholders
|
$ | 7,091 | 18,544 | $ | .38 | |||||||
Effect
of Dilutive Securities
|
||||||||||||
Options
|
- | 173 | - | |||||||||
Diluted
EPS
|
||||||||||||
Net
Earnings available to common stockholders plus assumed
conversions
|
$ | 7,091 | 18,717 | $ | .38 |
93,200
anti-dilutive shares have been excluded from the computation of diluted EPS
because the options’ exercise price is greater than the average market price of
the common stock.
8
Three Months Ended December 27, 2008
|
||||||||||||
Income
|
Shares
|
Per Share
|
||||||||||
(Numerator)
|
(Denominator)
|
Amount
|
||||||||||
(in thousands, except per share amounts)
|
||||||||||||
Basic
EPS
|
||||||||||||
Net
Earnings available to common stockholders
|
$ | 4,319 | 18,616 | $ | .23 | |||||||
Effect
of Dilutive Securities
|
||||||||||||
Options
|
- | 158 | - | |||||||||
Diluted
EPS
|
||||||||||||
Net Earnings
available to common stockholders plus assumed
conversions
|
$ | 4,319 | 18,774 | $ | .23 |
261,595
anti-dilutive shares have been excluded from the computation of diluted EPS
because the options’ exercise price is greater than the average market price of
the common stock.
Note
5
|
Our
calculation of comprehensive income is as
follows:
|
Three months ended
|
||||||||
December 26,
|
December 27,
|
|||||||
2009
|
2008
|
|||||||
(in thousands)
|
||||||||
Net
earnings
|
$ | 7,091 | $ | 4,319 | ||||
Foreign
currency translation adjustment
|
266 | (1,437 | ) | |||||
Comprehensive
income
|
$ | 7,357 | $ | 2,882 |
9
Note
6
|
At
December 26, 2009, the Company has three stock-based employee compensation
plans. Share-based compensation was recognized as
follows:
|
Three months ended
|
||||||||
December 26,
|
December 27,
|
|||||||
2009
|
2008
|
|||||||
(in thousands, except per share amounts)
|
||||||||
Stock
Options
|
$ | 219 | $ | 306 | ||||
Stock
purchase plan
|
67 | 144 | ||||||
Deferred
stock issued to outside directors
|
35 | 35 | ||||||
Restricted
stock issued to an employee
|
10 | 25 | ||||||
$ | 331 | $ | 510 | |||||
Per
diluted share
|
$ | .02 | $ | .03 | ||||
The
above compensation is net of tax benefits
|
$ | 52 | $ | 93 |
The
Company anticipates that share-based compensation will not exceed $1,000,000,
net of tax benefits, or approximately $.05 per share for the fiscal year ending
September 25, 2010.
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 2010 and 2009: expected volatility of 28%
and 23%; risk-free interest rates of 2.14% and 2.70%; dividend rate of 1.2% and
1.2% and expected lives ranging between 5 and 10 years.
During
the 2010 and 2009 first quarters, the Company granted 100,330 and 3,000
stock options, respectively. The weighted-average grant date fair
value of these options was $9.11 and $6.40, respectively.
Expected
volatility for both years is based on the historical volatility of the price of
our common shares over the past 50 to 54 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.
10
Note
7
|
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.
|
On September
30, 2007, the first day of the 2008 fiscal year, we recognized a $925,000
decrease to opening retained earnings from the cumulative effect of recognizing
a liability for uncertain tax positions. The total amount of gross unrecognized
tax benefits is $1,807,000 and $1,895,000 on December 26, 2009 and September 26,
2009, respectively, all of which would impact our effective tax rate over time,
if recognized. We recognize interest and penalties related to income
tax matters as a part of the provision for income taxes. As of
December 26, 2009 and September 26, 2009, respectively, the Company has
$739,000 and $742,000 of accrued interest and penalties.
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.
