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New
Jersey
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22-1935537
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
|
Identification
No.)
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Page
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||
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Number
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||
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Part
I. Financial Information
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||
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Item
l.
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Consolidated
Financial Statements
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Consolidated
Balance Sheets – June 26, 2010 (unaudited) and September 26,
2009
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3
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Consolidated
Statements of Earnings (unaudited) – Three Months and Nine
Months Ended June 26, 2010 and June 27, 2009
|
5
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|
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Consolidated
Statements of Cash Flows (unaudited) – Nine Months Ended June
26, 2010 and June 27, 2009
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6
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|
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Notes
to the Consolidated Financial Statements (unaudited)
|
7
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|
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Item
2.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
23
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Item
3.
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Quantitative
and Qualitative Disclosures About Market Risk
|
28
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Item
4.
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Controls
and Procedures
|
29
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Part
II. Other Information
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||
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Item
6.
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Exhibits
and Reports on Form 8-K
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30
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June 26,
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September 26,
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|||||||
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2010
|
2009
|
|||||||
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(Unaudited)
|
||||||||
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Current
assets
|
||||||||
|
Cash
and cash equivalents
|
$ | 54,293 | $ | 60,343 | ||||
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Marketable
securities held to maturity
|
26,865 | 38,653 | ||||||
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Accounts
receivable, net
|
66,282 | 60,542 | ||||||
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Inventories,
net
|
53,224 | 46,004 | ||||||
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Prepaid
expenses and other
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2,322 | 1,910 | ||||||
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Deferred
income taxes
|
3,676 | 3,659 | ||||||
| 206,662 | 211,111 | |||||||
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Property,
plant and equipment, at cost
|
||||||||
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Land
|
1,416 | 1,416 | ||||||
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Buildings
|
8,672 | 8,672 | ||||||
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Plant
machinery and equipment
|
142,995 | 133,758 | ||||||
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Marketing
equipment
|
214,626 | 202,708 | ||||||
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Transportation
equipment
|
3,003 | 2,733 | ||||||
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Office
equipment
|
12,455 | 11,461 | ||||||
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Improvements
|
19,435 | 18,454 | ||||||
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Construction
in progress
|
3,309 | 3,954 | ||||||
| 405,911 | 383,156 | |||||||
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Less
accumulated depreciation and amortization
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302,193 | 285,983 | ||||||
| 103,718 | 97,173 | |||||||
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Other
assets
|
||||||||
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Goodwill
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70,070 | 60,314 | ||||||
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Other
intangible assets, net
|
56,577 | 49,125 | ||||||
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Marketable
securities held to maturity
|
28,322 | 19,994 | ||||||
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Other
|
1,893 | 2,110 | ||||||
| 156,862 | 131,543 | |||||||
| $ | 467,242 | $ | 439,827 | |||||
|
LIABILITIES
AND
|
June 26,
|
September 26,
|
||||||
|
STOCKHOLDERS’
EQUITY
|
2010
|
2009
|
||||||
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(Unaudited)
