hisor SPV LLC.
used under license.
P R O F I L E
Traded Ticker "JJSF"
on Nasdaq
Selling in national
and international
markets
foodservice
retail
supermarkets
frozen
beverage
Three core
business groups
Preparing for
future innovation
and success
Our growing portfolio of product include 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
2020
2019
2018
2017
2016
2015
2014
2013
2012
2011
(In thousands except per share data)
Net Sales .............................
$ 1,022,038
$ 1,186,487
$ 1,138,265
$ 1,084,224
$ 992,781
$ 976,256
$ 919,451
$ 867,683
$ 830,796
$ 744,071
Net Earnings ....................
$
18,305
$
94,819
$
103,596
$
79,174
$
75,975
$
70,183
$
71,814
$
64,381
$
54,118
$ 55,063
Total Assets ......................
$ 1,056,553
$ 1,019,339
$ 932,013
$ 867,228
$ 790,487
$ 739,669
$ 704,773
$ 645,661
$ 603,044
$ 550,816
Long-Term Debt .............
Capital Leases .................
$
$
____
$ ____
717
$
1,057
Stockholders’ Equity...
$ 809,498
$ 833,751
$
$
$
____
1,077
$
$
____
$ ____
$ ____
$ ____
$ ____
$ ____
$ ____
1,244
$
1,600
$
1,469
$
520
$
347
$
687
$
801
759,091
$ 682,322
$ 637,974
$ 599,919
$ 562,518
$ 516,565
$ 475,487
$ 432,388
Common Share Data
EPS–Diluted ......................
Shares Outstanding ..
Dividends/Share ..........
$
0.96
$
5.00
$
5.51
$
4.21
$
4.05
$
3.73
$
3.82
$
3.41
$
2.86
$
2.93
18,915
18,895
18,754
18,663
18,668
18,676
18,663
18,677
18,780
18,727
$
2.30
$
2.00
$
1.80
$
1.68
$
1.56
$
1.44
$
1.28
$
0.64
$
0.52
$
0.47
NET SALES
(IN THOUSANDS)
,
7
8
4
6
8
1
,
1
$
,
5
6
2
8
3
1
,
1
$
,
4
2
2
4
8
0
,
1
$
,
8
3
0
2
2
0
,
1
$
1
8
7
,
2
9
9
$
,
6
5
2
6
7
9
$
,
1
5
4
9
1
9
$
3
8
6
,
7
6
8
$
6
9
7
,
0
3
8
$
,
1
7
0
4
4
7
$
1
5
7
,
3
3
8
$
,
8
9
4
9
0
8
$
STOCKHOLDERS’ EQUITY
(IN THOUSANDS)
,
1
9
0
9
5
7
$
,
2
2
3
2
8
6
$
4
7
9
,
7
3
6
$
,
9
1
9
9
9
5
$
,
8
1
5
2
6
5
$
,
5
6
5
6
1
5
$
,
7
8
4
5
7
4
$
,
8
8
3
2
3
4
$
NET EARNINGS
(IN THOUSANDS)
,
6
9
5
3
0
1
$
,
9
1
8
4
9
$
4
7
1
,
9
7
$
,
5
7
9
5
7
3 $
8
1
,
0
7
$
4
1
8
,
1
7
$
,
1
8
3
4
6
$
3
6
0
5
5
$
,
8
1
1
,
4
5
$
5
0
3
8
1
$
.
‘11
‘12
‘13
‘14
‘15
‘16
‘17
‘18
‘19
‘20
‘11 ‘12
‘13
‘14
‘15
‘16
‘17
‘18
‘19
‘20
‘11
‘12
‘13
‘14
‘15
‘16
‘17
‘18
‘19
‘20
C O R P O R A T
I N F O R M A T I O N
OFFICERS
Gerald B. Shreiber
Chairman of the Boa
Chief Executive Offic
Daniel Fachner
President
Robert M. Radano
Senior Vice Presiden
Chief Operating Offic
Ken Plunk
Senior Vice Presiden
Chief Financial Offic
Robert Pape
Senior Vice Presiden
Marjorie S. Roshkoff,
Vice President, In-Ho
and Corporate Secret
John Griffith
Chief Information Of
DIRECTORS
Gerald B. Shreiber
Chairman of the Boa
Chief Executive Offic
Marjorie S. Roshkoff,
Vice President, In-Ho
and Corporate Secret
Sidney R. Brown (1)(2
Chief Executive Offic
NFI Industries
Peter G. Stanley (1)(2
Chairman of the Boa
Emerging Growth Equ
Vincent A. Melchiorre
Senior Vice President
Bimbo Bakeries, USA
(1) Audit Committee Member (2
ANNUAL MEE
YOU ARE INVITED TO
VIRTUAL ANNUAL M
OF J&J SNACK FOO
THE MEETING WILL
WEDNESDAY, FEB
10AM EASTERN T
T O O U R S H A R E H O L D E R S A N D F R I E N D S
I am so proud of the strength and fortitude shown by our associates,
customers, suppliers and stakeholders in such a challenging
environment this year. We’ve faced “unprecedented” challenges in our
49th year as our 2020 business results and customers have been
significantly impacted by the COVID-19 global pandemic. While our
financial results fell below historical expectations, our company
has remained strong and well positioned for future growth.
RESULTS
IN BRIEF
NET SALES
OPERATING INCOME
EARNINGS PER DILUTED SHARE
(000)’s
(000)’s
$
$
$
1,022,038
17,194
0.96
Our sales decline was due to the numerous shelter in place orders limiting our distribution in many of our sales
channels such as recreational, sporting activities, movie theatres and schools. Despite this economic downturn,
we still earned a profit and generated positive cash flow. We tightened our belts, made changes and are moving
our way forward, in the only way we know how – as dedicated and loyal employees of J&J Snack Foods Corp.
We are fortunate, that in a year full of uncertainty and venue closures nationwide, our financial position remains
strong. I’m proud of the spirit of this Company and the fortitude, willingness and commitment of our associates
to satisfy our customers and consumers each and every day.
We have continued to better our manufacturing plants, refine and improve our products, and train our people.
We continue to look for new avenues of sales and growth. We continue to search for acquisitions which will fit
within our niche. We are confident that we will be able to nimbly and successfully recover and power through this
unprecedented year and pandemic.
Yes, 2020 fell short of our prior years’ performance, but we have a proven history of growth over the past 49 years.
I remain confident in our business and proud of what we have accomplished. J&J Snack Foods stands proud,
with the will to evolve and emerge as a stronger and even more successful company.
Sincerely,
Dan Fachner
Dan Fachner
President
A N N U A L
R E P O R T
2 0 2 0
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
FISCAL YEAR ENDED SEPTEMBER 26, 2020
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
TRANSITION PERIOD FROM ______ TO ______
Registrant's telephone number, including area code: (856) 665-9533
Commission File No. 000-14616
J&J SNACK FOODS CORP.
(Exact name of registrant as specified in its charter)
New Jersey
(State or other jurisdiction of incorporation or organization)
6000 Central Highway
Pennsauken, New Jersey
(Address of principal executive offices)
Securities Registered Pursuant to Section 12(b) of the Act:
22-1935537
(I.R.S. Employer Identification No.)
08109
(Zip Code)
Title of Each Class
Common Stock, no par value
Trading Symbols(s)
JJSF
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 ☒ 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 ☒
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒
Non-accelerated filer ☐
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 has filed a report on and attestation to its management’s assessment of the effectiveness of
its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report. Yes ☒ No ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
March 28, 2020 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 $1,729,959,562, based on the last sale price on March 28, 2020 of $114.56 per
share. As of November 19, 2020, 18,953,680 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 10, 2021
DOCUMENTS INCORPORATED BY REFERENCE
are incorporated by reference into Part III of this report.
J & J SNACK FOODS CORP.
2020 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
Note About Forward-Looking Statements
Item 1
Item 1A
Item 1B
Item 2
Item 3
Item 4
Business
Risk Factors
Unresolved Staff Comments
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
Financial Statements And Supplementary Data
Item 8
Changes In And Disagreements With Accountants On Accounting And Financial Disclosure
Item 9
Controls and Procedures
Item 9A
Other Information
Item 9B
PART III
Item 10
Item 11
Item 12
Item 13
Item 14
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters
Certain Relationships And Related Transactions, and Director Independence
Principal Accountant Fees and Service
Item 15
Exhibits, Financial Statement Schedules
PART IV
Page
1
1
6
10
10
11
11
12
13
14
26
26
26
26
27
28
29
29
29
29
30
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.
Part I
Item 1.
Business
General
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** 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 SUPREME STUFFERS 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 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 sticks
and ICEE Squeeze-Up Tubes. 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 20% of
the Company’s revenue in fiscal year 2020, 21% in 2019 and 21% in 2018.
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, 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 12% of the Company’s revenue
in fiscal year 2020, 10% in 2019 and 10% in 2018.
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 5% of the Company’s sales in
fiscal year 2020, 6% in 2019 and 6% in 2018. 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 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 2020, 4% in 2019 and 5% in 2018.
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 35% of the Company’s sales in fiscal year 2020, 32% in 2019
and 33% in 2018.
Frozen Beverages
The Company markets frozen beverages primarily under the names ICEE, SLUSH PUPPIE and PARROT ICE
which are sold primarily in the United States, Mexico and Canada. Frozen beverages are sold in the Frozen Beverages
segment.
Frozen beverage sales amounted to 10% of the Company’s revenue in fiscal year 2020, 15% in 2019 and 15% in
2018.
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 11% of the Company’s sales in fiscal year 2020,
11% in 2019 and 10% in 2018.
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 145,000 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 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%, 43% and 43% of our sales during fiscal years 2020, 2019 and 2018, respectively, with our largest customer
accounting for 13% of our sales in 2020, 11% of our sales in 2019 and 9-1/2% of our sales in 2018. Three of the ten customers
in 2020 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 and ICEE Squeeze-Up Tubes, MARY
B’S biscuits and dumplings, DADDY RAY’S fig and fruit bars and HILL & VALLEY baked goods. 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 50 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; Tampa, Florida; Solon, Ohio; Weston, Oregon; Holly Ridge, North Carolina and Rock Island,
Illinois. Frozen beverages and machine parts are distributed from 177 Company managed warehouse and distribution facilities
located in 44 states, Mexico and Canada, which allow the Company to directly service its customers in the surrounding areas.
The Company’s products are shipped in refrigerated and other vehicles from the Company’s manufacturing and warehouse
facilities on a fleet of Company operated tractor-trailers, trucks and vans, as well as by independent carriers.
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 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 the trademark ICEE in all of the United 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.
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.
5
In Frozen Beverages the Company competes directly with other frozen beverage companies. 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
$15,421,000, $33,906,000 and $32,459,000 in fiscal years 2020, 2019 and 2018, respectively. At September 26, 2020, the
total assets of our foreign operations were approximately $20 million or 1.9% of total assets. At September 28, 2019, the total
assets of our foreign operations were approximately $26 million or 2.6% of total assets.
Employees
The Company has about 4,100 full and part time employees and approximately 1,000 workers employed by staffing
agencies as of September 26, 2020. 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 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 Related to COVID-19
The global COVID-19 pandemic of 2020 continues to affect our operations. Approximately 2/3 of our sales are to
venues and locations that have shut down or sharply curtailed their foodservice operations over the past nine months so we
anticipate COVID-19 will continue to have a negative impact on our business as the uncertainty surrounding the future of the
pandemic and varying state and local laws on public gatherings, shelter in place ordinances and virtual schooling at all levels
continues. The impact of the pandemic on our operations to date is discussed in Item 7. Management’s Discussion And
Analysis Of Financial Condition And Results Of Operations of this Form 10-K. The extent of the future impact of COVID-
19 on our operations depends on future developments of the virus and its effects which is uncertain at this point in time.
6
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.
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 depend on the skills, working relationships, and continued services of key
personnel, including our experienced management team. We must hire, train and develop effective employees. We compete
with other companies both within and outside of our industry for talented personnel, and we may lose key personnel or fail
to attract, train, and retain other talented personnel. In addition, our ability to achieve our operating goals depends on our
ability to identify, hire, train, and retain qualified individuals. Any such loss or failure could adversely affect our product
sales, financial condition, and operating results.
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%, 43% and 43% of our sales during fiscal years 2020, 2019 and 2018, respectively, with our largest customer
accounting for 13% of our sales in 2020, 11% of our sales in 2019 and 9-1/2% of our sales in 2018.
Three of the ten customers in 2020 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.
7
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 and Distribution
Our ability to purchase, manufacture and distribute products is critical to our success. Because we source certain
products from single manufacturing sites, it is possible that we could experience a production disruption that results in a
reduction or elimination of the availability of some of our products. If we are not able to obtain alternate production capability
in a timely manner, or on favorable terms, it could have a negative impact on our business, results of operations, financial
condition and cash flows, including the potential for long-term loss of product placement with various customers. We are
also subject to risks of other business disruptions associated with our dependence on production facilities and distribution
systems. Natural disasters, terrorist activity, cyberattacks or other unforeseen events could interrupt production or distribution
and have a material adverse effect on our business, results of operations, financial condition and cash flows, including the
potential for long-term loss of product placement with our customers.
