UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the period ended June 27, 202026, 2021

or

 

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Commission File Number:         0-14616

J&J SNACK FOODS CORP.

(Exact name of registrant as specified in its charter)

 

New Jersey22-1935537
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification No.)

                                              

6000 Central Highway, Pennsauken, New Jersey 08109

(Address of principal executive offices)

 

Telephone (856) 665-9533

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

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

                            

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

YesNo

                                                               

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

YesNo

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated filerAccelerated filer
Non-accelerated filer
  Smaller reporting company
Non-accelerated filer  Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

              ☐     Yes                         ☒    No

YesNo

 

As ofAt July 24,202023, 2021 there were 18,894,90819,063,903 shares of the Registrant’s Common Stock outstanding.

 



 

 

 

INDEX

 

Page


Number

Part I.

Financial Information 
  

Item l.

Consolidated Financial Statements

 
  

Consolidated Balance Sheets – June 27, 2020 (unaudited)26,2021(unaudited) and September 28, 201926, 2020

3

  

Consolidated Statements of (Loss) Earnings (unaudited) – Three and nine months endedEnded June 26, 2021 and June 27, 2020 and June 29, 2019

4

Consolidated Statements of Comprehensive (Loss) Income (unaudited) – Three and nine months Ended June 27, 202026, 2021 and June 29, 2019

27, 2020
5

  

Consolidated Statements of Changes In Stockholders’ Equity (unaudited) – Three and nine months Ended June 27, 202026, 2021 and June 29, 201927, 20206

  

Consolidated Statements of Cash Flows (unaudited) – Nine Months Ended June 27, 202026, 2021 and June 29, 201927, 2020

7

  

Notes to the Consolidated Financial Statements (unaudited)

8
  

Item 2.

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

27

  

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

31
  

Item 4.

Controls and Procedures

31

  

Part II.

Other Information

32
  

Item 6.   

Exhibits32

 

2


 

 

J & J SNACK FOODS CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in

 J & J SNACK FOODS CORP. AND SUBSIDIARIES

 CONSOLIDATED BALANCE SHEETS

 (in thousands, except share amounts)

 

 

June 27,

     

June 26,

    
 

2020

 

September 28,

  

2021

 

September 26,

 
 

(unaudited)

 

2019

  

(unaudited)

  

2020

 

Assets

        

Current assets

  

Cash and cash equivalents

 $169,961  $192,395  $276,268  $195,809 

Marketable securities held to maturity

 58,268  51,091  9,902  51,151 

Accounts receivable, net

 116,488  140,938  154,845  126,587 

Inventories

 120,564  116,165  114,822  108,923 

Prepaid expenses and other

  13,660   5,768   11,547   17,087 

Total current assets

 478,941  506,357  567,384  499,557 
  

Property, plant and equipment, at cost

  

Land

 2,494  2,494  2,494  2,494 

Buildings

 26,582  26,582  26,582  26,582 

Plant machinery and equipment

 331,481  315,360  340,693  330,168 

Marketing equipment

 253,533  240,681  253,199  250,914 

Transportation equipment

 9,905  9,725  10,232  9,966 

Office equipment

 34,935  31,217  34,291  33,878 

Improvements

 42,291  40,626  45,349  43,264 

Construction in progress

  16,199   10,039   28,134   19,995 

Total Property, plant and equipment, at cost

 717,420  676,724  740,974  717,261 

Less accumulated depreciation and amortization

  452,707   423,276   482,056   455,645 

Property, plant and equipment, net

 264,713  253,448  258,918  261,616 
  

Long-term assets

 

Other assets

 

Goodwill

 123,033  102,511  121,833  121,833 

Other intangible assets, net

 81,117  54,922  79,676  81,622 

Marketable securities held to maturity

 28,863  79,360  7,568  16,927 

Marketable securities available for sale

 13,232  19,903  11,273  13,976 

Operating lease right-of-use assets

 64,615  -  51,811  58,110 

Other

  2,772   2,838   3,083   2,912 

Total long-term assets

  313,632   259,534 

Total other assets

  275,244   295,380 

Total Assets

 $1,057,286  $1,019,339  $1,101,546  $1,056,553 
  

Liabilities and Stockholders' Equity

        

Current Liabilities

  

Current finance lease liabilities

 $329  $339  $252  $349 

Accounts payable

 68,829  72,029  97,117  73,135 

Accrued insurance liability

 12,131  10,457  15,764  13,039 

Accrued liabilities

 6,951  7,808  6,890  7,420 

Current operating lease liabilities

 13,913  -  12,780  13,173 

Accrued compensation expense

 14,814  21,154  15,000  16,134 

Dividends payable

  10,873   9,447   12,064   10,876 

Total current liabilities

 127,840  121,234  159,867  134,126 
  

Noncurrent finance lease liabilities

 456  718  417  368 

Noncurrent operating lease liabilities

 56,570  -  41,573  47,688 

Deferred income taxes

 61,348  61,920  64,284  64,413 

Other long-term liabilities

 472  1,716  375  460 
  

Stockholders' Equity

        

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

 -  - 

Common stock, no par value; authorized, 50,000,000 shares; issued and outstanding 18,888,000 and 18,895,000 respectively

 46,560  45,744 

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

 0  0 

Common stock, no par value; authorized, 50,000,000 shares; issued and outstanding 19,061,000 and 18,915,000 respectively

 69,572  49,268 

Accumulated other comprehensive loss

 (16,058) (12,988) (13,182) (15,587)

Retained Earnings

  780,098   800,995   778,640   775,817 

Total stockholders' equity

  810,600   833,751   835,030   809,498 

Total Liabilities and Stockholders' Equity

 $1,057,286  $1,019,339  $1,101,546  $1,056,553 

 

The accompanying notes are an integral part of these statements.

 

3



J & J SNACK FOODS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF (LOSS) EARNINGS
(Unaudited)

(in thousands, except per share amounts)

 

  

Three months ended

  

Nine months ended

 
  

June 27,

  

June 29,

  

June 27,

  

June 29,

 
  

2020

  

2019

  

2020

  

2019

 
                 

Net Sales

 $214,563  $326,701  $769,502  $874,615 
                 

Cost of goods sold

  177,367   225,352   585,002   617,155 

Gross Profit

  37,196   101,349   184,500   257,460 
                 

Operating expenses

                

Marketing

  21,952   26,398   68,532   69,792 

Distribution

  21,272   24,447   69,648   70,521 

Administrative

  8,374   10,668   28,166   29,909 

Plant shutdown impairment costs

  5,072   -   5,072   - 

Other general (income) expense

  (54)  794   (183)  1,343 

Total operating expenses

  56,616   62,307   171,235   171,565 
                 

Operating (loss) income

  (19,420)  39,042   13,265   85,895 
                 

Other income (expense)

                

Investment income

  1,300   1,953   2,673   5,775 

Interest expense & other

  (7)  1,972   (60)  1,920 
                 

(Loss) earnings before income taxes

  (18,127)  42,967   15,878   93,590 
                 

Income taxes

  (5,480)  12,095   4,157   24,838 
                 

NET (LOSS) EARNINGS

 $(12,647) $30,872  $11,721  $68,752 
                 

(Loss) earnings per diluted share

 $(0.67) $1.63  $0.62  $3.64 
                 

Weighted average number of diluted shares

  18,888   18,947   19,036   18,912 
                 

(Loss) earnings per basic share

 $(0.67) $1.64  $0.62  $3.66 
                 

Weighted average number of basic shares

  18,888   18,823   18,902   18,794 

 J & J SNACK FOODS CORP. AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF EARNINGS

 (Unaudited)

 (in thousands, except per share amounts)

 

  

Three months ended

  

Nine months ended

 
  

June 26,

  

June 27,

  

June 26,

  

June 27,

 
  

2021

  

2020

  

2021

  

2020

 
                 

Net Sales

 $324,344  $214,563  $821,519  $769,502 
                 

Cost of goods sold

  228,170   177,367   614,324   585,002 

Gross Profit

  96,174   37,196   207,195   184,500 
                 

Operating expenses

                

Marketing

  20,502   21,952   56,995   68,532 

Distribution

  27,311   21,272   75,643   69,648 

Administrative

  10,348   8,374   29,004   28,166 

Plant shutdown impairment costs

  0   5,072   0   5,072 

Other general (income) expense

  (131)  (54)  (399)  (183)

Total Operating Expenses

  58,030   56,616   161,243   171,235 
                 

Operating Income (loss)

  38,144   (19,420)  45,952   13,265 
                 

Other (expense)income

                

Investment income (loss)

  470   1,300   2,419   2,673 

Interest (expense) & other

  (8)  (7)  (19)  (60)
                 

Earnings (loss) before income taxes

  38,606   (18,127)  48,352   15,878 
                 

Income taxes (benefit)

  9,713   (5,480)  11,620   4,157 
                 

NET EARNINGS (LOSS)

 $28,893  $(12,647) $36,732  $11,721 
                 

Earnings (loss) per diluted share

 $1.51  $(0.67) $1.92  $0.62 
                 

Weighted average number of diluted shares

  19,185   18,888   19,116   19,036 
                 

Earnings (loss) per basic share

 $1.52  $(0.67) $1.93  $0.62 
                 

Weighted average number of basic shares

  19,045   18,888   18,996   18,902 

The accompanying notes are an integral part of these statements.

 

4


 

 

J&J SNACK FOODS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(Unaudited)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(in thousands)

 

  

Three months ended

  

Nine months ended

 
  

June 27,

  

June 29,

  

June 27,

  

June 29,

 
  

2020

  

2019

  

2020

  

2019

 
                 

Net (Loss) Earnings

 $(12,647) $30,872  $11,721  $68,752 
                 

Foreign currency translation adjustments

  41   496   (3,070)  (469)
                 

Total Other Comprehensive Income (loss)

  41   496   (3,070)  (469)
                 

Comprehensive (Loss) Income

 $(12,606) $31,368  $8,651  $68,283 
  

Three months ended

  

Nine months ended

 
  

June 26,

  

June 27,

  

June 26,

  

June 27,

 
  

2021

  

2020

  

2021

  

2020

 
                 

Net Earnings (loss)

 $28,893  $(12,647) $36,732  $11,721 
                 

Foreign currency translation adjustments

  657   41   2,405   (3,070)

Total Other Comprehensive Income (loss) , net of tax

  657   41   2,405   (3,070)
                 

Comprehensive Income (loss)

 $29,550  $(12,606) $39,137  $8,651 

 

The accompanying notes are an integral part of these statements.