|
||||||||
|
Current
liabilities
|
||||||||
|
Current
obligations under capital leases
|
$ | 98 | $ | 96 | ||||
|
Accounts
payable
|
53,613 | 48,204 | ||||||
|
Accrued
liabilities
|
7,354 | 5,919 | ||||||
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Accrued
compensation expense
|
9,637 | 11,656 | ||||||
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Dividends
payable
|
1,987 | 1,804 | ||||||
| 72,689 | 67,679 | |||||||
|
Long-term
obligations under capital leases
|
211 | 285 | ||||||
|
Deferred
income taxes
|
27,033 | 27,033 | ||||||
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Other
long-term liabilities
|
1,983 | 1,986 | ||||||
| 29,227 | 29,304 | |||||||
|
Stockholders’
equity
|
||||||||
|
Capital
stock
|
||||||||
|
Preferred,
$1 par value; authorized, 10,000 shares; none issued
|
- | - | ||||||
|
Common,
no par value; authorized 50,000 shares; issued and outstanding, 18,482 and
18,526 shares, respectively
|
37,799 | 41,777 | ||||||
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Accumulated
other comprehensive loss
|
(2,978 | ) | (3,431 | ) | ||||
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Retained
earnings
|
330,505 | 304,498 | ||||||
| 365,326 | 342,844 | |||||||
| $ | 467,242 | $ | 439,827 | |||||
|
Three
months ended
|
Nine
months ended
|
|||||||||||||||
|
June
26,
|
June
27,
|
June
26,
|
June
27,
|
|||||||||||||
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||
|
Net
Sales
|
$ | 189,729 | $ | 179,761 | $ | 496,192 | $ | 470,255 | ||||||||
|
Cost
of goods sold
(1)
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124,698 | 118,727 | 335,345 | 323,162 | ||||||||||||
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Gross
profit
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65,031 | 61,034 | 160,847 | 147,093 | ||||||||||||
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Operating
expenses
|
||||||||||||||||
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Marketing
(2)
|
19,341 | 18,226 | 52,228 | 50,804 | ||||||||||||
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Distribution
(3)
|
13,434 | 12,829 | 38,422 | 36,403 | ||||||||||||
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Administrative
(4)
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6,139 | 5,609 | 17,765 | 16,789 | ||||||||||||
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Other
general (income) expense
|
55 | (10 | ) | 59 | 6 | |||||||||||
| 38,969 | 36,654 | 108,474 | 104,002 | |||||||||||||
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Operating
income
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26,062 | 24,380 | 52,373 | 43,091 | ||||||||||||
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Other
income (expenses)
|
||||||||||||||||
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Investment
income
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282 | 290 | 876 | 1,049 | ||||||||||||
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Interest
expense and other
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(46 | ) | (27 | ) | (159 | ) | (84 | ) | ||||||||
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Earnings
before income taxes
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26,298 | 24,643 | 53,090 | 44,056 | ||||||||||||
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Income
taxes
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10,437 | 9,714 | 21,138 | 17,564 | ||||||||||||
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NET
EARNINGS
|
$ | 15,861 | $ | 14,929 | $ | 31,952 | $ | 26,492 | ||||||||
|
Earnings
per diluted share
|
$ | .85 | $ | .80 | $ | 1.71 | $ | 1.42 | ||||||||
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Weighted
average number of diluted shares
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18,731 | 18,698 | 18,705 | 18,697 | ||||||||||||
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Earnings
per basic share
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$ | .86 | $ | .81 | $ | 1.73 | $ | 1.43 | ||||||||
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Weighted
average number of basic shares
|
18,529 | 18,480 | 18,516 | 18,507 | ||||||||||||
|
(1)
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Includes
share-based compensation expense of $44 and $143 for the three and nine
months ended June 26, 2010, respectively and $44 and $168 for the three
and nine months ended June 27, 2009,
respectively.
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(2)
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Includes
share-based compensation expense of $109 and $361 for the three and nine
months ended June 26, 2010, respectively and $158 and $583 for the three
and nine months ended June 27, 2009,
respectively.
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(3)
|
Includes
share-based compensation expense and $5 and $17 for the three and nine
months ended June 26, 2010, respectively and $5 and $17 for the three and
nine
months
ended June 27, 2009,
respectively.
|
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(4)
|
Includes
share-based compensation expense of $145 and $460 for the three and nine
months ended June 26, 2010, respectively and $168 and $591 for the three
and nine months ended June 27, 2009,
respectively.
