UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K


( X )
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 24, 2011

(     )TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM               TO

(X)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED SEPTEMBER 28, 2013

(   ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM          TO             

Commission File No. 0-14616


J & J SNACK FOODS CORP.

(Exact name of registrant as specified in its charter)

New Jersey

22-1935537

(State or other jurisdiction ofincorporation or organization)

 (I.R.S.

(I.R.S. Employer Identification No.)

6000 Central Highway

08109

Pennsauken, New Jersey

08109

 (Zip Code)

 (Address

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (856) 665-9533


Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class

Name of Each Exchange on Which Registered

Common Stock, no par value  

The NASDAQ Global Select Exchange

Securities Registered Pursuant to Section 12(g) of the Act: None


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ___  X    No   X 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ___  No   X  

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 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   X    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   X    No ___ 


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not con­tainedcontained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.      X  


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  ( )(X)     

Accelerated filer  (X)

(  )

Non-accelerated filer  (  )

Smaller reporting company ( )

(Do not check if a smaller reporting company)

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 ___Yes___    No  X  

As of November 25, 2011,15, 2013, the latest practicable date, 18,734,37618,678,012 shares of the Registrant’s common stock were issued and outstanding. The aggregate market value of shares held by non-affiliates of the Registrant on such date was $674,816,674$1,142,800,154 based on the last sale price on March 25, 201129, 2013 of $45.91$76.89 per share. March 25, 201129, 2013 was the last business day of the registrant’s most recently completed second fiscal quarter.


DOCUMENTS INCORPORATED BY REFERENCE


Portions of the registrant’s definitive proxy statement for its Annual Meeting of Shareholders scheduled for February 8, 201218, 2014 are incorporated by reference into Part III of this report.



 

 




J & J SNACK FOODS CORP.

2011

2013 FORM 10-K ANNUAL REPORT


TABLE OF CONTENTS

Page

PART I

 

Item 1

Business

1

Item 1ARisk Factors6
Item 1BUnresolved Staff Comments8
Item 2Properties9
Item 3Legal Proceedings10
Item 4[Removed and reserved]10

 
PART II

Item 1A    

Risk Factors

6

 

Item 1B     

Unresolved Staff Comments

 8

Item 2     

Properties

 8

Item 3     

Legal Proceedings

 9

Item 4     

Mine Safety Disclosures

9

PART II

Item 5

Market For Registrant’s Common Equity, RelatedStockholder Matters And Issuer Purchases Of EquityOfEquity Securities

11

10

Item 6

Selected Financial Data

12

11

Item 7

Management’s Discussion And Analysis OfFinancial Condition And Results Of Operations

13

12

Item 7A

Quantitative And Qualitative DisclosuresAbout Market Risk

23

22

Item 8

Financial Statements And Supplementary Data

24

 22

Item 9

Changes In And Disagreements With AccountantsOn Accounting And Financial Disclosure

24
Item 9AControls and Procedures24
Item 9BOther Information25

22

 
PART III

Item 9A     

Controls and Procedures

 22

 

Item 9B     

Other Information

23

PART III

Item 10

Directors, Executive Officers and CorporateGovernance

25

24

Item 11

Executive Compensation

26

24

Item 12

Security Ownership Of Certain BeneficialOwners And Management And Related Stockholder MattersStockholderMatters

26

25

Item 13

Certain Relationships And Related Transactions,and Director Independence

27

25

Item 14

Principal Accountant Fees and ServicesService 

27

25

 
PART IV

PART IV

 
Item 15Exhibits, Financial Statement Schedules2726

 
 i

In addition to historical information, this document and analysis contains forward-looking statements. The forward-looking statements contained herein are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. Important factors that might cause such a difference include, but are not limited to, those discussed in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. We undertake no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof.



Part I


Item 1.Business

Item 1.     Business

General


J & J Snack Foods Corp. (the “Company” or “J & J”) manufactures nutritional snack foods and distributes frozen beverages which it markets nationally to the food service and retail supermarket industries. The Company’s principal snack food products are soft pretzels marketed primarily under the brand name SUPERPRETZEL, and frozen juice treats and desserts marketed primarily under the LUIGI’S, FRUIT–A-FREEZE, WHOLE FRUIT, ICEE BARQ’S*and MINUTE MAID** brand names.names, churros marketed primarily under the TIO PEPE’S and CALIFORNIA CHURROS brand names and bakery products sold primarily under the READI-BAKE, COUNTRY HOME, MARY B’S AND DADDY RAY’S brand names as well as for private label and contract packing. J & J believes it is the largest manufacturer of soft pretzels in the United States, Mexico and Canada. Other snack food products include churros (an Hispanic pastry), funnel cake and dough enrobed handheld products and bakery products. The Company’s principal frozen beverage products are the ICEE brand frozen carbonated beverage and the SLUSH PUPPIE brand frozen uncarbonated beverage.


The Company’s Food Service and Frozen Beverages sales are made primarily to food service customers including snack bar and food stand locations in leading chain, department, discount, warehouse club and convenience stores; malls and shopping centers; fast food outlets; stadiums and sports arenas; leisure and theme parks; movie theatres; independent retailers; and schools, colleges and other institutions. The Company’s retail supermarket customers are primarily supermarket chains.

The Company was incorporated in 1971 under the laws of the State of New Jersey.


The Company has made acquisitions in 2011 and in prior years as described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes thereto.


The Company operates in three business segments: Food Service, Retail Supermarkets and Frozen Beverages. These segments are described below.


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 is considered to be the one and only key variable 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 (see Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 8 – Financial Statements and Supplementary Data for financial information about segments).


Food Service


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

*Minute Maid is a registered trademark of the Coca-Cola Company

 
Retail Supermarkets

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, ICEE Squeeze-Up Tubes and dough enrobed handheld products including PATIO burritos, TIO PEPE’S Churros and CALIFORNIA CHURROS.burritos. Within the retail supermarket channel, our frozen and prepackaged products are purchased by the consumer for consumption at home.


*
BARQ’S is a registered trademark of Barq’s Inc.
**MINUTE MAID is a registered trademark of the Coca-Cola Company
1


Frozen Beverages


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


Products


Soft Pretzels


The Company’s soft pretzels are sold under many brand names; some of which are: SUPERPRETZEL, PRETZEL FILLERS, PRETZELFILS, GOURMET TWISTS, MR. TWISTER, SOFT PRETZEL BITES, SOFTSTIX, SOFT PRETZEL BUNS, HOT KNOTS, DUTCH TWIST, TEXAS TWIST, SANDWICH TWIST, CINNAPRETZEL*KIM & SCOTT’S GOURMET PRETZELS and SERIOUSLY TWISTED!; and, to a lesser extent, under private labels.


Soft pretzels are sold in the Food Service and Retail Supermarket segments. Soft pretzel sales amounted to 18%21% of the Company’s revenue in fiscal year 2011, 19%2013, 18% in 2010,2012 and 20%18% in 2009.


The2011.

Certain of the Company’s soft pretzels qualify under USDA regulations as the nutritional equivalent of bread for purposes of the USDA school lunch program, thereby enabling a participating school to obtain partial reimbursement of the cost of the Company’s soft pretzels from the USDA.

The Company’s soft pretzels are manufactured according to a proprietary formula. Soft pretzels, ranging in size from one to ten ounces in weight, are shaped and formed by the Company’s twister machines. These soft pretzel tying machines are automated, high-speed machines for twisting dough into the traditional pretzel shape. Additionally, we make soft pretzels which are extruded or shaped by hand. Soft pretzels, after processing, are primarily quick-frozen in either raw or baked form and packaged for delivery.


The Company’s principal marketing program in the Food Service segment includes supplying ovens, mobile merchandisers, display cases, warmers and similar merchandising equipment to the retailer to prepare and promote the sale of soft pretzels. Some of this equipment is proprietary, including combination warmer and displaycases that reconstitute frozen soft pretzels while displaying them, thus eliminating the need for an oven. The Company retains ownership of the equipment placed in customer locations, and as a result, customers are not required to make an investment in equipment.


Frozen Juice Treats and Desserts


The Company’s frozen juice treats and desserts are marketed primarily under the LUIGI’S, FRUIT-A-FREEZE, WHOLE FRUIT, ICEE BARQ’S and MINUTE MAID brand names. Frozen juice treats and desserts are sold in the Food Service and Retail Supermarkets segments. Frozen juice treats and dessert sales were 11% of the Company’s revenue in 2013, 13% of the Company’s revenue in 2012 and 14% of the Company’s revenue in 2011, 14% in fiscal year 2010 and 13% in 2009.


2011.

The Company’s school food service MINUTE MAID and WHOLE FRUIT frozen juice fruit bars and cups are manufactured from an apple or pearand pineapple juice baseconcentrate to which water, sweeteners, coloring (in some cases) and flavorings are added.  The juice bars and cups contain twothree to threefour ounces of apple or pearpineapple juice and 100% of the minimum daily requirementUS FDA value of vitamin C, and qualify as reimbursable items under the USDA school lunch program.C.  The juice bars are produced in various flavors and are packaged in a sealed push-up paper container referred to as the Milliken M-pak, which the Company believes has certain sanitary and safety advantages.


The balance of the Company’s frozen juice treats and desserts products are manufactured from water, sweeteners and fruit juice concentrates in various flavors and packaging including cups, tubes, sticks, M-paks, pints and tubs. Several of the products contain ice cream and FRUIT-A-FREEZE and WHOLE FRUIT containcontains pieces of fruit.

 

*CINNAPRETZEL is a registered trademark of Cinnabon, Inc.

2

Churros


The Company’s churros are sold primarily under the LA CHURROS, TIO PEPE’S and CALIFORNIA CHURROS brand names. Churros are sold to the Food Service and Retail Supermarkets segments. Churro sales were 6%7% of the Company’s sales in fiscal year 2011, 5%2013, 6% of the Company’s sales in 2010the fiscal year 2012 and 5%6% in 2009.fiscal year 2011. Churros are Hispanic pastries in stick form which the Company produces in several sizes according to a proprietary formula. The churros are deep fried, frozen and packaged. At food service point-of-sale they are reheated and topped with a cinnamon sugar mixture. The Company also sells fruit and crème-filled churros. The

Company supplies churro merchandising equipment similar to that used for its soft pretzels.

Handheld Products


The Company's dough enrobed handheld products are marketed under the PATIO, HAND FULLS, HOLLY RIDGE BAKERY, VILLA TALIANO, TOP PICKS brand names and under private labels. Handheld products are sold to the Food Service and Retail Supermarket segments. Handheld product sales amounted to 2%6% of the Company'sCompany’s sales in 2013, 6% in 2012 and 2% in 2011.

Bakery Products


The Company’s bakery products are marketed under the MRS. GOODCOOKIE, READI-BAKE, COUNTRY HOME, MARY B’S, DADDY RAY’S and PRETZEL COOKIEJANA’S brand names, and under private labels. Bakery products include primarily biscuits, fig and fruit bars, cookies, breads, rolls, crumb, muffins and donuts. Bakery products are sold to the Food Service segment. Bakery products sales amounted to 32% of the Company’s sales in fiscal year 2011, 34%2013, 32% in 2010fiscal year 2012 and 35%32% in 2009.


2011.

Frozen Beverages


The Company markets frozen beverages primarily under theunderthe names ICEE, SLUSH PUPPIE and PARROT ICE and ARCTIC BLAST in the United States, Mexico and Canada.  Additional frozen beverages are JAVA FREEZE and CALIFORNIA NATURAL. Frozen beverages are sold in the Frozen Beverages segment.

Frozen beverage sales amounted to 18%15% of revenue in fiscal 2011,year 2013, 16% in 2012 and 18% in 2010 and 17% in 2009.

2011.

Under the Company’s principal marketing program for frozen carbonated beverages, it installs frozen beverage dispensers for its ICEE and ARCTIC BLAST brandsbrand at customer locations and thereafter services the machines, arranges to supply customers with ingredients required for production of the frozen beverages, and supports customer retail sales efforts with in-store promotions and point-of-sale materials. In most cases, the Company retains ownership of its dispensers, and as a result, customers are not required to make an investment in equipment or arrange for the ingredients and supplies necessary to produce and market the frozen beverages. The Company also provides repair and maintenance service to customers for customers’ owned equipment and sells equipment in its Frozen Beverages segment, revenue from which amounted to 8% of sales in 2013 and 7% of sales in 2012 and 2011 8% of sales in 2010 and 8% of the Company’s sales in fiscal year 2009.years. The Company sells frozen uncarbonated beverages under the SLUSH PUPPIE and PARROT ICE brands through a distributor network and through its own distribution network.

Each new frozen carbonated customer location requires a frozen beverage dispenser supplied by the Company or by the customer. Company-supplied frozen carbonated dispensers are purchased from outside vendors, built new or rebuilt by the Company.

The Company provides managed service and/or products to approximately 82,00093,000 Company-owned and customer-owned dispensers.

The Company has the rights to market and distribute frozen beverages under the name ICEE to the entire continental United States (except for portions of nine states)ninestates) as well as internationally.

3


Other Products


Other products sold by the Company include soft drinks, funnel cakes sold under the FUNNEL CAKE FACTORY brand name and smaller amounts of various other food products. These products are sold in the Food Service and Frozen Beverages segments.

 
Customers

Customers

The Company sells its products to two principal channels: food service and retail supermarkets. The primary products sold to the food service channel are soft pretzels, frozen beverages, frozen juice treats and desserts, churros, dough enrobed handheld products and baked goods. The primary products sold to the retail supermarket channel are soft pretzels, frozen juice treats and desserts and dough enrobed handheld products.

We have several large customers that account for a significant portion of our sales. Our top ten customers accounted for 43%, 42%41% and 43% of our sales during fiscal years 2011, 20102013, 2012 and 2009,2011, respectively, with our largest customer accounting for 8% of our sales in 2011,2013, 8% of our sales in 2012 and 8% in 2010 and 9% in 2009.2011. Three of the ten customers are food distributors who sell our product to many end users. The loss of one or more of our large customers could adversely affect our results of operations. These customers typically do not enter into long-term contracts and make purchase decisions based on a combination of price, product quality, consumer demand and customer service performance. If our sales to one or more of these customers are reduced, this reduction may adversely affect our business. If receivables from one or more of these customers become uncollectible, our operating income would be adversely impacted.


The Food Service and the Frozen Beverages segments sell primarily to food service channels. The Retail Supermarkets segment sells to the retail supermarket channel.


The Company’s customers in the food service segment include snack bars and food stands in chain, department and mass merchandising stores, malls and shopping centers, fast food outlets, casual dining restaurants, stadiums and sports arenas, leisure and theme parks, convenience stores, movie theatres, warehouse club stores, schools, colleges and other institutions, and independent retailers. Machines and machine parts are sold to other food and beverage companies. Within the food service industry, the Company’s products are purchased by the consumer primarily for consumption at the point-of-sale.

The Company sells its products to an estimated 85-90% of supermarkets in the United States. Products sold to retail supermarket customers are primarily 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, WHOLE FRUIT Sorbet, MARY B’S biscuits and dumplings, DADDY RAY’S fig and fruit bars, ICEE Squeeze-Up Tubes, PATIO burritos and TIO PEPE’S Churros. Within the retail supermarket industry, the Company’s frozen and prepackaged products are purchased by the consumer for consumption at home.


Marketing and Distribution


The Company has developed a national marketing program for its products. For Food Service and Frozen Beverages segments’ customers, this marketing program includes providing ovens, mobile merchandisers, display cases, warmers, frozen beverage dispensers and other merchandising equipment for the individual customer’s requirements and point-of-sale materials as well as participating in trade shows and in-store demonstrations. The Company’s ongoing

advertising and promotional campaigns for its Retail Supermarket segment’s products include trade shows, newspaper advertisements with coupons, in-store demonstrations and consumer advertising campaigns.

The Company develops and introduces new products on a routine basis. The Company evaluates the success of new product introductions on the basis of sales levels, which are reviewed no less frequently than monthly by the Company’s Chief Operating Decision Makers.


The Company’s products are sold through a network of about 200100 food brokers, and over 1,000 independent sales distributors and the Company’s own direct sales force. For its snack food products, the Company maintains warehouse and distribution facilities in Pennsauken, Bellmawr and Bridgeport, New Jersey; Vernon (Los Angeles) and Colton, California; Scranton, Pittsburgh, Hatfield and Lancaster, Pennsylvania; Carrollton (Dallas), Texas; Atlanta, Georgia; Moscow Mills (St. Louis), Missouri; Pensacola, Florida; Solon, Ohio; Weston, Oregon; and Holly Ridge, North Carolina. Frozen beverages are distributed from 134141 Company managed warehouse and distribution facilities located in 44 states, Mexico and Canada, which allow the Company to directly service its customers in the surrounding areas. The Company’s products are shipped in refrigerated and other vehicles from the Company’s manufacturing and warehouse facilities on a fleet of Company operated tractor-trailers, trucks and vans, as well as by independent carriers.

 

4


Seasonality


The Company’s sales are seasonal because frozen beverage sales and frozen juice treats and desserts sales are generally higher during the warmer months.


Trademarks and Patents


The Company has numerous trademarks, the most important of which are SUPERPRETZEL, DUTCH TWIST, TEXAS TWIST, MR. TWISTER, SOFT PRETZEL BITES, SOFTSTIX, PRETZEL FILLERS and PRETZELFILS for its pretzel products; FROSTAR,SHAPE-UPS, MAMA TISH’S, FRUIT-A-FREEZE, WHOLE FRUIT and LUIGI’S for its frozen juice treats and desserts; TIO PEPE’S and CALIFORNIA CHURROS for its churros; ARCTIC BLAST, SLUSH PUPPIE and PARROT ICE for its frozen beverages; FUNNEL CAKE FACTORY for its funnel cake products, PATIO for its handheld burritos and MRS. GOODCOOKIE, READI-BAKE, COUNTRY HOME, CAMDEN CREEK, MARY B’S, JANA’S and DADDY RAY’S for its bakery products.


The Company markets frozen beverages under the trademark ICEE in all of the continental United States, except for portions of nine states, and in Mexico and Canada.andCanada. Additionally, the Company has the international rights to the trademark ICEE.


The trademarks, when renewed and continuously used, have an indefinite term and are considered important to the Company as a means of identifying its products. The Company considers its trademarks important to the success of its business.


The Company has numerous patents related to the manufacturing and marketing of its product.


Supplies


The Company’s manufactured products are produced from raw materials which are readily available from numerous sources. With the exception of the Company’s soft pretzel twisting equipment and funnel cake production equipment, which are made for J & J by independent third parties, and certain specialized packaging equipment, the Company’s manufacturing equipment is readily available from various sources. Syrup for frozen beverages is purchased primarily from The Coca-Cola Company, Dr Pepper/Seven Up, Inc., the Pepsi Cola Company, and Jogue, Inc. Cups, straws and lids are readily available from various suppliers. Parts for frozen beverage dispensing machines are purchased from several sources. Frozen beverage dispensers are purchased primarily from IMI Cornelius, Inc. and FBD Partnership.

Competition


Snack food and bakery products markets are highly competitive. The Company’s principal products compete against similar and different food products manufactured and sold by numerous other companies, some of which are substantially larger and have greater resources than the Company. As the soft pretzel, frozen juice treat and dessert, bakery products and related markets grow, additional competitors and new competing products may enter the markets. Competitive factors in these markets include product quality, customer service, taste, price, identity and brand name awareness, method of distribution and sales promotions.


The Company believes it is the only national distributor of soft pretzels. However, there are numerous regional and local manufacturers of food service and retail supermarket soft pretzels as well as several chains of retail pretzel stores.


In Frozen Beverages the Company competes directly with other frozen beverage companies. These include several companies which have the right to use the ICEE name in portions of nine states. There are many other regional frozenregionalfrozen beverage competitors throughout the country and one large retail chain which uses its own frozen beverage brand.

5


The Company competes with large soft drink manufacturers for counter and floor space for its frozen beverage dispensing machines at retail locations and with products which are more widely known than the ICEE, SLUSH PUPPIE, PARROT ICE and ARCTIC BLAST frozen beverages.


The Company competes with a number of other companies in the frozen juice treat and dessert and bakery products markets.

 

Risks Associated with Foreign Operations


Foreign operations generally involve greater risk than doing business in the United States. Foreign economies differ favorably or unfavorably from the United States’ economy in such respects as the level of inflation and debt, which may result in fluctuations in the value of the country’s currency and real property. Sales of our foreign operations were $18,025,000, $14,301,000$23,161,000, $19,491,000 and $11,658,000$18,025,000 in fiscal years 2011, 20102013, 2012 and 2009,2011, respectively. At September 24, 2011,28, 2013, the total assets of our foreign operations were approximately $13.7$24 million or 2.5%3.7% of total assets. At September 25, 2010,29, 2012, the total assets of our foreign operations were approximately $10.4$16.3 million or 2%2.7% of total assets.


Employees


The Company has approximately 3,100about 3,400 full and part time employees as of September 24, 2011.  Certain28, 2013.  About 900 production and distribution employees atthroughout the Pennsauken and Bellmawr, New Jersey plantsCompany are covered by a collective bargaining agreement which expires in September 2013. Certain production and distribution employees at the Bridgeport, New Jersey plant are covered by a collective bargaining agreement which expires February 2, 2013.

The production employees at our Atlanta, Georgia, plant are covered by a collective bargaining agreement which expires in January 2015.
The production employees at our Weston, Oregon, plant are covered by a collective bargaining agreement which expires September 30, 2013.
agreements.

The Company considers its employee relations to be good.


Available Information


The Company’s internet address iswww.jjsnack.com. On the investor relations section of its website, the Company provides free access to its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to these reports, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission (“SEC”). The information on the website listed above is not and should not be considered part of this annual report on Form 10-K and is not incorporated by reference in this document.

Item 1A.Risk Factors

Item 1A.    Risk Factors

You should carefully consider the risks described below, together with all of the other information included in this report, in considering our business and prospects. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently deem insignificant may also impair our business operations. Following is a discussion of known potentially significant risks which could result in harm to our business, financial condition or results of operations.


Risks of Shortages or Increased Cost of Raw Materials

We are exposed to the market risks arising from adverse changes in commodity prices, affecting the cost of our raw materials and energy. The raw materials and energy which we use for the production and distribution of our products are largely commodities that are subject to price volatility and fluctuations in availability caused by changes in global supply and demand, weather conditions, agricultural uncertainty or governmental controls. We purchase these materials and energy mainly in the open market. If commodity price changes result in increases in raw materials and energy costs, we may not be able to increase our prices to offset these increased costs without suffering reduced volume, revenue and operating income.

6

General Risks of the Food Industry


Food processors are subject to the risks of adverse changes in general economic conditions; evolving consumer preferences and nutritional and health-related concerns; changes in food distribution channels; federal, state and localandlocal food processing controls or other mandates; consumer product liability claims; and risks of product tampering. The increased buying power of large supermarket chains, other retail outlets and wholesale food vendors could result in greater resistance to price increases and could alter the pattern of customer inventory levels and access to shelf space.

Environmental Risks


The disposal of solid and liquid waste material resulting from the preparation and processing of foods areis subject to various federal, state and local laws and regulations relating to the protection of the environment. Such laws and regulations have an important effect on the food processing industry as a whole, requiring substantially all firms in the industry to incur material expenditures for modification of existing processing facilities and for construction of upgraded or new waste treatment facilities.


We cannot predict what environmental legislation or regulations will be enacted in the future, how existing or future laws or regulations will be administered or interpreted or what environmental conditions may be found to exist. Enactment of more stringent laws or regulations or more strict interpretation of existing laws and regulations may require additional expenditures by us, some of which could be material.


Risks Resulting from Several Large Customers


We have several large customers that account for a significant portion of our sales. Our top ten customers accounted for 43%, 42%41% and 43% of our sales during fiscal years 2011, 20102013, 2012 and 2009,2011, respectively, with our largest customer accounting for 8% of our sales in 2011,2013, 8% of our sales in 2012 and 8% in 2010 and 9% in 2009.2011. Three of the ten customers are food distributors who sell our product to many end users. The loss of one or more of our large customers could adversely affect our results of operations. These customers typically do not enter into long-term contracts and make purchase decisions based on a combination of price, product quality, consumer demand and customer service performance. If our sales to one or more of these customers are reduced, this reduction may adversely affect our business. If receivables from one or more of these customers become uncollectible, our operating income would be adversely impacted.