 

5


 

 

J & J SNACK FOODS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(in thousands)

 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

 (in thousands)

 

         

Accumulated

                 

Accumulated

        
         

Other

                 

Other

        
 

Common Stock

 

Comprehensive

 

Retained

     

Common Stock

 

Comprehensive

 

Retained

    
 

Shares

 

Amount

 

Loss

 

Earnings

 

Total

  

Shares

  

Amount

  

Loss

  

Earnings

  

Total

 
  

Balance at September 28, 2019

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

Balance as September 26, 2020

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

Issuance of common stock upon exercise of stock options

 5  468  -  -  468  41  4,390  0  0  4,390 

Foreign currency translation adjustment

 -  -  810  -  810  -  0  2,279  0  2,279 

Dividends declared

 -  -  -  (10,867) (10,867) -  0  0  (10,900) (10,900)

Share-based compensation

 -  1,299  -  -  1,299  -  1,244  0  0  1,244 

Net earnings

 -  -  -  17,059  17,059   -   0   0   1,778   1,778 
            

Balance at December 28, 2019

  18,900   47,511   (12,178)  807,187   842,520 

Balance at December 26, 2020

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

Issuance of common stock upon exercise of stock options

 47  5,049  -  -  5,049  72  8,384  0  0  8,384 

Issuance of common stock for employee stock purchase plan

 6  783  -  -  783  6  714  0  0  714 

Foreign currency translation adjustment

 -  -  (3,921) -  (3,921) -  0  (531) 0  (531)

Issuance of common stock under deferred stock plan

 1  90  -  -  90 

Dividends declared

 -  -  -  (10,878) (10,878)

Share-based compensation

 -  1,088  -  -  1,088 

Repurchase of common stock

 (66) (8,972) -  -  (8,972)

Net earnings

  -   -   -   7,309   7,309 
 

Balance at March 28, 2020

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

Foreign currency translation adjustment

 -  -  41  -  41 

Dividends declared

 -  -  -  (10,873) (10,873)

Share-based compensation

 -  1,011  -  -  1,011 

Net loss

  -   -   -   (12,647)  (12,647)
 

Balance at June 27, 2020

  18,888  $46,560  $(16,058) $780,098  $810,600 
 
         

Accumulated

        
         

Other

        
 

Common Stock

 

Comprehensive

 

Retained

    
 

Shares

  

Amount

  

Loss

  

Earnings

  

Total

 
 

Balance at September 29, 2018

 18,754  $27,340  $(11,994) $743,745  $759,091 

Issuance of common stock upon exercise of stock options

 20  1,704  -  -  1,704 

Foreign currency translation adjustment

 -  -  (1,359) -  (1,359)

Reclass from accumulated other comprehensive gain

 -  -  (85) 85  - 

Dividends declared

 -  -  -  (9,389) (9,389) -  0  0  (10,943) (10,943)

Share-based compensation

 -  972  -  -  972  -  1,026  0  0  1,026 

Net earnings

  -   -   -   17,526   17,526   -   0   0   6,061   6,061 
  

Balance at December 29, 2018

  18,774   30,016   (13,438)  751,967   768,545 

Issuance of common stock upon exercise of stock options

 34  3,451  -  -  3,451 

Issuance of common stock for employee stock purchase plan

 6  772  -  -  772 

Foreign currency translation adjustment

 -  -  394  -  394 

Issuance of common stock under deferred stock plan

 1  90  -  -  90 

Dividends declared

 -  -  -  (9,405) (9,405)

Share-based compensation

 -  914  -  -  914 

Repurchase of common stock

 -  -  -  -  - 

Net earnings

  -   -   -   20,354   20,354 
 

Balance at March 30, 2019

  18,815   35,243   (13,044)  762,916   785,115 

Balance at March 27, 2021

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

Issuance of common stock upon exercise of stock options

 15  1,499  -  -  1,499  27  3,564  0  0  3,564 

Foreign currency translation adjustment

 -  -  496  -  496  -  0  657  0  657 

Dividends declared

 -  -  -  (9,413) (9,413) -  0  0  (12,066) (12,066)

Share-based compensation

 -  1,098  -  -  1,098  -  982  0  0  982 

Repurchase of common stock

 -  -  -  -  - 

Net earnings

  -   -   -   30,872   30,872   -   0   0   28,893   28,893 
  

Balance at June 29, 2019

  18,830  $37,840  $(12,548) $784,375  $809,667 

Balance at June 26, 2021

  19,061   69,572   (13,182)  778,640   835,030 

          

Accumulated

         
          

Other

         
  

Common Stock

  

Comprehensive

  

Retained

     
  

Shares

  

Amount

  

Loss

  

Earnings

  

Total

 
                     

Balance at September 28, 2019

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

Issuance of common stock upon exercise of stock options

  5   468   0   0   468 

Foreign currency translation adjustment

  -   0   810   0   810 

Dividends declared

  -   0   0   (10,867)  (10,867)

Share-based compensation

  -   1,299   0   0   1,299 

Net earnings

  -   0   0   17,059   17,059 
                     

Balance at December 28, 2019

  18,900  $47,511  $(12,178) $807,187  $842,520 

Issuance of common stock upon exercise of stock options

  47   5,049   0   0   5,049 

Issuance of common stock for employee stock purchase plan

  6   783   0   0   783 

Foreign currency translation adjustment

  -   0   (3,921)  0   (3,921)

Issuance of common stock under deferred stock plan

  1   90   0   0   90 

Dividends declared

  -   0   0   (10,878)  (10,878)

Share-based compensation

  -   1,088   0   0   1,088 

Repurchase of common stock

  (66)  (8,972)  0   0   (8,972)

Net earnings

  -   0   0   7,309   7,309 
                     

Balance at March 28, 2020

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

Foreign currency translation adjustment

  -   0   41   0   41 

Dividends declared

  -   0   0   (10,873)  (10,873)

Share-based compensation

  -   1,011   0   0   1,011 

Net loss

  -   0   0   (12,647)  (12,647)
                     

Balance at June 27, 2020

  18,888   46,560   (16,058)  780,098   810,600 

 

The accompanying notes are an integral part of these statements.

 

6


 

 

J & J SNACK FOODS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in

J & J SNACK FOODS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited) (in thousands)

 

 

Nine months ended

  

Nine Months Ended

 
 

June 27,

 

June 29,

  

June 26,

 

June 27,

 
 

2020

  

2019

  

2021

  

2020

 

Operating activities:

  

Net earnings

 $11,721  $68,752  $36,732  $11,721 

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

  

Depreciation of property, plant and equipment

 37,353  33,374 

Depreciation of fixed assets

 36,278  37,353 

Amortization of intangibles and deferred costs

 2,516  2,586  2,096  2,516 

Share-based compensation

 3,421  3,006  3,252  3,421 

Deferred income taxes

 (426) 690  (188) (426)

Loss on marketable securities

 1,746  410 

(Gain) loss on marketable securities

 (926) 1,746 

Plant shutdown impairment costs

 5,072  -  0  5,072 

Other

 (309) 350  (305) (309)

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

  

Decrease (increase) in accounts receivable

 24,634  (14,289)

(Increase) decrease in accounts receivable

 (27,940) 24,634 

Increase in inventories

 (3,751) (6,257) (5,964) (3,751)

(Increase) decrease in prepaid expenses

 (7,879) 957  5,710  (7,879)

(Decrease) increase in accounts payable and accrued liabilities

  (7,478)  11,584 

Increase (decrease) in accounts payable and accrued liabilities

  24,823   (7,478)

Net cash provided by operating activities

  66,620   101,163   73,568   66,620 

Investing activities:

  

Payment for purchases of companies, net of cash acquired

 (57,197) (1,155)

Payments for purchases of companies, net of cash acquired

 0  (57,197)

Purchases of property, plant and equipment

 (47,637) (42,136) (34,456) (47,637)

Purchases of marketable securities

 (6,103) (24,056) 0  (6,103)

Proceeds from redemption and sales of marketable securities

 54,125  29,721  54,191  54,125 

Proceeds from disposal of property, plant and equipment

 2,852  1,463 

Proceeds from disposal of property and equipment

 2,079  2,852 

Other

  (72)  (212)  42   (72)

Net cash used in investing activities

  (54,032)  (36,375)

Net cash provided by (used in) investing activities

  21,856   (54,032)

Financing activities:

  

Payments to repurchase common stock

 (8,972) -  0  (8,972)

Proceeds from issuance of stock

 6,300  7,426  17,178  6,300 

Payments on capitalized lease obligations

 (272) (33) (48) (272)

Payment of cash dividend

  (31,193)  (27,230)  (32,719)  (31,193)

Net cash used in financing activities

  (34,137)  (19,837)  (15,589)  (34,137)

Effect of exchange rate on cash and cash equivalents

  (885)  (333)  624   (885)

Net (decrease) increase in cash and cash equivalents

  (22,434)  44,618 

Net increase (decrease) in cash and cash equivalents

  80,459   (22,434)

Cash and cash equivalents at beginning of period

  192,395   111,479   195,809   192,395 

Cash and cash equivalents at end of period

 $169,961  $156,097  $276,268  $169,961 

 

The accompanying notes are an integral part of these statements.

 

7


 

J & J SNACK FOODS CORP. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

 

Note 1

The accompanying unaudited Consolidated Financial Statementsconsolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. They do not include all information and notes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended September 28, 2019.26, 2020.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position and the results of operations and cash flows.

The results of operations for the three and nine months ended June 26, 2021 and June 27, 2020 are not necessarily indicative of results for the full year. Sales of our frozen beverages and frozen juice bars and ices are generally higher in the third and fourth quarters due to warmer weather. Approximately 2/3 of our sales are to venues and locations that previously shut down or sharply curtailed their foodservice operations as a result of COVID-19, which has impacted the comparative nature of our results. While the majority of these venues have re-opened, the future impact of COVID-19 is still uncertain and continues to be monitored.

While we believe that the disclosures presented are adequate to make the information not misleading, we suggest that these consolidated financial statements be read in conjunction with the consolidated financial statements and the notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 26, 2020.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position and the results of operations and cash flows.

The results of operations for the three and nine months ended June 27, 2020 and June 29, 2019 are not necessarily indicative of results for the full year. Sales of our frozen beverages and frozen juice bars and ices are generally higher in the third and fourth quarters due to warmer weather. Additionally, approximately 2/3 of our sales are to venues and locations that have shut down or sharply curtailed their foodservice operations as a result of COVID-19 resulting in a negative impact on our business beginning in March 2020 which we anticipate will continue to have a negative impact on our business for an undetermined length of time.

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

While we believe that the disclosures presented are adequate to make the information not misleading, it is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and the notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 28, 2019.

 

 

Note 2

 

Revenue Recognition

 

When Performance Obligations Are Satisfied

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account for revenue recognition. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.

 

8

 

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

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

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

Significant Payment Terms

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

Shipping

All amounts billed to customers related to shipping and handling are classified as revenues; therefore, we recognize revenue for shipping and handling fees at the time the products are shipped or when services are performed. The cost of shipping products to the customer is recognized at the time the products are shipped to the customer and our policy is to classify them as Distribution expenses.

Variable Consideration

In addition to fixed contract consideration, our contracts include some form of variable consideration, including sales discounts, trade promotions and certain other sales and consumer incentives, including rebates and coupon redemptions. In general, variable consideration is treated as a reduction in revenue when the related revenue is recognized. Depending on the specific type of variable consideration, we use the most likely amount method to determine the variable consideration. We believe there will be no significant changes to our estimates of variable consideration when any related uncertainties are resolved with our customers. We review and update our estimates and related accruals of variable consideration each period based on historical experience. Our recorded liability for allowances, end-user pricing adjustments and trade spending was approximately $15.9 million at June 27, 2020 and $14.8 million at September 28, 2019.

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

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

Significant Payment Terms

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

Shipping

All amounts billed to customers related to shipping and handling are classified as revenues; therefore, we recognize revenue for shipping and handling fees at the time the products are shipped or when services are performed. The cost of shipping products to the customer is recognized at the time the products are shipped to the customer and our policy is to classify them as Distribution expenses.

 

9

 

Variable Consideration

In addition to fixed contract consideration, our contracts include some form of variable consideration, including sales discounts, trade promotions and certain other sales and consumer incentives, including rebates and coupon redemptions. In general, variable consideration is treated as a reduction in revenue when the related revenue is recognized. Depending on the specific type of variable consideration, we use the most likely amount method to determine the variable consideration. We believe there will be no significant changes to our estimates of variable consideration when any related uncertainties are resolved with our customers. We review and update our estimates and related accruals of variable consideration each period based on historical experience. Our recorded liability for allowances, end-user pricing adjustments and trade spending was $15,481,000 at June 26, 2021 and $14,345,000 at September 26, 2020.