|
|
Nine
months ended
|
||||||||
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June
26,
|
June
27,
|
|||||||
|
2010
|
2009
|
|||||||
|
Operating
activities:
|
||||||||
|
Net
earnings
|
$ | 31,952 | $ | 26,492 | ||||
|
Adjustments
to reconcile net earnings to net cash provided by operating
activities:
|
||||||||
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Depreciation
and amortization of fixed assets
|
18,147 | 16,796 | ||||||
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Amortization
of intangibles and deferred costs
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3,891 | 3,817 | ||||||
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Share-based
compensation
|
981 | 1,359 | ||||||
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Deferred
income taxes
|
(14 | ) | (154 | ) | ||||
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Other
|
1 | (19 | ) | |||||
|
Changes
in assets and liabilities, net of effects from purchase of
companies
|
||||||||
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Increase
(decrease) in accounts receivable
|
(5,051 | ) | 1,727 | |||||
|
Increase
in inventories
|
(7,033 | ) | (3,343 | ) | ||||
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Increase
in prepaid expenses
|
(356 | ) | (344 | ) | ||||
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Increase
in accounts payable and accrued liabilities
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4,720 | 8,199 | ||||||
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Net
cash provided by operating activities
|
47,238 | 54,530 | ||||||
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Investing
activities:
|
||||||||
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Payments
for purchases of companies, net of cash acquired
|
(25,185 | ) | - | |||||
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Purchase
of property, plant and equipment
|
(21,314 | ) | (17,524 | ) | ||||
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Purchase
of marketable securities
|
(50,496 | ) | (46,408 | ) | ||||
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Proceeds
from redemption and sales of marketable securities
|
53,956 | 6,430 | ||||||
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Proceeds
from redemption and sales of auction market preferred
stock
|
- | 35,200 | ||||||
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Proceeds
from disposal of property and equipment
|
246 | 189 | ||||||
|
Other
|
(9 | ) | 18 | |||||
|
Net
cash used in investing activities
|
(42,802 | ) | (22,095 | ) | ||||
|
Financing
activities:
|
||||||||
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Payments
to repurchase common stock
|
(5,894 | ) | (12,510 | ) | ||||
|
Proceeds
from issuance of stock
|
925 | 1,258 | ||||||
|
Payments
on capitalized lease obligations
|
(72 | ) | (70 | ) | ||||
|
Payments
of cash dividend
|
(5,762 | ) | (5,310 | ) | ||||
|
Net
cash used in financing activities
|
(10,803 | ) | (16,632 | ) | ||||
|
Effect
of exchange rate on cash and cash equivalents
|
317 | (952 | ) | |||||
|
Net
(decrease) increase in cash and cash equivalents
|
(6,050 | ) | 14,851 | |||||
|
Cash
and cash equivalents at beginning of period
|
60,343 | 44,265 | ||||||
|
Cash
and cash equivalents at end of period
|
$ | 54,293 | $ | 59,116 | ||||
|
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
period amounts have been reclassified to conform to the current period
presentation. These reclassifications had no effect on reported
net earnings.
|
|
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 $626,000 and $623,000 at June 26, 2010 and September 26,
2009,
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.
|
|
Note
4
|
Basic
earnings per common share (EPS) excludes dilution and is computed by
dividing income available to common shareholders by the weighted average
common shares outstanding during the period. Diluted EPS takes
into consideration the potential dilution that could occur if securities
(stock options) or other contracts to issue common stock were exercised
and converted into common stock. Our calculation of EPS is as
follows:
|
|
Three
Months Ended June 26, 2010
|
||||||||||||
|
Income
|
Shares
|
Per
Share
|
||||||||||
|
(Numerator)
|
(Denominator)
|
Amount
|
||||||||||
|
(in
thousands, except per share amounts)
|
||||||||||||
|
Basic
EPS
|