Competition


Our businesses operate in highly competitive markets. We compete against national and regional manufacturers and distributors on the basis of price, quality, product variety and effective distribution. Many of our major competitors in the market are larger and have greater financial and marketing resources than we do. Increased competition and anticipated actions by our competitors could lead to downward pressure on prices and/or a decline in our market share, either of which could adversely affect our results. See “Competition” in Item 1 for more information about our competitors.

Risks Relating to Manufacturing

Our ability to purchase, manufacture and distribute products is critical to our success. Damage or disruption to our manufacturing or distribution capabilities due to weather, natural disaster, fire or explosion, terrorism, pandemic, political upheaval, strikes or other reasons could impair our ability to manufacture or distribute our products.

7


Our Certificate of Incorporation may inhibit a change in control that you may favor


Our Certificate of Incorporation contains provisions that may delay, deter or inhibit a future acquisition of JofJ & J Snack Foods Corp. not approved by our Board of Directors. This could occur even if our shareholders are offered an attractive value for their shares or if a substantial number or even a majority of our shareholders believe the takeover is in their best interest. These provisions are intended to encourage any person interested in acquiring us to negotiate with and obtain the approval of our Board of Directors in connection with the transaction. Provisions that could delay, deter or inhibit a future acquisition include the following:


--

a classified Board of Directors;

--

the requirement that our shareholders may only remove DirectorsremoveDirectors for cause;

--

limitations on share holdings and voting of certain persons;certainpersons;

--

special Director voting rights; and

--

the ability of the Board of Directors to consider the intereststheinterests of various constituencies, including our employees, customers, suppliers, creditors and the local communities in which we operate.


Risks Relating to the Control by Gerald B. Shreiber


Gerald B. Shreiber is the founder of the Company and the current beneficial owner of 21%20% of its outstanding stock. Our Certificate of Incorporation provides that he has three votes on the Board of Directors (subject to certain adjustments). Therefore, he and one other director have voting control of the Board. The performance of this Company is greatly impacted by his leadership and decisions. His voting control reduces the restrictions on his actions. His retirement, disability or death may have a significant impact on our future operations.

Risk Related to Product Changes


There are risks in the marketplace related to trade and consumer acceptance of product improvements, packing initiatives and new product introductions.


Risks Related to Change in the Business


Our ability to successfully manage changes to our business processes, including selling, distribution, product capacity, information management systems and the integration of acquisitions, will directly affect our results of operations.


Risks Associated with Foreign Operations


Foreign operations generally involve greater risk than doing business in the United States. Foreign economies differ favorably or unfavorably from the United States’ economy in such respects as the level of inflation and debt, which may result in fluctuations in the value of the country’s currency and real property. Further, there may be less government regulation in various countries, and difficulty in enforcing legal rights outside the United States. Additionally, in some foreign countries, there is the possibility of expropriation or confiscatory taxation limitations on the removal of property or other assets, political or social instability or diplomatic developments which could affect the operations and assets of U.S. companies doing business in that country. Sales of our foreign operations were $18,025,000, $14,301,000$23,161,000, $19,491,000 and $11,658,000$18,025,000 in fiscal years 2011, 20102013, 2012 and 2009,2011, respectively. At September 24, 2011,28, 2013, the total assets of our foreign operations were approximately $13.7$24 million or 2.5%3.7% of total assets. At September 25, 2010,29, 2012, the total assets of our foreign operations were approximately $10.4$16.3 million or 2%2.7% of total assets.

Seasonality and Quarterly Fluctuations


Our sales are affected by the seasonal demand for our products. Demand is greater during the summer months primarily as a result of the warm weather demand for our ICEE and frozen juice treats and desserts products. Because of seasonal fluctuations, there can be no assurance that the results of any particular quarter will be indicative of results for the full year or for future years.


Item 1B.Unresolved Staff Comments

Item  1B.  Unresolved Staff Comments

We have no unresolved SEC staff comments to report.

8


Item 2.Properties

Item  2.      Properties

The Company’s primary east coast manufacturing facility is located in Pennsauken, New Jersey in a 70,000 square foot building on a two-acre lot. Soft pretzels are manufactured at this Company-owned facility which also serves as the Company’s corporate headquarters. This facility operates at approximately 60%50% of capacity. The Company owns a 128,000 square foot building adjacent to itsthis manufacturing facility in Pennsauken, New Jersey.  The Company has constructedwhich contains a large freezer within this facility for warehousing and distribution purposes. The warehouse has a utilization rate of 80-90% depending on product demand. The Company also leases, through January 2022, 52,00016,000 square feet of office and warehouse space located next to the Pennsauken, New Jersey plant.


plant and owns a 43,000 square foot office and warehouse building in the same complex.

The Company owns a 150,000 square foot building on eight acres in Bellmawr, New Jersey. The facility is used by the Company to manufacture some of its products including funnel cake, pretzels churros and cookies.churros. The facility operates at about 75%65% of capacity.


The Company’s primary west coast manufacturing facility is located in Vernon (Los Angeles), California. It consists of a 137,000 square foot facility in which soft pretzels, churros and various lines of baked goods are produced and warehoused. Included in the 137,000 square foot facility is a 30,000 square foot freezer used for warehousing and distribution purposes which was constructed in 1996.purposes. The facility is leased through November 2030. The Company leases an additional 80,000 square feet of office and warehouse space, adjacent to its manufacturing facility, through November 2030. The manufacturing facility operates at approximately 50%45% of capacity.

The Company leases through June 2015 a 45,000 square foot churros manufacturing facility located in Colton, California which operates at approximately 65%60% of capacity.


The Company leases through November 2017 a 25,000 square foot frozen juice treat and dessert manufacturing facility located in Norwalk (Los Angeles), California which operates at approximately 45% of capacity.

The Company leases an 85,000 square foot bakery manufacturing facility located in Atlanta, Georgia. The lease runs through December 2020. The facility operates at about 50%55% of capacity.


The Company owns a 46,000 square foot frozen juice treat and dessert manufacturing facility and a 42,000 square foot dry storage warehouse located on six acres in Scranton, Pennsylvania. The manufacturing facility which was expanded from 26,000 square feet in 1998, operates at approximately 65% of capacity.


The Company leases a 29,600 square foot soft pretzel manufacturing facility located in Hatfield, Pennsylvania.  ThePennsylvania.The lease runs through June 2017. The facility operates at approximately 65%60% of capacity.


The Company leases a 19,20048,000 square foot soft pretzel manufacturing facility located in Carrollton, Texas. The lease runs through April 2016.2019. The facility operates at near capacity with an additional line to be added early in fiscal year 2012.approximately full capacity. The Company leases an additional property containing a 6,500 square foot storage freezer across the street from the manufacturing facility, which lease expires May 2016.


The Company leases an 18,000 square foot soft pretzel manufacturing facility located in Chambersburg, Pennsylvania. The lease runs through September 2013 with options to extend the term.2016. The facility operates at approximately 60%30% of capacity.


The Company’s fresh bakery products manufacturing facility and offices are located in Bridgeport, New Jersey inJerseyin three buildings totaling 133,000 square feet. The buildings are leased through December 2015. The manufacturing facility operates at approximately 45%55% of capacity.

The Company owns a 65,000165,000 square foot fig and fruit bar manufacturing facility located on 9-1/2 acres in Moscow Mills (St. Louis), Missouri. Upon completion of construction that is in progress and that we expect to be completed in the second fiscal quarter of 2012, the facility will increase to approximately 155,000 square feet.  The facility operates at about 60%55% of capacity.

9


The Company leases a building in Pensacola, Florida for the manufacturing, packing and warehousing of dumplings. The building is approximately 14,000 square feet and the lease runs through December 2013.2017. The manufacturing facility operates at approximately 75% of capacity.


The Company owns an 84,000 square foot handheld products manufacturing facility in Holly Ridge, North Carolina, which operates at about 35%40% of capacity.


The Company leases a 70,000 square foot handheld products manufacturing facility in Weston, Oregon, which operates at about 25%45% of capacity. The facility is leased through May 13, 2021.


The Company also leases approximately 136141 warehouse and distribution facilities in 44 states, Mexico and Canada.


Item 3. Legal Proceedings

Item 3.      Legal Proceedings

The Company has no material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the Company or any of its subsidiaries is a party or of which any of their property is subject.

Item 4.       Mine Safety Disclosures

Not Applicable


Item 4. [Removed and reserved]

10

PART II


Item 5.
Market For Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities

Item 5.Market For Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities

The Company’s common stock is traded on the NASDAQ Global Select Market under the symbol “JJSF.” The following table sets forth the high and low sale price quotations as reported by NASDAQ and dividend information for the common stock for each quarter of the years ended September 25, 201029, 2012 and September 24, 2011.

Common Stock Market Price
          
        Dividend 
  High  Low  Declared 
          
Fiscal 2010         
First quarter $44.00  $35.19  $0.1075 
Second quarter  44.90   36.80   0.1075 
Third quarter  48.51   42.56   0.1075 
Fourth quarter  45.22   37.00   0.1075 
             
Fiscal 2011            
First quarter $49.88  $41.27  $0.1175 
Second quarter  50.25   41.91   0.1175 
Third quarter  53.44   45.55   0.1175 
Fourth quarter  55.58   43.25   0.1175 

28, 2013.

                   Common Stock Market Price      
  

High

  

Low

  

Dividend

Declared

 
             

Fiscal 2012

            

First quarter

 $54.53  $45.12  $0.1300 

Second quarter

  54.17   46.73   0.1300 

Third quarter

  58.15   48.57   0.1300 

Fourth quarter

  59.80   51.91   0.1300 
             

Fiscal 2013

            

First quarter

 $65.60  $55.96  $0.1600 

Second quarter

  77.33   61.52   0.1600 

Third quarter

  80.85   72.80   0.1600 

Fourth quarter

  84.48   74.63   0.1600 

As of November 25, 2011, there were about 7,950October 23, 2013, we had 7,550 beneficial shareholders.


In our fiscal year ended September 28, 2013, we purchased and retired 204,397 shares of our common stock at a cost of $14,500,215. In our first quarter, we purchased and retired 48,255 shares at a cost of $2,762,622. In our third quarter, we purchased and retired 58,840 shares at a cost of $4,435,078. In our fourth quarter, we purchased and retired 97,302 shares at a cost of $7,302,515.

In our fiscal year ended September 29, 2012, we purchased and retired 142,038 shares of our common stock at a cost of $8,167,125.

In our fiscal year ended September 24, 2011, we did not purchase and retire any shares of our common stock. There remains 210,772

On November 8, 2012 the Company’s Board of directors authorized the purchase and retirement of an additional 500,000 shares that canof the Company’s common stock; 343,858 shares remain to be purchased under a million share buyback authorization approved by the Company's Board of Directors in February 2008.

In our fiscal year ended September 25, 2010, we purchased and retired 203,507 shares of our common stock at a cost of $7,768,000.

In our fiscal year ended September 26, 2009, we purchased and retired 450,597 shares of our common stock at a cost of $12,510,000.  Of the shares purchased and retired in 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.
that authorization.  

For information on the Company’s Equity Compensation Plans, please see Item 12 herein.

 

11


Item 6. Selected Financial Data

Stock Performance Graph

 

Item 6.     Selected Financial Data

The selected financial data for the last five years was derived from our audited consolidated financial statements. The following selected financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes thereto, especially as the information pertains to fiscal 2009, 20102011, 2012 and 2011.

2013.

   Fiscal year ended in September  
   

(In thousands except per share data)

 
                     
  

2013

  

2012

  

2011

  

2010

  

2009

 
                     

Net Sales

 $867,683  $830,796  $744,071  $696,703  $653,047 

Net Earnings

 $64,381  $54,118  $55,063  $48,409  $41,312 

Total Assets

 $645,661  $603,044  $550,816  $483,994  $439,827 

Long-Term Debt

 $-  $-  $-  $-  $- 

Capital Lease Obligations

 $347  $687  $801  $863  $381 

Stockholders' Equity

 $516,565  $475,487  $432,388  $380,575  $342,844 

Common Share Data

                    

Earnings Per Diluted Share

 $3.41  $2.86  $2.93  $2.59  $2.21 

Earnings Per Basic Share

 $3.43  $2.87  $2.95  $2.61  $2.23 

Book Value Per Share

 $27.66  $25.32  $23.09  $20.58  $18.51 

Common Shares Outstanding At Year End

  18,677   18,780   18,727   18,491   18,526 

Cash Dividends Declared Per Common Share

 $0.64  $0.52  $0.47  $0.43  $0.39 

 
  Fiscal year ended in September 
  
(In thousands except per share data)
 
                
  2011  2010  2009  2008  2007 
                
Net Sales $744,071  $696,703  $653,047  $629,359  $568,901 
Net Earnings $55,063  $48,409  $41,312  $27,908  $32,112 
Total Assets $550,816  $483,994  $439,827  $408,408  $380,288 
Long-Term  Debt $-  $-  $-  $-  $- 
Capital Lease                    
  Obligations $801  $863  $381  $474  $565 
Stockholders' Equity $432,388  $380,575  $342,844  $316,778  $295,582 
Common Share Data                    
Earnings Per Diluted                    
  Share $2.93  $2.59  $2.21  $1.47  $1.69 
Earnings Per Basic                    
  Share $2.95  $2.61  $2.23  $1.49  $1.72 
Book Value Per Share $23.09  $20.58  $18.51  $16.90  $15.80 
Common Shares Outstanding                    
  At Year End  18,727   18,491   18,526   18,748   18,702 
Cash Dividends Declared                    
  Per Common Share $0.47  $0.43  $0.39  $0.37  $0.34 

12

Item 7. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

Item 7.     Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

In addition to historical information, this document and analysis contains forward-looking statements. The forward-looking statements contained herein are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. Important factors that might cause such a difference include, but are not limited to, those discussed in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. We undertake no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof.

Critical Accounting Policies, Judgments and Estimates


We prepare our financial statements in conformity with accounting principles generally accepted in the United States of America. The preparation of such financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of those financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.


The Company discloses its significant accounting policies in the accompanying notes to its audited consolidated financial statements.


Judgments and estimates of uncertainties are required in applying the Company’s accounting policies in certain areas. Following are some of the areas requiring significant judgments and estimates: revenue recognition, accounts receivable, cash flow and valuation assumptions in performing asset impairment tests of long-lived and intangible assets, estimates of the value and useful lives of intangible assets and insurance reserves.


There are numerous critical assumptions that may influence accounting estimates in these and other areas. We base our critical assumptions on historical experience, third-party data and various other estimates we believe to be reasonable. A description of the aforementioned policies follows:


Revenue Recognition - We recognize revenue from our products when the products are shipped to our customers. Repair and maintenance equipment service revenue is recorded when it is performed provided the customer terms are that the customer is to be charged on a time and material basis or on a straight-line basis over the term of the contract when the customer has signed a service contract. Revenue is recognized only where persuasive evidence of an arrangement exists, our price is fixed or estimable 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. Off-invoice allowances are deducted directly from the amount invoiced to our customer when our products are shipped to the customer. Offsets to revenue for allowances, end-user pricing adjustments and trade spending are recorded primarily as a reduction of accounts receivable based on our estimates of liability which are based on customer programs and historical experience. These offsets to revenue are based primarily on the quantity of product purchased over specific time periods. For our Retail Supermarket and Frozen Beverages segments, we accrue for the liability based on products sold multiplied by per product offsets. Offsets to revenue for our Food Service segment are calculated in a similar manner for offsets owed to our direct customers; however, because shipments to end-users are unknown to us until reported by our direct customers or by the end-users, there is a greater degree of uncertainty as to the accuracy of the amounts accrued for end-user offsets. Additional uncertainty may occur as customers take deductions when they make payments to us. This creates complexities because our customers do not always provide reasons for the deductions taken. Additionally, customers may take deductions to which they are not entitled and the length of time customers take deductions to which they are entitled can vary from two weeks to well over a year. Because of the aforementioned uncertainties, the process to determine these estimates requires judgment. We feel that due to constant monitoring of the process, including but not limited to comparing actual results to estimates made on a monthly basis, these estimates are reasonable in all material respects. Our recorded liability for allowances, end-user pricing adjustments and trade spending was approximately $12 million and $13$10 million at September 24, 201128, 2013 and $12 million at September 25, 2010,29, 2012, respectively.

Accounts Receivable - We record accounts receivable at the time revenue is recognized. Bad debt expense is recorded in marketing and administrative expenses. The amount of the allowance for doubtful accounts is based on our estimate of the accounts receivable amount that is uncollectable. It is comprised of a general reserve based on historical experience and amounts for specific customers’ accounts receivable balances that we believe are at risk due to our knowledge of facts regarding the customer(s). We continually monitor our estimate of the allowance for doubtful accounts and adjust it monthly. We usually have approximately 1015 customers with accounts receivable balances of between $1 million to $10 million. Failure of these customers, and others with lesser balances, to pay us the amounts owed, could have a material impact on our consolidated financial statements.

 

13

Accounts receivable due from any of our customers is subject to risk. Our total bad debt expense was $423,000, $493,000$276,000 and $492,000$423,000 for the fiscal years 2012 and 2011, 2010 and 2009, respectively. We had a credit to expense of $70,000 in fiscal year 2013. At September 24, 201128, 2013 and September 25, 2010,29, 2012, our accounts receivables were $75,000,000$87,545,000 and $69,875,000$76,414,000 net of an allowance for doubtful accounts of $653,000$854,000 and $591,000.

$987,000.

Asset Impairment – We have twothree reporting units with goodwill totaling $70,070,000$76,899,000 as of September 24, 2011.28, 2013. Goodwill is not amortized but is evaluated annually by managementthe Company for impairment. OurWe perform impairment analysistests for 2011our reporting units, which is a qualitative assessment inalso the operating segment level, with recorded goodwill utilizing primarily the discounted cash flow method. This methodology used to estimate the fair value of the total Company and its reporting units requires inputs and assumptions (i.e. revenue growth, operating profit margins, capital spending requirements and discount rates) that reflect current market conditions. The estimated fair value of each reporting unit is compared to the carrying value of the reporting unit. If the carrying value of the reporting unit exceeds its fair value, the goodwill of the reporting unit is potentially impaired, and the Company then determines the implied fair value of goodwill, which we have considered historical net cash provided by operating activities and  purchases of property, plant and equipment, their relationshipis compared to the carrying value of goodwill recentto determine if impairment exists.  Our tests at September 28, 2013 show that the fair value calculationsof each of our reporting units with goodwill exceeded its carrying value. Therefore no further analysis was required.  The inputs and our assessmentassumptions used involve considerable management judgment and are based upon assumptions about expected future operating performance.  Assumptions used in these forecasts are consistent with internal planning. The actual performance of the likelihood, based on an assessment of what we know about our Company’s products and markets, costs and generalreporting units could differ from management’s estimates due to changes in business conditions, operating performance, economic conditions, that the relationship of cash flow to the carrying value of goodwill will change significantly in the foreseeable future. We have concluded that goodwill is not impaired.competition and consumer preferences. 

Licenses and rights, customer relationships and non compete agreements are being amortized by the straight-line method over periods ranging from 3 to 20 years and amortization expense is reflected throughout operating expenses.  Long-lived assets, including fixed assets and amortizing intangibles, are reviewed for impairment as events or changes in circumstances occur indicating that the carrying amount of theofthe asset may not be recoverable.  Indefinite lived intangibles are reviewed annually for impairment. Cash flow and sales analyses are used to assess impairment. The estimates of future cash flows and sales involve considerable management judgment and are based upon assumptions about expected future operating performance. Assumptions used in these forecasts are consistent with internal planning. The actual cash flows and sales could differ from management’s estimates due to changes in business conditions, operating performance, economic conditions, competition and consumer preferences. 


Useful Lives of Intangible Assets - Most of our trade names which have carrying value have been assigned an indefinite life and are not amortized because we plan to receive the benefit from them indefinitely. If we decide to curtail or eliminate the use of any of the trade names or if sales that are generated from any particular trade name do not support the carrying value of the trade name, then we would record an impairment or assign an estimated useful life and amortize over the remaining useful life. Rights such as prepaid licenses and non compete agreements are amortized over contractual periods. The useful lives of customer relationships are based on the discounted cash flows expected to be received from sales to the customers adjusted for an attrition rate. The loss of a major customer or declining sales in general could create an impairment charge.

Insurance Reserves - We have a self-insured medical plan which covers approximately 1,3001,400 of our employees. We record a liability for incurred but not yet reported or paid claims based on our historical experience of claims payments and a calculated lag time period. We maintain a spreadsheet that includes claims payments made each month according to the date the claim was incurred. This enables us to have an historical record of claims incurred but not yet paid at any point in the past. We then compare our accrued liability to the more recent claims incurred but not yet paid amounts and adjust our recorded liability up or down accordingly. Our recorded liability at September 24, 201128, 2013 and September 25, 201029, 2012 was $1,427,000$1,516,000 and $1,106,000,$1,332,000, respectively. Considering that we have stop loss coverage of $200,000 for each individual plan subscriber, the general consistency of claims payments and the short time lag, we believe that there is not a material exposure for this liability. Because of the foregoing, we do not engage a third party actuary to assist in this analysis.


We self-insure, up to loss limits, worker’s compensation and automobile liability claims. Accruals for claims under our self-insurance program are recorded on a claims-incurred basis. Under this program, the estimated liability for claims incurred but unpaid in fiscal years 20112013 and 20102012 was $1,100,000$3,200,000 and $2,200,000,$1,800,000, respectively. Our total recorded liability for all years’ claims incurred but not yet paid was $5,700,000$8,500,000 and $7,300,000$6,200,000 at September 24, 201128, 2013 and September 25, 2010,29, 2012, respectively. We estimate the liability based on total incurred claims and paid claims adjusting for loss development factors which account for the development of open claims over time. We estimate the amounts we expect to pay for some insurance years by multiplying incurred losses by a loss development factor which is based on insurance industry averages and the age of the incurred claims; our estimated liability is then the differencethedifference between the amounts we expect to pay and the amounts we have already paid for those years. Loss development factors that we use range from 1.0 to 2.0. However, for some years, the estimated liability is the difference between the amounts we have already paid for that year and the maximum we could pay under the program in effect for that particular year because the calculated amount we expect to pay is higher than the maximum. For other years, where there are few claims open, the estimated liability we record is the amount the insurance company has reserved for those claims. We evaluate our estimated liability on a continuing basis and adjust it accordingly. Due to the multi-year length of these insurance programs, there is exposure to claims coming in lower or higher than anticipated; however, due to constant monitoring and stop loss coverage of $350,000 on individual claims, we believe our exposure is not material. Because of the foregoing, we do not engage a third party actuary to assist in this analysis. In connection with these self-insurance agreements, we customarily enter into letters of credit arrangements with our insurers. At each of September 24, 201128, 2013 and September 25, 2010,29, 2012, we had outstanding letters of credit totaling $8,175,000.

 

14


Refer to Note A to the accompanying consolidated financial statements for additional information on our accounting policies.


RESULTS OF OPERATIONS


Fiscal 20112013 (52 weeks) Compared to Fiscal 2010 (522012 (53 weeks)


Net sales increased $47,368,000,$36,887,000, or 7%4%, to $744,071,000$867,683,000 in fiscal 20112013 from $696,703,000$830,796,000 in fiscal 2010.


2012. Excluding sales from the extra week in 2012, sales increased approximately 6 1/2% from 2012 to 2013.

Excluding sales from the acquisition of Parrot Ice in February 2010, California ChurrosKim & Scott’s Gourmet Pretzels in June 20102012 in the twelve months post acquisition and the frozen handheld business of ConAgra Foodsextra week in May 2011,2012, sales increased 3%approximately 6% for the year.


We have three reportable segments, as disclosed in the accompanying notes to the consolidated financial statements: Food Service, Retail Supermarkets and Frozen Beverages.


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 is considered to be the one and only key variable 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.