Risks Relating to the Availability and Costs of Transportation
Our ability to obtain adequate and reasonably priced methods of transportation to distribute our products, including
refrigerated trailers for many of our products, is a key factor to our success. Delays in transportation, including weather-
related delays, could have a material adverse effect on our business and results of operations. Further, higher fuel costs and
increased line haul costs due to industry capacity constraints, customer delivery requirements and a more restrictive regulatory
environment could also negatively impact our financial results. We pay fuel surcharges that fluctuate with the price of diesel
fuel to third-party transporters of our products, and such surcharges can be substantial. Any sudden or dramatic increases in
the price of diesel fuel would serve to increase our fuel surcharges and our cost of goods sold. If we were unable to pass
higher freight costs to our customers in the form of price increases, those higher costs could have a material adverse effect
on our business, results of operations, financial condition and cash flows.
Risks Relating to Manufacturing Capacity Constraints
Our current manufacturing resources may be inadequate to meet significantly increased demand for some of our
food products. Our ability to increase our manufacturing capacity depends on many factors, including the equipment delivery,
construction lead-times, installation, qualification, regulatory permitting and regulatory requirements. A lack of sufficient
manufacturing capacity to meet demand could cause our customer service levels to decrease, which may negatively affect
customer demand for our products and customer relations generally, which in turn could have a material adverse effect on
our business, results of operations, financial condition and cash flows. In addition, operating facilities at or near capacity may
also increase production and distribution costs and negatively affect relations with our employees or contractors, which could
result in disruptions in our operations.
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:
--
--
a classified Board of Directors;
the requirement that our shareholders may only remove Directors for cause;
8
--
--
--
--
--
--
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 and Chief Executive Officer and Chairman of the Board of Directors of the
Company and the current beneficial owner of 19% 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 the Company is greatly impacted by his leadership and decisions.
Risk Related to Increases in our Health Insurance Costs
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. Because of the breadth and complexity of health care 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 new
or existing health care reform laws or changes in enforcement policies 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 Changes in the Business
Our ability to successfully manage changes to our business processes, including selling, distribution, product
capacity, information management systems and the integration of acquisitions, will directly affect our results of operations.
Risks Associated with Foreign Operations
Foreign operations generally involve greater risk than doing business in the United States. Foreign economies differ
favorably or unfavorably from the United States’ economy in such respects as the level of inflation and debt, which may
result in fluctuations in the value of the country’s currency and real property. Further, there may be less government regulation
in various countries, and difficulty in enforcing legal rights outside the United States. Additionally, in some foreign countries,
there is the possibility of expropriation or confiscatory taxation limitations on the removal of property or other assets, political
or social instability or diplomatic developments which could affect the operations and assets of U.S. companies doing business
in that country. Sales of our foreign operations were $15,421,000, $33,906,000 and $32,459,000 in fiscal years 2020, 2019
and 2018, respectively. At September 26, 2020, the total assets of our foreign operations were approximately $20 million or
1.9% of total assets. At September 28, 2019, the total assets of our foreign operations were approximately $26 million or
2.6% 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.
9
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.
We may experience difficulties in implementing the final phases of our new enterprise resource planning system.
We are in the late stages of a multi-year implementation of a new enterprise resource planning system (“ERP”), which is
replacing our existing financial and operating systems. The design and implementation of this new ERP has required an
investment of significant personnel and financial resources, including substantial expenditures for outside consultants and
software. We may not be able to implement the ERP successfully without experiencing delays, increased costs and other
difficulties, including potential design defects, miscalculations, testing requirements, and the diversion of management’s
attention from day-to-day business operations. If we are unable to implement the new ERP as planned, the effectiveness of
our internal control over financial reporting could be adversely affected, our ability to assess those controls adequately could
be delayed, and our business, results of operations, financial condition and cash flows could be negatively impacted.
Risks Associated with Real or Perceived Safety Issues Regarding our Food Products
We sell food products for human consumption, which involves risks such as product contamination or spoilage,
product tampering, other adulteration of food products, mislabeling, and misbranding. We can be impacted by both real and
unfounded claims regarding the safety of our operations, or concerns regarding mislabeled, adulterated, contaminated or
spoiled food products. Any of these circumstances could necessitate a voluntary or mandatory recall due to a substantial
product hazard, a need to change a product’s labeling or other consumer safety concerns. A pervasive product recall may
result in significant loss due to the costs of a recall, related legal claims, including claims arising from bodily injury or illness
caused by our products, the destruction of product inventory, or lost sales due to product unavailability. A highly publicized
product recall, whether involving us or any related products made by third parties, also could result in a loss of customers or
an unfavorable change in consumer sentiment regarding our products or any category in which we operate. In addition, an
allegation of noncompliance with federal or state food laws and regulations could force us to cease production, stop selling
our products or create significant adverse publicity that could harm our credibility and decrease market acceptance of our
products. Any of these events could have a material adverse effect on our business, results of operations, financial condition
and cash flows.
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.
10
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.
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 2022.
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 2026. 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’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 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 84,000 square feet of office space in LaVergne (Nashville) Tennessee through February 2035
for its ICEE headquarters.
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
11
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 28, 2019 and September 26, 2020.
Fiscal 2019
First quarter
Second quarter
Third quarter
Fourth quarter
Fiscal 2020
First quarter
Second quarter
Third quarter
Fourth quarter
Common Stock Market Price
High
Low
Dividend
Declared
$
$
162.80 $
162.84
167.50
196.84
195.72 $
189.16
143.69
142.64
138.65 $
138.40
150.61
159.63
178.87 $
105.67
117.90
115.00
0.50
0.50
0.50
0.50
0.575
0.575
0.575
0.575
As of September 26, 2020, we had approximately 26,000 beneficial shareholders.
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.
We did not purchase any shares of our common stock in our fiscal year ended September 28, 2019.
In our fiscal year ended September 26, 2020, we purchased and retired 65,648 shares of our common stock at a cost
of $8,972,292, all of which was purchased in our second 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. 318,858 shares remain to be purchased under this plan.
For information on the Company’s Equity Compensation Plans, please see Item 12 herein.
12
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 2018, 2019 and 2020.
Fiscal year ended in September
(In thousands except per share data)
2020
2019
2018
2017
2016
Net Sales
Net Earnings
Total Assets
Long-Term Debt
Finance Lease Liabilities
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
18,305 $
$ 1,022,038 $ 1,186,487 $ 1,138,265 $ 1,084,224 $ 992,781
$
75,975
94,819 $
867,228 $ 790,487
$ 1,056,553 $ 1,019,339 $
-
$
- $
- $
$
1,600
1,057 $
717 $
682,322 $ 637,974
809,498 $ 833,751 $
$
103,596 $
932,013 $
- $
1,077 $
759,091 $
- $
1,244 $
79,174 $
$
$
$
0.96 $
0.97 $
18,915
2.30 $
5.00 $
5.04 $
18,895
2.00 $
5.51 $
5.54 $
18,754
1.80 $
4.21 $
4.23 $
18,663
1.68 $
4.05
4.07
18,668
1.56
13
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 adopted the new revenue recognition guidance on the first day of our fiscal 2019 year
using a modified retrospective approach; however, we did not record a cumulative-effect adjustment from initially applying
the standard as the adoption did not have a material impact on our financial position or results of operations. We completed
a review of customer contracts and evaluated the impact of the new standard on certain common practices currently employed
by us. We also finalized our assessment of the impact on our accounting policies, processes, system requirements, internal
controls and disclosures.
When Performance Obligations Are Satisfied
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the
unit of account for revenue recognition. A contract’s transaction price is allocated to each distinct performance
obligation and recognized as revenue when, or as, the performance obligation is satisfied.
The singular performance obligation of our customer contracts for product and machine sales is determined by each
individual purchase order and the respective products ordered, with revenue being recognized at a point-in-time
when the obligation under the terms of the agreement is satisfied and product control is transferred to our customer.
Specifically, control transfers to our customers when the product is delivered to, installed or picked up by our
customers based upon applicable shipping terms, as our customers can direct the use and obtain substantially all of
the remaining benefits from the product at this point in time. The performance obligations in our customer contracts
for product are generally satisfied within 30 days.
The singular performance obligation of our customer contracts for time and material repair and maintenance
equipment service is the performance of the repair and maintenance with revenue being recognized at a point-in-
time when the repair and maintenance is completed.
The singular performance obligation of our customer repair and maintenance equipment service contracts is the
performance of the repair and maintenance with revenue being recognized over the time the service is expected to
be performed. Our customers are billed for service contracts in advance of performance and therefore we have
contract liability on our balance sheet.
14
Significant Payment Terms
In general, within our customer contracts, the purchase order identifies the product, quantity, price, pick-up
allowances, payment terms and final delivery terms. Although some payment terms may be more extended, presently
the majority of our payment terms are 30 days. As a result, we have used the available practical expedient and,
consequently, do not adjust our revenues for the effects of a significant financing component.
Shipping
All amounts billed to customers related to shipping and handling are classified as revenues; therefore, we recognize
revenue for shipping and handling fees at the time the products are shipped or when services are performed. The
cost of shipping products to the customer is recognized at the time the products are shipped to the customer and our
policy is to classify them as Distribution expenses.
Variable Consideration
In addition to fixed contract consideration, our contracts include some form of variable consideration, including
sales discounts, trade promotions and certain other sales and consumer incentives, including rebates and coupon
redemptions. In general, variable consideration is treated as a reduction in revenue when the related revenue is
recognized. Depending on the specific type of variable consideration, we use the most likely amount method to
determine the variable consideration. We believe there will be no significant changes to our estimates of variable
consideration when any related uncertainties are resolved with our customers. We review and update our estimates
and related accruals of variable consideration each period based on historical experience.
Warranties & Returns
We provide all customers with a standard or assurance type warranty. Either stated or implied, we provide assurance
the related products will comply with all agreed-upon specifications and other warranties provided under the law.
No services beyond an assurance warranty are provided to our customers.
We do not grant a general right of return. However, customers may return defective or non-conforming products.
Customer remedies may include either a cash refund or an exchange of the product. We do not estimate a right of
return and related refund liability as returns of our products are rare.
Contract Balances
Our customers are billed for service contracts in advance of performance and therefore we have contract liability on
our balance sheet as follows:
Beginning Balance
Additions to contract liability
Amounts recognized as revenue
Ending Balance
Fiscal Year Ended
September 26,
September 28,
2020
2019
(in thousands)
$
$
1,334 $
5,526
(5,533)
1,327 $
1,865
6,308
(6,839)
1,334
Disaggregation of Revenue
See Note O of the Notes to our Consolidated Financial Statements for disaggregation of our net sales by class of
similar product and type of customer.
Allowance for Doubtful Receivables
We provide an allowance for doubtful receivables after taking into consideration historical experience and other
factors. The allowance for doubtful receivables was $1,388,000 and $572,000 on September 26, 2020 and September
28, 2019, respectively. Our allowance has increased based on our assessment of collectability considering the impact
of COVID-19 on some of our customers.
15
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 have approximately 15 customers with accounts receivable balances of between $1 million to $10 million with one
customer having a balance of approximately $15 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 $1,105,000,
$389,000 and $259,000 for the fiscal years 2020, 2019 and 2018, respectively. At September 26, 2020 and September 28,
2019, our accounts receivable were $126,587,000 and $140,938,000 net of an allowance for doubtful accounts of $1,388,000
and $572,000.
Asset Impairment – We have three reporting units with goodwill totaling $121,833,000 as of September 26, 2020.
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 26, 2020 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
future operating
considerable management
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 1,600 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 26, 2020 and September 28, 2019 was
$1,737,000 and $1,392,000, 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.
16
We self-insure, up to loss limits, worker’s compensation, automobile and general 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 2020 and 2019 was $5,300,000 and $3,300,000, respectively. Our total recorded
liability for all years’ claims incurred but not yet paid was $12,800,000 and $8,700,000 at September 26, 2020 and September
28, 2019, respectively. We estimate the liability based on total incurred claims and paid claims adjusting for loss development
factors which account for the development of open claims over time. We estimate the amounts we expect to pay for some
insurance years by multiplying incurred losses by a loss development factor which is based on insurance industry averages
and the age of the incurred claims; our estimated liability is then the 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 both September 26, 2020 and September 28, 2019, we had outstanding letters of credit totaling $9,275,000.
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 Year 2020 (52 weeks) Compared to Fiscal Year 2019 (52 weeks)
Net sales decreased $164,449,000, or 14%, to $1,022,038,000 in fiscal 2020 from $1,186,487,000 in fiscal 2019.