||||||||||||
|
Net
Earnings available to common stockholders
|
$ | 15,861 | 18,529 | $ | .86 | |||||||
|
Effect
of Dilutive Securities
|
||||||||||||
|
Options
|
- | 202 | (.01 | ) | ||||||||
|
Diluted
EPS
|
||||||||||||
|
Net
Earnings available to common stockholders plus assumed
conversions
|
$ | 15,861 | 18,731 | $ | .85 | |||||||
|
Nine
Months Ended June 26, 2010
|
||||||||||||
|
Income
|
Shares
|
Per
Share
|
||||||||||
|
(Numerator)
|
(Denominator)
|
Amount
|
||||||||||
|
(in
thousands, except per share amounts)
|
||||||||||||
|
Basic
EPS
|
||||||||||||
|
Net
Earnings available to common stockholders
|
$ | 31,952 | 18,516 | $ | 1.73 | |||||||
|
Effect
of Dilutive Securities
|
||||||||||||
|
Options
|
- | 189 | (.02 | ) | ||||||||
|
Diluted
EPS
|
||||||||||||
|
Net
Earnings available to common stockholders plus assumed
conversions
|
$ | 31,952 | 18,705 | $ | 1.71 | |||||||
|
Three
Months Ended June 27, 2009
|
||||||||||||
|
Income
|
Shares
|
Per
Share
|
||||||||||
|
(Numerator)
|
(Denominator)
|
Amount
|
||||||||||
|
(in
thousands, except per share amounts)
|
||||||||||||
|
Basic
EPS
|
||||||||||||
|
Net
Earnings available to common stockholders
|
$ | 14,929 | 18,480 | $ | .81 | |||||||
|
Effect
of Dilutive Securities
|
||||||||||||
|
Options
|
- | 218 | (.01 | ) | ||||||||
|
Diluted
EPS
|
||||||||||||
|
Net
Earnings available to common stockholders plus assumed
conversions
|
$ | 14,929 | 18,698 | $ | .80 | |||||||
|
Nine
Months Ended June 27, 2009
|
||||||||||||
|
Income
|
Shares
|
Per
Share
|
||||||||||
|
(Numerator)
|
(Denominator)
|
Amount
|
||||||||||
|
(in
thousands, except per share amounts)
|
||||||||||||
|
Basic
EPS
|
||||||||||||
|
Net
Earnings available to common stockholders
|
$ | 26,492 | 18,507 | $ | 1.43 | |||||||
|
Effect
of Dilutive Securities
|
||||||||||||
|
Options
|
- | 190 | (.01 | ) | ||||||||
|
Diluted
EPS
|
||||||||||||
|
Net
Earnings available to common stockholders plus assumed
conversions
|
$ | 26,492 | 18,697 | $ | 1.42 | |||||||
|
Note
5
|
Our
calculation of comprehensive income is as
follows:
|
|
Three
months ended
|
Nine
months ended
|
|||||||||||||||
|
June
26,
|
June
27,
|
June
26,
|
June
27,
|
|||||||||||||
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||
|
(in
thousands)
|
||||||||||||||||
|
Net
earnings
|
$ | 15,861 | $ | 14,929 | $ | 31,952 | $ | 26,492 | ||||||||
|
Foreign
currency translation adjustment
|
(98 | ) | 516 | 453 | (1,365 | ) | ||||||||||
|
Comprehensive
income
|
$ | 15,763 | $ | 15,445 | $ | 32,405 | $ | 25,127 | ||||||||
|
Note
6
|
At
June 26, 2010, the Company has three stock-based employee compensation
plans. Share-based compensation was recognized as
follows:
|
|
Three
months ended
|
Nine
months ended
|
|||||||||||||||
|
June
26,
|
June
27,
|
June
26,
|
June
27,
|
|||||||||||||
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||
|
(in
thousands, except per share amounts)
|
||||||||||||||||
|
Stock
Options
|
$ | 127 | $ | 109 | $ | 500 | $ | 597 | ||||||||
|
Stock
purchase plan
|
53 | 32 | 152 | 206 | ||||||||||||
|
Deferred
stock issued to outside directors
|
34 | 34 | 103 | 103 | ||||||||||||
|
Restricted
stock issued to an employee
|
8 | 22 | 28 | 72 | ||||||||||||
| $ | 222 | $ | 197 | $ | 783 | $ | 978 | |||||||||
|
Per
diluted share
|
$ | .01 | $ | .01 | $ | .04 | $ | .05 | ||||||||
|
The
above compensation is net of tax benefits
|
$ | 81 | $ | 178 | $ | 198 | $ | 381 | ||||||||
|
Note
7
|
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.
|
|
Note 8
|
In
December 2007, the FASB issued guidance expanding
the
definition of a business combination and
requiring
the fair value of the purchase price of an acquisition, including the
issuance of equity
securities,
to be determined on the acquisition date. The guidance also requires that
all assets, liabilities, contingent considerations, and
contingencies of an acquired business be recorded at fair value at the
acquisition date. In addition, the guidance requires that acquisition
costs generally be expensed in the period incurred and changes in
accounting for deferred tax asset valuation allowances and acquired income
tax uncertainties after the measurement period to impact income tax
expense. The effect of this guidance on our consolidated financial
statements will depend upon the nature, terms and size of any acquisitions
consummated in fiscal year 2010 or
later.