15


FOOD SERVICE


Sales to food service customers increased $25,756,000$39,497,000 or 6%8%, to $463,562,000$560,759,000 in fiscal 2011.2013. Excluding sales from the acquisition of California Churros and handheld sales, food serviceextra week in 2012, sales increased 2%approximately 10% from 2012 to 2013. Excluding Kim & Scott’s sales in the twelve months post acquisition and the extra week in 2012, sales increased approximately 9% for the year. Soft pretzel sales to the food service market increased 3%23% to $103,943,000$145,026,000 for the year aided by increased sales to restaurant chains, inwarehouse club stores and throughout our customer base. Increased sales to two customers accounted for approximately 1/3 of the fourth quarter.pretzel sales increase. Excluding Kim & Scott’s sales, food service soft pretzel sales increased 20% for the year. Frozen juice bar and ices sales increased $2,467,000decreased $4,982,000 or 5%9%, to $49,740,000$48,831,000 for the year primarily as the result of higherlower sales to warehouse club stores due we believe to weather and school food service accounts.accounts due to changes in USDA school food programs. We believe the impact of the changes in the USDA school food programs on our frozen juice and ices sales has bottomed out. Churro sales to food service customers increased 31%22% to $41,583,000$56,099,000 in 2011.  Without2013 with sales from California Churros, churroto one restaurant chain accounting for all of the sales for the year would have been up about 2%.increase. Sales of bakery products excluding biscuit and dumpling sales and fruit and fig bar sales, increased $9,190,000,$8,591,000, or 5%3%, for the year due primarily to increasedas sales to private label customersincreases and to school food service.  Biscuit and dumpling sales increased 4% to $34,774,000.  Sales of fig and fruit bars decreased 11% to $28,363,000 due primarily to lower sales acrossdecreases were spread throughout our customer base resulting from decreased demand.base. Handheld sales to food service customers were $8,865,000down 5% to $26,488,000 in 2011. Funnel cake and related funnel cake product sales decreased by $6,207,000 to $16,597,000 with sales to one customer down $9,570,000 or 75%.2013 as two customers accounted for all of the decrease in sales. Sales of new products in the first twelve months since their introduction were approximately $12.5$11.2 million for the year. Price increases accounted for approximately $10.5$11.6 million of sales for the year and net volume increases, including new product sales as defined above and sales resulting from the acquisitionsacquisition of California Churros and handheld sales,Kim & Scott’s, accounted for approximately $15.3$27.9 million of sales for the year. Operating income in our Food Service segment decreasedincreased from $50,220,000$49,770,000 in 20102012 to $46,171,000$65,907,000 in 2011 primarily as a result of higher ingredients2013. Operating income benefited from increased sales volume, price increases and lower ingredient and packaging costs of about $16approximately $2 million. Operating income was impacted by a product write down of $500,000 and by a $2.1 million increase in liability insurance expense from last year. The increase in insurance expense is due to an increase in claims and increased freight and distribution costs caused by higher freight rates and the integration of the handhelds business, which were partially offset by the benefit of higher pricing.

estimates for claims incurred but not yet paid.

 

RETAIL SUPERMARKETS


Sales of products to retail supermarkets increased $14,980,000decreased $7,529,000 or 20%7% to $91,099,000$102,339,000 in fiscal year 2011.2013. Excluding handheld sales from the extra week in 2012, sales increased 7%decreased approximately 5% from 2012 to 2013. Excluding Kim & Scott’s sales in the twelve months post acquisition and the extra week in 2012, sales decreased approximately 5% for the year. Soft pretzel sales to retail supermarkets were $32,044,000$34,597,000 compared to $30,463,000$33,842,000 in 20102012 on a unit volume increase of 2%. Sales of frozen juices and ices increased $3,652,000decreased $5,596,000 or 8%10% to $51,940,000$48,077,000 on a unit volume increasedecrease of about 9%. Frozen juices and ices sales were impacted by cold weather throughout the second half of the year. Coupon redemption costs, a reduction of sales, increased 13%14% or about $458,000$459,000 for the year. Handheld sales to retail supermarket customers were $9,424,000decreased 8% to $22,528,000 in 2011.2013 as two customers accounted for all of the decrease in sales. Sales of products in the first twelve months since their introduction were approximately $4.5$1.4 million in fiscal year 2011.2013. Price increases accounted for approximately $3.1$2.9 million of sales for the year and net volume increases,decreases, including new product sales as defined above and handheldKim & Scott’s sales and net of decreasedincreased coupon costs, accounted forreduced sales by approximately $12.0$10.4 million of sales for the year. Operating income in our Retail Supermarkets segment decreased from $13,316,000 in 2012 to $8,594,000 in 2013 with 84% of the decrease, or $3,982,000, coming in the fourth quarter. The fourth quarter was impacted by sharply lower sales of frozen juices and ices, which were down 26%, and by increased from $11,281,000 in 2010trade spending needed to $11,830,000 in 2011.  Operating income benefited by lower advertising expensegenerate those sales. We believe that the impact of approximately $800,000 and higher volume and pricing, whichcold weather on frozen novelties’ sales was partially offset by higher product costs related to ingredient and packaging cost increases.


widespread among manufacturers.

FROZEN BEVERAGES


Frozen beverage and related product sales increased 4%2% to $189,410,000$204,585,000 in fiscal 2011.2013. Excluding sales from the extra week in 2012, sales increased approximately 4% from 2012 to 2013. Beverage sales alone increased 4%decreased 2% to $133,372,000$132,274,000 for the year with a 31% increase in sales in Mexico accounting for over 50% of the increase.  Domestic gallonincreases and decreases throughout our customer base. Gallon sales were flatdown 4% in our base ICEE business. Service revenue increased 5%8% to $42,608,000$52,813,000 for the year with increases and decreases spread across our customer base. Sales of beverage machines, which tend to fluctuate from year to year while following no specific trend, decreasedincreased from $11,964,000$13,136,000 in 20102012 to $11,362,000$17,376,000 in 2011.2013. The estimated number of Company owned frozen beverage dispensers was 40,80044,700 and 38,60042,500 at September 24, 201128, 2013 and September 25, 2010,29, 2012, respectively. Operating income in our Frozen Beverage segment increased from $15,661,000$21,881,000 in 20102012 to $18,582,000$22,903,000 in 20112013 as a result of increased volumeservice revenue and machine sales as discussed above and controlled expenses.  Higher gasoline costs of approximately $1.4 million impacted the year’s operating income.

CONSOLIDATED

Other than as commented upon above by segment, there are no material specific reasons for the reported sales increases or decreases. Sales levels can be impacted by the appeal of our products to our customers and consumers and their changing tastes, competitive and pricing pressures, sales execution, marketing programs, seasonal weather, customer stability and general economic conditions.


Gross profit as a percentage of sales decreasedincreased to 30.88%30.35% in 20112013 from 32.69%30.11% in 2010.  Higher2012 primarily due to higher volume in our food service segment, and the margin also benefitted by lower ingredient and packaging costs of about $2.3 million. Gross profit was impacted by about $2.1 million of increased liability insurance expense compared to last year and a product write down of approximately $18 million and the mid single digit gross profit margin of handheld sales were primarily responsible for the decreased gross profit percentage.$500,000 related to a new product that was not successful. Ingredient and packaging costs can be extremely volatile and may be significantly different from what we are presently expecting and therefore we cannot project the impact of ingredient and packaging costs on our business going forward; however, there has been a very significant increase in the market cost of ingredient and packaging costs over the past eighteen months which we anticipate will result in higher costs over some portions of our fiscal year 2012.  The impact of these higher costs and increased costs in operational areas may result in lower net earnings in 2012 than in 2011.

16


forward.

Total operating expenses increased $2,543,000$680,000 to $153,191,000$165,898,000 in fiscal 20112013 but as a percentage of sales decreased a full.77 percentage pointpoints to 21%19% of sales. Marketing expenses decreased .86.65 percentage points toand remained at 9% of sales becauseas a result of reduced advertisinghigher sales and lower expenses of which about $800,000 resulted from a management and sales meeting held in our retail supermarket segment and controlled spending elsewhere.2012 which did not reoccur in 2013. Distribution expenses increased .24 percentage points to 8%as a percent of sales due to higher fuel costs and freight rates.were 7.49% in both years. Administrative expenses decreased .18 percentage pointswere 3.16% and were 3%3.15% of sales in both years.2013 and 2012, respectively. Other general expenseincome of $524,000$651,000 this year compared to other general expense of $2,087,000$458,000 in 2010.2012. Included in other general income in 2013 is $805,000 of settlement income related to prior acquisitions. Included in other general expense in 20102012 is $1.6 million for an unclaimed property assessment and $577,000$404,000 of acquisition costs. Included in other general expense in 2011 is $546,000costs and costs of acquisition costs.


relocating Kim & Scott’s operations.

Operating income decreased $579,000increased $12,437,000 or 1%15% to $76,583,000$97,404,000 in fiscal year 20112013 as a result of the aforementioned items.


Gain on

Investment income increased by $2,100,000 to $3,492,000 due to increased investments in marketable securities. We invested $80 million in the bargain purchase of a business of $6,580,000first quarter and $30 million in the third quarter resultedin mutual funds that seek current income with an emphasis on maintaining low volatility and overall moderate duration. We estimate the annual yield from the fair valuethese funds to approximate 3.5 – 3.75%. US Government Agency debt of the identifiable assets acquired$23.0 million held at September 29, 2012 which was yielding 2.0% was called in the handhelds acquisition exceeding the purchase price.

Investment income decreased by $73,000 to $1,041,000 due to the general decline in the level of interest rates.

year ended September 28, 2013.

The effective income tax rate decreased 3.51 percentage points to 35%36% from 38%37% last year.  Adjusting outyear because actual liability for last year’s taxes was less than estimated and the effect of the gain on bargain purchase of a business, the effective tax rate in 2011 is 37%.


estimate for this year’s taxes has been lowered accordingly.

Net earnings increased $6,654,000$10,263,000 or 14%19%, in fiscal 20112013 to $55,063,000,$64,381,000, or $2.93$3.41 per diluted share as a result of the aforementioned items.  Without the benefit of the gain on bargain purchase of a business, net earnings were $48,483,000 compared to $48,409,000 last year.


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.


RESULTS OF OPERATIONS

Fiscal 2010 (522012  (53  weeks)  Compared to Fiscal 20092011  (52  weeks)


Net sales increased $43,656,000,$86,725,000, or 7%12%, to $696,703,000$830,796,000 in fiscal 20102012 from $653,047,000$744,071,000 in fiscal 2009.


2011. Excluding sales from the acquisitionextra week in 2012, sales increased approximately 10% from 2011 to 2012.

Excluding sales from the acquisitions of Parrot Icethe frozen handheld business of ConAgra Foods in February 2010May 2011 and California ChurrosKim & Scott’s Gourmet Pretzels in June 2010,2012 in the twelve months post acquisitions and the extra week in 2012, sales increased 6%approximately 5% for the year.


Approximately $12.7 million, or 29%, of the increased sales were sales of funnel cake fries to one customer, which is carrying the product in virtually all of its domestic locations.  Although we are not able to provide an estimate of the sales going forward, we anticipate that these sales will be significantly less in fiscal year 2011.

We have three reportable segments, as disclosed in the accompanying notes to the consolidated financial statements: Food Service, Retail Supermarkets and Frozen Beverages.

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 is considered to be the one and only key variable 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.

17


FOOD SERVICE


Sales to food service customers increased $18,796,000,$57,700,000 or 4%12%, to $437,806,000$521,262,000 in fiscal 2010.2012. Excluding sales from the acquisition of California Churros, food serviceextra week in 2012, sales would have increased 4%approximately 10% from 2011 to 2012. Excluding handhelds and Kim & Scott’s sales in the twelve months post acquisitions and the extra week in 2012, sales increased approximately 6% for the year.  Sales of funnel cake fries to one customer accounted for over 67% of the food service sales increase. Soft pretzel sales to the food service market increased 1%14% to $100,694,000$118,014,000 for the year aided by increased sales to restaurant chains, warehouse club stores and throughout our customer base. Increased sales to one customer accounted for approximately 25% of the pretzel sales increase. Excluding Kim & Scott’s sales, food service soft pretzel sales increased 12% for the year. Frozen juice bar and ices sales decreased $2,999,000,increased $4,073,000 or 6%8%, to $47,273,000$53,813,000 for the year primarily as the result of lowerhigher sales to warehouse club stores and throughout our customer base. Increased sales to one contract packing customer accounted for about 85% of the frozen juices and to school food service accounts.ices sales increase. Churro sales to food service customers increased 8%11% to $31,732,000$45,974,000 in 2010.  Without2012 with sales from California Churros, churroincreasing generally throughout our customer base, with sales to international customers accounting for about 1/3 of the year would have been down about ½ of one percent.sales increase. Sales of bakery products excluding biscuit and dumpling sales and fruit and fig bar sales, increased $5,606,000,$24,904,000, or 3%10%, for the year due primarily to increasedas sales were spread throughout our customer base. Handheld sales to private label customers.  Biscuit and dumpling sales increased 1% to $33,326,000.  Sales of fig and fruit bars decreased 4% to $31,715,000 due primarily to lower sales to one customer who discontinued a particular product.food service customers were $27,818,000 in 2012. Funnel cake and related funnel cake product sales increaseddecreased by $14,083,000$8,564,000 to $22,804,000 primarily due to the$8,033,000 with lower sales to one customer.three customers accounting for all of the decrease. Sales of new products in the first twelve months since their introduction were approximately $29$15.2 million in fiscalfor the year. Price increases accounted for approximately $16.1 million of sales for the year 2010.  Netand net volume increases, including new product sales as defined above and sales resulting from the acquisitionacquisitions of California Churros,Kim & Scott’s and the handheld business, accounted for all but approximately $1,500,000$41.6 million of the sales increases this year. Price increases accounted for the remaining $1,500,000.year. Operating income in our Food Service segment increased from $44,960,000$46,171,000 in 20092011 to $50,220,000$49,770,000 in 20102012 primarily as a result of increased sales volume as discussed above and lower ingredientsprice increases which offset higher ingredient and packaging costscost increases of about $2 million.

$9 million and the negative impact of the sharp decline in funnel cake sales.

 

RETAIL SUPERMARKETS


Sales of products to retail supermarkets increased $10,961,000$18,769,000 or 17%21% to $76,119,000$109,868,000 in fiscal year 2010.2012. Excluding sales from the extra week in 2012, sales increased approximately 18% from 2011 to 2012. Excluding handheld sales and Kim & Scott’s sales in the twelve months post acquisitions and the extra week in 2012, sales increased approximately 2% for the year. Soft pretzel sales to retail supermarkets were $30,463,000$33,842,000 compared to $30,506,000$32,044,000 in 20092011 on a unit volume decreaseincrease of less than 1%2%.  This makes the third consecutive year of flat or modestly up or down unit sales. Sales of frozen juices and ices increased $10,469,000$1,733,000 or 28%3% to $48,288,000$53,673,000 on a unit volume increase of 24%.  Reduced trade spending of $1.5 million for the introduction of new frozen novelty items and a shift in product mix increased sales dollars in relation to the overall unit volume increases.flat volume. Coupon redemption costs, a reduction of sales, decreased 9%16% or about $354,000$635,000 for the year. Handheld sales to retail supermarket customers were $24,358,000 in 2012. Sales of products in the first twelve months since their introduction were approximately $4.2$7.0 million in fiscal year 2010.  Net2012. Price increases accounted for approximately $3.7 million of sales for the year and net volume increases, including new product sales as defined above and handheld sales and Kim & Scott’s sales and net of decreased coupon costs, and reduced trade spending for new product introductions, accounted for virtually allapproximately $15.0 million of sales for the sales increases in 2010.year. Operating income in our Retail Supermarkets segment increased from $7,442,000$11,830,000 in 20092011 to $11,281,000$13,316,000 in 20102012 primarily as a result of volume increasesdue to operating income generated by handheld sales and reduced trade spending for the introduction of new frozen novelty items.


lower coupon expense.

FROZEN BEVERAGES

Frozen beverage and related product sales increased 8%5% to $182,778,000$199,666,000 in fiscal 2010.2012. Excluding sales from the acquisition of Parrot Ice,extra week in 2012, sales would have increased 7% for the year.approximately 4% from 2011 to 2012. Beverage sales alone increased 13%2% to $128,125,000$135,436,000 for the year with increased sales to two new customersincreases and one existingdecreases throughout our customer sales from Parrot Ice and a 26% increase in sales in Mexico accounting for over 80% of the increase.  Gallonbase. Domestic gallon sales were up 10%flat in our base ICEE business with sales to three customers accounting for almost all of the increase.business. Service revenue decreased 4%increased 15% to $40,410,000$49,115,000 for the year with declinesincreases and decreases spread across our customer base. Sales of beverage machines, which tend to fluctuate from year to year while following no specific trend, increased from $11,729,000$11,362,000 in 20092011 to $11,964,000$13,136,000 in 2010.2012. The estimated number of Company owned frozen beverage dispensers was 38,60042,500 and 35,70040,800 at September 25, 201029, 2012 and September 26, 2009,24, 2011, respectively. Operating income in our Frozen Beverage segment increased from $14,536,000$18,582,000 in 20092011 to $15,661,000$21,881,000 in 20102012 as a result of increased volumesales as discussed above.above and controlled expenses. Higher gasoline costs of approximately $867,000$900,000 impacted the year’s operating income.

CONSOLIDATED


Other than as commented upon above by segment, there are no material specific reasons for the reported sales increases or decreases. Sales levels can be impacted by the appeal of our products to our customers and consumers and their changing tastes, competitive and pricing pressures, sales execution, marketing programs, seasonal weather, customer stability and general economic conditions.

Gross profit as a percentage of sales increaseddecreased to 32.69%30.11% in 20102012 from 31.98%30.88% in 2009.  Lower2011. Higher ingredient and packaging costs compared to last year of approximately $2.2$10 million and the benefitlower gross profit margin of higher volumes leveraging our fixed manufacturing costs and reduced trade spending for new product introductions in our Retail Supermarket segmenthandheld sales were primarily responsible for the increaseddecreased gross profit percentage. Without this handhelds impact, gross profit as a percentage of sales would have been roughly the same for 2011 and 2012. Ingredient and packaging costs can be extremely volatile and may be significantly different from what we are presently expecting and therefore we cannot project the impact of ingredient and packaging costs on our business going forward; however, there has been a very significant increase in the market cost of flour and packaging as well as other commoditieslesser used ingredients over the past six months which we anticipate will result in higher costs over some portions of our fiscal year 2011.  The impact of these higher costs and increased costs in operational areas may result in lower net earnings in 2011 than in 2010.

18


2013.

Total operating expenses increased $8,712,000$12,027,000 to $150,618,000$165,218,000 in fiscal 2010 and2012 but as a percentage of sales decreased .11 of a.70 percentage point and remained at 22%points to 20% of sales. Marketing expenses decreased .29.30 percentage points to 10%and remained at 9% of sales. Distribution expenses decreased .13.23 percentage points to 7% of sales. Administrative expenses decreased .15 percentage points and were about 3-1/2%3% of sales in both years. The drops in percentages were generally because of increased sales. Other general expense of $2,087,000$458,000 this year compared to other general incomeexpense of $5,000$524,000 in 2009.2011. Included in other general expense this yearin 2012 is $1.6 million for an unclaimed property assessment and $577,000$404,000 of acquisition costs and costs of relocating Kim & Scott’s operations. Included in other general expense in 2011 is $546,000 of acquisition costs.

Operating income for the year was impacted by approximately $800,000 of costs of a management and sales meeting held in October 2011, which has historically been held every five years.

Operating income increased $10,224,000$8,384,000 or 15%11% to $77,162,000$84,967,000 in fiscal year 20102012 as a result of the aforementioned items.

 

Gain on the bargain purchase of a business of $6,580,000 in 2011 resulted from the fair value of the identifiable assets acquired in the handhelds acquisition exceeding the purchase price.

Investment income decreasedincreased by $272,000$351,000 to $1,114,000$1,392,000 due to the general declineincreased investments in the level of interest rates.


marketable securities.

The effective income tax rate decreased 1.42increased 2.78 percentage points to 38%37% from 39%35% last year. About 2/3Adjusting out the effect of this decreasethe gain on bargain purchase of a business, the effective tax rate in 2011 was from the reduction of $750,000 of unrecognized tax benefits.


37%.

Net earnings increased $7,097,000,decreased $945,000 or 17%2%, in fiscal 20102012 to $48,409,000,$54,118,000, or $2.59$2.86 per diluted share as a result of the aforementioned items.


Without the benefit of the gain on bargain purchase of a business in 2011, net earnings were $48,483,000 in 2011 compared to $54,118,000 this year.

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.


ACQUISITIONS


On January 9, 2007, we acquired the assets of Hom/Ade Foods, Inc. Hom/Ade Foods, Inc., based in Pensacola, Florida is a manufacturer and distributor of biscuits and dumplings sold under the MARY B’s and private label store brands predominantly to the retail supermarket trade.  Annual sales of the business were approximately $30 million for the year ended December 2006.

On January 31, 2007, we acquired the assets of Radar, Inc.  Radar, Inc. is a manufacturer and seller of fig and fruit bars selling its products under the brand DADDY RAY’S.  Headquartered and with its manufacturing facility in Moscow Mills, Missouri (outside of St. Louis), Radar, Inc. had annual sales of approximately $23 million dollars selling to the retail grocery segment and mass merchandisers, both branded and private label.
On April 2, 2007, we acquired the WHOLE FRUIT Sorbet and FRUIT-A-FREEZE Frozen Fruit Bar brands, along with related assets including a manufacturing facility located in Norwalk, California, selling primarily to the supermarket industry.  Sales for 2007 were $2,429,000.

On June 25, 2007, we acquired the assets of an ICEE distributor in Kansas with annual sales of less than $1 million.

In February 2010, we acquired the assets of Parrot Ice, a manufacturer and distributor of a premium brand frozen beverage sold primarily in convenience stores.  Revenues from Parrot Ice were approximately $1.5 million for our 2010 fiscal year.

On June 10, 2010 we acquired the assets of California Churros, Inc., a manufacturer and seller of premium brand churros selling its products under the brand CALIFORNIA CHURROS. Headquartered and with its manufacturing facility in Colton, CA, California Churros had sales of approximately $2.5 million in our 2010 fiscal year.

19


In May 2011, we acquired the frozen handheld business of ConAgra Foods. This business had sales of approximately $50 million over the prior twelve months to food service and retail supermarket customers and sales of $18.3 million in our 2011 fiscal year from the acquisition date.  We do not expect this

In June 2012, we acquired the assets of Kim & Scott’s Gourmet Pretzels, Inc., a manufacturer and seller of a premium brand soft pretzel. This business to contribute operating income to the Companyhad sales of approximately $8 million over the short term.


prior twelve months to food service and retail supermarket customers, and had sales of approximately $1.8 million in our 2012 fiscal year from the acquisition date.

These acquisitions were accounted for under the purchase method of accounting, and their operations are included in the accompanying consolidated financial statements from their respective acquisition dates.


LIQUIDITY AND CAPITAL RESOURCES


Although there are many factors that could impact our operating cash flow, most notably net earnings, we believe that our future operating cash flow, along with our borrowing capacity, our current cash and cash equivalent balances and our investment securities is sufficient to fund future growth and expansion. See Note C to these financial statements for a discussion of our investment securities.


Fluctuations in the value of the Mexican and Canadian currencies and the resulting translation of the net assets of our Mexican and Canadian subsidiaries caused an increase of $1,060,000$571,000 in accumulated other comprehensive loss in 2011 and2013, a decrease of $577,000$782,000 in 2010accumulated other comprehensive loss in 2012 and an increase of $1,428,000$1,060,000 in 2009.2011. In 2011,2013, sales of the two subsidiaries were $18,025,000$23,161,000 as compared to $14,301,000$19,491,000 in 20102012 and $11,658,000$18,025,000 in 2009.

2011.

In our fiscal year ended September 28, 2013, we purchased and retired 204,397 shares of our common stock at a cost of $14,500,215. In our first quarter, we purchased and retired 48,255 shares at a cost of $2,762,622. In our third quarter, we purchased and retired 58,840 shares at a cost of $4,435,078. In our fourth quarter, we purchased and retired 97,302 shares at a cost of $7,302,515.

In our fiscal year ended September 29, 2012, we purchased and retired 142,038 shares of our common stock at a cost of $8,167,125.

In our fiscal year ended September 24, 2011, we did not purchase and retire any shares of our common stock. There remains 210,772 shares that can be purchased under a million share buyback authorization approved by the Company's Board of Directors in February 2008.

 
In our fiscal year ended September 25, 2010, we purchased and retired 203,507 shares of our common stock at a cost of $7,768,000.

