www.jjsnack.com
“Minute Maid” is a registerd trademark of the Coca Cola Company.
©2016 Auntie Anne’s LLC. All Rights Reserved. AUNTIE ANNE’S® and the Auntie Anne’s® logo are registered trademarks of Auntie Anne’s LLC.
SOUR PATCH KIDS, SPK, SWEET THEN SOUR, REDBERRY and the SOUR PATCH KID Design are registered trademarks of Mondelēz International group, used under license.
PROFILE
foodservice
retail
supermarkets
frozen
beverage
Traded
Ticker "JJSF"
on Nasdaq
Selling in national
and international
markets
Three core
business groups
47 years
of growth
Preparing for
future innovation
and success
Our growing portfolio of products includes soft pretzels, frozen beverages, frozen juice treats and
desserts, stuffed sandwiches, burritos, churros, fruit pies, funnel cakes, cookies and bakery goods,
and other snack foods and drinks. Consumers can enjoy these tasty products in a variety of settings
where people work, play, travel and shop. The Company's growth is the result of a strategy that
emphasizes active development of new and innovative products, penetration into existing market
channels and expansion of established products into new markets.
HIGHLIGHTS
Fiscal year ended in SeptembeR
Net Sales .............................
Net Earnings ....................
Total Assets ......................
Long-Term Debt .............
Capital Leases .................
Stockholders’ Equity...
Common Share Data
EPS–Diluted ......................
Shares Outstandi g
Shares Outstanding ..
Dividends/Share ..........
Dividends/Share
2018
2017
2016
2015
2014
2013
2012
2011
2010
2009
(In thousands except per share data)
$ 1,138,265
$ 1,084,224
$ 992,781
$ 976,256
$ 919,451
$ 867,683
$ 830,796
$ 744,071
$ 696,703
$ 653,047
$
103,596
$
79,174
$
75,975
$
70,183
$
71,814
$
64,381
$
54,118
$ 55,063
$ 48,409
$
41,312
$ 932,013
$ 867,228
$ 790,487
$ 739,669
$ 704,773
$ 645,661
$ 603,044
$ 550,816
$ 483,994
$ 439,827
$ ____
$ ____
$ ____
$ ____
$ ____
$ ____
$ ____
$ ____
$ ____
$ ____
$
1,077
$
1,244
$
1,600
$
1,469
$
520
$
347
$
687
$
801
$
863
$
381
$ 759,091
$ 682,322
$ 637,974
$ 599,919
$ 562,518
$ 516,565
$ 475,487
$ 432,388
$ 380,575
$ 342,844
$
$
$
$
$
$
5.51
18,754
18,754
1.80
1.80
1.80
$
$
$
$
$
$
4.21
663
18,6
18,663
.68
1
1.68
$
$
$
$
$
4.05
$
3.73
$
3.82
$
3.41
$
2.86
$
2.93
$
2.59
$
2.21
18,668
18,668
18,676
18,676
18,663
18,663
18,677
18,677
18,780
18,780
18,727
18,727
18,491
18,491
18,526
18,526
1.56
1.56
$
$
1.44
1.44
$
$
1.28
1.28
$
$
0.64
0.64
$
$
0.52
0.52
$
$
0.47
0.47
$
$
0.43
0.43
$
$
0.39
0.39
,
,
5
5
6
6
2
2
8
8
3
3
1
1
,
,
1
1
$
$
,
4
2
2
4
8
0
,
1
$
1
8
7
,
2
9
9
$
,
6
5
2
6
7
9
$
NET SALES
(In Thousands)
,
1
5
4
9
1
9
$
3
8
6
,
7
6
8
$
6
9
7
,
0
3
8
$
,
1
7
0
4
4
7
$
3
0
7
,
6
9
6
$
,
7
4
0
3
5
6
$
,
,
1
1
9
9
0
0
9
9
5
5
7
7
$
$
,
,
2
2
2
2
3
3
2
2
8
8
6
6
$
$
NET earnings
(In Thousands)
,
,
6
6
9
9
5
5
3
3
0
0
1
1
$
$
stockholders’ equity
(In Thousands)
4
4
7
7
9
9
,
,
7
7
3
3
6
6
$
$
,
,
9
9
1
1
9
9
9
9
9
9
5
5
$
$
,
,
5
5
1
1
5
5
2
2
6
6
5
5
$
$
,
,
5
5
6
6
5
5
6
6
1
1
5
5
$
$
,
,
7
7
8
8
4
4
5
5
7
4
$
,
8
8
3
2
3
4
$
,
5
7
5
0
8
3
$
,
4
4
8
2
4
3
$
4
4
4
7
7
7
1
1
1
,
,
,
9
9
9
7
7
7
$
$
$
,
,
5
5
7
7
9
9
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7
$
4
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$
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,
4
5
$
,
9
0
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8
4
$
2
1
3
,
1
4
$
CORPORATE INFORMATION
OFFICERS
Gerald B. Shreiber
Chairman of the Board,
President and Chief Executive Officer
Dennis G. Moore
Senior Vice President, Chief Financial
Officer and Treasurer
Robert M. Radano
Senior Vice President and
Chief Operating Officer
Gerard Law
Senior Vice President,
Assistant to the President
Robert J. Pape
Senior Vice President, Sales
John Griffith
Chief Information Officer
Harry Fronjian
Vice President, Human Resources
Marjorie Shreiber Roshkoff
Vice President, Secretary,
and In-House Counsel
DIRECTORS
Gerald B. Shreiber
Chairman of the Board,
President and Chief Executive Officer
Dennis G. Moore
Senior Vice President, Chief Financial
Officer and Treasurer
Sidney R. Brown (1)(2)(3)
Chief Executive Officer,
NFI Industries
Peter G. Stanley (1)(2)(3)
Chairman of the Board
Emerging Growth Equities, Ltd.
Vincent A. Melchiorre (1)(3)
Senior Vice President, Bimbo Bakeries USA
OFFICERS OF
SUBSIDIARY
COMPANIES
J&J SNACK FOODS SALES CORP.
Alissa Davis
Vice President, Marketing
William Dougherty
Vice President, Finance
Country Home Bakers, LLC
Mimi Ford
Vice President, Educational Channel
Jeff Gaddy
Vice President, Bakery Operations
Ray Garcia
Vice President Controller
Tom Hunter
Vice President, General Manager
Uptown Bakeries
H. Robert Long
Vice President, Distribution
Bo Powell
Vice President, Sales -Food Service
Robyn Shreiber
Vice President, National Account Sales
John Stefanik
Vice President, Bakery Sales
Leong-Chai Tan
Vice President, Chief Financial Officer,
J&J Snack Foods Corp. of California
Steven J. Taylor
Vice President, Sales -Food Service
MIA PRODUCTS
Jay Montgomery
Vice President/General Manager
Ernest Fogle
Vice President, Research & Development
THE ICEE COMPANY
Dan Fachner
President
Scott Carter
Senior Vice President, Operations
Steve Every
Senior Vice President, Sales
David Lauder
Vice President and Chief Financial Officer
Rod Sexton
Vice President, Service Support
Jeff Johnson
Vice President, Field Service Operations
John Beilsmith
Vice President, Field Service Operations
Scott Logsdon
Vice President, Sales &
Brand Development
Dan O’Malley
Vice President, Sales &
Brand Development
Ken McKeon
Vice President, National Accounts
ICEE DE MEXICO, S.A. DE C.V
Andres Gonzàlez
Vice President/General Manager
PRETZELS, INC.
Gary Powell
President
HOM/ADE FOODS, INC.
Tony Hess
Vice President/General Manager
HILL & VALLEY, INC.
Doug Davidson
President
QUARTERLY COMMON STOCK DATA
MARKET PRICE
FISCAL 2018
HIGH
LOW
1st Quarter . . . . . . . . . . .
$157.33
$127.00
2nd Quarter . . . . . . . . . .
3rd Quarter . . . . . . . . . .
4th Quarter . . . . . . . . . .
153.99
158.41
159.05
128.53
125.98
139.90
FISCAL 2017
HIGH
LOW
1st Quarter . . . . . . . . . . .
$135.04
$102.81
2nd Quarter . . . . . . . . . .
3rd Quarter . . . . . . . . . .
4th Quarter . . . . . . . . . .
143.21
142.28
138.38
124.57
121.20
124.10
STOCK LISTING
The common stock of J&J Snack Foods Corp.
is traded on the NASDAQ Global Select
Market with the symbol JJSF.
TRANSFER AGENT AND REGISTRAR
American Stock Transfer & Trust Company
New York, NY
INDEPENDENT ACCOUNTANTS
Grant Thornton LLP
Philadelphia, PA
COUNSEL
Flaster Greenberg, PC
Cherry Hill, NJ
ANNUAL MEETING
The Annual Meeting of Shareholders
is scheduled for:
TUESDAY, FEBRUARY 5, 2019
10:00 AM
THE CROWNE PLAZA
2349 MARLTON PIKE WEST
CHERRY HILL, NJ
FORM 10 -K
Copies of the Company's Annual Report to
the Securities and Exchange Commission on
Form 10-K may be obtained without charge
by writing to:
J&J Snack Foods Corp.
6000 Central Highway
Pennsauken, NJ 08109
Attention: Marjorie Shreiber Roshkoff
or by accessing our website www.jjsnack.com
on which our SEC filings are made available or by
going to the SEC's Public Reference Room to read
and copy filings or by accessing the SEC's website,
www.sec.gov.
‘09
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(1) Audit Committee Member (2) Compensation Committee Member (3) Nominating Committee Member
A tree sends its roots deep into the ground,
anchoring itself to the earth
and it’s leaves and branches upward,
reaching for the sky.
It is the fact that it can do
these two things at once,
that makes it strong.
THIS PAGE LEFT INTENTIONALLY BLANK
PRESIDENT’S LETTER
To Our Shareholders and Friends:
2018 was another solid year for JJSF! Our sale
2018 was another solid year for JJSF! Our sales grew,
our business expanded, we introduced new p
our business expanded, we introduced new products
and we remained debt free!
Fiscal Year 2018 Results in Brief:
• Sales grew to $1.138 Billion - a healthy 5% increase
• Net earnings rose to $103.6 million, a 31% increase
• Earnings per share (EPS) advanced to $5.51 from
$4.21 a year ago
• Operating income decreased 6% to $110.8 million
Rooted In Tradition - Our Criteria and Strengths:
Many years ago, we established basic principles as a foundation for our business growth and
success. These are our roots, anchored deep in the ground, they keep us strong. They include niche
products, be the low-cost producer and dominate the marketing and distribution channels.
History gives us roots, change gives us branches,
letting us stretch and grow to reach new heights.
Through organic growth, strategic acquisitions and a sharp eye for identifying new opportunities,
JJSF has grown itself into a diversified food company that has emerged as a major player in the
snack food industry.
Our future remains bright with new products, new customers and new channels of distribution
driven by an outstanding and dedicated team of employees who share our unique culture.
We are and will remain conservative with our discipline and liberal with our thinking.
We are strong, healthy, well positioned, rooted in tradition and growing for tomorrow.
Sincerely,
Gerald B. Shreiber
Gerald B. Shreiber
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
FISCAL YEAR ENDED SEPTEMBER 29, 2018
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
TRANSITION PERIOD FROM TO
Commission File No. 0-14616
J & J SNACK FOODS CORP.
(Exact name of registrant as specified in its charter)
New Jersey
(State or other jurisdiction of incorporation or organization)
22-1935537
(I.R.S. Employer Identification No.)
6000 Central Highway
Pennsauken, New Jersey
(Address of principal executive offices)
08109
(Zip Code)
Registrant's telephone number, including area code: (856) 665-9533
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class
Common Stock, no par value
Name of Each Exchange on Which Registered
The NASDAQ Global Select Market
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes X No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ___ No X
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No ___
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit and post such files). Yes X No ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer (X)
Non-accelerated filer ( )
(Do not check if a smaller reporting company)
Accelerated filer ( )
Smaller reporting company ( )
Emerging growth company ( )
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes___ No X
March 29, 2018 was the last business day of the registrant’s most recently completed second fiscal quarter. The aggregate market value of
the registrant’s common stock held by non-affiliates was $2,041,617,611, based on the last sale price on March 29, 2018 of $136.56 per
share. As of November 20, 2018, 18,772,430 shares of the registrant’s common stock were issued and outstanding.
Portions of the registrant’s definitive proxy statement for its Annual Meeting of Shareholders scheduled for February 5, 2019 are
incorporated by reference into Part III of this report.
DOCUMENTS INCORPORATED BY REFERENCE
J & J SNACK FOODS CORP.
2018 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
Business
Note About Forward-Looking Statements
Item 1
Item 1A Risk Factors
Item 1B Unresolved Staff Comments
Item 2
Item 3
Item 4
Properties
Legal Proceedings
Mine Safety Disclosures
PART I
PART II
Item 5
Market For Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity
Securities
Selected Financial Data
Management’s Discussion And Analysis Of Financial Condition And Results Of Operations
Item 6
Item 7
Item 7A Quantitative And Qualitative Disclosures About Market Risk
Item 8
Item 9
Item 9A Controls and Procedures
Item 9B Other Information
Financial Statements And Supplementary Data
Changes In And Disagreements With Accountants On Accounting And Financial Disclosure
PART III
Item 10 Directors, Executive Officers and Corporate Governance
Item 11
Item 12
Item 13 Certain Relationships And Related Transactions, and Director Independence
Item 14
Executive Compensation
Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters
Principal Accountant Fees and Service
Item 15
Exhibits, Financial Statement Schedules
PART IV
Page
1
1
6
9
9
10
10
11
12
13
24
24
25
25
25
26
27
27
27
27
28
Note About Forward-Looking Statements
In addition to historical information, this report contains forward-looking statements. The forward-looking statements
contained herein are subject to certain risks and uncertainties that could cause actual results to differ materially from those
projected in the forward-looking statements. Important factors that might cause such a difference include, but are not limited
to, those discussed in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis
only as of the date hereof. We undertake no obligation to publicly revise or update these forward-looking statements to reflect
events or circumstances that arise after the date hereof.
Item 1.
Business
General
Part I
J & J Snack Foods Corp. (the “Company” or “J & J”) manufactures snack foods and distributes frozen beverages
which it markets nationally to the food service and retail supermarket industries. The Company’s principal snack food
products are soft pretzels marketed primarily under the brand names SUPERPRETZEL, BRAUHAUS, AUNTIE ANNE’S*
and BAVARIAN BAKERY, frozen juice treats and desserts marketed primarily under the LUIGI’S, WHOLE FRUIT, ICEE,
PHILLY SWIRL, SOUR PATCH KIDS** and MINUTE MAID*** brand names, churros marketed primarily under the TIO
PEPE’S and CALIFORNIA CHURROS brand names and bakery products sold primarily under the READI-BAKE,
COUNTRY HOME, MARY B’S, DADDY RAY’S and HILL & VALLEY brand names as well as for private label and
contract packing. J & J believes it is the largest manufacturer of soft pretzels in the United States. Other snack food products
include funnel cake sold under THE FUNNEL CAKE FACTORY brand and dough enrobed handheld products sold under
the PATIO brand and other smaller brands as well. The Company’s principal frozen beverage products are the ICEE brand
frozen carbonated beverage and the SLUSH PUPPIE brand frozen non-carbonated beverage.
The Company’s Food Service and Frozen Beverages sales are made primarily to food service customers including
snack bar and food stand locations in leading chain, department, discount, warehouse club and convenience stores; malls and
shopping centers; fast food and casual dining restaurants; stadiums and sports arenas; leisure and theme parks; movie theatres;
independent retailers; and schools, colleges and other institutions. The Company’s retail supermarket customers are primarily
supermarket chains.
The Company was incorporated in 1971 under the laws of the State of New Jersey.
The Company has made acquisitions as described in “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and our consolidated financial statements and related notes thereto.
The Company operates in three business segments: Food Service, Retail Supermarkets and Frozen Beverages. These
segments are described below.
The Chief Operating Decision Maker for Food Service and Retail Supermarkets and the Chief Operating Decision
Maker for Frozen Beverages monthly review detailed operating income statements and sales reports in order to assess
performance and allocate resources to each individual segment. Sales 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 (see
Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 8 – Financial
Statements and Supplementary Data for financial information about segments).
* AUNTIE ANNE’S is a registered trademark of Auntie Anne’s LLC
** SOUR PATCH KIDS is a registered trademark of Mondelçz International Group
*** Minute Maid is a registered trademark of the Coca-Cola Company
1
Food Service
The primary products sold by the food service segment are soft pretzels, frozen juice treats and desserts, churros,
dough enrobed handheld products and baked goods. Our customers in the food service segment include snack bars and food
stands in chain, department and discount stores; malls and shopping centers; casual dining restaurants; fast food and casual
dining restaurants; stadiums and sports arenas; leisure and theme parks; convenience stores; movie theatres; warehouse club
stores; schools, colleges and other institutions. Within the food service industry, our products are purchased by the consumer
primarily for consumption at the point-of-sale.
Retail Supermarkets
The primary products sold to the retail supermarket channel are soft pretzel products – including SUPERPRETZEL
and AUNTIE ANNE’S, 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, SOUR PATCH KIDS
sticks, ICEE Squeeze-Up Tubes and dough enrobed handheld products including PATIO burritos. Within the retail
supermarket channel, our frozen and prepackaged products are purchased by the consumer for consumption at home.
Frozen Beverages
We sell frozen beverages 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.
Products
Soft Pretzels
The Company’s soft pretzels are sold under many brand names; some of which are: SUPERPRETZEL, PRETZEL
FILLERS, PRETZELFILS, GOURMET TWISTS, MR. TWISTER, SOFT PRETZEL BITES, SOFTSTIX, SOFT PRETZEL
BUNS, TEXAS TWIST, BAVARIAN BAKERY, SUPERPRETZEL BAVARIAN, NEW YORK PRETZEL, KIM &
SCOTT’S GOURMET PRETZELS, SERIOUSLY TWISTED!, BRAUHAUS, AUNTIE ANNE’S AND LABRIOLA; and,
to a lesser extent, under private labels.
Soft pretzels are sold in the Food Service and Retail Supermarket segments. Soft pretzel sales amounted to 21% of
the Company’s revenue in fiscal year 2018, 20% in 2017 and 20% in 2016.
Certain of the Company’s soft pretzels qualify under USDA regulations as the nutritional equivalent of bread for
purposes of the USDA school lunch program, thereby enabling a participating school to obtain partial reimbursement of the
cost of the Company’s soft pretzels from the USDA.
The Company’s soft pretzels are manufactured according to a proprietary formula. Soft pretzels, ranging in size
from one to twenty-four ounces in weight, are shaped and formed by the Company’s twister machines. These soft pretzel
tying machines are automated, high-speed machines for twisting dough into the traditional pretzel shape. Additionally, we
make soft pretzels which are extruded or shaped by hand. Soft pretzels, after processing, are primarily quick-frozen in either
raw or baked form and packaged for delivery.
The Company’s principal marketing program in the Food Service segment includes supplying ovens, mobile
merchandisers, display cases, warmers and similar merchandising equipment to the retailer to prepare and promote the sale
of soft pretzels. Some of this equipment is proprietary, including combination warmer and display cases that reconstitute
frozen soft pretzels while displaying them, thus eliminating the need for an oven. The Company retains ownership of the
equipment placed in customer locations, and as a result, customers are not required to make an investment in equipment.
2
Frozen Juice Treats and Desserts
The Company’s frozen juice treats and desserts are marketed primarily under the LUIGI’S, WHOLE FRUIT,
PHILLY SWIRL, SOUR PATCH KIDS, ICEE and MINUTE MAID brand names. Frozen juice treats and desserts are sold
in the Food Service and Retail Supermarkets segments. Frozen juice treats and dessert sales were 10% of the Company’s
revenue in fiscal year 2018, 11% in 2017 and 12% in 2016.
The Company’s school food service LUIGI’S and WHOLE FRUIT frozen juice bars and cups contain three to four
ounces of 100% apple or pineapple juice with no added sugar and 100% of the daily US FDA value of vitamin C. The juice
bars are produced in various flavors and are packaged in a sealed push-up paper container referred to as the Milliken M-pak,
which the Company believes has certain sanitary and safety advantages.
The balance of the Company’s frozen juice treats and desserts products are manufactured from water, sweeteners
and fruit juice concentrates in various flavors and packaging including cups, tubes, sticks, M-paks and pints. Several of the
products contain ice cream and WHOLE FRUIT contains pieces of fruit.
Churros
The Company’s churros are sold primarily under the TIO PEPE’S and CALIFORNIA CHURROS brand names.
Churros are sold to the Food Service and Retail Supermarkets segments. Churro sales were 6% of the Company’s sales in
fiscal year 2018, 6% in fiscal year 2017 and 6% in 2016. Churros are Hispanic pastries in stick form which the Company
produces in several sizes according to a proprietary formula. The churros are deep fried, frozen and packaged. At food service
point-of-sale they are reheated and topped with a cinnamon sugar mixture. The Company also sells fruit and crème-filled
churros. The Company supplies churro merchandising equipment similar to that used for its soft pretzels.
Handheld Products
The Company's dough enrobed handheld products are marketed under the PATIO, SUPREME STUFFERS and
SWEET STUFFERS brand names and under private labels. Handheld products are sold to the Food Service and Retail
Supermarket segments. Handheld product sales amounted to 5% of the Company’s sales in fiscal year 2018, 5% in 2017 and
4% in 2016.
Bakery Products
The Company’s bakery products are marketed under the MRS. GOODCOOKIE, READI-BAKE, COUNTRY
HOME, MARY B’S, DADDY RAY’S and HILL & VALLEY brand names, and under private labels. Bakery products
include primarily biscuits, fig and fruit bars, cookies, breads, rolls, crumb, muffins and donuts. Bakery products are sold to
the Food Service segment. Bakery products sales amounted to 33% of the Company’s sales in fiscal year 2018, 32% in 2017
and 30% in 2016.