Excluding sales from the acquisition of ICEE Distributors in October 2019 and BAMA ICEE in February 2020, sales
decreased 15% for the year. Sales for our fourth quarter improved to being down approximately 19% from a year ago
compared to being down 34% from a year ago in our third quarter as parts of the economy that impact our operations continue
to open up. Approximately 2/3 of the Company’s sales are to venues and locations that have shut down or sharply curtailed
their foodservice operations, and therefore we anticipate COVID-19 will continue to have a negative impact on our business.
As we have $278 million of cash and marketable securities on our balance sheet, up from $267 million at March 28, 2020,
we do not expect to have any liquidity issues, nor do we anticipate a material amount of our assets would be impaired.
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.
17
FOOD SERVICE
Sales to food service customers decreased $117,094,000, or 16%, to $618,893,000 in fiscal 2020. Soft pretzel sales
to the food service market decreased 28% to $150,786,000 for the year. Frozen juice bar and ices sales decreased $8,496,000,
or 19%, to $35,176,000 for the year. Churro sales to food service customers were down 29% to $46,881,000 for the year.
Sales of bakery products decreased $26,506,000, or 7%, to $332,514,000 for the year. Handheld sales to food service
customers were up 14% to $36,088,000 in 2020 with sales of a new product to a warehouse club store customer accounting
for all of the increase. Sales of funnel cake decreased $8,170,000, or 33% to $16,623,000. Sales were down across all product
lines except handhelds as many of the venues and locations where our products are sold had been shut down or operated at
reduced capacity for some or all of the third and fourth quarters due to COVID-19.
Sales of new products in the first twelve months since their introduction were approximately $5 million for the year.
Operating income in our Food Service segment decreased from $76,546,000 in 2019 to $6,458,000 in 2020 primarily because
of lower production and sales volume due to COVID-19. This year’s operating income was impacted by plant shutdown
impairment costs of $6,387,000 for the shutdown of one of our manufacturing plants. We expect to reduce manufacturing
overhead and distribution costs by about $7-8 million annually as a result of this plant closure. This year also included
approximately $6 million of costs for employee safety and increased COVID-19 compensation as well as increased expense
of about $3.5 million for accounts receivable allowances and inventory losses due to the impact of COVID-19 on some of
our customers and on sales of some of our products.
RETAIL SUPERMARKETS
Sales of products to retail supermarkets increased $32,573,000 or 23% to $177,165,000 in fiscal year 2020. Soft
pretzel sales to retail supermarkets were $49,157,000, an increase of $12,893,000, or 36%, from sales in 2019. Sales of frozen
juices and ices increased $14,992,000 or 20% to $88,743,000. Sales of biscuits and dumplings increased 12% to $28,317,000
for the year. Coupon redemption costs, a reduction of sales, of $3,569,000 were down less than 1 % from 2019. Handheld
sales to retail supermarket customers increased 13% to $12,303,000 for the year. Sales were generally higher for all product
lines as sales in the year ago periods were impacted by lost volume and placements due the price increases implemented in
last year’s first quarter and because of increased sales to supermarkets generally since mid-March 2020 due to COVID-19.
Sales of new products in the first twelve months since their introduction were approximately $1 million in fiscal
year 2020. Operating income in our Retail Supermarkets segment increased from $10,460,000 to $23,202,000 for the year
primarily due to higher volume.
FROZEN BEVERAGES
Total frozen beverage segment sales decreased 26% to $225,980,000 in fiscal 2020 and beverage sales decreased
38% or $64,816,000 for the year. Excluding sales from the acquisition of ICEE Distributors in October 2019 and BAMA
ICEE in February 2020, total frozen beverage segment sales decreased 30% for the year and beverage sales decreased 45%
for the year. Gallon sales were down 41% from last year exclusive of ICEE Distributors’ gallons. Service revenue decreased
3% to $83,420,000 for the year with sales increases and decreases spread throughout our customer base with additional sales
to existing customers and to new customers to largely offset declines in sales business to customers due to COVID-19.
Machines revenue, primarily sales of machines, decreased from $45,811,000 in 2019 to $33,986,000 in 2020 with the decrease
due to two significant install projects during the prior fiscal year, as well as the slowdown due to COVID-19. Sales are down
across all product lines as many of the venues and locations where our products are sold have been shut down or operating at
reduced capacity for some or all of the third and fourth quarters due to COVID-19.
The estimated number of Company owned frozen beverage dispensers was 27,000 and 26,000 at September 26,
2020 and September 28, 2019, respectively. Our Frozen Beverage segment had an operating loss of $12,466,000 in 2020
compared to operating income of $29,950,000 in 2019 primarily as a result of lower sales volume due to COVID-19. This
year’s operating income was also impacted by relocation costs of our ICEE’s headquarters of $2.5 million.
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.
18
Gross profit as a percentage of sales decreased to 23.33% in 2020 from 29.53% in 2019. Gross profit percentage
decreased because of lower volume in our food service and frozen beverages segments, higher costs related to production
disruptions due to volume mix changes, expenses related to employee safety and increased COVID-19 compensation and
increased cost compared to last year of about $4.5 million for the writedown and disposal of inventory.
Total operating expenses decreased $12,212,000 to $221,233,000 in fiscal 2020 but as a percentage of sales
increased to 21.64% of sales from 19.68% in 2019. Operating expenses this year included $6,387,000 of plant shutdown
impairment costs for the shutdown of one of our manufacturing plants. Marketing and selling expenses increased to 8.31%
this year from 8.13% of sales in 2019. Distribution expenses as a percent of sales increased to 9.08% from 8.00% in 2019.
Administrative expenses were 3.60% and 3.43% of sales in 2020 and 2019, respectively. The percentage increases mentioned
above were because of the drop in sales (lower denominators) and our inability to reduce expenses in line with the decrease
in sales because of fixed costs that do not fluctuate with sales.
Operating income decreased $99,762,000 or 85% to $17,194,000 in fiscal year 2020 as a result of the aforementioned
items.
Our investments generated before tax income of $4,356,000 million this year, down from $7,741,000 last year due
to decreases in the amount of investments and lower interest rates.
Other income in 2019 includes a $2.0 million payment received from a customer due to cancellation of production
under a co-manufacturing agreement.
Other income in 2018 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 in January 2018.
Net earnings in 2019 benefitted by a reduction of approximately $900,000 in tax as the provision for the one-time
repatriation tax under the Tax Cuts and Jobs Act recorded in 2018 was reduced as the amount recorded in 2018 was an
estimate. Excluding the reduction in the provision for the one-time repatriation tax, our effective tax rate was 25.8% for
2019. Net earnings for the 2020 year benefited from a reduction in income tax expense related to state taxes of approximately
$2.2 million. Excluding this benefit, our effective tax rate in our fiscal 2020 year was 25.0%.
Net earnings decreased $76,514,000 or 81%, in fiscal 2020 to $18,305,000, or $.96 per diluted share, from
$94,819,000 or $5.00 per diluted share, in fiscal 2019 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.
RESULTS OF OPERATIONS:
Fiscal 2019 (52 weeks) Compared to Fiscal Year 2018 (52 weeks)
In fiscal 2020, due to a change in management and the reporting of our MARY B’s biscuit operations, which had
sales and operating income of $25,316,000 and $1,584,000, respectively, in our 2019 fiscal year, we have reclassified the
operations from our Food Service segment to our Retail Supermarket segment. The amounts below have not been adjusted
to reflect this reclassification.
Net sales increased $48,222,000, or 4%, to $1,186,487,000 in fiscal 2019 from $1,138,265,000 in fiscal 2018.
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.
19
FOOD SERVICE
Sales to food service customers increased $15,659,000, or 2 percent, to $761,603,000 in fiscal 2019. Soft pretzel
sales to the food service market increased about 1/3 of 1 percent to $209,227,000 for the year with higher sales to convenience
store chains offset by lower sales to restaurant chains and with sales increases and decreases throughout our customer base.
Our line of BRAUHAUS pretzels contributed to the increased sales. Frozen juice bar and ices sales increased $1,308,000, or
3%, to $43,672,000 for the year due primarily to higher sales to warehouse club stores. Churro sales to food service customers
were up 7% to $65,976,000 for the year with sales increases and decreases across our customer base but with particularly
strong sales to warehouse club stores. Sales of bakery products increased $13,245,000, or 4%, to $384,636,000 for the year
with increased sales to one customer accounting for all of the increase. Handheld sales to food service customers were down
19% to $31,685,000 in 2019 with sales decreases to three customers accounting for all of the decrease. Sales of funnel cake
increased $3,223,000, or 15% to $24,793,000 due primarily to increased sales to a quick service restaurant under a limited
time offer in our second quarter. Overall food service sales to restaurant chains were down about 2% for the year. Sales of
new products in the first twelve months since their introduction were approximately $13.5 million for the year. Price increases
accounted for approximately $15 million of sales for the year and net volume including new product sales were essentially
flat. Operating income in our Food Service segment increased from $74,056,000 in 2018 to $78,130,000 in 2019 resulting
from benefits of improved operations at several of our manufacturing facilities and increased pricing.
RETAIL SUPERMARKETS
Sales of products to retail supermarkets decreased $1,663,000 or 1% to $119,276,000 in fiscal year 2019. Soft pretzel
sales to retail supermarkets were $36,264,000 compared to $36,438,000 in 2018. Strong pretzel sales increases from sales of
AUNTIE ANNE’S products were offset by lower sales of our SUPER PRETZEL products. Sales of frozen juices and ices
decreased $684,000 or 1% to $73,751,000 as we lost some volume and placements due to price increases. Coupon redemption
costs, a reduction of sales, decreased 19% to $3,596,000 for the year. Handheld sales to retail supermarket customers
decreased 12% to $10,902,000 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 $1 million in fiscal
year 2019. Price increases provided about $4 million of sales for the year and net volume decreased about $5.5 million for
the year. Operating income in our Retail Supermarkets segment increased from $8,304,000 to $8,876,000 for the year. The
primary contribution to the higher operating income this year was increased pricing.
FROZEN BEVERAGES
Frozen beverage and related product sales increased 13% to $305,608,000 in fiscal 2019. Beverage sales alone
increased 7% or $10,883,000 for the year with increases and decreases throughout our customer base. About one third of the
beverage sales increase was from increased flow through sales to one distributor which did not benefit operating income.
Gallon sales were up 3% in our base ICEE business, with sales increases spread throughout our customer base. Service
revenue increased 8% to $85,103,000 for the year with sales increases and decreases spread throughout our customer base.
Machines revenue, primarily sales of machines, increased from $28,652,000 in 2018 to $45,811,000 in 2019 with sales to
two customers accounting for most of the increase. The estimated number of Company owned frozen beverage dispensers
was 26,000 and 25,000 at September 28, 2019 and September 29, 2018, respectively. Operating income in our Frozen
Beverage segment increased from $28,415,000 in 2018 to $29,950,000 in 2019 as a result of higher sales.
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 was essentially unchanged at 29.53% in 2019 and 29.54% in 2018 as the benefits
of improved operations at several of our manufacturing facilities and increased pricing were offset by increases in lower
margin sales of machines in our frozen beverages segment and increases in lower margin sales of bakery products in our food
service segment.
20
Total operating expenses increased $7,934,000 to $233,445,000 in fiscal 2019 and as a percentage of sales decreased
to 19.68% of sales from 19.81% in 2018. Marketing expenses decreased to 8.13% this year from 8.38% of sales in 2018
because of modest spending increases in all of our businesses. Distribution expenses as a percent of sales decreased to 8.00%
from 8.11% in 2018 because freight rates have dropped from last year. Administrative expenses were 3.43% and 3.32% of
sales in 2019 and 2018, respectively.
Operating income increased $6,181,000 or 6% to $116,956,000 in fiscal year 2019 as a result of the aforementioned
items.
Our investments generated before tax income of $7.7 million this year, up from $6.3 million last year due to increases
in the amount of investments and higher interest rates.
Other income in 2019 includes a $2.0 million payment received from a customer due to cancellation of production
under a co-manufacturing agreement.
Other income in 2018 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 in January 2018.
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 $20.7 million gain, or $1.11 per diluted share,
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 which was
partially offset by a $1.2 million, or $.06 per diluted share, provision for the one time repatriation tax, both of which resulted
from the Tax Cuts and Jobs Act enacted in December 2017. Net earnings for the year were also impacted 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 was 27.7% in the year ended September 29, 2018. Net earnings this year benefitted by a reduction of approximately
$900,000 in tax as the provision for the one-time repatriation tax was reduced as the amount recorded last year was an
estimate. Excluding the reduction in the provision for the one-time repatriation tax, our effective tax rate was 25.8% for this
year.
Net earnings decreased $8,777,000 or 8%, in fiscal 2019 to $94,819,000, or $5.00 per diluted share, from
$103,596,000, or $5.51 per diluted share, in fiscal 2018 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.
RESULTS OF OPERATIONS
ACQUISITIONS
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.