In our fiscal year ended September 26, 2009, we purchased and retired 450,597 shares of our common stock at a cost of $12,510,000.  Of the shares purchased and retired in 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 November 2011, we entered into an amendment and modification to an amended and restated loan agreement with our existing banks which provides for up to a $50,000,000 revolving credit facility repayable in November 2016. The agreement contains restrictive covenants and requires commitment fees in accordance with standard banking practice. There were no outstanding balances under the prior facility at September 24, 2011 and28, 2013 or at September 25, 2010.29, 2012. The significant financial covenants are:

.

Tangible net worth must initially be more than $294million.

 .
.

Total funded indebtedness divided by earnings beforeinterest expense, income taxes, depreciation and amortizationandamortization shall not be greater than 2.25 to 1.


We were in compliance with the financial covenants described above at September 24, 2011.


28, 2013.

We self-insure, up to loss limits, certain insurable risks such as worker's compensation and automobile liability claims. Accruals for claims under our self-insurance program are recorded on a claims-incurred basis. Under this program, the estimated liability for claims incurred but unpaid in fiscal years 20112013 and 20102012 was $1,100,000$3,200,000 and $2,200,000,$1,800,000, respectively. In connection with certain self-insurance agreements, we customarily enter into letters of credit arrangements with our insurers. At each of September 24, 201128, 2013 and September 25, 2010,29, 2012, we had outstanding letters of credit totaling $8,175,000.

20

The following table presents our contractual cash flow commitments on long-term debt, operating leases construction contracts and purchase commitments for raw materials and packaging. See Notes to the consolidated financial statements for additional information on our long-term debt and operating leases.

  
Payments Due by Period
 
  (in thousands) 
     Less          
     Than  1-3  4-5  After 
  Total  1 Year  Years  Years  5 Years 
                  
Long-term debt, including current maturities
 $-  $-  $-  $-  $- 
Capital lease obligations
  801   278   422   65   36 
Purchase commitments  60,000   60,000   -   -   - 
Construction Contracts  4,300   4,300   -   -   - 
Operating leases  49,298   8,809   12,451   7,377   20,661 
Total $114,399  $73,387  $12,873  $7,442  $20,697 

  Payments Due by Period 
  (in thousands) 
  

Total

  

Less

Than

1 Year

  

1-3

Years

  

4-5

Years

  

After

5 Years

 
                     

Long-term debt, includingcurrent maturities

 $-  $-  $-  $-  $- 

Capital lease obligations

  347   211   100   36   - 

Purchase commitments

  40,000   40,000   -   -   - 

Operating leases

  45,420   8,556   13,365   7,877   15,622 

Total

 $85,767  $48,767  $13,465  $7,913  $15,622 

The purchase commitments do not exceed our projected requirements over the related terms and are in the normal course of business.


Fiscal 20112013 Compared to Fiscal 2010


2012

Cash and cash equivalents and marketable securities held to maturity and available for sale increased $38,539,000,$26,855,000, or 33%15%, to $154,985,000$207,265,000 from a year ago for reasons described below.

Accounts receivables, net increased $5,125,000,$11,131,000, or 7%15%, to $75,000,000$87,545,000 in 20112013. On a days’ outstanding basis, the balance a year ago was at an unusually low level; the increase this year is partly due to primarily increased sales levels in our fourth quarter which resulted primarily froma bounceback and partly due to the handhelds acquisition.composition of the receivables. Inventories increased $12,831,000$2,024,000 or 25%3% to $63,461,000$71,785,000 in 20112013 primarily due to higher unit costs of inventory and inventory of handhelds which accounted for over 60% of the increase.


inventory.

Prepaid expenses and other decreasedincreased to $4,196,000$3,284,000 from $6,067,000$2,220,000 last year because of higher estimated federal income tax payments made in 2010 prior to the enactment of the law extending bonus depreciation.


requirements for prepayments by various vendors.

Net property, plant and equipment increased $14,558,000$5,620,000 to $124,650,000$147,164,000 because purchases of fixed assetsproperty, plant and equipment for the improvement and expansion of our manufacturing capabilities and frozen carbonated beverage business exceeded depreciation on existing assets,assets. Included in purchases of property, plant and becauseequipment in 2013 is approximately $5.4 million for equipment additions at our manufacturing facility in Moscow Mills, MO which essentially completes the multi-year expansion of the addition of $11,036,000 in fixed assets acquired in the handhelds acquisition.that facility.


Goodwill remained the same at $76,899,000.

Other intangible assets, less accumulated amortization decreased $3,279,000$4,452,000 to $52,005,000$44,012,000 due entirely to intangible assets of $1,532,000 acquired in the handhelds acquisition net of amortization expense of $4,811,000.


Accounts payable$4,452,000.

Marketable securities available for sale and accrued liabilitiesheld to maturity increased $3,904,000by $83,708,000 to $109,920,000 as we invested $110 million into mutual funds designed to generate current income while maintaining a low volatility and overall moderate duration.

Accrued insurance liability increased $2,130,000 due to increased levels of businessincreases in insurance company estimates for incurred but not yet paid claims under our insurance liability programs for prior years and higher purchase costs of ingredients and packaging.


claims levels during 2013.

Accrued compensation expense increased 5%4% to $12,859,000$13,671,000 due to an increase in our employee base and a general increase in the level of pay rates.


Deferred income tax liabilities increased by $10,649,000$309,000 to $41,050,000$45,183,000 which related primarily to amortization of goodwill and other intangible assets and depreciation of property, plant and equipment and deferred taxes of $4,137,000 resulting from the gain on bargain purchase of a business.


assets.

Other long-term liabilities at September 24, 201128, 2013 include $973,000$438,000 of gross unrecognized tax benefits which decreased from $1,249,000$541,000 a year ago due to reductions for tax positions of prior years.

21


Common stock increased $6,564,000decreased $8,495,000 to $45,017,000$34,516,000 in 20112013 because repurchases of our common stock of $14,500,000 exceeded increases totaling $6,564,000$6,005,000 from the exercise of incentive and nonqualified stock options, stock issued under our stock purchase plan for employees, stock issued under our deferred stock plan and share-based compensation expense.

Net cash provided by operating activities increased $12,448,000decreased $2,877,000 to $80,456,000$86,548,000 in 20112013 primarily because of a decrease in prepaid expenses and other of $1,870,000 compared to an increase in prepaid expense and other of $4,101,000 in 2010, an increase of accounts receivablereceivables in 2013 of $5,231,000 in 2011$11,148,000 compared to an increase of $8,629,000$605,000 in 20102012 and an increase in deferred income taxesaccounts payable and accrued liabilities of $6,108,000$578,000 in 20112013 compared to an increase of $3,219,000$5,248,000 in 2010.


2012 which more than offset increased net earnings of $10,263,000 and other positive factors.

Net cash used in investing activities increased $22,450,000$111,519,000 to $63,905,000$120,837,000 in 20112013 from $41,455,000$9,318,000 in 20102012 primarily because net purchases of marketable securities of $25,725,000$85,934,000 in 20112013 compared to net proceeds from marketable securities of $16,866,000$41,294,000 in 2010.  This change of $42,591,000 was partially offset by lower spending of $16,379,000 and $4,407,000 on the purchase of companies and property, plant and equipment, respectively.

2012.

Net cash used in financing activities of $3,407,000$22,360,000 in 20112013 compared to net cash used by financing activities of $12,609,000$13,800,000 in 2010.2012. The decreaseincrease was caused primarily by increased payments of $6,333,000 to repurchase common stock and increased dividend payments of $1,919,000.

In 2013, the major variables in determining our net increase in cash and cash equivalents and marketable securities were our net earnings, depreciation and amortization of fixed assets, increase in accounts receivable, purchases of property, plant and equipment, payments of cash dividend and the repurchase of common stock. Other variables which in the past have had a decreasesignificant impact on our change in cash and cash equivalents are proceeds from borrowings and payments of $7,768,000long-term debt and purchases of companies. As discussed in results of operations, our net earnings may be influenced by many factors. Depreciation and amortization of fixed assets is primarily determined by past purchases of property, plant and equipment although it could be impacted by a significant acquisition. Purchases of property, plant and equipment are primarily determined by our ongoing normal manufacturing and marketing requirements but could be increased significantly for manufacturing expansion requirements or large frozen beverage customer needs. From time to time, we have repurchased common stock and we anticipate that we will do so again in the future. We are actively seeking acquisitions that could be a significant use of cash. Although we have no long-term debt at September 28, 2013, we may borrow in the future depending on our needs.


Fiscal 2012 Compared to Fiscal 2011

Cash and cash equivalents and marketable securities held to maturity increased $25,425,000, or 16%, to $180,410,000 from a year ago for reasons described below.

Accounts receivables, net increased $1,414,000, or 2%, to $76,414,000 in 2012 due to increased sales levels in our fourth quarter which was offset by improved collections. Inventories increased $6,300,000 or 10% to $69,761,000 in 2012 due to higher unit costs of inventory and increased inventory requirements due to increased sales.

Prepaid expenses and other decreased to $2,220,000 from $4,196,000 last year because of higher estimated federal income tax payments made in 2011 prior to the enactment of the law extending bonus depreciation which resulted in prepaid income taxes of $1,814,000 at September 2011.

Net property, plant and equipment increased $16,894,000 to $141,544,000 because purchases of property, plant and equipment for the improvement and expansion of our manufacturing capabilities and frozen carbonated beverage business exceeded depreciation on existing assets, and because of the addition of $724,000 in fixed assets acquired in the Kim & Scott’s acquisition. Included in purchases of property, plant and equipment in 2012 is approximately $6.5 million for a building addition at our manufacturing facility in Moscow Mills, MO and $7.5 million for pretzel lines added at our facilities in Bellmawr, NJ and Carrollton, TX.

Goodwill increased to $76,899,000 because of $6,829,000 acquired in the Kim & Scott’s acquisition.

Other intangible assets, less accumulated amortization decreased $3,541,000 to $48,464,000 due to intangible assets of $436,000 acquired in the Kim & Scott’s acquisition and a separate purchase of a $500,000 intangible asset, net of amortization expense of $4,477,000.

Accounts payable and accrued liabilities increased $5,057,000 due to increased levels of business and higher purchase costs of ingredients and packaging, and because of an accrued liability of $962,000 for income taxes that existed on September 2012 compared to none at September 2011.

Accrued compensation expense increased 2% to $13,151,000 due to an increase in our employee base and a general increase in the level of pay rates.

Deferred income tax liabilities increased by $3,824,000 to $44,874,000 which related primarily to amortization of goodwill and other intangible assets and depreciation of property, plant and equipment.

Other long-term liabilities at September 29, 2012 include $825,000 of gross unrecognized tax benefits which decreased from $973,000 a year ago due to reductions for tax positions of prior years.

Common stock decreased $2,006,000 to $43,011,000 in 2012 because repurchases of our common stock of $8,167,000 exceeded increases totaling $6,161,000 from the exercise of incentive and nonqualified stock options, stock issued under our stock purchase plan for employees, stock issued under our deferred stock plan and share-based compensation expense.

Net cash provided by operating activities increased $8,969,000 to $89,425,000 in 2012 primarily because of an increase of accounts receivable of $605,000 in 2012 compared to an increase of $5,231,000 in 2011 and an increase in deferred income taxes of $3,108,000 in 2012 compared to an increase of $6,108,000 in 2011. Additionally, net earnings in 2011 included a gain on bargain purchase of a business of $6,580,000 which did not contribute to cash provided by operating activities.

Net cash used in investing activities decreased $54,587,000 to $9,318,000 in 2012 from $63,905,000 in 2011 primarily because net proceeds from redemption and sales of marketable securities of $41,294,000 in 2012 compared to net purchases of marketable securities of $25,725,000 in 2011. This change of $67,019,000 was partially offset by higher spending of $13,676,000 on purchases of property, plant and equipment.

Net cash used in financing activities of $13,800,000 in 2012 compared to net cash used by financing activities of $3,407,000 in 2011. The increase was caused primarily by $8,167,000 of payments to repurchase common stock.

stock and increased dividend payments of $1,009,000.

 

In 2011,2012, the major variables in determining our net increase in cash and cash equivalents and marketable securities were our net earnings, depreciation and amortization of fixed assets, purchases of property, plant and equipment, purchases of companies, payments of cash dividend and the repurchase of common stock. Other variables which in the past have had a significant impact on our change in cash and cash equivalents are proceeds from borrowings and payments of long-term debt. As discussed in results of operations, our net earnings may be influenced by many factors. Depreciation and amortization of fixed assets is primarily determined by past purchases of property, plant and equipment although it could be impacted by a significant acquisition. Purchases of property, plant and equipment are primarily determined by our ongoing normal manufacturing and marketing requirements but could be increased significantly for manufacturing expansion requirements or large frozen beverage customer needs. From time to time, we have repurchased common stock and we anticipate that we will do so again in the future. We are actively seeking acquisitions that could be a significant use of cash. Although the balance of ourwe have no long-term debt is $0 at September 24, 2011,29, 2012, we may borrow in the future depending on our needs.

Fiscal 2010 Compared to Fiscal 2009

Cash and cash equivalents and marketable securities held to maturity decreased $2,544,000, or 2%, to $116,446,000 from a year ago.

Trade receivables increased $8,449,000, or 14%, to $68,183,000 in 2010 due primarily to increased sales levels in our fourth quarter.  Inventories increased $4,626,000 or 10% to $50,630,000 in 2010 due to increased sales levels and an increase in equipment parts needed to support our frozen beverage business.

Prepaid expenses and other increased to $6,067,000 from $1,910,000 last year because of estimated federal income tax payments made prior to the enactment of the law extending bonus depreciation.

Net property, plant and equipment increased $12,919,000 to $110,092,000 because purchases of fixed assets for the improvement and expansion of our manufacturing capabilities and frozen carbonated beverage business exceeded depreciation on existing assets, and because of the addition of $3,508,000 in fixed assets acquired in acquisitions and the purchase of a distribution freezer warehouse building which had previously been leased, for a purchase price of $5,794,000.

Other intangible assets, less accumulated amortization increased $6,159,000 to $55,284,000 due to intangible assets of $10,846,000 acquired in acquisitions net of amortization of $4,687,000.Item 7A.  

Goodwill increased $9,756,000 to $70,070,000 from September 26, 2009 to September 25, 2010 as a result of the acquisition of California Churros.

Accounts payable and accrued liabilities increased $2,484,000 due to increased levels of business.
22


Accrued compensation expense increased 5% to $12,244,000 due to an increase in our employee base, a general increase in the level of pay rates and higher bonuses due to be paid.

Deferred income tax liabilities increased by $3,368,000 to $30,401,000 which related primarily to amortization of goodwill and other intangible assets and depreciation of property, plant and equipment.
Other long-term liabilities at September 25, 2010 include $1,249,000 of gross unrecognized tax benefits which decreased from $1,895,000 a year ago due to reductions for tax positions of prior years.

Common stock decreased $3,324,000 to $38,453,000 in 2010 because increases totaling $4,444,000 from the exercise of incentive and nonqualified stock options, stock issued under our stock purchase plan for employees, stock issued under our deferred stock plan and share-based compensation expense were less than the repurchase of common stock of $7,768,000 by $3,324,000.

Net cash provided by operating activities decreased $12,625,000 to $68,008,000 in 2010 primarily because of increases in accounts receivable, inventories and prepaid expenses and other of $8,629,000, $4,422,000 and $4,101,000, respectively, compared to decreases in accounts receivable, inventories and prepaid expenses and other in 2009 of $1,144,000, $2,993,000 and $37,000, respectively.  The net change in accounts receivable and inventories of $21,326,000 was partially offset by higher net earnings of $7,097,000 and higher depreciation and amortization of fixed assets of $1,835,000.

Net cash used in investing activities decreased $6,370,000 to $41,455,000 in 2010 from $47,825,000 in 2009 primarily because of increased proceeds from marketable securities, net of purchases, which netted $16,866,000 compared to net purchases of marketable securities of $20,976,000 in 2009; which were partially offset by payments for purchases of companies, net of cash acquired in 2010, of $25,185,000 and by increased purchases of property, plant and equipment of $6,341,000 in 2010 compared to 2009.

Net cash used in financing activities of $12,609,000 in 2010 compared to net cash used by financing activities of $15,740,000 in 2009.  The decrease was caused by a decrease of $4,742,000 in payments to repurchase common stock.
In 2010, the major variables in determining our net increase in cash and cash equivalents and marketable securities were our net earnings, depreciation and amortization of fixed assets, purchases of property, plant and equipment, purchases of companies, payments of cash dividend and the repurchase of common stock. Other variables which in the past have had a significant impact on our change in cash and cash equivalents are proceeds from borrowings and payments of long-term debt. As discussed in results of operations, our net earnings may be influenced by many factors. Depreciation and amortization of fixed assets is primarily determined by past purchases of property, plant and equipment although it could be impacted by a significant acquisition. Purchases of property, plant and equipment are primarily determined by our ongoing normal manufacturing and marketing requirements but could be increased significantly for manufacturing expansion requirements or large frozen beverage customer needs. From time to time, we have repurchased common stock and we anticipate that we will do so again in the future. We are actively seeking acquisitions that could be a significant use of cash.  Although the balance of our long-term debt is $0 at September 25, 2010, we may borrow in the future depending on our needs.
Item 7A.Quantitative And Qualitative Disclosures About Market Risk

Quantitative And Qualitative Disclosures About Market Risk

The following is the Company’s quantitative and qualitative analysis of its financial market risk:


Interest Rate Sensitivity


The Company has in the past entered into interest rate swaps to limit its exposure to interest rate risk and may do so in the future if the Board of Directors feels that such non-trading purpose is in the best interest of the Company and its shareholders. As of September 24, 2011,28, 2013, the Company had no interest rate swap contracts.


Interest Rate Risk


At September 24, 2011,28, 2013, the Company had no long-term debt obligations.

23


Purchasing Risk


The Company’s most significant raw material requirements include flour, shortening, corn syrup, sugar, juice, cheese, chocolate, and a variety of nuts. The Company attempts to minimize the effect of future price fluctuations related to the purchase of raw materials primarily through forward purchasing to cover future manufacturing requirements, generally for periods from 1 to 12 months. Future contracts are not used in combination with forward purchasing of these raw materials. The Company’s procurement practices are intended to reduce the risk of future price increases, but also may potentially limit the ability to benefit from possible price decreases.

Foreign Exchange Rate Risk


The Company has not entered into any forward exchange contracts to hedge its foreign currency rate risk as of September 24, 2011,28, 2013, because it does not believe its foreign exchange exposure is significant.


Item 8. Financial Statements And Supplementary Data

Item 8.     Financial Statements And Supplementary Data

The financial statements of the Company are filed under this Item 8, beginning on page F-1 of this report.


Item 9. Changes In And Disagreements With Accountants OnAccounting And Financial Disclosure

Item 9.     Changes In And Disagreements With Accountants On Accounting And Financial Disclosure

None.


Item 9A.Controls And Procedures

Item 9A.  Controls And Procedures

Disclosure Controls and Procedures


We carried out an evaluation under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), as amended for financial reporting, as of September 24, 2011.28, 2013. Based on that evaluation, our chief executive officer and chief financial officer concluded that these controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported as specified in Securities and Exchange Commission rules and forms. There were no changes in these controls or procedures identified in connection with the evaluation of such controls or procedures that occurred during our last fiscal quarter, or in other factors that have materially affected, or are reasonably likely to materially affect these controls or procedures. There were no changes in the Company’s internal controls over financial reporting that occurred during our last fiscal quarter.

 

Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission. These disclosure controls and procedures include, among other things, controls and procedures designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.


Management’s Report on Internal Control over Financial Reporting


Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, the chief executive officer and chief financial officer and effected by the board of directors and management to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

24


 ·

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;


 ·●  Provide reasonable assurance that transactions arerecorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of our management and board of directors;

 ·

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


Our management assessed the effectiveness of our internal control over financial reporting as of September 24, 2011.28, 2013. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.


Framework (1992).

Based on our assessment, our management believes that, as of September 24, 2011,28, 2013, our internal control over financial reporting is effective. There have been no changes that occurred during our fourth quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our independent registered public accounting firm, Grant Thornton LLP, audited our internal control over financial reporting as of September 24, 2011.28, 2013.  Their report, dated December 6, 2011,November 26, 2013, expressed an unqualified opinion on our internal control over financial reporting.  That report appears in Item 15 of Part IV of this Annual Report on Form 10-K and is incorporated by reference to this Item 9A.


Item 9B. Other Information

Item 9B.     Other Information

There was no information required on Form 8-K during the quarter that was not reported.


PART III

Item 10. Directors, Executive Officers and CorporateGovernance

Item 10.     Directors, Executive Officers and CorporateGovernance

Portions of the information concerning directors and executive officers, appearing under the captions “Information Concerning Nominees For Election To Board” and “Information Concerning Continuing Directors And Executive Officers” and information concerning Section 16(a) Compliance appearing under the caption “Compliance with Section 16(a) of the Securities Exchange Act of 1934” in the Company’s Proxy Statement filed with the Securities and Exchange Commission in connection with the Annual Meeting of Shareholders to be held on February 8, 201218, 2014 (“20102013 Proxy Statement”) is incorporated herein by reference.

Portions of the information concerning the Audit Committee, the requirement for an Audit Committee Financial Expert and the Nominating Committee in the Company’s 20102013 Proxy Statement filed with the Securities and Exchange Commission in connection with the Annual Meeting of Shareholders to be held on February 8, 201218, 2014 is incorporated herein by reference.


The Company has adopted a Code of Ethics pursuant to Section 406 of the Sarbanes-Oxley Act of 2002, which applies to the Company’s principal executive officer and senior financial officer. The Company has also adopted a Code of Business Conduct and Ethics which applies to all employees. The Company will furnish any person, without charge, a copy of the Code of Ethics upon written request to J & J Snack Foods Corp., 6000 Central Highway, Pennsauken, New Jersey 08109, Attn: Dennis Moore. A copy of the Code of Ethics can also be found on our website atwww.jjsnack.comwww.jjsnack.com. Any waiver of any provision of the Code of Ethics granted to the principal executive officer or senior financial officer may only be granted by a majority of the Company’s disinterested directors. If a waiver is granted, information concerning the waiver will be posted on our websitewww.jjsnack.comwww.jjsnack.com for a period of 12 months.

25

Item 11. Executive Compensation

Item 11.     Executive Compensation

Information concerning executive compensation appearing in the Company’s 20112013 Proxy Statement under the caption “Management Remuneration” is incorporated herein by reference.


The following is a list of the executive officers of the Company and their principal past occupations or employment. All such persons serve at the pleasure of the Board of Directors and have been elected to serve until the Annual Meeting of Shareholders on February 8, 201218, 2014 or until their successors are duly elected.

NameAgeAgePosition
   

Gerald B. Shreiber

 71

69

Chairman of the Board,President, Chief Executive OfficerExecutiveOfficer and Director

   

Dennis G. Moore

 57

56

Senior Vice President, ChiefFinancial Officer, Secretary,Treasurer and Director

   

Robert M. Radano

 64

62

Senior Vice President,Sales and Chief Operating OfficerOperatingOfficer

   

Dan Fachner

 53

51

President of The ICEE CompanySubsidiary

   

Gerard G. Law

 39

37

Senior Vice President andAssistant to the President

   

Robert J. Pape

 56

54

Senior Vice President Sales

Gerald B. Shreiber is the founder of the Company and has served as its Chairman of the Board, President, and Chief Executive Officer since its inception in 1971. His term as a director expires in 2015.


Dennis G. Moore joined the Company in 1984. He served in various controllership functions prior to becoming the Chief Financial Officer in June 1992. His term as a director expires in 2012.


2017.

Robert M. Radano joined the Company in 1972 and in May 1996 was named Chief Operating Officer of the Company. Prior to becoming Chief Operating Officer, he was Senior Vice President, Sales responsible for national food service sales of J & J.

 

Dan Fachner has been an employee of ICEE-USA Corp., which was acquired by the Company in May 1987, since 1979. He was named Senior Vice President of The ICEE Company in April 1994 and became President in May 1997.


Gerard G. Law joined the Company in 1992.  He served in various manufacturing and sales management capacities prior to becoming Senior Vice President, Western Operations in 2009.  He was named to his present position in 2011 in which he has responsibility for marketing, research and development and overseeing a number of the manufacturing facilities of J & J. 


Robert J. Pape joined the Company in 1998. He served in various sales and sales management capacities prior to becoming Senior Vice President Sales in 2010.