Frozen Beverages
The Company markets frozen beverages primarily under the names ICEE, SLUSH PUPPIE and PARROT ICE in
the United States, Mexico and Canada. Frozen beverages are sold in the Frozen Beverages segment.
Frozen beverage sales amounted to 15% of the Company’s revenue in fiscal year 2018, 15% in 2017 and 15% in
2016.
Under the Company’s principal marketing program for frozen carbonated beverages, it installs frozen beverage
dispensers for its ICEE brand at customer locations and thereafter services the machines, arranges to supply customers with
ingredients required for production of the frozen beverages, and supports customer retail sales efforts with in-store
promotions and point-of-sale materials. The Company sells frozen non-carbonated beverages under the SLUSH PUPPIE and
PARROT ICE brands through a distributor network and through its own distribution network. The Company also provides
repair and maintenance service to customers for customers’ owned equipment and sells equipment in its Frozen Beverages
segment. Revenue from equipment sales and repair and maintenance services totaled 9% of the Company’s sales in fiscal
2018, 9% in 2017 and 10% in 2016.
3
Each new frozen carbonated customer location requires a frozen beverage dispenser supplied by the Company or by
the customer. Company-supplied frozen carbonated dispensers are purchased from outside vendors or rebuilt by the
Company.
The Company provides managed service and/or products to approximately 130,000 Company-owned and customer-
owned dispensers.
The Company has the rights to market and distribute frozen beverages under the name ICEE to the entire continental
United States (except for portions of four states) as well as internationally.
Other Products
Other products sold by the Company include funnel cakes sold under the FUNNEL CAKE FACTORY brand name
and smaller amounts of various other food products. These products are sold in the Food Service and Frozen Beverages
segments.
Customers
The Company sells its products to two principal channels: food service and retail supermarkets. The primary
products sold to the food service channel are soft pretzels, frozen beverages, frozen juice treats and desserts, churros, dough
enrobed handheld products and baked goods. The primary products sold to the retail supermarket channel are soft pretzels,
frozen juice treats and desserts and dough enrobed handheld products.
We have several large customers that account for a significant portion of our sales. Our top ten customers accounted
for 43%, 42% and 42% of our sales during fiscal years 2018, 2017 and 2016, respectively, with our largest customer
accounting for 9-1/2% of our sales in 2018, 9-1/2% of our sales in 2017 and 8% of our sales in 2016. Four of the ten customers
are food distributors who sell our product to many end users. The loss of one or more of our large customers could adversely
affect our results of operations. These customers typically do not enter into long-term contracts and make purchase decisions
based on a combination of price, product quality, consumer demand and customer service performance. If our sales to one or
more of these customers are reduced, this reduction may adversely affect our business. If receivables from one or more of
these customers become uncollectible, our operating income would be adversely impacted.
The Food Service and the Frozen Beverages segments sell primarily to food service channels. The Retail
Supermarkets segment sells primarily to the retail supermarket channel.
The Company’s customers in the food service segment include snack bars and food stands in chain, department and
mass merchandising stores, malls and shopping centers, fast food and casual dining restaurants, stadiums and sports arenas,
leisure and theme parks, convenience stores, movie theatres, warehouse club stores, schools, colleges and other institutions,
and independent retailers. Machines and machine parts are sold to other food and beverage companies. Within the food
service industry, the Company’s products are purchased by the consumer primarily for consumption at the point-of-sale.
The Company sells its products to an estimated 85-90% of supermarkets in the United States. Products sold to retail
supermarket customers are primarily soft pretzel products, including SUPERPRETZEL and AUNTIE ANNE’S, frozen juice
treats and desserts including LUIGI’S Real Italian Ice, MINUTE MAID Juice Bars and Soft Frozen Lemonade, WHOLE
FRUIT frozen fruit bars, WHOLE FRUIT Sorbet, PHILLY SWIRL cups and sticks, MARY B’S biscuits and dumplings,
DADDY RAY’S fig and fruit bars, HILL & VALLEY baked goods, ICEE Squeeze-Up Tubes and PATIO burritos. Within
the retail supermarket industry, the Company’s frozen and prepackaged products are purchased by the consumer for
consumption at home.
Marketing and Distribution
The Company has developed a national marketing program for its products. For the Food Service and Frozen
Beverages segments’ customers, this marketing program includes providing ovens, mobile merchandisers, display cases,
warmers, frozen beverage dispensers and other merchandising equipment for the individual customer’s requirements and
point-of-sale materials as well as participating in trade shows and in-store demonstrations. The Company’s ongoing
advertising and promotional campaigns for its Retail Supermarket segment’s products include trade shows, newspaper
advertisements with coupons and consumer advertising campaigns.
4
The Company develops and introduces new products on a routine basis. The Company evaluates the success of new
product introductions on the basis of sales levels, which are reviewed no less frequently than monthly by the Company’s
Chief Operating Decision Makers.
The Company’s products are sold through a network of about 100 food brokers, independent sales distributors and
the Company’s own direct sales force. For its snack food products, the Company maintains warehouse and distribution
facilities in Pennsauken, Bellmawr and Bridgeport, New Jersey; Vernon (Los Angeles) and Colton, California; Brooklyn,
New York; Scranton, Pittsburgh, Hatfield and Lancaster, Pennsylvania; Carrollton (Dallas), Texas; Atlanta, Georgia;
Moscow Mills (St. Louis), Missouri; Pensacola and Tampa, Florida; Solon, Ohio; Weston, Oregon; Holly Ridge, North
Carolina; Alsip (Chicago) and Rock Island, Illinois. Frozen beverages and machine parts are distributed from 166 Company
managed warehouse and distribution facilities located in 43 states, Mexico and Canada, which allow the Company to directly
service its customers in the surrounding areas. The Company’s products are shipped in refrigerated and other vehicles from
the Company’s manufacturing and warehouse facilities on a fleet of Company operated tractor-trailers, trucks and vans, as
well as by independent carriers.
Seasonality
The Company’s sales are seasonal because frozen beverage sales and frozen juice treats and desserts sales are
generally higher during the warmer months.
Trademarks and Patents
The Company has numerous trademarks, the most important of which are SUPERPRETZEL, TEXAS TWIST,
NEW YORK PRETZEL, BAVARIAN BAKERY, MR. TWISTER, SOFT PRETZEL BITES, SOFTSTIX, PRETZEL
FILLERS, PRETZELFILS, BRAUHAUS and LABRIOLA for its pretzel products; SHAPE-UPS, WHOLE FRUIT, PHILLY
SWIRL and LUIGI’S for its frozen juice treats and desserts; TIO PEPE’S and CALIFORNIA CHURROS for its churros;
ARCTIC BLAST, SLUSH PUPPIE and PARROT ICE for its frozen beverages; FUNNEL CAKE FACTORY for its funnel
cake products, PATIO for its handheld burritos and MRS. GOODCOOKIE, READI-BAKE, COUNTRY HOME, CAMDEN
CREEK, MARY B’S, DADDY RAY’S and HILL & VALLEY for its bakery products.
The Company markets frozen beverages under a license to use the trademark ICEE in all of the continental United
States, except for portions of four states, and in Mexico and Canada. Additionally, the Company has the international rights
to the trademark ICEE.
The trademarks, when renewed and continuously used, have an indefinite term and are considered important to the
Company as a means of identifying its products. The Company considers its trademarks important to the success of its
business.
The Company has numerous patents related to the manufacturing and marketing of its product.
Supplies
The Company’s manufactured products are produced from raw materials which are readily available from numerous
sources. With the exception of the Company’s churro production equipment, funnel cake production equipment and soft
pretzel twisting equipment, all of which are made for J & J by independent third parties, and certain specialized packaging
equipment, the Company’s manufacturing equipment is readily available from various sources. Syrup for frozen beverages
is purchased primarily from The Coca-Cola Company, Dr Pepper Snapple Group, Inc., the Pepsi Cola Company, and Jogue,
Inc. Cups, straws and lids are readily available from various suppliers. Parts for frozen beverage dispensing machines are
purchased from several sources. Frozen beverage dispensers are purchased primarily from IMI Cornelius, Inc. and FBD
Partnership.
Competition
Snack food and bakery products markets are highly competitive. The Company’s principal products compete against
similar and different food products manufactured and sold by numerous other companies, some of which are substantially
larger and have greater resources than the Company. As the soft pretzel, frozen juice treat and dessert, bakery products and
related markets evolve, additional competitors and new competing products may enter the markets. Competitive factors in
these markets include product quality, customer service, taste, price, identity and brand name awareness, method of
distribution and sales promotions.
5
The Company believes it is the only national distributor of soft pretzels. However, there are numerous regional and
local manufacturers of food service and retail supermarket soft pretzels as well as several chains of retail pretzel stores.
In Frozen Beverages the Company competes directly with other frozen beverage companies. These include several
companies which have the right to use the ICEE name in portions of four states. There are many other regional frozen
beverage competitors throughout the country and one large retail chain which uses its own frozen beverage brand.
The Company competes with large soft drink manufacturers for counter and floor space for its frozen beverage
dispensing machines at retail locations and with products which are more widely known than the ICEE, SLUSH PUPPIE and
PARROT ICE frozen beverages.
The Company competes with several other companies in the frozen juice treat and dessert and bakery products
markets.
Risks Associated with Foreign Operations
Foreign operations generally involve greater risk than doing business in the United States. Foreign economies differ
favorably or unfavorably from the United States’ economy in such respects as the level of inflation and debt, which may
result in fluctuations in the value of the country’s currency and real property. Sales of our foreign operations were
$32,459,000, $31,001,000 and $27,075,000 in fiscal years 2018, 2017 and 2016, respectively. At September 29, 2018, the
total assets of our foreign operations were approximately $45 million or 4.8% of total assets. At September 30, 2017, the
total assets of our foreign operations were approximately $39 million or 4.5% of total assets.
Employees
The Company has about 4,500 full and part time employees and approximately 1,500 workers employed by staffing
agencies as of September 29, 2018. About 1,200 production and distribution employees throughout the Company are covered
by collective bargaining agreements.
The Company considers its employee relations to be good.
Available Information
The Company’s internet address is www.jjsnack.com. On the investor relations section of its website, the Company
provides free access to its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any
amendments to these reports, as soon as reasonably practicable after such materials are electronically filed with, or furnished
to, the Securities and Exchange Commission (“SEC”). The information on the website listed above is not and should not be
considered part of this annual report on Form 10-K and is not incorporated by reference in this document.
Item 1A.
Risk Factors
You should carefully consider the risks described below, together with all of the other information included in this
report, in considering our business and prospects. The risks and uncertainties described below are not the only ones facing
us. Additional risks and uncertainties not presently known to us or that we currently deem insignificant may also impair our
business operations. Following is a discussion of known potentially significant risks which could result in harm to our
business, financial condition or results of operations.
Risks of Shortages or Increased Cost of Raw Materials
We are exposed to the market risks arising from adverse changes in commodity prices, affecting the cost of our raw
materials and energy. The raw materials and energy which we use for the production and distribution of our products are
largely commodities that are subject to price volatility and fluctuations in availability caused by changes in global supply and
demand, weather conditions, agricultural uncertainty or governmental controls. We purchase these materials and energy
mainly in the open market. Our procurement practices are intended to reduce the risk of future price increases, but also may
potentially limit the ability to benefit from possible price decreases. If commodity price changes result in increases in raw
materials and energy costs, we may not be able to increase our prices to offset these increased costs without suffering reduced
volume, revenue and operating income.
6
General Risks of the Food Industry
Food processors are subject to the risks of adverse changes in general economic conditions; evolving consumer
preferences and nutritional and health-related concerns; changes in food distribution channels; federal, state and local food
processing controls or other mandates; changes in federal, state, local and international laws and regulations, or in the
application of such laws and regulations; consumer product liability claims; risks of product tampering and contamination;
and negative publicity surrounding actual or perceived product safety deficiencies. The increased buying power of large
supermarket chains, other retail outlets and wholesale food vendors could result in greater resistance to price increases and
could alter the pattern of customer inventory levels and access to shelf space.
Risks of Shortages or Increased Costs of Labor
Our businesses operate in highly competitive markets. The labor market in the United States is very competitive and
the unemployment rate is at historic lows. We must hire, train and develop effective employees. Unplanned turnover, the
inability to hire employees and rising wage rates may directly affect our operations.
Environmental Risks
The disposal of solid and liquid waste material resulting from the preparation and processing of foods is subject to
various federal, state and local laws and regulations relating to the protection of the environment. Such laws and regulations
have an important effect on the food processing industry as a whole, requiring substantially all firms in the industry to incur
material expenditures for modification of existing processing facilities and for construction of upgraded or new waste
treatment facilities.
We cannot predict what environmental legislation or regulations will be enacted in the future, how existing or future
laws or regulations will be administered or interpreted or what environmental conditions may be found to exist. Enactment
of more stringent laws or regulations or more strict interpretation of existing laws and regulations may require additional
expenditures by us, some of which could be material.
Risks Resulting from Customer Concentration
We have several large customers that account for a significant portion of our sales. Our top ten customers accounted
for 43%, 42% and 42% of our sales during fiscal years 2018, 2017 and 2016, respectively, with our largest customers
accounting for 9-1/2% of our sales in 2018, 9-1/2% of our sales in 2017 and 8% of our sales in 2016. Four of the ten customers
are food distributors who sell our product to many end users. The loss of one or more of our large customers could adversely
affect our results of operations. These customers typically do not enter into long-term contracts and make purchase decisions
based on a combination of price, product quality, consumer demand and customer service performance. If our sales to one or
more of these customers are reduced, this reduction may adversely affect our business. If receivables from one or more of
these customers become uncollectible, our operating income would be adversely impacted.
Competition
Our businesses operate in highly competitive markets. We compete against national and regional manufacturers and
distributors on the basis of price, quality, product variety and effective distribution. Many of our major competitors in the
market are larger and have greater financial and marketing resources than we do. Increased competition and anticipated
actions by our competitors could lead to downward pressure on prices and/or a decline in our market share, either of which
could adversely affect our results. See “Competition” in Item 1 for more information about our competitors.
Risks Relating to Manufacturing
Our ability to purchase, manufacture and distribute products is critical to our success. Damage or disruption to our
manufacturing or distribution capabilities due to weather, natural disaster, fire or explosion, terrorism, pandemic, political
upheaval, labor strikes, work stoppages or other reasons could impair our ability to manufacture or distribute our products.
7
New Jersey Law and Provisions of Our Amended and Restated Certificate of Incorporation and Bylaws May Inhibit a Change
In Control
The New Jersey Shareholders' Protection Act, N.J.S.A. 14A:10A-1, et. seq., may delay, deter or prevent a change
in control by prohibiting the Company from engaging in a business combination transaction with an interested shareholder
for a period of five years after the person becomes an interested stockholder, even if a majority of our shareholders believe a
change in control would be in the best interests of the Company and its shareholders. In addition, our Amended and Restated
Certificate of Incorporation and Bylaws contain provisions that may delay, deter or prevent a future acquisition of J & J
Snack Foods Corp. not approved by our Board of Directors. This could occur even if our shareholders are offered an attractive
value for their shares or if a substantial number or even a majority of our shareholders believe the takeover is in their best
interest. These provisions are intended to encourage any person interested in acquiring us to negotiate with and obtain the
approval of our Board of Directors in connection with the transaction. Provisions of our Amended and Restated Certificate
of Incorporation and Bylaws that could delay, deter or prevent a future acquisition include the following:
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a classified Board of Directors;
the requirement that our shareholders may only remove Directors for cause;
limitations on share holdings and voting of certain persons;
special Director voting rights;
the ability of the Board of Directors to consider the interests of various constituencies, including our employees,
customers, suppliers, creditors and the local communities in which we operate;
shareholders do not generally have the right to call special meetings or to act by written consent;
our Bylaws contain advance notice procedures for nominations of Directors or submission of shareholder proposals
at an annual meeting; and
our Bylaws contain a forum selection clause providing that certain litigation against the Company can only be
brought in New Jersey state or federal courts.
Risks Relating to Gerald B. Shreiber
Gerald B. Shreiber is the founder, President, Chief Executive Officer and Chairman of the Board of Directors of the
Company and the current beneficial owner of 20% of its outstanding common stock. Our Amended and Restated Certificate
of Incorporation provides that Mr. Shreiber has three votes on any matter to be acted upon by the Board of Directors (subject
to certain adjustments). Therefore, he and one other director would have the ability to approve any matter before the Board.
The performance of this Company is greatly impacted by his leadership and decisions. His retirement, disability or death may
have a significant impact on our future operations.
Risk Related to Increases in our Health Insurance Costs and Costs of Compliance with the Patient Protection and Affordable
Care Act and the Health Care and Education Reconciliation Act of 2010
The costs of employee health care insurance have been increasing in recent years due to rising health care costs,
legislative changes, and general economic conditions. Additionally, we may incur additional costs because of the Patient
Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (collectively, the “Health
Care Reform Laws”). Provisions of these laws have become and will become effective over the past several years and at
various dates over the next several years. Because of the breadth and complexity of these laws and the phased-in nature of
the new regulations, as well as other health care reform legislation considered by Congress and state legislatures, we cannot
predict with certainty the future effect of these laws on us. A continued increase in health care costs or additional costs
incurred as a result of the Health Care Reform Laws or the enforcement of the Health Care Reform Laws or other future
health care reform laws imposed by Congress or state legislations could have a negative impact on our financial position and
results of operations.
Risk Related to Product Changes
There are risks in the marketplace related to trade and consumer acceptance of product improvements, packing
initiatives and new product introductions.
Risks Related to Change in the Business
Our ability to successfully manage changes to our business processes, including selling, distribution, product
capacity, information management systems and the integration of acquisitions, will directly affect our results of operations.
8
Risks Associated with Foreign Operations
Foreign operations generally involve greater risk than doing business in the United States. Foreign economies differ
favorably or unfavorably from the United States’ economy in such respects as the level of inflation and debt, which may
result in fluctuations in the value of the country’s currency and real property. Further, there may be less government regulation
in various countries, and difficulty in enforcing legal rights outside the United States. Additionally, in some foreign countries,
there is the possibility of expropriation or confiscatory taxation limitations on the removal of property or other assets, political
or social instability or diplomatic developments which could affect the operations and assets of U.S. companies doing
business in that country. Sales of our foreign operations were $32,459,000, $31,001,000 and $27,075,000 in fiscal years
2018, 2017 and 2016, respectively. At September 29, 2018, the total assets of our foreign operations were approximately $45
million or 4.8% of total assets. At September 30, 2017, the total assets of our foreign operations were approximately $39
million or 4.5% of total assets.
Risks associated with our Information Technology Systems
The efficient operation of our business depends on our information technology systems. We rely on our information
technology systems to effectively manage our business data, communications, supply chain, manufacturing, order entry and
fulfillment, and other business processes. The failure of our information technology systems (including those provided to us
by third parties) to perform as we anticipate could disrupt our business and could result in billing, collecting, and ordering
errors, processing inefficiencies, and the loss of sales and customers, causing our business and results of operations to suffer.
In addition, our information technology systems may be vulnerable to damage or interruption from circumstances
beyond our control, including fire, natural disasters, systems failures, security breaches or intrusions (including theft of
customer, consumer or other confidential data), and viruses. If we are unable to prevent physical and electronic break-ins,
cyber-attacks and other information security breaches, we may suffer financial and reputational damage, be subject to
litigation or incur remediation costs or penalties because of the unauthorized disclosure of confidential information belonging
to us or to our partners, customers, suppliers or employees.
Seasonality and Quarterly Fluctuations
Our sales are affected by the seasonal demand for our products. Demand is greater during the summer months
primarily as a result of the warm weather demand for our ICEE and frozen juice treats and desserts products. Because of
seasonal fluctuations, there can be no assurance that the results of any particular quarter will be indicative of results for the
full year or for future years.
Item 1B.
Unresolved Staff Comments
We have no unresolved SEC staff comments to report.
Item 2.
Properties
The Company’s primary east coast manufacturing facility is located in Pennsauken, New Jersey in a 70,000 square
foot building on a two-acre lot. Soft pretzels, churros, and funnel cake are manufactured at this Company-owned facility
which also serves as the Company’s corporate headquarters. The Company owns a 128,000 square foot building adjacent to
this manufacturing facility which contains a large freezer for warehousing and distribution purposes. The Company leases,
through January 2022, 16,000 square feet of office and warehouse space located next to the Pennsauken, New Jersey plant
and owns a 43,000 square foot office and warehouse building in the same complex.
The Company owns a 150,000 square foot building on eight acres in Bellmawr, New Jersey. The facility is used by
the Company to manufacture soft pretzels.
The Company’s primary west coast manufacturing facility is located in Vernon (Los Angeles), California. It consists
of a 137,000 square foot facility in which soft pretzels, churros and various lines of baked goods are produced and
warehoused. Included in the 137,000 square foot facility is a 30,000 square foot freezer used for warehousing and distribution
purposes. The facility is leased through November 2030. The Company leases an additional 80,000 square feet of office and
warehouse space, adjacent to its manufacturing facility, through November 2030.
9
The Company leases a 22,000 square foot soft pretzel manufacturing facility located in Brooklyn, New York. The
lease runs through August 2023.
The Company leases through June 2030 a 45,000 square foot churros and funnel cake manufacturing facility located
in Colton, California.
The Company leases an 85,000 square foot bakery manufacturing facility located in Atlanta, Georgia. The lease
runs through December 2020.
The Company leases a 129,000 square foot bakery manufacturing facility located in Rock Island, Illinois. The lease
runs through December 2034.
The Company owns a 46,000 square foot frozen juice treat and dessert manufacturing facility and a 42,000 square
foot dry storage warehouse located on six acres in Scranton, Pennsylvania.