21
On October 1, 2019, we acquired the assets of ICEE Distributors LLC, based in Bossier City, Louisiana for
approximately $45 million. ICEE Distributors does business in Arkansas, Louisiana and Texas with annual sales of
approximately $13 million. Sales and operating income of ICEE Distributors were $11.4 million and $3.6 million for the year
ended September 26, 2020.
On February 4, 2020, we acquired the assets of BAMA ICEE, based in Birmingham, Alabama for approximately
$12 million. BAMA ICEE does business in Alabama and Georgia with annual sales of approximately $3.5 million. Sales and
operating income of BAMA ICEE were $1.7 million and $630,000 for the year ended September 26, 2020.
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 $2,599,000 in accumulated other comprehensive loss in 2020,
$909,000 in accumulated other comprehensive loss in 2019 and $2,738,000 in accumulated other comprehensive loss in 2018.
In 2020, sales of the two subsidiaries were $15,421,000 as compared to $33,906,000 in 2019 and $32,459,000 in 2018. The
sales decrease in 2020 was the result of COVID-19.
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.
We did not purchase any shares of our common stock in our fiscal year ended September 28, 2019.
In our fiscal year ended September 26, 2020, we purchased and retired 65,648 shares of our common stock at a cost
of $8,972,292.
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 26, 2020 or at September 28, 2019. 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 26, 2020.
We self-insure, up to loss limits, certain insurable risks such as worker's compensation, automobile and general
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 2020 and 2019 was $5,300,000 and $3,300,000,
respectively. In connection with certain self-insurance agreements, we customarily enter into letters of credit arrangements
with our insurers. At both September 26, 2020 and September 28, 2019, we had outstanding letters of credit totaling
$9,275,000.
22
The following table presents our contractual cash flow commitments on long-term debt, operating leases and
purchase commitments for raw materials and packaging. See Notes to the consolidated financial statements for additional
information on our long-term debt and operating leases.
Payments Due by Period
(in thousands)
Less
Than
1 Year
Total
1-3
4-5
Years
Years
After
5 Years
Long-term debt, including current maturities
Finance lease liabilities
Purchase commitments
Operating lease liabilities
Total
$
$
- $
717
75,000
68,560
144,277 $
- $
349
75,000
13,906
89,255 $
- $
247
-
22,412
22,659 $
- $
121
-
12,713
12,834 $
-
-
-
19,529
19,529
The purchase commitments do not exceed our projected requirements over the related terms and are in the normal
course of business.
Fiscal 2020 Compared to Fiscal 2019
Cash and cash equivalents and marketable securities held to maturity and available for sale decreased $64,886,000
or 19%, to $277,863,000 from a year ago for reasons described below.
Accounts receivables, net decreased $14,351,000, or 10%, to $126,587,000 in 2020 because of lower sales in this
year’s September month and timing of collections. Inventories decreased $7,242,000 or 6% to $108,923,000 in 2020 due to
lower sales this year.
Prepaid expenses and other was $17,087,000 compared to $5,768,000 last year, as prepaid income tax increased by
$11,552,000 as payments in the first six months were based on pre-COVID expectations.
Net property, plant and equipment increased $8,168,000 to $261,616,000 because purchases of property, plant and
equipment for the improvement and expansion of our manufacturing capabilities and frozen carbonated beverage business
and equipment of $6,573,000 acquired in the acquisitions in our frozen beverage segment exceeded depreciation on existing
assets. Purchases of property, plant and equipment increased to $57,817,000 in 2020 from $57,128,000 in 2019, as 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.
Goodwill increased to $121,833,000 from $102,511,000 in 2019 as $19,322,000 was acquired in the acquisitions in
our frozen beverage segment.
Other intangible assets, less accumulated amortization increased $26,700,000 to $81,622,000 due to $29,902,000
acquired in the acquisitions in our frozen beverage segment, net of amortization.
Marketable securities available for sale and held to maturity decreased by $68,300,000 to $82,054,000 as we
decreased our holdings of corporate bonds and available for sale securities primarily due to the decline in interest rates.
Accounts Payables increased 2% to $73,135,000 from $72,029,000 in 2019.
Accrued insurance liability increased 25% to $13,039,000 as our estimates for incurred but not yet paid claims under
our group insurance and insurance liability programs increased from a year ago as our claims in 2020 were significantly
higher than in prior years.
Accrued compensation expense decreased 24% to $16,134,000 due primarily to a decrease in our bonus accrual.
23
Dividends payable increased to $10,876,000 as our quarterly dividend payment increased to $.575/share from
$.50/share.
Deferred income tax liabilities increased $2,493,000 to $64,413,000 from $61,920,000 because of increased
liabilities related to depreciation of property and equipment.
Common stock increased $3,524,000 to $49,628,000 in 2020 because of proceeds from the exercise of incentive and
nonqualified stock options and stock issued under our stock purchase plan for employees, stock issued under our deferred
stock plan and share-based compensation expense exceeded buyback purchases of common stock of $8,972,000.
Net cash provided by operating activities decreased $55,356,000 to $92,143,000 in 2020 primarily because of a
decrease in net earnings of $76,514,000.
Net cash used in investing activities increased $1,100,000 to $44,463,000 in 2020 from $43,363,000 in 2019
primarily because proceeds, net of purchases, of marketable securities of $67,123,000 in 2020 increased from proceeds, net
of purchases, of marketable securities of $13,067,000 in 2019 which largely offset an increase in payments for purchases of
companies of $56,056,000.
Net cash used in financing activities of $22,826,000 in 2019 increased to $43,464,000 in 2020 primarily because we
had repurchases of common stock of $8,972,000 in 2020 compared to none in 2019 and our payments of cash dividends
increased by $5,409,000.
In 2020, the major variables in determining our net increase in cash and cash equivalents and marketable securities
were our decrease in 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
for purchases of companies and payments of cash dividends and repurchases 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. We are actively seeking acquisitions that
could be a significant use of cash. Although we have no long-term debt at September 26, 2020, we may borrow in the future
depending on our needs.
Fiscal 2019 Compared to Fiscal 2018
Cash and cash equivalents and marketable securities held to maturity and available for sale increased $66,714,000
or 24%, to $342,749,000 from a year ago for reasons described below.
Accounts receivables, net increased $8,596,000, or 6%, to $140,938,000 in 2019 because of higher sales in this
year’s September month and timing of collections. Inventories increased $3,281,000 or 3% to $116,165,000 in 2019 due to
higher sales this year and inventory build to support increased service revenue in our frozen beverages business.
Prepaid expenses and other was $5,768,000 compared to $5,044,000 last year, as prepaid income tax increased by
$787,000.
Net property, plant and equipment increased $10,775,000 to $253,448,000 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 $57,128,000 in
2019 from $60,022,000 in 2018, 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.
Goodwill was $102,511,000 for fiscal year 2019 and $102,511,000 in 2018.
Other intangible assets, less accumulated amortization decreased $2,840,000 to $54,922,000 due to amortization
during the year net of $480,000 of additions in our frozen beverage segment.
24
Marketable securities available for sale and held to maturity decreased by $14,202,000 to $150,354,000 as we
decreased our holdings of corporate bonds and available for sale securities.
Accounts Payables increased 4% to $72,029,000 from $69,592,000 in 2018.
Accrued insurance liability decreased 7% to $10,457,000 as our estimates for incurred but not yet paid claims under
our group insurance and insurance liability programs decreased from a year ago.
Accrued compensation expense increased 4% to $21,154,000 due to an increase in our bonus accrual.
Dividends payable increased to $9,447,000 as our quarterly dividend payment increased to $.50/share from
$.45/share.
Deferred income tax liabilities increased $9,598,000 to $61,920,000 from $52,322,000 because of increased
liabilities related to depreciation of property and equipment.
Common stock increased $18,404,000 to $45,744,000 in 2019 because of proceeds from the exercise of incentive
and nonqualified stock options and 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 $24,132,000 to $147,499,000 in 2019 primarily because of an
increase of accounts payable and accrued liabilities of $2,150,000 compared to an decrease of $1,736,000 in 2018, an increase
of $744,000 in prepaid expenses and other compared to an increase of prepaid expenses and other in 2018 of $1,120,000, and
an increase in inventories of $3,231,000 compared to an increase of $9,639,000 in 2018.
Net cash used in investing activities decreased $29,776,000 to $43,363,000 in 2019 from $73,139,000 in 2018
primarily because proceeds, net of purchases, of marketable securities of $13,067,000 in 2019 compared to purchases, net of
proceeds, of marketable securities of $15,810,000 in 2018.
Net cash used in financing activities of $27,336,000 in 2018 decreased to $22,826,000 in 2019 primarily because
we did not repurchase any common stock in 2019 and proceeds from the issuance of common stock for stock option exercises
was $5,288,000 higher in 2019 compared to 2018.
In 2019, 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 and payments of cash
dividends. 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, repurchases of our common stock, 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 28, 2019, 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
26, 2020.
25
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 26, 2020, the Company had no interest rate swap contracts.
Interest Rate Risk
At September 26, 2020, 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 26, 2020, 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.
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 26, 2020. 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.
26
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 26, 2020.
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 26, 2020, 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 26, 2020. Their report, dated November 25, 2020, 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.
27
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 10, 2021 or until their successors are duly elected.
Name
Age
Position
Gerald B. Shreiber
Ken A. Plunk
Dennis G. Moore
Robert M. Radano
Dan Fachner
Robert J. Pape
78
57
64
71
60
63
Chairman of the Board, Chief Executive Officer and Director
Senior Vice President and Chief Financial Officer and Treasurer
Senior Vice President and former Chief Financial Officer
Senior Vice President, Sales and Chief Operating Officer
President
Senior Vice President Sales
Gerald B. Shreiber is the founder of the Company and has served as its Chairman of the Board and Chief Executive
Officer since its inception in 1971 and as President until Dan Fachner was named President of the Company in May 2020.
His term as a director expires in 2025.
Ken A. Plunk joined the Company in September 2020 as Senior Vice President and Chief Financial Officer. Prior
to joining the Company, Mr. Plunk held various senior positions with Walmart,Inc., The Home Depot and The Coca-Cola
Company.
Dennis G. Moore joined the Company in 1984. He served in various controllership functions prior to becoming the
Chief Financial Officer in June 1992. Mr. Plunk replaced Mr. Moore as Chief Financial Officer in September 2020 as Mr.
Moore’s retirement is pending.
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 The ICEE Company, 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 of ICEE in
May 1997. On May 4, 2020, he was appointed President of J & J Snack Foods Corp.
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 10, 2021 (“2020 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 2020 Proxy Statement filed with the SEC in connection with the
Annual Meeting of Shareholders to be held on February 10, 2021 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.
28
Item 11.
Executive Compensation
Information concerning executive compensation appearing in the Company’s 2020 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 2020 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 26, 2020.
( a )
( b )
Number of Weighted-
average
securities to
exercise
be issued upon
price of
exercise of
( c )
Number of
Securities
Remaining
available for
future
issuance under
equity
compensation
plans
(excluding
securities
outstanding outstandng
options,
options,
warrants and warrants and reflected in
column (a) )
rights
rights
Plan Category
Equity compensation plans approved by security holders
823,599 $
130.23
766,000
Equity compensation plans not approved by security holders
-
-
-
Total
823,599 $
130.23
766,000
Column A includes 347,000 from stock option plans that were replaced subsequent to September 30, 2017. Those
plans have been replaced by a plan, approved by shareholders in February 2018, that has 454,000 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 2020 Proxy Statement is incorporated herein by reference.
Item 14.
Principal Accountant Fees And Services
Information concerning the Principal Accountant Fees and Services in the Company’s 2020 Proxy Statement is
incorporated herein by reference.
29
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 Amended 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 Amended 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.
23.1**
Consent of Independent Registered Public Accounting Firm.
30
31.1**
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2**
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3**
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.4**
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.
32.3**
Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act
of 2002.
32.4**
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 26,
2020, formatted in Inline 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
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*Compensatory Plan
**Filed Herewith
31
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 25, 2020
By: /s/ Gerald B. Shreiber
J & J SNACK FOODS CORP.
