J&J Snack Foods
JJSF
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A$2.21 B
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A$116.44
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J&J Snack Foods - 10-Q quarterly report FY2013 Q2


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

(Mark One)

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

For the period ended March 30, 2013
or


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

Commission File Number:            0-14616

J & J SNACK FOODS CORP.
(Exact name of registrant as specified in its charter)
 
 
New Jersey  22-1935537 
(State or other jurisdiction of  (I.R.S. Employer 
incorporation or organization)Identification No.) 
 
6000 Central Highway, Pennsauken, NJ 08109
(Address of principal executive offices)

Telephone (856) 665-9533


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
X           Yes                                                                No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
X           Yes                                                                No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large Accelerated filer (X)                                                                               Accelerated filer ( )

Non-accelerated filer (  )                                                                                   Smaller reporting company (  )
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes                                                      X           No

As April 22, 2013 there were 18,808,926 shares of the Registrant’s Common Stock outstanding.
 
 
1

 

INDEX
 
 

  
Page
Number
    
Part I.
Financial Information
   
    
Item l.
Consolidated Financial Statements
   
    
Consolidated Balance Sheets – March 30, 2013(unaudited) and September 29, 2012
3
 
   
Consolidated Statements of Earnings (unaudited) – Three and Six Months Ended March 30, 2013 and March 24, 2012
4
 
   
Consolidated Statements of Comprehensive Income(unaudited) – Three and Six Months Ended March 30, 2013 and March 24, 2012
5
 
   
Consolidated Statements of Cash Flows (unaudited) – Six Months Ended March 30, 2013 and March 24, 2012
6
 
   
Notes to the Consolidated Financial Statements(unaudited)
7
 
   
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
20
 
    
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
24
 
    
Item 4.
Controls and Procedures
24
 
    
Part II.
Other Information
   
    
Item 4.
Submission of Matters to a Vote of Security Holders
25
 
    
Item 6.
Exhibits
25
 

 
2

 

J & J SNACK FOODS CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
 
  
March 30,
2013
  
September 29,
2012
 
  
(unaudited)
    
Assets
      
Current assets
      
Cash and cash equivalents
 $102,338  $154,198 
Marketable securities held to maturity
  4,077   1,214 
Accounts receivable, net
  79,285   76,414 
Inventories, net
  75,017   69,761 
Prepaid expenses and other
  3,146   2,220 
Deferred income taxes
  4,376   4,261 
Total current assets
  268,239   308,068 
         
Property, plant and equipment, at cost
        
Land
  2,496   2,496 
Buildings
  26,741   26,741 
Plant machinery and equipment
  175,412   172,529 
Marketing equipment
  237,593   233,612 
Transportation equipment
  5,526   4,879 
Office equipment
  15,568   14,987 
Improvements
  23,646   22,889 
Construction in progress
  10,069   5,740 
   497,051   483,873 
Less accumulated depreciation and amortization
  354,097   342,329 
   142,954   141,544 
Other assets
        
Goodwill
  76,899   76,899 
Other intangible assets, net
  46,232   48,464 
Marketable securities held to maturity
  2,000   24,998 
Marketable securities available for sale
  80,292   - 
Other
  3,217   3,071 
   208,640   153,432 
  $619,833  $603,044 
Liability and Stockholder's Equity
        
Current Liabilities
        
Current obligations under capital leases
 $297  $340 
Accounts payable
  51,220   53,047 
Accrued insurance liability
  9,517   7,532 
Accrued income taxes
  2,667   962 
Accrued liabilities
  3,275   4,027 
Accrued compensation expense
  10,030   13,151 
Dividends payable
  3,008   2,446 
Total current liabilities
  80,014   81,505 
         
         
Long-term obligations under capital leases
  214   347 
Deferred income taxes
  45,023   44,874 
Other long-term liabilities
  673   831 
         
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 18,806,000 and 18,780,000 respectively
  43,927   43,011 
Accumulated other comprehensive loss
  (2,501)  (3,132)
Retained Earnings
  452,483   435,608 
   493,909   475,487 
  $619,833  $603,044 
 
The accompanying notes are an integral part of these statements
 
 
3

 
 
J & J SNACK FOODS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
(in thousands, except per share amounts)
 
  
Three months ended
  
Six months ended
 
  
March 30,
2013
  
March 24,
2012
  
March 30,
2013
  
March 24,
2012
 
             
Net Sales
 $201,326  $189,554  $392,734  $362,240 
                 
Cost of goods sold(1)
  143,175   135,567   280,448   261,847 
Gross Profit
  58,151   53,987   112,286   100,393 
                 
Operating expenses
                
Marketing (2)
  16,809   17,404   33,945   35,063 
Distribution (3)
  15,713   14,212   31,113   28,431 
Administrative (4)
  6,460   6,219   13,059   12,285 
Other general expense (income)
  10   (121)  (51)  (122)
   38,992   37,714   78,066   75,657 
                 