Warranties & Returns

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

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

Contract Balances

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

 

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

Contract Balances

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

 (in thousands)  (in thousands) 
 

Three months ended

  Nine months ended  

Three months ended

  

Nine months ended

 
 

June 27,

 

June 29,

 

June 27,

 

June 29,

  

June 26,

 

June 27,

 

June 26,

 

June 27,

 
 

2020

  

2019

  

2020

  

2019

  

2021

  

2020

  

2021

  

2020

 
          

Beginning Balance

 $1,235  $1,655  $1,334  $1,865  $1,090  $1,235  $1,327  $1,334 

Additions to contract liability

 1,362  1,271  4,111  4,299  $1,237  1,362  4,182  4,111 

Amounts recognized as revenue

  (1,311)  (1,499)  (4,159)  (4,737) $(1,283)  (1,311)  (4,465)  (4,159)

Ending Balance

 $1,286  $1,427  $1,286  $1,427  $1,044  $1,286  $1,044  $1,286 

 

Disaggregation of Revenue
 

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

 

Allowance for Doubtful Receivables

We provide an allowance for doubtful receivables after taking into consideration historical experience and other factors. The allowance for doubtful receivables was $1,340,000 and $572,000 at June 27, 2020 and September 28, 2019, respectively. Our allowance has increased based on our assessment of collectability considering the impact of COVID-19 on some of our customers.

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

 

10

 

Allowance for Doubtful Receivables

We provide an allowance for doubtful receivables after taking into consideration historical experience and other factors. On September 27, 2020, the Company adopted guidance issued by the FASB in ASU 2016-13,Measurement of Credit Losses on Financial Instruments, which requires companies to recognize an allowance that reflects a current estimate of credit losses expected to be incurred over the life of the asset. Adoption of this new guidance did not have a material impact on the consolidated financial statements. The Company continuously monitors collections and payments from its customers and maintains a provision for estimated credit losses. The allowance for doubtful accounts considers a number of factors including the age of receivable balances, the history of losses, expectations of future credit losses and the customers’ ability to pay off obligations. The allowance for doubtful receivables was $1,185,000 and $1,388,000 on June 26, 2021 and September 26, 2020, respectively.

 

Note 3

Depreciation of equipment and buildings is provided for by the straight-line method over the assets’ estimated useful lives. Amortization of improvements is provided for by the straight-line method over the term of the lease or the assets’ estimated useful lives, whichever is shorter. Licenses and rights, customer relationships and non-compete agreements arising from acquisitions are amortized by the straight-line method over periods ranging from 2 to 20 years. Depreciation expense was $12,543,000$12,025,000 and $11,484,000$12,543,000 for the three months ended June 27, 202026, 2021 and June 29, 2019,27, 2020, respectively and $37,353,000$36,278,000 and $33,374,000$37,353,000 for the nine months ended June 27, 202026, 2021 and June 29, 2019,27, 2020, respectively. $1,854,000 of equipment, at cost net of accumulated depreciation, was impaired in our foodservice segment as a result of the pending shutdown of our Midwest manufacturing plant.

 

 

Note 4

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

 

  

Three Months Ended June 27, 2020

 
  

Loss

  

Shares

  

Per Share

 
  

(Numerator)

  

(Denominator)

  

Amount

 
             
  

(in thousands, except per share amounts)

 

Basic EPS

            

Net Loss available to common stockholders

 $(12,647)  18,888  $(0.67)
             

Effect of Dilutive Securities

            

Options

  -   -   - 
             

Diluted EPS

            

Net Loss available to common stockholders plus assumed conversions

 $(12,647)  18,888  $(0.67)
11

 
  

Three Months Ended June 26, 2021

 
  

Income

  

Shares

  

Per Share

 
  

(Numerator)

  

(Denominator)

  

Amount

 
             
  

(in thousands, except per share amounts)

 

Basic EPS

            

Net Earnings available to common stockholders

 $28,893   19,045  $1.52 
             

Effect of Dilutive Securities

            

Options

  0   140   (0.01)
             

Diluted EPS

            

Net Earnings available to common stockholders plus assumed conversions

 $28,893   19,185  $1.51 

20,800 anti-dilutive shares have been excluded in the computation of EPS for  the three months ended June 26, 2021

  

Nine Months Ended June 26, 2021

 
  

Income

  

Shares

  

Per Share

 
  

(Numerator)

  

(Denominator)

  

Amount

 
             
  

(in thousands, except per share amounts)

 

Basic EPS

            

Net Earnings available to common stockholders

 $36,732   18,996  $1.93 
             

Effect of Dilutive Securities

            

Options

  0   120   (0.01)
             

Diluted EPS

            

Net Earnings available to common stockholders plus assumed conversions

 $36,732   19,116  $1.92 

289,692 anti-dilutive shares have been excluded in the computation of EPS for the nine months ended June 26, 2021

12

 
  

Three Months Ended June 27, 2020

 
  

Income

  

Shares

  

Per Share

 
  

(Numerator)

  

(Denominator)

  

Amount

 
             
  

(in thousands, except per share amounts)

 

Basic EPS

            

Net Earnings available to common stockholders

 $(12,647)  18,888  $(0.67)
             

Effect of Dilutive Securities

            

Options

  0   0   0 
             

Diluted EPS

            

Net Earnings available to common stockholders plus assumed conversions

 $(12,647)  18,888  $(0.67)

 

845,977 anti-dilutive shares have been excluded in the computation  of EPS for the three months ended June 27, 2020.2020

 

11

 
  

Nine Months Ended June 27, 2020

 
  

Income

  

Shares

  

Per Share

 
  

(Numerator)

  

(Denominator)

  

Amount

 
             
  

(in thousands, except per share amounts)

 

Basic EPS

            

Net Earnings available to common stockholders

 $11,721   18,902  $0.62 
             

Effect of Dilutive Securities

            

Options

  -   134   - 
             

Diluted EPS

            

Net Earnings available to common stockholders plus assumed conversions

 $11,721   19,036  $0.62 
  

Nine Months Ended June 27, 2020

 
  

Income

  

Shares

  

Per Share

 
  

(Numerator)

  

(Denominator)

  

Amount

 
             
  

(in thousands, except per share amounts)

 

Basic EPS

            

Net Earnings available to common stockholders

 $11,721   18,902  $0.62 
             

Effect of Dilutive Securities

            

Options

  0   134   0 
             

Diluted EPS

            

Net Earnings available to common stockholders plus assumed conversions

 $11,721   19,036  $0.62 

 

169,246 anti-dilutive shares have been excluded in the computation  of EPS for the nine months ended June 27, 2020

 

  

Three Months Ended June 29, 2019

 
  

Income

  

Shares

  

Per Share

 
  

(Numerator)

  

(Denominator)

  

Amount

 
             
  

(in thousands, except per share amounts)

 

Basic EPS

            

Net Earnings available to common stockholders

 $30,872   18,823  $1.64 
             

Effect of Dilutive Securities

            

Options

  -   124   (0.01)
             

Diluted EPS

            

Net Earnings available to common stockholders plus assumed conversions

 $30,872   18,947  $1.63 

163,670 anti-dilutive shares have been excluded in the computation of EPS for the nine months ended June 29, 2019

12

 
  

Nine Months Ended June 29, 2019

 
  

Income

  

Shares

  

Per Share

 
  

(Numerator)

  

(Denominator)

  

Amount

 
             
  

(in thousands, except per share amounts)

 

Basic EPS

            

Net Earnings available to common stockholders

 $68,752   18,794  $3.66 
             

Effect of Dilutive Securities

            

Options

  -   118   (0.02)
             

Diluted EPS

            

Net Earnings available to common stockholders plus assumed conversions

 $68,752   18,912  $3.64 

163,670 anti-dilutive shares have been excluded in the computation of EPS for the nine months ended June 29, 2019

 

Note 5

At June 27, 2020,26, 2021, the Company has three stock-based employee compensation plans. Share-based compensation expense was recognized as follows:

 

  

Three months ended

  

Nine months ended

 
  

June 27,

  

June 29,

  

June 27,

  

June 29,

 
  

2020

  

2019

  

2020

  

2019

 
                 

Stock Options

 $890  $663  $2,267  $1,741 

Stock purchase plan

  57   187   328   324 

Stock issued to an outside director

  17   17   50   50 

Total share-based compensation

 $964  $867  $2,645  $2,115 
                 

The above compensation is net of tax benefits

 $70  $254  $822  $937 

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 2020nine months: expected volatility of 17.4%; risk-free interest rate of 0.3%; dividend rate of 1.8% and expected lives of 51 months.

During the fiscal year 2020nine month period, the Company granted 161,682 stock options. The weighted-average grant date fair value of these options was $14.40.

During the fiscal year 2019nine month period, the Company granted 165,170 stock options. The weighted-average grant date fair value of these options was $26.29.

  

Three months ended

  

Nine months ended

 
  

June 26,

  

June 27,

  

June 26,

  

June 27,

 
  

2021

  

2020

  

2021

  

2020

 
  (in thousands)

Stock Options

 $512  $890  $1,505  $2,267 

Stock purchase plan

  171   57   513   328 

Stock issued to outside director

  11   17   33   50 

Restricted stock issued to an employee

  23   0   70   0 

Total share-based compensation

 $717  $964  $2,121  $2,645 
                 

The above compensation is net of tax benefits

 $265  $70  $1,131  $822 

 

13

 

Expected volatility is based on the historical volatility of the price of our common shares over the past 51 months for 5 year options and 10 years for 10

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 2021nine months: expected volatility of 25.8%; risk-free interest rate of 0.8%; dividend rate of 1.4% and expected lives of 51 months.

During  the fiscal year2021nine-month period, the Company granted 138,432 stock options. The weighted-average grant date fair value of these options was $31.20.

During the fiscal year 2020nine-month period, the Company granted 161,682 stock options. The weighted-average grant date fair value of these options was $14.40.

Expected volatility is based on the historical volatility of the price of our common shares over the past 51 months for 5-year options and 10 years for 10-year options. We use historical information to estimate expected life and forfeitures within the valuation model. The expected term of awards represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the expected life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Compensation cost is recognized using a straight-line method over the vesting or service period and is net of estimated forfeitures.

 

 

Note 6

We account for our income taxes under the liability method. Under the liability method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates that will be in effect when these differences reverse. Deferred tax expense is the result of changes in deferred tax assets and liabilities.

Additionally, we recognize a liability for income taxes and associated penalties and interest for tax positions taken or expected to be taken in a tax return which are more likely than not to be overturned by taxing authorities (“uncertain tax positions”).  We have not recognized a tax benefit in our financial statements for these uncertain tax positions.  

The total amount of gross unrecognized tax benefits is $360,000 and $414,000 on June 27, 2020 and September 28, 2019, respectively, all of which would impact our effective tax rate over time, if recognized. We recognize interest and penalties related to uncertain tax positions as a part of the provision for income taxes. As of June 27, 2020, and September 28, 2019, respectively, the Company has $263,000 and $279,000

Additionally, we recognize a liability for income taxes and associated penalties and interest for tax positions taken or expected to be taken in a tax return which are more likely than not to be overturned by taxing authorities (“uncertain tax positions”).  We have not recognized a tax benefit in our financial statements for these uncertain tax positions.  

The total amount of gross unrecognized tax benefits is $343,000 and $360,000 on June 26, 2021 and September 26, 2020, respectively, all of which would impact our effective tax rate over time, if recognized. We recognize interest and penalties related to uncertain tax positions as a part of the provision for income taxes. As of June 26, 2021, and September 26, 2020, the Company has $267,000 of accrued interest and penalties.


In addition to our federal tax return and tax returns for Mexico and Canada, we file tax returns in all states that have a corporate income tax with virtually all open for examination for
three to four years.

Net earnings in last year’s nine months benefitted by a reduction of approximately $900,000 in tax as the provision for the one time repatriation tax as a result of the Tax Cuts and Job Act of 2017 was reduced as the amount recorded the year prior was an estimate. Excluding the reduction in the provision for the one-time repatriation tax, our effective tax rate was 27.5% in last year’s nine months.   

