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J&J SNACK FOODS CORP - Quarter Report: 2021 March (Form 10-Q)

jjsf20210327_10q.htm
 
 

 

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 March 27, 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 ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, no par valueJJSFThe NASDAQ Global Select Market

                             

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

☒         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 April 23, 2021 there were 19,035,968 shares of the Registrant’s Common Stock outstanding.

 

1

 

 

 

INDEX

 

  Page
  Number
Part I.   Financial Information  
   
Item l.   Consolidated Financial Statements  
   
Consolidated Balance Sheets – March 27,2021 (unaudited) and September 26, 2020 3
   
Consolidated Statements of Earnings (unaudited) – Three and six months Ended March 27, 2021 and March 28, 2020 4
   
Consolidated Statements of Comprehensive Income (unaudited) – Three and six months Ended March 27, 2021 and March 28, 2020 5
   
Consolidated Statements of Changes In Stockholders’  Equity (unaudited) – Three and six months Ended March 27, 2021 and March 28, 2020 6
   
Consolidated Statements of Cash Flows (unaudited) – Six Months Ended March 27, 2021 and March 28, 2020  7
   
Notes to the Consolidated Financial Statements (unaudited) 8
   
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations 26
   
Item 3.  Quantitative and Qualitative Disclosures About Market Risk 30
   
Item 4.  Controls and Procedures 30
   
Part II.  Other Information  
   
Item 6.  Exhibits  31

 

2

 

 

J & J SNACK FOODS CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

 

  

March 27,

     
  

2021

  

September 26,

 
  

(unaudited)

  

2020

 

Assets

        

Current assets

        

Cash and cash equivalents

 $238,386  $195,809 

Marketable securities held to maturity

  21,379   51,151 

Accounts receivable, net

  137,683   126,587 

Inventories

  115,590   108,923 

Prepaid expenses and other

  17,231   17,087 

Total current assets

  530,269   499,557 
         

Property, plant and equipment, at cost

        

Land

  2,494   2,494 

Buildings

  26,582   26,582 

Plant machinery and equipment

  337,763   330,168 

Marketing equipment

  248,461   250,914 

Transportation equipment

  9,942   9,966 

Office equipment

  34,186   33,878 

Improvements

  44,797   43,264 

Construction in progress

  23,484   19,995 

Total Property, plant and equipment, at cost

  727,709   717,261 

Less accumulated depreciation and amortization

  472,012   455,645 

Property, plant and equipment, net

  255,697   261,616 
         

Other assets

        

Goodwill

  121,833   121,833 

Other intangible assets, net

  80,305   81,622 

Marketable securities held to maturity

  7,580   16,927 

Marketable securities available for sale

  12,518   13,976 

Operating lease right-of-use assets

  53,994   58,110 

Other

  2,719   2,912 

Total other assets

  278,949   295,380 

Total Assets

 $1,064,915  $1,056,553 
         

Liabilities and Stockholders' Equity

        

Current Liabilities

        

Current finance lease liabilities

 $288  $349 

Accounts payable

  83,460   73,135 

Accrued insurance liability

  14,136   13,039 

Accrued liabilities

  7,272   7,420 

Current operating lease liabilities

  12,978   13,173 

Accrued compensation expense

  14,120   16,134 

Dividends payable

  10,943   10,876 

Total current liabilities

  143,197   134,126 
         

Noncurrent finance lease liabilities

  256   368 

Noncurrent operating lease liabilities

  43,609   47,688 

Deferred income taxes

  64,449   64,413 

Other long-term liabilities

  404   460 
         

Stockholders' Equity

        

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

  -   - 

Common stock, no par value; authorized, 50,000,000 shares; issued and outstanding 19,034,000 and 18,915,000 respectively

  65,026   49,268 

Accumulated other comprehensive loss

  (13,839)  (15,587)

Retained Earnings

  761,813   775,817 

Total stockholders' equity

  813,000   809,498 

Total Liabilities and Stockholders' Equity

 $1,064,915  $1,056,553 

 

The accompanying notes are an integral part of these statements.

 

3

 

 

 J & J SNACK FOODS CORP. AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF EARNINGS

(Unaudited)

 (in thousands, except per share amounts)

 

   

Three months ended

   

Six months ended

 
   

March 27,

   

March 28,

   

March 27,

   

March 28,

 
   

2021

   

2020

   

2021

   

2020

 
                                 

Net Sales

  $ 256,178     $ 272,042     $ 497,175     $ 554,939  
                                 

Cost of goods sold

    195,282       202,599       386,154       407,635  

Gross Profit

    60,896       69,443       111,021       147,304  
                                 

Operating expenses

                               

Marketing

    19,192       23,848       36,493       46,580  

Distribution

    25,443       24,834       48,332       48,376  

Administrative

    9,216       10,174       18,656       19,792  

Other general (income) expense

    (185 )     (395 )     (268 )     (129 )

Total Operating Expenses

    53,666       58,461       103,213       114,619  
                                 

Operating Income

    7,230       10,982       7,808       32,685  
                                 

Other (expense)income

                               