11
Note 8
|
In
December 2007, the FASB issued guidance expandingthe
definition of a business combination and requiring the fair
value of the purchase price of an acquisition, including the issuance of
equity securities, to be determined on the acquisition date. The guidance
also requires that all assets, liabilities, contingent
considerations, and contingencies of an acquired business be recorded at
fair value at the acquisition date. In addition, the guidance requires
that acquisition costs generally be expensed in the period incurred and
changes in accounting for deferred tax asset valuation allowances and
acquired income tax uncertainties after the measurement period to impact
income tax expense. The effect of this guidance on our consolidated
financial statements will depend upon the nature, terms and size of any
acquisitions consummated in fiscal year 2010 or
later.
|
In August
2008, the FASB issued guidance that revises the factors that a company
should consider to develop renewal or extension assumptions used in estimating
the useful life of a recognized intangible asset. The new guidance will
apply to all intangible assets acquired after the guidance’s effective
date. The guidance also requires new disclosures for all intangible assets
recognized as of, and subsequent to, the effective date. The underlying purpose
of the guidance is to improve the consistency between the period of expected
cash flows used to measure the fair value of a recognized intangible asset and
the useful life of an intangible asset. This guidance is effective for our 2010
fiscal year. The implementation of this guidance has had no effect on our
consolidated financial statements.
12
In April
2009, the FASB issued guidance that amends the provisions in its guidance issued
in December 2007 for the initial recognition and measurement, subsequent
measurement and accounting, and disclosures for assets and liabilities arising
from contingencies in business combinations. This revised
guidance eliminates the distinction between contractual and non-contractual
contingencies, including the initial recognition and measurement criteria,
included in the December 2007 guidance and carries forward most of
the provisions related to acquired contingencies
in its June 2001 guidance. This guidance is effective for contingent
assets and contingent liabilities acquired in business combinations for which
the acquisition date is on or after the beginning of our fiscal year
2010. The effect of this guidance on our consolidated financial
statements will depend upon the nature, terms and size of any acquired
contingencies consummated in fiscal year 2010 or later.
In June
2009, the FASB issued the FASB Accounting Standards Codification (“the
Codification”), which establishes the Codification as the source of
authoritative accounting guidance to be applied in the preparation of financial
statements in conformity with generally accepted accounting principles
(“GAAP”). The Codification, which changes the referencing of
financial standards, became effective for interim and annual periods ending on
or after September 15, 2009. The codification is now the single
official source of authoritative U.S. GAAP (other than guidance issued by the
Securities and Exchange Commission), superseding existing FASB, American
Institute of Certified Public Accountants, Emerging Issues Task Force and
related literature. Only one level of authoritative U.S. GAAP now
exists. All other literature is considered
non-authoritative. The Codification does not change U.S.
GAAP. We adopted the Codification during our fiscal year ended
September 26, 2009.
13
Note 9
|
Inventories
consist of the following:
|
December 26,
|
September 26,
|
|||||||
2009
|
2009
|
|||||||
(unaudited)
|
||||||||
(in
thousands)
|
||||||||
Finished
goods
|
$ | 25,458 | $ | 19,913 | ||||
Raw
materials
|
9,389 | 8,060 | ||||||
Packaging
materials
|
5,290 | 5,141 | ||||||
Equipment
parts & other
|
12,916 | 12,890 | ||||||
$ | 53,053 | $ | 46,004 | |||||
The
above inventories are net of reserves
|
$ | 4,307 | $ | 4,209 |
Note
10
|
We principally sell
our products to the food service and retail supermarket
industries. We also distribute our products directly to the
consumer through our chain of retail stores referred to as The
Restaurant Group. Sales and results of our
frozen beverages business are monitored separately from the
balance of our food service business and restaurant group because of
different distribution and capital requirements. We maintain
separate and discrete financial information for the four operating
segments mentioned above which is available to our Chief Operating
Decision Makers. We have applied no aggregate criteria to any
of these operating segments in order to determine reportable segments. Our
four reportable segments are Food Service, Retail Supermarkets, The
Restaurant Group and Frozen Beverages. All inter-segment net
sales and expenses have been eliminated in computing net sales and
operating income (loss). These segments are described
below.
|
Food
Service
The primary products sold to the
food service group are soft pretzels, frozen juice treats and
desserts, churros and baked goods. Our customers in the
food service industry include snack bars and food stands in chain,
department and discount stores; malls and shopping centers; fast food
outlets; stadiums and sports arenas; leisure and theme parks; convenience stores;
movie theatres; warehouse club stores; schools, colleges and other
institutions. Within the food service industry, our products are
purchased by the consumer primarily for consumption at the
point-of-sale.