The Company leases a 29,600 square foot soft pretzel manufacturing facility located in Hatfield, Pennsylvania. The
lease runs through June 2032.
The Company leases a 48,000 square foot soft pretzel manufacturing facility located in Carrollton, Texas. The lease
runs through April 2021. The Company leases an additional property containing a 6,500 square foot storage freezer across
the street from the manufacturing facility, which lease expires May 2021.
The Company leases a 177,500 square foot soft pretzel manufacturing facility located in Alsip, Illinois. The lease
runs through March 2030.
The Company’s fresh bakery products manufacturing facility and offices are located in Bridgeport, New Jersey in
three buildings totaling 133,000 square feet. The buildings are leased through December 2025.
The Company owns a 165,000 square foot fig and fruit bar manufacturing facility located on 9-1/2 acres in Moscow
Mills (St. Louis), Missouri.
The Company leases a building in Pensacola, Florida for the manufacturing, packing and warehousing of dumplings.
The building is approximately 14,000 square feet and the lease runs through December 2019.
The Company owns an 84,000 square foot handheld products manufacturing facility in Holly Ridge, North Carolina.
The Company leases a 70,000 square foot handheld products manufacturing facility in Weston, Oregon which is
leased through May 13, 2021.
The Company leases a 39,000 square foot frozen juice treat and dessert manufacturing facility in Tampa, Florida
which is leased through September 2023.
The Company also leases approximately 160 warehouse and distribution facilities in 44 states, Mexico and Canada.
Item 3.
Legal Proceedings
The Company has no material pending legal proceedings, other than ordinary routine litigation incidental to the
business, to which the Company or any of its subsidiaries is a party or of which any of their property is subject.
Item 4.
Mine Safety Disclosures
Not Applicable
10
PART II
Item 5.
Market For Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity
Securities
The Company’s common stock is traded on the NASDAQ Global Select Market under the symbol “JJSF.” The
following table sets forth the high and low sale price quotations as reported by NASDAQ and dividend information for the
common stock for each quarter of the years ended September 30, 2017 and September 29, 2018.
Fiscal 2017
First quarter
Second quarter
Third quarter
Fourth quarter
Fiscal 2018
First quarter
Second quarter
Third quarter
Fourth quarter
Common Stock Market Price
High
Low
Dividend
Declared
$
$
135.04 $
143.21
142.28
138.38
157.33 $
153.99
158.41
159.05
102.81 $
124.57
121.20
124.10
127.00 $
128.53
125.98
139.90
0.4200
0.4200
0.4200
0.4200
0.4500
0.4500
0.4500
0.4500
As of September 29, 2018, we had approximately 18,000 beneficial shareholders.
In our fiscal year ended September 24, 2016, we purchased and retired 141,700 shares of our common stock at a cost of
$15,265,019.
In our fiscal year ended September 30, 2017, we purchased and retired 142,665 shares of our common stock at a cost of
$18,228,763.
In our fiscal year ended September 29, 2018, we purchased and retired 20,604 shares of our common stock at a cost of
$2,794,027. All of the purchases were made in our third quarter.
A plan to purchase 500,000 shares was announced on November 8, 2012. 500,000 shares were purchased under this plan
with the last purchase in August 2017. A plan to purchase 500,000 shares was announced on August 4, 2017 with no
expiration date. 384,506 shares remain to be purchased under this plan.
For information on the Company’s Equity Compensation Plans, please see Item 12 herein.
11
Stock Performance Graph
Item 6.
Selected Financial Data
The selected financial data for the last five years was derived from our audited consolidated financial statements.
The following selected financial data should be read in conjunction with “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and our consolidated financial statements and related notes thereto, especially
as the information pertains to fiscal 2016, 2017 and 2018.
Fiscal year ended in September
(In thousands except per share data)
2018
2017
2016
2015
2014
Net Sales
Net Earnings
Total Assets
Long-Term Debt
Capital Lease Obligations
Stockholders' Equity
Common Share Data
Earnings Per Diluted Share
Earnings Per Basic Share
Common Shares Outstanding At Year End
Cash Dividends Declared Per Common Share
$ 1,138,265 $ 1,084,224 $
103,596 $
$
79,174 $
932,013 $ 867,228 $
$
- $
$
$
1,244 $
759,091 $ 682,322 $
$
- $
1,077 $
992,781 $
75,975 $
790,487 $
- $
1,600 $
637,974 $
976,256 $
70,183 $
739,669 $
- $
1,469 $
599,919 $
$
$
$
5.51 $
5.54 $
18,754
1.80 $
4.21 $
4.23 $
18,663
1.68 $
4.05 $
4.07 $
18,668
1.56 $
3.73 $
3.76 $
18,676
1.44 $
919,451
71,814
704,773
-
520
562,518
3.82
3.85
18,663
1.28
12
Item 7.
Management’s Discussion And Analysis Of Financial Condition And Results Of Operations
In addition to historical information, this document and analysis contains forward-looking statements. The forward-
looking statements contained herein are subject to certain risks and uncertainties that could cause actual results to differ
materially from those projected in the forward-looking statements. Important factors that might cause such a difference
include, but are not limited to, those discussed in the “Management’s Discussion and Analysis of Financial Condition and
Results of Operations.” Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect
management’s analysis only as of the date hereof. We undertake no obligation to publicly revise or update these forward-
looking statements to reflect events or circumstances that arise after the date hereof.
Critical Accounting Policies, Judgments and Estimates
We prepare our financial statements in conformity with accounting principles generally accepted in the United States
of America. The preparation of such financial statements requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of those financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from
those estimates.
The Company discloses its significant accounting policies in the accompanying notes to its audited consolidated
financial statements.
Judgments and estimates of uncertainties are required in applying the Company’s accounting policies in certain
areas. Following are some of the areas requiring significant judgments and estimates: revenue recognition, accounts
receivable, cash flow and valuation assumptions in performing asset impairment tests of long-lived and intangible assets,
estimates of the value and useful lives of intangible assets, insurance reserves, inventories and income taxes.
There are numerous critical assumptions that may influence accounting estimates in these and other areas. We base
our critical assumptions on historical experience, third-party data and various other estimates we believe to be reasonable. A
description of the aforementioned policies follows:
Revenue Recognition - We recognize revenue from our products when the products are shipped to our customers.
Repair and maintenance equipment service revenue is recorded when it is performed if the customer terms are that the
customer is to be charged on a time and material basis or recorded on a straight-line basis over the term of the contract when
the customer has signed a service contract. Revenue is recognized only where persuasive evidence of an arrangement exists,
our price is fixed or estimable and collectability is reasonably assured. We record offsets to revenue for allowances, end-user
pricing adjustments, trade spending, coupon redemption costs and returned product. Customers generally do not have the
right to return product unless it is damaged or defective. Off-invoice allowances are deducted directly from the amount
invoiced to our customer when our products are shipped to the customer. Offsets to revenue for allowances, end-user pricing
adjustments and trade spending are recorded primarily as a reduction of accounts receivable based on our estimates of liability
which are based on customer programs and historical experience. These offsets to revenue are estimated primarily on the
quantity of product purchased over specific time periods. For our Retail Supermarket and Frozen Beverages segments, we
accrue for the liability based on products sold multiplied by per product offsets. Offsets to revenue for our Food Service
segment are calculated in a similar manner for offsets owed to our direct customers; however, because shipments to end-
users are unknown to us until reported by our direct customers or by the end-users, there is a greater degree of uncertainty as
to the accuracy of the amounts accrued for end-user offsets. Additional uncertainty may occur as customers take deductions
when they make payments to us. This creates complexities because our customers do not always provide reasons for the
deductions taken. Additionally, customers may take deductions to which they are not entitled and the length of time customers
take deductions to which they are entitled can vary from two weeks to well over a year. Because of the aforementioned
uncertainties, the process to determine these estimates requires judgment. We feel that due to constant monitoring of the
process, including but not limited to comparing actual results to estimates made on a monthly basis, these estimates are
reasonable in all material respects. Our recorded liability for allowances, end-user pricing adjustments and trade spending
was approximately $13.6 million at September 29, 2018 and $13.0 million at September 30, 2017.
Accounts Receivable - We record accounts receivable at the time revenue is recognized. Bad debt expense is
recorded in marketing and administrative expenses. The amount of the allowance for doubtful accounts is based on our
estimate of the accounts receivable amount that is uncollectable. It is comprised of a general reserve based on historical
experience and amounts for specific customers’ accounts receivable balances that we believe are at risk due to our knowledge
of facts regarding the customer(s). We continually monitor our estimate of the allowance for doubtful accounts and adjust it
monthly. We usually have approximately 15 customers with accounts receivable balances of between $1 million to $10
13
million. Failure of these customers, and others with lesser balances, to pay us the amounts owed, could have a material impact
on our consolidated financial statements.
Accounts receivable due from any of our customers is subject to risk. Our total bad debt expense was $259,000,
$122,000 and $525,000 for the fiscal years 2018, 2017 and 2016, respectively. At September 29, 2018 and September 30,
2017, our accounts receivables were $132,342,000 and $124,553,000 net of an allowance for doubtful accounts of $400,000
and $359,000.
Asset Impairment – We have three reporting units with goodwill totaling $102,511,000 as of September 29, 2018.
Goodwill is evaluated annually by the Company for impairment. We perform impairment tests at year end for our reporting
units, which is also the operating segment level, with recorded goodwill utilizing primarily the discounted cash flow method.
This methodology used to estimate the fair value of the total Company and its reporting units requires inputs and assumptions
(i.e. revenue growth, operating profit margins, capital spending requirements and discount rates) that reflect current market
conditions. The estimated fair value of each reporting unit is compared to the carrying value of the reporting unit. If the
carrying value of the reporting unit exceeds its fair value, the goodwill of the reporting unit is potentially impaired, and the
Company then determines the implied fair value of goodwill, which is compared to the carrying value of goodwill to
determine if impairment exists. Our tests at September 29, 2018 show that the fair value of each of our reporting units with
goodwill exceeded its carrying value. Therefore no further analysis was required. The inputs and assumptions used involve
considerable management
future operating
performance. Assumptions used in these forecasts are consistent with internal planning. The actual performance of the
reporting units could differ from management’s estimates due to changes in business conditions, operating performance,
economic conditions, competition and consumer preferences.
judgment and are based upon assumptions about expected
Licenses and rights, customer relationships and non- compete agreements are being amortized by the straight-line
method over periods ranging from 2 to 20 years and amortization expense is reflected throughout operating expenses. Long-
lived assets, including fixed assets and amortizing intangibles, are reviewed for impairment as events or changes in
circumstances occur indicating that the carrying amount of the asset may not be recoverable. Indefinite lived intangibles are
reviewed annually for impairment. Cash flow and sales analyses are used to assess impairment. The estimates of future cash
flows and sales involve considerable management judgment and are based upon assumptions about expected future operating
performance. Assumptions used in these forecasts are consistent with internal planning. The actual cash flows and sales
could differ from management’s estimates due to changes in business conditions, operating performance, economic
conditions, competition and consumer preferences.
Useful Lives of Intangible Assets - Most of our trade names which have carrying value have been assigned an
indefinite life and are not amortized because we plan to receive the benefit from them indefinitely. If we decide to curtail or
eliminate the use of any of the trade names or if sales that are generated from any particular trade name do not support the
carrying value of the trade name, then we would record impairment or assign an estimated useful life and amortize over the
remaining useful life. Rights such as prepaid licenses and non-compete agreements are amortized over contractual periods.
The useful lives of customer relationships are based on the discounted cash flows expected to be received from sales to the
customers adjusted for an attrition rate. The loss of a major customer or declining sales in general could create an impairment
charge.
Insurance Reserves - We have a self-insured medical plan which covers approximately 1,700 of our employees. We
record a liability for incurred but not yet reported or paid claims based on our historical experience of claims payments and
a calculated lag time period. We maintain a spreadsheet that includes claims payments made each month according to the
date the claim was incurred. This enables us to have an historical record of claims incurred but not yet paid at any point in
the past. We then compare our accrued liability to the more recent claims incurred but not yet paid amounts and adjust our
recorded liability up or down accordingly. Our recorded liability at September 29, 2018 and September 30, 2017 was
$2,058,000 and $2,382,000, respectively. Considering that we have stop loss coverage of $200,000 for each individual plan
subscriber, the general consistency of claims payments and the short time lag, we believe that there is not a material exposure
for this liability. Because of the foregoing, we do not engage a third party actuary to assist in this analysis.
We self-insure, up to loss limits, worker’s compensation and automobile liability claims. Accruals for claims under
our self-insurance program are recorded on a claims-incurred basis. Under this program, the estimated liability for claims
incurred but unpaid in fiscal years 2018 and 2017 was $4,100,000 and $2,900,000 respectively. Our total recorded liability
for all years’ claims incurred but not yet paid was $9,200,000 and $8,100,000 at September 29, 2018 and September 30,
2017, respectively. We estimate the liability based on total incurred claims and paid claims adjusting for loss development
factors which account for the development of open claims over time. We estimate the amounts we expect to pay for some
insurance years by multiplying incurred losses by a loss development factor which is based on insurance industry averages
14
and the age of the incurred claims; our estimated liability is then the difference between the amounts we expect to pay and
the amounts we have already paid for those years. Loss development factors that we use range from 1.0 to 2.0. However, for
some years, the estimated liability is the difference between the amounts we have already paid for that year and the maximum
we could pay under the program in effect for that particular year because the calculated amount we expect to pay is higher
than the maximum. For other years, where there are few claims open, the estimated liability we record is the amount the
insurance company has reserved for those claims. We evaluate our estimated liability on a continuing basis and adjust it
accordingly. Due to the multi-year length of these insurance programs, there is exposure to claims coming in lower or higher
than anticipated; however, due to constant monitoring and stop loss coverage of $350,000 on individual claims, we believe
our exposure is not material. Because of the foregoing, we do not engage a third party actuary to assist in this analysis. In
connection with these self-insurance agreements, we customarily enter into letters of credit arrangements with our insurers.
At September 29, 2018 and September 30, 2017, we had outstanding letters of credit totaling $9,275,000 and $8,675,000,
respectively.
Inventories - Inventories are valued at the lower of cost (determined by the first-in, first-out method) or net realizable
value. We recognize abnormal amounts of idle facilities, freight, handling costs, and spoilage as charges of the current
period. Additionally, we allocate fixed production overhead to inventories based on the normal capacity of our production
facilities. We calculate normal capacity as the production expected to be achieved over a number of periods or seasons under
normal circumstances, taking into account the loss of capacity resulting from planned maintenance. This requires us to use
judgment to determine when production is outside the range of expected variation in production (either abnormally low or
abnormally high). In periods of abnormally low production (for example, periods in which there is significantly lower
demand, labor and material shortages exist, or there is unplanned equipment downtime) the amount of fixed overhead
allocated to each unit of production is not increased. However, in periods of abnormally high production the amount of fixed
overhead allocated to each unit of production is decreased to assure inventories are not measured above cost.
Income Taxes - We account for our income taxes under the liability method. Under the liability method, deferred
tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and
liabilities as measured by the enacted tax rates that will be in effect when these differences reverse. Deferred tax expense is
the result of changes in deferred tax assets and liabilities.
Refer to Note A to the accompanying consolidated financial statements for additional information on our accounting
policies.
RESULTS OF OPERATIONS:
Fiscal 2018 (52 weeks) Compared to Fiscal Year 2017 (53 weeks)
Net sales increased $54,041,000, or 5%, to $1,138,265,000 in fiscal 2018 from $1,084,224,000 in fiscal 2017.
Excluding sales from the extra week in 2017, sales increased approximately 7% from 2017 to 2018.
Excluding sales from Hill & Valley, Inc., acquired in January 2017, an ICEE distributor located in the Southeast
acquired in June 2017 and Labriola Bakery which was acquired in August 2017 and the extra week in 2017, sales increased
approximately 4% for the year.
We have three reportable segments, as disclosed in the accompanying notes to the consolidated financial statements:
Food Service, Retail Supermarkets and Frozen Beverages.
The Chief Operating Decision Maker for Food Service and Retail Supermarkets and the Chief Operating Decision
Maker for Frozen Beverages monthly review detailed operating income statements and sales reports in order to assess
performance and allocate resources to each individual segment. Sales and operating income are the 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.
15
FOOD SERVICE
Sales to food service customers increased $44,150,000 or 6%, to $745,944,000 in fiscal 2018. Excluding the extra
week in 2017, sales increased approximately 9% from 2017 to 2018. Excluding Hill & Valley and Labriola sales and the
extra week in 2017, sales increased approximately 4% for the year. Soft pretzel sales to the food service market increased
16% to $208,544,000 for the year with strong sales to restaurant chains and movie theatres and with sales increases and
decreases throughout our customer base. Our new line of BRAUHAUS pretzels contributed to the increased sales. Excluding
Labriola sales, soft pretzel sales increased 10%. Frozen juice bar and ices sales decreased $7,105,000, or 14%, to $42,364,000
for the year due primarily to lower sales to warehouse club stores because of a loss of a promotion and because of reduced
distribution. Churro sales to food service customers were down 2% to $61,726,000 for the year with sales increases and
decreases across our customer base but with particularly low sales to one warehouse club store which last year had sales of a
new product since discontinued. Sales of bakery products increased $20,034,000, or 6%, for the year. Excluding Hill &
Valley and Labriola sales, bakery sales were down about 1/4 of 1% for the year with sales increases and decreases spread
across our customer base. Handheld sales to food service customers were up 5% to $38,928,000 in 2018 with sales increases
to two customers accounting for all of the increase. Sales of funnel cake increased $1,611,000, or 8% to $21,570,000 due
primarily to increased sales to school food service. Overall food service sales to restaurant chains were strong for the year.
Sales of new products in the first twelve months since their introduction were approximately $20 million for the year. Price
increases accounted for approximately $8.5 million of sales for the year and net volume increases including new product
sales and sales of the acquired businesses accounted for approximately $36 million of sales for the year. Operating income
in our Food Service segment decreased from $81,208,000 in 2017 to $74,056,000 in 2018. Operating income this year was
impacted by approximately $5.3 million of higher distribution expenses primarily due to higher fuel costs and the January
2018 implementation of the electronic logging device mandate. Additionally, lower sales of our MARY B’s biscuits and
related costs due to our recall in early January impacted our operating income by approximately $1.8 million for the year.
Operating income was also impacted by generally higher costs for payroll and insurance, added personnel in the selling
function, product mix changes and significantly lower volume concentrated in specific facilities and higher cost of
ingredients. Operating income in the first quarter was impacted by inefficiencies at our Labriola production facility which
was acquired in the fourth quarter 2017 (compounded by the integration of products previously manufactured at other
facilities) and shutdown costs of our Chambersburg facility. Operating income was also impacted by idle overhead during an
upgrade of one of our production facilities. Hill & Valley contributed improved operating income of $1.7 million compared
to last year. Last year’s operating income included a $1.8 million gain on an insurance recovery related to product quality
issues in our 2016 fiscal year which was recorded as a reduction of cost of goods sold.
RETAIL SUPERMARKETS
Sales of products to retail supermarkets increased $1,692,000 or 1% to $120,939,000 in fiscal year 2018. Excluding
sales from the extra week in 2017, sales increased approximately 3% from 2017 to 2018. Soft pretzel sales to retail
supermarkets were $36,438,000 compared to $35,081,000 in 2017, an increase of 4%. All of the pretzel sales increase was
from sales of AUNTIE ANNE’S products, under a license agreement entered into midway in our 2017 year. Sales of frozen
juices and ices increased $3,110,000 or 4% to $74,435,000 primarily because of sales of SOUR PATCH KIDS frozen
novelties under a new license agreement. Coupon redemption costs, a reduction of sales, decreased 9% to $4,439,000 for the
year. Handheld sales to retail supermarket customers decreased 17% to $12,419,060 for the year as sales of this product line
in retail supermarkets continues its long-term decline.
Sales of new products in the first twelve months since their introduction were approximately $6 million in fiscal
year 2018. Price increases were negligible in 2018. Operating income in our Retail Supermarkets segment decreased from
$10,627,000 to $8,304,000 for the year. The primary contributions to the lower operating income this year were increases in
trade spending, distribution costs and product costs which offset a major contribution from the sales of SOUR PATCH KIDS
frozen novelties.
FROZEN BEVERAGES
Frozen beverage and related product sales increased 3% to $271,382,000 in fiscal 2018. Excluding sales from the
extra week in 2017, sales increased approximately 5% from 2017 to 2018. Excluding the acquired ICEE distributor and the
extra week in 2017, sales increased approximately 4% for the year. Beverage sales alone increased 5% or $7,470,000 for the
year with increases and decreases throughout our customer base. Gallon sales were up 6% in our base ICEE business, with
sales increases spread throughout our customer base. Service revenue increased 6% to $78,805,000 for the year with sales
increases and decreases spread throughout our customer base. Sales of beverage machines, which tend to fluctuate from year
to year while following no specific trend, decreased from $27,073,000 in 2017 to $23,781,000 in 2018. The estimated number
of Company owned frozen beverage dispensers was 24,000 and 25,000 at September 29, 2018 and September 30, 2017,
16
respectively. Operating income in our Frozen Beverage segment increased from $26,272,000 in 2017 to $28,415,000 in 2018
as a result of higher beverage sales and service revenue.
CONSOLIDATED
Other than as commented upon above by segment, there are no material specific reasons for the reported sales
increases or decreases. Sales levels can be impacted by the appeal of our products to our customers and consumers and their
changing tastes, competitive and pricing pressures, sales execution, marketing programs, seasonal weather, customer stability
and general economic conditions.