Note 7

In February 2016, the FASB issued guidance on lease accounting which requires that an entity recognize most leases on its balance sheet. The guidance retains a dual lease accounting model for purposes of income statement recognition, continuing the distinction between what are currently known as “capital” and “operating” leases for lessees. We adopted the guidance on September 29, 2019 using this alternate transition method, but we did not record a cumulative-effect adjustment from initially applying the standard. We elected the package of practical expedients that permits us not to reassess our prior conclusions about lease identification, lease classification and initial direct costs and made an accounting policy election to exclude short-term leases with an initial term of 12 months or less from our Consolidated Balance Sheets. We have completed the implementation of a lease accounting system to enable the preparation of financial information and have implemented relevant accounting policies and internal controls surrounding the lease accounting process. As a result of adoption, we recognized a right-of-use asset and lease liability of $71 million and $72 million, respectively. The right-of-use asset balance reflects the reclassification of deferred rent and prepaid rent against the initial asset. The adoption did not impact our results of operations or cash flows. See additional lease disclosures in Note 14.

 

14

 

In addition to our federal tax return and tax returns for Mexico and Canada, we file tax returns in all states that have a corporate income tax with virtually all open for examination for three to four years.

Our effective tax rate for the nine months ended June 26, 2021 was 24%, primarily due to a $1,131,000 tax benefit related to share-based compensation. Our effective tax rate for the nine months ended June 27, 2020 was 26%.

In June 2016, the FASB issued guidance to update the methodology used to measure current expected credit losses (CECL). This guidance applies to financial assets measured at amortized cost, including loans, held-to-maturity debt securities, net investments in leases, and trade accounts receivable as well as certain off-balance sheet credit exposures, such as loan commitments. This guidance replaces the current incurred loss impairment methodology with a methodology to reflect CECL and requires consideration of a broader range of reasonable and supportable information to explain credit loss estimates. The guidance must be adopted using a modified retrospective transition method through a cumulative-effect adjustment to retained earnings/(deficit) in the period of adoption. This guidance will be effective beginning in the first quarter of our fiscal year 2021.  Early adoption is permitted. We are currently evaluating the impact this guidance will have on our financial statements and related disclosures.

Note 7

In June 2016, the FASB issued ASU 2016-13,Measurement of Credit Losses on Financial Instruments, which changes the impairment model used to measure credit losses for most financial assets. We are required to recognize an allowance that reflects the Company’s current estimate of credit losses expected to be incurred over the life of the financial asset, including trade receivables and held-to-maturity debt securities.

The Company adopted this guidance in the first quarter of Fiscal 2021 using the modified retrospective transition method. The adoption of ASU 2016-13 did not have a material impact on the Company’s consolidated financial statements.

 

 

Note 8

Inventories consist of the following:

 

 

June 27,

 

September 28,

  

June 26,

 

September 26,

 
 

2020

  

2019

  

2021

  

2020

 
 

(unaudited)

     

(unaudited)

    
 

(in thousands)

  

(in thousands)

 
  

Finished goods

 $51,456  $53,225  $40,850  $40,184 

Raw materials

 24,679  22,146  29,171  24,550 

Packaging materials

 10,525  9,703  12,080  10,545 

Equipment parts and other

  33,904   31,091   32,721   33,644 

Total Inventories

 $120,564  $116,165  $114,822  $108,923 

 

       $2.0 million of inventory was written down in the quarter as we consider it to be unsaleable.

15

 

Note 9

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

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

 

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

15

 

Food Service

 

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

 

Retail Supermarkets

 

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

 

Frozen Beverages

 

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

 

16

The Chief Operating Decision Maker for Food Service and Retail Supermarkets and the Chief Operating Decision Maker for Frozen Beverages monthly review detailed operating income statements and sales reports in order to assess performance and allocate resources to each individual segment. Sales and operating income are key variables monitored by the Chief Operating Decision Makers and management when determining each segment’s and the company’s financial condition and operating performance. In addition, the Chief Operating Decision Makers review and evaluate depreciation, capital spending and assets of each segment on a quarterly basis to monitor cash flow and asset needs of each segment. Due to a change in management and the reporting of our MARYB’s biscuit operations, which had sales and operating income of $25,316,000 and $1,584,000, respectively, in our 2019 fiscal year, we have reclassified the operations from our Food Service segment to our Retail Supermarket segment, which is reflected in both periods reported. Information regarding the operations in these three reportable segments is as follows:

  

Three months ended

  

Nine months ended

 
  

June 27,

  

June 29,

  

June 27,

  

June 29,

 
  

2020

  

2019

  

2020

  

2019

 
                 

Sales to External Customers:

                

Food Service

                

Soft pretzels

 $21,384  $55,867  $116,985  $154,670 

Frozen juices and ices

  8,688   13,862   25,222   30,336 

Churros

  7,321   18,888   38,466   49,793 

Handhelds

  7,448   8,550   22,084   25,339 

Bakery

  69,237   90,084   255,016   268,735 

Other

  2,543   6,105   13,628   19,576 

Total Food Service

 $116,621  $193,356  $471,401  $548,449 
                 

Retail Supermarket

                

Soft pretzels

 $12,716  $7,294  $34,874  $28,309 

Frozen juices and ices

  33,322   26,515   59,279   52,179 

Biscuits

  8,151   5,215   21,759   19,437 

Handhelds

  3,257   3,063   9,135   8,110 

Coupon redemption

  (807)  (962)  (2,216)  (2,163)

Other

  863   642   1,668   1,341 

Total Retail Supermarket

 $57,502  $41,767  $124,499  $107,213 
                 

Frozen Beverages

                

Beverages

 $16,456  $56,937  $83,606  $121,976 

Repair and maintenance service

  17,259   22,514   61,524   62,291 

Machines revenue

  6,363   11,810   27,254   33,875 

Other

  362   317   1,218   811 

Total Frozen Beverages

 $40,440  $91,578  $173,602  $218,953 
                 

Consolidated Sales

 $214,563  $326,701  $769,502  $874,615 
                 

Depreciation and Amortization:

                

Food Service

 $7,050  $6,973  $21,208  $19,911 

Retail Supermarket

  468   335   1,156   990 

Frozen Beverages

  5,864   5,015   17,505   15,059 

Total Depreciation and Amortization

 $13,382  $12,323  $39,869  $35,960 
                 

Operating (Loss)Income:

                

Food Service

 $(18,242) $21,030  $7,743  $57,909 

Retail Supermarket

  7,910   3,775   14,464   9,025 

Frozen Beverages

  (9,088)  14,237   (8,942)  18,961 

Total Operating (Loss) Income

 $(19,420) $39,042  $13,265  $85,895 
                 

Capital Expenditures:

                

Food Service

 $7,865  $8,665  $26,599  $23,346 

Retail Supermarket

  390   597   1,625   1,730 

Frozen Beverages

  2,397   6,523   19,413   17,060 

Total Capital Expenditures

 $10,652  $15,785  $47,637  $42,136 
                 

Assets:

                

Food Service

 $729,331  $751,641  $729,331  $751,641 

Retail Supermarket

  33,766   24,825   33,766   24,825 

Frozen Beverages

  294,189   219,224   294,189   219,224 

Total Assets

 $1,057,286  $995,690  $1,057,286  $995,690 

16

  

Three months ended

  

Nine months ended

 
  

June 26

  

June 27

  

June 26

  

June 27

 
  

2021

  

2020

  

2021

  

2020

 
                 
                 

Sales to External Customers:

                

Food Service

                

Soft pretzels

 $50,895  $21,384  $120,359  $116,985 

Frozen juices and ices

  13,927   8,688   30,812   25,222 

Churros

  20,096   7,321   46,358   38,466 

Handhelds

  18,971   7,448   56,574   22,084 

Bakery

  85,706   69,237   257,580   255,016 

Other

  6,884   2,543   14,546   13,628 

Total Food Service

 $196,478  $116,621  $526,226  $471,401 
                 

Retail Supermarket

                

Soft pretzels

 $11,193  $12,716  $40,871  $34,874 

Frozen juices and ices

  36,898   33,322   71,600   59,279 

Biscuits

  4,562   8,151   18,717   21,759 

Handhelds

  1,191   3,257   6,215   9,135 

Coupon redemption

  (513)  (807)  (2,196)  (2,216)

Other

  526   863   1,652   1,668 

Total Retail Supermarket

 $53,857  $57,502  $136,859  $124,499 
                 

Frozen Beverages

                

Beverages

 $42,279  $16,456  $76,663  $83,606 

Repair and maintenance service

  22,789   17,259   59,903   61,524 

Machines revenue

  8,404   6,363   20,556   27,254 

Other

  536   362   1,312   1,218 

Total Frozen Beverages

 $74,009  $40,440  $158,434  $173,602 
                 

Consolidated Sales

 $324,344  $214,563  $821,519  $769,502 
                 

Depreciation and Amortization:

                

Food Service

 $6,817  $7,050  $20,334  $21,208 

Retail Supermarket

  378   468   1,147   1,156 

Frozen Beverages

  5,469   5,864   16,893   17,505 

Total Depreciation and Amortization

 $12,664  $13,382  $38,374  $39,869 
                 

Operating Income :

                

Food Service

 $17,644  $(18,242) $29,879  $7,743 

Retail Supermarket

  9,080   7,910   20,167   14,464 

Frozen Beverages

  11,420   (9,088)  (4,094)  (8,942)

Total Operating Income (Loss)

 $38,144  $(19,420) $45,952  $13,265 
                 

Capital Expenditures:

                

Food Service

 $10,383  $7,865  $25,915  $26,599 

Retail Supermarket

  93   390   194   1,625 

Frozen Beverages

  5,151   2,397   8,347   19,413 

Total Capital Expenditures

 $15,627  $10,652  $34,456  $47,637 
                 

Assets:

                

Food Service

 $779,730  $729,331  $779,730  $729,331 

Retail Supermarket

  33,405   33,766   33,405   33,766 

Frozen Beverages

  288,411   294,189   288,411   294,189 

Total Assets

 $1,101,546  $1,057,286  $1,101,546  $1,057,286 

 

17

 
 

Note 10

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

 

The carrying amounts of acquired intangible assets for the Food Service, Retail Supermarkets and Frozen Beverage segments as of June 27, 202026, 2021 and September 28, 201926, 2020 are as follows:

 

  

June 27, 2020

  

September 28, 2019

 
  

Gross

      

Gross

     
  

Carrying

  

Accumulated

  

Carrying

  

Accumulated

 
  

Amount

  

Amortization

  

Amount

  

Amortization

 
      

(in thousands)

     

FOOD SERVICE

                
                 

Indefinite lived intangible assets

                

Trade names

 $10,408  $-  $10,408  $- 
                 

Amortized intangible assets

                

Non compete agreements

  670   603   858   665 

Customer relationships

  19,737   11,247   19,900   9,954 

License and rights

  1,690   1,291   1,690   1,227 

TOTAL FOOD SERVICE

 $32,505  $13,141  $32,856  $11,846 
                 

RETAIL SUPERMARKETS

                
                 

Indefinite lived intangible assets

                

Trade names

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

Amortized Intangible Assets

                

Trade names

  676   487   676   389 

Customer relationships

  7,907   4,942   7,979   4,421 

TOTAL RETAIL SUPERMARKETS

 $21,333  $5,429  $21,405  $4,810 
                 
                 

FROZEN BEVERAGES

                
                 

Indefinite lived intangible assets

                

Trade names

 $9,315  $-  $9,315  $- 

Distribution rights

  34,900   -   6,900   - 
                 

Amortized intangible assets

                

Customer relationships

  1,439   222   737   102 

Licenses and rights

  1,400   983   1,400   933 

TOTAL FROZEN BEVERAGES

 $47,054  $1,205  $18,352  $1,035 
                 

CONSOLIDATED

 $100,892  $19,775  $72,613  $17,691 

Fully amortized intangible assets have been removed from the June 27, 2020 amounts. Intangible assets of $21,769,000 were added in the frozen beverages segment from the acquisition of ICEE Distributors in the quarter ended December 28, 2019 and $6,933,000 from the acquisition of BAMA ICEE in the quarter ended March 28, 2020.