Investment(loss)income

    579       (413 )     1,949       1,373  

Interest (expense) & other

    4       (27 )     (11 )     (53 )
                                 

Earnings before income taxes

    7,813       10,542       9,746       34,005  
                                 

Income taxes

    1,752       3,233       1,907       9,637  
                                 

NET EARNINGS

  $ 6,061     $ 7,309     $ 7,839     $ 24,368  
                                 

Earnings per diluted share

  $ 0.32     $ 0.38     $ 0.41     $ 1.28  
                                 

Weighted average number of diluted shares

    19,130       19,014       19,081       19,079  
                                 

Earnings per basic share

  $ 0.32     $ 0.39     $ 0.41     $ 1.29  
                                 

Weighted average number of basic shares

    19,006       18,921       18,971       18,910  

 

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

   

Six months ended

 
   

March 27,

   

March 28,

   

March 27,

   

March 28,

 
   

2021

   

2020

   

2021

   

2020

 
                                 

Net Earnings

  $ 6,061     $ 7,309     $ 7,839     $ 24,368  
                                 

Foreign currency translation adjustments

    (531 )     (3,921 )     1,748       (3,111 )

Total Other Comprehensive (Loss) income , net of tax

    (531 )     (3,921 )     1,748       (3,111 )
                                 

Comprehensive Income

  $ 5,530     $ 3,388     $ 9,587     $ 21,257  

 

The accompanying notes are an integral part of these statements.

 

5

 

 

 J & J Snack Foods Corp. and Subsidiaries

 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

 (in thousands)

 

                   

Accumulated

                 
                   

Other

                 
   

Common Stock

   

Comprehensive

   

Retained

         
   

Shares

   

Amount

   

Loss

   

Earnings

   

Total

 
                                         

Balance as September 26, 2020

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

Issuance of common stock upon exercise of stock options

    41       4,390       -       -       4,390  

Foreign currency translation adjustment

    -       -       2,279       -       2,279  

Dividends declared

    -       -       -       (10,900 )     (10,900 )

Share-based compensation

    -       1,244       -             1,244  

Net earnings

    -       -       -       1,778       1,778  
                                         

Balance at December 26, 2020

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

Issuance of common stock upon exercise of stock options

    72       8,384       -       -       8,384  

Issuance of common stock for employee stock purchase plan

    6       714       -       -       714  

Foreign currency translation adjustment

    -       -       (531 )     -       (531 )

Dividends declared

    -       -       -       (10,943 )     (10,943 )

Share-based compensation

    -       1,026       -             1,026  

Net earnings

    -       -       -       6,061       6,061  
                                         

Balance at March 27, 2021

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

 

 

                   

Accumulated

                 
                   

Other

                 
   

Common Stock

   

Comprehensive

   

Retained

         
   

Shares

   

Amount

   

Loss

   

Earnings

   

Total

 
                                         

Balance at September 28, 2019

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

Issuance of common stock upon exercise of stock options

    5       468       -       -       468  

Foreign currency translation adjustment

    -       -       810       -       810  

Dividends declared

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

Share-based compensation

    -       1,299       -       -       1,299  

Net earnings

    -       -       -       17,059       17,059  
                                         

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       -       -       5,049  

Issuance of common stock for employee stock purchase plan

    6       783       -       -       783  

Foreign currency translation adjustment

    -       -       (3,921 )     -       (3,921 )

Issuance of common stock under deferred stock plan

    1       90       -       -       90  

Dividends declared

    -       -       -       (10,878 )     (10,878 )

Share-based compensation

    -       1,088       -       -       1,088  

Repurchase of common stock

    (66 )     (8,972 )     -       -       (8,972 )

Net earnings

    -       -       -       7,309       7,309  
                                         

Balance at March 28, 2020

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

 

The accompanying notes are an integral part of these statements.

 

6

 

 

J & J SNACK FOODS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)     (in thousands)

 

   

Six Months Ended

 
   

March 27,

   

March 28,

 
   

2021

   

2020

 

Operating activities:

               

Net earnings

  $ 7,839     $ 24,368  

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

               

Depreciation of fixed assets

    24,253       24,810  

Amortization of intangibles and deferred costs

    1,457       1,677  

Share-based compensation

    2,270       2,432  

Deferred income taxes

    (4 )     (298 )

(Gain) loss on marketable securities

    (768 )     2,070  

Other

    (163 )     (286 )

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

               

(Increase) decrease in accounts receivable

    (10,884 )     6,343  

Increase in inventories

    (6,432 )     (11,328 )

Increase in prepaid expenses

    (118 )     (1,598 )

Increase (decrease) in accounts payable and accrued liabilities

    9,331       (5,920 )

Net cash provided by operating activities

    26,781       42,270  

Investing activities:

               

Payments for purchases of companies, net of cash acquired

    -       (57,197 )

Purchases of property, plant and equipment

    (18,829 )     (36,985 )