Gerald B. Shreiber,
Chairman of the Board,
Chief Executive Officer
and Director
(Principal Executive Officer)
November 25, 2020
By: /s/ Dan Fachner
Dan Fachner,
President
(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 25, 2020
November 25, 2020
November 25, 2020
November 25, 2020
November 25, 2020
November 25, 2020
November 25, 2020
November 25, 2020
/s/ Gerald B. Shreiber
Gerald B. Shreiber,
Chairman of the Board,
Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Dan Fachner
Dan Fachner,
President
(Principal Executive Officer)
/s/ Ken A. Plunk
Ken A. Plunk, Senior Vice
President and Chief Financial Officer
(Principal Financial Officer)
/s/ Dennis G. Moore
Dennis G. Moore, Senior Vice President
and former Chief Financial Officer
(Principal Financial Officer)
(Principal Accounting Officer)
/s/ Marjorie Shreiber Roshkoff
Marjorie Shreiber Roshkoff
Vice President, Secretary, In-House
Counsel and Director
/s/ Sidney R. Brown
Sidney R. Brown, Director
/s/ Peter G. Stanley
Peter G. Stanley, Director
/s/ Vincent A. Melchiorre
Vincent A. Melchiorre, Director
32
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 26, 2020 and September 28, 2019
Consolidated Statements of Earnings for the fiscal years ended September 26, 2020, September 28, 2019 and
September 29, 2018
Consolidated Statements of Comprehensive Income for the fiscal years ended September 26, 2020, September 28,
2019 and September 29, 2018
Consolidated Statement of Changes in Stockholders’ Equity for the fiscal years ended September 26, 2020,
September 28, 2019 and September 29, 2018
Consolidated Statements of Cash Flows for the fiscal years ended September 26, 2020, September 28, 2019 and
September 29, 2018
Notes to Consolidated Financial Statements
Financial Statement Schedule:
Schedule II – Valuation and Qualifying Accounts
F-2
F-4
F-5
F-6
F-7
F-8
F-9
F-10
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 26, 2020 and September 28, 2019, the related consolidated statements of
earnings, comprehensive income, changes in shareholders’ equity, and cash flows for each of the three fiscal years in the
period ended September 26, 2020, and the related notes and financial statement schedule included under Item 15(a)
(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 26, 2020 and September 28, 2019, and the results of its
operations and its cash flows for each of the three fiscal years in the period ended September 26, 2020, 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 26, 2020, 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 25, 2020 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 regarding 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.
Critical audit matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that
was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole,
and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter
or on the accounts or disclosures to which it relates.
Net Revenue Adjustments
As described in Note A to the consolidated financial statements, contracts with customers include some form of variable
consideration, including sales discounts, trade promotions and certain other sales and consumer incentives, including rebates
and coupon redemption. Variable consideration is treated as a reduction in revenue when the related revenue is recognized,
and is recorded using the most likely amount method, with updates to estimates and related accruals of variable consideration
occurring each period based on historical experience and changes in circumstances.
We identified the estimation of the reserves for these net revenue adjustments by management as a critical audit matter
because the inputs and assumptions utilized by management in estimating these reserves, including consistency of historical
data and contract pricing, require significant judgment and create a high degree of estimation uncertainty. Consequently,
auditing these assumptions requires subjective auditor judgment.
F-2
Our audit procedures related to the estimation of the reserves included the following, among others.
We obtained an understanding of management’s processes and controls over calculating the reserves for net revenue
adjustments, including understanding relevant inputs and assumptions.
We tested the design and operating effectiveness of key controls relating to the calculation of the reserves for net
revenue adjustments, including key management review controls over the period-end accrual of allowances, end-
user pricing adjustments, trade spending, coupon redemption costs, returned product and other adjustments.
We re-performed management’s process for calculating the reserves for net revenue adjustments.
We evaluated key inputs and assumptions relevant to the net revenue adjustments, including contractual pricing and
rebate arrangements with customers, historical allowance data and other contractual arrangements, which were
compared to source documents.
We considered transactions subsequent to year end occurring up to the date of our auditor’s opinion, which involved
inspecting customer contracts and relevant source documents submitted by customers in conjunction with the
allowance, including end-user pricing adjustment, trade spending, coupon redemption, return or other adjustments.
/s/ GRANT THORNTON LLP
We have served as the Company’s auditor since 1984.
Philadelphia, Pennsylvania
November 25, 2020
F-3
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 26, 2020, 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 26, 2020, 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 26, 2020, and our
report dated November 25, 2020 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 25, 2020
F-4
J & J SNACK FOODS CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
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
Operating lease right-of-use assets
Other
Total other assets
Total Assets
Liabilities and Stockholders' Equity
Current Liabilities
Current finance lease liabilities
Accounts payable
Accrued insurance liability
Accrued liabilities
Current operating lease liabilities
Accrued compensation expense
Dividends payable
Total current liabilities
Noncurrent finance lease liabilities
Noncurrent operating lease liabilities
Deferred income taxes
Other long-term liabilities
September 26, September 28,
2020
2019
$
$
$
195,809 $
51,151
126,587
108,923
17,087
499,557
717,261
455,645
261,616
192,395
51,091
140,938
116,165
5,768
506,357
676,724
423,276
253,448
121,833
81,622
16,927
13,976
58,110
2,912
295,380
1,056,553 $
102,511
54,922
79,360
19,903
-
2,838
259,534
1,019,339
349 $
73,135
13,039
7,420
13,173
16,134
10,876
134,126
368
47,688
64,413
460
339
72,029
10,457
7,808
-
21,154
9,447
121,234
718
-
61,920
1,716
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
18,915,000 and 18,895,000 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.
-
-
49,268
(15,587 )
775,817
809,498
1,056,553 $
45,744
(12,988)
800,995
833,751
1,019,339
$
F-5
J & J SNACK FOODS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands, except per share information)
Fiscal Year Ended
September 26, September 28, September 29,
2019
(52 weeks)
2020
(52 weeks)
2018
(52 weeks)
Net Sales
Cost of goods sold
Gross Profit
Operating expenses
Marketing and selling
Distribution
Administrative
Plant shutdown impairment costs
Other expense
Total operating expenses
Operating Income
Other income (expenses)
Investment income
Interest expense & other
$
1,022,038 $
783,611
238,427
1,186,487 $
836,086
350,401
1,138,265
801,979
336,286
84,977
92,759
36,747
6,387
363
221,233
17,194
96,428
94,888
40,721
-
1,408
233,445
116,956
95,405
92,281
37,757
-
68
225,511
110,775
4,356
(84)
7,741
1,880
6,267
1,110
Earnings before income taxes
21,466
126,577
118,152
Income taxes
NET EARNINGS
Earnings per diluted share
3,161
31,758
14,556
18,305 $
94,819 $
103,596
0.96 $
5.00 $
5.51
$
$
Weighted average number of diluted shares
19,032
18,959
18,817
Earnings per basic share
$
0.97 $
5.04 $
5.54
Weighted average number of basic shares
18,901
18,812
18,694
The accompanying notes are an integral part of these statements.
F-6
J&J SNACK FOODS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Fiscal Year Ended
September 26, September 28, September 29,
2019
(52 weeks)
2020
(52 weeks)
2018
(52 weeks)
Net Earnings
$
18,305 $
94,819 $
103,596
Foreign currency translation adjustments
Unrealized holding loss on marketable securities
Amount reclassified from accumulated other comprehensive
income
Total Other Comprehensive (Loss) income, net of tax
(2,599)
-
-
(2,599)
(909)
-
-
(909)
(2,738)
(455)
74
(3,119)
Comprehensive Income
$
15,706 $
93,910 $
100,477
The accompanying notes are an integral part of these statements.
F-7
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 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
Issuance of common stock upon exercise of
stock options
Issuance of common stock for employee stock
purchase plan
Foreign currency translation adjustment
Reclass from accumulated other
comprehensive gain
Issuance of common stock under deferred
stock plan
Dividends declared
Share-based compensation
Net earnings
Balance at September 28, 2019
Issuance of common stock upon exercise of
stock options
Issuance of common stock for employee stock
purchase plan
Foreign currency translation adjustment
Issuance of common stock under deferred
stock plan
Dividends declared
Share-based compensation
Repurchase of common stock
Net earnings
Balance as September 26, 2020
128
12,658
-
-
12,658
12
-
-
1,516
-
-
(909)
-
-
1,516
(909)
-
(85)
85
-
1
-
-
-
18,895 $
91
-
4,139
-
45,744 $
-
-
-
-
91
(37,654)
4,139
94,819
(12,988) $ 800,995 $ 833,751
-
(37,654)
-
94,819
73
6,406
-
-
6,406
12
-
1,495
-
-
(2,599)
-
-
1,495
(2,599)
1
-
-
(66)
-
18,915 $
91
-
4,504
(8,972)
-
49,268 $
-
-
-
-
-
91
(43,483)
4,504
(8,972)
18,305
(15,587) $ 775,817 $ 809,498
-
(43,483)
-
-
18,305
The accompanying notes are an integral part of these statements.
F-8
J & J SNACK FOODS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Fiscal Year Ended
September 26, September 28, September 29,
2019
(52 weeks)
2020
(52 weeks)
2018
(52 weeks)
$
18,305 $
94,819 $
103,596
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
Plant shutdown impairment costs
Amortization of bond premiums
Share-based compensation
Deferred income taxes
Loss on sale of marketable securities
Changes in assets and liabilities, net of effects from purchase of
companies:
Decrease (increase) in accounts receivable, net
Decrease (increase) in inventories
Increase 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 finance lease liabilities
Payment of cash dividend
Net cash used in financing activities
Effect of exchange rates on cash and cash equivalents
Net increase 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-9
49,830
3,218
(303)
6,387
296
4,595
2,622
882
14,580
7,877
(11,366)
45,225
3,385
(347)
-
730
4,230
9,637
404
(8,759)
(3,231)
(744)
42,939
3,538
(912)
-
1,012
3,858
(10,392)
140
(7,917)
(9,639)
(1,120)
(4,780)
92,143
2,150
147,499
(1,736)
123,367
(57,212)
(57,817)
(6,103)
73,226
3,593
(150)
(44,463)
(8,972)
7,901
(340)
(42,053)
(43,464)
(802)
3,414
192,395
195,809 $
(1,156)
(57,128)
(26,091)
39,158
2,050
(196)
(43,363)
-
14,174
(356)
(36,644)
(22,826)
(394)
80,916
111,479
192,395 $
-
(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
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 2020, 2019 and 2018 comprise 52 weeks.
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
On September 30, 2018, we adopted ASC 606, “Revenue from Contracts with Customers” and all the related
amendments to ASC 606 in relation to all contracts that were not completed or expired as of September 30, 2018, using the
modified retrospective method. There was no adjustment made to the opening balance of retained earnings as a result of
applying ASC 606. Results for reporting periods beginning September 30, 2018 are presented under ASC 606, while the
comparative information is not restated and will continue to be reported under the accounting standards in effect for those
periods.
When Performance Obligations Are Satisfied
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the
unit of account for revenue recognition. A contract’s transaction price is allocated to each distinct performance
obligation and recognized as revenue when, or as, the performance obligation is satisfied.
The singular performance obligation of our customer contracts for product and machine sales is determined by each
individual purchase order and the respective products ordered, with revenue being recognized at a point-in-time
when the obligation under the terms of the agreement is satisfied and product control is transferred to our customer.
Specifically, control transfers to our customers when the product is delivered to, installed or picked up by our
customers based upon applicable shipping terms, as our customers can direct the use and obtain substantially all of
the remaining benefits from the product at this point in time. The performance obligations in our customer contracts
for product are generally satisfied within 30 days.
The singular performance obligation of our customer contracts for time and material repair and maintenance
equipment service is the performance of the repair and maintenance with revenue being recognized at a point-in-
time when the repair and maintenance is completed.
The singular performance obligation of our customer repair and maintenance equipment service contracts is the
performance of the repair and maintenance with revenue being recognized over the time the service is expected to
be performed. Our customers are billed for service contracts in advance of performance and therefore we have
contract liability on our balance sheet.
Significant Payment Terms
In general, within our customer contracts, the purchase order identifies the product, quantity, price, pick-up
allowances, payment terms and final delivery terms. Although some payment terms may be more extended, presently
the majority of our payment terms are 30 days. As a result, we have used the available practical expedient and,
consequently, do not adjust our revenues for the effects of a significant financing component.
Shipping
All amounts billed to customers related to shipping and handling are classified as revenues; therefore, we recognize
revenue for shipping and handling fees at the time the products are shipped or when services are performed. The
cost of shipping products to the customer is recognized at the time the products are shipped to the customer and our
policy is to classify them as Distribution expenses.
F-10
J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Variable Consideration
In addition to fixed contract consideration, our contracts include some form of variable consideration, including
sales discounts, trade promotions and certain other sales and consumer incentives, including rebates and coupon
redemptions. In general, variable consideration is treated as a reduction in revenue when the related revenue is
recognized. Depending on the specific type of variable consideration, we use the most likely amount method to
determine the variable consideration. We believe there will be no significant changes to our estimates of variable
consideration when any related uncertainties are resolved with our customers. We review and update our estimates
and related accruals of variable consideration each period based on historical experience. Our recorded liability for
allowances, end-user pricing adjustments and trade spending was approximately $14.3 million at September 26,
2020 and $14.8 million at September 28, 2019.
Warranties & Returns
We provide all customers with a standard or assurance type warranty. Either stated or implied, we provide assurance
the related products will comply with all agreed-upon specifications and other warranties provided under the law.
No services beyond an assurance warranty are provided to our customers.
We do not grant a general right of return. However, customers may return defective or non-conforming products.
Customer remedies may include either a cash refund or an exchange of the product. We do not estimate a right of
return and related refund liability as returns of our products are rare.