Item 12. Security Ownership Of Certain Beneficial Owners AndManagement And Related Stockholder Matters

Item 12.     Security Ownership Of Certain Beneficial Owners AndManagement And Related Stockholder Matters

Information concerning the security ownership of certain beneficial owners and management appearing in the Company’s 20112013 Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners and Management” is incorporated herein by reference.

26


The following table details information regarding the Company’s existing equity compensation plans as of September 24, 2011.


  ( a )  ( b )  ( c ) 
Plan Category 
Number of securities to be issued upon exercise of outstanding options, warrants and rights
  
Weighted-average exercise price of outstanding options, warrants and rights
  
Number of Securities Remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) )
 
        
Equity compensation plans approved by security holders
  559,287  $37.55   1,054,000 
             
Equity compensation plans not approved by security holders
  -   -   - 
             
Total  559,287  $37.55   1,054,000 
Column C includes 473,000 from a stock option plan that has been replaced subsequent to September 24, 2011.  That plan has been replaced by a plan, subject to shareholder approval in February 2012, that has 800,000 shares available for future issuance as of the date of this Form 10-K.

Item 13. Certain Relationships And Related Transactions, andDirector Independence

28, 2013.

 
  

( a )

  

( b )

  

( c )

 

Plan Category

 

Number of

securities to

be issued upon

exercise of

outstanding

options,

warrants and

rights

  

Weighted-

average

exercise

price of

outstandng

options,

warrants and

rights

  

Number of

Securities

Remaining

available for

future

issuance under

equity

compensation

plans

(excluding

securities

reflected in

column (a) )

 
             

Equity compensation plans approvedby security holders

  499,023  $48.46   1,161,000 
             

Equity compensation plans notapproved by security holders

  -   -   - 
             

Total

  499,023  $48.46   1,161,000 

Item 13.     Certain Relationships And Related Transactions, andDirector Independence

Information concerning the Certain Relationships and Related Transactions, and Director Independence in the Company’s 20112013 Proxy Statement is incorporated herein by reference.

Item 14.Principal Accounting Fees And Services

Item 14.    Principal Accounting Fees And Services

Information concerning the Principal Accountant Fees and Services in the Company’s 20112013 Proxy Statement is incorporated herein by reference.


PART IV


Item 15. Exhibits, Financial Statement Schedules

Item 15.     Exhibits, Financial Statement Schedules

(a)        The following documents are filed as part of this Report:

(1)     Financial Statements


The financial statements filed as part of this report are listed on the Index to Consolidated Financial Statements and Financial Statements Schedule on page F-1.


(2)     Financial Statement Schedule – Page S-1


Schedule II – Valuation and Qualifying Accounts


All other schedules are omitted either because they are not applicable or because the information required is contained in the financial statements or notes thereto.

27


(b)        Exhibits


3.1

Amended and Restated Certificate of Incorporation filed February 28, 1990 (Incorporated by reference from the Company’s Form 10-Q dated May 4, 1990).


 3.2**
3.2**

Revised Bylaws adopted November 19, 2007.2013.

 4.3

Amended and Restated Loan Agreement dated DecemberdatedDecember 1, 2006 by and among J & J Snack Foods Corp.FoodsCorp. and Certain of its Subsidiaries and CitizensandCitizens Bank of Pennsylvania, as Agent (IncorporatedAgent(Incorporated by reference from the Company’s Form 10-K dated December 6, 2006).

4.4**

4.4

First Amendment and Modification to AmendedAmendment and Restated Loan Agreement.Agreement (Incorporated by reference from the Company’s Form 10-K dated December 7, 2011).

 
10.2*
10.2*

J & J Snack Foods Corp. Stock Option Plan (IncorporatedPlan(Incorporated by reference from the Company’s Definitive Proxy Statement dated December 19, 2002)21, 2011).

 
10.3*
Adoption Agreement for MFS Retirement Services, Inc. Non-Standardized 401(K) Profit Sharing Plan and Trust, effective September 1, 2004 (Incorporated by reference from the Company’s Form 10-K dated December 6, 2006).

 
10.4*
J & J Snack Foods Corp. Directors’ and Consultants’ Deferred Compensation Plan adopted November 21, 2005 (Incorporated by reference from the Company’s Form 10-K dated December 6, 2006).

 10.7

Lease dated August 29, 1995 between J & J Snack Foods Corp. and 5353 Downey Associated Ltd. for the lease of the Vernon, CA facility (Incorporated by reference from the Company’s Form 10-K dated December 21,  1995).


 
10.8*
10.8*

J & J Snack Foods Corp. Employee Stock Purchase Plan (Incorporated by reference from the Company’s Form S-8 dated May 16, 1996).


 10.11

Amendment No. 1 to Lease dated August 29, 1995 between1995between J & J Snack Foods Corp. and 5353 Downey Associated Ltd. for the lease of the Vernon, CA facility (Incorporated by reference from the Company’s Form 10-K dated December 18, 2002).


 10.14

Leases and amendments to leases between Liberty Venture I, LP and J & J Snack Foods Corp. for the three buildings located in Bridgeport, New Jersey (Incorporated by reference from the Company’s Form 10-K dated  December 8, 2009).


 10.15

Amendment No. 2 to Lease dated August 29, 1995 between1995between J & J Snack Foods Corp. and 5353 Downey Associated Ltd. for the lease of the Vernon, CA facility (Incorporated by reference from the Company's Form 10-K dated December 6, 2010).

 10.16

Amendment to Lease dated January 1, 1996 between Country Home Bakers, LLC and Borck Associates Limited Partnership for the lease of the Atlanta, GA facility (Incorporated by reference from the Company's Form 10-k dated December 6, 2011).


14.1

Code of Ethics Pursuant to Section 406 of theSarbanes-OxleytheSarbanes-Oxley Act of 2002(Incorporated2002 (Incorporated by reference from the Company’s 10-Q dated July 20, 2004).


 
21.1**

Subsidiaries of J & J Snack Foods Corp.


 
23.1**

Consent of Independent Registered Public Accounting Firm.


 
31.1**

Certification Pursuant to Section 302 of the Sarbanes-OxleytheSarbanes-Oxley Act of 2002.


 
31.2**

Certification Pursuant to Section 302 of the Sarbanes-OxleytheSarbanes-Oxley Act of 2002.


 
32.1**

Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002.


 
32.2**

Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002.

28

 101.1*
101**

The following financial information from J&J Snack Foods Corp.'s Form 10-K for the year ended September 24, 2011,28, 2013, formatted in XBRL (eXtensible Business Reporting Language):

(i)

Consolidated Balance Sheets,

(ii)

Consolidated Statements of Earnings,

(iii)

Consolidated Statements of Comprehensive Income,     

(iv) 
(ii)Consolidated Balance Sheets
(iii)

Consolidated Statements of Cash  Flows,          and

(v) 
(iv)

Consolidated Statement of Changes in Stockholders' Equity and

(vi) 

The Notes to the Consolidated Financial Statements

_____________

*Compensatory Plan

**Filed Herewith

 


*Compensatory Plan
**Filed Herewith
29

SIGNATURES

Pursuant to the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused report to be signed on its behalf by the undersigned, thereunto duly authorized.


J & J SNACK FOODS CORP.

December 6, 2011 

November 26, 2013

By:

By

/s/ Gerald B. Shreiber

Gerald B. Shreiber,

Chairman of the Board,

President, Chief Executive

Officer and Director

(Principal Executive Officer)


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

November 26, 2013

/s/ Gerald B. Shreiber

Gerald B. Shreiber,

Chairman of the Board,

President, Chief Executive

Officer and Director

(Principal Executive Officer)

November 26, 2013

/s/ Dennis G. Moore

Dennis G. Moore, Senior Vice

  /s/ Gerald B. Shreiber

President, Chief Financial

 
December 6, 2011  
Gerald B. Shreiber,
Chairman of the Board,
President, Chief Executive

Officer and Director

(Principal ExecutiveFinancial Officer)

(Principal Accounting Officer)

 
    

November 26, 2013

/s/ Sidney R. Brown

  /s/ Dennis G. Moore
December 6, 2011Dennis G. Moore, Senior Vice
President, Chief Financial
Officer and

Sidney R. Brown, Director

(Principal Financial Officer)
(Principal Accounting Officer)

 
    
November 26, 2013 /s/ Sidney R. Brown Peter G. Stanley 
December 6, 2011 Sidney R. Brown,

Peter G. Stanley, Director

 
    
November 26, 2013 /s/ Peter G. Stanley 
December 6, 2011 Peter G. Stanley, DirectorVincent A. Melchiorre 
  
/s/ Leonard M. Lodish 
December 6, 2011 Leonard M. Lodish,

Vincent A. Melchiorre, Director

 


 
30



J & J SNACK FOODS CORP.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

AND FINANCIAL STATEMENT SCHEDULE

Financial

Financial Statements:

  

Report of Independent Registered Public Accounting Firm

AccountingFirm   

F-2

  

Consolidated Balance Sheets as of September 24, 2011 and28, 2013and September 25, 2010

29, 2012  

F-3

  

Consolidated Statements of Earnings for the fiscal years endedyearsended September 28, 2013, September 29, 2012 andSeptember 24, 2011 September 25, 2010 and September 26, 2009

F-4

  

Consolidated Statements of Comprehensive Incomefor the fiscal years ended September 28, 2013,September 29, 2012 and September 24, 2011   

F-5

Consolidated Statement of Changes in Stockholders’ EquityEquityfor the fiscal years ended September 28, 2013,September 29, 2012 and September 24, 2011 

F-6

Consolidated Statements of Cash Flows for the fiscal years ended September 24, 2011,28, 2013, September 25, 201029, 2012 and September 26, 200924, 2011   

F-5

F-7

  

Notes to Consolidated Financial Statements of Cash Flows for fiscal years ended September 24, 2011, September 25, 2010 and September 26, 2009

F-6

F-8

  
Notes to Consolidated

Financial StatementsStatement Schedule:

F-7

  
Financial Statement Schedule:

Schedule II – Valuation and Qualifying Accounts

S-1


 
F-1



Report of Independent Registered Public Accounting Firm


Shareholders and Board of Directors

J&J Snack Foods Corp. and Subsidiaries


We have audited the accompanying consolidated balance sheets of J&J Snack Foods Corp. and Subsidiaries as of September 24, 201128, 2013 and September 25, 2010,29, 2012, and the related consolidated statements of earnings, comprehensive income, changes in stockholders’ equity, and cash flows for each of the three fiscal years in the period ended September 24, 201128, 2013 (52 weeks, 5253 weeks, and 52 weeks, respectively).  Our audits of the basic consolidated financial statements included the consolidated financial statement schedule, listed in the index appearing under Item 15. We have also audited J&J Snack Foods Corp. and Subsidiaries’ internal control over financial reporting as of September 24, 2011,28, 2013, based on criteria established inInternal Control-Integrated Framework (1992), issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  J&J Snack Foods Corp. and Subsidiaries’ management is responsible for these consolidated financial statements and financial statement schedule, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.  Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule and an opinion on J&J Snack Foods Corp. and Subsidiaries’ internal control over financial reporting based on our audits.


We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects.  Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audits also included performing such other procedures as we considered necessary in the circumstances.  We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of J&J Snack Foods Corp. and Subsidiaries as of September 24, 201128, 2013 and September 25, 2010,29, 2012, and the consolidated results of itstheir operations and itstheir consolidated cash flows for each of the three fiscal years in the period ended September 24, 201128, 2013 (52 weeks, 5253 weeks, and 52 weeks, respectively) in conformity with accounting principles generally accepted in the United States of America.  Also, in our opinion, the related consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. In our opinion, J&J Snack Foods Corp. and Subsidiaries maintained, in all material respects, effective internal control over financial reporting as of September 24, 2011,28, 2013, based on criteria established inInternal Control-Integrated Framework, (1992) issued by COSO.


/s/  Grant Thornton  LLP

Philadelphia,  Pennsylvania

November  26,  2013

December 6, 2011
 

F-2


J & J SNACK FOODS CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
       
  September 24,  September 25, 
  2011  2010 
Assets      
Current assets      
  Cash and cash equivalents $87,479  $74,665 
  Marketable securities held to maturity
  25,506   15,481 
  Accounts receivable, net  75,000   69,875 
  Inventories, net  63,461   50,630 
  Prepaid expenses and other  4,196   6,067 
  Deferred income taxes  4,208   3,813 
     Total current assets  259,850   220,531 
         
Property, plant and equipment, at cost  446,856   414,403 
  Less accumulated depreciation and amortization
  322,206   304,311 
   124,650   110,092 
         
Other assets        
  Goodwill  70,070   70,070 
  Other intangible assets, net  52,005   55,284 
  Marketable securities held to maturity  42,000   26,300 
  Other  2,241   1,717 
   166,316   153,371 
  $550,816  $483,994 
         
Liability and Stockholder's Equity        
Current Liabilities        
  Current obligations under capital leases $278  $244 
  Accounts payable  55,918   52,338 
  Accrued liabilities  4,593   4,269 
  Accrued compensation expense  12,859   12,244 
  Dividends payable  2,200   1,986 
     Total current liabilities  75,848   71,081 
         
Long-term obligations under capital leases  523   619 
Deferred income taxes  41,050   30,401 
Other long-term liabilities  1,007   1,318 
         
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 18,727,000 and 18,491,000 respectively
  45,017   38,453 
Accumulated other comprehensive loss  (3,914)  (2,854)
Retained Earnings  391,285   344,976 
   432,388   380,575 
  $550,816  $483,994 
         
The accompanying notes are an integral part of these statements.        
F-3

J & J SNACK FOODS CORP. AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF EARNINGS 
 
(in thousands, except per share information) 
  
     Fiscal year ended    
          
  September 24,  September 25,  September 26, 
  2011  2010  2009 
  (52 weeks)  (52 weeks)  (52 weeks) 
          
Net Sales $744,071  $696,703  $653,047 
Cost of goods sold (1)
  514,297   468,923   444,203 
Gross Profit  229,774   227,780   208,844 
             
Operating expenses            
Marketing (2)
  70,637   72,103   69,493 
Distribution (3)
  57,462   52,146   49,705 
Administrative (4)
  24,568   24,282   22,713 
Other general expense (income)  524   2,087   (5)
   153,191   150,618   141,906 
Operating Income  76,583   77,162   66,938 
             
Other income (expenses)            
Gain on bargain purchase of a business
  6,580   -   - 
Investment income  1,041   1,114   1,386 
Interest expense & other  (138)  (179)  (115)
             
Earnings before income taxes
  84,066   78,097   68,209 
             
Income taxes  29,003   29,688   26,897 
             
NET EARNINGS $55,063  $48,409  $41,312 
             
Earnings per diluted share $2.93  $2.59  $2.21 
             
Weighted average number of diluted shares
  18,789   18,703   18,713 
             
Earnings per basic share $2.95  $2.61  $2.23 
             
Weighted average number of basic shares
  18,672   18,528   18,516 
(1)Includes share-based compensation expense of $157 for the year ended September 24, 2011, $182 for the year ended September 25, 2010, and $211 for the year ended September 26, 2009.
(2)Includes share-based compensation expense of $347 for the year ended September 24, 2011, $448 for the year ended September 25, 2010, and $729 for the year ended September 26, 2009.
(3)Includes share-based compensation expense of $18 for the year ended September 24, 2011, $21 for the year ended September 25, 2010, and $21 for the year ended September 26, 2009.
(4)Includes share-based compensation expense of $396 for the year ended September 24, 2011, $597 for the year ended September 25, 2010, and $755 for the year ended September 26, 2009.

J & J SNACK FOODS CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

  

September 28,

2013

  

September 29,

2012

 

Assets

        

Current assets

        

Cash and cash equivalents

 $97,345  $154,198 

Marketable securitiesheld to maturity

  256   1,214 

Accounts receivable, net

  87,545   76,414 

Inventories, net

  71,785   69,761 

Prepaid expenses and other

  3,284   2,220 

Deferred income taxes

  4,502   4,261 

Total current assets

  264,717   308,068 
         

Property, plant and equipment, at cost

  510,442   483,873 

Less accumulated depreciationand amortization

  363,278   342,329 
   147,164   141,544 
         

Other assets

        

Goodwill

  76,899   76,899 

Other intangible assets, net

  44,012   48,464 

Marketable securities held to maturity

  2,000   24,998 

Marketable securities available for sale

  107,664   - 

Other

  3,205   3,071 
   233,780   153,432 
  $645,661  $603,044 
         

Liability and Stockholder's Equity

        

Current Liabilities

        

Current obligations under capital leases

 $211  $340 

Accounts payable

  50,906   52,755 

Accrued insurance liability

  9,954   7,824 

Accrued income taxes

  1,740   962 

Accrued liabilities

  3,769   4,027 

Accrued compensation expense

  13,671   13,151 

Dividends payable

  2,988   2,446 

Total current liabilities

  83,239   81,505 
         

Long-term obligations under capital leases

  136   347 

Deferred income taxes

  45,183   44,874 

Other long-term liabilities

  538   831 
         

Stockholders' Equity

        

Preferred stock, $1 par value; authorized10,000,000 shares; none issued

  -   - 

Common stock, no par value; authorized,50,000,000 shares; issued and outstanding18,677,000 and 18,780,000 respectively

  34,516   43,011 

Accumulated other comprehensive loss

  (5,930)  (3,132)

Retained Earnings

  487,979   435,608 
   516,565   475,487 
  $645,661  $603,044 

The accompanying notes are an integral part of these statements.

 

F-4

J & J SNACK FOODS CORP. AND SUBSIDIARIES 
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY 
(in thousands) 
                   
        Accumulated          
        Other          
  Common Stock  Comprehensive  Retained     Comprehensive 
  Shares  Amount  Loss  Earnings  Total  Income 
                   
Balance at September 28, 2008  18,748  $48,415  $(2,003) $270,366  $316,778    
Issuance of common stock upon exercise of stock options
  198   3,284   -   -   3,284    
Issuance of common stock for employee stock purchase plan
  26   687   -   -   687    
Foreign currency translation adjustment
  -   -   (1,428)  -   (1,428) $(1,428)
Issuance of common stock under deferred stock plan
  5   368   -   -   368     
Dividends declared  -   -   -   (7,180)  (7,180)    
Share-based compensation  -   1,533   -   -   1,533     
Repurchase of common stock  (451)  (12,510)  -   -   (12,510)    
Net earnings  -   -   -   41,312   41,312   41,312 
Comprehensive income  -   -   -   -   -  $39,884 
                         
Balance at September 26, 2009  18,526  $41,777  $(3,431) $304,498  $342,844     
Issuance of common stock upon exercise of stock options
  142   2,325   -   -   2,325     
Issuance of common stock for employee stock purchase plan
  22   726   -   -   726     
Foreign currency translation adjustment
  -   -   577   -   577  $577 
Issuance of common stock under deferred stock plan
  5   280   -   -   280     
Dividends declared  -   -   -   (7,931)  (7,931)    
Share-based compensation  -   1,113   -   -   1,113     
Repurchase of common stock  (204)  (7,768)  -   -   (7,768)    
Net earnings  -   -   -   48,409   48,409   48,409 
Comprehensive income  -   -   -   -   -  $48,986 
                         
Balance at September 25, 2010  18,491  $38,453  $(2,854) $344,976  $380,575     
Issuance of common stock upon exercise of stock options
  214   4,608   -   -   4,608     
Issuance of common stock for employee stock purchase plan
  20   769   -   -   769     
Foreign currency translation adjustment
  -   -   (1,060)  -   (1,060) $(1,060)
Issuance of common stock to directors
  2   75   -   -   75     
Dividends declared          -   (8,754)  (8,754)    
Share-based compensation      1,112   -   -   1,112     
Repurchase of common stock  -   -   -   -   -     
Net earnings  -   -   -   55,063   55,063   55,063 
Comprehensive income  -   -   -   -   -  $54,003 
                         
Balance at September 24, 2011  18,727  $45,017  $(3,914) $391,285  $432,388     
                         
The accompanying notes are an integral part of this statement.
F-5

J & J SNACK FOODS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
          
     Fiscal Year Ended    
          
  September 24,  September 25,  September 26, 
  2011  2010  2009 
  (52 weeks)  (52 weeks)  (52 weeks) 
          
Operating activities:         
Net earnings $55,063  $48,409  $41,312 
Adjustments to reconcile net earnings to net cash provided by operating activities:
            
Depreciation of fixed assets  25,046   24,498   22,663 
Amortization of intangibles and deferred costs
  5,188   5,354   5,090 
Losses(gains) from disposals and impairment of property & equipment
  52   (14)  (31)
Share-based compensation  918   1,248   1,716 
Gain on bargain purchase of a business  (6,580)  -   - 
Deferred income taxes  6,108   3,219   3,839 
Changes in assets and liabilities net of effects from purchase of companies:
            
(Increase)decrease in accounts receivable  (5,231)  (8,629)  1,144 
(Increase)decrease in inventories  (6,262)  (4,422)  2,993 
Decrease(increase) in prepaid expenses and other  1,870   (4,101)  37 
Increase in accounts payable and accrued liabilities
  4,284   2,446   1,870 
Net cash provided by operating activities  80,456   68,008   80,633 
Investing activities:            
Payments for purchases of companies, net of cash acquired
  (8,806)  (25,185)  - 
Purchases of property, plant and equipment
  (29,124)  (33,531)  (27,190)
Purchases of marketable securities  (63,293)  (50,496)  (66,380)
Proceeds from redemption and sales of marketable securities
  37,568   67,362   10,204 
Proceeds from redemption and sales of auction market preferred stock
  -   -   35,200 
Proceeds from disposal of property and equipment
  394   407   326 
Other  (644)  (12)  15 
Net cash used in investing activities  (63,905)  (41,455)  (47,825)
Financing activities:            
Payments to repurchase common stock  -   (7,768)  (12,510)
Proceeds from issuance of common stock  5,377   3,051   3,971 
Payments on capitalized lease obligations  (244)  (143)  (93)
Payment of cash dividend  (8,540)  (7,749)  (7,108)
Net cash used in financing activities  (3,407)  (12,609)  (15,740)
Effect of exchange rate on cash and cash equivalents
  (330)  378   (990)
Net increase in cash and cash equivalents  12,814   14,322   16,078 
Cash and cash equivalents at beginning of year
  74,665   60,343   44,265 
Cash and cash equivalents at end of year
 $87,479  $74,665  $60,343 
             
The accompanying notes are an integral part of these statements.            
F-6

J & J SNACK FOODS CORP. AND SUBSIDIARESSUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

(in thousands, except per share information)

  Fiscal Year Ended 
          
  

September 28,

2013

(52 weeks)

  

September 29,

2012

(53 weeks)

  

September 24,

2011

(52 weeks)

 
             

Net Sales

 $867,683  $830,796  $744,071 

Cost of goods sold(1)

  604,381   580,611   514,297 

Gross Profit

  263,302   250,185   229,774 
             

Operating expenses

            

Marketing (2)

  74,076   76,318   70,637 

Distribution(3)

  65,025   62,250   57,462 

Administrative(4)

  27,448   26,192   24,568 

Other general (income) expense

  (651)  458   524 
   165,898   165,218   153,191 

Operating Income

  97,404   84,967   76,583 
             

Other income (expenses)

            

Gain on bargain purchaseof a business

  -   -   6,580 

Investment income

  3,492   1,392   1,041 

Interest expense & other

  (106)  (73)  (138)
             

Earnings beforeincome taxes

  100,790   86,286   84,066 
             

Income taxes

  36,409   32,168   29,003 
             

NET EARNINGS

 $64,381  $54,118  $55,063 
             

Earnings per diluted share

 $3.41  $2.86  $2.93 
             

Weighted average numberof diluted shares

  18,878   18,917   18,789 
             

Earnings per basic share

 $3.43  $2.87  $2.95 
             

Weighted average number ofbasic shares

  18,785   18,854   18,672 

(1)

Includes share-based compensation expense of $463 for the year ended September 28, 2013, $270 for the year ended September 29, 2012 and $157 for the year ended September 24, 2011.

(2)

Includes share-based compensation expense of $635 for the year ended September 28, 2013, $403 for the year ended September 29, 2012 and $347 for the year ended September 24, 2011.

(3)

Includes share-based compensation expense of $30 for the year ended September 28, 2013, $27 for the year ended September 29, 2012 and $18 for the year ended September 24, 2011.