Purchases of marketable securities

    -       (6,103 )

Proceeds from redemption and sales of marketable securities

    41,337       30,938  

Proceeds from disposal of property and equipment

    1,262       1,853  

Other

    18       (63 )

Net cash provided by (used in) investing activities

    23,788       (67,557 )

Financing activities:

               

Payments to repurchase common stock

    -       (8,972 )

Proceeds from issuance of stock

    13,582       6,300  

Payments on capitalized lease obligations

    (173 )     (168 )

Payment of cash dividend

    (21,776 )     (20,314 )

Net cash used in financing activities

    (8,367 )     (23,154 )

Effect of exchange rate on cash and cash equivalents

    375       (985 )

Net increase (decrease) in cash and cash equivalents

    42,577       (49,426 )

Cash and cash equivalents at beginning of period

    195,809       192,395  

Cash and cash equivalents at end of period

  $ 238,386     $ 142,969  

 

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 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 six months ended March 27, 2021 and March 28, 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. Also, approximately 2/3 of our sales are to venues and locations that have shut down or sharply curtailed their foodservice operations as a result of COVID-19 resulting in a negative impact on our business. Capacity at the venues started to improve towards the end of the second quarter, but the extent of future impacts on our business from COVID-19 is dependent on developments to control the virus which is still uncertain at this point in time.

 

 

While we believe that the disclosures presented are adequate to make the information not misleading, 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.

 

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.

 

 

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

 

 

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

 

 

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

 

 

Significant Payment Terms

 

In general, within our customer contracts, the purchase order identifies the product, quantity, price, pick-up allowances, payment terms and final delivery terms. Although some payment terms may be more extended, presently the majority of our payment terms are 30 days. As a result, we have used the available practical expedient and, consequently, do not adjust our revenues for the effects of a significant financing component.

 

 

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 $16,035,000 at March 27, 2021 and $14,345,000 at September 26, 2020.

 

 

 

Warranties & Returns

 

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

 

 

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

 

 

Contract Balances

 

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

 

  

(in thousands)

 
  

Three months ended

  

Six months ended

 
  

March 27,

  

March 28,

  

March 27,

  

March 28,

 
  

2021

  

2020

  

2021

  

2020

 

Beginning Balance

 $1,716  $1,094  $1,327  $1,334 

Additions to contract liability

 $1,201   1,474   2,945   2,749 

Amounts recognized as revenue

 $(1,827)  (1,333)  (3,182)  (2,848)
Ending Balance $1,090  $1,235  $1,090  $1,235 

 

10

 

Disaggregation of Revenue

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

 

Allowance for Doubtful Receivables

 

We provide an allowance for doubtful receivables after taking into consideration historical experience and other factors. 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 $1,381,000 and $1,388,000 on March 27, 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 $11,984,000 and $12,923,000 for the three months ended March 27, 2021 and March 28, 2020, respectively and $24,253,000 and $24,810,000 for the six months ended March 27, 2021 and March 28, 2020, respectively.

 

11

 

 

Note 4

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

 

   

Three Months Ended March 27, 2021

 
   

Income

   

Shares

   

Per Share

 
   

(Numerator)

   

(Denominator)

   

Amount

 
                         
   

(in thousands, except per share amounts)

 

Basic EPS

                       

Net Earnings available to common stockholders

  $ 6,061       19,006     $ 0.32  
                         

Effect of Dilutive Securities

                       

Options

    -       124       -  
                         

Diluted EPS

                       

Net Earnings available to common stockholders plus assumed conversions

  $ 6,061       19,130     $ 0.32  

 

163,072 anti-dilutive shares have been excluded in the computation  of EPS for the three months ended March 27, 2021

 

   

Six Months Ended March 27, 2021

 
   

Income

   

Shares

   

Per Share

 
   

(Numerator)

   

(Denominator)

   

Amount

 
                         
   

(in thousands, except per share amounts)

 

Basic EPS

                       

Net Earnings available to common stockholders

  $ 7,839       18,971     $ 0.41  
                         

Effect of Dilutive Securities

                       

Options

    -       110       -  
                         

Diluted EPS

                       

Net Earnings available to common stockholders plus assumed conversions

  $ 7,839       19,081     $ 0.41  

 

184,672 anti-dilutive shares have been excluded in the computation of EPS for the six months ended March 27, 2021

 

12

 
   

Three Months Ended March 28, 2020

 
   

Income

   

Shares

   

Per Share

 
   

(Numerator)

   

(Denominator)

   

Amount

 
                         
   

(in thousands, except per share amounts)

 

Basic EPS

                       

Net Earnings available to common stockholders

  $ 7,309       18,921     $ 0.39  
                         

Effect of Dilutive Securities

                       

Options

    -       93       (0.01 )
                         

Diluted EPS

                       

Net Earnings available to common stockholders plus assumed conversions

  $ 7,309       19,014     $ 0.38  

 

180,258 anti-dilutive shares have been excluded in the computation of EPS for the three months ended March 28, 2020

 

   