Gross profit as a percentage of sales decreased to 29.54% in 2018 from 30.53% in 2017. Although higher sales
benefited our gross margin, the decrease in gross profit margin was caused by a number of factors including higher costs for
payroll and workers compensation insurance, inefficiencies at our Labriola production facility, shutdown costs of our
Chambersburg facility, lower sales of our MARY B’S biscuits and related costs, idle overhead during an upgrade of one of
our production facilities as well as by about $500,000 of costs related to Hurricane Florence’s impact on our North Carolina
plant. Last year’s gross profit margin percentage benefitted from $1.8 million gain on an insurance recovery related to product
quality issues in our 2016 fiscal year which was recorded as a reduction of cost of goods sold.
Total operating expenses increased $12,595,000 to $225,511,000 in fiscal 2018 and as a percentage of sales
increased to 19.81% of sales from 19.64% in 2017. Marketing expenses decreased to 8.38% this year from 8.71% of sales in
2017 primarily because of lower spending to support warehouse club store sales in our foodservice business and lower
marketing expenses of the acquired Hill & Valley and Labriola businesses. Distribution expenses as a percent of sales
increased to 8.11% from 7.55% in 2018. Distribution expenses have increased due to higher fuel costs and the recent
implementation of the electronic logging device mandate. We expect distribution expenses to remain higher through at least
the first quarter of our 2019 fiscal year. Administrative expenses were 3.32% and 3.40% of sales in 2018 and 2017,
respectively.
Operating income decreased $7,332,000 or 6% to $110,775,000 in fiscal year 2018 as a result of the aforementioned
items.
Our investments generated before tax income of $6.3 million this year, up from $5.3 million last year due in increases
in the amount of investments and higher interest rates.
Other income this year includes $520,000 gain on a sale of property and $869,000 reimbursement of business
interruption losses due to the MARY B’s biscuits recall.
Other expenses in 2017 include $1,070,000 of expenses incurred to acquire Hill & Valley, the ICEE distributor and
Labriola Bakery.
Net earnings for the year ended September 29, 2018 benefited from a $20.9 million, or $1.11 per diluted share, gain
on the remeasurement of deferred tax liabilities and a $8.8 million, or $0.47 per diluted share, reduction in income taxes
related primarily to the lower corporate tax rate enacted under the Tax Cuts and Jobs Act in December 2017. Net earnings
for the year were impacted by a $1.2 million, or $.06 per diluted share, provision for the one-time repatriation tax required
under the new federal tax law and by a $1.4 million, or $.07 per diluted share, expense on the remeasurement of deferred tax
liabilities due to changes in New Jersey tax regulations effective July 2018. Excluding the deferred tax gain, the deferred tax
expense and the one-time repatriation tax, our effective tax rate decreased to 27.8% from 35.2% in the prior year reflecting
the reduction in the federal statutory rate to 21% from 35% on January 1, 2018. Last year’s effective tax rate benefited from
an unusually high tax benefit on share based compensation of $3,061,000 which compares to this year’s tax benefit of
$1,935,000. We are presently estimating an effective tax rate of 26-27% for our fiscal year 2019.
Net earnings increased $24,422,000 or 31%, in the 52 weeks fiscal 2018 to $103,596,000, or $5.51 per diluted share,
from $79,174,000, or $4.21 per diluted share, in the 53 weeks fiscal 2017 as a result of the aforementioned items.
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.
17
RESULTS OF OPERATIONS:
Fiscal 2017 (53 weeks) Compared to Fiscal Year 2016 (52 weeks)
Net sales increased $91,443,000, or 9%, to $1,084,224,000 in fiscal 2017 from $992,781,000 in fiscal 2016.
Excluding sales from the extra week in 2017, sales increased approximately 7% from 2016 to 2017.
Excluding sales from Hill & Valley, Inc., acquired in January 2017, an ICEE distributor located in the Southeast
acquired in June 2017 and Labriola Bakery which was acquired in August 2017 and the extra week in 2017, sales increased
approximately 3% for the year.
We have three reportable segments, as disclosed in the accompanying notes to the consolidated financial statements:
Food Service, Retail Supermarkets and Frozen Beverages.
The Chief Operating Decision Maker for Food Service and Retail Supermarkets and the Chief Operating Decision
Maker for Frozen Beverages monthly review detailed operating income statements and sales reports in order to assess
performance and allocate resources to each individual segment. Sales 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.
FOOD SERVICE
Sales to food service customers increased $80,265,000 or 13%, to $701,794,000 in fiscal 2017. Excluding sales from
the extra week in 2017, sales increased approximately 10% from 2016 to 2017. Excluding Hill & Valley and Labriola sales
and the extra week in 2017, sales increased approximately 5% for the year. Soft pretzel sales to the food service market
increased 6% to $180,138,000 for the year with strong sales to restaurant chains and with sales increases and decreases
throughout our customer base. Our new line of BRAUHAUS pretzels contributed to the increased sales. Excluding Labriola
sales, soft pretzel sales increased 5%. Frozen juice bar and ices sales decreased $2,329,000, or 4%, to $49,469,000 for the
year due primarily to lower sales to warehouse club stores. Churro sales to food service customers were up 10% to
$62,809,000 for the year with increased sales to restaurant chains and warehouse club stores. Sales of bakery products
increased $56,839,000, or 19%, for the year. Excluding Hill & Valley sales, bakery sales increased 7% for the year. Although
sales increases and decreases were spread across our customer base, increased sales to two customers accounted for the entire
sales increase, exclusive of Hill & Valley. Handheld sales to food service customers were up 35% to $36,913,000 in 2017
with sales increases to four customers accounting for about 75% of the increase. Sales of funnel cake increased $780,000, or
4% to $19,959,000 due primarily to increased sales to school food service and despite a sharp decline in sales to one restaurant
chain. Overall food service sales to restaurant chains and school food service were strong for the year. Sales of new products
in the first twelve months since their introduction were approximately $43 million for the year. Volume increases, including
new product sales and sales from acquired companies, accounted for virtually all of the food service sales increases. Price
increases had a marginal impact on sales for the year. Operating income in our Food Service segment increased from
$76,539,000 in 2016 to $81,208,000 in 2017 with primarily all of the increase coming in our fourth quarter because of strong
sales of all product categories compared to last year’s fourth quarter and about $551,000 of operating income from Hill &
Valley. Additionally, last year’s fourth quarter was impacted by roughly $1.5 million of costs related to certain bakery
products that were withdrawn from the market due to quality issues. Operating income for the 2017 year benefitted from a
$1.8 million gain on insurance recovery recorded in our third quarter related to last year’s product quality issues.
RETAIL SUPERMARKETS
Sales of products to retail supermarkets increased $1,658,000 or 1% to $119,247,000 in fiscal year 2017. Excluding
sales from the extra week in 2017, sales decreased approximately 1/2 of 1 % from 2016 to 2017. Soft pretzel sales to retail
supermarkets were $35,081,000 compared to $33,279,000 in 2016, an increase of 5%. About 3/4 of the pretzel sales increase
was from sales of AUNTIE ANNE’S products, under a license agreement entered into this year. Sales of frozen juices and
ices increased $2,401,000 or 3% to $71,325,000 primarily because of a reduction in trade spending which was higher than
usual last year to introduce WHOLE FRUIT Organic juice tubes and new PHILLY SWIRL products and increased sales of
the WHOLE FRUIT product line in general. Coupon redemption costs, a reduction of sales, increased 11% to $4,898,000
for the year. Handheld sales to retail supermarket customers decreased 3% to $14,892,000 for the year as sales of this product
line in retail supermarkets continues its long-term decline. Sales of OREO churros, introduced last year, were approximately
$2.5 million for the year compared to $4.0 million last year, with all of the decline in the fourth quarter.
18
Sales of new products in the first twelve months since their introduction were approximately $2.8 million in fiscal
year 2017. Price increases were negligible in 2017. Operating income in our Retail Supermarkets segment increased from
$9,618,000 to $10,627,000 for the year primarily because of approximately $2.5 million of higher trade spending in 2016 for
the introduction of WHOLE FRUIT Organic juice tubes, OREO churros, PILLSBURY mini dessert pies and several PHILLY
SWIRL products.
FROZEN BEVERAGES
Frozen beverage and related product sales increased 4% to $263,183,000 in fiscal 2017. Excluding sales from the
extra week in 2017, sales increased approximately 2% from 2016 to 2017. Excluding the acquired ICEE distributor and the
extra week in 2017, sales increased approximately 1% for the year. Beverage sales alone increased 7% or $10,125,000 for
the year with increases and decreases throughout our customer base. Gallon sales were up 6% in our base ICEE business,
with sales increases spread throughout our customer base. Service revenue increased 5% to $74,594,000 for the year with
sales increases and decreases spread throughout our customer base. Sales of beverage machines, which tend to fluctuate from
year to year while following no specific trend, decreased from $31,155,000 in 2016 to $27,073,000 in 2017. The estimated
number of Company owned frozen beverage dispensers was 25,000 and 23,000 at September 30, 2017 and September 24,
2016, respectively. Operating income in our Frozen Beverage segment decreased from $26,653,000 in 2016 to $26,272,000
in 2017 due primarily to lower machine sales and higher payroll and payroll related costs.
CONSOLIDATED
Other than as commented upon above by segment, there are no material specific reasons for the reported sales
increases or decreases. Sales levels can be impacted by the appeal of our products to our customers and consumers and their
changing tastes, competitive and pricing pressures, sales execution, marketing programs, seasonal weather, customer stability
and general economic conditions.
Gross profit as a percentage of sales decreased to 30.53% in 2017 from 30.67% in 2016. Without the lower gross
profit percentage of the Hill & Valley business, gross profit percentage would have been 30.82% in 2017. Gross profit
percentage compared to the previous year benefitted from higher volumes throughout our business and lower trade spending
in our retail supermarket business but was negatively impacted by higher payroll and payroll related costs throughout our
business. Additionally this year’s gross margin percentage benefitted from the $1.8 million gain on insurance recovery in
contrast to the additional $1.5 million of related costs in last year in our food service segment.
Total operating expenses increased $21,259,000 to $212,916,000 in fiscal 2017 and as a percentage of sales
increased to 19.64% of sales from 19.31% in 2016. Marketing expenses were 8.71% and 8.66 of sales in 2017 and 2016,
respectively. Distribution expenses as a percent of sales increased to 7.55% from 7.36% in 2017 due in part to higher shipping
costs. Administrative expenses were 3.40% and 3.25% of sales in 2017 and 2016, respectively as we incur costs to upgrade
our information systems.
Operating income increased $5,297,000 or 5% to $118,107,000 in fiscal year 2017 as a result of the aforementioned
items.
Our investments generated before tax income of $5.3 million this year, up from $4.1 million last year. Last year’s
income was reduced by realized losses of $661,000 on sales of investments.
Other expenses this year include $1,070,000 of expenses incurred to acquire Hill & Valley, the ICEE distributor and
Labriola Bakery.
The effective income tax rate increased to 35.2% from 35.0% last year. We expect the effective income tax rate for
2018 to be approximately 36%.
Net earnings increased $3,199,000 or 4%, in the 53 weeks fiscal 2017 to $79,174,000, or $4.21 per diluted share,
from $75,975,000, or $4.05 per diluted share, in the 52 weeks fiscal 2016 as a result of the aforementioned items.
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.
19
RESULTS OF OPERATIONS
ACQUISITIONS
In October 2013, we acquired the assets of New York Pretzel, a manufacturer and distributor of soft pretzels selling
primarily in the northeast to foodservice and retail locations. This business had sales of about $4.3 million in our 2014 fiscal
year included in the food service segment.
In May 2014, we acquired the stock of Philly’s Famous Water Ice, Inc. (PHILLY SWIRL). PHILLY SWIRL, located
in Tampa, FL, produces frozen novelty products sold primarily to retail supermarket locations throughout the United States
and to Canada with annual sales approximating $25 million. Sales of PHILLY SWIRL from the acquisition date to September
26, 2015 were $12.6 million and are included in the retail supermarket segment.
On December 30, 2016, we acquired Hill & Valley Inc., a premium bakery located in Rock Island, Illinois, for
approximately $31 million. Hill & Valley, with sales of over $45 million annually, is a manufacturer of a variety of pre-
baked cakes, cookies, pies, muffins and other desserts selling to retail in-store bakeries. Hill & Valley is a leading brand of
Sugar Free and No Sugar Added pre-baked in-store bakery items. Additionally, Hill & Valley sustains strategic private
labeling partnerships with retailers nationwide. Sales and operating income of Hill & Valley included in our 2017 fiscal year
operating results were $35,770,000 and $653,000, respectively.
On May 22, 2017, we acquired an ICEE distributor doing business in Georgia and Tennessee for approximately $11
million. Sales and operating income of the acquired business included in our 2017 fiscal year operating results were
$1,689,000 and $395,000, respectively.
On August 16, 2017, we acquired Labriola Baking Company, a premium bakery of breads and artisan soft pretzels
located in Alsip, Illinois for approximately $6 million. Labriola Bakery, with sales of approximately $17 million annually, is
a manufacturer of pre-baked breads, rolls and soft pretzels for retail in-store bakery and foodservice outlets nationwide. Sales
of Labriola included in our 2017 fiscal year operating results were $2,061,000 with marginal operating income.
These acquisitions were accounted for under the purchase method of accounting, and their operations are included
in the accompanying consolidated financial statements from their respective acquisition dates.
LIQUIDITY AND CAPITAL RESOURCES
Although there are many factors that could impact our operating cash flow, most notably net earnings, we believe
that our future operating cash flow, along with our borrowing capacity, our current cash and cash equivalent balances and
our investment securities is sufficient to fund future growth and expansion. See Note C to our financial statements for a
discussion of our investment securities.
Fluctuations in the value of the Mexican and Canadian currencies and the resulting translation of the net assets of
our Mexican and Canadian subsidiaries caused an increase of $2,738,000 in accumulated other comprehensive loss in 2018,
a decrease of $3,745,000 in accumulated other comprehensive loss in 2017 and an increase of $3,065,000 in accumulated
other comprehensive loss in 2016. In 2018, sales of the two subsidiaries were $32,459,000 as compared to $31,001,000 in
2017 and $27,075,000 in 2016.
In our fiscal year ended September 29, 2018, we purchased and retired 20,604 shares of our common stock at a cost
of $2,794,027. All of the purchases were made in our third quarter.
In our fiscal year ended September 30, 2017, we purchased and retired 142,665 shares of our common stock at a
cost of $18,228,763.
In our fiscal year ended September 24, 2016, we purchased and retired 141,700 shares of our common stock at a
cost of $15,265,019.
20
In November 2016, we entered into an amendment and modification to an amended and restated loan agreement
with our existing banks which provides for up to a $50,000,000 revolving credit facility repayable in November 2021. The
agreement contains restrictive covenants and requires commitment fees in accordance with standard banking practice. There
were no outstanding balances under the facility at September 29, 2018 or at September 30, 2017. The significant financial
covenants are:
● Tangible net worth must initially be more than $465 million.
● Total funded indebtedness divided by earnings before interest expense, income taxes, depreciation and amortization
shall not be greater than 2.25 to 1.
We were in compliance with the financial covenants described above at September 29, 2018.
We self-insure, up to loss limits, certain insurable risks such as worker's compensation and automobile liability
claims. Accruals for claims under our self-insurance program are recorded on a claims-incurred basis. Under this program,
the estimated liability for claims incurred but unpaid in fiscal years 2018 and 2017 was $4,100,000 and $2,900,000,
respectively. In connection with certain self-insurance agreements, we customarily enter into letters of credit arrangements
with our insurers. At September 29, 2018 and September 30, 2017, we had outstanding letters of credit totaling $9,275,000
and $8,575,000, respectively.
The following table presents our contractual cash flow commitments on capital lease obligations, operating leases
and purchase commitments for raw materials and packaging. See Notes to the consolidated financial statements for additional
information on our capital lease obligations and operating leases.
Payments Due by Period
(in thousands)
Less
Than
1 Year
Total
1-3
4-5
Years
Years
After
5 Years
Long-term debt,including current maturities
Capital lease obligations
Purchase commitments
Operating leases
Total
$
$
- $
1,077
77,000
74,553
152,630 $
- $
324
75,500
14,932
90,756 $
- $
583
1,500
22,511
24,594 $
- $
134
-
14,291
14,425 $
-
36
-
22,819
22,855
The purchase commitments do not exceed our projected requirements over the related terms and are in the normal
course of business.
Fiscal 2018 Compared to Fiscal 2017
Cash and cash equivalents and marketable securities held to maturity and available for sale increased $34,792,000
or 14%, to $276,035,000 from a year ago for reasons described below.
Accounts receivables, net increased $7,789,000, or 6%, to $132,342,000 in 2018 because of higher weekly sales in
this year’s September month and timing of collections. Inventories increased $9,616,000 or 9% to $112,884,000 in 2018 due
to higher sales this year and inventory build for specific first quarter 2019 sales.
Prepaid expenses and other was $5,044,000 compared to $3,936,000 last year.
Net property, plant and equipment increased $15,092,000 to $242,673,000 because purchases of property, plant and
equipment for the improvement and expansion of our manufacturing capabilities and frozen carbonated beverage business
exceeded depreciation on existing assets. Although purchases of property, plant and equipment decreased to $60,022,000 in
2018 from $72,180,000 in 2017, we have completed and have ongoing several large projects across our manufacturing base
to modernize our facilities to have state-of-the-art systems to produce high quality products, increase capacity and move some
production closer to our customers. We are continually looking for opportunities to invest in projects at our manufacturing
facilities that have a financial payback on capital invested with the goal of improving efficiency and reducing operating costs.
21
Goodwill was $102,511,000 at both year ends.
Other intangible assets, less accumulated amortization decreased $3,510,000 to $57,762,000 solely due to
amortization during the year.
Marketable securities available for sale and held to maturity increased by $14,275,000 to $164,556,000 as we
increased our holdings of corporate bonds.
Accounts Payables decreased 4% to $69,592,000 from $72,729,000 in 2017.
Accrued insurance liability increased 6% to $11,217,000 as our estimates for incurred but not yet paid claims under
our group insurance and insurance liability programs increased from a year ago.
Accrued compensation expense increased 2% to $20,297,000 due to an increase in our employee base and a general
increase in the level of pay rates net of a reduced accrual because of the change in timing due to this year having 52 weeks
compared to 53 weeks last year.
Dividends payable increased to $8,438,000 as our quarterly dividend payment increased to $.45/share from
$.42/share.
Deferred income tax liabilities decreased $10,383,000 to $52,322,000 from $62,705,000 because of the
remeasurement of deferred tax liabilities due to the lower corporate tax rate enacted under the Tax Cut and Jobs Act in
December 2017, net of higher corporate taxes enacted by New Jersey effective July 1,2008 and net of further increased
liabilities related to depreciation of property and equipment.
Common stock increased $9,958,000 to $27,340,000 in 2018 because repurchases of our common stock of
$2,794,000 were less than increases totaling $12,752,000 from the exercise of incentive and nonqualified stock options, stock
issued under our stock purchase plan for employees, stock issued under our deferred stock plan and share-based compensation
expense.
Net cash provided by operating activities decreased $1,982,000 to $123,367,000 in 2018 primarily because an
increase in net earnings of $24,422,000, an increase of accounts receivable, net of $7,917,000 in 2018 compared to an increase
of $20,370,000 in 2017 and higher depreciation of fixed assets of $4,728,000 in 2018 did not offset a decrease in deferred
tax liabilities of $10,392,000 compared to an increase of $7,847,000 in 2017, a decrease of accounts payable and accrued
liabilities of $918,000 compared to an increase of $9,521,000 in 2017, an increase of $1,120,000 in prepaid expenses and
other compared to a decrease of prepaid expenses and other in 2017 of $10,265,000, and an increase in inventories of
$9,639,000 compared to an increase of $7,410,000 in 2017.
Net cash used in investing activities decreased $62,180,000 to $73,139,000 in 2018 from $135,319,000 in 2017
because of payments for purchases of companies, net of cash acquired of $0 in 2018 compared to $47,698,000 in 2017 and
decreased purchases of property, plant and equipment of $12,158,000 from 2017 to 2018.
Net cash used in financing activities of $42,213,000 in 2017 decreased to $27,336,000 in 2018 primarily because of
lower repurchases of common stock of $15,435,000 in 2018 compared to 2017.
In 2018, the major variables in determining our net increase in cash and cash equivalents and marketable securities
were our net earnings, depreciation and amortization of fixed assets, changes in accounts receivable, accounts payable and
accrued liabilities and changes in deferred tax liabilities, purchases of property, plant and equipment, payments of cash
dividend and the repurchase of common stock. Other variables which in the past have had a significant impact on our change
in cash and cash equivalents and marketable securities are proceeds from borrowings, payments of long-term debt and
purchases of companies. As discussed in results of operations, our net earnings may be influenced by many factors.
Depreciation and amortization of fixed assets is primarily determined by past purchases of property, plant and equipment
although it could be impacted by a significant acquisition. Purchases of property, plant and equipment are primarily
determined by our ongoing normal manufacturing and marketing requirements but could be increased significantly for
manufacturing expansion requirements or large frozen beverage customer needs. From time to time, we have repurchased
common stock and we anticipate that we will do so again in the future. We are actively seeking acquisitions that could be a
significant use of cash. Although we have no long-term debt at September 29, 2018, we may borrow in the future depending
on our needs.
22
Fiscal 2017 Compared to Fiscal 2016
Cash and cash equivalents and marketable securities held to maturity and available for sale decreased $33,145,000
or 12%, to $241,243,000 from a year ago for reasons described below.
Accounts receivables, net increased $26,228,000, or 27%, to $124,553,000 in 2017 because of significantly higher
sales in this year’s September month and timing of collections. Inventories increased $14,584,000 or 16% to $103,268,000
in 2017 due to higher sales this year and inventory build for specific first quarter 2018 sales.
Prepaid expenses and other decreased to $3,936,000 from $13,904,000 last year primarily because last year included
$10,574,000 of prepaid income taxes as a result of adopting bonus tax depreciation.