Contract Balances
Our customers are billed for service contracts in advance of performance and therefore we have contract liability on
our balance sheet as follows:
Beginning Balance
Additions to contract liability
Amounts recognized as revenue
Ending Balance
Fiscal Year Ended
September 26,
2020
September 28,
2019
(in thousands)
$
$
1,334 $
5,526
(5,533)
1,327 $
1,865
6,308
(6,839)
1,334
Disaggregation of Revenue
See Note O for disaggregation of our net sales by class of similar product and type of customer.
Allowance for Doubtful Receivables
We provide an allowance for doubtful receivables after taking into consideration historical experience and other
factors. The allowance for doubtful receivables was $1,388,000 and $572,000 at September 26, 2020 and September
28, 2019, 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.
F-11
J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
4.
Use of Estimates
In preparing financial statements in conformity with accounting principles generally accepted in the United States
of America, management is required to make estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts
of revenues and expenses during the reporting period. Actual results could differ from those estimates.
5.
Cash Equivalents
Cash equivalents are short-term, highly liquid investments with original maturities of three months or less.
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 $40 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 16 customers with accounts receivable balances of between $1 million
and $10 million and one customer with a balance of approximately $15 million.
We have several large customers that account for a significant portion of our sales. Our top ten customers accounted
for 43%, 43% and 43% of our sales during fiscal years 2020, 2019 and 2018, respectively, with our largest customer
accounting for 13% of our sales in 2020, 11% of our sales in 2019 and 9-1/2% of our sales in 2018. Three of the ten customers
in 2020 are food distributors who sell our product to many end users.
About 28% of our employees are covered by collective bargaining agreements.
None of our vendors supplied more than 10% of our ingredients and packaging in 2020, 2019 or 2018.
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 26, 2020 and
September 28, 2019, our accounts receivable were $126,587,000 and $140,938,000, net of an allowance for doubtful accounts
of $1,388,000 and $572,000. 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-12
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 26, 2020 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 investment income. 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-13
J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
As of September 26, 2020 and September 28, 2019, the total amount of gross unrecognized tax benefits is $360,000
and $414,000; 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 $267,000 of accrued interest
and penalties as of September 26, 2020 and $279,000 as of September 28, 2019. We recognized $12,000 of penalties and
interest resulting from tax settlements in the year ended September 26, 2020 and none in September 28, 2019. A reconciliation
of the beginning and ending amount of unrecognized tax benefits is as follows:
Balance at September 29, 2019
Additions based on tax positions related to the current year
Reductions for tax positions of prior years
Settlements
Balance at September 26, 2020
(in thousands)
$
$
414
-
(54)
360
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 $20.7 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 which was partially offset by a $1.2 million provision for the one time
repatriation tax, both of which resulted from the Tax Cuts and Jobs Act enacted in December 2017. Net earnings for the year
were also impacted 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 was 27.7% in the year ended September 29, 2018. Net earnings in the year ended September 28,
2019 benefitted by a reduction of $885,000 in tax as the provision for the one-time repatriation tax was reduced as the amount
recorded in 2018 was an estimate. Excluding the reduction in the provision for the one-time repatriation tax, our effective tax
rate was 25.8% in 2019. Net earnings for the 2020 year benefited from a reduction in income tax expense related to state
taxes of approximately $2.2 million. Excluding this benefit, our effective tax rate in our fiscal 2020 year was 25.0%.
12. Earnings Per Common Shares
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 26, 2020
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
$
18,305
18,901 $
0.97
-
131
(0.01)
Earnings Per Diluted Share
Net Income available to common stockholders plus assumed
conversions
$
18,305
19,032 $
0.96
341,849 anti-dilutive shares have been excluded in the computation of 2020 diluted EPS.
F-14
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 28, 2019
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
$
94,819
18,812 $
5.04
-
147
(0.04)
Earnings Per Diluted Share
Net Income available to common stockholders plus assumed
conversions
$
94,819
18,959 $
5.00
162,070 anti-dilutive shares have been excluded in the computation of 2019 diluted EPS.
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.
13. Accounting for Stock-Based Compensation
At September 26, 2020, the Company has three stock-based employee compensation plans. Share-based
compensation was recognized as follows:
Fiscal year ended
September 26, September 28, September 29,
2019
(in thousands)
2020
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
$
$
$
2,874 $
390
66
-
3,330 $
1,743 $
390
66
-
2,199 $
1,432
423
64
4
1,923
1,265 $
2,030 $
1,935
F-15
J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
At September 26, 2020, the Company has unrecognized compensation expense of approximately $5.6 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 2020, 2019 and 2018: expected volatility of 17.4%
for fiscal year 2020, 17.2% for fiscal year 2019 and 17.4% for fiscal year 2018: weighted average risk-free interest rates of
.3%, 2.1% and 2.7%; dividend rate of 1.8%, 1.2% and 1.3% and expected lives ranging between 5 and 10 years for all years.
An expected forfeiture rate of 8% was used for 2020, 8% was used for 2019 and 10% was used for 2018.
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 $6,461,000, $5,938,000 and $5,805,000
for the fiscal years 2020, 2019 and 2018, 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 26, 2020, we have approximately $75 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 $680,000,
$645,000 and $623,000 for the fiscal years 2020, 2019 and 2018, respectively.
17. Recent Accounting Pronouncements
In February 2016, the FASB issued guidance on lease accounting which requires that an entity recognize most leases
on its balance sheet. The guidance retains a dual lease accounting model for purposes of income statement recognition,
continuing the distinction between what are currently known as “capital” and “operating” leases for lessees. We adopted the
guidance on September 29, 2019 using this alternate transition method, but we did not record a cumulative-effect adjustment
from initially applying the standard. We elected the package of practical expedients that permits us not to reassess our prior
conclusions about lease identification, lease classification and initial direct costs and made an accounting policy election to
exclude short-term leases with an initial term of 12 months or less from our Consolidated Balance Sheets. We have completed
the implementation of a lease accounting system to enable the preparation of financial information and have implemented
relevant accounting policies and internal controls surrounding the lease accounting process. As a result of adoption, we
recognized a right-of-use asset and lease liability of $71 million and $72 million, respectively. The right-of-use asset balance
reflects the reclassification of deferred rent and prepaid rent against the initial asset. The adoption did not impact our results
of operations or cash flows. See additional lease disclosures in Note R.
F-16
J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
In June 2016, the FASB issued guidance to update the methodology used to measure current expected credit losses
(CECL). This guidance applies to financial assets measured at amortized cost, including loans, held-to-maturity debt
securities, net investments in leases, and trade accounts receivable as well as certain off-balance sheet credit exposures, such
as loan commitments. This guidance replaces the current incurred loss impairment methodology with a methodology to reflect
CECL and requires consideration of a broader range of reasonable and supportable information to explain credit loss
estimates. The guidance must be adopted using a modified retrospective transition method through a cumulative-effect
adjustment to retained earnings/(deficit) in the period of adoption. This guidance will be effective beginning in the first quarter
of our fiscal year 2021. Early adoption is permitted. We are currently evaluating the impact this guidance will have on our
financial statements and related disclosures.
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 October 1, 2019, we acquired the assets of ICEE Distributors LLC, based in Bossier City, Louisiana. ICEE
Distributors does business in Arkansas, Louisiana and Texas with annual sales of approximately $13 million. Sales and
operating income of ICEE Distributors were $11.4 million and $3.6 million for the year ended September 26, 2020.
On February 4, 2020, we acquired the assets of BAMA ICEE, based in Birmingham, Alabama does business in
Alabama and Georgia with annual sales of approximately $3.5 million. Sales and operating income of BAMA ICEE were
$1.7 million and $630,000 for the year ended September 26, 2020.
The purchase price allocations for these two acquisitions are as follows:
Accounts Receivable, net
Inventories
Property, plant & equipment, net
Customer Relationships
Distribution rights
Goodwill
Accounts Payable
Purchase Price
(in thousands)
ICEE
Distributors
BAMA
ICEE
Total
$
$
721 $
866
4,851
569
22,400
15,773
(210 )
44,970 $
71 $
77
1,722
133
6,800
3,549
(110)
12,242 $
792
943
6,573
702
29,200
19,322
(320)
57,212
F-17
J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE B – ACQUISITIONS (continued)
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. Acquisition costs of $76,000 are
included in other general expense for the year ended September 26, 2020.
Our unaudited proforma results, giving effect to these acquisitions and assuming an acquisition date of September
30, 2018, would have been:
Net Sales
Net Earnings
NOTE C – INVESTMENT SECURITIES
Fiscal Year Ended
September 26, September 28,
2020
2019
$
$
1,022,838 $
1,201,804
18,303 $
96,945
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 26, 2020 are summarized as follows:
Gross
Gross
Fair
Amortized Unrealized Unrealized Market
Value
Losses
Gains
Cost
Corporate Bonds
Total marketable securities held to maturity
$
$
68,078 $
68,078 $
(in thousands)
1,015 $
1,015 $
32 $
32 $
69,061
69,061
F-18
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 available for
sale at September 26, 2020 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
$
$
3,588 $
11,596
15,184 $
- $
116
116 $
738 $
586
1,324 $
2,850
11,126
13,976
(in thousands)
The mutual funds seek current income with an emphasis on maintaining low volatility and overall moderate duration.
The mutual funds presently generate income of about 5.0% per year. We have invested $11 million in Fixed-to-Floating
Perpetual Preferred Stock which generates fixed income to call dates in 2020 and 2025 and then income is based on a spread
above LIBOR if the securities are not called. The annual yield from these investments is presently 4.2%, 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 $68 million in corporate bonds which generate fixed income to maturity dates in 2020 through
2022, with $51 million maturing prior to the end of our fiscal year 2021. The bonds presently generate income of about 2.8%
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.
The amortized cost, unrealized gains and losses, and fair market values of our marketable securities held to maturity
at September 28, 2019 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
$ 127,571 $
2,880
$ 130,451 $
(in thousands)
1,204 $
6
1,210 $
36 $
-
36 $
128,739
2,886
131,625
The amortized cost, unrealized gains and losses, and fair market values of our marketable securities available for
sale at September 28, 2019 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
$
$
5,549 $
14,598
20,147 $
- $
266
266 $
495 $
15
510 $
5,054
14,849
19,903
(in thousands)
F-19
J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE C – INVESTMENT SECURITIES (continued)
The amortized cost and fair value of the Company’s held to maturity securities by contractual maturity at September
26, 2020 and September 28, 2019 are summarized as follows:
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
September 26, 2020
September 28, 2019
Fair
Fair
Amortized Market
Value
Cost
Amortized Market
Value
Cost
$
$
$
51,151 $
16,927
-
68,078 $
51,151
16,927 $
(in thousands)
51,815 $
17,246
-
51,091 $
79,360
-
69,061 $ 130,451 $
51,091
51,815
79,360 $
17,246 $
51,325
80,300
-
131,625
51,325
80,300
Proceeds from the sale and redemption of marketable securities were $73,226,000, $39,158,000 and $75,302,000 in
the years ended September 26, 2020, September 28, 2019 and September 29, 2018, respectively; with a gain of $83,000 in
2020, a gain of $27,000 in 2019 and a loss of $140,000 in 2018. We use the specific identification method to determine the
cost of securities sold. Unrealized losses of $965,000 and 431,000 were recorded in 2020 and 2019, respectively.
NOTE D – INVENTORIES
Inventories consist of the following:
Finished goods
Raw materials
Packaging materials
Equipment parts and other
Total Inventories
September 26, September 28,
2020
2019
(in thousands)
$
$
40,184 $
24,550
10,545
33,644
108,923 $
53,225
22,146
9,703
31,091
116,165
F-20
J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE E – PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following:
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 26, September 28,
2020
2019
(in thousands)
Estimated
Useful Lives
(in years)
$
$
2,494 $
26,582
330,168
250,914
9,966
33,878
43,264
19,995
717,261
455,645
261,616 $
-
15 - 39.5
5 - 20
5 - 7
5
3 - 5
5 - 20
-
2,494
26,582
315,360
240,681
9,725
31,217
40,626
10,039
676,724
423,276
253,448
Depreciation expense was $49,830,000, $45,225,000 and $42,939,000 for fiscal years 2020, 2019 and 2018, respectively.
F-21
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 26, 2020
September 28, 2019
Gross
Carrying Accumulated Carrying Accumulated
Amount Amortization Amount Amortization
(in thousands)
Gross
$
10,408 $
- $
10,408 $
-
670
19,737
1,690
32,505 $
$
645
11,595
1,312
13,552 $
858
19,900
1,690
32,856 $
665
9,954
1,227
11,846
$
12,750 $
- $
12,750 $
-
676
7,907
21,333 $
$
519
5,140
5,659 $
676
7,979
21,405 $
389
4,421
4,810
$
9,315 $
36,100
- $
-
9,315 $
6,900
-
-
1,439
1,400
48,254 $
$
257
1,002
1,259 $
737
1,400
18,352 $
102
933
1,035
CONSOLIDATED
$ 102,092 $
20,470 $
72,613 $
17,691
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-22
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 or more frequently if there are triggering events. 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 2020, 2019 or 2018.