Operating Income
  19,159   16,273   34,220   24,736 
                 
Other income (expense)
                
Investment income
  896   380   1,672   735 
Interest expense & other
  (28)  (4)  (53)  (43)
                 
Earnings before income taxes
  20,027   16,649   35,839   25,428 
                 
Income taxes
  7,367   6,226   12,953   9,520 
                 
NET EARNINGS
 $12,660  $10,423  $22,886  $15,908 
                 
Earnings per diluted share
 $0.67  $0.55  $1.21  $0.84 
                 
Weighted average number of diluted shares
  18,886   18,930   18,878   18,902 
                 
Earnings per basic share
 $0.67  $0.55  $1.22  $0.84 
                 
Weighted average number of basic shares
  18,800   18,858   18,803   18,832 
 
(1)
Includes share-based compensation expense of $102 and $227 for the three months and six months ended March 30, 2013, respectively and $59 and $123 for the three months and six months ended March 24, 2012.
(2)
Includes share-based compensation expense of $137 and $310 for the three months and six months ended March 30, 2013, respectively and $89 and $184 for the three months and six months ended March 24, 2012.
(3)
Includes share-based compensation expense of $7 and $15 for the three months and six months ended March 30, 2013, respectively and $6 and $12 for the three months and six months ended March 24, 2012.
(4)
Includes share-based compensation expense of $163 and $364 for the three months and six months ended March 30, 2013, respectively and $121 and $250 for the three months and six months ended March 24, 2012.

See accompanying notes to the consolidated financial statements
 
 
4

 

J&J SNACK FOODS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(in thousands)
 
  
Three months ended
  
Six months ended
 
  
March 30,
2013
  
March 24,
2012
  
March 30,
2013
  
March 24,
2012
 
             
Net Earnings
 $12,660  $10,423  $22,886  $15,908 
                 
Foreign currency translation adjustments
  570   931   447   775 
Unrealized holding gain on marketable securities
  263   -   292   - 
Tax effect
  (97)  -   (108)  - 
                 
Total Other Comprehensive Income, net of tax
  736   931   631   775 
                 
Comprehensive Income
 $13,396  $11,354  $23,517  $16,683 
 
 
5

 

J & J SNACK FOODS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (in thousands)
 
  
Six months ended
 
  
March 30,
2013
  
March 24,
2012
 
Operating activities:
      
Net earnings
 $22,886  $15,908 
Adjustments to reconcile net earnings to net cash provided by operating activities:
        
Depreciation of fixed assets
  13,864   12,712 
Amortization of intangibles and deferred costs
  2,388   2,393 
Share-based compensation
  916   569 
Deferred income taxes
  (86)  (74)
Other
  (63)  (109)
Changes in assets and liabilities net of effects from purchase of companies
        
(Increase)decrease in accounts receivable
  (2,797)  2,114 
Increase in inventories
  (5,090)  (5,467)
(Increase) decrease in prepaid expenses
  (920)  279 
(Decrease)increase in accounts payable and accrued liabilities
  (2,543)  1,733 
Net cash provided by operating activities
  28,555   30,058 
Investing activities:
        
Purchases of property, plant and equipment
  (15,557)  (21,071)
Purchases of marketable securities
  (83,342)  (62,450)
Proceeds from redemption of marketable securities
  23,478   60,023 
Proceeds from disposal of property and equipment
  493   404 
Other
  (36)  (926)
Net cash used in investing activities
  (74,964)  (24,020)
Financing activities:
        
Payments to repurchase common stock
  (2,763)  - 
Proceeds from issuance of stock
  2,576   2,471 
Payments on capitalized lease obligations
  (177)  (139)
Payment of cash dividend
  (5,449)  (4,640)
Net cash used in financing activities
  (5,813)  (2,308)
Effect of exchange rate on cash and cash equivalents
  362   459 
Net (decrease) increase in cash and cash equivalents
  (51,860)  4,189 
Cash and cash equivalents at beginning of period
  154,198   87,479 
Cash and cash equivalents at end of period
 $102,338  $91,668 

See accompanying notes to the consolidated financial statements.
 
 
6

 

J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 1            In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position and the results of operations and cash flows.  Certain prior year amounts have been reclassified to conform to the current period presentation.  These reclassifications had no effect on reported net earnings.

The results of operations for the three months and six months ended March 30, 2013 and March 24, 2012 are not necessarily indicative of results for the full year.  Sales of our frozen beverages and frozen juice bars and ices are generally higher in the third and fourth quarters due to warmer weather.

While we believe that the disclosures presented are adequate to make the information not misleading, it is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and the notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 29, 2012.