18

Amortizing intangible assets are being amortized by the straight-line method over periods ranging from 2 to 20 years and amortization expense is reflected throughout operating expenses. Aggregate amortization expense of intangible assets for the three months ended June 27, 2020 and June 29, 2019 was $831,000 and $836,000, respectively. Aggregate amortization expense of intangible assets for the nine months ended June 27, 2020 and June 29, 2019 was $2,507,000 and $2,521,000, respectively.

Estimated amortization expense for the next five fiscal years is approximately $3,100,000 in 2020, $2,500,000 in 2021, $2,300,000 in 2022, $2,300,000 in 2023 and $2,000,000 in 2024. The weighted amortization period of the intangible assets is 10.7 years.

Goodwill 

The carrying amounts of goodwill for the Food Service, Retail Supermarket and Frozen Beverage segments are as follows:

  Food  Retail  Frozen     
  Service  Supermarket  Beverages  Total 
  (in thousands) 
                 

Balance at June 27, 2020

 $61,189  $4,146  $57,698  $123,033 
                 

Balance at September 28, 2019

 $61,189  $4,146  $37,176  $102,511 

Goodwill of $16,973,000 was added in the frozen beverages segment from the acquisition of ICEE Distributors in the quarter ended December 28, 2019 and $3,549,000 from the acquisition of BAMA ICEE in the quarter ended March 28, 2020. `

  June 26, 2021     

September 26, 2020

 
  

Gross

      

Gross

     
  

Carrying

  

Accumulated

  

Carrying

  

Accumulated

 
  

Amount

  

Amortization

  

Amount

  

Amortization

 
  

(in thousands)

 

FOOD SERVICE

                
                 

Indefinite lived intangible assets

                

Trade names

 $10,408  $-  $10,408  $- 
                 

Amortized intangible assets

                

Non compete agreements

  670   670   670   645 

Customer relationships

  13,000   5,863   19,737   11,595 

License and rights

  1,690   1,375   1,690   1,312 

TOTAL FOOD SERVICE

 $25,768  $7,908  $32,505  $13,552 
                 

RETAIL SUPERMARKETS

                
                 

Indefinite lived intangible assets

                

Trade names

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

Amortized Intangible Assets

                

Trade names

  676   619   676   519 

Customer relationships

  7,907   5,733   7,907   5,140 

TOTAL RETAIL SUPERMARKETS

 $21,333  $6,352  $21,333  $5,659 
                 
                 

FROZEN BEVERAGES

                
                 

Indefinite lived intangible assets

                

Trade names

 $9,315  $-  $9,315  $- 

Distribution rights

  36,100   -   36,100   - 
                 

Amortized intangible assets

                

Customer relationships

  1,439   365   1,439   257 

Licenses and rights

  1,400   1,054   1,400   1,002 

TOTAL FROZEN BEVERAGES

 $48,254  $1,420  $48,254  $1,259 
                 

CONSOLIDATED

 $95,355  $15,680  $102,092  $20,470 

Fully amortized intangible assets have been removed from the June 26, 2021 amounts.

Amortizing intangible assets are being amortized by the straight-line method over periods ranging from 2 to 20 years and amortization expense is reflected throughout operating expenses. Aggregate amortization expense of intangible assets for the three months ended June 26, 2021 and June 27, 2020 was $639,000 and $831,000, respectively. Aggregate amortization expense of intangible assets for the nine months ended June 26, 2021 and June 27, 2020 was $2,096,000 and $2,507,000, respectively.

18

Estimated amortization expense for the next five fiscal years is approximately $2,500,000 in 2021, $2,300,000 in 2022, $2,300,000 in 2023, $2,000,000 in 2024, and $1,400,000 in 2025. The weighted amortization period of the intangible assets is 10.9 years.

Goodwill          

The carrying amounts of goodwill for the Food Service, Retail Supermarket and Frozen Beverage segments are as follows:

  Food  Retail  Frozen    
  Service  

Supermarket

  Beverages  Total 
  (in thousands) 

Balance at June 26, 2021

 $61,189  $4,146  $56,498  $121,833 
                 

Balance at September 26, 2020

 $61,189  $4,146  $56,498  $121,833 

   

 

Note 11

We have classified our investment securities as marketable securities held to maturity and available for sale. The FASB defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the FASB has established three levels of inputs that may be used to measure fair value:

 

Level 1

Observable input such as quoted prices in active markets for identical assets or liabilities;

 

Level 2

Observable inputs, other than Level 1 inputs in active markets, that are observable either directly or indirectly; and

Level 3

Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions.

Marketable securities held to maturity and available for sale consist primarily of investments in mutual funds, preferred stock, and corporate bonds.  The fair values of mutual funds are based on quoted market prices in active markets and are classified within Level 1 of the fair value hierarchy.  The fair values of preferred stock and corporate bonds are based on quoted prices for identical or similar instruments in markets that are not active.  As a result, preferred stock and corporate bonds are classified within Level 2 of the fair value hierarchy. 

19

 

Level 2

The amortized cost, unrealized gains and losses, and fair market values of our investment securities held to maturity at June 26, 2021 are summarized as follows:

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.

Marketable securities held to maturity and available for sale consist primarily of investments in mutual funds, preferred stock and corporate bonds.  The fair values of mutual funds are based on quoted market prices in active markets and are classified within Level 1 of the fair value hierarchy.  The fair values of preferred stock, corporate bonds and certificates of deposit are based on quoted prices for identical or similar instruments in markets that are not active.  As a result, preferred stock, corporate bonds and certificates of deposit are classified within Level 2 of the fair value hierarchy.
      

Gross

  

Gross

  

Fair

 
  

Amortized

  

Unrealized

  

Unrealized

  

Market

 
  

Cost

  

Gains

  

Losses

  

Value

 
  

(in thousands)

 
                 

Corporate Bonds

 $17,470  $243  $6  $17,707 

Total marketable securities held to maturity

 $17,470  $243  $6  $17,707 

The amortized cost, unrealized gains and losses, and fair market values of our investment securities available for sale at June 26, 2021 are summarized as follows:

      

Gross

  

Gross

  

Fair

 
  

Amortized

  

Unrealized

  

Unrealized

  

Market

 
  

Cost

  

Gains

  

Losses

  

Value

 
  

(in thousands)

 
                 

Mutual Funds

 $3,588  $0  $581  $3,007 

Preferred Stock

  8,107   213   54   8,266 

Total marketable securities available for sale

 $11,695  $213  $635  $11,273 

The mutual funds seek current income with an emphasis on maintaining low volatility and overall moderate duration. The Fixed-to-Floating Perpetual Preferred Stock generate fixed income to call dates in 2021 and 2025 and then income is based on a spread above LIBOR if the securities are not called. The mutual funds and Fixed-to-Floating Perpetual Preferred Stock do not have contractual maturities; however, we classify them as long-term assets as it is our intent to hold them for a period of over one year, although we may sell some or all of them depending on presently unanticipated needs for liquidity or market conditions. The corporate bonds generate fixed income to maturity dates in 2021 through 2023, with $17.5 million maturing within 2 years. Our expectation is that we will hold the corporate bonds to their maturity dates and redeem them at our amortized cost.

20

The amortized cost, unrealized gains and losses, and fair market values of our investment securities held to maturity at September 26, 2020 are summarized as follows:

      

Gross

  

Gross

  

Fair

 
  

Amortized

  

Unrealized

  

Unrealized

  

Market

 
  

Cost

  

Gains

  

Losses

  

Value

 
  

(in thousands)

 
                 

Corporate Bonds

  68,078   1,015   32   69,061 

Total marketable securities held to maturity

 $68,078  $1,015  $32  $69,061 

The amortized cost, unrealized gains and losses, and fair market values of our investment securities available for sale at September 26, 2020 are summarized as follows:

      

Gross

  

Gross

  

Fair

 
  

Amortized

  

Unrealized

  

Unrealized

  

Market

 
  

Cost

  

Gains

  

Losses

  

Value

 
  

(in thousands)

 
                 

Mutual Funds

 $3,588  $0  $738  $2,850 

Preferred Stock

  11,596   116   586   11,126 

Total marketable securities available for sale

 $15,184  $116  $1,324  $13,976 

The amortized cost and fair value of the Company’s held to maturity securities by contractual maturity at June 26, 2021 and September 26, 2020 are summarized as follows:

  

June 26, 2021

  September 26, 2020 
                 
      

Fair

      

Fair

 
  

Amortized

  

Market

  

Amortized

  

Market

 
  

Cost

  

Value

  

Cost

  

Value

 
  

(in thousands)

 

Due in one year or less

 $9,902  $10,041  $51,151  $51,815 

Due after one year through five years

  7,568   7,666   16,927   17,246 

Due after five years through ten years

  0   0   0   0 

Total held to maturity securities

 $17,470  $17,707  $68,078  $69,061 

Less current portion

  9,902   10,041   51,151   51,815 

Long term held to maturity securities

 $7,568  $7,666  $16,927  $17,246 

21

Proceeds from the redemption and sale of marketable securities were $12,854,000 and $54,191,000 in the three and nine months ended June 26, 2021 and were $23,187,000 and $54,125,000 in the three and nine months ended June 27, 2020, respectively. Gains of $21,000 and $139,000 were recorded in the three and nine months ended June 26, 2021, respectively. A gain of $324,000 was recorded in the three months ended June 27, 2020 and losses of $1,746,000 were recorded in the nine months ended June 27, 2020. Included in the gains and losses were unrealized gains of $786,000 and unrealized losses of $1,708,000 in the nine months ended June 26, 2021 and June 27, 2020, respectively. Unrealized gains of $137,000 and $285,000 were recorded in the three months ended June 26, 2021 and June 27, 2020, respectively. We use the specific identification method to determine the cost of securities sold.

Total marketable securities held to maturity as of June 26, 2021 with credit ratings of AAA/AA/A had an amortized cost basis totaling $4,970,000 and those with credit ratings of BBB/BB/B had an amortized cost basis totaling $12,500,000. This rating information was obtained June 30, 2021.

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

  

Three Months Ended June 26, 2021

  

Nine Months Ended June 26, 2021

 
                 
                 
  

(unaudited)

  

(unaudited)

 
  

(in thousands)

  

(in thousands)

 
                 
                 
  

Foreign Currency

      

Foreign Currency

     
  

Translation

      

Translation

     
  

Adjustments

  

Total

  

Adjustments

  

Total

 
                 

Beginning Balance

 $(13,839) $(13,839) $(15,587) $(15,587)
                 

Other comprehensive income (loss) before reclassifications

  657  $657   2,405  $2,405 
                 
                 

Ending Balance

 $(13,182) $(13,182) $(13,182) $(13,182)

  

Three Months Ended June 27, 2020

  

Nine Months Ended June 27, 2020

 
                 
  

(unaudited)

  

(unaudited)

 
  

(in thousands)

  

(in thousands)

 
                 
                 
  

Foreign Currency

      

Foreign Currency

     
  

Translation

      

Translation

     
  

Adjustments

  

Total

  

Adjustments

  

Total

 
                 

Beginning Balance

 $(16,099) $(16,099) $(12,988) $(12,988)
                 

Other comprehensive income (loss) before reclassifications

  41  $41   (3,070) $(3,070)
                 
                 

Ending Balance

 $(16,058) $(16,058) $(16,058) $(16,058)

22

Note 13 On October 1, 2019, we acquired the assets of ICEE Distributors LLC, based in Bossier City, Louisiana. ICEE Distributors does business in Arkansas, Louisiana and Texas with annual sales of approximately $13 million. Sales and operating income of ICEE Distributors were $3,163,000 and $1,099,000 for the three months ended June 26, 2021 and were $6,952,000 and $1,568,000 for the nine months ended June 26, 2021. Sales and operating income of ICEE Distributors were $3,200,000 and $1,100,000 for the three months ended June 27, 2020 and were $8,000,000 and $2,000,000 for the nine months ended June 27, 2020.