Net property, plant and equipment increased $43,368,000 to $227,581,000 because purchases of property, plant and
equipment for the improvement and expansion of our manufacturing capabilities and frozen carbonated beverage business
exceeded depreciation on existing assets and we acquired $10,273,000 of property plant and equipment in acquisitions.
Purchases of property, plant and equipment increased to $72,180,000 in 2017 from $48,709,000 in 2016 due to several large
projects across our manufacturing base to modernize our facilities to have state-of-the-art systems to produce high quality
products, increase capacity and respond to customer requests. We are continually looking for opportunities to invest in
projects at our manufacturing facilities that have a financial payback on capital invested with the goal of improving efficiency
and reducing operating costs.
Goodwill increased to $102,511,000 because of $16,069,000 acquired in acquisitions.
Other intangible assets, less accumulated amortization increased $19,453,000 to $61,272,000 as $23,293,000 was
acquired in acquisitions during the year and $3,840,000 was amortized.
Marketable securities available for sale and held to maturity increased by $16,545,000 to $150,281,000 as we
continue to increase our income generating investments.
Accounts Payables increased 17% to $72,729,000 from $62,026,000 in 2016. About 40% of the increase was at our
acquired Hill & Valley business and the balance was due to general increase in business.
Accrued insurance liability increased 4% to $10,558,000 as our estimates for incurred but not yet paid claims under
our group insurance and insurance liability programs increased from a year ago.
Accrued compensation expense increased 21% to $19,826,000 due to an increase in our employee base, a general
increase in the level of pay rates and additional accrual because of the change in timing due to this year having 53 weeks.
Dividends payable increased to $7,838,000 as our quarterly dividend payment increased to $.42/share from
$.39/share.
Deferred income tax liabilities increased $14,519,000 to $62,705,000 from $48,186,000 because of increased
liabilities related to depreciation of property and equipment, amortization of goodwill and other intangible assets and the
addition of $6,632,000 of deferred tax liabilities as a result of purchase accounting for the Hill & Valley acquisition.
Common stock decreased $7,950,000 to $17,382,000 in 2017 because repurchases of our common stock of
$18,229,000 exceeded increases totaling $10,279,000 from the exercise of incentive and nonqualified stock options, stock
issued under our stock purchase plan for employees, stock issued under our deferred stock plan and share-based compensation
expense.
Net cash provided by operating activities increased $4,124,000 to $125,349,000 in 2017 primarily because of an
increase in net earnings of $3,199,000, an increase of accounts payable and accrued liabilities of $9,521,000 compared to
$3,888,000 in 2016, a decrease of $10,265,000 in prepaid expenses and other compared to an increase of prepaid expenses
and other in 2016 of $7,386,000, as well as by higher depreciation of fixed assets of $3,675,000 in 2017 , all of which were
partially offset by an increase of accounts receivable of $20,370,000 in 2017 compared to a decrease of $3,571,000 in 2016
and an increase in inventories of $7,410,000 compared to an increase of $6,295,000 in 2016.
23
Net cash used in investing activities increased $60,717,000 to $135,319,000 in 2017 from $74,602,000 in 2016
because of payments for purchases of companies, net of cash acquired of $47,698,000 in 2017 compared to none in 2016 and
increased purchases of property, plant and equipment of $23,471,000 from 2016 to 2017.
Net cash used in financing activities of $37,573,000 in 2016 increased to $42,213,000 in 2017 primarily because of
increased dividend payments of $2,336,000 and increased repurchases of common stock of $2,964,000.
In 2017, the major variables in determining our net increase in cash and cash equivalents and marketable securities
were our net earnings, depreciation and amortization of fixed assets, changes in accounts receivable and accounts payable,
purchases of companies, purchases of property, plant and equipment, payments of cash dividend and the repurchase of
common stock. Other variables which in the past have had a significant impact on our change in cash and cash equivalents
and marketable securities are proceeds from borrowings and payments of long-term debt. As discussed in results of
operations, our net earnings may be influenced by many factors. Depreciation and amortization of fixed assets is primarily
determined by past purchases of property, plant and equipment although it could be impacted by a significant acquisition.
Purchases of property, plant and equipment are primarily determined by our ongoing normal manufacturing and marketing
requirements but could be increased significantly for manufacturing expansion requirements or large frozen beverage
customer needs. From time to time, we have repurchased common stock and we anticipate that we will do so again in the
future. We are actively seeking acquisitions that could be a significant use of cash. Although we have no long-term debt at
September 30, 2017, we may borrow in the future depending on our needs.
Off –Balance Sheet Arrangements
The Company has off-balance sheet arrangements for operating leases and purchase commitments as of September
29, 2018.
Item 7A.
Quantitative And Qualitative Disclosures About Market Risk
The following is the Company’s quantitative and qualitative analysis of its financial market risk:
Interest Rate Sensitivity
The Company has in the past entered into interest rate swaps to limit its exposure to interest rate risk and may do so
in the future if the Board of Directors feels that such non-trading purpose is in the best interest of the Company and its
shareholders. As of September 29, 2018, the Company had no interest rate swap contracts.
Interest Rate Risk
At September 29, 2018, the Company had no long-term debt obligations.
Purchasing Risk
The Company’s most significant raw material requirements include flour, shortening, corn syrup, sugar, juice,
cheese, chocolate, and a variety of nuts. The Company attempts to minimize the effect of future price fluctuations related to
the purchase of raw materials primarily through forward purchasing to cover future manufacturing requirements, generally
for periods from 1 to 12 months. Future contracts are not used in combination with forward purchasing of these raw materials.
The Company’s procurement practices are intended to reduce the risk of future price increases, but also may potentially limit
the ability to benefit from possible price decreases.
Foreign Exchange Rate Risk
The Company has not entered into any forward exchange contracts to hedge its foreign currency rate risk as of
September 29, 2018, because it does not believe its foreign exchange exposure is significant.
Item 8.
Financial Statements And Supplementary Data
The financial statements of the Company are filed under this Item 8, beginning on page F-1 of this report.
24
Item 9.
Changes In And Disagreements With Accountants On Accounting And Financial Disclosure
None.
Item 9A.
Controls And Procedures
Disclosure Controls and Procedures
We carried out an evaluation under the supervision and with the participation of our management, including our
chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls
and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the
"Exchange Act"), as amended for financial reporting, as of September 29, 2018. Based on that evaluation, our chief executive
officer and chief financial officer concluded that these controls and procedures are effective at a reasonable assurance level.
Our disclosure controls and procedures are designed to provide reasonable assurance that information required to
be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and
reported, within the time periods specified in the rules and forms of the SEC. These disclosure controls and procedures
include, among other things, controls and procedures designed to provide reasonable assurance that information required to
be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management,
including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required
disclosure.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting.
Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process
designed by, or under the supervision of, the chief executive officer and chief financial officer and effected by the board of
directors and management to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted accounting principles and includes those
policies and procedures that:
● Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and
dispositions of our assets;
● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of
the company are being made only in accordance with authorizations of our management and board of directors;
● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting as of September 29,
2018. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO) in the 2013 Internal Control-Integrated Framework.
Based on our assessment, our management believes that, as of September 29, 2018, our internal control over
financial reporting is effective. There have been no changes that occurred during our fourth quarter that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Our independent registered public accounting firm, Grant Thornton LLP, audited our internal control over financial
reporting as of September 29, 2018. Their report, dated November 27, 2018, expressed an unqualified opinion on our internal
control over financial reporting. That report appears in Item 15 of Part IV of this Annual Report on Form 10-K and is
incorporated by reference to this Item 9A.
Item 9B.
Other Information
There was no information required on Form 8-K during the quarter that was not reported.
25
Item 10.
Directors, Executive Officers and Corporate Governance
PART III
The following is a list of the executive officers of the Company and their principal past occupations or employment.
All such persons serve at the pleasure of the Board of Directors and have been elected to serve until the Annual Meeting of
Shareholders on February 5, 2019 or until their successors are duly elected.
Name
Age
Position
Gerald B. Shreiber
Dennis G. Moore
Robert M. Radano
Dan Fachner
Gerard G. Law
Robert J. Pape
76
62
69
58
44
61
Chairman of the Board, President, Chief Executive Officer and Director
Senior Vice President, Chief Financial Officer, Treasurer and Director
Senior Vice President, Sales and Chief Operating Officer
President of The ICEE Company Subsidiary
Senior Vice President and Assistant to the President
Senior Vice President Sales
Gerald B. Shreiber is the founder of the Company and has served as its Chairman of the Board, President, and Chief
Executive Officer since its inception in 1971. His term as a director expires in 2020.
Dennis G. Moore joined the Company in 1984. He served in various controllership functions prior to becoming the
Chief Financial Officer in June 1992. His term as a director expires in 2022.
Robert M. Radano joined the Company in 1972 and in May 1996 was named Chief Operating Officer of the
Company. Prior to becoming Chief Operating Officer, he was Senior Vice President, Sales responsible for national food
service sales of J & J.
Dan Fachner has been an employee of ICEE-USA Corp., which was acquired by the Company in May 1987, since
1979. He was named Senior Vice President of The ICEE Company in April 1994 and became President in May 1997.
Gerard G. Law joined the Company in 1992. He served in various manufacturing and sales management capacities
prior to becoming Senior Vice President, Western Operations in 2009. He was named to his present position in 2011 in
which he has responsibility for marketing, research and development and overseeing a number of the manufacturing facilities
of J & J.
Robert J. Pape joined the Company in 1998. He served in various sales and sales management capacities prior to
becoming Senior Vice President Sales in 2010.
Portions of the information concerning directors and executive officers, appearing under the captions “Information
Concerning Nominees For Election To Board” and “Information Concerning Continuing Directors And Executive Officers”
and information concerning Section 16(a) Compliance appearing under the caption “Compliance with Section 16(a) of the
Securities Exchange Act of 1934” in the Company’s Proxy Statement filed with the SEC in connection with the Annual
Meeting of Shareholders to be held on February 5, 2019 (“2018 Proxy Statement”) is incorporated herein by reference.
Portions of the information concerning the Audit Committee, the requirement for an Audit Committee Financial
Expert and the Nominating Committee in the Company’s 2018 Proxy Statement filed with the SEC in connection with the
Annual Meeting of Shareholders to be held on February 5, 2019 is incorporated herein by reference.
The Company has adopted a Code of Ethics pursuant to Section 406 of the Sarbanes-Oxley Act of 2002, which
applies to the Company’s principal executive officer and senior financial officers. The Company has also adopted a Code of
Business Conduct and Ethics which applies to all employees. The Company will furnish any person, without charge, a copy
of the Code of Ethics upon written request to J & J Snack Foods Corp., 6000 Central Highway, Pennsauken, New Jersey
08109, Attn: Marjorie S. Roshkoff, Esq. A copy of the Code of Ethics can also be found on our website at www.jjsnack.com.
Any waiver of any provision of the Code of Ethics granted to the principal executive officer or senior financial officer may
only be granted by a majority of the Company’s disinterested directors. If a waiver is granted, information concerning the
waiver will be posted on our website www.jjsnack.com for a period of 12 months.
26
Item 11.
Executive Compensation
Information concerning executive compensation appearing in the Company’s 2018 Proxy Statement under the
caption “Management Remuneration” is incorporated herein by reference.
Item 12.
Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters
Information concerning the security ownership of certain beneficial owners and management appearing in the
Company’s 2018 Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners and Management”
is incorporated herein by reference.
The following table details information regarding the Company’s existing equity compensation plans as of
September 29, 2018.
( a )
( b )
( c )
Number of
securities to
be issued upon
exercise of
outstanding
options,
Weighted-
average
exercise
price of
outstandng
options,
warrants and warrants and
Number of
Securities
Remaining
available for
future
issuance under
equity
compensation
plans
(excluding
securities
reflected in
column (a) )
Plan Category
rights
rights
Equity compensation plans approved by security holders
772,000 $
114.41
1,099,000
Equity compensation plans not approved by security holders
-
-
-
Total
772,000 $
114.41
1,099,000
Column A includes 586,000 from stock option plans that have been replaced subsequent to September 30, 2017.
Those plans have been replaced by a plan, approved by shareholders in February 2018, that has 624,000 shares available for
future issuance as of the date of this Form 10-K.
Item 13.
Certain Relationships And Related Transactions, and Director Independence
Information concerning the Certain Relationships and Related Transactions, and Director Independence in the
Company’s 2018 Proxy Statement is incorporated herein by reference.
Item 14.
Principal Accounting Fees And Services
Information concerning the Principal Accountant Fees and Services in the Company’s 2018 Proxy Statement is
incorporated herein by reference.
27
PART IV
Item 15.
Exhibits, Financial Statement Schedules
(a)
The following documents are filed as part of this Report:
(1) Financial Statements
The financial statements filed as part of this report are listed on the Index to Consolidated Financial Statements
and Financial Statements Schedule on page F-1.
(2) Financial Statement Schedule – Page S-1
Schedule II – Valuation and Qualifying Accounts
All other schedules are omitted either because they are not applicable or because the information required is contained
in the financial statements or notes thereto.
(b)
Exhibits
3.1
Amended and Restated Certificate of Incorporation filed February 28, 1990 (Incorporated by reference from the
Company’s Form 10-Q dated May 4, 1990).
3.2
Revised Bylaws adopted November 19, 2013 (Incorporated by reference from the Company’s Form 10-K dated
November 26, 2013).
4.3
Amended and Restated Loan Agreement dated December 1, 2006 by and among J & J Snack Foods Corp. and
Certain of its Subsidiaries and Citizens Bank of Pennsylvania, as Agent (Incorporated by reference from the
Company’s Form 10-K dated December 6, 2006).
4.4
First Amendment and Modification to Amendment and Restated Loan Agreement (Incorporated by reference from
the Company’s Form 10-K dated December 7, 2011).
4.5
Fourth Amendment and Modification to Amendment and Restated Loan Agreement (Incorporated by reference from
the Company’s Form 10-K dated November 21, 2016).
10.2*
J & J Snack Foods Corp. Stock Option Plan (Incorporated by reference from the Company’s Definitive Proxy
Statement dated December 22, 2017).
10.8*
J & J Snack Foods Corp. Employee Stock Purchase Plan (Incorporated by reference from the Company’s Form S-8
dated May 16, 1996).
14.1
Code of Ethics Pursuant to Section 406 of the Sarbanes-Oxley Act of 2002 (Incorporated by reference from the
Company’s 10-Q dated July 20, 2004).
21.1**
Subsidiaries of J & J Snack Foods Corp.
28
23.1**
Consent of Independent Registered Public Accounting Firm.
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 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act
of 2002.
32.2**
Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act
of 2002.
101**
The following financial information from J&J Snack Foods Corp.'s Form 10-K for the year ended September 29,
2018, formatted in XBRL (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,
(v) Consolidated Statement of Changes in Stockholders' Equity and
(vi) The Notes to the Consolidated Financial Statements
_____________
*Compensatory Plan
**Filed Herewith
29
Pursuant to the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, the Registrant has
duly caused report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
November 27, 2018
J & J SNACK FOODS CORP.
By:
/s/ Gerald B. Shreiber
Gerald B. Shreiber,
Chairman of the Board,
President, Chief Executive Officer and Director
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the dates indicated.
November 27, 2018
November 27, 2018
November 27, 2018
November 27, 2018
November 27, 2018
/s/ Gerald B. Shreiber
Gerald B. Shreiber,
Chairman of the Board,
President, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Dennis G. Moore
Dennis G. Moore,
Senior Vice President, Chief Financial Officer and Director
(Principal Financial Officer)
(Principal Accounting Officer)
/s/ Sidney R. Brown
Sidney R. Brown, Director
/s/ Peter G. Stanley
Peter G. Stanley, Director
/s/ Vincent A. Melchiorre
Vincent A. Melchiorre, Director
30
J & J SNACK FOODS CORP.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULE
Financial Statements:
Report of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting
Consolidated Balance Sheets as of September 29, 2018 and September 30, 2017
Consolidated Statements of Earnings for the fiscal years ended September 29, 2018, September 30, 2017 and
September 24, 2016
Consolidated Statements of Comprehensive Income for the fiscal years ended September 29, 2018, September 30,
2017 and September 24, 2016
Consolidated Statement of Changes in Stockholders’ Equity for the fiscal years ended September 29, 2018,
September 30, 2017 and September 24, 2016
Consolidated Statements of Cash Flows for the fiscal years ended September 29, 2018, September 30, 2017 and
September 24, 2016
Notes to Consolidated Financial Statements
Financial Statement Schedule:
Schedule II – Valuation and Qualifying Accounts
F-2
F-3
F-4
F-5
F-6
F-7
F-8
F-9
S-1
F-1
Board of Directors and Shareholders
J&J Snack Foods Corp. and Subsidiaries
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of J&J Snack Foods Corp. (a New Jersey corporation) and
subsidiaries (the “Company”) as of September 29, 2018 and September 30, 2017, the related consolidated statements of
earnings, comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the period
ended September 29, 2018 (52 weeks, 53 weeks and 52 weeks, respectively), and the related notes and financial statement
schedule included under Item 15(a)(2) (collectively referred to as the “financial statements”). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Company as of September 29, 2018 and
September 30, 2017, and the results of its operations and its cash flows for each of the three years in the period ended
September 29, 2018 (52 weeks, 53 weeks and 52 weeks, respectively), in conformity with accounting principles generally
accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(“PCAOB”), the Company’s internal control over financial reporting as of September 29, 2018, based on criteria established
in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”), and our report dated November 28th, 2018 expressed an unqualified opinion.
Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion
on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and
are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether
due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the
overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/GRANT THORNTON LLP
We have served as the Company’s auditor since 1984.
Philadelphia, Pennsylvania
November 28, 2018
F-2
Board of Directors and Shareholders
J&J Snack Foods Corp. and Subsidiaries
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of J&J Snack Foods Corp. (a New Jersey corporation) and
subsidiaries (the “Company”) as of September 29, 2018, based on criteria established in the 2013 Internal Control—
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In
our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of
September 29, 2018, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(“PCAOB”), the consolidated financial statements of the Company as of and for the year ended September 29, 2018, and our
report dated November 28th, 2018 expressed an unqualified opinion on those financial statements.
Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s
Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal
control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in
all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the
risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that
our audit provides a reasonable basis for our opinion.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/GRANT THORNTON LLP
Philadelphia, Pennsylvania
November 28, 2018
F-3
J & J SNACK FOODS CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
September 29, September 30,
2018
2017
$
$
$
$
111,479 $
21,048
132,342
112,884
5,044
382,797
697,517
454,844
242,673
102,511
57,762
118,765
24,743
2,762
306,543
932,013 $
324 $
69,592
11,217
8,031
20,297
8,438
117,899
753
52,322
1,948
90,962
59,113
124,553
103,268
3,936
381,832
653,889
426,308
227,581
102,511
61,272
60,908
30,260
2,864
257,815
867,228
340
72,729
10,558
7,753
19,826
7,838
119,044
904
62,705
2,253
-
-
27,340
(11,994 )
743,745
759,091
932,013 $
17,382
(8,875)
673,815
682,322
867,228
Assets
Current assets
Cash and cash equivalents
Marketable securities held to maturity
Accounts receivable, net
Inventories
Prepaid expenses and other
Total current assets
Property, plant and equipment, at cost
Less accumulated depreciation and amortization
Property, plant and equipment, net
Other assets
Goodwill
Other intangible assets, net
Marketable securities held to maturity
Marketable securities available for sale
Other
Total other assets
Total Assets
Liabilities and Stockholders' Equity
Current Liabilities
Current obligations under capital leases
Accounts payable
Accrued insurance liability
Accrued liabilities
Accrued compensation expense
Dividends payable
Total current liabilities
Long-term obligations under capital leases
Deferred income taxes
Other long-term liabilities
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
18,754,000 and 18,663,000 respectively
Accumulated other comprehensive loss
Retained Earnings
Total stockholders' equity
Total Liabilities and Stockholders' Equity
The accompanying notes are an integral part of these statements.
F-4
J & J SNACK FOODS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands, except per share information)
Fiscal Year Ended
September 29, September 30, September 24,
2017
(53 weeks)
2018
(52 weeks)
2016
(52 weeks)
Net Sales
Cost of goods sold (1)
Gross Profit
Operating expenses
Marketing (2)
Distribution (3)
Administrative (4)
Other expense (income)
Total operating expenses
Operating Income
Other income (expenses)
Investment income
Interest expense & other
$
1,138,265 $
801,979
336,286
1,084,224 $
753,201
331,023
992,781
688,314
304,467
95,405
92,281
37,757
68
225,511
110,775
94,394
81,824
36,843
(145)
212,916
118,107
85,963
73,114
32,299
281
191,657
112,810
6,267
1,110
5,289
(1,196)
4,132
(123 )
Earnings before income taxes
118,152
122,200
116,819
Income taxes
NET EARNINGS
Earnings per diluted share
14,556
43,026
40,844
103,596 $
79,174 $
75,975
5.51 $
4.21 $
4.05
$
$
Weighted average number of diluted shares
18,817
18,816
18,769
Earnings per basic share
$
5.54 $
4.23 $
4.07
Weighted average number of basic shares
18,694
18,707
18,649
(1) Includes share-based compensation expense of $862 for the year ended September 29, 2018, $720 for the year ended
September 30, 2017 and $609 for the year ended September 24, 2016.
(2) Includes share-based compensation expense of $1,339 for the year ended September 29, 2018, $1,038 for the year ended
September 30, 2017 and $924 for the year ended September 24, 2016.
(3) Includes share-based compensation expense of $76 for the year ended September 29, 2018, $72 for the year ended
September 30, 2017 and $48 for the year ended September 24, 2016.
(4) Includes share-based compensation expense of $1,581 for the year ended September 29, 2018, $1,218 for the year ended
September 30, 2017 and $794 for the year ended September 24, 2016.
The accompanying notes are an integral part of these statements.