14
Retail
Supermarkets
The primary products sold to the
retail supermarket industry are soft pretzel products, including SUPERPRETZEL,
LUIGI’S Real Italian Ice, MINUTE MAID Juice Bars and Soft Frozen Lemonade, WHOLE
FRUIT Sorbet, FRUIT-A-FREEZE frozen fruit bars, ICEE frozen novelties and TIO
PEPE’S Churros. Within the retail supermarket industry, our frozen
and prepackaged products are purchased by the consumer for
consumption at home.
The
Restaurant Group
We sell
direct to the consumer through our Restaurant Group, which operates BAVARIAN
PRETZEL BAKERY and PRETZEL GOURMET, our chain of specialty snack food retail
outlets.
Frozen
Beverages
We sell
frozen beverages to the food service industry, including our restaurant group,
primarily under the names ICEE, SLUSH PUPPIE and ARCTIC BLAST in the
United States, Mexico and Canada.
The Chief
Operating Decision Maker for Food Service, Retail Supermarkets and The
Restaurant Group and the Chief Operating Decision Maker for Frozen Beverages
monthly review and evaluate operating income and sales in order to assess
performance and allocate resources to each individual segment. In addition, the
Chief Operating Decision Makers review and evaluate depreciation, capital
spending and assets of each segment on a quarterly basis to monitor cash flow
and asset needs of each segment. Information regarding the operations in these
four reportable segments is as follows:
15
Three Months Ended
|
||||||||
December 26,
|
December 27,
|
|||||||
2009
|
2008
|
|||||||
(unaudited)
|
||||||||
(in
thousands)
|
||||||||
Sales
to external customers:
|
||||||||
Food
Service
|
$ | 101,261 | $ | 97,535 | ||||
Retail
Supermarket
|
12,620 | 10,033 | ||||||
The
Restaurant Group
|
322 | 433 | ||||||
Frozen
Beverages
|
34,899 | 33,141 | ||||||
$ | 149,102 | $ | 141,142 | |||||
Depreciation
and Amortization:
|
||||||||
Food
Service
|
$ | 4,161 | $ | 4,064 | ||||
Retail
Supermarket
|
- | - | ||||||
The
Restaurant Group
|
8 | 9 | ||||||
Frozen
Beverages
|
2,981 | 2,698 | ||||||
$ | 7,150 | $ | 6,771 | |||||
Operating
Income(Loss):
|
||||||||
Food
Service
|
$ | 10,472 | $ | 7,281 | ||||
Retail
Supermarket
|
1,753 | 1,101 | ||||||
The
Restaurant Group
|
21 | 38 | ||||||
Frozen
Beverages
|
(755 | ) | (1,589 | ) | ||||
$ | 11,491 | $ | 6,831 | |||||
Capital
Expenditures:
|
||||||||
Food
Service
|
$ | 3,173 | $ | 2,750 | ||||
Retail
Supermarket
|
- | - | ||||||
The
Restaurant Group
|
- | - | ||||||
Frozen
Beverages
|
4,277 | 1,746 | ||||||
$ | 7,450 | $ | 4,496 | |||||
Assets:
|
||||||||
Food
Service
|
$ | 306,302 | $ | 260,894 | ||||
Retail
Supermarket
|
2,731 | 2,731 | ||||||
The
Restaurant Group
|
591 | 652 | ||||||
Frozen
Beverages
|
126,170 | 124,254 | ||||||
$ | 435,794 | $ | 388,531 |
16
Note
11
|
Our
four reporting units, which are also reportable segments, are Food
Service, Retail Supermarkets, The Restaurant Group and Frozen
Beverages.