On February 4, 2020, we acquired the assets of BAMA ICEE, based in Birmingham, Alabama. BAMA ICEE does business in Alabama and Georgia with annual sales of approximately $3.5 million. Sales and operating income of BAMA ICEE were $632,000 and $221,000 for the three months ended June 26, 2021 and were $1,437,000 and $365,000 for nine months ended June 26, 2021. Sales and operating income of BAMA ICEE were $636,000 and $205,000 for the three months and were $975,000 and $281,000 for the nine months ended June 27, 2020.

The purchase price allocations for the acquisitions are as follows:

  

(in thousands)

 
             
  

ICEE

  

BAMA

  

Total

 
  

Distributors

  

ICEE

     
             

Accounts Receivable, net

 $721  $71  $792 

Inventories

  866   77   943 

Property, plant & equipment, net

  4,851   1,722   6,573 

Customer Relationships

  569   133   702 

Distribution rights

  22,400   6,800   29,200 

Goodwill

  15,773   3,549   19,322 

Accounts Payable

  (210)  (110)  (320)

Purchase Price

 $44,970  $12,242  $57,212 

The goodwill recognized is attributable to the assembled workforce of ICEE Distributors and certain other strategic intangible assets that do not meet the requirements for recognition separate and apart from goodwill.

The Company incurred 0 acquisitions costs during the three or nine months ended June 26, 2021. Acquisition costs of $76,000 are included in other general expense for the nine months ended June 27, 2020.

23

Note 14 – Leases                                                                                 

General Lease Description

We have operating leases with initial noncancelable lease terms in excess of one year covering the rental of various facilities and equipment. Certain of these leases contain renewal options and some provide options to purchase during the lease term. Our operating leases include leases for real estate for some of our office and manufacturing facilities as well as manufacturing and non-manufacturing equipment used in our business. The remaining lease terms for these operating leases range from 1 month to 14 years.                                                                                 

We have finance leases with initial noncancelable lease terms in excess of one year covering the rental of various equipment. These leases are generally for manufacturing and non-manufacturing equipment used in our business. The remaining lease terms for these finance leases range from 1 year to 6 years.                                                                                 

 

The amortized cost, unrealized gains and losses, and fair market values of our investment securities held to maturity at June 27, 2020 are summarized as follows:

      

Gross

  

Gross

  

Fair

 
  

Amortized

  

Unrealized

  

Unrealized

  

Market

 
  

Cost

  

Gains

  

Losses

  

Value

 
  

(in thousands)

 
                 

Corporate Bonds

 $86,171  $1,416  $75  $87,512 

Certificates of Deposit

  960   3   -   963 

Total marketable securities held to maturity

 $87,131  $1,419  $75  $88,475 

The amortized cost, unrealized gains and losses, and fair market values of our investment securities available for sale at June 27, 2020 are summarized as follows:

      

Gross

  

Gross

  

Fair

 
  

Amortized

  

Unrealized

  

Unrealized

  

Market

 
  

Cost

  

Gains

  

Losses

  

Value

 
  

(in thousands)

 
                 

Mutual Funds

 $3,588  $-  $786  $2,802 

Preferred Stock

  11,596   90   1,256   10,430 

Total marketable securities available for sale

 $15,184  $90  $2,042  $13,232 

The mutual funds seek current income with an emphasis on maintaining low volatility and overall moderate duration. The Fixed-to-Floating Perpetual Preferred Stock generate fixed income to call dates in 2020 and 2025 and then income is based on a spread above LIBOR if the securities are not called. The mutual funds and Fixed-to-Floating Perpetual Preferred Stock do not have contractual maturities; however, we classify them as long term assets as it is our intent to hold them for a period of over one year, although we may sell some or all of them depending on presently unanticipated needs for liquidity or market conditions. The corporate bonds generate fixed income to maturity dates in 2020 through 2023, with $75 million maturing within 2 years. Our expectation is that we will hold the corporate bonds to their maturity dates and redeem them at our amortized cost.

20

The amortized cost, unrealized gains and losses, and fair market values of our investment securities held to maturity at September 28, 2019 are summarized as follows:

      

Gross

  

Gross

  

Fair

 
  

Amortized

  

Unrealized

  

Unrealized

  

Market

 
  

Cost

  

Gains

  

Losses

  

Value

 
  

(in thousands)

 
                 

Corporate Bonds

 $127,571  $1,204  $36  $128,739 

Certificates of Deposit

  2,880   6   -   2,886 

Total marketable securities held to maturity

 $130,451  $1,210  $36  $131,625 

The amortized cost, unrealized gains and losses, and fair market values of our investment securities available for sale at September 28, 2019 are summarized as follows:

      

Gross

  

Gross

  

Fair

 
  

Amortized

  

Unrealized

  

Unrealized

  

Market

 
  

Cost

  

Gains

  

Losses

  

Value

 
  

(in thousands)

 
                 

Mutual Funds

 $5,549  $-  $495  $5,054 

Preferred Stock

  14,598   266   15   14,849 

Total marketable securities available for sale

 $20,147  $266  $510  $19,903 

The amortized cost and fair value of the Company’s held to maturity securities by contractual maturity at June 27, 2020 and September 28, 2019 are summarized as follows:

  June 27, 2020  September 28, 2019 
                 
      

Fair

      

Fair

 
  

Amortized

  

Market

  

Amortized

  

Market

 
  

Cost

  

Value

  

Cost

  

Value

 
      

(in thousands)

     

Due in one year or less

 $58,268  $58,920  $51,091  $51,325 

Due after one year through five years

  28,863   29,555   79,360   80,300 

Due after five years through ten years

  -   -   -   - 

Total held to maturity securities

 $87,131  $88,475  $130,451  $131,625 

Less current portion

  58,268   58,920   51,091   51,325 

Long term held to maturity securities

 $28,863  $29,555  $79,360  $80,300 

21

Proceeds from the redemption and sale of marketable securities were $23,187,000 and $54,125,000 in the three and nine months ended June 27, 2020 and were $6,584,000 and $29,721,000 in the three and nine months ended June 29, 2019, respectively. Losses of $1,746,000 and $410,000 were recorded in the nine months ended June 27, 2020 and June 29, 2019, respectively and losses of $126,000 were recorded in the three months ended June 29, 2019 and gains of $324,000 were recorded in the three months ended June 27, 2020. Unrealized losses of $118,000 and $385,000 were recorded in the three and nine months ended June 29, 2019, respectively and unrealized losses of $1,708,000 were recorded in the nine months ended June 27, 2020 and unrealized gains of $285,000 were recorded in the three months ended June 27, 2020. We use the specific identification method to determine the cost of securities sold.

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

  

Three Months Ended

June 27, 2020

  

Nine Months Ended

June 27, 2020

 
         
  

(unaudited)

  

(unaudited)

 
  

(in thousands)

  

(in thousands)

 
         
  

Foreign Currency

  

Foreign Currency

 
  

Translation

  

Translation

 
  

Adjustments

  

Adjustments

 
         

Beginning Balance

 $(16,099) $(12,988)
         

Other comprehensive income (loss) before reclassifications

  41   (3,070)
         

Ending Balance

 $(16,058) $(16,058)

22

 
  

Three Months Ended

June 29, 2019

      

Nine Months Ended

June 29, 2019

    
  

(unaudited)

      

(unaudited)

     
  

(in thousands)

      

(in thousands)

     
                         
  

Foreign

Currency

  

Unrealized Holding Gain

      

Foreign

Currency

  

Unrealized Holding Gain

     
  

Translation

  

on Marketable

      

Translation

  

on Marketable

     
  

Adjustments

  

Securities

  

Total

  

Adjustments

  

Securities

  

Total

 
                         

Beginning Balance

 $(13,044) $-  $(13,044) $(12,079) $85  $(11,994)
                         

Other comprehensive income (loss) before reclassifications

  496   -   496   (469)  -   (469)
                         

Amounts reclassified from accumulated other comprehensive income

  -   -   -   -   (85)  (85)
                         

Ending Balance

 $(12,548) $-  $(12,548) $(12,548) $-  $(12,548)


Note 
13         On October 1, 2019, we acquired the assets of ICEE Distributors LLC, based in Bossier City, Louisiana. ICEE Distributors does business in Arkansas, Louisiana and Texas with annual sales of approximately $13 million. Sales and operating income of ICEE Distributors were $3.2 million and $1.1 million for the three months and were $8.0 million and $2.0 million for the nine months ended June 27, 2020.

On February 4, 2020, we acquired the assets of BAMA ICEE, based in Birmingham, Alabama does business in Alabama and Georgia with annual sales of approximately $3.5 million. Sales and operating income of BAMA ICEE were $636,000 and $205,000 for the three months and were $1.0 million and $281,000 for the nine months ended June 27, 2020.

The preliminary purchase price allocations for the acquisitions are as follows:

  

(in thousands)

 
             
  

ICEE

  

BAMA

  

Total

 
  

Distributors

  

ICEE

     
             

Accounts Receivable, net

 $722  $71  $793 

Inventories

  866   77   943 

Property, plant & equipment, net

  4,851   1,722   6,573 

Customer Relationships

  569   133   702 

Distribution rights

  21,200   6,800   28,000 

Goodwill

  16,973   3,549   20,522 

Accounts Payable

  (210)  (125)  (335)

Purchase Price

 $44,970  $12,227  $57,197 

23

The goodwill recognized is attributable to the assembled workforce of ICEE Distributors and certain other strategic intangible assets that do not meet the requirements for recognition separate and apart from goodwill.

Acquisition costs of $76,000 are included in other general expense for the nine months ended June 27, 2020.

Our unaudited proforma results, giving effect to this acquisition and assuming an acquisition date of September 29, 2018, would have been:

  (in thousands) 
                 
  

Three months ended

  

Nine months ended

 
  

June 27,

  

June 29,

  

June 27,

  

June 29,

 
  

2020

  

2019

  

2020

  

2019

 
                 

Net Sales

 $214,763  $331,839  $770,302  $885,584 
                 

Net Earnings

 $(12,648) $32,143  $11,719  $70,057 

Note 14 – Leases

General Lease Description       

We have operating leases with initial noncancelable lease terms in excess of one year covering the rental of various facilities and equipment. Certain of these leases contain renewal options and some provide options to purchase during the lease term. Our operating leases include leases for real estate for some of our office and manufacturing facilities as well as manufacturing and non-manufacturing equipment used in our business. The remaining lease terms for these operating leases range from 1 month to 13 years.

We have finance leases with initial noncancelable lease terms in excess of one year covering the rental of various equipment. These leases are generally for manufacturing and non-manufacturing equipment used in our business. The remaining lease terms for these finance leases range from 1 year to 6 years.

Significant Assumptions and Judgments

 

Contract Contains a Lease

 

In evaluating our contracts to determine whether a contract is or contains a lease, we considered the following:

                                                    

         Whether explicitly or implicitly identified assets have been deployed in the contract; and                                    

•         Whether we obtain substantially all of the economic benefits from the use of that underlying asset, and we can direct how and for what purpose the asset is used during the term of the contract.                                                                                 

Whether explicitly or implicitly identified assets have been deployed in the contract; and

 

Whether we obtain substantially all of the economic benefits from the use of that underlying asset, and we can direct how and for what purpose the asset is used during the term of the contract.