(4)

Includes share-based compensation expense of $742 for the year ended September 28, 2013, $546 for the year ended September 29, 2012 and $396 for the year ended September 24, 2011.

The accompanying notes are an integral part of these statements.


J&J SNACK FOODS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 (in thousands)

  

September 28,

2013

(52 weeks)

  

Sepember 29,

2012

(53 weeks)

  

September 24,

2011

(52 weeks)

 
             

Net Earnings

 $64,381  $54,118  $55,063 
             

Foreign currency translation adjustments

  (571)  782   (1,060)

Unrealized holding loss on marketable securities

  (2,227)  -   - 
             

Total Other Comprehensive (Loss) Income, net of tax

  (2,798)  782   (1,060)
             

Comprehensive Income

 $61,583  $54,900  $54,003 


J & J SNACK FOODS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

 (in thousands)

  

Common Stock

  

Accumulated

Other

Comprehensive

  

Retained

     
  

Shares

  

Amount

  

Loss

  

Earnings

  

Total

 

Balance at September 25, 2010

  18,491  $38,453  $(2,854) $344,976  $380,575 

Issuance of common stock uponexercise of stock options

  214   4,608   -   -   4,608 

Issuance of common stock foremployee stock purchase plan

  20   769   -   -   769 

Foreign currency translationadjustment

  -   -   (1,060)  -   (1,060)

Issuance of common stock todirectors

  2   75   -   -   75 

Dividends declared

  -   -   -   (8,754)  (8,754)

Share-based compensation

  -   1,112   -   -   1,112 

Repurchase of common stock

  -   -   -   -   - 

Net earnings

  -   -   -   55,063   55,063 
                     

Balance at September 24, 2011

  18,727  $45,017  $(3,914) $391,285  $432,388 

Issuance of common stock uponexercise of stock options

  105   3,332   -   -   3,332 

Issuance of common stock foremployee stock purchase plan

  20   896   -   -   896 

Foreign currency translationadjustment

  -   -   782   -   782 

Issuance of common stock underdeferred stock plan

  70   687   -   -   687 

Dividends declared

  -   -   -   (9,795)  (9,795)

Share-based compensation

  -   1,246   -   -   1,246 

Repurchase of common stock

  (142)  (8,167)  -   -   (8,167)

Net earnings

  -   -   -   54,118   54,118 
                     

Balance at September 29, 2012

  18,780  $43,011  $(3,132) $435,608  $475,487 

Issuance of common stock uponexercise of stock options

  80   2,905   -   -   2,905 

Issuance of common stock foremployee stock purchase plan

  20   1,043   -   -   1,043 

Foreign currency translationadjustment

  -   -   (571)  -   (571)

Unrealized holding loss onmarketable securities

  -   -   (2,227)  -   (2,227)

Issuance of common stock underdeferred stock plan

  1   103   -   -   103 

Dividends declared

  -   -   -   (12,010)  (12,010)

Share-based compensation

  -   1,954   -   -   1,954 

Repurchase of common stock

  (204)  (14,500)  -   -   (14,500)

Net earnings

  -   -   -   64,381   64,381 
                     

Balance at September 28, 2013

  18,677  $34,516  $(5,930) $487,979  $516,565 

The accompanying notes are an integral part of this statement


 J & J SNACK FOODS CORP. AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

  

Fiscal Year Ended

 
    
  

September 28,

2013

(52 weeks)

  

September 29,

2012

(53 weeks)

  

September 24,

2011

(52 weeks)

 
             

Operating activities:

            

Net earnings

 $64,381  $54,118  $55,063 

Adjustments to reconcile net earnings to net cash provided byoperating activities:

            

Depreciation of fixed assets

  28,801   26,175   25,046 

Amortization of intangibles and deferred costs

  4,751   4,762   5,188 

Losses (gains) from disposals and impairment of property & equipment

  126   (146)  52 

Share-based compensation

  1,870   1,246   918 

Gain on bargain purchase of a business

  -   -   (6,580)

Deferred income taxes

  74   3,108   6,108 

Changes in assets and liabilities, net of effects from purchaseof companies:

            

Increase in accounts receivable, net

  (11,148)  (605)  (5,231)

Increase in inventories

  (1,819)  (6,463)  (6,262)

(Increase) decrease in prepaid expenses and other

  (1,067)  1,982   1,870 

Increase in accounts payable and accrued liabilities

  579   5,248   4,284 

Net cash provided by operating activities

  86,548   89,425   80,456 

Investing activities:

            

Payments for purchases of companies, net of cash acquired

  -   (7,900)  (8,806)

Purchases of property, plant and equipment

  (35,821)  (42,800)  (29,124)

Purchases of marketable securities

  (111,241)  (68,450)  (63,293)

Proceeds from redemption and sales of marketable securities

  25,307   109,744   37,568 

Proceeds from disposal of property and equipment

  1,199   1,038   394 

Other

  (281)  (950)  (644)

Net cash used in investing activities

  (120,837)  (9,318)  (63,905)

Financing activities:

            

Payments to repurchase common stock

  (14,500)  (8,167)  - 

Proceeds from issuance of common stock

  3,948   4,228   5,377 

Payments on capitalized lease obligations

  (340)  (312)  (244)

Payment of cash dividend

  (11,468)  (9,549)  (8,540)

Net cash used in financing activities

  (22,360)  (13,800)  (3,407)

Effect of exchange rates on cash and cash equivalents

  (204)  412   (330)

Net (decrease) increase in cash and cash equivalents

  (56,853)  66,719   12,814 

Cash and cash equivalents at beginning of year

  154,198   87,479   74,665 

Cash and cash equivalents at end of year

 $97,345  $154,198  $87,479 

The accompanying notes are an integral part of these statements.


J & J SNACK FOODS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A  –  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


J & J Snack Foods Corp. and Subsidiaries (the Company) manufactures, markets and distributes a variety of nutritional snack foods and beverages to the food service and retail supermarket industries. A summary of the significant accounting policies consistently applied in the preparation of the accompanying consolidated financial statements follows.


1.    Principles of Consolidation


The consolidated financial statements include the accounts of J & J Snack Foods Corp. and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated in the consolidated financial statements.


2.    Revenue Recognition


We recognize revenue from our products when the products are shipped to our customers. Repair and maintenance equipment service revenue is recorded when it is performed provided the customer terms are that the customer is to be charged on a time and material basis or on a straight-line basis over the term of the contract when the customer has signed a service contract. Revenue is recognized only where persuasive evidence of an arrangement exists, our price is fixed or estimable 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.


Our recorded liability for allowances, end-user pricing adjustments and trade spending was approximately $10 million at September 28, 2013 and $12 million at September 29, 2012.

All amounts billed to customers related to shipping and handling are classified as revenues. Our product costs include amounts for shipping and handling, therefore, we charge our customers 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. The cost of shipping products to the customer classified as Distribution expenses was $57,462,000, $52,146,000$65,025,000, $62,250,000 and $49,705,000$57,462,000 for the fiscal years ended 2013, 2012 and 2011, 2010 and 2009, respectively.


During the years ended September 28, 2013, September 29, 2012 and September 24, 2011, September 25, 2010 and September 26, 2009, we sold $18,711,000, $16,185,000$22,836,000, $20,324,000 and $16,745,000,$18,711,000, respectively, of repair and maintenance service contracts related toin our frozen beverage machines.business. At September 24, 201128, 2013 and September 25, 2010,29, 2012, deferred income on repair and maintenanceandmaintenance service contracts was $1,383,000$1,454,000 and $1,416,000,$1,398,000, respectively, of which $34,000$45,000 and $67,000$6,000 is included in other long-term liabilities as of September 24, 201128, 2013 and September 25, 2010,29, 2012, respectively and the balance is reflected as short-term and included in accrued liabilities on the consolidated balance sheet. Repair and maintenance service contract income of $18,744,000, $16,192,000$22,780,000, $20,309,000 and $16,451,000$18,744,000 was recognized for the fiscal years ended 2013, 2012 and 2011, 2010 and 2009, respectively.

3.   Foreign Currency


Assets and liabilities in foreign currencies are translated into U.S. dollars at the rate of exchange prevailing at the balance sheet date. Revenues and expenses are translated at the average rate of exchange for the period. The cumulative translation adjustment is recorded as a separate component of stockholders’ equity and changes to such are included in comprehensive income.


4.   Use of Estimates


In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.


5.   Cash Equivalents


Cash equivalents are short-term, highly liquid investments with original maturities of three months or less.

 

F-7

J & J SNACK FOODS CORP. AND SUBSIDIARES

SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(continued)

NOTE A  –  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

POLICIES- (continued)

6.   Concentrations of Credit Risk and Accounts Receivable


We maintain cash balances at financial institutions located in various states. OurWe have cash balances at two banks totalling approximately $55 million that is in bank accounts which are insured by the Federal Deposit Insurance Corporation with no limit.


excess of FDIC insurance of $250,000 per bank.

Financial instruments that could potentially subject us to concentrations of credit risk are trade accounts receivable; however, such risks are limited due to the large number of customers comprising our customer base and their dispersion across geographic regions. We usually have approximately 1015 customers with accounts receivable balances of between $1 million and $7$10 million.

We have several large customers that account for a significant portion of our sales. Our top ten customers accounted for 43%, 42%41% and 43% of our sales during fiscal years 2011, 20102013, 2012 and 2009,2011, respectively, with our largest customer accounting for 8% of our sales in 2011,2013, 8% of our sales in 2012 and 8% in 2010 and 9% in 2009.2011. Three of the ten customers are food distributors who sell our product to many end users.


The majority of our accounts receivable are due from trade customers. Credit is extended based on evaluation of our customers’ financial condition and collateral is not required. Accounts receivable payment terms vary and are stated in the financial statements at amounts due from customers net of an allowance for doubtful accounts. At September 28, 2013 and September 29, 2012, our accounts receivables were $87,545,000 and $76,414,000 net of an allowance for doubtful accounts of $854,000 and $987,000. Accounts receivable outstanding longer than the payment terms are considered past due. We determine our allowance by considering a number of factors, including the length of time trade accounts receivable are past due, our previous loss history, customers’ current ability to pay their obligations to us, and the condition of the general economy and the industry as a whole. We write off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for doubtful accounts.


7.   Inventories


Inventories are valued at the lower of cost (determined by the first-in, first-out or weighted-average method) or market. We recognize abnormal amounts of idle facilities, freight, handling costs, and spoilage as charges of the current period.  Additionally, we allocate fixed production overheadsoverhead to inventories based on the normal capacity of our production facilities.  We calculate normal capacity as the production expected to be achieved over a number of periods or seasons under normal circumstances, taking into account the loss of capacity resulting from planned maintenance. This requires us to use judgment to determine when production is outside the range of expected variation in production (either abnormally low or abnormally high).  In periods of abnormally low production (for example, periods in which there is significantly lower demand, labor and material shortages exist, or there is unplanned equipment downtime) the amount of fixed overhead allocated to each unit of production is not increased.  However, in periods of abnormally high production the amount of fixed overhead allocated to each unit of production is decreased to assure inventories are not measured above cost.


We review for slow moving and obsolete inventory and a reserve is established for the value of inventory that we estimate will not be used. At September 24, 201128, 2013 and September 25, 2010,29, 2012, our reserve for inventory was $4,615,000$4,449,000 and $4,189,000,$3,883,000, respectively.

8.   Investment Securities


We classify our investment securities in one of three categories: held to maturity, trading, or available for sale; however, we have classified our auction market preferred stock separately in our statement of cash flows because of the failure of the auction market beginning in February 2008.  The balance of oursale. Our investment portfolio at September 28, 2013, consists solely of investments classified as held to maturity.maturity and available for sale. The mutual funds in our available for sale portfolio 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. See Note C for further information on our holdings of investment securities.


J & J SNACK FOODS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE A  –  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES- (continued)

9.  Depreciation and Amortization

Depreciation of equipment and buildings is provided for by the straight-line method over the assets’ estimated useful lives. We review our equipment and buildings to ensure that they provide economic benefit and are not impaired. 

F-8

J & J SNACK FOODS CORP. AND SUBSIDIARES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 are being amortized by the straight-line method over periods ranging from 3 to 20 years and amortization expense is reflected throughout operating expenses.

Long-lived assets, including fixed assets and amortizing intangibles, are reviewed for impairment as events or changes in circumstances occur indicating that the carrying amount of theofthe asset may not be recoverable.  Indefinite lived intangibles are reviewed annually for impairment. Cash flow and sales analyses are used to assess impairment. The estimates of future cash flows and sales involve considerable management judgment and are based upon assumptions about expected future operating performance.  Assumptions used in these forecasts are consistent with internal planning. The actual cash flows and sales could differ from management’s estimates due to changes in business conditions, operating performance, economic conditions, competition and consumer preferences.


10.   Fair Value of Financial Instruments


The carrying value of our short-term financial instruments, such as accounts receivables and accounts payable, approximate their fair values, based on the short-term maturities of these instruments.

11.   Income Taxes


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.

As of September 24, 201128, 2013 and September 25, 2010,29, 2012, the total amount of gross unrecognized tax benefits is $973,000$438,000 and $1,249,000,$541,000, 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.  The Company had $335,000$224,000 and $429,000$284,000 of accrued interest and penalties as of September 24, 201128, 2013 and September 25, 2010,29, 2012, respectively. We recognized $8,000$11,000, $10,000 and $7,000$8,000 of penalties and interest in the years ended September 24, 201128, 2013, September 29, 2012 and September 25, 2010,24, 2011 respectively.  A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

  

(in thousands)

 
     

Balance at September 29, 2012

 $541 

Additions based on tax positionsrelated to the current year

  42 

Reductions for tax positions of prior years

  (88)

Settlements

  (57)

Balance at September 28, 2013

 $438 

 

  (in thousands) 
Balance at September 25, 2010 $1,249 
Additions based on tax positions related to the current year
  110 
Reductions for tax positions of prior years  (386)
Settlements  - 
Balance at September 24, 2011 $973 

J & J SNACK FOODS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE A  –  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES- (continued)

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. Virtually all the returns noted above are open for examination for three to four years.

F-9

J & J SNACK FOODS CORP. AND SUBSIDIARES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

12.   Earnings Per Common Share


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:

 
  Fiscal Year Ended September 28, 2013 
  

Income

(Numerator)

  

Shares

(Denominator)

  

Per Share

Amount

 
  

(in thousands, except per share amounts)

 
             

Earnings Per Basic Share

            

Net Income availableto common stockholders

 $64,381   18,785  $3.43 
             

Effect of Dilutive Securities

            

Options

  -   93   (0.02)
             

Earnings Per Diluted Share

            

Net Income available tocommon stockholders plusassumed conversions

 $64,381   18,878  $3.41 

No anti-dilutive shares have been excluded in the computation of2013 diluted EPS.

  Fiscal Year Ended September 29, 2012 
  

Income

(Numerator)

  

Shares

(Denominator)

  

Per Share

Amount

 
  

(in thousands, except per share amounts)

 
             

Earnings Per Basic Share

            

Net Income availableto common stockholders

 $54,118   18,854  $2.87 
             

Effect of Dilutive Securities

            

Options

  -   63   (0.01)
             

Earnings Per Diluted Share

            

Net Income available tocommon stockholders plusassumed conversions

 $54,118   18,917  $2.86 


  Fiscal Year Ended September 24, 2011 
  Income  Shares  Per Share 
  (Numerator)  (Denominator)  Amount 
  (in thousands, except per share amounts) 
Earnings Per Basic Share         
Net Income available to common stockholders
 $55,063   18,672  $2.95 
             
Effect of Dilutive Securities            
Options  -   117  $(0.02)
             
Earnings Per Diluted Share            
Net Income available to common stockholders plus assumed conversions
 $55,063   18,789  $2.93 
             
143,515 anti-dilutive shares have been excluded in the computation of 2011 diluted EPS because the options' exercise price is greater than the average market price of the common stock.
  Fiscal Year Ended September 25, 2010 
  Income  Shares  Per Share 
  (Numerator)  (Denominator)  Amount 
  (in thousands, except per share amounts) 
Earnings Per Basic Share         
Net Income available to common stockholders
 $48,409   18,528  $2.61 
             
Effect of Dilutive Securities            
Options  -   175   (0.02)
             
Earnings Per Diluted Share            
Net Income available to common stockholders plus assumed conversions
 $48,409   18,703  $2.59 
             
110,910 anti-dilutive shares have been excluded in the computation of 2010 diluted EPS because the options' exercise price is greater than the average market price of the common stock.
F-10

J & J SNACK FOODS CORP. AND SUBSIDIARES

SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(continued)

NOTE A  –  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

  Fiscal Year Ended September 26, 2009 
  Income  Shares  Per Share 
  (Numerator)  (Denominator)  Amount 
  (in thousands, except per share amounts) 
Earnings Per Basic Share         
Net Income available to common stockholders
 $41,312   18,516  $2.23 
             
Effect of Dilutive Securities            
Options  -   197   (0.02)
             
Earnings Per Diluted Share            
Net Income available to common stockholders plus assumed conversions
 $41,312   18,713  $2.21 
             
114,236 anti-dilutive shares have been excluded in the computation of 2009 diluted EPS because the options' exercise price is greater than the average market price of the common stock.
POLICIES- (continued)

162,142 anti-dilutive shares have been excluded in the computation of2012 diluted EPS because the options' exercise price is greater than theaverage market price of the common stock.

  Fiscal Year Ended September 24, 2011 
  

Income

(Numerator)

  

Shares

(Denominator)

  

Per Share

Amount

 
  

(in thousands, except per share amounts)

 
             

Earnings Per Basic Share

            

Net Income availableto common stockholders

 $55,063   18,672  $2.95 
             

Effect of Dilutive Securities

            

Options

  -   117   (0.02)
             

Earnings Per Diluted Share

            

Net Income available tocommon stockholders plusassumed conversions

 $55,063   18,789  $2.93 

143,515 anti-dilutive shares have been excluded in the computation of2011 diluted EPS because the options' exercise price is greater than theaverage market price of the common stock.

13.     Accounting for Stock-Based Compensation


At September 24, 2011,28, 2013, the Company has three stock-based employee compensation plans. Share-based compensation was recognized as follows:

  
Fiscal year ended
 
  September 24,  September 25,  September 26, 
  2011  2010  2009 
  (in thousands, except per share amounts) 
          
Stock options $288  $592  $508 
Stock purchase plan  203   184   237 
Deferred stock issued to outside directors
  46   138   138 
Restricted stock issued to an employee
  -   28   87 
  $537  $942  $970 
             
Per diluted share $0.03  $0.05  $0.05 
             
The above compensation is net of tax benefits
 $381  $306  $746 

 
  

Fiscal year ended

 
  

September 28,

2013

  

September 29,

2012

  

September 24,

2011

 
  

(in thousands, except per share amounts)

 
             

Stock options

 $795  $684  $288 

Stock purchase plan

  363   256   203 

Deferred stock issued to outside directors

  47   -   46 

Restricted stock issued to an employee

  18   1   - 
  $1,223  $941  $537 
             

Per diluted share

 $0.06  $0.05  $0.03 
             

The above compensation is net of tax benefits

 $647  $305  $381 

At September 24, 2011,28, 2013, the Company has unrecognized compensation expense of approximately $2.4 million to be recognized over the next three fiscal years.

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 2011, 20102013, 2012 and 2009:2011: expected volatility of 25.7% for fiscal year 2013, 28.3% for fiscal year 2012 and 28.6% for fiscal year 2011, 29.0% for fiscal year 2010 and 23.3% for year 2009:2011: weighted average risk-free interest rates of 1.56%2.64%, 2.21%.81% and 2.70%1.56%;dividend rate of .9%.8%, 1.2%.9% and 1.2%.9% and expected lives ranging betweenrangingbetween 5 and 10 years for all years. An expected forfeiture rate of 20% was used for 2013, 18% was used for 2012 and 13% was used for fiscal years 2011 and 2010 and 15% was used for 2009.

year 2011.

 

F-11

J & J SNACK FOODS CORP. AND SUBSIDIARES

SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(continued)

NOTE A  –  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

POLICIES- (continued)

Expected volatility is based on the historical volatility of the price of our common shares over the past 5052 to 5455 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.

14.     Advertising Costs


Advertising costs are expensed as incurred. Total advertising expense was $1,919,000, $2,751,000$3,069,000, $2,571,000 and $2,267,000$1,919,000 for the fiscal years 2013, 2012 and 2011, 2010 and 2009, respectively.


15.     Commodity Price Risk Management


Our most significant raw material requirements include flour, packaging, shortening, corn syrup, sugar, juice, cheese, chocolate, and a variety of nuts. We attempt to minimize the effect of future price fluctuations related to the purchase of raw materials primarily through forward purchasing to cover future manufacturing requirements, generally for periods from 1 to 12 months. As of September 24, 2011,28, 2013, we have approximately $60$40 million of such commitments. Futures contracts are not used in combination with forward purchasing of these raw materials. Our procurement practices are intended to reduce the risk of future price increases, but also may potentially limit the ability to benefit from possible price decreases. Our policy is to recognize estimated losses on purchase commitments when they occur. At each of the last three fiscal year ends, we did not have any material losses on our purchase commitments.


16.Research and Development Costs


Research and development costs are expensed as incurred. Total research and development expense was $941,000, $866,000$478,000, $501,000 and $761,000$941,000 for the fiscal years 2013, 2012 and 2011, 2010 and 2009, respectively.


17.     Recent Accounting Pronouncements


In January 2010, the FASB issued guidance that amends existing disclosure requirements of fair value measurements adding required disclosures about items transferring into and out of Levels 1 and 2 in the fair value hierarchy; adding separate disclosures about purchases, sales, issuances, and settlements relative to Level 3 measurements; and clarifying, among other things, the existing fair value disclosures about the level of disaggregation. This guidance was effective for our fiscal year beginning September 26, 2010, except for the requirement to provide Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which will be effective for our fiscal year beginning September 25, 2011. Since this standard impacts disclosure requirements only, its adoption has not and will not have any impact on the Company’s consolidated results of operations or financial condition.
In December 2010, the FASB issued guidance which requires that if a company presents comparative financial statements to include business combinations, the company should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. This guidance also expands the supplemental pro forma adjustments to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. This guidance is effective for our fiscal year beginning September 25, 2011. The adoption of this guidance will not have a material impact on the Company’s financial position, results of operations or cash flows.

In May 2011, the FASB issued guidance which amends current fair value measurement and disclosure guidance to include increased transparency around valuation inputs and investment categorization. This guidance results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements. This guidance will be effective for our second quarter of fiscal year 2012, and is not expected to have a material impact on our financial statements.
F-12

J & J SNACK FOODS CORP. AND SUBSIDIARES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

In June 2011, the FASB issued guidance which gives us the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both options, we are required to present each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments in this guidance do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. In December 2011, the FASB issued an update deferring the effective date for amendments to the presentation of reclassifications of items out of accumulated other comprehensive income.  This guidance will bewas effective for our fiscal year 2013, and isits adoption did not expected to have a material impact on our financial statements.


In December 2010,July 2012, the FASB issued guidance relatedwhich allows us the option to goodwill impairment testing for reporting entities with a zero or negative carrying amount.  Underfirst assess qualitative factors to determine whether the amended guidance, we must consider whetherexistence of events and circumstances indicates that it is more likely than not that a goodwill impairment exists for reporting units with a zero or negative carrying amount.an indefinite-lived intangible asset is impaired.  If, after assessing the totality of events and circumstances, we conclude that it is not more likely than not that the indefinite-lived intangible asset is impaired, then we are not required to take further action.  We also have the option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to performing the quantitative impairment test.  We would be able to resume performing the qualitative assessment in any subsequent period.  The amendments are effective for annual and interim impairment tests performed for our 2013 fiscal year.  Early adoption is permitted, including for annual and interim impairment tests performed as of a goodwill impairment exists,date before July 27, 2012, if our financial statements for the second stepmost recent annual or interim period had not yet been issued.  We adopted this guidance in our fiscal year 2013.  The adoption of this guidance did not have a significant impact on our consolidated financial statements.


J & J SNACK FOODS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE A  –  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES- (continued)

In February 2013, the FASB issued guidance which requires us to provide information about the amounts reclassified out of accumulated other comprehensive income by component.  In addition, we are required to present, either on the face of the goodwill impairment test must be performed to measurestatement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount ofreclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the goodwill impairment loss, if any.same reporting period.  For other amounts not required under U.S. GAAP to be reclassified in their entirety to net income, we are required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail about those amounts.  This guidance is effective for our fiscal year 2012 and is not expected to have a material impact on our financial statements.