F-5
J&J SNACK FOODS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Fiscal Year Ended
September 29, September 30, September 24,
2017
(53 weeks)
2016
(52 weeks)
2018
(52 weeks)
Net Earnings
$
103,596 $
79,174 $
75,975
Foreign currency translation adjustments
Unrealized holding (loss) gain on marketable securities
Amount reclassified from accumulated other comprehensive
income
Total Other Comprehensive (Loss) income, net of tax
(2,738)
(455)
74
(3,119)
3,745
795
-
4,540
(3,065 )
(8 )
555
(2,518 )
Comprehensive Income
$
100,477 $
83,714 $
73,457
The accompanying notes are an integral part of these statements.
F-6
J & J SNACK FOODS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(in thousands)
Accumulated
Other
Common Stock
Comprehensive Retained
Shares
Amount
Loss
Earnings Total
Balance at September 27, 2015
18,676 $
31,653 $
(10,897) $ 579,163 $ 599,919
Issuance of common stock upon exercise of
stock options
Issuance of common stock for employee stock
purchase plan
Foreign currency translation adjustment
Unrealized holding gain on marketable
securities
Issuance of common stock under deferred
stock plan
Dividends declared
Share-based compensation
Repurchase of common stock
Net earnings
120
5,249
-
-
5,249
14
-
-
1,320
-
-
(3,065)
-
547
-
-
-
1,320
(3,065)
547
-
-
-
(142)
-
7
-
2,368
(15,265)
-
-
-
-
-
-
-
(29,081 )
-
-
75,975
7
(29,081)
2,368
(15,265)
75,975
Balance at September 24, 2016
18,668 $
25,332 $
(13,415) $ 626,057 $ 637,974
Issuance of common stock upon exercise of
stock options
Issuance of common stock for employee stock
purchase plan
Foreign currency translation adjustment
Unrealized holding gain on marketable
securities
Issuance of common stock under deferred
stock plan
Dividends declared
Share-based compensation
Repurchase of common stock
Net earnings
124
5,826
-
-
5,826
13
-
-
1,405
-
-
3,745
-
795
-
-
-
1,405
3,745
795
1
-
-
(143)
-
94
-
2,954
(18,229)
-
-
-
-
-
-
-
(31,416 )
-
-
79,174
94
(31,416)
2,954
(18,229)
79,174
Balance at September 30, 2017
18,663 $
17,382 $
(8,875) $ 673,815 $ 682,322
Issuance of common stock upon exercise of
stock options
Issuance of common stock for employee stock
purchase plan
Foreign currency translation adjustment
Unrealized holding gain on marketable
securities
Issuance of common stock under deferred
stock plan
Dividends declared
Share-based compensation
Repurchase of common stock
Net earnings
98
7,371
-
-
7,371
13
-
-
1
-
-
(21)
-
1,523
-
-
(2,738)
-
(381)
-
-
-
1,523
(2,738)
(381)
97
-
3,761
(2,794)
-
-
-
-
-
-
-
(33,666 )
-
-
103,596
97
(33,666)
3,761
(2,794)
103,596
Balance at September 29, 2018
18,754 $
27,340 $
(11,994) $ 743,745 $ 759,091
The accompanying notes are an integral part of these statements.
F-7
J & J SNACK FOODS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Fiscal Year Ended
September 29, September 30, September 24,
2017
(53 weeks)
2018
(52 weeks)
2016
(52 weeks)
$
103,596 $
79,174 $
75,975
Operating activities:
Net earnings
Adjustments to reconcile net earnings to net cash provided by
operating activities:
Depreciation of fixed assets
Amortization of intangibles and deferred costs
Gains from disposals of property & equipment
Amortization of bond premiums
Share-based compensation
Deferred income taxes
Loss (gain) on sale of marketable securities
Changes in assets and liabilities, net of effects from purchase
of companies:
(Increase) decrease in accounts receivable, net
Increase in inventories
(Increase) decrease in prepaid expenses and other
(Decrease) increase in accounts payable and accrued
liabilities
Net cash provided by operating activities
Investing activities:
Payments for purchases of companies, net of cash acquired
Purchases of property, plant and equipment
Purchases of marketable securities
Proceeds from redemption and sales of marketable securities
Proceeds from disposal of property, plant and equipment
Other
Net cash used in investing activities
Financing activities:
Payments to repurchase common stock
Proceeds from issuance of common stock
Payments on capitalized lease obligations
Payment of cash dividend
Net cash used in financing activities
Effect of exchange rates on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
$
The accompanying notes are an integral part of these statements.
F-8
42,939
3,538
(912)
1,012
3,858
(10,392)
140
38,211
4,234
(346)
1,189
3,048
7,847
(14)
(7,917)
(9,639)
(1,120)
(20,370)
(7,410)
10,265
34,536
5,587
(398 )
1,011
2,375
7,700
661
3,571
(6,295 )
(7,386 )
(1,736)
123,367
9,521
125,349
3,888
121,225
-
(60,022)
(91,112)
75,302
2,639
54
(73,139)
(2,794)
8,894
(370)
(33,066)
(27,336)
(2,375)
20,517
90,962
111,479 $
(47,698)
(72,180)
(39,923)
22,997
1,935
(450)
(135,319)
(18,229)
7,231
(356)
(30,859)
(42,213)
2,493
(49,690)
140,652
90,962 $
-
(48,709 )
(41,786 )
13,224
2,294
375
(74,602 )
(15,265 )
6,570
(355 )
(28,523 )
(37,573 )
(2,087 )
6,963
133,689
140,652
J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
J & J Snack Foods Corp. and Subsidiaries (the Company) manufactures, markets and distributes a variety of
nutritional snack foods and beverages to the food service and retail supermarket industries. A summary of the significant
accounting policies consistently applied in the preparation of the accompanying consolidated financial statements follows.
Our fiscal years 2018 and 2016 comprise 52 weeks. Our 2017 fiscal year comprised 53 weeks. All references to 2017 fiscal
year refer to that 53 week period.
1.
Principles of Consolidation
The consolidated financial statements were prepared in accordance with U.S. GAAP. These financial statements
include the accounts of J & J Snack Foods Corp. and its wholly-owned subsidiaries. Intercompany balances and transactions
have been eliminated in the consolidated financial statements.
2. Revenue Recognition
We recognize revenue from our products when the products are shipped to our customers. Repair and maintenance
equipment service revenue is recorded when it is performed provided the customer terms are that the customer is to be
charged on a time and material basis or on a straight-line basis over the term of the contract when the customer has signed
a service contract. Revenue is recognized only where persuasive evidence of an arrangement exists, our price is fixed or
estimable and collectability is reasonably assured. We record offsets to revenue for allowances, end-user pricing
adjustments, trade spending, coupon redemption costs and returned product. Customers generally do not have the right to
return product unless it is damaged or defective. Our recorded liability for allowances, end-user pricing adjustments and
trade spending was approximately $13.6 million at September 29, 2018 and $13.0 million at September 30, 2017.
All amounts billed to customers related to shipping and handling are classified as revenues. Our product costs
include amounts for shipping and handling, therefore, we charge our customers shipping and handling fees at the time the
products are shipped or when services are performed. The cost of shipping products to the customer is recognized at the time
the products are shipped to the customer and our policy is to classify them as Distribution expenses. The cost of shipping
products to the customer classified as Distribution expenses was $92,281,000, $81,824,000 and $73,114,000 for the fiscal
years ended 2018, 2017 and 2016, respectively.
During the years ended September 29, 2018, September 30, 2017 and September 24, 2016, we sold $22,474,000,
$23,489,000 and $24,664,000, respectively, of repair and maintenance service contracts in our frozen beverage business. At
September 29, 2018 and September 30, 2017, deferred income on repair and maintenance service contracts was $1,865,000
and $1,956,000, respectively, of which $159,000 and $210,000 is included in other long-term liabilities as of September 29,
2018 and September 30, 2017, respectively and the balance is reflected as short-term and included in accrued liabilities on
the consolidated balance sheet. Repair and maintenance service contract income of $22,011,000, $23,204,000 and
$24,571,000 was recognized for the fiscal years ended 2018, 2017 and 2016, respectively.
3.
Foreign Currency
Assets and liabilities in foreign currencies are translated into U.S. dollars at the rate of exchange prevailing at the
balance sheet date. Revenues and expenses are translated at the average rate of exchange for the period. The cumulative
translation adjustment is recorded as a separate component of stockholders’ equity and changes to such are included in
comprehensive income.
4. Use of Estimates
In preparing financial statements in conformity with accounting principles generally accepted in the United States
of America, management is required to make estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts
of revenues and expenses during the reporting period. Actual results could differ from those estimates.
F-9
J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
5. Cash Equivalents
Cash equivalents are short-term, highly liquid investments with original maturities of three months or less.
6. Concentrations and related risks
We maintain cash balances at financial institutions located in various states. We have cash balances at two banks
totaling approximately $35 million that is in excess of FDIC insurance of $250,000 per bank.
Financial instruments that could potentially subject us to concentrations of credit risk are trade accounts receivable;
however, such risks are limited due to the large number of customers comprising our customer base and their dispersion
across geographic regions. We have approximately 15 customers with accounts receivable balances of between $1 million
and $10 million.
We have several large customers that account for a significant portion of our sales. Our top ten customers accounted
for 43%, 42% and 42% of our sales during fiscal years 2018, 2017 and 2016, respectively, with our largest customer
accounting for 9-1/2% of our sales in 2018, 9-1/2% of our sales in 2017 and 8% of our sales in 2016. Four of the ten customers
are food distributors who sell our product to many end users.
About 27% of our employees are covered by collective bargaining agreements.
None of our vendors supplied more than 10% of our ingredients and packaging in 2018, 2017 or 2016.
Virtually all of our accounts receivable are due from trade customers. Credit is extended based on evaluation of our
customers’ financial condition and collateral is not required. Accounts receivable payment terms vary and are stated in the
financial statements at amounts due from customers net of an allowance for doubtful accounts. At September 29, 2018 and
September 30, 2017, our accounts receivables were $132,342,000 and $124,553,000, net of an allowance for doubtful
accounts of $400,000 and $359,000. Accounts receivable outstanding longer than the payment terms are considered past due.
We determine our allowance by considering a number of factors, including the length of time trade accounts receivable are
past due, our previous loss history, customers’ current ability to pay their obligations to us, and the condition of the general
economy and the industry as a whole. We write off accounts receivable when they become uncollectible, and payments
subsequently received on such receivables are credited to the allowance for doubtful accounts.
7.
Inventories
Inventories are valued at the lower of cost (determined by the first-in, first-out method) or net realizable value. We
recognize abnormal amounts of idle facilities, freight, handling costs, and spoilage as charges of the current
period. Additionally, we allocate fixed production overhead to inventories based on the normal capacity of our production
facilities. We calculate normal capacity as the production expected to be achieved over a number of periods or seasons under
normal circumstances, taking into account the loss of capacity resulting from planned maintenance. This requires us to use
judgment to determine when production is outside the range of expected variation in production (either abnormally low or
abnormally high). In periods of abnormally low production (for example, periods in which there is significantly lower
demand, labor and material shortages exist, or there is unplanned equipment downtime) the amount of fixed overhead
allocated to each unit of production is not increased. However, in periods of abnormally high production the amount of fixed
overhead allocated to each unit of production is decreased to assure inventories are not measured above cost.
F-10
J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
8.
Investment Securities
We classify our investment securities in one of three categories: held to maturity, trading, or available for sale. Our
investment portfolio at September 29, 2018 consists of investments classified as held to maturity and available for sale. The
securities that we have the positive intent and ability to hold to maturity are classified as held to maturity and are stated at
amortized cost. Investments classified as available for sale are reported at fair market value with unrealized gains and losses
related to the changes in fair value of the securities recognized in accumulated other comprehensive income (loss). The
mutual funds and preferred stock in our available for sale portfolio do not have contractual maturities; however, we classify
them as long term assets as it is our intent to hold them for a period of over one year, although we may sell some or all of
them depending on presently unanticipated needs for liquidity or market conditions. See Note C for further information on
our holdings of investment securities.
9. Depreciation and Amortization
Depreciation of equipment and buildings is provided for by the straight-line method over the assets’ estimated useful
lives. We review our equipment and buildings to ensure that they provide economic benefit and are not impaired.
Amortization of leasehold 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, non-compete agreements
and certain tradenames are being amortized by the straight-line method over periods ranging from 2 to 20 years and
amortization expense is reflected throughout operating expenses.
Long-lived assets, including fixed assets and amortizing intangibles, are reviewed for impairment as events or
changes in circumstances occur indicating that the carrying amount of the asset may not be recoverable. Indefinite lived
intangibles are reviewed annually for impairment. Cash flow and sales analyses are used to assess impairment. The estimates
of future cash flows and sales involve considerable management judgment and are based upon assumptions about expected
future operating performance. Assumptions used in these forecasts are consistent with internal planning. The actual cash
flows and sales could differ from management’s estimates due to changes in business conditions, operating performance,
economic conditions, competition and consumer preferences.
10. Fair Value of Financial Instruments
The carrying value of our short-term financial instruments, such as accounts receivables and accounts payable,
approximate their fair values, based on the short-term maturities of these instruments.
11.
Income Taxes
We account for our income taxes under the liability method. Under the liability method, deferred tax assets and
liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities as
measured by the enacted tax rates that will be in effect when these differences reverse. Deferred tax expense is the result of
changes in deferred tax assets and liabilities.
Additionally, we recognize a liability for income taxes and associated penalties and interest for tax positions taken or
expected to be taken in a tax return which are more likely than not to be overturned by taxing authorities (“uncertain tax
positions”). We have not recognized a tax benefit in our financial statements for these uncertain tax positions.
F-11
J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
As of September 29, 2018 and September 30, 2017, the total amount of gross unrecognized tax benefits is $394,000
and $374,000; respectively, all of which would impact our effective tax rate over time, if recognized. We recognize interest
and penalties related to income tax matters as a part of the provision for income taxes. We had $259,000 of accrued interest
and penalties as of September 29, 2018 and $239,000 as of September 30, 2017. We did not recognize any penalties and
interest resulting from tax settlements in the years ended September 29, 2018 and September 30, 2017. A reconciliation of
the beginning and ending amount of unrecognized tax benefits is as follows:
Balance as of September 30, 2017
Additions based on tax positions related to the current year
Reductions for tax positions of prior years
Settlements
Balance at September 29, 2018
(in thousands)
$
$
374
20
-
-
394
In addition to our federal tax return and tax returns for Mexico and Canada, we file tax returns in all states that have
a corporate income tax. Virtually all the returns noted above are open for examination for three to four years.
Net earnings for the year ended September 29, 2018 benefited from a $20.9 million gain on the remeasurement of
deferred tax liabilities and a $8.8 million reduction in income taxes related primarily to the lower corporate tax rate enacted
under the Tax Cuts and Jobs Act in December 2017. Net earnings for the year were impacted by a $1.2 million provisional
amount for the one-time repatriation tax required under the new federal tax law and by a $1.4 million expense on the
remeasurement of deferred tax liabilities due to changes in New Jersey tax regulations effective July 2018. Excluding the
deferred tax gain, the deferred tax expense and the one-time repatriation tax, our effective tax rate decreased to 27.80% from
35.2% in the prior year reflecting the reduction in the federal statutory rate to 21% from 35% on January 1, 2018. Last year’s
effective tax rate benefited from an unusually high tax benefit on share based compensation of $3,061,000 which compares
to this year’s tax benefit of $1,935,000.
12. Earnings Per Common Share
Basic earnings per common share (EPS) excludes dilution and is computed by dividing income available to common
shareholders by the weighted average common shares outstanding during the period. Diluted EPS takes into consideration
the potential dilution that could occur if securities (stock options) or other contracts to issue common stock were exercised
and converted into common stock.
Our calculation of EPS is as follows:
Income
Fiscal Year Ended September 29, 2018
Shares
Per Share
Amount
(in thousands, except per share amounts)
(Numerator) (Denominator)
Earnings Per Basic Share
Net Income available to common stockholders
Effect of Dilutive Securities
Options
$
103,596
18,694 $
5.54
-
123
(0.03 )
Earnings Per Diluted Share
Net Income available to common stockholders plus assumed
conversions
$
103,596
18,817 $
5.51
1,000 anti-dilutive shares have been excluded in the computation of 2018 diluted EPS.
F-12
J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Income
Fiscal Year Ended September 30, 2017
Shares
Per Share
Amount
(in thousands, except per share amounts)
(Numerator) (Denominator)
Earnings Per Basic Share
Net Income available to common stockholders
Effect of Dilutive Securities
Options
$
79,174
18,707 $
4.23
-
109
(0.02 )
Earnings Per Diluted Share
Net Income available to common stockholders plus assumed
conversions
$
79,174
18,816 $
4.21
157,994 anti-dilutive shares have been excluded in the computation of 2017 diluted EPS.
Income
Fiscal Year Ended September 24, 2016
Shares
Per Share
Amount
(in thousands, except per share amounts)
(Numerator) (Denominator)
Earnings Per Basic Share
Net Income available to common stockholders
Effect of Dilutive Securities
Options
$
75,975
18,649 $
4.07
-
120
(0.02 )
Earnings Per Diluted Share
Net Income available to common stockholders plus assumed
conversions
$
75,975
18,769 $
4.05
180,170 anti-dilutive shares have been excluded in the computation of 2016 diluted EPS.
13. Accounting for Stock-Based Compensation
At September 29, 2018, the Company has three stock-based employee compensation plans. Share-based
compensation was recognized as follows:
Fiscal year ended
September 29, September 30, September 24,
2017
(in thousands)
2016
2018
Stock options
Stock purchase plan
Stock issued to an outside director
Restricted stock issued to employees
Total share-based compensation
The above compensation is net of tax benefits
$
$
$
1,432 $
423
64
4
1,923 $
(436) $
363
56
4
(13) $
86
305
-
4
395
1,935 $
3,061 $
1,980
F-13
J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Income tax benefit related to share-based compensation for the years ended September 29, 2018, September 30,
2017 and September 24, 2016 includes $821,000, $1,497,000 and $885,000, respectively, as a result of our early adoption as
of our fiscal March 2016 quarter of Accounting Standards Update No 2016-09, Improvements to Employee Share-Based
Payment Accounting. Under this new standard, income tax benefit is recognized rather than additional paid in capital upon
the exercise of stock options.
At September 29, 2018, the Company has unrecognized compensation expense of approximately $6.3 million to be
recognized over the next three fiscal years.
The fair value of each option grant is estimated on the date of grant using the Black-Scholes options-pricing model
with the following weighted average assumptions used for grants in fiscal 2018, 2017 and 2016: expected volatility of 17.4%
for fiscal year 2018, expected volatility of 16.6% for fiscal year 2017 and 16.7% for fiscal year 2016: weighted average risk-
free interest rates of 2.7%, 2.0% and 1.3%; dividend rate of 1.3%, 1.3% and 1.4% and expected lives ranging between 5 and
10 years for all years. An expected forfeiture rate of 10% was used for 2018, 13% was used for 2017 and 19% was used for
2016.
Expected volatility is based on the historical volatility of the price of our common shares over the past 49 to 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.
14. Advertising Costs
Advertising costs are expensed as incurred. Total advertising expense was $5,176,000, $5,677,000 and $4,870,000
for the fiscal years 2018, 2017 and 2016, respectively.
15. Commodity Price Risk Management
Our most significant raw material requirements include flour, packaging, shortening, corn syrup, sugar, juice,
cheese, chocolate, and a variety of nuts. We attempt to minimize the effect of future price fluctuations related to the purchase
of raw materials primarily through forward purchasing to cover future manufacturing requirements, generally for periods
from 1 to 12 months. As of September 29, 2018, we have approximately $77 million of such commitments. Futures contracts
are not used in combination with forward purchasing of these raw materials. Our procurement practices are intended to reduce
the risk of future price increases, but also may potentially limit the ability to benefit from possible price decreases. Our policy
is to recognize estimated losses on purchase commitments when they occur. At each of the last three fiscal year ends, we did
not have any material losses on our purchase commitments.
16. Research and Development Costs
Research and development costs are expensed as incurred. Total research and development expense was $623,000,
$674,000 and $525,000 for the fiscal years 2018, 2017 and 2016, respectively.
F-14
J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
17. Recent Accounting Pronouncements
In May 2014 and in subsequent updates, the FASB issued guidance on revenue recognition which requires that we
recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the
consideration which we expect to be entitled in exchange for those goods or services. We have performed a review of the
requirements of the new revenue standard, including a review of customer contracts, and have applied the five-step model of
this new guidance to each contract category we have. We adopted this guidance on the first day of our fiscal 2019 year using
the modified retrospective transition method. This guidance will require additional disclosures of the amount by which each
financial statement line item is affected in the fiscal year 2019 reporting period. We are still in the process of assessing the
impact of this guidance, however, we do not expect it to be material, although this guidance will affect the disclosures.
In January 2016, the FASB issued guidance which requires an entity to measure equity investments at fair value
with changes in fair value recognized in net income , to use the price that would be received by a seller when measuring the
fair value of financial instruments for disclosure purposes, and which eliminates the requirement to disclose the method(s)
and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured
at amortized cost on the balance sheet. Under present guidance, changes in fair value of equity investments available for sale
are recognized in Stockholders’ Equity. We adopted this guidance on the first day of our fiscal 2019 year. The adoption of
this guidance on our consolidated financial statements is not material.
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. This guidance
is effective for our fiscal year ended September 2020. While we continue to evaluate the effect of adopting this guidance on
our consolidated financial statements and related disclosures, we expect our operating leases, as disclosed in Note J —
Commitments and Contingencies, will be subject to the new standard. We will recognize right-of-use assets and operating
lease liabilities on our consolidated balance sheets upon adoption, which will materially increase our total assets and
liabilities.