24

Allocation of Consideration    

                                                                    

In determining how to allocate consideration between lease and non-lease components in a contract that was deemed to contain a lease, we used judgment and consistent application of assumptions to reasonably allocate the consideration.                                                                                          

 

Options to Extend or Terminate Leases                                                                        

 

We have leases which contain options to extend or terminate the leases. On a lease-by-lease basis, we have determined if the extension should be considered reasonably certain to be exercised and thus a right-of-use asset and a lease liability should be recorded.                                             

 

Discount Rate         

 

The discount rate for leases, if not explicitly stated in the lease, is the incremental borrowing rate, which is the rate of interest that we would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

 

24

We used the discount rate to calculate the present value of the lease liability at the date of adoption. In the development of the discount rate, we considered our incremental borrowing rate as provided by our lender which was based on cash collateral and credit risk specific to us, and our lease portfolio characteristics.

                                                                        

As of June 27, 2020,26, 2021, the weighted-average discount rate of our operating and finance leases was 3.3%3.2% and 3.1%3.2%, respectively.

 

Practical Expedients and Accounting Policy Elections         

 

We elected the package of practical expedients that permits us not to reassess our prior conclusions about lease identification, lease classification and initial direct costs and made an accounting policy election to exclude short-term leases with an initial term of 12 months or less from our Consolidated Balance Sheets.

                                                                                     

25

Amounts Recognized in the Financial Statements

       

The components of lease expense were as follows:

 

 

Three Months Ended

 

Nine Months Ended

  

Three Months Ended

 

Nine Months Ended

 
 

June 27, 2020

  

June 27, 2020

  

June 26, 2021

  

June 26, 2021

 
 

(in thousands)

 

(in thousands)

  

(in thousands)

 

(in thousands)

 
      

Operating lease cost in Cost of goods sold and Operating Expenses

 $4,639  $12,983  $3,846  $11,747 
Finance lease cost:      

Amortization of assets in Cost of goods sold and Operating Expenses

 84  253  62  216 

Interest on lease liabilities in Interest expense & other

  7   23   5   30 

Total finance lease cost

 91  276  67  246 

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

  -      0   0 

Total net lease cost

 $4,730  $13,259  $3,913  $11,993 

 

25

Supplemental balance sheet information related to leases is as follows:

 

  

June 27, 2020

 
  

(in thousands)

 

Operating Leases

    

Operating lease right-of-use assets

 $64,615 
     

Current operating lease liabilities

 $13,913 

Noncurrent operating lease liabilities

  56,570 
Total operating lease liabilities $70,483 
     

Finance Leases

    

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

 $789 
     

Current finance lease liabilities

 $329 

Noncurrent finance lease liabilities

  456 

Total finance lease liabilities

 $785 

$3,218,000 of operating lease right of use assets was impaired in our foodservice segment as a result of the pending shutdown of our midwest manufacturing plant. The amount of the impairment was calculated using cash flow projections.

  

June 26, 2021

 
  

(in thousands)

 

Operating Leases

    

Operating lease right-of-use assets

 $51,811 
     

Current operating lease liabilities

 $12,780 

Noncurrent operating lease liabilities

  41,573 
Total operating lease liabilities $54,353 
     

Finance Leases

    

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

 $654 
     

Current finance lease liabilities

 $252 

Noncurrent finance lease liabilities

  417 
Total finance lease liabilities $669 

 

Supplemental cash flow information related to leases is as follows:

 

 

Three Months Ended

 

Nine Months Ended

  

Three Months Ended

 

Nine Months Ended

 
 

June 27, 2020

  

June 27, 2020

  

June 26, 2021

  

June 26, 2021

 
 

(in thousands)

 

(in thousands)

  

(in thousands)

 

(in thousands)

 

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

            

Operating cash flows from operating leases

 $4,684  $13,054  $3,860  $11,847 

Operating cash flows from finance leases

 $84  $253  $64  $237 

Financing cash flows from finance leases

 $7  $23  $23  $48 
 $-     

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

 $3,105  $3,105  $1,317  $2,671 

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

 $-  $-  $-  - 

 

As of June 27, 2020,26, 2021, the maturities of lease liabilities were as follows:

 

 

(in thousands)

 

  

(in thousands)

 
 

Operating Leases

  

Finance Leases

  

Operating Leases

  

Finance Leases

 

Three months ending September 26, 2020

 $4,264  $115 

2021

 15,509  349 

Three months ending September 25, 2021

 $3,863  $117 

2022

 13,236  156  13,804  203 

2023

 11,373  91  11,681  133 

2024

 8,971  95  8,967  133 

2025

 5,726  61 

Thereafter

  26,502   27   16,480   70 

Total minimum payments

 $79,856  $833  $60,521  $717 

Less amount representing interest

  (9,373)  (48)  (6,168)  (48)

Present value of lease obligations

 $70,483  $785  $54,353  $669 

 

26

As of June 27, 2020,26, 2021, the weighted-average remaining term of our operating and finance leases was 7.36.2 years and 4.04.2 years, respectively.

 

As previously disclosed in our

201926 Annual Report on Form 10-K and under the previous lease accounting standard (Topic 840), as of September 28, 2019, future minimum lease payments under noncancelable leases with initial lease terms in excess of one year were as follows:

  

(in thousands)

 
  

Operating Leases

  

Capital Leases

 

2020

 $14,814  $339 

2021

  12,686   349 

2022

  10,491   156 

2023

  8,971   91 

2024

  6,988   95 

Thereafter

  25,588   27 

Total minimum payments

 $79,538  $1,057 


Note 15 – Subsequent Event

Net Sales for the first4 weeks of our fourth quarter ending September 27, 2020 were down approximately 25% from a year ago.  Although we cannot project whether our sales will continue to be down at the same rate for the balance of the quarter, this would be a considerable improvement in our business and we would expect our results of operations to be significantly better in our fourth quarter compared to our third quarter if sales continue at this rate, although our operating results would be materially less than last year. Approximately 2/3 of our sales are to venues and locations that have shut down or sharply curtailed their foodservice operations so we anticipate COVID-19 will continue to have a negative impact on our business. As we have $270 million of cash and marketable securities on our balance sheet, we do not expect to have any liquidity issues, nor do we anticipate a material amount of our assets would be impaired.   

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

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

Liquidity and Capital Resources

 

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

 

The Company’s Board of Directors declared a regular quarterly cash dividend of $.575$.633 per share of its common stock payable on July 7, 2020,12, 2021, to shareholders of record as of the close of business on June 15, 2020.21, 2021. The cash dividend of $.633 per share represents an increase of 10% from the previous quarterly dividend rate of $.575 per share.

 

27

In the three months ended March 28, 2020, weWe purchased and retired 65,648 shares of our common stock at a cost of $8,972,292. We did not purchase any other shares of our common stock in this fiscal year nor did we purchase any shares of our common stock in fiscal year 2019.2020, but did not purchase any shares in the nine months ended June 26, 2021. On August 4, 2017 the Company’s Board of Directors authorized the purchase and retirement of 500,000 shares of the Company’s common stock; 318,858 shares remain to be purchased under this authorization.

 

In the three months ended June 27, 202026, 2021 and June 29, 2019,27, 2020, fluctuations in the valuation of the Mexican and Canadian currencies and the resulting translation of the net assets of our Mexican and Canadian subsidiaries caused an decreasedecreases of $657,000 and $41,000 in accumulated other comprehensive loss, in the 2020 third quarter and a decrease of $496,000 in accumulated other comprehensive loss in the 2019 third quarter.respectively. In the nine-month period,nine months ended June 26, 2021 and June 27, 2020, fluctuations in the valuation of the Mexican and Canadian currencies and the resulting translation of the net assets of our Mexican and Canadian subsidiaries caused a decrease of $2,405,000 and an increase of $3,070,000 in accumulated other comprehensive loss, in the 2020 nine-month period and an increase of $469,000 in accumulated other comprehensive loss in the 2019 nine month period.respectively.

27

 

Our general-purpose bank credit line, which expires in November 2021, provides for up to a $50,000,000 revolving credit facility. The agreement contains restrictive covenants and requires commitment fees in accordance with standard banking practice. There were no outstanding balances under this facility at June 27, 2020.26, 2021.

 

RESULTS OF OPERATIONS

 

Net sales decreased $112,138,000 or 34%increased by 51% to $214,563,000 for$324,344,000 in the three monthsthird quarter and decreased $105,113,000 or 12%by 7% to $769,502,000$821,519,000 for the nine months ended June 27, 202026, 2021 compared to the three and nine months ended June 29, 2019,27, 2020, respectively. Excluding sales from the acquisition of ICEE Distributors in October 2019 and BAMA ICEE in February 2020, sales decreased 35% for the quarter and decreased about 13% for the nine months.

Sales for the last 5 weeks of the third quarter (our fiscal June) improved to being down approximately 24% from a year ago as parts of the economy that impact our operations began to open up.  Approximately 2/3 of the Company’s sales are to venues and locations that have shut down or sharply curtailed their foodservice operations, and therefore we anticipate COVID-19 will continue to have a negative impact on our business. As we have $270 million of cash and marketable securities on our balance sheet, up from $267 million at March 28, 2020, we do not expect to have any liquidity issues, nor do we anticipate a material amount of our assets would be impaired.   

28

 

FOOD SERVICE

 

Sales to food service customers decreased $76,735,000 or 40%increased by 68% in the third quarter to $116,621,000$196,478,000 and decreased $77,048,000 or 14%by 12% to $471,401,000$526,226,000 for the nine months. months, compared to respective prior year periods. Food service venues are approaching pre-COVID capacity levels and more confident consumers are leaving their homes and spending more as the market normalizes. Sales accelerated throughout our key channels led by schools, amusement/recreation, restaurants, c-stores and theaters.

Soft pretzel sales to the food service market decreased 62%increased by 138% to $21,384,000$50,895,000 in the three monthsthird quarter and 24%by 3% to $116,985,000$120,359,000 in the nine months. Frozen juices and ices sales decreased 37%increased by 60% to $8,688,000$13,927,000 in the three monthsthird quarter and decreased 17%increased by 22% to $25,222,000$30,812,000 in the nine months. Churro sales to food service customers were down 61%increased by 174% to $20,096,000 in the third quarter and increased by 21% to $7,321,000 and were down 23% to $38,466,000$46,358,000 in the nine months. Sales of bakery products decreased $20,847,000 or 23%increased by 24% in the third quarter to $85,706,000 and decreased $13,719,000 or 5%increased by 1% to $255,016,000$257,580,000 for the nine months.

Sales of handhelds decreased $1,102,000 or 13%increased by 155% in the third quarter to $18,971,000 and $3,255,000 or 13%by 156% in the nine months. Salesmonths to $56,574,000 led by the continued success of funnel cake decreased 57%, or $3,181,000, to $2,435,000 in the quarter and $5,311,000, or 29%, to $12,997,000 in the nine months. Sales are down across alla new product lines as manydeveloped for one of the venues and locations where our products are sold have been shut down for some or all of the third quarter due to COVID-19.larger wholesale club customers.

 

Sales of new products in the first twelve months since their introduction were approximately $600,000$11,762,000 in thisthe third quarter and $4.7 million$38,929,000 in the nine months.months led by the previously noted handheld item. Price increases had a marginal impact on results in the quarter as traffic and volume drove almost all of the sales decline compared to prior year.

 

We had an operating loss in the quarterOperating income in our Food Service segment was $17,644,000 in the third quarter compared with an operating loss of $18,242,000 comparedin the prior year quarter. Operating income in our Food Service segment increased by 286% to operating income of $21,030,000 last year and operating income decreased to $7,743,000 from $57,909,000$29,879,000 in the nine monthsmonths. The increase in operating income was primarily because of lower production and sales volume due to COVID-19. This year’s three months operating lossthe increase in sales which improved margin efficiencies and nine months operating income were impacted by plant shutdown impairment costs of $5.1 million for the pending shutdown of one of our manufacturing plants. We expect to reduce manufacturing overhead and distribution costs by about $7-8 million annually as a result of this plant closure. This year’s quarter and nine months also included approximately $5 million of costs for employee safety and increased COVID-19 compensation.        expense leverage.