|
The
carrying amount of acquired intangible assets for the Food Service, Retail
Supermarkets, The Restaurant Group and Frozen Beverage segments as of December
26, 2009 are as follows:
17
Gross
|
Net
|
|||||||||||
Carrying
|
Accumulated
|
Carrying
|
||||||||||
Amount
|
Amortization
|
Amount
|
||||||||||
(in thousands)
|
||||||||||||
FOOD
SERVICE
|
||||||||||||
Indefinite
lived intangible assets
|
||||||||||||
Trade
Names
|
$ | 8,180 | $ | - | $ | 8,180 | ||||||
Amortized
intangible assets
|
||||||||||||
Non
compete agreements
|
435 | 299 | 136 | |||||||||
Customer
relationships
|
33,287 | 12,386 | 20,901 | |||||||||
Licenses
and rights
|
3,606 | 2,117 | 1,489 | |||||||||
$ | 45,508 | $ | 14,802 | $ | 30,706 | |||||||
RETAIL
SUPERMARKETS
|
||||||||||||
Indefinite
lived intangible assets
|
||||||||||||
Trade
Names
|
$ | 2,731 | $ | - | $ | 2,731 | ||||||
THE
RESTAURANT GROUP
|
||||||||||||
Amortized
intangible assets
|
||||||||||||
Licenses
and rights
|
$ | - | $ | - | $ | - | ||||||
FROZEN
BEVERAGES
|
||||||||||||
Indefinite
lived intangible assets
|
||||||||||||
Trade
Names
|
$ | 9,315 | $ | - | $ | 9,315 | ||||||
Amortized
intangible assets
|
||||||||||||
Non
compete agreements
|
148 | 148 | - | |||||||||
Customer
relationships
|
6,478 | 2,378 | 4,100 | |||||||||
Licenses
and rights
|
1,601 | 452 | 1,149 | |||||||||
$ | 17,542 | $ | 2,978 | $ | 14,564 |
Amortized
intangible assets are being amortized by the straight-line method over periods
ranging from 3 to 20 years and amortization expense is reflected throughout
operating expenses. There were no changes in the gross carrying amount of
intangible assets for the three months ended December 26, 2009. Aggregate
amortization expense of intangible assets for the 3 months ended December 26,
2009 and December 27, 2008 was $1,124,000 and $1,127,000,
respectively.
18
Estimated amortization expense for the
next five fiscal years is approximately $4,500,000 in 2010, $4,100,000 in 2011,
$3,800,000 in 2012 and $3,700,000 in 2013 and 2014. The weighted
average amortization period of the intangible assets is 10.3 years.
Goodwill
The carrying amounts of goodwill for
the Food Service, Retail Supermarket, Restaurant Group and Frozen Beverage
segments are as follows:
Food
|
Retail
|
Restaurant
|
Frozen
|
|||||||||||||||||
Service
|
Supermarket
|
Group
|
Beverages
|
Total
|
||||||||||||||||
(in
thousands)
|
||||||||||||||||||||
Balance
at December 26, 2009
|
$ | 23,988 | $ | - | $ | 386 | $ | 35,940 | $ | 60,314 |
There were no changes in the carrying
amounts of goodwill for the three months ended December 26, 2009.
Note
12
|
We
have classified our investment securities as marketable securities held to
maturity and auction market preferred stock (AMPS). 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
inputs 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
|
19
Level
3
|
Unobservable
inputs for which there is little or no market data, which require the
reporting entity to develop its own
assumptions.
|
We have
concluded that the carrying value of 26 week certificates of deposit placed
through the Certificate of Deposit Account Registry Service equals fair market
value. Other marketable securities held to maturity values are
derived solely from level 1 inputs. We had no holdings of AMPS at
December 26, 2009 and September 26, 2009.
The
amortized cost, unrealized gains and losses, and fair market values of our
investment securities held to maturity at December 26, 2009 are summarized as
follows:
|
Gross
|
Gross
|
Fair
|
|||||||||||||
Amortized
|
Unrealized
|
Unrealized
|
Market
|
|||||||||||||
Cost
|
Gains
|
Losses
|
Value
|
|||||||||||||
(in
thousands)
|
||||||||||||||||
US
Government Agency Debt
|
$ | 9,006 | $ | 7 | $ | 60 | $ | 8,953 | ||||||||
FDIC
Backed Corporate Debt
|
13,186 | 179 | - | 13,365 | ||||||||||||
Certificates
of Deposit
|
36,511 | 9 | 3 | 36,517 | ||||||||||||
$ | 58,703 | $ | 195 | $ | 63 | $ | 58,835 |
All of
the certificates of deposit are within the FDIC limits for insurance
coverage.
The
amortized cost, unrealized gains and losses, and fair market values of our
investment securities held to maturity at September 26, 2009 are summarized as
follows:
Gross
|
Gross
|
Fair
|
||||||||||||||
Amortized
|
Unrealized
|
Unrealized
|
Market
|
|||||||||||||
Cost
|
Gains
|
Losses
|
Value
|
|||||||||||||
(in
thousands)
|
||||||||||||||||
US
Government Agency Debt
|
$ | 6,009 | $ | 22 | $ | 1 | $ | 6,030 | ||||||||
FDIC
Backed Corporate Debt
|
13,213 | 198 | - | 13,411 | ||||||||||||
Certificates
of Deposit
|
39,425 | 21 | 3 | 39,443 | ||||||||||||
$ | 58,647 | $ | 241 | $ | 4 | $ | 58,884 |
All of
the certificates of deposit are within the FDIC limits for insurance
coverage.