Six Months Ended March 28, 2020

 
   

Income

   

Shares

   

Per Share

 
   

(Numerator)

   

(Denominator)

   

Amount

 
                         
   

(in thousands, except per share amounts)

 

Basic EPS

                       

Net Earnings available to common stockholders

  $ 24,368       18,910     $ 1.29  
                         

Effect of Dilutive Securities

                       

Options

    -       169       (0.01 )
                         

Diluted EPS

                       

Net Earnings available to common stockholders plus assumed conversions

  $ 24,368       19,079     $ 1.28  

 

180,258 anti-dilutive shares have been excluded in the computation  of EPS for the six months ended March 28, 2020

 

 

 

Note 5

At March 27, 2021, the Company has three stock-based employee compensation plans. Share-based compensation expense was recognized as follows:

 

   

Three months ended

   

Six months ended

 
   

March 27,

   

March 28,

   

March 27,

   

March 28,

 
   

2021

   

2020

   

2021

   

2020

 
                                 

Stock Options

  $ 447     $ 412     $ 993     $ 1,377  

Stock purchase plan

    64       69       342       271  

Stock issued to an outside director

    22       33       22       33  

Restricted stock issued to an employee

    47       -       47       -  

Total share-based compensation

  $ 580     $ 514     $ 1,404     $ 1,681  
                                 

The above compensation is net of tax benefits

  $ 446     $ 620     $ 866     $ 751  

 

13

 
 

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 2021 six months: expected volatility of 25.8%; risk-free interest rate of 0.5%; dividend rate of 1.5% and expected lives of 51 months.

 

 

During the fiscal year 2021 six-month period, the Company granted 300 stock options. The weighted-average grant date fair value of these options was $29.54.

 

 

During the fiscal year 2020 six-month period, the Company granted 1,300 stock options. The weighted-average grant date fair value of these options was $24.67.

 

 

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 March 27, 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 March 27, 2021, and September 26, 2020, the Company has $267,000 of accrued interest and penalties.

 

14

 
 

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 six months ended March 27, 2021 was 20%, primarily due to a $866,000 tax benefit related to share-based compensation. Our effective tax rate for the six months ended March 28, 2020 was 28%.

 

 

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.

 

 

Note 8

Inventories consist of the following:

 

   

March 27,

   

September 26,

 
   

2021

   

2020

 
   

(unaudited)

         
   

(in thousands)

 
                 

Finished goods

  $ 41,803     $ 40,184  

Raw materials

    28,066       24,550  

Packaging materials

    12,069       10,545  

Equipment parts and other

    33,652       33,644  

Total Inventories

  $ 115,590     $ 108,923  

 

 

Note 9

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

 

 

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

 

15

 
 

Food Service

 

 

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

 

 

Retail Supermarkets

 

 

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

 

 

Frozen Beverages

 

 

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

 

16

 
 

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

 

   

Three months ended

   

Six months ended

 
   

March 27,

   

March 28,

   

March 27,

   

March 28,

 
   

2021

   

2020

   

2021

   

2020

 
                                 
                                 

Sales to External Customers:

                               

Food Service

                               

Soft pretzels

  $ 36,776     $ 45,660     $ 69,463     $ 95,601  

Frozen juices and ices

    10,590       9,491       16,885       16,534  

Churros

    14,720       14,754       26,262       31,145  

Handhelds

    19,992       7,447       37,603       14,636  

Bakery

    82,910       89,407       171,874       185,779  

Other

    4,336       4,573       7,662       11,085  

Total Food Service

  $ 169,324     $ 171,332     $ 329,749     $ 354,780  
                                 

Retail Supermarket

                               

Soft pretzels

  $ 15,789     $ 12,332     $ 29,677     $ 22,158  

Frozen juices and ices

    19,386       15,864       34,702       25,957  

Biscuits

    6,495       6,630       14,155       13,608  

Handhelds

    2,243       3,117       5,023       5,878  

Coupon redemption

    (608 )     (866 )     (1,683 )     (1,409 )

Other

    601       494       1,126       805  

Total Retail Supermarket

  $ 43,906     $ 37,571     $ 83,000     $ 66,997  
                                 

Frozen Beverages

                               

Beverages

  $ 18,529     $ 31,895     $ 34,384     $ 67,150  

Repair and maintenance service

    18,218       21,779       37,114       44,265  

Machines revenue

    5,663       8,910       12,152       20,891  

Other

    538       555       776       856  

Total Frozen Beverages

  $ 42,948     $ 63,139     $ 84,426     $ 133,162  
                                 

Consolidated Sales

  $ 256,178     $ 272,042     $ 497,175     $ 554,939  
                                 

Depreciation and Amortization:

                               

Food Service

  $ 7,116     $ 7,240     $ 13,902     $ 14,158  

Retail Supermarket

    384       329       770       688  

Frozen Beverages

    5,648       6,188       11,424       11,641  

Total Depreciation and Amortization

  $ 13,148     $ 13,757     $ 26,096     $ 26,487  
                                 

Operating Income :