In March 2016, the FASB issued guidance on share based compensation which requires that an entity recognize all
excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement as discrete items in the
reporting period in which they occur. Under current guidance, excess tax benefits are recognized in additional paid-in capital
and tax deficiencies are recognized either as an offset to accumulated excess tax benefits, or in the income statement. This
guidance is effective for our fiscal year ended September 2018. See Note A.13 to these financial statements for a discussion
of the impact the adoption of this guidance in our March 2016 quarter had on our consolidated financial statements.
18. Reclassifications
Certain prior year financial statement amounts have been reclassified to be consistent with the presentation for the
current year.
NOTE B – ACQUISITIONS
On December 30, 2016, we acquired Hill & Valley Inc., a premium bakery located in Rock Island, IL for
approximately $31 million. Hill & Valley, with sales of over $45 million annually, is a manufacturer of a variety of pre-baked
cakes, cookies, pies, muffins and other desserts selling to retail in-store bakeries. Hill & Valley is a brand of Sugar Free and
No Sugar Added pre-baked in-store bakery items. Additionally, Hill & Valley sustains strategic private labeling partnerships
with retailers nationwide. Sales and operating income of Hill & Valley included in our operating results for 2018 were $59.9
million and $2.4 million, respectively; and for 2017 were $35.8 million and $653,000, respectively.
F-15
J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE B – ACQUISITIONS (continued)
On May 22, 2017, we acquired an ICEE distributor doing business in Georgia and Tennessee for approximately $11
million. Sales of the acquired business included in our operating results for 2018 and 2017 were $3.5 million and $1.7
million, respectively.
On August 16, 2017, we acquired Labriola Baking Company, a bakery of breads and artisan soft pretzels located in
Alsip, IL for approximately $6 million. Labriola Bakery is a manufacturer of pre-baked breads, rolls and soft pretzels for
retail in-store bakery and foodservice outlets nationwide. Sales of Labriola included in our operating results for 2018 and
2017 were $14 million and $2 million, respectively.
Acquisition costs of $1,070,000 for the acquisitions are included in other general expense in the consolidated
statements of earnings for the year ended September 30, 2017.
The purchase price allocations for the three acquisitions are as follows:
Accounts Receivable, net
Inventories
Prepaid expenses and other
Property, plant & equipment, net
Trade Names
Customer Relationships
Distibution rights
Goodwill
Covenant not to compete
Accounts Payable
Accrued Liabilities
Accrued compensation expense
Other long-term liabilities
Deferred income taxes
Purchase Price
Hill & Valley Distributor
ICEE
Labriola
Baking Co
(in thousands)
$
$
4,054 $
6,088
122
4,398
2,090
13,000
-
14,175
670
(2,260)
(2,162)
(650)
(1,782)
(6,632)
31,111 $
340 $
217
25
2,277
-
57
6,900
1,236
-
(79)
(26)
-
-
-
10,947 $
1,165
779
102
3,598
388
-
-
658
188
(1,110 )
(128 )
-
-
-
5,640
The goodwill and intangible assets acquired in the business combinations are recorded at estimated fair value. To
measure fair value for such assets, we use techniques including discounted expected future cash flows (Level 3 input). The
goodwill recognized is attributable to the assembled workforce of each acquired business and certain other strategic intangible
assets that do not meet the requirements for recognition separate and apart from goodwill.
Our unaudited proforma results, giving effect to these three acquisitions and assuming an acquisition date of
September 28, 2014, would have been:
Net Sales
Net Earnings
F-16
Fiscal Year Ended
(in thousands)
September 30, September 24,
2017
(53 weeks)
Unaudited
2016
(52 weeks)
Unaudited
$
$
1,116,599 $
1,062,500
79,082 $
76,180
J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE C – INVESTMENT SECURITIES
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 inputs such as quoted prices in active markets for identical assets or liabilities;
Level 2
Level 3
Observable inputs, other than Level 1 inputs in active markets, that are observable either directly or indirectly;
and
Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its
own assumptions.
Our 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 deposits 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 deposits are classified within Level 2 of the fair value hierarchy.
The amortized cost, unrealized gains and losses, and fair market values of our marketable securities held to maturity
at September 29, 2018 are summarized as follows:
Gross
Gross
Fair
Amortized Unrealized Unrealized Market
Value
Losses
Gains
Cost
Corporate Bonds
Certificates of Deposit
Total marketable securities held to maturity
$ 136,933 $
2,880
$ 139,813 $
(in thousands)
28 $
-
28 $
1,520 $
7
1,527 $
135,441
2,873
138,314
The amortized cost, unrealized gains and losses, and fair market values of our marketable securities available for
sale at September 29, 2018 are summarized as follows:
Gross
Gross
Fair
Amortized Unrealized Unrealized Market
Value
Losses
Gains
Cost
Mutual Funds
Preferred Stock
Total marketable securities available for sale
$
$
8,978 $
15,680
24,658 $
(in thousands)
- $
380
380 $
295 $
-
295 $
8,683
16,060
24,743
The mutual funds seek current income with an emphasis on maintaining low volatility and overall moderate duration.
The mutual funds presently generate income of 4.5 % per year. We have invested $16 million in Fixed-to-Floating Perpetual
Preferred Stock which generates fixed income to call dates in 2019, 2020 and 2025 and then income is based on a spread
above LIBOR if the securities are not called. The annual yield from these investments is presently 5.3%, of which 50% is not
subject to income tax. The mutual funds and the Fixed-to-Floating Perpetual Preferred Stock investment securities 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. We have invested $135 million in corporate bonds which generate fixed income to maturity dates in 2018 through
2021, with $74 million maturing prior to the end of our fiscal year 2020. The bonds presently generate income of about 2.6%
per year based on purchase price. Our expectation is that we will hold the corporate bonds to their maturity dates and redeem
them at our amortized cost.
F-17
J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE C – INVESTMENT SECURITIES (continued)
The amortized cost, unrealized gains and losses, and fair market values of our marketable securities held to maturity
at September 30, 2017 are summarized as follows:
Gross
Gross
Fair
Amortized Unrealized Unrealized Market
Value
Losses
Gains
Cost
Corporate Bonds
Certificates of Deposit
Total marketable securities held to maturity
(in thousands)
$ 114,101 $
5,920
$ 120,021 $
424 $
18
442 $
155 $
1
156 $
114,370
5,937
120,307
The amortized cost, unrealized gains and losses, and fair market values of our marketable securities available for
sale at September 30, 2017 are summarized as follows:
Gross
Gross
Fair
Amortized Unrealized Unrealized Market
Value
Losses
Gains
Cost
Mutual Funds
Preferred Stock
Total marketable securities available for sale
$
$
13,003 $
16,791
29,794 $
(in thousands)
77 $
711
788 $
240 $
82
322 $
12,840
17,420
30,260
The amortized cost and fair value of the Company’s held to maturity securities by contractual maturity at September
29, 2018 and September 30, 2017 are summarized as follows:
September 29, 2018
September 30, 2017
Fair
Fair
Amortized Market
Value
Cost
Amortized Market
Value
Cost
Due in one year or less
Due after one year through five years
Due after five years through ten years
Total held to maturity securities
Less current portion
Long term held to maturity securities
$
(in thousands)
21,001 $
117,314
-
21,048 $
118,765
-
59,113 $
60,908
-
$ 139,813 $ 138,315 $ 120,021 $
59,113
60,908 $
21,001
$ 118,765 $ 117,314 $
21,048
59,194
61,113
-
120,307
59,194
61,113
Proceeds from the sale and redemption of marketable securities were $75,302,000, $22,997,000 and $13,224,000 in
the years ended September 29, 2018, September 30, 2017 and September 24, 2016 respectively; with a loss of $140,000 in
2018, a gain of $14,000 in 2017 and a loss of $661,000 recorded in 2016. We use the specific identification method to
determine the cost of securities sold.
F-18
J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE D – INVENTORIES
Inventories consist of the following:
Finished goods
Raw materials
Packaging materials
Equipment parts and other
Total Inventories
NOTE E – PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following:
Land
Buildings
Plant machinery and equipment
Marketing equipment
Transportation equipment
Office equipment
Improvements
Construction in Progress
Less accumulated depreciation and amortization
Property, plant and equipment, net
September 29, September 30,
2018
2017
(in thousands)
$
$
52,221 $
23,173
9,780
27,710
112,884 $
45,394
22,682
8,833
26,359
103,268
September 29,
2018
September 30,
2017
(in thousands)
Estimated
Useful Lives
(in years)
$
$
2,494 $
26,582
290,396
290,955
8,929
30,752
38,941
8,468
697,517
454,844
242,673 $
-
15 - 39.5
5 - 20
5 - 7
5
3 - 5
5 - 20
-
2,482
26,741
257,172
278,860
8,449
25,302
38,003
16,880
653,889
426,308
227,581
Depreciation expense was $42,939,000, $38,211,000 and $34,536,000 for fiscal years 2018, 2017 and 2016, respectively.
F-19
J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE F – GOODWILL AND INTANGIBLE ASSETS
Our three reporting units, which are also reportable segments, are Food Service, Retail Supermarket and Frozen
Beverages.
The carrying amount of acquired intangible assets for the reportable segments are as follows:
FOOD SERVICE
Indefinite lived intangible assets
Trade Names
Amortized intangible assets
Non compete agreements
Customer relationships
License and rights
TOTAL FOOD SERVICE
RETAIL SUPERMARKETS
Indefinite lived intangible assets
Trade Names
Amortized Intangible Assets
Trade names
Customer relationships
TOTAL RETAIL SUPERMARKETS
FROZEN BEVERAGES
Indefinite lived intangible assets
Trade Names
Distribution rights
Amortized intangible assets
Customer relationships
Licenses and rights
TOTAL FROZEN BEVERAGES
September 29, 2018
September 30, 2017
Gross
Carrying Accumulated Carrying Accumulated
Amount Amortization Amount Amortization
(in thousands)
Gross
$
16,628 $
- $
16,628 $
-
980
20,510
1,690
39,808 $
$
538
8,600
1,143
10,281 $
980
20,510
1,690
39,808 $
263
6,476
1,058
7,797
$
6,557 $
- $
6,557 $
-
649
7,979
15,185 $
$
260
3,623
3,883 $
649
7,979
15,185 $
130
2,822
2,952
$
9,315 $
6,900
- $
-
9,315 $
6,900
257
1,400
17,872 $
$
76
863
939 $
257
1,400
17,872 $
-
-
50
794
844
CONSOLIDATED
$
72,865 $
15,103 $
72,865 $
11,593
The gross carrying amount of intangible assets is determined by applying a discounted cash flow model to the future
sales and earnings associated with each intangible asset or is set by contract cost. The amortization period used for definite
lived intangible assets is set by contract period or by the period over which the bulk of the discounted cash flow is expected
to be generated. We currently believe that we will receive the benefit from the use of the trade names and distribution rights
classified as indefinite lived intangible assets indefinitely and they are therefore not amortized.
F-20
J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE F – GOODWILL AND INTANGIBLE ASSETS (continued)
Licenses and rights, customer relationships and non-compete agreements are being amortized by the straight-line
method over periods ranging from 2 to 20 years and amortization expense is reflected throughout operating expenses.
Amortizing intangibles are reviewed for impairment as events or changes in circumstances occur indicating that the
carrying amount of the asset may not be recoverable. Indefinite lived intangibles are reviewed annually at year end for
impairment. Cash flow and sales analyses are used to assess impairment. The estimates of future cash flows and sales involve
considerable management judgment and are based upon assumptions about expected future operating performance which
include Level 3 inputs such as annual growth rates and discount rates. Assumptions used in these forecasts are consistent
with internal planning. The actual cash flows and sales could differ from management’s estimates due to changes in business
conditions, operating performance, economic conditions, competition and consumer preferences. There were no impairments
of intangible assets in 2018, 2017 or 2016.
Intangible assets of $1,078,000 were acquired in fiscal year 2016 in the food service segment due to the purchase of
the HEARTBAR brand. In fiscal year 2017, intangible assets of $6,957,000 were acquired in our ICEE distributor acquisition
in our frozen beverage segment and intangible assets of $15,760,000 were acquired in the Hill & Valley acquisition in our
food service segment and intangible assets of $576,000 were acquired in the Labriola Baking acquisition, also in our food
service segment. There were no intangible assets acquired in fiscal year 2018.
Aggregate amortization expense of intangible assets for the fiscal years 2018, 2017 and 2016 was $3,510,000,
$3,840,000 and $5,078,000, respectively.
Estimated amortization expense for the next five fiscal years is approximately $3,300,000 in 2019, $3,000,000 in
2020, $2,400,000 in 2021 and $2,300,000 in 2022 and 2023. The weighted average amortization period of the intangible
assets is 10.8 years.
Goodwill
The carrying amounts of goodwill for the reportable segments are as follows:
Food
Service
Retail
Frozen
Supermarkets
Beverages
Total
(in thousands)
Balance at
September 29, 2018
September 30, 2017
$
$
61,665 $
61,665 $
3,670 $
3,670 $
37,176 $
37,176 $
102,511
102,511
The carrying value of goodwill is determined based on the excess of the purchase price of acquisitions over the
estimated fair value of tangible and intangible net assets. Goodwill is not amortized but is evaluated annually at year end by
management for impairment. Our impairment analysis for 2018, 2017 and 2016 was based on a combination of the income
approach, which estimates the fair value of reporting units based on discounted cash flows, and the market approach, which
estimates the fair value of reporting units based on comparable market prices and multiples. Under the income approach the
Company used a discounted cash flow which requires Level 3 inputs such as: annual growth rates, discount rates based upon
the weighted average cost of capital and terminal values based upon current stock market multiples. There were no
impairment charges in 2018, 2017 and 2016.
In 2017, goodwill of $1,236,000 was acquired in the ICEE distributor acquisition in our frozen beverage segment,
goodwill of $14,175,000 was acquired in the Hill & Valley acquisition in our food service segment and goodwill of $658,000
was acquired in the Labriola Baking acquisition, also in our food service segment.
No goodwill was acquired in fiscal years 2016 and 2018.
F-21
J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE G – LONG-TERM DEBT
In November 2016, we entered into an amended and restated loan agreement with our existing banks which provides
for up to a $50,000,000 revolving credit facility repayable in November 2021, with the availability of repayments without
penalty. Interest is calculated based on LIBOR plus an applicable margin. The agreement contains financial covenants and
requires commitment fees in accordance with standard banking practice. As of September 29, 2018 and September 30, 2017,
there were no outstanding balances under the facility. We were in compliance with the financial covenants at September 29,
2018.
NOTE H – OBLIGATIONS UNDER CAPITAL LEASES
The following is a schedule by years of future minimum lease payments under capital leases:
2019
2020
2021
2022
2023
2024 and thereafter
Total minimum capital lease payments
NOTE I – INCOME TAXES
Income tax expense (benefit) is as follows:
(in thousands)
$
$
324
288
295
100
34
36
1,077
Fiscal year ended
September 29, September 30, September 24,
2017
(in thousands)
2016
2018
Current
U.S. Federal
Foreign
State
Total current expense
Deferred
U.S. Federal
Foreign
State
Total deferred benefit
Total expense
$
$
$
16,591 $
2,512
5,836
24,939
(14,613) $
514
3,716
(10,383)
14,556 $
27,142 $
2,770
5,227
35,139
6,857 $
(422)
1,452
7,887
43,026 $
25,126
2,433
5,622
33,181
6,444
(145 )
1,364
7,663
40,844
The change in deferred taxes for the year ended September 30, 2017 does not equal deferred tax expense in the
amount of $6,632,000 as a result of purchase accounting related to the Hill & Valley acquisition.
F-22
J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE I – INCOME TAXES (continued)
The provisions for income taxes differ from the amounts computed by applying the statutory federal income tax
rate of approximately 35% for the fiscal years ended September 30, 2017 and September 24, 2016 and 24 1/2% for the fiscal
year ended September 29, 2018 to earnings before income taxes for the following reasons:
Fiscal year ended
September 29, September 30, September 24,
2017
(in thousands)
2018
2016
Income taxes at federal statutory rates
Increase (decrease)in taxes resulting from:
$
28,947 $
42,770 $
40,887
State income taxes, net of federal income tax benefit
Domestic production activities deduction
Impact of rate change due to Tax Cuts and Jobs Act
Impact of rate differential-current and deferred
One-time repatriation tax
Increase in gross unrecognized tax benefits
Share based compensation
Non deductible employee compensation
Other, net
Income tax expense
$
7,212
(1,470)
(20,670)
(1,236)
1,200
20
(696)
514
735
14,556 $
4,341
(1,820)
-
-
-
20
(1,923)
-
(362)
43,026 $
4,541
(2,100 )
-
-
-
20
(1,109 )
-
(1,395 )
40,844
Net earnings for the year ended September 29, 2018 benefited from an approximately $21 million gain on the
remeasurement of deferred tax liabilities and a $8.8 million reduction in income taxes related primarily to the lower corporate
tax rate enacted under the Tax Cuts and Jobs Act in December 2017. Net earnings for the year were impacted by a $1.2
million provision for the one-time repatriation tax required under the new federal tax law and by a $1.4 million expense on
the remeasurement of deferred tax liabilities due to changes in New Jersey tax regulations effective July 2018. Excluding
the deferred tax gain, the deferred tax expense and the one-time repatriation tax, our effective tax rate decreased to 27.80%
from 35.2% in the prior year reflecting the reduction in the federal statutory rate to 21% from 35% on January 1, 2018. Last
year’s effective tax rate benefited from an unusually high tax benefit on share based compensation of $3,061,000 which
compares to this year’s tax benefit of $1,935,000.
F-23
J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE I – INCOME TAXES (continued)
Deferred tax assets and liabilities consist of the following:
Deferred tax assets
Vacation accrual
Capital loss carry forwards
Insurance accrual
Deferred income
Allowances
Inventory capitalization
Share-based compensation
Net Operating Loss
Total deferred tax assets
Valuation allowance
Total deferred tax assets, net
Deferred tax liabilities
Amortization of goodwill and other intangible assets
Depreciation of property and equipment
Total deferred tax liabilities
Total deferred tax liabilities, net
September 29, September 30,
2018
2017
(in thousands)
$
$
1,254 $
960
2,480
638
1,585
1,051
1,368
856
10,192
(960 )
9,232
25,565
35,989
61,554
52,322 $
1,740
1,668
3,225
927
1,991
1,235
1,607
1,559
13,952
(1,668)
12,284
35,043
39,946
74,989
62,705
As of September 29, 2018, we have federal and state capital loss carry forwards of approximately $4.2 million
primarily from the sale of marketable securities in fiscal years 2015 and 2016. These carry forwards will begin to expire in
2020. Except for current year usage, we have no foreseeable capital gains that would allow us to use this asset. Accordingly,
we have recorded a valuation allowance for the full amount of this deferred tax asset.
As of September 29, 2018, we have a federal net operating loss carry forward of approximately $4 million from the
PHILLY SWIRL acquisition. These carry forwards are subject to an annual limitation under Code Section 382 of
approximately $378,000 and will expire in 2033. We have determined there are no limitations to the total use of this tax asset
and accordingly, have not recorded a valuation allowance for this deferred tax asset.
We have undistributed earnings of our Mexican and Canadian subsidiaries that are considered to be indefinitely
reinvested and our current plans do not demonstrate a need to repatriate them to fund our United states operations. However,
if such funds were repatriated, a portion of the funds remitted may be subject to applicable non-U.S. income and withholding
taxes. Due to the impact of the Tax Act and the deemed repatriation provisional amount of $1.2 million recorded to the
financial statements, no additional U.S. taxes are anticipated on our undistributed earnings in our Mexican and Canadian
subsidiaries.
F-24
J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE J - COMMITMENTS
1. Lease Commitments
The following is a summary of approximate future minimum rental commitments for non-cancelable operating
leases with terms of more than one year as of September 29, 2018:
2019
2020
2021
2022
2023
2024 and thereafter
Total minimal rental commitments
Plants and
Offices
Equipment
Total
(in thousands)
$
$
8,392 $
7,574
6,702
6,195
6,011
22,708
57,582 $
6,540 $
4,800
3,435
1,722
363
111
16,971 $
14,932
12,374
10,137
7,917
6,374
22,819
74,553
Total rent expense was $21,760,000, $20,354,000 and $17,481,000 for fiscal years 2018, 2017 and 2016,
respectively.
2. Other Commitments
We are a party to litigation which has arisen in the normal course of business which management currently believes
will not have a material adverse effect on our financial condition or results of operations.
We self-insure, up to loss limits, certain insurable risks such as worker’s compensation and automobile liability
claims. Accruals for claims under our self-insurance program are recorded on a claims incurred basis. Our total recorded
liability for all years’ claims incurred but not yet paid was $9,200,000 and $8,100,000 at September 29, 2018 and September
30, 2017, respectively. In connection with certain self-insurance agreements, we customarily enter into letters of credit
arrangements with our insurers. At September 29, 2018 and September 30, 2017, we had outstanding letters of credit totaling
$9,275,000 and $8,675,000, respectively.
We have a self-insured medical plan which covers approximately 1,700 of our employees. We record a liability for
incurred but not yet reported or paid claims based on our historical experience of claims payments and a calculated lag time
period. Our recorded liability at September 20, 2018 and September 30, 2017 was $2,058,000 and $2,382,000, respectively.
NOTE K - CAPITAL STOCK
In our fiscal year ended September 29, 2018, we purchased and retired 20,604 shares of our common stock at a cost
of $2,794,027. All of the purchases were made in our third quarter.
In our fiscal year ended September 30, 2017, we purchased and retired 142,665 shares of our common stock at a
cost of $18,228,763.
In our fiscal year ended September 24, 2016, we purchased and retired 141,700 shares of our common stock at a
cost of $15,265,019.