In September 2011, the FASB issued guidance to simplify the current two-step goodwill impairment test. This guidance permits entities to first perform a qualitative assessment to determine whether it is more likely than not (a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount. If the entity determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, it would then perform the first step of the current two-step goodwill impairment test; otherwise, no further impairment test would be required. Entities are permitted to make the election to perform the qualitative assessment on a period-by-period basis. Under the new guidance, an entity applying the qualitative assessment must (1) consider the totality of the relevant factors (existing events or circumstances) and (2) weigh those factors according to their effect on the difference between a reporting unit’s fair value and its carrying amount. In addition to the factors described in the amended guidance, an entity must also consider other positive and mitigating events and circumstances that might impact its qualitative assessment. Also under the amended guidance, an entity is no longer permitted to carry forward the calculation of a reporting unit’s fair value from a prior year when performing step one of the goodwill impairment test. The amended guidance further clarifies that the requirements to disclose certain quantitative information about significant unobservable inputs used in a Level 3 fair value measurement2014.  We do not apply to measurements related to accounting and reporting for goodwill after its initial recognition in a business combination. The amended guidance requires entitiesbelieve that perform the qualitative assessment to consider the difference between the fair value and the carrying amount from a recent fair value calculation of a reporting unit, if available, as a factor in determining whether the reporting unit’s fair value more likely than not exceeds its carrying amount. The amended guidance is effective prospectively for annual and interim goodwill impairment tests performed for our fiscal year 2013. We are permitted to apply, and have applied, the amended guidance for our annual impairment tests for our 2011 year.  The adoption of this guidance had nowill have a significant effect on our consolidated financial statements.

18.     Reclassifications

Certain prior year financial statement amounts have been reclassified to be consistent with the presentation for the current year.


NOTE B – ACQUISITIONS

On January 9, 2007 we acquired the assets of Hom/Ade Foods, Inc., a manufacturer and distributor of biscuits and dumplings sold under the MARY B’S and private label store brands to the supermarket industry.  Hom/Ade is headquartered in Pensacola, Florida.
F-13

J & J SNACK FOODS CORP. AND SUBSIDIARES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE B – ACQUISITIONS (Continued)


On January 31, 2007 we acquired the assets of Radar Inc., a manufacturer and seller of fig and fruit bars selling its products under the brand DADDY RAY’S.  Headquartered and with its manufacturing facility in Moscow Mills, Missouri (outside of St. Louis), Radar, Inc. sells to the retail grocery segment and mass merchandisers, both branded and private label.

On April 2, 2007, we acquired the WHOLE FRUIT Sorbet and FRUIT-A-FREEZE Fruit Bar brands, along with related assets including a manufacturing facility located in Norwalk, California which sells primarily to the supermarket industry.

On June 25, 2007, we acquired the assets of an ICEE distributor in Kansas.

In February 2010, we acquired the assets of Parrot Ice, a manufacturer and distributor of a premium brand frozen beverage sold primarily in convenience stores.  Revenues from Parrot Ice were approximately $1.5 million for our 2010 fiscal year.

In June 2010, we acquired the assets of California Churros, a manufacturer and distributor of a premium brand churro.  Revenues from California Churros were approximately $2.5 million for our 2010 fiscal year.

The purchase price allocation for the California Churros acquisition and other acquisitions, including Parrot Ice, which were made during the 2010 fiscal year is as follows:
  California Churros  Other 
  (in thousands) 
    
Working Capital $1,075  $- 
Property, plant & equipment  2,373    1,135 
Trade Names   4,024    - 
Customer Relationships   6,737   - 
Covenant not to Compete   35   50 
Goodwill   9,756    - 
  $24,000  $1,185 
Acquisition costs of $184,000 for these acquisitions are included in administrative and other general expense for the year ended September 25, 2010.

In May 2011, we acquired the frozen handheld business of ConAgra Foods.  This business had sales of approximately $50 million over the prior twelve months to food service and retail supermarket customers and sales of $18.3 million in our 2011 fiscal year from the acquisition date.

F-14

J & J SNACK FOODS CORP. AND SUBSIDIARES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE B – ACQUISITIONS (Continued)

The purchase price allocation for the handhelds acquisition is as follows:
  (in thousands) 
    
Working Capital $6,955 
Property, plant & equipment  11,036 
Trade Names  1,325 
Customer Relationships  207 
Deferred tax liability  (4,137)
     
     
Net Assets Acquired  15,386 
     
Purchase Price   8,806 
     
Gain on bargain purchase $6,580 

The purchase price allocation resulted in the recognition of a gain on bargain purchase of approximately $6,580,000 which is included in other income in the consolidated statement of earnings for the year ended September 24, 2011.  The gain on bargain purchase resulted from the fair value of the identifiable net assets acquired exceeding the purchase price.


Acquisition costs of $546,000 for the handhelds acquisition are included in other general expense in the consolidated statements of earnings for the year ended September 24, 2011.


In June 2012, we acquired the assets of Kim & Scott’s Gourmet Pretzels, Inc., a manufacturer and seller of a premium brand soft pretzel.  This business had sales of approximately $8 million over the prior twelve months to food service and retail supermarket customers, and had sales of approximately $1.8 million in our 2012 fiscal year from the acquisition date.

Acquisition costs of $155,000 for the Kim & Scott’s acquisition are included in other general expense in the consolidated statements of earnings for the year ended September 29, 2012.

The goodwill and intangible assets acquired in the business combinations are recorded at fair value.  To measure fair value for such assets, we use techniques including discounted expected future cash flows (Level 3 input).


NOTE C – INVESTMENT SECURITIES

We have classified our investment securities as marketable securities held to maturity and auction market preferred stock (AMPS).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:

 

J & J SNACK FOODS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE C – INVESTMENT SECURITIES- (continued)

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

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 certificates of deposit placed through the Certificate of Deposit Account Registry Service equals fair market value.  Other

Our marketable securities held to maturity and available for sale values are derived solely from level 1 inputs.

F-15


J & J SNACK FOODS CORP. AND SUBSIDIARES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE C – INVESTMENT SECURITIES (Continued)

The amortized cost, unrealized gains and losses, and fair market values of our investment securities held to maturity at September 24, 201128, 2013 are summarized as follows:

     Gross  Gross  Fair 
  Amortized  Unrealized  Unrealized  Market 
  Cost  Gains  Losses  Value 
  (in thousands) 
US Government Agency Debt $42,000  $52  $62  $41,990 
FDIC Backed Corporate Debt  8,015   18   -   8,033 
Certificates of Deposit  17,491   1   -   17,492 
  $67,506  $71  $62  $67,515 

  
  

Amortized

Cost

  

Gross

Unrealized

Gains

  

Gross

Unrealized

Losses

  

Fair

Market

Value

 
  (in thousands) 

US Government Agency Debt

 $2,000  $-  $50  $1,950 

Certificates of Deposit

  256   -   -   256 
  $2,256  $-  $50  $2,206 

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 available for sale at September 28, 2013 are summarized as follows:

  
  

Amortized

Cost

  

Gross

Unrealized

Gains

  

 Gross

Unrealized

Losses

  

 Fair

Market

Value

 
  

(in thousands)

 
                 

Mutual Funds

 $109,891  $254  $2,481  $107,664 
                 
  $109,891  $254  $2,481  $107,664 

The mutual funds are primarily fixed income funds that seek current income with an emphasis on maintaining low volatility and overall moderate duration. The funds 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 amortized cost, unrealized gains and losses, and fair market values of our investment securities held to maturity at September 25, 201029, 2012 are summarized as follows:

     Gross  Gross  Fair 
  Amortized  Unrealized  Unrealized  Market 
  Cost  Gains  Losses  Value 
  (in thousands) 
US Government Agency Debt $8,000  $53  $-  $8,053 
FDIC Backed Corporate Debt  13,107   144   -   13,251 
Certificates of Deposit  20,674   5       20,679 
  $41,781  $202  $-  $41,983 

  

Amortized

Cost

  

Gross

Unrealized

Gains

  

Gross

Unrealized

Losses

  

Fair

Market

Value

 
  (in thousands) 

US Government Agency Debt

 $24,998  $126  $-  $25,124 

Certificates of Deposit

  1,214   -   -   1,214 
  $26,212  $126  $-  $26,338 

All of the certificates of deposit are within the FDIC limits for insurance coverage.coverage


J & J SNACK FOODS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE C – INVESTMENT SECURITIES- (continued)

The amortized cost and fair value of the Company’s held to maturity securities by contractual maturity at September 24, 201128, 2013 and September 25, 201029, 2012 are summarized as follows:

   September 24, 2011   September 25, 2010 
     Fair     Fair 
  Amortized  Market  Amortized  Market 
  Cost  Value  Cost  Value 
  (in thousands) 
Due in one year or less $25,506  $25,525  $15,481  $15,501 
Due after one year through five years
  6,000   6,014   26,300   26,482 
Due after five years through ten years
  36,000   35,976   -   - 
Total held to maturity securities
 $67,506  $67,515  $41,781  $41,983 
Less current portion  25,506   25,525   15,481   15,501 
Long term held to maturity securities
 $42,000  $41,990  $26,300  $26,482 

  
  

September 28, 2013

  

September 29, 2012

 
                 
  

Amortized

Cost

  

Fair

Market

Value

  

Amortized

Cost

  

Fair

Market

Value

 
  

(in thousands)

 

Due in one year or less

 $256  $256  $1,214  $1,214 

Due after one year throughfive years

  -   -   -   - 

Due after five years throughten years

  2,000   1,950   24,998   25,124 

Total held to maturitysecurities

 $2,256  $2,206  $26,212  $26,338 

Less current portion

  256   256   1,214   1,214 

Long term held to maturitysecurities

 $2,000  $1,950  $24,998  $25,124 

Proceeds from the sale and redemption of marketable securities were $37,568,000, $67,362,000$25,307,000, $109,744,000 and $10,204,000$37,568,000 in the years ended September 28, 2013, September 29, 2012 and September 24, 2011, September 25, 2010respectively; with a loss of $108,000 recorded in 2013 and September 26, 2009, respectively, with no gain or loss recorded.recorded in 2012 and 2011. We use the specific identification method to determine the cost of securities sold.


F-16

J & J SNACK FOODS CORP. AND SUBSIDIARES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE D – INVENTORIES


Inventories consist of the following:


  September 24,  September 25, 
  2011  2010 
   (in thousands) 
Finished goods $28,770  $22,171 
Raw materials  13,160   8,702 
Packaging materials  5,791   4,727 
Equipment parts and other  15,740   15,030 
  $63,461  $50,630 

  

September 28,

2013

  

September 29,

2012

 
  

(in thousands)

 

Finished goods

 $33,013  $32,439 

Raw materials

  14,489   14,584 

Packaging materials

  5,937   5,985 

Equipment parts and other

  18,346   16,753 
  $71,785  $69,761 

Inventory is presented net of an allowance for obsolescence of $4,615,000$4,449,000 and $4,189,000$3,883,000 as of fiscal year ends 20112013 and 2010,2012, respectively.


J & J SNACK FOODS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE E – PROPERTY, PLANT AND EQUIPMENT


Property, plant and equipment consist of the following:


  September 24,  September 25,  Estimated 
  2011  2010  Useful Lives 
  
(in thousands)
    
          
Land $2,496  $2,016   - 
Buildings  15,766   13,266  15-39.5 years 
Plant machinery and equipment
  158,408   144,697  5-20 years 
Marketing equipment  223,490   214,545  5-7 years 
Transportation equipment
  4,264   3,785  5 years 
Office equipment  13,650   12,690  3-5 years 
Improvements  21,054   19,590  5-20 years 
Construction in Progress
  7,728   3,814   - 
  $446,856  $414,403     

  

September 28,

2013

  

September 29,

2012

  

Estimated

Useful Lives (in years)

 
  

(in thousands)

      
              

Land

 $2,496  $2,496   -  

Buildings

  26,741   26,741  

15

-39.5 

Plant machineryand equipment

  179,331   172,529  

5

-20 

Marketing equipment

  244,770   233,612  

5

-7 

Transportationequipment

  5,953   4,879  

 

5  

Office equipment

  16,282   14,987  

3

-5 

Improvements

  24,917   22,889  

5

-20 

Construction inProgress

  9,952   5,740   -  
  $510,442  $483,873      

Depreciation expense was $25,046,000, $24,498,000$28,801,000, $26,175,000 and $22,663,000$25,046,000 for fiscal years 2013, 2012 and 2011, 2010 and 2009, respectively.


F-17

J & J SNACK FOODS CORP. AND SUBSIDIARES

SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(continued)

NOTE F – GOODWILL AND INTANGIBLE ASSETS


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


The carrying amount of acquired intangible assets for the reportable segments are as follows:

  September 24, 2011  September 25, 2010 
  Gross     Gross    
  Carrying  Accumulated  Carrying  Accumulated 
  Amount  Amortization  Amount  Amortization 
  (in thousands) 
FOOD SERVICE            
             
Indefinite lived intangible assets
            
Trade Names $12,880  $-  $12,204  $- 
                 
Amortized intangible assets                
Non compete agreements  470   425   470   351 
Customer relationships  40,024   18,993   40,024   15,160 
License and rights  3,606   2,425   3,606   2,287 
  $56,980  $21,843  $56,304  $17,798 
                 
RETAIL SUPERMARKETS                
                 
Indefinite lived intangible assets
                
Trade Names $3,380  $-  $2,731  $- 
                 
Amortized Intangible Assets                
Customer relationships  207   8   -   - 
  $3,587  $8  $2,731  $- 
                 
                 
FROZEN BEVERAGES                
                 
Indefinite lived intangible assets
                
Trade Names $9,315  $-  $9,315  $- 
                 
Amortized intangible assets                
Non compete agreements  198   189   198   165 
Customer relationships  6,478   3,540   6,478   2,876 
Licenses and rights  1,601   574   1,601   504 
  $17,592  $4,303  $17,592  $3,545 
                 
CONSOLIDATED $78,159  $26,154  $76,627  $21,343 

  

September 28, 2013

  

September 29, 2012

 
  

Gross

Carrying

Amount

  

Accumulated

Amortization

  

Gross

Carrying

Amount

  

Accumulated

Amortization

 
  

(in thousands)

 
                 

FOOD SERVICE

                

Indefinite lived intangibleassets

                

Trade Names

 $12,880  $-  $12,880  $- 
                 

Amortized intangible assets

                

Non compete agreements

  545   478   545   456 

Customer relationships

  40,187   26,187   40,187   22,582 

License and rights

  3,606   2,614   3,606   2,519 
  $57,218  $29,279  $57,218  $25,557 
                 

RETAIL SUPERMARKETS

                
                 

Indefinite lived intangibleassets

                

Trade Names

 $4,006  $-  $4,006  $- 
                 

Amortized Intangible Assets

                

Customer relationships

  279   62   279   31 
  $4,285  $62  $4,285  $31 
                 
                 

FROZEN BEVERAGES

                
                 

Indefinite lived intangibleassets

                

Trade Names

 $9,315  $-  $9,315  $- 
                 

Amortized intangible assets

                

Non compete agreements

  198   198   198   198 

Customer relationships

  6,478   4,830   6,478   4,201 

Licenses and rights

  1,601   714   1,601   644 
  $17,592  $5,742  $17,592  $5,043 
                 

CONSOLIDATED

 $79,095  $35,083  $79,095  $30,631 

The gross carrying amount of intangible assets is determined by applying a discounted cash flow model to the future sales and earnings associated with each intangible asset or is set by contract cost. The amortization period used for definite lived intangible assets is set by contract period or by the period over which the bulk of the discounted cash flow is expected to be generated. We currently believe that we will receive the benefit from the use of the trade names classified as indefinite lived intangible assets indefinitely and they are therefore not amortized.

 

F-18

J & J SNACK FOODS CORP. AND SUBSIDIARES

SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(continued)

NOTE F – GOODWILL AND INTANGIBLE ASSETSASSETS- (continued) (Continued)


Licenses and rights, customer relationships and non compete agreements are being amortized by the straight-line method over periods ranging from 3 to 20 years and amortization expense is reflected throughout operating expenses.


Amortizing intangibles are reviewed for impairment as events or changes in circumstances occur indicating that the carrying amount of theofthe asset may not be recoverable.  Indefinite lived intangibles are reviewed annually for impairment. Cash flow and sales analyses are used to assess impairment. The estimates of future cash flows and sales involve considerable management judgment and are based upon assumptions about expected future operating performance.performance which include Level 3 inputs such as annual growth rates and discount rates.  Assumptions used in these forecasts are consistent with internal planning. The actual cash flows and sales could differ from management’s estimates due to changes in business conditions, operating performance, economic conditions, competition and consumer preferences.


Intangible assets of $10,796,000 were acquired in the food service segment in the California Churros acquisition in fiscal year 2010.


Intangible assets of $676,000$198,000 and $856,000$238,000 were acquired in the food service and retail supermarket segments, respectively, in the handheldsKim and Scott’s acquisition in fiscal year 2011.
2012.

Separately, an intangible asset of $500,000 was purchased in the retail supermarket segment in fiscal year 2012.

There were no intangible assets acquired in fiscal year 2013.

Aggregate amortization expense of intangible assets for the fiscal years 2013, 2012 and 2011 2010was $4,452,000, $4,477,000 and 2009 was $4,811,000, $4,687,000 and $4,508,000, respectively.


Estimated amortization expense for the next five fiscal years is approximately $4,500,000 in 2012, $4,400,000 in 20132014 and 2014, $4,300,0002015, $4,200,000 in 20152016, $1,700,000 in 2017 and $4,100,000$900,000 in 2016.2018. The weighted average amortization period of the intangible assets is 10.1 years.

Goodwill


The carrying amounts of goodwill for the reportable segments are as follows:

  Food  Retail  Frozen    
  Service  Supermarkets  Beverages  Total 
  (in thousands) 
             
Balance at September 24, 2011
 $34,130  $-  $35,940  $70,070 
                 
Balance at September 25, 2010
 $34,130  $-  $35,940  $70,070 

  

Food

Service

  

Retail

Supermarkets

  

Frozen

Beverages

  

Total

 
                 
                 
                 

Balance atSeptember 28, 2013

 $39,115  $1,844  $35,940  $76,899 

Balance atSeptember 29, 2012

 $39,115  $1,844  $35,940  $76,899 

The carrying value of goodwill is determined based on the excess of the purchase price of acquisitions over the estimated fair value of tangible and intangible net assets.  Goodwill is not amortized but is evaluated annually by management for impairment.  Our impairment analysis for 2013 and 2012 was based on a combination of the income approach, which estimates the fair value of discounted cash flows, and the market approach, which estimates the fair value based on comparable market prices.  Under the income approach the Company used a discounted cash flow which requires Level 3 inputs such as:  annual growth rates, discount rates based upon the weighted average cost of capital and terminal values based upon our stock market multiples. Our impairment analysis for 2011 iswas a qualitative assessment in which we have considered historical net cash provided by operating activities and purchases of property, , plant and equipment, their relationship to the carrying value of goodwill, recent fair value calculations of our reporting units and our assessment of the likelihood, based on an assessment of what we know about our Company’s products and markets, costs and general economic conditions, that the relationship of cash flow to the carrying value of goodwill will change significantly in the foreseeable future.   Our impairment analysis for 2010 and 2009 was based on a combination of the income approach, which estimates the fair value discounted cash flows, and the market approach, which estimates the fair value based on comparable market prices.  Under the income approach the Company used a discounted cash flow which requires Level 3 inputs such as:  annual growth rates, discount rates based upon the weighted average cost of capital and terminal values based upon our stock market multiples.  There were no impairment charges in 2011, 20102013, 2012 or 2009.

2011.

 
Goodwill of $9,756,000 was acquired in the food service segment in the California Churros acquisition in fiscal year 2010.

F-19

J & J SNACK FOODS CORP. AND SUBSIDIARES

SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(continued)

NOTE F – GOODWILL AND INTANGIBLE ASSETS- (continued)

Goodwill of $6,829,000 was acquired in the Kim and Scott’s acquisition in fiscal year 2012 which was allocated $4,985,000 to the food service segment and $1,844,000 to the retail supermarkets segment. No goodwill was acquired in fiscal year 2013.

NOTE G – LONG-TERM DEBT


In November 2011, we entered into an amended and restated loan agreement with our existing banks which provides for up to a $50,000,000 revolving credit facility repayable in November 2016, with the availability of repayments without penalty. The agreement contains restrictive covenants and requires commitment fees in accordance with standard banking practice. As of September 24, 201128, 2013 and September 25, 2010,29, 2012, there were no outstanding balances under the prior facility.


NOTE H – OBLIGATIONS UNDER CAPITAL LEASES


Obligations under capital leases consist of the following:

  
  

September 28,

2013

  

September 29,

2012

 
  (in thousands) 

Capital lease obligations, withinterest at 6.25%, payable inmonthly installments of $6,030,through March 2015

 $103  $167 
         

Capital lease obligations, withinterest at 7.6%, payable inmonthly installments of $3,162,through November 2017

  130   157 
         

Capital lease obligations, withinterest at 5.8%, payable inmonthly installments of $14,625,through May 2014

  114   277 
         

Capital lease obligations, withinterest at 2.6%, payable inmonthly installments of $8,700,through August 2013

  -   86 
   347   687 

Less current portion

  211   340 
  $136  $347 


  September 24,  September 25, 
  2011  2010 
  (in thousands) 
Capital lease obligations, with interest at 7.6%, payable in monthly installments of $3,162, through November 2017
 $182  $- 
         
Capital lease obligations, with interest at 5.8%, payable in monthly installments of $14,625, through May 2014
  432   578 
         
Capital lease obligations, with interest at 2.6%, payable in monthly installments in $8,700, through August 2013
  187   285 
   801   863 
Less current portion  278   244 
  $523  $619 
NOTE I – INCOME TAXES

Income tax expense (benefit) is as follows:
  
Fiscal year ended
 
  September 24,  September 25,  September 26, 
  2011  2010  2009 
                                     (in thousands) 
Current         
U.S. Federal $17,065  $21,020  $18,574 
Foreign  950   970   706 
State  4,871   4,484   3,744 
   22,886   26,474   23,024 
             
Deferred            
U.S. Federal $3,988  $2,692  $3,106 
Foreign  409   (48)  109 
State  1,720   570   658 
   6,117   3,214   3,873 
  $29,003  $29,688  $26,897 
F-20

J & J SNACK FOODS CORP. AND SUBSIDIARES

SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(continued)

NOTE I – INCOME TAXES (Continued)

Income tax expense (benefit) is as follows:

  
  Fiscal year ended 
  

September 28,

2013

  

September 29,

2012

  

September 24,

2011

 
  

(in thousands)

 

Current

            

U.S. Federal

 $26,492  $21,573  $17,065 

Foreign

  2,289   1,408   950 

State

  7,560   5,416   4,871 
   36,341   28,397   22,886 
             

Deferred

            

U.S. Federal

 $64  $3,124  $3,988 

Foreign

  (10)  (14)  409 

State

  14   661   1,720 
   68   3,771   6,117 
  $36,409  $32,168  $29,003 

The provisions for income taxes differ from the amounts computed by applying the statutory federal income tax rate of approximately 35% to earnings before income taxes for the following reasons:


  Fiscal year ended 
  September 24,  September 25,  September 26, 
  2011  2010  2009 
  (in thousands) 
Income taxes at statutory rates
 $29,423  $27,334  $23,873 
Increase (decrease) in taxes resulting from:
            
State income taxes, net of federal income tax benefit
  3,279   3,403   2,958 
Domestic production activities deduction
  (1,500)  (850)  (400)
Gain on bargain purchase  (2,303)  -   - 
Other, net  104   (199)  466 
  $29,003  $29,688  $26,897 

  

Fiscal year ended

 
  

September 28,

2013

  

September 29,

2012

  

September 24,

2011

 
  (in thousands) 
             

Income taxes at statutory rates

 $35,277  $30,200  $29,423 

Increase (decrease)in taxes resulting from:

            

State income taxes, net of federal income tax benefit

  4,346   3,777   3,279 

Domestic production activities deduction

  (1,540)  (1,553)  (1,500)

Gain on bargain purchase

  -   -   (2,303)

Reduction of gross unrecognized tax benefits

  (346)  (307)  (310)

Other, net

  (1,328)  51   414 
  $36,409  $32,168  $29,003 

Deferred tax assets and liabilities consist of the following:


  September 24,  September 25, 
  2011  2010 
  (in thousands) 
Deferred tax assets      
Vacation accrual $1,390  $1,334 
Insurance accrual  2,591   3,098 
Deferred income  34   60 
Allowances  2,074   1,881 
Inventory capitalization  653   573 
Share-based compensation  1,301   1,209 
Unclaimed Property  632   - 
Other, net  19   56 
   8,694   8,211 
Deferred tax liabilities        
Amortization of goodwill and other intangible assets
  17,418   14,885 
Depreciation of property and equipment
  28,090   19,907 
Other, net  28   7 
   45,536   34,799 
  $36,842  $26,588 
F-21

J & J SNACK FOODS CORP. AND SUBSIDIARES

SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

NOTE I – INCOME TAXES- (continued)

  

September 28,

2013

  

September 29,

2012

 
  

(in thousands)

 

Deferred tax assets

        

Vacation accrual

 $1,445  $1,422 

Insurance accrual

  3,306   2,722 

Deferred income

  32   13 

Allowances

  2,348   2,130 

Inventory capitalization

  709   709 

Share-based compensation

  1,023   794 

Other, net

  -   11 
   8,863   7,801 

Deferred tax liabilities

        

Amortization of goodwilland other intangibleassets

  20,283   19,030 

Depreciation of propertyand equipment

  29,261   29,360 

Other, net

  -   24 
   49,544   48,414 
  $40,681  $40,613 

NOTE J - COMMITMENTS


1.     Lease Commitments


The following is a summary of approximate future minimum rental commitments for non-cancelable operating leases with terms of more than one year as of September 24, 2011:


  Plants and       
  Offices  Equipment  Total 
   (in thousands) 
2012 $5,390  $3,419  $8,809 
2013  4,811   2,010   6,821 
2014  4,407   1,223   5,630 
2015  3,971   415   4,386 
2016  2,911   80   2,991 
2017 and thereafter  20,626   35   20,661 
  $42,116  $7,182  $49,298 
28, 2013:

  

Plants and

Offices

  

Equipment

  

Total

 
  (in thousands) 

2014

 $5,194  $3,362  $8,556 

2015

  4,943   2,602   7,545 

2016

  3,564   2,256   5,820 

2017

  3,013   1,792   4,805 

2018

  2,428   644   3,072 

2019 and thereafter

  15,573   49   15,622 
  $34,715  $10,705  $45,420 

Total rent expense was $14,816,000, $13,099,000$13,575,000, $13,215,000 and $12,856,000$14,076,000 for fiscal years 2013, 2012 and 2011, 2010 and 2009, respectively.