28

 

RETAIL SUPERMARKETS

 

Sales of products to retail supermarkets increased $15,735,000 or 38%decreased by 6% to $57,502,000$53,857,000 in the third quarter andbut increased $17,286,000 or 16%by 10% to $136,859,000 in the nine months. Soft pretzelThe decrease in sales forin the current quarter was primarily attributable to the stronger customer demand in the prior year third quarter resulting from the initial responses to the COVID-19 pandemic. During the prior year third quarter, a surge in demand and sales was experienced related to the effects of the rapid changes in consumer purchasing habits.

Sales of soft pretzels decreased by 12% in the third quarter were up 74% to $12,716,000 and up 23% to $34,874,000 for$11,193,000 but increased by 17% in the nine months.months to $40,871,000. Sales of frozen juices and ices increased $6,807,000 or 26%by 11% to $33,322,000$36,898,000 in the third quarter and increased $7,100,000 orby 21% to $71,600,000 in the nine months. Sales of biscuits decreased by 44% to $4,562,000 in the third quarter and by 14% to $18,717,000 in the nine months. Handheld sales to retail supermarket customers increased 6%decreased by 63% to $3,257,000$1,191,000 in the third quarter and 13%by 32% to $9,135,000$6,215,000 in the nine months. Biscuit sales for the third quarter were up 56% to $8,151,000 and 12% to $21,759,000 for the nine months. Sales were generally higher for all product lines as sales in the year ago periods were impacted by lost volume and placements due the price increases implemented in last year’s first quarter and because of increased sales to supermarkets generally since mid-March 2020 due to COVID-19.

 

Sales of new products in the nine months were approximately $550,000 and were primarily related to frozen novelty items. Price increases had a minimal impact on sales in the third quarter were approximately $500,000 and were approximately $1.0 million forin the nine months.months, as sales were driven primarily by consumer traffic and volume trends in retail outlets.

 

Operating income in our Retail Supermarkets segment was $7,910,000increased by 15% to $9,080,000 in this year’sthe third quarter comparedand by 39% to $3,775,000$20,167,000 in last year’sthe nine months. The increases in operating income was primarily attributable to the improvement in operating margins.          

FROZEN BEVERAGES

Frozen beverage and related product sales increased by 83% to $74,009,000 in the third quarter a 110% increase andbut decreased by 9% to $158,434,000 in the nine months.

Beverages sales increased by 157% to $14,464,000$42,279,000 in this year’sthe third quarter but decreased by 8% to $76,663,000 in the nine months, comparedwith the majority of the fluctuations attributable to $9,025,000gallon sales. The increase in last year’ssales in the current quarter was led by the amusement channel that experienced sales above pre-COVID 19 levels, and continued traffic increases in the mass merchandise, QSR and theater channels.

Service revenue increased by 32% to $22,789,000 in the third quarter but decreased by 3% to $59,903,000 in the nine months primarilymonths. The increase in the quarter was largely due to higher volume.customers accelerating equipment maintenance to support the post COVID-19 recovery.

 

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FROZEN BEVERAGES

Total frozen beverage segment sales decreased 56% in the three months to $40,440,000 and 21% to $173,602,000 for the nine months. Beverage sales were down 71% to $16,456,000 in the quarter and down 31% to $83,606,000 in the nine months. Excluding sales from the acquisition of ICEE Distributors in October 2019 and BAMA ICEE in February 2020, total frozen beverage segment sales decreased 60% in the quarter and were down 25% for the nine months and beverage sales decreased 78% for the quarter and 39% for the nine months. Gallon sales were down 72% in the quarter and down 36% in the nine months exclusive of ICEE Distributors’ gallons.  Service revenue decreased 23% to $17,259,000 in the third quarter and was down 1% at $61,524,000 in the nine months. Machines revenue (primarily sales of frozen beverage machines) were $6,363,000, a decrease of $5,447,000increased by 32% to $8,404,000 in the third quarter and $27,254,000, a decrease of $6,621,000,but decreased by 25% to $20,556,000 in the nine months, withmonths. Retailers are beginning to re-invest again which helped to accelerate machine revenues in the decrease due to two significant install projects during the prior fiscal year, as well as the slowdown due to COVID-19. Sales are down across all product lines as many of the venues and locations where our products are sold have been shut down for some or all of the third quarter due to COVID-19.quarter.

 

Our Frozen Beverage segment hadgenerated operating income of $11,420,000 in the third quarter compared with an operating loss of $9,088,000 in the prior year third quarter. In the nine months, our Frozen Beverage segment incurred an operating loss of $4,094,000 compared to operating income of $14,237,000 in last year’s quarter andwith an operating loss of $8,942,000 forin the nine months compared to operating income of $18,961,000 lastprior year primarily as a result of lowernine-month period. The comparative performance was impacted by the challenging sales volumeenvironment in the prior year quarter due to COVID-19. This year’s operating income was also impacted by relocation costs of our ICEE’s headquarters of 2.5 million in the nine months.   COVID-19 pandemic.

 

CONSOLIDATED

 

Gross profit as a percentage of sales was 17.34%29.7% in the third quarter and 31.02% last year.17.3% in the prior year quarter.  Gross profit as a percentage of sales was 23.98%25.2% in the nine monthnine-month period this year and 29.44%24.0% last year. Gross profit percentage decreased for both periods becauseThe increase is largely attributable to the benefit of lower volume in our food serviceincreased sales, favorable product mix and frozen beverages segments, higher costs related to production disruptions due to volume mix changes, expenses related to employee safety and increased COVID-19 compensation and reserves of approximately $1.5 million for inventory.corresponding margin efficiencies.

 

Total operating expenses increased by 2.5% to $58,030,000 in the third quarter but decreased $5,691,000by 5.8% to $161,243,000 in the nine months. As a percentage of net sales, operating expenses decreased from 26.4% to 17.9% in the third quarter and as a percentage of sales increased to 26.4% from 19.1% last year. Forin the nine months operatingfrom 22.2% to 19.6%.

Marketing expenses decreased $330,000to 6.3% of net sales in the third quarter from 10.2% in prior year and as a percentageto 6.9% in the nine months compared with 8.9% in prior year’s nine-month period. Distribution expenses decreased to 8.4% of net sales in the third quarter from 9.9% in the prior year but increased slightly to 22.3%9.2% in the nine months compared with 9.1% in prior year’s nine-month period. Administrative expenses decreased to 3.2% of net sales in the third quarter from 19.6% last year.3.9% in prior year, and to 3.5% in the nine months compared with 3.7% in prior year’s nine-month period. Operating expenses for both periods thisin the prior year includedwere impacted by $5.1 million of plant shutdown impairment costs forin both the pending shutdown of one of our manufacturing plants. Marketing expenses increased to 10.2% of sales in this year’s quarter from 8.1% last yearthree month, and were 8.9% in the nine months compared to 8.0% of sales in last year’s nine months. Distribution expenses were 9.9% of sales in the third quarter and 7.5% of sales in last year’s quarter and were 9.1% in this year’s nine months compared to 8.1% in last year’s nine months. Administrative expenses were 3.9% of salesnine-month periods.

Operating income was $38,144,000 in the third quarter compared to 3.3% of sales last year in the third quarter and were 3.7% in this year’s nine months compared to 3.4% of sales in last year’s nine months. The percentage increases mentioned above were because of the drop in sales (lower denominators) and our inability to reduce expenses in line with the decrease in sales because of fixed costs that do not fluctuate with sales.

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We had an operating loss of $19,420,000 in the three months and operatingprior year. Operating income of $13,265,000increased by 246% to $45,952,000 in the nine months this year compared to operatingas a result of the aforementioned items.

Our investments generated before tax income of $39,042,000 and $85,895,000$470,000 in last years’ three andthe third quarter, a $830,000 decrease from prior year. In the nine months, respectively.our investments generated before tax income of $2,419,000, a 10% decrease from the prior year period. The decrease in before tax investment income compared with prior year was primarily attributable to the decrease in investments held between periods.

 

Investment income decreased to $1,300,000 from $1,953,000 in last year’s quarter due primarily to lower interest rates. Investment income decreased to $2,673,000 from $5,775,000 in the nine month period due to lower interest rates and because of an increase in unrealized losses to $1,708,000 this year from $385,000 last year.

We had a net loss of $12,647,000 in the current three month period compared to net earnings of $30,872,000 last year and net earnings decreased $57,031,000, or 83%, to $11,721,000 for the nine month period this year compared to $68,752,000 for the nine month period last year.

30

 

Net earnings in last year’sthe third quarter were $28,893,000 compared with a loss of $12,647,000 in prior year. Net earnings increased by 213% in the nine months benefitted by a reduction of approximately $900,000 in tax as the provision for the one time repatriation tax as a result of the Tax Cuts and Job Act of 2017 was reduced as the amount recorded the year prior was an estimate. Excluding the reduction in the provision for the one time repatriation tax, our effective tax rate was 27.5% in last year’s nine months.to $36,732,000. Our effective tax rate was 26.2%24% in thisthe nine months compared with 26% in the prior year’s nine months.    nine-month period.

 

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

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

There has been no material change in the Company’s assessment of its sensitivity to market risk since its presentation set forth, in item 7a. “Quantitative and Qualitative Disclosures About Market Risk,” in its 2017

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

 

Item 4.

Controls and Procedures

The Chief Executive Officer and the Chief Financial Officer of the Company (its principal executive officer and principal financial officer, respectively) have concluded, based on their evaluation as of June 27, 2020,

The Chief Executive Officer and the Chief Financial Officer of the Company (its principal executive officer and principal financial officer, respectively) have concluded, based on their evaluation as of June 26, 2021, that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports filed or submitted by it under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

There has been no change in the Company’s internal control over financial reporting during the quarter ended June 27, 2020,26,2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

31


 

PART II. OTHER INFORMATION

 

Item 6.  Exhibits

Exhibit No.

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

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

32.1 Certification Pursuant to the 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Certification Pursuant to the 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibits

 

Exhibit No.

31.1 &

Certification Pursuant to Section 302 of 

31.2

the Sarbanes-Oxley Act of 2002

99.5 &

Certification Pursuant to the 18 U.S.C.

99.6

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.1

The following financial information from J&J Snack Foods Corp.'s Quarterly Report on Form 10-Q for the quarter ended June 27, 2020,26, 2021, formatted in iXBRL (Inline extensible Business Reporting Language):

(i)           Consolidated Balance Sheets,

(ii)          Consolidated Statements of Earnings,

(iii)         Consolidated Statements of Comprehensive Income,

(iv)         Consolidated Statements of Cash Flows and

(v)          the Notes to the Consolidated Financial Statements
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.1)

(i) Consolidated Balance Sheets,

(ii) Consolidated Statements of Earnings,

(iii)Consolidated Statements of Comprehensive Income,

(iv) Consolidated Statements of Cash Flows and

(v) the Notes to the Consolidated Financial Statements

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

32

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

J & J SNACK FOODS CORP.         

Dated: July 29, 2021

J & J SNACK FOODS CORP.

/s/ 

Dan Fachner

 

 

 

Dated: July 31, 2020

By:

/s/ Gerald B. ShreiberDan Fachner

 

 

 

Gerald B. ShreiberPresident and Chief Executive Officer

(Principal Executive Officer)

Dated: July 29, 2021

/s/ Ken A. Plunk

 

 

 

Chairman of the Board,Ken A. Plunk, Senior Vice

 

Chief Executive
Officer and Director
(Principal Executive Officer)
Dated: July 31, 2020

/s/ Dennis G. Moore

Dennis G. Moore, Senior Vice

President and Chief Financial Officer
Officer and Director

  (Principal Financial Officer) 
  (Principal Accounting Officer) 

   

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