|
|
Note
9
|
Inventories
consist of the following:
|
|
June
26,
|
September 26,
|
|||||||
|
2010
|
2009
|
|||||||
|
(unaudited)
|
||||||||
|
(in
thousands)
|
||||||||
|
Finished
goods
|
$ | 25,000 | $ | 19,913 | ||||
|
Raw
materials
|
9,301 | 8,060 | ||||||
|
Packaging
materials
|
4,732 | 5,141 | ||||||
|
Equipment
parts & other
|
14,191 | 12,890 | ||||||
| $ | 53,224 | $ | 46,004 | |||||
|
The
above inventories are net of reserves
|
$ | 4,601 | $ | 4,209 | ||||
|
Note 10
|
We
principally sell our products to the food service
and
retail supermarket industries. We also distribute our products
directly to the consumer
through
our chain of retail stores referred to as The Restaurant Group. Sales and
results of our frozen beverages business are monitored separately from the
balance of our food service business and
restaurant
group because of different distribution and capital
requirements. We maintain separate and
discrete
financial information for the four
operating
segments mentioned above which is available to our Chief Operating
Decision Makers.
|
|
|
The
primary products sold to the food service group are soft pretzels, frozen
juice treats and desserts,
churros
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.
|
|
As
of and For the
|
As
of and For the
|
|||||||||||||||
|
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
|
June
26,
|
June
27,
|
June
26,
|
June
27,
|
|||||||||||||
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||
|
(in
thousands)
|
||||||||||||||||
|
Sales
to External Customers:
|
||||||||||||||||
|
Food
Service
|
||||||||||||||||
|
Soft
pretzels
|
$ | 25,349 | $ | 25,171 | $ | 75,117 | $ | 74,259 | ||||||||
|
Frozen
juices and ices
|
15,949 | 16,434 | 33,320 | 35,690 | ||||||||||||
|
Churros
|
8,035 | 7,494 | 21,955 | 22,258 | ||||||||||||
|
Bakery
|
57,089 | 56,932 | 171,161 | 168,010 | ||||||||||||
|
Other
|
6,047 | 3,332 | 17,305 | 6,595 | ||||||||||||
| $ | 112,469 | $ | 109,363 | $ | 318,858 | $ | 306,812 | |||||||||
|
Retail
Supermarket
|
||||||||||||||||
|
Soft
pretzels
|
$ | 7,176 | $ | 7,517 | $ | 23,079 | $ | 22,600 | ||||||||
|
Frozen
juices and ices
|
17,347 | 14,338 | 30,153 | 23,666 | ||||||||||||
|
Coupon
redemption
|
(767 | ) | (1,022 | ) | (2,122 | ) | (2,126 | ) | ||||||||
|
Other
|
186 | 106 | 560 | 361 | ||||||||||||
| $ | 23,942 | $ | 20,939 | $ | 51,670 | $ | 44,501 | |||||||||
|
The
Restaurant Group
|
$ | 170 | $ | 260 | $ | 709 | $ | 1,012 | ||||||||
|
Frozen
Beverages
|
||||||||||||||||
|
Beverages
|
$ | 38,812 | $ | 34,669 | $ | 86,435 | $ | 76,892 | ||||||||
|
Repair
and maintenance service
|
10,490 | 11,201 | 30,058 | 31,561 | ||||||||||||
|
Machine
sales
|
3,082 | 2,616 | 6,712 | 7,881 | ||||||||||||
|
Other
|
764 | 713 | 1,750 | 1,596 | ||||||||||||
| $ | 53,148 | $ | 49,199 | $ | 124,955 | $ | 117,930 | |||||||||
|
Consolidated
Sales
|
$ | 189,729 | $ | 179,761 | $ | 496,192 | $ | 470,255 | ||||||||
|
Depreciation
and Amortization:
|
||||||||||||||||
|
Food
Service
|
$ | 4,290 | $ | 4,140 | $ | 12,684 | $ | 12,297 | ||||||||
|
Retail
Supermarket
|
- | - | - | - | ||||||||||||