Note 2            We recognize revenue from our products when the products are shipped to our customers. Repair and maintenance equipment service revenue is recorded when it is performed provided the customer terms are that the customer is to be charged on a time and material basis or on a straight-line basis over the term of the contract when the customer has signed a service contract. Revenue is recognized only where persuasive evidence of an arrangement exists, our price is fixed or estimable and collectability is reasonably assured.  We record offsets to revenue for allowances, end-user pricing adjustments, trade spending, coupon redemption costs and returned product.  Customers generally do not have the right to return product unless it is damaged or defective.   We provide an allowance for doubtful receivables after taking into consideration historical experience and other factors.  The allowance for doubtful receivables was $980,000 and $685,000 at March 30, 2013 and September 29, 2012, respectively.
 
 
Note 3            Depreciation of equipment and buildings is provided for by the straight-line method over the assets’ estimated useful lives. Amortization of improvements is provided for by the straight-line method over the term of the lease or the assets’ estimated useful lives, whichever is shorter.  Licenses and rights, customer relationships and non compete agreements arising from acquisitions are amortized by the straight-line method over periods ranging from 3 to 20 years.  Depreciation expense was $7,074,000 and $6,355,000 for the three months ended March 30, 2013 and March 24, 2012, respectively, and for the six months ended March 30, 2013 and March 24, 2012 was $13,864,000 and $12,712,000 respectively
 
 
7

 

Note 4            Basic earnings per common share (EPS) excludes dilution and is computed by dividing income available to common shareholders by the weighted average common shares outstanding during the period.  Diluted EPS takes into consideration the potential dilution that could occur if securities (stock options) or other contracts to issue common stock were exercised and converted into common stock. Our calculation of EPS is as follows:

 
  
Three Months Ended March 30, 2013
 
  
Income
(Numerator)
  
Shares
(Denominator)
  
Per Share
Amount
 
          
  
(in thousands, except per share amounts)
 
Basic EPS
         
Net Earnings available to common stockholders
 $12,660   18,800  $0.67 
             
Effect of Dilutive Securities
            
Options
  -   86   - 
             
Diluted EPS
            
Net Earnings available to common stockholders plus assumed conversions
 $12,660   18,886  $0.67 


  
Six Months Ended March 30, 2013
 
  
Income
(Numerator)
  
Shares
(Denominator)
  
Per Share
Amount
 
          
  
(in thousands, except per share amounts)
 
Basic EPS
         
Net Earnings available to common stockholders
 $22,886   18,803  $1.22 
             
Effect of Dilutive Securities
            
Options
  -   75   (0.01)
             
Diluted EPS
            
Net Earnings available to common stockholders plus assumed conversions
 $22,886   18,878  $1.21 

 
8

 

  
Three Months Ended March 24, 2012
 
  
Income
(Numerator)
  
Shares
(Denominator)
  
Per Share
Amount
 
          
  
(in thousands, except per share amounts)
 
Basic EPS
         
Net Earnings available to common stockholders
 $10,423   18,858  $0.55 
             
Effect of Dilutive Securities
            
Options
  -   72   - 
             
Diluted EPS
            
Net Earnings available to common stockholders plus assumed conversions
 $10,423   18,930  $0.55 



  
Six Months Ended March 24, 2012
 
  
Income
(Numerator)
  
Shares
(Denominator)
  
Per Share
Amount
 
          
  
(in thousands, except per share amounts)
 
Basic EPS
         
Net Earnings available to common stockholders
 $15,908   18,832  $0.84 
             
Effect of Dilutive Securities
            
Options
  -   70   - 
             
Diluted EPS
            
Net Earnings available to common stockholders plus assumed conversions
 $15,908   18,902  $0.84 

 
9

 

Note 5            At March 30, 2013, the Company has three stock-based employee compensation plans.  Share-based compensation was recognized as follows:


  
Three months ended
  
Six months ended
 
  
March 30,
2013
  
March 24,
2012
  
March 30,
2013
  
March 24,
2012
 
  
(in thousands, except per share amounts)
    
             
             
Stock Options
 $215  $198  $390  $293 
Stock purchase plan
  45   37   137   102 
Stock issued to outside directors
  12   -   24   - 
Restricted stock issued to an employee
  5   -   9   - 
  $277  $235  $560  $395 
                 
Per diluted share
 $0.01  $0.01  $0.03  $0.02 
                 
The above compensation is net of tax benefits
 $132  $40  $356  $174 
 

The Company anticipates that share-based compensation will not exceed $1.2 million net of tax benefits, or approximately $.06 per share for the fiscal year ending September 28, 2013.

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 2013 first six months: expected volatility of 26%; risk-free interest rate of .67%; dividend rate of .9% and expected lives of 5 years.

During the 2013 six month period, the Company granted 1,100 stock options.  The weighted-average grant date fair value of these options was $12.24. During the 2012 six month period, the Company granted 1,500 stock options.  The weighted-average grant date fair value of these options was $11.62.