                               

Food Service

  $ 6,055     $ 7,951     $ 12,235     $ 25,985  

Retail Supermarket

    6,364       4,337       11,087       6,554  

Frozen Beverages

    (5,189 )     (1,306 )     (15,514 )     146  

Total Operating Income

  $ 7,230     $ 10,982     $ 7,808     $ 32,685  
                                 

Capital Expenditures:

                               

Food Service

  $ 7,246     $ 10,331     $ 15,532     $ 18,734  

Retail Supermarket

    80       275       101       1,235  

Frozen Beverages

    1,827       8,774       3,196       17,016  

Total Capital Expenditures

  $ 9,153     $ 19,380     $ 18,829     $ 36,985  
                                 

Assets:

                               

Food Service

  $ 760,557     $ 740,318     $ 760,557     $ 740,318  

Retail Supermarket

    33,395       31,636       33,395       31,636  

Frozen Beverages

    270,963       305,983       270,963       305,983  

Total Assets

  $ 1,064,915     $ 1,077,937     $ 1,064,915     $ 1,077,937  

 

17

 
 

Note 10

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

 

 

The carrying amounts of acquired intangible assets for the Food Service, Retail Supermarkets and Frozen Beverage segments as of March 27, 2021 and September 26, 2020 are as follows:

 

   

March 27, 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       5,538       19,737       11,595  

License and rights

    1,690       1,354       1,690       1,312  

TOTAL FOOD SERVICE

  $ 25,768     $ 7,562     $ 32,505     $ 13,552  
                                 

RETAIL SUPERMARKETS

                               
                                 

Indefinite lived intangible assets

                               

Trade names

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

Amortized Intangible Assets

                               

Trade names

    676       587       676       519  

Customer relationships

    7,907       5,535       7,907       5,140  

TOTAL RETAIL SUPERMARKETS

  $ 21,333     $ 6,122     $ 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       329       1,439       257  

Licenses and rights

    1,400       1,037       1,400       1,002  

TOTAL FROZEN BEVERAGES

  $ 48,254     $ 1,366     $ 48,254     $ 1,259  
                                 

CONSOLIDATED

  $ 95,355     $ 15,050     $ 102,092     $ 20,470  

 

Fully amortized intangible assets have been removed from the March 27, 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 March 27, 2021 and March 28, 2020 was $777,000 and $833,000, respectively. Aggregate amortization expense of intangible assets for the six months ended March 27, 2021 and March 28, 2020 was $1,457,000 and $1,676,000, 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 March 27, 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.

 

19

 

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. 

 

The amortized cost, unrealized gains and losses, and fair market values of our investment securities held to maturity at March 27, 2021 are summarized as follows:

 

           

Gross

   

Gross

   

Fair

 
   

Amortized

   

Unrealized

   

Unrealized

   

Market

 
   

Cost

   

Gains

   

Losses

   

Value

 
           

(in thousands)

         
                                 

Corporate Bonds

  $ 28,959     $ 381     $ 15     $ 29,325  

Total marketable securities held to maturity

  $ 28,959     $ 381     $ 15     $ 29,325  

 

The amortized cost, unrealized gains and losses, and fair market values of our investment securities available for sale at March 27, 2021 are summarized as follows:

 

           

Gross

   

Gross

   

Fair

 
   

Amortized

   

Unrealized

   

Unrealized

   

Market

 
   

Cost

   

Gains

   

Losses

   

Value

 
           

(in thousands)

         
                                 

Mutual Funds

  $ 3,588     $ -     $ 638     $ 2,950  

Preferred Stock

    9,489       160       81       9,568  

Total marketable securities available for sale

  $ 13,077     $ 160     $ 719     $ 12,518  

 

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 $29 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     $ -     $ 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 March 27, 2021 and September 26, 2020 are summarized as follows:

 

   

March 27, 2021

   

September 26, 2020

 
                                 
           

Fair

           

Fair

 
   

Amortized

   

Market

   

Amortized

   

Market

 
   

Cost

   

Value

   

Cost

   

Value

 
           

(in thousands)

         
                                 

Due in one year or less

  $ 21,379     $ 21,640     $ 51,151     $ 51,815  

Due after one year through five years

    7,580       7,685       16,927       17,246  

Due after five years through ten years

    -       -       -       -  

Total held to maturity securities

  $ 28,959     $ 29,325     $ 68,078     $ 69,061  

Less current portion

    21,379       21,640       51,151       51,815  

Long term held to maturity securities

  $ 7,580     $ 7,685     $ 16,927     $ 17,246  

 

21

 

Proceeds from the redemption and sale of marketable securities were $15,189,000 and $41,337,000 in the three and six months ended March 27, 2021 and were $12,156,000 and $30,938,000 in the three and six months ended March 28, 2020, respectively. A gain of $41,000 and $119,000 were recorded in the three and six months ended March 27, 2021 and losses of $2,059,000 and $2,070,000 were recorded in the three and six months ended March 28, 2020. Included in the gains and losses were unrealized gains of $649,000 and unrealized losses of $1,993,000 in the six months ended March 27, 2021 and March 28, 2020, respectively. Unrealized losses of $46,000 and $2,064,000 were recorded in the three months ended March 27, 2021 and March 28, 2020, respectively. We use the specific identification method to determine the cost of securities sold.