The
amortized cost and fair value of the Company’s held to maturity securities by
contractual maturity at December 26, 2009 and September 26, 2009 are summarized
as follows:
20
December
26, 2009
|
September
26, 2009
|
|||||||||||||||
(in
thousands)
|
||||||||||||||||
Fair
|
Fair
|
|||||||||||||||
Amortized
|
Market
|
Amortized
|
Market
|
|||||||||||||
Cost
|
Value
|
Cost
|
Value
|
|||||||||||||
Due
in one year or less
|
$ | 31,039 | $ | 31,142 | $ | 38,653 | $ | 38,668 | ||||||||
Due
after one year through five years
|
27,664 | 27,693 | 19,994 | 20,216 | ||||||||||||
Total
held to maturity securities
|
$ | 58,703 | $ | 58,835 | $ | 58,647 | $ | 58,884 | ||||||||
Less
current portion
|
27,664 | 27,693 | 38,653 | 38,668 | ||||||||||||
Long
term held to maturity securities
|
$ | 31,039 | $ | 31,142 | $ | 19,994 | $ | 20,216 |
Proceeds
from the sale and redemption of auction market preferred stock were $15,300,000
in the period ended December 27, 2008 with no gain or loss
recorded. We use the specific identification method to determine the
cost of securities sold.
Proceeds
from the sale and redemption of marketable securities were $22,440,000 and
$190,000 in the three months ended December 26, 2009 and December 27, 2008,
respectively, with no gain or loss recorded. We use the specific
identification method to determine the cost of securities sold.
Note
13
|
Subsequent
events through January 21, 2010 have been evaluated for disclosure and
recognition. We have no subsequent events to
disclose.
|
21
Item 2.
Management’s
Discussion and Analysis of Financial
Condition and Results of Operations
Liquidity
and Capital Resources
Our
current cash and cash equivalents balances 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 and investment securities,
are sufficient to fund future growth and expansion. See Note 12 to
these financial statements for a discussion of our investment
securities.
The
Company’s Board of Directors declared a regular quarterly cash dividend of
$.1075 per share of its common stock payable on January 6, 2010 to shareholders
of record as of the close of business on December 15, 2009.
In the
three months ended December 26, 2009, we purchased and retired 153,703 shares of
our common stock at a cost of $5,894,000 under a million share buyback
authorization approved by the Company’s Board of Directors in February 2008
leaving 260,576 as the number of shares that may yet be purchased under the
share buyback authorization. We purchased and retired 450,597 shares
at a cost of $12,510,000 in our fiscal year ended September 26,
2009. Of the shares purchased and retired in our fiscal year 2009,
400,000 shares were purchased at the purchase price of $27.90 per
share from Gerald B. Shreiber, Chairman of the Board, Chief Executive Officer
and Director of the Company.
In the
three months ended December 26, 2009 and December 27, 2008, fluctuations in the
valuation of the Mexican and Canadian currencies and the resulting translation
of the net assets of our Mexican and Canadian subsidiaries caused a decrease of
$266,000 in accumulated other comprehensive loss in the 2010 first quarter and a
increase of $1,437,000 in the 2009 first quarter.
Our
general-purpose bank credit line which expires in December 2011 provides for up
to a $50,000,000 revolving credit facility. The agreement contains restrictive
covenants and requires commitment fees in accordance with standard banking
practice. There were no outstanding balances under this facility at December 26,
2009.
22
Results
of Operations
Net sales increased $7,960,000 or 6% to
$149,102,000 for the three months ended December 26, 2009 compared to the three
months ended December 27, 2008.
Approximately $3.1 million, or 40%, of
the increased sales was sales of funnel cake fries to one customer, Burger King,
which is carrying the product in all of its domestic locations. We are not able
to provide an estimate of these sales going forward.