Expected volatility is based on the historical volatility of the price of our common shares over the past 55 months for 5 year options and 10 years for 10 year options.  We use historical information to estimate expected life and forfeitures within the valuation model.  The expected term of awards represents the period of time that options granted are expected to be outstanding.  The risk-free rate for periods within the expected life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.  Compensation cost is recognized using a straight-line method over the vesting or service period and is net of estimated forfeitures.

Note 6            We account for our income taxes under the liability method.  Under the liability method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates that will be in effect when these differences reverse.  Deferred tax expense is the result of changes in deferred tax assets and liabilities.
 
 
10

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

The total amount of gross unrecognized tax benefits is $445,000 and $541,000 on March 30, 2013 and September 29, 2012, 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.  As of March 30, 2013 and September 29, 2012, respectively, the Company has $266,000 and $284,000 of accrued interest and penalties.

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

Note 7            In June 2011, the FASB issued guidance which gives us the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both options, we are required to present each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments in this guidance do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income.  This guidance was adopted in our fiscal year 2013 first quarter and did not have a material impact on our financial statements.
 
 
11

 

Note 8            Inventories consist of the following:


  
March 30,
2013
  
September 29,
2012
 
  
(unaudited)
 
  
(in thousands)
 
       
Finished goods
 $35,626  $32,439 
Raw Materials
  16,291   14,584 
Packaging materials
  6,571   5,985 
Equipment parts & other
  16,529   16,753 
  $75,017  $69,761 
         
The above inventories are net of reserves
 $4,174  $3,883 

Note 9            We principally sell our products to the food service and retail supermarket industries.  Sales and results of our frozen beverages business are monitored separately from the balance of our food service business because of different distribution and capital requirements.  We maintain separate and discrete financial information for the three operating segments mentioned above which is available to our Chief Operating Decision Makers.

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 (loss). These segments are described below.

Food Service

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


Retail Supermarkets

The primary products sold by the retail supermarket segment 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, WHOLE FRUIT Sorbet, ICEE Squeeze-Up Tubes, dough enrobed handheld products and TIO PEPE’S Churros.  Within the retail supermarket channel, our frozen and prepackaged products are purchased by the consumer for consumption at home.

 
12

 

Frozen Beverages

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

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.  In addition, the Chief Operating Decision Makers review and evaluate depreciation, capital spending and assets of each segment on a quarterly basis to monitor cash flow and asset needs of each segment. Information regarding the operations in these three reportable segments is as follows:

 
13

 

  
Three months ended
  
Six months ended
 
  
March 30,
2013
  
March 24,
2012
  
March 30,
2013
  
March 24,
2012
 
  
(unaudited)
 
  (in thousands) 
Sales to External Customers:
            
Food Service
            
Soft pretzels
 $35,337  $27,396  $67,931  $53,013 
Frozen juices and ices
  10,122   11,574   17,649   19,426 
Churros
  14,067   11,547   27,874   21,933 
Handhelds
  6,938   7,579   13,252   13,993 
Bakery
  67,084   64,364   135,389   125,184 
Other
  1,845   1,864   3,485   3,844 
  $135,393  $124,324  $265,580  $237,393 
                 
Retail Supermarket
                
Soft pretzels
 $10,046  $8,473  $18,624  $16,607 
Frozen juices and ices
  8,998   9,495   15,468   16,575 
Handhelds
  5,117   5,787   11,430   11,668 
Coupon redemption
  (754)  (569)  (1,543)  (1,326)
Other
  146   248   277   744 
  $23,553  $23,434  $44,256  $44,268 
                 
Frozen Beverages
                
Beverages
 $25,183  $26,397  $50,480  $50,378 
Repair and maintenance service
  12,710   11,946   24,552   23,489 
Machines sales
  3,945   3,022   6,993   5,935 
Other
  542   431   873   777 
  $42,380  $41,796  $82,898  $80,579 
                 
Consolidated Sales
 $201,326  $189,554  $392,734  $362,240 
                 
Depreciation and Amortization:
                
Food Service
 $4,717  $4,204  $9,226  $8,404 
Retail Supermarket
  7   5   15   10 
Frozen Beverages
  3,541   3,326   7,011   6,691 
  $8,265  $7,535  $16,252  $15,105 
                 
Operating Income:
                
Food Service
 $15,363  $12,748  $27,960  $20,002 
Retail Supermarket
  2,404   1,658   3,974   3,482 
Frozen Beverages
  1,392   1,867   2,286   1,252 
  $19,159  $16,273  $34,220  $24,736 
                 
Capital Expenditures:
                
Food Service
 $4,682  $6,579  $9,942  $12,892 
Retail Supermarket
  -   -   -   - 
Frozen Beverages
  3,394   5,623   5,615   8,179 
  $8,076  $12,202  $15,557  $21,071 
                 
Assets:
                
Food Service
 $471,807  $422,513  $471,807  $422,513 
Retail Supermarket
  6,082   4,087   6,082   4,087 
Frozen Beverages
  141,944   140,388   141,944   140,388 
  $619,833  $566,988  $619,833  $566,988 

 
14

 
 
Note 10          Our three reporting units, which are also reportable segments, are Food Service, Retail Supermarkets and Frozen Beverages.