 

Total marketable securities held to maturity as of March 27, 2021 with credit ratings of AAA/AA/A had an amortized cost basis totaling $7,966,000 and those with credit ratings of BBB/BB/B had an amortized cost basis totaling $20,993,000. This rating information was obtained March 31, 2021.

 

 

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

 

  

Three Months Ended

March 27, 2021

  

Six Months Ended

March 27, 2021

 
  

(unaudited)

  

(unaudited)

 
  

(in thousands)

  

(in thousands)

 
                 
  

Foreign Currency

      

Foreign Currency

     
  

Translation

      

Translation

     
  

Adjustments

  

Total

  

Adjustments

  

Total

 
                 

Beginning Balance

 $(13,308) $(13,308) $(15,587) $(15,587)
                 

Other comprehensive income (loss) before reclassifications

  (531)  (531)  1,748  $1,748 
                 
                 

Ending Balance

 $(13,839) $(13,839) $(13,839) $(13,839)

 

   

Three Months Ended

March 28,2020

   

Six Months Ended

March 28,2020

 
   

(unaudited)

   

(unaudited)

 
   

(in thousands)

   

(in thousands)

 
                                 
   

Foreign Currency

           

Foreign Currency

         
   

Translation

           

Translation

         
   

Adjustments

   

Total

   

Adjustments

   

Total

 
                                 

Beginning Balance

  $ (12,178 )   $ (12,178 )   $ (12,988 )   $ (12,988 )
                                 

Other comprehensive income (loss) before reclassifications

    (3,921 )     (3,921 )     (3,111 )   $ (3,111 )
                                 
                                 

Ending Balance

  $ (16,099 )   $ (16,099 )   $ (16,099 )   $ (16,099 )

 

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 $1,768,000 and $203,000 for the three months ended March 27, 2021 and were $3,789,000 and $469,000 for the six months ended March 27, 2021. Sales and operating income of ICEE Distributors were $2,500,000 and $400,000 for the three months ended March 28, 2020 and were $5,000,000 and $900,000 for the six months ended March 28, 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 $399,000 and $69,000 for the three months ended March 27, 2021 and were $805,000 and $144,000 for six months ended March 27, 2021. Sales and operating income of BAMA ICEE were $300,000 and $100,000 for both the three and six months ended March 28, 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 no acquisitions costs during the three or six months ended March 27, 2021. Acquisition costs of $62,000 and $98,000 are included in other general expense for the three and six months ended March 28, 2020, respectively.

 

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 14 years.  

                                                                               

We have finance leases with initial noncancelable lease terms in excess of one year covering the rental of various equipment. These leases are generally for manufacturing and non-manufacturing equipment used in our business. The remaining lease terms for these finance leases range from 1 year to 5 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.          

                                                                       

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.

 

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  March 27, 2021, the weighted-average discount rate of our operating and finance leases was 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.                  

                                                                        

24

 

Amounts Recognized in the Financial Statements         

The components of lease expense were as follows:

 

  

Three Months Ended

  

Six Months Ended

 
  

March 27, 2021

  

March 27, 2021

 
  

(in thousands)

  

(in thousands)

 
         

Operating lease cost in Cost of goods sold and Operating Expenses

 $3,962  $7,901 

Finance lease cost:

        

Amortization of assets in Cost of goods sold and Operating Expenses

  78   154 

Interest on lease liabilities in Interest expense & other

  11   25 
Total finance lease cost  89   179 

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

  -   - 
Total net lease cost $4,051  $8,080 

 

 Supplemental balance sheet information related to leases is as follows:

 

  

March 27, 2021

 
  

(in thousands)

 

Operating Leases

    

Operating lease right-of-use assets

 $53,994 
     

Current operating lease liabilities

 $12,978 

Noncurrent operating lease liabilities

  43,609 
Total operating lease liabilities $56,587 
     

Finance Leases

    

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

 $516 
     

Current finance lease liabilities

 $288 

Noncurrent finance lease liabilities

  256 
Total finance lease liabilities $544 

 

Supplemental cash flow information related to leases is as follows:

 

  

Three Months Ended

  

Six Months Ended

 
  

March 27, 2021

  

March 27, 2021

 
  

(in thousands)

  

(in thousands)

 

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

        
Operating cash flows from operating leases $4,001  $7,987 
Operating cash flows from finance leases $87  $173 
Financing cash flows from finance leases $11  $25 
         

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

 $578  $1,354 

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

 $-   - 

 

As of  March 27, 2021, the maturities of lease liabilities were as follows:

 

  (in thousands) 
  

Operating Leases

  

Finance Leases

 

Six months ending September 25, 2021

 $7,639  $184 

2022

  13,496   168 

2023

  11,379   98 

2024

  8,722   98 

2025

  5,522   26 

Thereafter

  16,355   - 

Total minimum payments

 $63,113  $574 

Less amount representing interest

  (6,526)  (30)

Present value of lease obligations

 $56,587  $544 

 

25

 
 

Item 2.