In fiscal year 2020, intangible assets of $22,969,000 were added in the frozen beverages segment from the
acquisition of ICEE Distributors in the quarter ended December 28, 2019 and $6,933,000 from the acquisition of BAMA
ICEE in the quarter ended March 28, 2020. There were no intangible assets acquired in fiscal year 2018 and intangible assets
of $480,000 were acquired in the Frozen Beverage segment in fiscal year 2019.
Aggregate amortization expense of intangible assets for the fiscal years 2020, 2019 and 2018 was $3,202,000,
$3,320,000 and $3,510,000, respectively.
Estimated amortization expense for the next five fiscal years is approximately $2,500,000 in 2021, $2,300,000 in
2022 and 2023, $2,000,000 in 2024 and $1,400,000 in 2025. The weighted average amortization period of the intangible
assets is 10.7 years.
Goodwill
The carrying amounts of goodwill for the reportable segments are as follows:
Balance at
September 26, 2020
September 28, 2019
Food
Service
Retail
Frozen
Supermarkets Beverages Total
(in thousands)
$
$
61,189 $
4,146 $
56,498 $
121,833
61,189 $
4,146 $
37,176 $
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 or more frequently if there are triggering events. Our impairment analysis for 2020, 2019 and
2018 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 2020, 2019 and 2018.
No goodwill was acquired in fiscal years 2018 and 2019. In fiscal year 2020, goodwill of $15,773,000 was added
in the frozen beverages segment from the acquisition of ICEE Distributors in the quarter ended December 28, 2019 and
$3,549,000 from the acquisition of BAMA ICEE in the quarter ended March 28, 2020.
F-23
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 26, 2020 and September 28, 2019,
there were no outstanding balances under the facility. We were in compliance with the financial covenants at September 26,
2020.
NOTE H – OBLIGATIONS UNDER FINANCE LEASES
The following is a schedule by years of future minimum lease payments under finance leases:
2021
2022
2023
2024
2025
2026 and thereafter
Total minimum finance lease payments
$
NOTE I – INCOME TAXES
Income tax expense (benefit) is as follows:
(in thousands)
349
156
91
95
26
-
717
Fiscal year ended
September 26, September 28, September 29,
2019
(in thousands)
2018
2020
Current
U.S. Federal
Foreign
State
Total current expense
Deferred
U.S. Federal
Foreign
State
Total deferred expense (benefit)
Total expense
$
$
$
1,992 $
193
(1,517)
668
3,139 $
(536)
(110)
2,493
3,161 $
14,078 $
2,111
5,971
22,160
6,285 $
849
2,464
9,598
31,758 $
16,591
2,512
5,836
24,939
(14,613)
514
3,716
(10,383)
14,556
F-24
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 21% for the fiscal years ended 2020 and 2019 and approximately 24.5% for the fiscal year ended September 29, 2018 to
earnings before income taxes for the following reasons:
Fiscal year ended
September 26, September 28, September 29,
2019
(in thousands)
2020
2018
Income taxes at federal statutory rates
Increase (decrease) in taxes resulting from:
$
4,508 $
26,581 $
28,947
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
$
(1,285)
-
-
-
-
-
(183)
-
121
3,161 $
6,664
-
-
-
(885 )
20
(777 )
490
(335 )
31,758 $
7,212
(1,470)
(20,670)
(1,236)
1,200
20
(696)
514
735
14,556
Net earnings for the year ended September 29, 2018 benefited from a $20.7 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 which was partially offset by a $1.2 million provision for the one time
repatriation tax, both of which resulted from the Tax Cuts and Jobs Act enacted in December 2017. Net earnings for the year
were also impacted 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 was 27.7% in the year ended September 29, 2018. Net earnings in the year ended September 28,
2019 benefitted by a reduction of $885,000 in tax as the provision for the one-time repatriation tax was reduced as the amount
recorded in 2018 was an estimate. Excluding the reduction in the provision for the one-time repatriation tax, our effective tax
rate was 25.8% in 2019. Net earnings for the 2020 year benefited from a reduction in income tax expense related to state
taxes of approximately $2.2 million. Excluding this benefit, our effective tax rate in our fiscal 2020 year was 25.0%.
F-25
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
Unrealized gains/losses
Insurance accrual
Operating lease liabilities
Deferred income
Allowances
Inventory capitalization
Share-based compensation
Net Operating Loss
Plant shutdown impairment costs
Foreign tax credit
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
Operating lease right-of-use assets
Accounting method change 481 (a)
Total deferred tax liabilities
Total deferred tax liabilities, net
September 26, September 28,
2020
2019
(in thousands)
$
$
1,460 $
161
345
3,060
16,368
105
2,863
1,058
1,637
697
1,721
404
29,879
(506 )
29,373
29,587
48,303
15,605
291
93,786
64,413 $
1,281
1,038
-
2,454
-
485
1,554
994
1,607
776
-
-
10,189
(1,038)
9,151
27,267
43,804
-
-
71,071
61,920
As of September 26, 2020, we have federal and state capital loss carry forwards of approximately $2,046,000
primarily from the sale of marketable securities in fiscal year 2016 and unrealized losses incurred in fiscal years 2019 and
2020. These carry forwards will begin to expire in 2021. 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 26, 2020, we have a federal net operating loss carry forward of approximately $3.3 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. As a result of the Tax Act, we changed
our assertion with respect to foreign earnings. We are no longer permanently reinvested in earnings of our foreign subsidiaries
for any year. However, due to the impact of the Tax Act and the deemed repatriation of positive accumulated earnings and
profits from our foreign subsidiaries in 2017, which resulted in a Sec. 965 liability of $315,000 for our fiscal year ended
September 2018, no additional U.S. federal income taxes are anticipated if our undistributed earnings in our Mexican and
Canadian subsidiaries were repatriated to the U.S. However, if such funds were repatriated, a portion of the funds remitted
may be subject to applicable state income taxes and non-U.S. income and withholding taxes. The amount of unrecognized
deferred income tax liabilities related to potential state income tax and foreign withholding taxes is immaterial.
The Tax Act was enacted on December 22, 2017 and introduced significant changes to U.S. income tax law.
Effective in 2018, the Tax Act reduced the U.S. statutory tax rate from 35% to 21%. We have updated any provisional
amounts related to the Tax Act and accounting for this is now final.
F-26
J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE J - 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, automobile and general
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 $12,800,000 and $8,700,000 at September 26, 2020 and
September 28, 2019, respectively. In connection with certain self-insurance agreements, we customarily enter into letters of
credit arrangements with our insurers. At both September 26, 2020 and September 28, 2019, we had outstanding letters of
credit totaling $9,275,000.
We have a self-insured medical plan which covers approximately 1,600 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 26, 2020 and September 28, 2019 was $1,737,000 and $1,392,000, 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.
We did not purchase any shares of our common stock in our fiscal year ended September 28, 2019.
In our fiscal year ended September 26, 2020, we purchased and retired 65,648 shares of our common stock at a cost
of $8,972,292.
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 454,000 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 2020, 2019 and 2018
employees purchased 12,292, 12,492 and 12,763 shares at average purchase prices of $121.62, $121.37 and $119.39,
respectively. ESPP expense of $390,000, $390,000 and $423,000 was recognized for fiscal years 2020, 2019 and 2018,
respectively.
F-27
J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE L – STOCK OPTIONS (continued)
A summary of the status of our stock option plans as of fiscal years 2020, 2019 and 2018 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 30, 2017
Granted
Exercised
Canceled
Balance, September 29, 2018
Granted
Exercised
Canceled
Balance, September 28, 2019
Granted
Exercised
Canceled
392,981 $
122,595
(64,470)
(17,550)
433,556
118,934
(100,018)
(18,320)
434,152
124,414
(51,350)
(36,796)
109.41
141.07
90.75
115.21
120.90
163.14
102.01
127.88
136.53
126.33
109.73
138.34
311,514 $
58,083
(37,328)
-
332,269
66,236
(35,763)
-
362,742
37,074
(24,182)
(29,192)
Price
92.58
144.41
56.85
-
105.66
171.78
101.03
-
118.19
125.83
53.43
135.79
Balance, September 26, 2020
470,420 $
136.62
346,442 $
122.04
Exercisable Options September 26, 2020
138,600 $
121.73
180,725 $
97.36
The weighted-average fair value of incentive stock options granted during fiscal years ended September 26, 2020,
September 28, 2019 and September 29, 2018 was $14.43, $26.29 and $23.68, respectively. The weighted-average fair value
of non-qualified stock options granted during the fiscal years ended September 26, 2020, September 28, 2019 and September
29, 2018 was $14.32, $33.11 and $31.44, respectively. The total intrinsic value of stock options exercised was $5.7 million,
$9.4 million and $6.8 million in fiscal years 2020, 2019 and 2018, respectively.
The total cash received from these option exercises was $6.4 million, $12.7 million and $7.4 million in fiscal years
2020, 2019 and 2018, respectively; and the actual tax benefit realized from the tax deductions from these option exercises
was $1.1 million, $1.8 million and $1.7 million in fiscal years 2020, 2019 and 2018, respectively.
The following table summarizes information about incentive stock options outstanding as of September 26, 2020:
Number
Outstanding
at
Options Outstanding
Weighted-
Average
Remaining
September 26, Contractual
2020
Life
Weighted-
Average
Exercise
Price
Options Exercisable
Number
Exercisable
at
September 26,
2020
Weighted-
Average
Exercise
Price
Range of
Exercise Prices
$108.69
$163.29
- $158.97
- $192.13
Total options
362,734
107,686
470,420
2.7 $
3.6
128.64
163.47
138,600 $
-
138,600
121.73
-
121.73
F-28
J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE L – STOCK OPTIONS (continued)
The following table summarizes information about nonqualified stock options outstanding as of September 26, 2020:
Number
Outstanding
at
Options Outstanding
Weighted-
Average
Remaining
September 26, Contractual
2020
Life
Weighted-
Average
Exercise
Price
Options Exercisable
Number
Exercisable
at
September 26,
2020
Weighted-
Average
Exercise
Price
Range of
Exercise Prices
$47.59
$80.79
$125.83
- $57.33
- $119.44
- $191.40
Total options
40,000
109,120
197,322
346,442
1.5 $
3.4
4.6
52.46
104.58
145.81
40,000 $
109,120
31,605
180,725
52.46
104.58
129.26
97.36
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 $2,390,000, $2,433,000 and $2,106,000 were made in fiscal
years 2020, 2019 and 2018, respectively.
NOTE N – CASH FLOW INFORMATION
The following is supplemental cash flow information:
Fiscal Year Ended
September 26, September 28, September 29,
2019
(in thousands)
2020
2018
Cash paid for:
Interest
Income taxes
Non cash items:
$
29 $
11,556
36 $
23,002
43
25,820
Obtaining a right-of-use asset in exchange for a lease liability
$
685 $
336 $
203
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.
F-29
J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE O – SEGMENT REPORTING (continued)
Food Service
The primary products sold by the food service segment are soft pretzels, frozen juice treats and desserts, churros,
dough enrobed handheld products and baked goods. Our customers in the food service segment include snack bars and food
stands in chain, department and discount stores; malls and shopping centers; casual dining restaurants; fast food outlets;
stadiums and sports arenas; leisure and theme parks; convenience stores; movie theatres; warehouse club stores; schools,
colleges and other institutions. Within the food service industry, our products are purchased by the consumer primarily for
consumption at the point-of-sale.
Retail Supermarkets
The primary products sold to the retail supermarket channel are soft pretzel products – including SUPERPRETZEL,
frozen juice treats and desserts including LUIGI’S Real Italian Ice, MINUTE MAID Juice Bars and Soft Frozen Lemonade,
WHOLE FRUIT frozen fruit bars and sorbet, PHILLY SWIRL cups and sticks and ICEE Squeeze-Up Tubes and MARY B’s
biscuits. Within the retail supermarket channel, our frozen and prepackaged products are purchased by the consumer for
consumption at home.