F-25
J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE L – STOCK OPTIONS
We have a Stock Option Plan (the “Plan”). Pursuant to the Plan, stock options may be granted to officers and our
key employees which qualify as incentive stock options as well as stock options which are nonqualified. The exercise price
of incentive stock options is at least the fair market value of the common stock on the date of grant. The exercise price for
nonqualified options is determined by a committee of the Board of Directors. The options are generally exercisable after three
years and expire no later than ten years from date of grant. There are 624,000 shares reserved under the Plan for which options
have not yet been issued. There are options that were issued under prior option plans that have since been replaced that are
still outstanding.
We have an Employee Stock Purchase Plan (“ESPP”) whereby employees purchase stock by making contributions
through payroll deductions for six month periods. The purchase price of the stock is 85% of the lower of the market price of
the stock at the beginning of the six-month period or the end of the six-month period. In fiscal years 2018, 2017 and 2016
employees purchased 12,763, 13,271 and 13,747 shares at average purchase prices of $119.39, $105.85 and $96.00,
respectively. ESPP expense of $423,000, $363,000 and $305,000 was recognized for fiscal years 2018, 2017 and 2016,
respectively.
A summary of the status of our stock option plans as of fiscal years 2018, 2017 and 2016 and the changes during
the years ended on those dates is represented below:
Incentive Stock Options
Weighted-
Average
Exercise
Price
Nonqualified Stock Options
Weighted-
Average
Exercise
Stock
Options
Outstanding
Stock
Options
Outstanding
Balance, September 27, 2015
Granted
Exercised
Canceled
Balance, September 24, 2016
Granted
Exercised
Canceled
Balance, September 30, 2017
Granted
Excercised
Canceled
332,352 $
120,450
(86,223)
(10,792)
355,787
121,508
(78,114)
(6,200)
392,981
122,595
(64,470)
(17,550)
77.04
108.69
53.67
97.07
92.81
129.35
65.49
100.93
109.41
141.07
90.75
115.21
297,941 $
58,720
(44,777 )
-
311,884
59,786
(60,156 )
-
311,514
58,083
(37,328 )
-
Price
63.34
112.35
42.53
-
75.56
129.94
41.46
-
92.58
144.41
56.85
-
Balance, September 29, 2018
Exercisable Options September 29, 2018
433,556 $
86,153 $
120.90
97.32
332,269 $
155,680 $
105.66
79.35
The weighted-average fair value of incentive stock options granted during fiscal years ended September 29, 2018,
September 30, 2017 and September 24, 2016 was $23.68, $18.84 and $13.94, respectively. The weighted-average fair value
of non-qualified stock options granted during the fiscal years ended September 29, 2018, September 30, 2017 and September
24, 2016 was $31.44, $24.82 and $19.95, respectively. The total intrinsic value of stock options exercised was $6.8 million,
$10.1 million and $8.4 million in fiscal years 2018, 2017 and 2016, respectively.
The total cash received from these option exercises was $7.4 million, $5.8 million and $5.3 million in fiscal years
2018, 2017 and 2016, respectively; and the actual tax benefit realized from the tax deductions from these option exercises
was $1.7 million, $3.0 million and $1.6 million in fiscal years 2018, 2017 and 2016, respectively.
F-26
J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE L – STOCK OPTIONS (continued)
The following table summarizes information about incentive stock options outstanding as of September 29, 2018:
Range of
Exercise Prices
$81.67 - $113.15
$128.78 - $146.03
Total options
Options Exercisable
Number
Options Outstanding
Number
Weighted-
Outstanding Average
at
Remaining Average
September 29, Contractual Exercise
Weighted- Exercisable Weighted-
at
Average
September 29, Exercise
2018
Life
Price
2018
Price
198,303
235,253
433,556
1.8 $
3.9
3.0
103.75
135.36
120.90
86,153 $
-
86,153
97.32
-
97.32
The following table summarizes information about nonqualified stock options outstanding as of September 29, 2018:
Range of
Exercise Prices
$41.75 - $57.33
$80.79 - $119.44
$129.26 - $150.89
Total options
Options Exercisable
Number
Options Outstanding
Weighted-
Number
Outstanding Average
at
Remaining Average
September 29, Contractual Exercise
Weighted- Exercisable Weighted-
at
Average
September 29, Exercise
2018
Life
Price
2018
Price
60,000
154,400
117,869
332,269
2.9 $
4.3
5.8
4.6
48.89
103.73
137.07
105.66
60,000 $
95,680
-
155,680
48.89
98.45
-
79.35
NOTE M – 401(k) PROFIT-SHARING PLAN
We maintain a 401(k) profit-sharing plan for our employees. Under this plan, we may make discretionary profit-
sharing and matching 401(k) contributions. Contributions of $2,106,000, $2,084,000 and $1,936,000 were made in fiscal
years 2018, 2017 and 2016, respectively.
NOTE N – CASH FLOW INFORMATION
The following is supplemental cash flow information:
Fiscal Year Ended
September 29, September 30, September 24,
2017
(in thousands)
2018
2016
Cash paid for:
Interest
Income taxes
Non cash items:
Capital leases
$
43 $
25,820
52 $
25,024
57
41,064
$
203 $
- $
486
F-27
J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE O – SEGMENT REPORTING
We principally sell our products to the food service and retail supermarket industries. Sales and results of our frozen
beverages business are monitored separately from the balance of our food service business because of different distribution
and capital requirements. We maintain separate and discrete financial information for the three operating segments mentioned
above which is available to our Chief Operating Decision Makers. We have applied no aggregation criteria to any of these
operating segments in order to determine reportable segments. Our three reportable segments are Food Service, Retail
Supermarkets and Frozen Beverages. All inter-segment net sales and expenses have been eliminated in computing net sales
and operating income. These segments are described below.
Food Service
The primary products sold by the food service segment are soft pretzels, frozen juice treats and desserts, churros,
dough enrobed handheld products and baked goods. Our customers in the food service segment include snack bars and food
stands in chain, department and discount stores; malls and shopping centers; casual dining restaurants; fast food outlets;
stadiums and sports arenas; leisure and theme parks; convenience stores; movie theatres; warehouse club stores; schools,
colleges and other institutions. Within the food service industry, our products are purchased by the consumer primarily for
consumption at the point-of-sale.
Retail Supermarkets
The primary products sold to the retail supermarket channel are soft pretzel products – including SUPERPRETZEL,
frozen juice treats and desserts including LUIGI’S Real Italian Ice, MINUTE MAID Juice Bars and Soft Frozen Lemonade,
WHOLE FRUIT frozen fruit bars and sorbet, PHILLY SWIRL cups and sticks, ICEE Squeeze-Up Tubes and dough enrobed
handheld products including PATIO burritos. Within the retail supermarket channel, our frozen and prepackaged products
are purchased by the consumer for consumption at home.
Frozen Beverages
We sell frozen beverages 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.
The Chief Operating Decision Maker for Food Service and Retail Supermarkets and the Chief Operating Decision
Maker for Frozen Beverages monthly review detailed operating income statements and sales reports in order to assess
performance and allocate resources to each individual segment. Sales and operating income are key variables monitored by
the Chief Operating Decision Makers and management when determining each segment’s and the company’s financial
condition and operating performance. In addition, the Chief Operating Decision Makers review and evaluate depreciation,
capital spending and assets of each segment on a quarterly basis to monitor cash flow and asset needs of each segment.
Information regarding the operations in these three reportable segments is as follows:
F-28
J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE O – SEGMENT REPORTING (continued)
Fiscal year ended
September 29, September 30, September 24,
2017
(53 weeks)
(in thousands)
2018
(52 weeks)
2016
(52 weeks)
Sales to External Customers:
Food Service
Soft pretzels
Frozen juices and ices
Churros
Handhelds
Bakery
Other
Total Food Service
Retail Supermarket
Soft pretzels
Frozen juices and ices
Handhelds
Coupon redemption
Other
Total Retail Supermarket
Frozen Beverages
Beverages
Repair and maintenance service
Machines sales
Other
Total Frozen Beverages
$
$
$
$
$
$
208,544 $
42,364
61,726
38,928
371,391
22,991
745,944 $
36,438 $
74,435
12,419
(4,439)
2,086
120,939 $
167,713 $
78,805
23,781
1,083
271,382 $
180,138 $
49,469
62,809
36,913
351,357
21,108
701,794 $
35,081 $
71,325
14,892
(4,898 )
2,847
119,247 $
160,243 $
74,594
27,073
1,273
263,183 $
170,155
51,798
57,318
27,427
294,518
20,313
621,529
33,279
68,924
15,347
(4,430)
4,469
117,589
150,118
71,123
31,155
1,267
253,663
Consolidated Sales
$
1,138,265 $
1,084,224 $
992,781
Depreciation and Amortization:
Food Service
Retail Supermarket
Frozen Beverages
Total Depreciation and Amortization
Operating Income:
Food Service
Retail Supermarket
Frozen Beverages
Total Operating Income
Capital Expenditures:
Food Service
Retail Supermarket
Frozen Beverages
Total Capital Expenditures
Assets:
Food Service
Retail Supermarket
Frozen Beverages
Total Assets
$
$
$
$
$
$
$
$
25,983 $
1,313
19,181
46,477 $
24,629 $
949
16,867
42,445 $
74,056 $
8,304
28,415
110,775 $
81,208 $
10,627
26,272
118,107 $
36,325 $
928
22,769
60,022 $
44,067 $
239
27,874
72,180 $
693,098 $
21,366
217,549
932,013 $
635,709 $
21,129
210,390
867,228 $
22,912
1,031
16,180
40,123
76,539
9,618
26,653
112,810
24,759
369
23,581
48,709
589,854
22,090
178,543
790,487
F-29
J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE P - ACCUMULATED OTHER COMPREHENSIVE LOSS:
Changes to the components of accumulated other comprehensive loss are as follows:
Fiscal Year Ended September 29, 2018
(in thousands)
Foreign
Currency
Translation
Adjustments
Unrealized
Holding Gain
on Marketable
Securities
Total
Beginning Balance
$
(9,341) $
466 $
(8,875)
Other comprehensive loss before reclassifications
(2,738)
(455)
(3,193)
Amounts reclassified from accumulated other comprehensive
income
Ending Balance
-
74
74
$
(12,079) $
85 $
(11,994)
Fiscal Year Ended September 30, 2017
(in thousands)
Unrealized
Foreign
Currency
Translation
Adjustments
Holding (Loss)
Gain
on Marketable
Securities
Total
Beginning Balance
$
(13,086) $
(329) $
(13,415)
Other comprehensive loss before reclassifications
3,745
795
4,540
Amounts reclassified from accumulated other comprehensive
income
Ending Balance
-
-
-
$
(9,341) $
466 $
(8,875)
F-30
J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE Q - QUARTERLY FINANCIAL DATA (UNAUDITED)
Fiscal Year Ended September 29, 2018
Net Sales
Gross
Profit
Net
Earnings
Net Earnings
Per
Diluted
Share(1)
(in thousands, except per share information)
$
$
265,210 $
266,101
306,239
300,715
1,138,265 $
73,279 $
77,278
94,475
91,254
336,286 $
36,249 $
17,833
26,129
23,385
103,596 $
1.93
0.95
1.39
1.24
5.51
Fiscal Year Ended September 30, 2017
Net Sales
Gross
Profit
Net
Earnings
Net Earnings
Per
Diluted
Share(1)
(in thousands, except per share information)
$
$
225,570 $
246,513
295,415
316,726
1,084,224 $
65,895 $
72,817
94,764
97,547
331,023 $
13,540 $
15,987
25,304
24,343
79,174 $
0.72
0.85
1.34
1.29
4.20
1st Quarter
2nd Quarter
3rd Quarter
4th Quarter
Total
1st Quarter
2nd Quarter
3rd Quarter
4th Quarter
Total
(1) Total of quarterly amounts do not necessarily agree to the annual amounts due to separate quarterly calculations of
weighted average shares outstanding.
F-31
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Year
Description
Opening
Balance
Charged to
Expense
Closing
Deductions Balance
2018
Allowance for doubtful accounts
2017
Allowance for doubtful accounts
2016
Allowance for doubtful accounts
$
$
$
359,000 $
259,000 $
218,000 (1) $
400,000
571,000 $
122,000 $
334,000 (1) $
359,000
304,000 $
525,000 $
258,000 (1) $
571,000
(1) Write-offs of uncollectible accounts receivable.
S-1
A tree sends its roots deep into the ground,
anchoring itself to the earth
and it’s leaves and branches upward,
reaching for the sky.
It is the fact that it can do
these two things at once,
that makes it strong.
THIS PAGE LEFT INTENTIONALLY BLANK
PROFILE
foodservice
retail
supermarkets
frozen
beverage
Traded
Ticker "JJSF"
on Nasdaq
Selling in national
and international
markets
Three core
business groups
47 years
of growth
Preparing for
future innovation
and success
Our growing portfolio of products includes soft pretzels, frozen beverages, frozen juice treats and
desserts, stuffed sandwiches, burritos, churros, fruit pies, funnel cakes, cookies and bakery goods,
and other snack foods and drinks. Consumers can enjoy these tasty products in a variety of settings
where people work, play, travel and shop. The Company's growth is the result of a strategy that
emphasizes active development of new and innovative products, penetration into existing market
channels and expansion of established products into new markets.
HIGHLIGHTS
Fiscal year ended in SeptembeR
Net Sales .............................
Net Earnings ....................
Total Assets ......................
Long-Term Debt .............
Capital Leases .................
Stockholders’ Equity...
Common Share Data
EPS–Diluted ......................
Shares Outstandi g
Shares Outstanding ..
Dividends/Share ..........
Dividends/Share
2018
2017
2016
2015
2014
2013
2012
2011
2010
2009
(In thousands except per share data)
$ 1,138,265
$ 1,084,224
$ 992,781
$ 976,256
$ 919,451
$ 867,683
$ 830,796
$ 744,071
$ 696,703
$ 653,047
$
103,596
$
79,174
$
75,975
$
70,183
$
71,814
$
64,381
$
54,118
$ 55,063
$ 48,409
$
41,312
$ 932,013
$ 867,228
$ 790,487
$ 739,669
$ 704,773
$ 645,661
$ 603,044
$ 550,816
$ 483,994
$ 439,827
$ ____
$ ____
$ ____
$ ____
$ ____
$ ____
$ ____
$ ____
$ ____
$ ____
$
1,077
$
1,244
$
1,600
$
1,469
$
520
$
347
$
687
$
801
$
863
$
381
$ 759,091
$ 682,322
$ 637,974
$ 599,919
$ 562,518
$ 516,565
$ 475,487
$ 432,388
$ 380,575
$ 342,844
$
$
$
$
$
$
5.51
18,754
18,754
1.80
1.80
1.80
$
$
$
$
$
$
4.21
663
18,6
18,663
.68
1
1.68
$
$
$
$
$
4.05
$
3.73
$
3.82
$
3.41
$
2.86
$
2.93
$
2.59
$
2.21
18,668
18,668
18,676
18,676
18,663
18,663
18,677
18,677
18,780
18,780
18,727
18,727
18,491
18,491
18,526
18,526
1.56
1.56
$
$
1.44
1.44
$
$
1.28
1.28
$
$
0.64
0.64
$
$
0.52
0.52
$
$
0.47
0.47
$
$
0.43
0.43
$
$
0.39
0.39
,
,
5
5
6
6
2
2
8
8
3
3
1
1
,
,
1
1
$
$
,
4
2
2
4
8
0
,
1
$
1
8
7
,
2
9
9
$
,
6
5
2
6
7
9
$
NET SALES
(In Thousands)
,
1
5
4
9
1
9
$
3
8
6
,
7
6
8
$
6
9
7
,
0
3
8
$
,
1
7
0
4
4
7
$
3
0
7
,
6
9
6
$
,
7
4
0
3
5
6
$
,
,
1
1
9
9
0
0
9
9
5
5
7
7
$
$
,
,
2
2
2
2
3
3
2
2
8
8
6
6
$
$
NET earnings
(In Thousands)
,
,
6
6
9
9
5
5
3
3
0
0
1
1
$
$
stockholders’ equity
(In Thousands)
4
4
7
7
9
9
,
,
7
7
3
3
6
6
$
$
,
,
9
9
1
1
9
9
9
9
9
9
5
5
$
$
,
,
5
5
1
1
5
5
2
2
6
6
5
5
$
$
,
,
5
5
6
6
5
5
6
6
1
1
5
5
$
$
,
,
7
7
8
8
4
4
5
5
7
4
$
,
8
8
3
2
3
4
$
,
5
7
5
0
8
3
$
,
4
4
8
2
4
3
$
4
4
4
7
7
7
1
1
1
,
,
,
9
9
9
7
7
7
$
$
$
,
,
5
5
7
7
9
9
5
5
7
7
$
4
4
1
8
,
1
7
1 $
8
3
4
6
$
,
3
8
1
,
0
7
$
3
6
0
5
5
$
,
8
1
1
,
4
5
$
,
9
0
4
8
4
$
2
1
3
,
1
4
$
‘09
‘10
‘11
‘12
‘13
‘14
‘15
‘16
‘17
‘18
‘09
‘10
‘11
‘12
‘13
‘14
‘15
‘16
‘17
‘18
‘09
‘10
‘11
‘12
‘13
‘14
‘15
‘16
‘17
‘18
CORPORATE INFORMATION
OFFICERS
Gerald B. Shreiber
Chairman of the Board,
President and Chief Executive Officer
Dennis G. Moore
Senior Vice President, Chief Financial
Officer and Treasurer
Robert M. Radano
Senior Vice President and
Chief Operating Officer
Gerard Law
Senior Vice President,
Assistant to the President
Robert J. Pape
Senior Vice President, Sales
John Griffith
Chief Information Officer
Harry Fronjian
Vice President, Human Resources
Marjorie Shreiber Roshkoff
Vice President, Secretary,
and In-House Counsel
DIRECTORS
Gerald B. Shreiber
Chairman of the Board,
President and Chief Executive Officer
Dennis G. Moore
Senior Vice President, Chief Financial
Officer and Treasurer
Sidney R. Brown (1)(2)(3)
Chief Executive Officer,
NFI Industries
Peter G. Stanley (1)(2)(3)
Chairman of the Board
Emerging Growth Equities, Ltd.
Vincent A. Melchiorre (1)(3)
Senior Vice President, Bimbo Bakeries USA
OFFICERS OF
SUBSIDIARY
COMPANIES
J&J SNACK FOODS SALES CORP.
Alissa Davis
Vice President, Marketing
William Dougherty
Vice President, Finance
Country Home Bakers, LLC
Mimi Ford
Vice President, Educational Channel
Jeff Gaddy
Vice President, Bakery Operations
Ray Garcia
Vice President Controller
Tom Hunter
Vice President, General Manager
Uptown Bakeries
H. Robert Long
Vice President, Distribution
Bo Powell
Vice President, Sales - Food Service
Robyn Shreiber
Vice President, National Account Sales
John Stefanik
Vice President, Bakery Sales
Leong-Chai Tan
Vice President, Chief Financial Officer,
J&J Snack Foods Corp. of California
Steven J. Taylor
Vice President, Sales - Food Service
MIA PRODUCTS
Jay Montgomery
Vice President/General Manager
Ernest Fogle
Vice President, Research & Development
THE ICEE COMPANY
Dan Fachner
President
Scott Carter
Senior Vice President, Operations
Steve Every
Senior Vice President, Sales
David Lauder
Vice President and Chief Financial Officer
Rod Sexton
Vice President, Service Support
Jeff Johnson
Vice President, Field Service Operations
John Beilsmith
Vice President, Field Service Operations
Scott Logsdon
Vice President, Sales &
Brand Development
Dan O’Malley
Vice President, Sales &
Brand Development
Ken McKeon
Vice President, National Accounts
ICEE DE MEXICO, S.A. DE C.V
Andres Gonzàlez
Vice President/General Manager
PRETZELS, INC.
Gary Powell
President
HOM/ADE FOODS, INC.
Tony Hess
Vice President/General Manager
HILL & VALLEY, INC.
Doug Davidson
President
QUARTERLY COMMON STOCK DATA
MARKET PRICE
FISCAL 2018
HIGH
LOW
1st Quarter . . . . . . . . . . .
$157.33
$127.00
2nd Quarter . . . . . . . . . .
3rd Quarter . . . . . . . . . .
4th Quarter . . . . . . . . . .
153.99
158.41
159.05
128.53
125.98
139.90
FISCAL 2017
HIGH
LOW
1st Quarter . . . . . . . . . . .
$135.04
$102.81
2nd Quarter . . . . . . . . . .
3rd Quarter . . . . . . . . . .
4th Quarter . . . . . . . . . .
143.21
142.28
138.38
124.57
121.20
124.10
STOCK LISTING
The common stock of J&J Snack Foods Corp.
is traded on the NASDAQ Global Select
Market with the symbol JJSF.
TRANSFER AGENT AND REGISTRAR
American Stock Transfer & Trust Company
New York, NY
INDEPENDENT ACCOUNTANTS
Grant Thornton LLP
Philadelphia, PA
COUNSEL
Flaster Greenberg, PC
Cherry Hill, NJ
ANNUAL MEETING
The Annual Meeting of Shareholders
is scheduled for:
TUESDAY, FEBRUARY 5, 2019
10:00 AM
THE CROWNE PLAZA
2349 MARLTON PIKE WEST
CHERRY HILL, NJ
FORM 10 -K
Copies of the Company's Annual Report to
the Securities and Exchange Commission on
Form 10-K may be obtained without charge
by writing to:
J&J Snack Foods Corp.
6000 Central Highway
Pennsauken, NJ 08109
Attention: Marjorie Shreiber Roshkoff
or by accessing our website www.jjsnack.com
on which our SEC filings are made available or by
going to the SEC's Public Reference Room to read
and copy filings or by accessing the SEC's website,
www.sec.gov.
(1) Audit Committee Member (2) Compensation Committee Member (3) Nominating Committee Member
www.jjsnack.com
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