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

 

Statements made in this Form 10-Q that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Act”) and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate,” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties, and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

 

Liquidity and Capital Resources

 

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

 

The Company’s Board of Directors declared a regular quarterly cash dividend of $.575 per share of its common stock payable on April 13, 2021, to shareholders of record as of the close of business on March 22, 2021.

 

We purchased 65,648 shares of our common stock in fiscal year 2020, but did not purchase any shares in the six months ended March 27, 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 March 27, 2021 and March 28, 2020, fluctuations in the valuation of the Mexican and Canadian currencies and the resulting translation of the net assets of our Mexican and Canadian subsidiaries caused an increase of $531,000 and $3,921,000 in accumulated other comprehensive loss, respectively. In the six months ended March 27, 2021 and March 28, 2020, fluctuations in the valuation of the Mexican and Canadian currencies and the resulting translation of the net assets of our Mexican and Canadian subsidiaries caused a decrease of $1,748,000 and an increase of $3,111,000 in accumulated other comprehensive loss, respectively.

 

26

 

Our general-purpose bank credit line, which expires in November 2021, provides for up to a $50,000,000 revolving credit facility. The agreement contains restrictive covenants and requires commitment fees in accordance with standard banking practice. There were no outstanding balances under this facility at March 27, 2021.

 

RESULTS OF OPERATIONS

 

Net sales decreased by 6% to $256,178,000 in the second quarter and by 10% to $497,175,000 for the six months ended March 27, 2021 compared to the three and six months ended March 28, 2020, respectively.

 

FOOD SERVICE

 

Sales to food service customers decreased by 1% in the second quarter to $169,324,000 and by 7% to $329,749,000 for the six months, compared to respective prior year periods. Sales to food service customers were negatively impacted by COVID-19 during the current year periods as many venues and locations shut down or sharply curtailed their food service operations. However, traffic across our food service customers continues to improve as theatres re-open, more schools open their doors, entertainment and amusement venues increase capacity, and growth continues to strengthen across quick serve and casual dining restaurants.

 

Soft pretzel sales to the food service market decreased by 19% to $36,776,000 in the second quarter and by 27% to $69,463,000 in the six months.

 

Frozen juices and ices sales increased by 12% to $10,590,000 in the second quarter and increased by 2% to $16,885,000 in the six months.

 

Churro sales to food service customers were relatively flat in the second quarter as compared with prior year at $14,720,000 but decreased by 16% to $26,262,000 in the six months.

 

Sales of bakery products decreased by 7% in the second quarter to $82,910,000 and decreased 7% to $171,874,000 for the six months as COVID-19 impacted traffic, purchase choices and frequency in this part of our business.

 

Sales of handhelds increased 168% in the second quarter to $19,992,000 and by 157% in the six months led by the continued success of a new product developed for one of our larger wholesale club customers.

 

Sales of new products in the first twelve months since their introduction were approximately $14,928,000 in the second quarter and $27,167,000 in the six months led by the previously noted handheld item. Price increases had a marginal impact on results in the quarter as traffic and volume drove almost all of the sales decline compared to prior year.

 

Operating income in our Food Service segment decreased by 24% to $6,055,000 in the second quarter and by 53% to $12,235,000 in the six months primarily due to sales declines which impacted margin efficiencies and expense leverage.

 

27

 

RETAIL SUPERMARKETS

 

Sales of products to retail supermarkets increased by 17% to $43,906,000 in the second quarter and increased by 24% to $83,000,000 in the six months. Our SUPERPRETZEL brand has performed well helping to drive a 28% increase in soft pretzels sales in the second quarter to $15,789,000 and a 34% increase in the six months to $29,677,000. Sales of frozen juices and ices increased by 22% to $19,386,000 in the second quarter and by 34% to $34,702,000 in the six months. Sales of biscuits decreased by 2% to $6,495,000 in the second quarter, but increased by 4% to $14,155,000 in the six months. Handheld sales to retail supermarket customers decreased by 28% to $2,243,000 in the second quarter and by 15% to $5,023,000 in the six months.

 

Sales of new products, which in the second quarter were approximately $150,000, and were approximately $550,000 for the six months, were primarily related to frozen novelty items. Price increases had a minimal impact on growth in the second quarter and in the six months, as sales were driven by increased consumer traffic and volume in retail outlets.

 

Operating income in our Retail Supermarkets segment increased by 47% to $6,364,000 in the second quarter and by 69% to $11,087,000 in the six months. The increases in operating income was primarily attributable to the increase in sales and the improvement in operating margins.          