2.    Other Commitments


We are a party to litigation which has arisen in the normal course of business which management currently believes will not have a material adverse effect on our financial condition or results of operations.


We self-insure, up to loss limits, certain insurable risks such as worker’s compensation and automobile liability claims. Accruals for claims under our self-insurance program are recorded on a claims incurred basis. Our total recorded liability for all years’ claims incurred but not yet paid was $5,700,000$8,500,000 and $7,300,000$6,200,000 at September 24, 201128, 2013 and September 25, 2010,29, 2012, respectively. In connection with certain self-insurance agreements, we customarily enter into letters of credit arrangements with our insurers. At each of September 24, 201128, 2013 and September 25, 2010,29, 2012, we had outstanding letters of credit totaling $8,175,000.


J & J SNACK FOODS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE J - COMMITMENTS- (continued) 

We have a self-insured medical plan which covers approximately 1,400 of our employees. We record a liability for incurred but not yet reported or paid claims based on our historical experience of claims payments and a calculated lag time period. Our recorded liability at September 28, 2013 and September 29, 2012 was $1,516,000 and $1,332,000, respectively.

NOTE K - CAPITAL STOCK


In our fiscal year ended September 28, 2013, we purchased and retired 204,397 shares of our common stock at a cost of $14,500,215. In our first quarter, we purchased and retired 48,255 shares at a cost of $2,762,622. In our third quarter, we purchased and retired 58,840 shares at a cost of $4,435,078. In our fourth quarter, we purchased and retired 97,302 shares at a cost of $7,302,515.

In our fiscal year ended September 29, 2012, we purchased and retired 142,038 shares of our common stock at a cost of $8,167,125.

In our fiscal year ended September 24, 2011, we did not purchase and retire any shares of our common stock. There remains 210,772 shares that can be purchased under a million share buyback authorization approved by the Company's Board of Directors in February 2008.

In our fiscal year ended September 25, 2010, we purchased and retired 203,507 shares of our common stock at a cost of $7,768,000.

In our fiscal year ended September 26, 2009, we purchased and retired 450,597 shares of our common stock at a cost of $12,510,000.  Of the shares purchased and retired in 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.
F-22

J & J SNACK FOODS CORP. AND SUBSIDIARES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE L – STOCK OPTIONS


We have subject to shareholder approval in February 2012, a Stock Option Plan (the “Plan”). Pursuant to the Plan, stock options may be granted to officers and our key employees which qualify as incentive stock options as well as stock options which are nonqualified. The exercise price of incentive stock options is at least the fair market value of the common stock on the date of grant. The exercise price for nonqualified options is determined by a committee of the Board of Directors. The options are generally exercisable after three years and expire no later than ten years from date of grant. There arewere 800,000 shares reserved under the Plan under which noPlan; options have yet to been issued.for 620,000 shares remain unissued as of September 28, 2013. There are options that were issued under an option plan that has since expired that are still outstanding.

We have an Employee Stock Purchase Plan (“ESPP”) whereby employees purchase stock by making contributions through payroll deductions for six month periods. The purchase price of the stock is 85% of the lower of the market price of the stock at the beginning of the six-month period or the end of the six-month period. In fiscal years 2011, 20102013, 2012 and 20092011 employees purchased 19,708, 22,14319,804, 20,318 and 25,80319,708 shares at average purchase prices of $39.04, $32.70$52.61, $44.11 and $26.63,$39.04, respectively. ESPP expense of $203,000, $184,000$363,000, $256,000 and $237,000$203,000 was recognized for fiscal years 2013, 2012 and 2011, 2010 and 2009, respectively.

 

J & J SNACK FOODS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE L – STOCK OPTIONS- (continued)

A summary of the status of our stock option plans as of fiscal years 2011, 20102013, 2012 and 20092011 and the changes during the years ended on those dates is represented below:

  Incentive Stock Options  Nonqualified Stock Options 
     Weighted-     Weighted- 
  Stock  Average  Stock  Average 
  Options  Exercise  Options  Exercise 
  Outstanding  Price  Outstanding  Price 
             
Balance, September 28, 2008  613,832  $24.29   397,354  $18.00 
Granted  4,500   32.13   -   - 
Exercised  (169,388)  18.73   (71,000)  10.70 
Cancelled  (20,000)  26.79   (20,000)  20.02 
                 
Balance, September 26, 2009  428,944   26.45   306,354   19.55 
Granted  101,330   36.77   20,000   41.75 
Exercised  (92,760)  16.40   (72,354)  10.12 
Cancelled  (19,505)  33.47   (10,000)  38.81 
                 
Balance, September 25, 2010  418,009   30.86   244,000   23.38 
Granted  101,200   50.93   45,315   49.57 
Exercised  (186,039)  23.52   (62,000)  10.30 
Cancelled
  (10,050)  36.77   -   - 
                 
Balance, September 24, 2011  323,120  $41.18   227,315  $32.17 
Exercisable Options                
September 24, 2011  126,436       142,000     

  

Incentive Stock Options

  

Nonqualified Stock Options

 
  

Stock

Options

Outstanding

  

Weighted-

Average

Exercise

Price

  

Stock

Options

Outstanding

  

Weighted-

Average

Exercise

Price

 
                 

Balance, September 26, 2010

  418,009  $30.86   244,000  $23.38 

Granted

  101,200   50.93   45,315   49.57 

Exercised

  (186,039)  23.52   (62,000)  10.30 

Canceled

  (10,050)  36.77   -   - 
                 

Balance, September 24, 2011

  323,120   41.18   227,315   32.17 

Granted

  118,210   57.87   45,932   57.70 

Exercised

  (71,350)  39.03   (62,000)  19.77 

Canceled

  (14,300)  41.13   -   - 
                 

Balance, September 29, 2012

  355,680   47.16   211,247   41.36 

Granted

  1,600   63.13   20,000   80.79 

Exercised

  (84,628)  34.58   -   - 

Canceled

  (12,800)  51.01   -   - 
                 

Balance, September 28, 2013

  259,852  $51.17   231,247  $44.77 

Exercisable OptionsSeptember 28, 2013

  51,892       120,000     

The weighted-average fair value of incentive options granted during fiscal years ended September 28, 2013, September 29, 2012 and September 24, 2011 September 25, 2010was $13.76, $13.43 and September 26, 2009 was $12.52, $9.12 and $7.13, respectively. The weighted-average fair value of non-qualified stock options granted during the fiscal years ended September 28, 2013, September 29, 2012 and September 24, 2011 was $28.30, $16.32 and September 25, 2010 was $14.95, and $17.33, respectively.  There were no non-qualified options granted during the fiscal year ended September 26, 2009. The total intrinsic value of stock options exercised was $7.0$2.7 million, $5.1$3.2 million and $5.4$7.0 million in fiscal years 2013, 2012 and 2011, 2010 and 2009, respectively.

F-23

J & J SNACK FOODS CORP. AND SUBSIDIARES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE L – STOCK OPTIONS (Continued)

The total cash received from these option exercises was $3.4$2.6 million, $1.2$2.4 million and $2.3$3.4 million in fiscal years 2011, 20102013, 2012 and 2009,2011, respectively; and the actual tax benefit realized from the tax deductions from these option exercises was $1.2 million, $1.2$666,000, $1.0 million and $ 1.0$1.4 million in fiscal years 2013, 2012 and 2011, 2010 and 2009, respectively.

The following table summarizes information about incentive stock options outstanding atSeptember 28, 2013:

     

Options Outstanding

  

Options Exercisable

 

Range ofExercise Prices

  

Number

Outstanding

at

September 28,

2013

  

Weighted-

Average

Remaining

Contractual

Life (in years)

  

Weighted-

Average

Exercise

Price

  

Number

Exercisable

at

September 28,

2013

  

Weighted-

Average

Exercise

Price

 
$36.71-$51.14   147,542  

2.2

  $45.86   51,892  $36.73 
$57.15-$76.27   112,310  

3.9

  $58.06   -  $- 
      259,852          51,892     

 

The following table summarizes information about incentive stock options outstanding at September 24, 2011:
              
  Options Outstanding  Options Exercisable 
  Number Weighted-    Number    
  Outstanding  Average Weighted-  Exercisable  Weighted- 
  at  Remaining Average  at  Average 
 Range of September 24,  Contractual Exercise  September 24,  Exercise 
 Exercise Prices 2011  Life Price  2011  Price 
 $27.45-$41.16  166,170  2.3 years $35.15   69,936  $33.25 
 $41.50-$51.14  156,950  3.2 years $47.57   56,500  $41.60 
                  
   323,120        126,436     
                  
The following table summarizes information about nonqualified stock options outstanding at September 24, 2011:
 
  Options Outstanding  Options Exercisable 
  Number Weighted-   �� Number     
  Outstanding  Average Weighted-  Exercisable  Weighted- 
  at  Remaining Average  at  Average 
 Range of September 24,  Contractual Exercise  September 24,  Exercise 
 Exercise Prices 2011  Life Price  2011  Price 
 $19.77-$20.43  82,000  1.2 years $19.93   82,000  $19.93 
 $29.78-$41.75  100,000  6.2 years $34.32   60,000  $31.90 
 $47.59-$51.14  45,315  7.1 years $49.57   -  $- 
   227,315        142,000     

J & J SNACK FOODS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE L – STOCK OPTIONS- (continued)

The following table summarizes information about nonqualified stock options outstanding atSeptember 28, 2013:

     

Options Outstanding

  

Options Exercisable

 

Range ofExercise Prices

  

Number

Outstanding

at

September 28,

2013

  

Weighted-

Average

Remaining

Contractual

Life (in years)

  

Weighted-

Average

Exercise

Price

  

Number

Exercisable

at

September 28,

2013

  

Weighted-

Average

Exercise

Price

 
$20.43-$29.78   40,000  

1.6

  $25.10   40,000  $25.10 
$31.10-$41.75   80,000  

4.7

  $35.46   80,000  $35.46 
$47.59-$57.99   91,247  

5.6

  $53.67   -  $- 
$80.79-$80.79   20,000  

10.0

  $80.79   -  $- 
      231,247          120,000     

NOTE M – 401(k) PROFIT-SHARING PLAN


We maintain a 401(k) profit-sharing plan for our employees. Under this plan, we may make discretionary profit-sharing and matching 401(k) contributions. Contributions of $1,480,000,    $1,436,000$1,624,000, $1,662,000 and $1,354,000$1,480,000 were made in fiscal years 2013, 2012 and 2011, 2010 and 2009, respectively.


NOTE N – CASH FLOW INFORMATION


The following is supplemental cash flow information:

  Fiscal Year Ended 
  September 24,  September 25,  September 26, 
  2011  2010  2009 
  (in thousands) 
Cash paid for:         
  Interest $36  $76  $14 
  Income taxes  19,594   31,379   21,345 
             
Non cash items:            
  Capital leases $182  $625  $- 
F-24

J & J SNACK FOODS CORP. AND SUBSIDIARES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

  
  Fiscal Year Ended 
  

September 28,

2013

  

September 29,

2012

  

September 24,

2011

 
   (in thousands) 

Cash paid for:

            

Interest

 $50  $70  $36 

Income taxes

  35,496   23,864   19,594 
             

Non cash items:

            

Capital leases

 $-  $198  $182 

NOTE O – SEGMENT REPORTING


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. We have applied no aggregate criteria to any of these operating segments in order to determine reportable segments. Our three reportable segments are Food Service, Retail Supermarkets and Frozen Beverages. The Restaurant Group, operator of two BAVARIAN PRETZEL BAKERY retail stores with sales of $633,000 in the year ended September 24, 2011, has been included in Food Service because it no longer meets the quantitative thresholds under the guidance for reportable segments to be shown separately. All inter-segment net sales and expenses have been eliminated in computing net sales and operating income. These segments are described below.


J & J SNACK FOODS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE O – SEGMENT REPORTING- (continued)

Food Service


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

Retail Supermarkets


The primary products sold to the retail supermarket channel are soft pretzel products – including SUPERPRETZEL, frozen juice treats and desserts including LUIGI’S Real Italian Ice, MINUTE MAID Juice Bars and Soft Frozen Lemonade, WHOLE FRUIT frozen fruit bars and sorbet, ICEE Squeeze-Up Tubes and dough enrobed handheld products including PATIO burritos, TIO PEPE’S Churros and CALIFORNIA CHURROS.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 to the food service industry primarily under the names ICEE, SLUSH PUPPIE and PARROT ICE and ARCTIC BLAST in the United States, Mexico and Canada. We also provide repair and maintenance service to customers for customers’ owned equipment.


The Chief Operating Decision Maker for Food Service andRetail Supermarkets and Retail Supermarkets 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 is considered to be the one and only key variable 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:

 

F-25


J & J SNACK FOODS CORP. AND SUBSIDIARES

SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

NOTE O – SEGMENT REPORTING- (continued)

  

Fiscal year ended

 
             
  

September 28,

2013

  

September 29,

2012

  

September 24,

2011

 
      

(in thousands)

     
             

Sales to External Customers:

            

Food Service

            

Soft pretzels

 $145,026  $118,014  $103,943 

Frozen juices and ices

  48,831   53,813   49,740 

Churros

  56,099   45,974   41,583 

Handhelds

  26,488   27,818   8,865 

Bakery

  274,783   266,192   241,288 

Other

  9,532   9,451   18,143 
  $560,759  $521,262  $463,562 
             

Retail Supermarket

            

Soft pretzels

 $34,597  $33,842  $32,044 

Frozen juices and ices

  48,077   53,673   51,940 

Handhelds

  22,528   24,358   9,424 

Coupon redemption

  (3,681)  (3,222)  (3,857)

Other

  818   1,217   1,548 
  $102,339  $109,868  $91,099 
             

Frozen Beverages

            

Beverages

 $132,274  $135,436  $133,372 

Repair andmaintenance service

  52,813   49,115   42,608 

Machines sales

  17,376   13,136   11,362 

Other

  2,122   1,979   2,068 
  $204,585  $199,666  $189,410 
             

Consolidated Sales

 $867,683  $830,796  $744,071 
             

Depreciation and Amortization:

            

Food Service

 $18,999  $17,287  $16,986 

Retail Supermarket

  31   23   8 

Frozen Beverages

  14,522   13,627   13,240 
  $33,552  $30,937  $30,234 
             

Operating Income:

            

Food Service

 $65,907  $49,770  $46,171 

Retail Supermarket

  8,594   13,316   11,830 

Frozen Beverages

  22,903   21,881   18,582 
  $97,404  $84,967  $76,583 
             

Capital Expenditures:

            

Food Service

 $19,097  $28,504  $14,905 

Retail Supermarket

  -   -   - 

Frozen Beverages

  16,724   14,296   14,219 
  $35,821  $42,800  $29,124 
             

Assets:

            

Food Service

 $486,015  $453,509  $405,927 

Retail Supermarket

  6,067   6,098   3,579 

Frozen Beverages

  153,579   143,437   141,310 
  $645,661  $603,044  $550,816 

 
NOTE O - SEGMENT REPORTING (Continued)
  Fiscal year ended 
  September 24,  September 25,  September 26, 
  2011  2010  2009 
     (in thousands)    
Sales to External Customers:         
Food Service         
Soft pretzels $103,943  $100,694  $99,471 
Frozen juices and ices  49,740   47,273   50,272 
Churros  41,583   31,732   29,404 
Handhelds  8,865   -   - 
Bakery  241,288   234,032   229,371 
Other  18,143   24,075   10,492 
  $463,562  $437,806  $419,010 
             
Retail Supermarket            
Soft pretzels $32,044  $30,463  $30,506 
Frozen juices and ices  51,940   48,288   37,819 
Handhelds  9,424   -   - 
Coupon redemption  (3,857)  (3,399)  (3,753)
Other  1,548   767   586 
  $91,099  $76,119  $65,158 
             
Frozen Beverages            
Beverages $133,372  $128,125  $112,983 
Repair and maintenance service
  42,608   40,410   42,013 
Machines sales  11,362   11,964   11,729 
Other  2,068   2,279   2,154 
  $189,410  $182,778  $168,879 
             
Consolidated Sales $744,071  $696,703  $653,047 
             
Depreciation and Amortization:            
Food Service $16,994  $17,252  $16,563 
Retail Supermarket  -   -   - 
Frozen Beverages  13,240   12,600   11,190 
  $30,234  $29,852  $27,753 
             
Operating Income:            
Food Service $46,171  $50,220  $44,960 
Retail Supermarket  11,830   11,281   7,442 
Frozen Beverages  18,582   15,661   14,536 
  $76,583  $77,162  $66,938 
             
Capital Expenditures:            
Food Service $14,905  $18,392  $14,979 
Retail Supermarket  -   -   - 
Frozen Beverages  14,219   15,139   12,211 
  $29,124  $33,531  $27,190 
             
Assets:            
Food Service $405,927  $341,285  $307,814 
Retail Supermarket  3,579   2,731   2,731 
Frozen Beverages  141,310   139,978   129,282 
  $550,816  $483,994  $439,827 
F-26

J & J SNACK FOODS CORP. AND SUBSIDIARES

SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

NOTE P - QUARTERLY FINANCIAL DATA (UNAUDITED)

  

Fiscal Year Ended September 28, 2013

 
                 
  

Net Sales

  

Gross

Profit

  

Net

Earnings

  

Net Earnings

Per

Diluted

Share(1)

 
  

(in thousands, except per share information)

 
                 

1st Quarter

 $191,408  $54,135  $10,226  $0.54 

2nd Quarter

  201,326   58,151   12,660   0.67 

3rd Quarter

  237,036   75,322   21,172   1.12 

4th Quarter

  237,913   75,694   20,323   1.08 

Total

 $867,683  $263,302  $64,381  $3.41 

  

Fiscal Year Ended September 29, 2012

 
                 
  

Net Sales

  

Gross

Profit

  

Net

Earnings

  

Net Earnings

Per

Diluted

Share(1)

 
  

(in thousands, except per share information)

 
                 

1st Quarter

 $172,686  $46,406  $5,485  $0.29 

2nd Quarter

  189,554   53,987   10,423   0.55 

3rd Quarter

  226,335   72,507   18,672   0.99 

4th Quarter

  242,221   77,285   19,538   1.03 

Total

 $830,796  $250,185  $54,118  $2.86 

(1)   Total of quarterly amounts do not necessarily agree to the annualreport amounts due to separate quarterly calculations of weighted average shares outstanding.

NOTE Q – SUBSEQUENT EVENT

On October 14, 2013, we acquired certain assets and assumed certain liabilities of New York Pretzel, a manufacturer and distributor of soft pretzels selling primarily in the northeast to food service and retail locations. The acquisition is not material to our financial statements.

             
  Fiscal Year Ended September 24, 2011 
           Net Earnings 
           Per 
     Gross  Net  Diluted 
  Net Sales  Profit  Earnings  Share(1) 
  (in thousands, except per share information) 
             
1st Quarter $155,632  $46,101  $7,094  $0.38 
2nd Quarter  162,731   49,022   8,659   0.46 
3rd Quarter  206,328   67,541   23,326   1.24 
4th Quarter  219,380   67,110   15,984   0.85 
Total $744,071  $229,774  $55,063  $2.93 
 
  Fiscal Year Ended September 25, 2010 
              Net Earnings 
              Per 
      Gross  Net  Diluted 
  Net Sales  Profit  Earnings  Share(1) 
  (in thousands, except per share information) 
                 
1st Quarter $149,102  $46,019  $7,091  $0.38 
2nd Quarter  157,361   49,797   9,000   0.48 
3rd Quarter  189,729   65,031   15,861   0.85 
4th Quarter  200,511   66,933   16,457   0.88 
Total $696,703  $227,780  $48,409  $2.59 

(1)Total of quarterly amounts do not necessarily agree to the annual report amounts due to separate quarterly calculations of weighted average shares outstanding
F-27

J & J SNACK FOODS CORP. AND SUBSIDIARES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SUBSIDIARIES

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

Year

  

Description

  

Opening

Balance

  

Charged to

Expense

  

Deductions

  

Closing

Balance

 
                     

2013

  

Allowance for doubtful accounts

  $987,000  $(70,000) $63,000(1) $854,000 
                     

2012

  

Allowance for doubtful accounts

  $955,000  $276,000  $244,000(1) $987,000 
                     

2011

  

Allowance for doubtful accounts

  $893,000  $423,000  $361,000(1) $955,000 
                     
                     
                     

2013

  

Inventory Reserve

  $3,883,000  $2,768,000  $2,202,000(2) $4,449,000 
                     

2012

  

Inventory Reserve

  $4,615,000  $1,291,000  $2,023,000(2) $3,883,000 
                     

2011

  

Inventory Reserve

  $4,189,000  $1,931,000  $1,505,000(2) $4,615,000 


(1) Write-offs of uncollectible accounts receivable.

(2) Disposals of obsolete inventory. 

 

    Opening  Charged to      Closing 
Year Description Balance  Expense  Deductions   Balance 
                
2011 Allowance for doubtful accounts $591,000  $423,000  $361,000(1) $653,000 
                    
2010 Allowance for doubtful accounts $623,000  $493,000  $525,000(1) $591,000 
                    
2009 Allowance for doubtful accounts $926,000  $492,000  $795,000(1) $623,000 
                    
2011 Inventory Reserve $4,189,000  $1,931,000  $1,505,000(2) $4,615,000 
                    
2010 Inventory Reserve $4,209,000  $1,509,000  $1,529,000(2) $4,189,000 
                    
2009 Inventory Reserve $3,817,000  $2,036,000  $1,644,000(2) $4,209,000 
                    
(1) Write-off of uncollectible accounts receivable.              
(2) Disposals of obsolete inventory.                 
 
 

 
S-1