The carrying amounts of acquired intangible assets for the Food Service, Retail Supermarkets and Frozen Beverage segments as of March 30, 2013 and September 29, 2012 are as follows:


  
March 30, 2013
  
September 29, 2012
 
  
Gross
Carrying
Amount
  
Accumulated
Amortization
  
Gross
Carrying
Amount
  
Accumulated
Amortization
 
  (in thousands) 
             
FOOD SERVICE
            
Indefinite lived intangible assets
            
Trade Names
 $12,880  $-  $12,880  $- 
                 
Amortized intangible assets
                
Non compete agreements
  545   467   545   456 
Customer relationships
  40,187   24,385   40,187   22,582 
License and rights
  3,606   2,566   3,606   2,519 
  $57,218  $27,418  $57,218  $25,557 
                 
RETAIL SUPERMARKETS
                
                 
Indefinite lived intangible assets
                
Trade Names
 $4,006  $-  $4,006  $- 
                 
Amortized Intangible Assets
                
Customer relationships
  279   47   279   31 
  $4,285  $47  $4,285  $31 
                 
                 
FROZEN BEVERAGES
                
                 
Indefinite lived intangible assets
                
Trade Names
 $9,315  $-  $9,315  $- 
                 
Amortized intangible assets
                
Non compete agreements
  198   198   198   198 
Customer relationships
  6,478   4,521   6,478   4,201 
Licenses and rights
  1,601   679   1,601   644 
  $17,592  $5,398  $17,592  $5,043 
                 
CONSOLIDATED
 $79,095  $32,863  $79,095  $30,631 
 
 
15

 

Amortized intangible assets are being amortized by the straight-line method over periods ranging from 3 to 20 years and amortization expense is reflected throughout operating expenses. No intangible assets were acquired in the six months ended March 30, 2013.  Aggregate amortization expense of intangible assets for the three months ended March 30, 2013 and March 24, 2012 was $1,113,000 and $1,114,000, respectively and for the six months ended March 30, 2013 and March 24, 2012 was $2,232,000 and $2,246,000 respectively.

Estimated amortization expense for the next five fiscal years is approximately $4,500,000 in 2013, $4,400,000 in 2014 and 2015 and $4,200,000 in 2016 and $1,700,000 in 2017. The weighted average amortization period of the intangible assets is 10.1 years.

Goodwill

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

   
Food
Service
  
Retail
Supermarket
  
Frozen
Beverages
  
Total
 
   
(in thousands)
 
Balance at March 30, 2013
 $39,115  $1,844  $35,940  $76,899 

There were no changes in the carrying amounts of goodwill for the three and six months ended March 30, 2013.

 
Note 11          We have classified our investment securities as marketable securities held to maturity and available for sale.  The FASB defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the FASB has established three levels of inputs that may be used to measure fair value:
 
Level 1
Observable input such as quoted prices in active markets for identical assets or liabilities;
 
Level 2
Observable inputs, other than Level 1 inputs in active markets, that are observable either directly or indirectly; and
 
Level 3
Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions.
 
 
16

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

The amortized cost, unrealized gains and losses, and fair market values of our investment securities held to maturity at March 30, 2013 are summarized as follows:


  
Amortized
Cost
  
Gross
Unrealized
Gains
  
Gross
Unrealized
Losses
  
Fair
Market
Value
 
  (in thousands) 
Guaranteed Investment Contract
 $3,341  $-  $-  $3,341 
US Government Agency Debt
  2,000   14   -   2,014 
Certificates of Deposit
  736   -   -  $736 
  $6,077  $14  $0  $6,091 


The amortized cost, unrealized gains and losses, and fair market values of our investment securities available for sale at March 30, 2013 are summarized as follows:


  
Amortized
Cost
  
Gross
Unrealized
Gains
  
Gross
Unrealized
Losses
  
Fair
Market
Value
 
  (in thousands) 
             
Mutual Funds
 $80,000  $519  $227  $80,292 
                 
  $80,000  $519  $227  $80,292 

The mutual funds seek current income with an emphasis on maintaining low volatility and overall moderate duration.

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

The amortized cost, unrealized gains and losses, and fair market values of our investment securities held to maturity at September 29, 2012 are summarized as follows:


  
Amortized
Cost
  
Gross
Unrealized
Gains
  
Gross
Unrealized
Losses
  
Fair
Market
Value
 
  (in thousands) 
US Government Agency Debt
 $24,998  $126  $-  $25,124 
Certificates of Deposit
  1,214   -   -   1,214 
  $26,212  $126  $-  $26,338 
 
 
All of the certificates of deposit are within the FDIC limits for insurance coverage.
 