 

FROZEN BEVERAGES

 

Frozen beverage and related product sales decreased by 32% to $42,948,000 in the second quarter and by 37% to $84,426,000 in the six months. Beverages sales decreased by 42% to $18,529,000 in the second quarter and by 49% to $34,384,000 in the six months. Gallon sales were down 40% in the quarter and down 46% in the six months. Service revenue decreased by 16% to $18,218,000 in the second quarter and by 16% to $37,114,000 in the six months, with the decreases primarily attributable to the cancellation of a key customer’s planned maintenance program.

 

Machines revenue (primarily sales of frozen beverage machines) decreased by 36% to $5,663,000 in the second quarter and by 42% to $12,152,000 in the six months. The decreases were primarily attributable to slower customer expansion and replacement during the periods.

 

Our Frozen Beverage segment incurred an operating loss of $5,189,000 in the second quarter compared with an operating loss of $1,306,000 in the prior year second quarter. In the six months, our Frozen Beverage segment incurred an operating loss of $15,514,000 compared with operating income of $146,000 in the prior year six-month period. The comparative performance was impacted due to the challenging sales environment as a result of the COVID-19 pandemic which also impacts our gross margin efficiency and ability to leverage fixed expenses.

 

28

 

CONSOLIDATED

 

Gross profit as a percentage of sales was 23.8% in the second quarter and 25.5% last year.  Gross profit as a percentage of sales was 22.3% in the six-month period this year and 26.5% last year. Gross profit percentage decreased because of continued COVID-19 sales pressure from our food service and frozen beverages segments. This creates margin leverage challenges as we manage lower production volumes on businesses with large fixed-expense bases.

 

Total operating expenses decreased by 8% to $53,666,000 in the second quarter and by 10% to $103,213,000 in the six months. As a percentage of net sales, operating expenses decreased from 21.5% to 20.9% in the second quarter but increased slightly in the six months from 20.7% to 20.8%.

 

Marketing expenses decreased to 7.5% of net sales in the second quarter from 8.8% in prior year and to 7.3% in the six months compared with 8.4% in prior year’s six-month period. Distribution expenses increased to 9.9% of net sales in the second quarter from 9.1% in the prior year and to 9.7% in the six months compared with 8.7% in prior year’s six-month period. Administrative expenses decreased to 3.6% of net sales in the second quarter from 3.7% in prior year, but increased to 3.8% in the six months compared with 3.6% in prior year’s six-month period.

 

Operating income decreased by 34% to $7,230,000 in the second quarter and by 76% to $7,808,000 in the six months as a result of the aforementioned items.

 

Our investments generated before tax income of $579,000 in the second quarter, a $992,000 increase over prior year. In the six months, our investments generated before tax income of $1,949,000, a 42% increase over the prior year period. The increase in before tax investment income compared with prior year was primarily attributable to improved market conditions.

 

Net earnings decreased by 17% to $6,061,000 in the second quarter and by 68% to $7,839,000 in the six months. Our effective tax rate was 20% in the six months compared with 28% in the prior year’s six- month period.

 

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

 

29

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

 

There has been no material change in the Company’s assessment of its sensitivity to market risk since its presentation set forth, in item 7a. “Quantitative and Qualitative Disclosures About Market Risk,” in its 2020 annual report on Form 10-K filed with the SEC.

 

Item 4.

Controls and Procedures

 

 

The Chief Executive Officer and the Chief Financial Officer of the Company (its principal executive officer and principal financial officer, respectively) have concluded, based on their evaluation as of March 27, 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 March 27,2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

30

 

 

PART II. OTHER INFORMATION

 

Item 6.

Exhibits

   
  Exhibit No.
   
  10.1 Amended and Restated Long Term Incentive Plan (Incorporated by reference from the Company’s Form 8-K filed on February 12, 2021).
   
  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.
   
  31.3 Certification Pursuant to Section of 302 of the Sarbanes-Oxley Act of 2020.
   
  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.
   
  32.3 Certification Pursuant to the 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

101.1

The following financial information from J&J Snack Foods Corp.'s Quarterly Report on Form 10-Q for the quarter ended March 27, 2021, formatted in iXBRL (Inline extensible Business Reporting Language):

  (i)

Consolidated Balance Sheets,

  (ii)

Consolidated Statements of Earnings,

  (iii)

Consolidated Statements of Comprehensive Income,

  (iv)

Consolidated Statements of Cash Flows and

  (v)

the Notes to the Consolidated Financial Statements

 

104

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

 

31

 

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: April 29, 2021  /s/ Gerald B. Shreiber  
  Gerald B. Shreiber  
  Chairman of the Board,  
  Chief Executive  
  Officer and Director  
  (Principal Executive Officer)  
     
     
     
     
Dated: April 29, 2021 /s/ Dan Fachner  
  Dan Fachner  
  President  
  (Principal Executive Officer)  
     
     
     
     
Dated: April 29, 2021 /s/ Ken A. Plunk  
  Ken A. Plunk, Senior Vice  
  President and Chief Financial Officer  
  (Principal Financial Officer)  
  (Principal Accounting Officer)  

        

32