FOOD
SERVICE
Sales to food service customers
increased $3,726,000 or 4% in the first quarter to $101,261,000. Sales of funnel
cake fries to Burger King accounted for over 80% of the food service sales
increase. Soft pretzel sales to the food service market increased $96,000 or
less than 1% from last year to $24,331,000 in this year’s quarter. Italian ice
and frozen juice treat and dessert sales decreased 7% to $7,727,000 in the three
months primarily the result of lower sales to three customers. Churro sales to
food service customers decreased 8% to $6,761,000 in the quarter with lower
sales to one customer accounting for approximately 70% of the decrease. Sales of
bakery products excluding biscuit and dumpling sales and fruit and fig bar sales
increased $1,162,000, or 3% for the quarter driven by increased sales to private
label customers. Biscuit and dumpling sales decreased less than 1% for the
quarter to $9,659,000 this year and sales of fruit and fig bars were essentially
unchanged at $7,801,000 in this year’s quarter. Funnel cake sales increased by
$3,651,000 to $4,858,000 primarily due to the sales to Burger King. The changes
in sales throughout the food service segment were primarily the result of volume
changes.
RETAIL
SUPERMARKETS
Sales of products to retail
supermarkets increased $2,587,000 to $12,620,000 or 26% in the first quarter.
Soft pretzel sales were up 13% to $7,702,000 on a unit volume increase of 8% and
sales of frozen juices and ices increased 54% to $5,528,000 on a unit volume
increase of 50%. Coupon expense increased by $264,000 or 52% in the
quarter.
23
THE
RESTAURANT GROUP
Sales of our Restaurant Group decreased
26% to $322,000 in the first quarter. The sales decrease was caused by the
closing of stores in fiscal year 2009 and by lower sales in general. Sales of
stores open for both years’ quarter were down 10%.
FROZEN
BEVERAGES
Frozen beverage and related product
sales increased $1,758,000 or 5% to $34,899,000 in the first quarter. Beverage
sales alone were up 12% to $22,432,000 for the quarter with increased sales to
three customers accounting for over l/2 of the increase. Gallon sales were up 6%
in our base ICEE business with over 80% of the increase resulting from sales to
two new customers. Service revenue decreased 6% to $9,957,000 in this year’s
first quarter with about 2/3 of the decrease coming from lower sales to one
customer.
CONSOLIDATED
Gross profit as a percentage of sales
increased to 30.86% from last year’s 28.82%. Lower ingredient and packaging
costs in excess of $3,500,000 compared to last year were primarily responsible
for the increased gross profit percentage. We expect that the year over year
decline in ingredient and packaging costs will be lower going forward over the
short term.
Total operating expenses increased
$677,000 in the first quarter but as a percentage of sales decreased to 23% from
24% last year. Marketing expenses decreased about ½ of 1 percent to 11% of sales
due to higher sales volume and controlled spending. Distribution expenses were
at 8% of sales in both years. Administrative expenses as a percent of sales were
4% of sales for both years.
Operating income increased 68% to
$11,491,000 this year from $6,831,000 a year ago.
Investment income decreased by $149,000
to $312,000 due to a general decline in the level of interest rates. We expect
this trend to continue for the foreseeable future.
24
The effective income tax rate has been
estimated at 40% in this year’s first quarter compared to 41% a year
ago.
Net earnings increased 64% to
$7,091,000 in this year’s first quarter compared to net earnings of $4,319,000
in the year ago period.
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 2009
annual report on Form 10-K filed with the SEC.
Item
4.
|
Controls
and Procedures
|
The Chief
Executive Officer and the Chief Financial Officer of the Company (its principal
executive officer and principal financial officer, respectively) have concluded,
based on their evaluation as of December 26, 2009, 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
were no changes in the Company’s internal controls over financial reporting or
in other factors that could significantly affect these controls subsequent to
the date of such evaluation.
25
PART II.
OTHER INFORMATION
Item
6.
|
Exhibits
and Reports on Form 8-K
|
|
a)
|
Exhibits
|
|
31.1
& 31.2
|
Certification
Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|
99.5
& 99.6
|
Certification
Pursuant to the 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
|
|
b)
|
Reports
on Form 8-K – Reports on Form 8-K were filed on November 3, 2009 and
December 7, 2009.
|
26
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:
January 21, 2010
|
/s/ Gerald B. Shreiber
|
Gerald
B. Shreiber
|
|
Chairman
of the Board,
|
|
President,
Chief Executive
|
|
Officer
and Director
|
|
(Principal
Executive Officer)
|
Dated: January
21, 2010
|
/s/ Dennis G. Moore
|
Dennis
G. Moore, Senior Vice
|
|
President,
Chief Financial
|
|
Officer
and Director
|
|
(Principal
Financial Officer)
|
|
(Principal
Accounting Officer)
|
27