 
17

 

The amortized cost and fair value of the Company’s held to maturity securities by contractual maturity at March 30, 2013 and September 29, 2012 are summarized as follows:


  
March 30, 2013
  
September 29, 2012
 
  
Amortized
Cost
  
Fair
Market
Value
  
Amortized
Cost
  
Fair
Market
Value
 
  (in thousands) 
Due in one year or less
 $4,077  $4,077  $1,214  $1,214 
Due after one year through five years
  -   -   -   - 
Due after five years through ten years
  2,000   2,014   24,998   25,124 
Total held to maturity securities
 $6,077  $6,091  $26,212  $26,338 
Less current portion
  4,077   4,077   1,214   1,214 
Long term held to maturity securities
 $2,000  $2,014  $24,998  $25,124 
 
 
Proceeds from the redemption and sale of marketable securities were $23,238,000 and $23,478,000 in the three months and six months ended March 30, 2013, respectively; and $26,713,000 and $60,023,000 in the three months and six month ended March 24, 2012, respectively, with no gain or loss recorded.  We use the specific identification method to determine the cost of securities sold.


Note 12          In May 2011, we acquired the frozen handheld business of ConAgra Foods.  This business had sales of approximately $50 million over the prior twelve months to food service and retail supermarket customers and sales of $18.3 million in our 2011 fiscal year from the acquisition date.

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


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

 
18

 



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

The purchase price allocation resulted in the recognition of a gain on bargain purchase of approximately $6,580,000 which is included in other income in the consolidated statement of earnings for the three and nine months ended June 25, 2011.  The gain on bargain purchase resulted from the fair value of the identifiable net assets acquired exceeding the purchase price.

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

The purchase price allocation for the Kim and Scott’s acquisition is as follows:
 
   
(in thousands)
 
     
Working Capital
 $(89)
Property, plant & equipment
  724 
Trade Names
  126 
Customer Relationships
  235 
Non Compete Agreement
  75 
Goodwill
  6,829 
      
      
Purchase Price
 $7,900 
 
 

Acquisition costs of $155,000 for the Kim & Scott’s acquisition are included in other general expense in the consolidated statements of earnings for the year ended September 29, 2012.
 
 
19

 

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


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

Liquidity and Capital Resources

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

The Company’s Board of Directors declared a regular quarterly cash dividend of $.16 per share of its common stock payable on April 3, 2013, to shareholders of record as of the close of business on March 11, 2013.

In our fiscal year ended September 29, 2012, we purchased and retired 142,038 shares of our common stock at a cost of $8,167,125.  All of the shares were purchased in the fourth quarter.  Subsequent to September 29, 2012 and through October 31, 2012, we purchased and retired 48,255 shares of our common stock at a cost of $2,762,602.  On November 8, 2012 the Company’s Board of Directors authorized the purchase and retirement of an additional 500,000 shares of the Company’s common stock.

In the three months ended March 30, 2013 and March 24, 2012, fluctuations in the valuation of the Mexican and Canadian currencies and the resulting translation of the net assets of our Mexican and Canadian subsidiaries caused a decrease of $570,000 in accumulated other comprehensive loss in the 2013 second quarter and a decrease of $931,000 in accumulated other comprehensive loss in the 2012 second quarter. In the six month period, fluctuations in the valuation of the Mexican and Canadian currencies and the resulting translation of the net assets of our Mexican and Canadian subsidiaries caused a decrease of $447,000 in accumulated other comprehensive loss in the 2013 six month period and a decrease of $775,000 in accumulated other comprehensive loss in the 2012 six month period.
 
Our general-purpose bank credit line which expires in December 2016 provides for up to a $50,000,000 revolving credit facility.  The agreement contains restrictive covenants and requires commitment fees in accordance with standard banking practice. There were no outstanding balances under this facility at March 30, 2013.

Results of Operations

Net sales increased $11,772,000 or 6% for the three months to $201,326,000 and $30,494,000 or 8% to $392,734,000 for the six months ended March 30, 2013 compared to the three and six months ended March 24, 2012.
 
 
20

 

In the March quarter, January sales increased 13.5% over the sales of the prior year while the sales increase for February and March was 3.5%.  The lower sales increase in February and March resulted primarily from lower sales compared to a year ago in February and March of frozen juices and ices, handhelds and bakery products in our foodservice segment.      
         
Excluding sales resulting from the acquisition of Kim & Scott’s Gourmet Pretzels in June 2012, sales increased approximately 5% for the three months and 8% for the six months.


FOOD SERVICE

Sales to food service customers increased $11,069,000 or 9% in the second quarter to $135,393,000 and increased $28,187,000 or 12% for the six months.  Excluding Kim & Scott’s sales, food service sales increased approximately 8% for the second quarter and increased 11% for the six months.  Soft pretzel sales to the food service market increased 29% to $35,337,000 in the second quarter and increased 28% to $67,931,000 in the six months due to increased sales to restaurant chains, warehouse club stores and throughout our customer base. Increased sales to three customers accounted for approximately 50% of the increase in pretzel sales in the quarter and six months. Without Kim & Scott’s, pretzel sales increased about 24% for the three months and 24% for the six months.  Frozen juices and ices sales decreased 13% to $10,122,000 in the three months and 9% to $17,649,000 in the six months resulting from lower sales to school food service accounts. Churro sales to food service customers increased 22% to $14,067,000 in the second quarter and were up 27% to $27,874,000 in the six months with sales to one restaurant chain accounting for over 90% of the increase in both periods.