Frozen Beverages
The Company markets frozen beverages primarily under the names ICEE, SLUSH PUPPIE and PARROT ICE
which are sold primarily 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. Due
to a change in management and the reporting of our MARY B’s biscuit operations, which had sales and operating income of
$25,316,000 and $1,584,000, respectively, in our 2019 fiscal year, we have reclassified the operations from our Food Service
segment to our Retail Supermarket segment, which is reflected in all periods reported. Information regarding the operations
in these three reportable segments is as follows:
F-30
J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE O - SEGMENT REPORTING (continued)
September 26, September 28, September 29,
2019
(52 weeks)
(in thousands)
2018
(52 weeks)
2020
(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
Biscuits
Handhelds
Coupon redemption
Other
Total Retail Supermarket
Frozen Beverages
Beverages
Repair and maintenance service
Machines revenue
Other
Total Frozen Beverages
Consolidated Sales
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
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
150,786 $
35,176
46,881
36,088
332,514
17,448
618,893 $
49,157 $
88,743
28,317
12,303
(3,569)
2,214
177,165 $
107,004 $
83,420
33,986
1,570
225,980 $
209,227 $
43,672
65,976
31,685
359,020
26,407
735,987 $
36,264 $
73,751
25,316
10,902
(3,596)
1,955
144,592 $
171,820 $
85,834
45,811
2,143
305,608 $
208,544
42,364
61,726
38,928
344,838
22,991
719,391
36,438
74,435
26,553
12,419
(4,439)
2,086
147,492
160,937
78,805
28,652
2,988
271,382
1,022,038 $
1,186,187 $
1,138,265
28,111 $
1,577
23,360
53,048 $
26,978 $
1,418
20,214
48,610 $
6,458 $
23,202
(12,466)
17,194 $
76,546 $
10,460
29,950
116,956 $
34,798 $
1,763
21,256
57,817 $
29,197 $
1,979
25,952
57,128 $
738,033 $
31,704
286,816
1,056,553 $
766,081 $
29,369
223,889
1,019,339 $
25,983
1,313
19,181
46,477
71,285
11,075
28,415
110,775
36,325
928
22,769
60,022
693,098
27,586
217,549
938,233
F-31
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:
Beginning Balance
Other comprehensive loss
Ending Balance
Fiscal Year Ended
September 26, 2020
(in thousands)
Foreign Currency
Translation Adjustments
$
$
(12,988)
(2,599)
(15,587)
Fiscal Year Ended September 28, 2019
(in thousands)
Unrealized
Foreign
Currency
Holding Gain
Translation on Marketable
Adjustments
Securities
Total
Beginning Balance
$
(12,079) $
85 $
(11,994)
Other comprehensive loss before reclassifications
(909)
-
(909)
Amounts reclassified from accumulated other comprehensive
income
Ending Balance
-
(85)
(85)
$
(12,988) $
- $
(12,988)
NOTE Q - QUARTERLY FINANCIAL DATA (UNAUDITED)
1st Quarter
2nd Quarter
3rd Quarter
4th Quarter
Total
Fiscal Year Ended September 26, 2020
Net
Earnings
(Loss) Per
Net
Net Sales
Gross
Profit
Earnings Diluted
(Loss)
Share(1)
(in thousands, except per share information)
$ 282,897 $
272,042
214,563
252,536
$ 1,022,038 $
77,861 $
69,443
37,196
53,927
238,427 $
17,059 $
7,309
(12,647)
6,584
18,305 $
0.89
0.38
(0.67)
0.35
0.95
F-32
J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE Q - QUARTERLY FINANCIAL DATA (UNAUDITED) (continued)
Fiscal Year Ended September 28, 2019
Net
Earnings
Per
Net Sales
Gross
Profit
Net
Diluted
Earnings Share(1)
(in thousands, except per share information)
$ 271,612 $
276,302
326,701
311,872
76,863 $
79,248
101,349
92,941
$ 1,186,487 $ 350,401 $
17,526 $
20,354
30,872
26,067
94,819 $
0.93
1.08
1.63
1.36
5.00
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.
NOTE R – LEASES
General Lease Description
We have operating leases with initial noncancelable lease terms in excess of one year covering the rental of various
facilities and equipment. Certain of these leases contain renewal options and some provide options to purchase during the
lease term. Our operating lease include leases for real estate from some of our office and manufacturing facilities as well as
manufacturing and non-manufacturing equipment used in our business. The remaining lease terms for these operating leases
range from 1 month to 15 years.
We have finance leases with initial noncancelable lease terms in excess of one year covering the rental of various
equipment. These leases are generally for manufacturing and non-manufacturing equipment used in our business. The
remaining lease terms for these finance leases range from 1 year to 5 years.
Significant Assumptions and Judgments
Contract Contains a Lease
In evaluating our contracts to determine whether a contract is or contains a lease, we considered the following:
● Whether explicitly or implicitly identified assets have been deployed in the contract; and
● Whether we obtain substantially all of the economic benefits from the use of that underlying asset, and we can
direct how and for what purpose the asset is used during the term of the contract.
Allocation of Consideration
In determining how to allocate consideration between lease and non-lease components in a contract that was deemed
to contain a lease, we used judgment and consistent application of assumptions to reasonably allocate the consideration.
Options to Extend or Terminate Leases
We have leases which contain options to extend or terminate the leases. On a lease-by-lease basis, we have
determined if the extension should be considered reasonably certain to be exercised and thus a right-of-use asset and a lease
liability should be recorded.
F-33
J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE R – LEASES (continued)
Discount Rate
The discount rate for leases, if not explicitly stated in the lease, is the incremental borrowing rate, which is the rate
of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease
payments in a similar economic environment.
We used a discount rate to calculate the present value of the lease liability at the date of adoption. In the development
of the discount rate, we considered our internal borrowing rate, treasury security rates, collateral and credit risk specific to
us, and our lease portfolio characteristics.
As of September 26, 2020, the weighted-average discount rate of our operating and finance leases was 3.3% and
3.1%, respectively.
Practical Expedients and Accounting Policy Elections
We elected the package of practical expedients that permits us not to reassess our prior conclusions about lease
identification, lease classification and initial direct costs and made an accounting policy election to exclude short-term leases
with an initial term of 12 months or less from our Consolidated Balance Sheets.
Amounts Recognized in the Financial Statements
The components of lease expense were as follows:
Operating lease cost in Cost of goods sold and Operating Expenses
Finance lease cost:
Amortization of assets in Cost of goods sold and Operating Expenses
Interest on lease liabilities in Interest expense & other
Total finance lease cost
Short-term lease cost in Cost of goods sold and Operating Expenses
Total net lease cost
Supplemental balance sheet information related to leases is as follows:
Operating Leases
Operating lease right-of-use assets
Current operating lease liabilities
Noncurrent operating lease liabilities
Total operating lease liabilities
Finance Leases
Finance lease right-of-use assets in Property, plant and equipment, net
Current finance lease liabilities
Noncurrent finance lease liabilities
Total finance lease liabilities
F-34
Twelve
Months Ended
September 26,
2020
$
$
$
$
17,250
337
29
366
-
17,616
September 26,
2020
$
$
$
$
$
$
58,110
13,173
47,688
60,861
684
349
368
717
J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE R – LEASES (continued)
$6.9 million of right of use assets was impaired in our foodservice segment, which represents the full right-of-use asset value
of the lease of a Midwest manufacturing plant in which the lease was terminated.
Supplemental cash flow information related to leases is as follows:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
Operating cash flows from finance leases
Financing cash flows from finance leases
Supplemental noncash information on lease liabilities arising from obtaining right-of-use assets
Supplemental noncash information on lease liabilities removed due to purchase of leased asset
As of September 26, 2020, the maturities of lease liabilities were as follows:
Operating
Leases
2021
2022
2023
2024
2025
Thereafter
Total minimum payments
Less amount representing interest
Present value of lease obligations
$
$
$
Twelve Months
Ended
September 26,
2020
$
$
$
$
$
17,324
340
29
685
-
Finance Leases
369
168
98
98
26
-
759
(42)
717
14,765 $
12,491
10,637
8,263
5,204
16,288
67,649 $
(6,788)
60,861 $
As of September 26, 2020, the weighted-average remaining term of our operating and finance leases was 7.1 years
and 3.5 years, respectively.
As previously disclosed in our 2019 Annual Report on Form 10-K and under the previous lease accounting standard
(Topic 840), as of September 28, 2019, future minimum lease payments under noncancelable leases with initial lease
terms in excess of one year were as follows:
2020
2021
2022
2023
2024
Thereafter
Total minimum payments
Less amount representing interest
Present value of capital lease obligations
$
$
F-35
Operating
Leases
14,814 $
12,686
10,491
8,971
6,988
25,588
79,538 $
Capital Leases
339
349
156
91
95
27
1,057
-
1,057
$
J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE S - SUBSEQUENT EVENT:
We are continuing to experience the impacts of the COVID-19 pandemic on our operations after September 26,
2020, and although we cannot project how much our sales will continue to be affected going forward, we anticipate that our
sales will continue to be down compared to the prior year for the immediate future. Approximately 2/3 of our sales are to
venues and locations that have shut down or sharply curtailed their foodservice operations so we anticipate COVID-19 will
continue to have a negative impact on our business. As we have $278 million of cash and marketable securities on our balance
sheet as of September 26, 2020, we do not expect to have any liquidity issues, nor do we anticipate a material amount of our
assets would be impaired.
F-36
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Year
Description
Opening Charged to
Balance
Expense Deductions
Closing
Balance
2020
Allowance for doubtful accounts
$
572,000 $ 1,105,000 $ 289,000 (1) $ 1,388,000
2019
Allowance for doubtful accounts
$
400,000 $
389,000 $ 217,000 (1) $ 572,000
2018
Allowance for doubtful accounts
$
359,000 $
259,000 $ 218,000 (1) $ 400,000
(1) Write-offs of uncollectible accounts receivable.
S-1
C O R P O R A T E
I N F O R M A T I O N
OFFICERS
Gerald B. Shreiber
Chairman of the Board and
Chief Executive Officer
Daniel Fachner
President
Robert M. Radano
Senior Vice President and
Chief Operating Officer
Ken Plunk
Senior Vice President and
Chief Financial Officer
Robert Pape
Senior Vice President, Sales
Marjorie S. Roshkoff, Esquire
Vice President, In-House Counsel
and Corporate Secretary
John Griffith
Chief Information Officer
DIRECTORS
Gerald B. Shreiber
Chairman of the Board and
Chief Executive Officer
Marjorie S. Roshkoff, Esquire
Vice President, In-House Counsel
and Corporate Secretary
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
SENIOR LEADERSHIP
Robert Cranmer
Senior Director and General Manager
J&J Snack Foods Corp.
Jeff Gaddy
Vice President, Bakery Operations
J&J Snack Foods Corp.
Jay Montgomery
Vice President and General Manager
J&J Snack Foods Corp.
Douglas Davidson
Senior Vice President, Bakery Division
J&J Snack Foods Corp.
Mary Lou Kehoe
Director Human Resources
J&J Snack Foods Corp.
Deborah Kane
Senior Director Food Safety
Quality and Regulatory
J&J Snack Foods Corp.
Steve Every
Senior Vice President
The ICEE Company
Natalie Peterson
Vice President, Marketing
The ICEE Company
Scott Carter
Senior Vice President, Operations
The ICEE Company
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
QUARTERLY COMMON STOCK DATA
MARKET PRICE
FISCAL 2020
HIGH
LOW
1st Quarter . . . . . . . . . . . . . $195.72
$178.87
2nd Quarter . . . . . . . . . . . .
189.16
3rd Quarter . . . . . . . . . . . .
143.69
4th Quarter . . . . . . . . . . . .
142.64
105.67
117.90
115.00
FISCAL 2019
HIGH
LOW
1st Quarter . . . . . . . . . . . . . $162.80
$138.65
2nd Quarter . . . . . . . . . . . .
162.84
3rd Quarter . . . . . . . . . . . .
167.50
4th Quarter . . . . . . . . . . . .
196.84
138.40
150.61
159.63
INDEPENDENT ACCOUNTANTS
Grant Thornton, LLP
Philadelphia, PA
COUNSEL
Cozen O’Connor
Philadelphia, PA
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.
J&J Snack Foods Corp.
6000 Central Highway
6000 Central Highway
Pennsauken, NJ 08109
Pennsauken, NJ 08109
Attention: Marjorie Shreiber Roshkoff
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
ANNUAL MEETING
YOU ARE INVITED TO ATTEND THE
VIRTUAL ANNUAL MEETING OF STOCKHOLDERS
OF J&J SNACK FOODS CORP.
THE MEETING WILL BE HELD ON:
WEDNESDAY, FEBRUARY 10, 2021
10AM EASTERN TIME
The annual meeting will be a completely
“virtual meeting” of stockholders. You will be able to attend the
annual meeting as well as vote and submit your questions
during the live webcast of the meeting by visiting
www.virtualshareholdermeeting.com/JJSF2021
and entering the 16-digit control number included in our notice
of Internet availability of the proxy materials, on your proxy card
or in the instructions that accompanied your proxy materials.
Record date: December 14, 2020
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A N N U A L
R E P O R T
2 0 2 0
AUNTIE ANNE’S and the Auntie Anne’s logo are registered trademarks of Auntie Anne’s Franchisor SPV LLC. ©2017 Auntie Anne’s Franchisor SPV LLC.
SOUR PATCH KIDS, SOUR THEN SWEET, REDBERRY and the SOUR PATCH KID Design are registered trademarks of Mondelēz International group, used under license.
“Minute Maid” is a registered trademark of the Coca Cola Company.
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