Sales of bakery products increased $2,720,000 or 4% in the second quarter to $67,084,000 and increased $10,205,000 or 8% for the six months as sales increases and decreases were spread throughout our customer base.

Sales of new products in the first twelve months since their introduction were approximately $2.1 million in this quarter and $6.9 million in the six months. Price increases accounted for approximately $3.5 million of sales in the quarter and $6.5 million in the six months and net volume increases, including new product sales as defined above and sales resulting from the acquisition of Kim & Scott’s, accounted for approximately $7.6 million of sales in the quarter and $21.7 million of sales in the six months.

Operating income in our Food Service segment increased from $12,748,000 to $15,363,000 in the quarter and increased from $20,002,000 to $27,960,000 for the six months. Operating income for the quarter and six months benefited from increased sales volume, price increases and lower ingredients and packaging costs.

 
21

 

RETAIL SUPERMARKETS

Sales of products to retail supermarkets increased $119,000 or less than 1% to $23,553,000 in the second quarter and were essentially unchanged at $44,256,000 in the first half. Excluding Kim & Scott’s sales, sales decreased 1% for the second quarter and 1% for the six months.  Soft pretzel sales for the second quarter were up 19% to $10,046,000 and were up 12% to $18,624,000 for the six months on a unit volume increase of 18% for the quarter and 11% for the six months. Excluding Kim & Scott’s sales, soft pretzel sales increased about 15% for this quarter and 9% for the six months. Soft pretzel sales benefited from increased distribution of our sweet cinnamon variety and perhaps from additional advertising.  Sales of frozen juices and ices decreased $497,000 or 5% to $8,998,000 in the second quarter and were down 7% to $15,468,000 in the first half on a unit volume decrease of 14% in this quarter and 14% for the six months.  Reduced trade spending, a reduction of sales, accounted for the difference between the case decline and the sales decline. Frozen juices and ices sales were impacted by lost distribution and perhaps by unseasonably cold weather.  Coupon redemption costs, a reduction of sales, increased 33% or about $185,000 for the quarter and 16% to $1,543,000 for the six  months. Handheld sales to retail supermarket customers decreased 12% to $5,117,000 in the quarter and 2% to $11,430,000 for the six months due primarily to lower sales to one customer.

Sales of new products in the first twelve months since their introduction were approximately $800,000 in the second quarter and $2.0 million in the six months. Price increases accounted for approximately $700,000 of sales in the quarter and $900,000 in the six months and net volume decreases, including new product sales as defined above and Kim & Scott’s sales and net of increased coupon costs, reduced sales by  approximately $600,000 in this quarter and $900,000 in the six months. Operating income in our Retail Supermarkets segment increased from $1,658,000 to $2,404,000 in the quarter and from $3,482,000 to $3,974,000 in the six months primarily because of reduced allowances for the introduction of products into retailers, reduced trade spending in general and improved margins.

 
FROZEN BEVERAGES

Frozen beverage and related product sales increased 1% to $42,380,000 in the second quarter and increased $2,319,000 or 3% to $82,898,000 in the six month period.  Beverage related sales alone decreased 5% to $25,183,000 in the second quarter and were essentially unchanged at $50,480,000 in the six months.   Gallon sales were down 10% for the three months and 4% for the six months with over 2/3 of the drop in gallons in both periods concentrated in four customers.  Service revenue increased 6% to $12,710,000 in the second quarter and 5% to $24,552,000 for the six months with sales increases and decreases spread throughout our customer base.
 
 
22

 

Sales of beverage machines, which tend to fluctuate from year to year while following no specific trend, were $923,000 or 31% higher in  the three month period and $1,058,000 higher in the six months.  The approximate number of company owned frozen beverage dispensers was 43,100 and 42,500 at March 30, 2013 and September 29, 2012, respectively.  Operating income in our Frozen Beverage segment decreased $475,000 to $1,392,000 in the second quarter and increased to $2,286,000 from $1,252,000 in the six months. The decrease in operating income in the quarter resulted from lower beverage sales.  For the six months, the increase in operating income was primarily from a reduction in operating expenses.

CONSOLIDATED

Gross profit as a percentage of sales increased to 28.88% in the three month period from 28.48% last year and increased to 28.59% in the six month period from 27.71% a year ago.  Higher volume in our food service segment was the primary reason for the improved gross profit margin in the three and six month periods and the second quarter also benefitted by lower ingredient and packaging costs of approximately $700,000.  Ingredient and packaging costs can be extremely volatile and may be significantly different from what we are presently expecting and therefore we cannot project the impact of ingredient and packaging costs on our business going forward.

Total operating expenses increased $1,278,000 in the second quarter but as a percentage of sales decreased .53 percentage points from 20% percent to 19%.  For the first half, operating expenses increased $2,409,000, but as a percentage of sales decreased 1.01 percentage points  from 21% to 20%. The drop in percentages was generally because of increased sales in our food service segment and lower expenses in our frozen beverage segment and the overall reduction of $800,000 in expense because of the management and sales meeting we had in last year’s first quarter.  Marketing expenses decreased from 9% to 8% of sales in the quarter and decreased from 10% to 9% of sales in the six months also because of higher sales and reduction of expenses.  Distribution expenses were 7.80% of sales in this year’s quarter and were 7.50% of sales in last year’s quarter, and were 8% of sales in both years’ six months.  Administrative expenses were 3% of sales in all periods.

Operating income increased $2,886,000 or 18% to $19,159,000 in the second quarter and increased $9,484,000 or 38% to $34,220,000 in the first half as a result of the aforementioned items.

Investment income increased by $516,000 and $937,000 in the second quarter and six months, respectively, due primarily to increased investments of marketable securities.  We invested $80 million in the first quarter in mutual funds that seek current income with an emphasis on maintaining low volatility and overall moderate duration.  We estimate yield from these funds to approximate 3.5 – 4.0%.  US Government Agency debt of $23.0 million held at September 29, 2012 which was yielding 2.0% has been called in the six months ending March 30, 2013.
 
 
23

 

The effective income tax rate has been estimated at 37% and 37% for the quarter this year and last year, respectively and 36% and 37% for the six months this year and last year, respectively. We are estimating an effective income tax rate of between 36 1/2% and 37% for the year.  The six months benefitted from a reduction of tax expense because of changes in estimates related to a prior year.

Net earnings increased $2,237,000 or 21% in the current three month period to $12,660,000 and increased 44% to $22,886,000 for the six months this year from $15,908,000 last year 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.


Item 3.
Quantitative and Qualitative Disclosures About Market Risk

There has been no material change in the Company’s assessment of its sensitivity to market risk since its presentation set forth, in item 7a. “Quantitative and Qualitative Disclosures About Market Risk,” in its 2012 annual report on Form 10-K filed with the SEC.

Item 4. 
Controls and Procedures

The Chief Executive Officer and the Chief Financial Officer of the Company (its principal executive officer and principal financial officer, respectively) have concluded, based on their evaluation as of March 30, 2013, that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports filed or submitted by it under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

There has been no change in the Company’s internal control over financial reporting during the quarter ended March 30, 2013, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 
24

 

 PART II.  OTHER INFORMATION


Item 4.
Submission of Matters to a Vote of Security Holders

The results of voting at the Annual Meeting of Shareholders held on February 7, 2013 is as follows:

Proposal One
 
Votes For
  
Votes Withheld
 
Election of Sidney R. Brown as Director
  16,499,610   606,763 
 
 
Proposal Two
 
Votes For
  
Votes Against
  
Votes Abstain
  
Broker Non-Vote
 
Advisory Vote on the Approval of the Compensation of Executives
  16,795,644   222,916   87,813   0 

Based upon review of the above results of voting, the Board of Directors plans to submit Proposal Two for a shareholder vote at its Annual Meeting of Shareholders to be held in February 2014.

The Company had 18,774,966 shares outstanding on December 11, 2012, the record date.


Item 6.
Exhibits
 
Exhibit No.
 
     
31.1
 & 
Certification Pursuant to Section 302 of
31.2
   
the Sarbanes-Oxley Act of 2002
     
99.5
 & 
Certification Pursuant to the 18 U.S.C.
99.6
   
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
101   The following financial information from J&J Snack Foods Corp.'s Quarterly Report on Form 10-Q for the quarter ended March 30, 2013, formatted in XBRL (eXtensible Business Reporting Language):
    (i)
Consolidated Balance Sheets,
    (ii)Consolidated Statements of Earnings,
    (iii)
Consolidated Statements of Comprehensive Income,
    (iv)
Consolidated Statements of Cash Flows and
    (v)
the Notes to the Consolidated Financial Statements
 
 
25

 

SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
J & J SNACK FOODS CORP.
 
   
   
   
Dated: April 29, 2013 /s/ Gerald B. Shreiber 
 Gerald B. Shreiber 
 Chairman of the Board, 
 President, Chief Executive 
 Officer and Director 
 (Principal Executive Officer) 
   
   
   
Dated: April 29, 2013/s/ Dennis G. Moore 
 Dennis G. Moore, Senior Vice 
 President, Chief Financial 
 Officer and Director 
 (Principal Financial Officer) 
 (Principal Accounting Officer) 
 
 
 
26