|
The
Restaurant Group
|
7 | 8 | 25 | 25 | ||||||||||||
|
Frozen
Beverages
|
3,226 | 2,850 | 9,329 | 8,291 | ||||||||||||
| $ | 7,523 | $ | 6,998 | $ | 22,038 | $ | 20,613 | |||||||||
|
Operating
Income (Loss):
|
||||||||||||||||
|
Food
Service
|
$ | 14,642 | $ | 14,444 | $ | 37,984 | $ | 32,571 | ||||||||
|
Retail
Supermarket
|
3,809 | 2,330 | 7,467 | 4,419 | ||||||||||||
|
The
Restaurant Group
|
(32 | ) | (51 | ) | (43 | ) | (31 | ) | ||||||||
|
Frozen
Beverages
|
7,643 | 7,657 | 6,965 | 6,132 | ||||||||||||
| $ | 26,062 | $ | 24,380 | $ | 52,373 | $ | 43,091 | |||||||||
|
Capital
Expenditures:
|
||||||||||||||||
|
Food
Service
|
$ | 4,135 | $ | 3,007 | $ | 9,869 | $ | 8,884 | ||||||||
|
Retail
Supermarket
|
- | - | - | - | ||||||||||||
|
The
Restaurant Group
|
- | - | - | - | ||||||||||||
|
Frozen
Beverages
|
4,098 | 4,447 | 11,445 | 8,640 | ||||||||||||
| $ | 8,233 | $ | 7,454 | $ | 21,314 | $ | 17,524 | |||||||||
|
Assets:
|
||||||||||||||||
|
Food
Service
|
$ | 328,317 | $ | 294,772 | $ | 328,317 | $ | 294,772 | ||||||||
|
Retail
Supermarket
|
- | - | - | - | ||||||||||||
|
The
Restaurant Group
|
527 | 574 | 527 | 574 | ||||||||||||
|
Frozen
Beverages
|
138,398 | 130,815 | 138,398 | 130,815 | ||||||||||||
| $ | 467,242 | $ | 426,161 | $ | 467,242 | $ | 426,161 | |||||||||
|
Note
11
|
Our
four reporting units, which are also reportable
segments,
are Food Service, Retail Supermarkets, The Restaurant Group and Frozen
Beverages.
|
|
Gross
|
Net
|
|||||||||||
|
Carrying
|
Accumulated
|
Carrying
|
||||||||||
|
Amount
|
Amortization
|
Amount
|
||||||||||
|
(in
thousands)
|
||||||||||||
|
FOOD
SERVICE
|
||||||||||||
|
Indefinite
lived intangible assets
|
||||||||||||
|
Trade
Names
|
$ | 12,204 | $ | - | $ | 12,204 | ||||||
|
Amortized
intangible assets
|
||||||||||||
|
Non
compete agreements
|
470 | 333 | 137 | |||||||||
|
Customer
relationships
|
40,024 | 14,131 | 25,893 | |||||||||
|
Licenses
and rights
|
3,606 | 2,231 | 1,375 | |||||||||
| $ | 56,304 | $ | 16,695 | $ | 39,609 | |||||||
|
RETAIL
SUPERMARKETS
|
||||||||||||
|
Indefinite
lived intangible assets
|
||||||||||||
|
Trade
Names
|
$ | 2,731 | $ | - | $ | 2,731 | ||||||
|
THE
RESTAURANT GROUP
|
||||||||||||
|
Amortized
Intangible Assets
|
||||||||||||
|
Licenses
and rights
|
$ | - | $ | - | $ | - | ||||||
|
FROZEN
BEVERAGES
|
||||||||||||
|
Indefinite
lived intangible assets
|
||||||||||||
|
Trade
Names
|
$ | 9,315 | $ | - | $ | 9,315 | ||||||
|
Amortized
intangible assets
|
||||||||||||
|
Non
compete agreements
|
198 | 158 | 40 | |||||||||
|
Customer
relationships
|
6,478 | 2,710 | 3,768 | |||||||||
|
Licenses
and rights
|
1,601 | 487 | 1,114 | |||||||||
| $ | 17,592 | $ | 3,355 | $ | 14,237 | |||||||
|
Food
|
Retail
|
Restaurant
|
Frozen
|
|||||||||||||||||
|
Service
|
Supermarket
|
Group
|
Beverages
|
Total
|
||||||||||||||||
|
(in
thousands)
|
||||||||||||||||||||
|
Balance
at
June 26,
2010
|
$ | 33,744 | $ | - | $ | 386 | $ | 35,940 | $ | 70,070 | ||||||||||
|
Note
12
|
We
have classified our investment securities as marketable securities held to
maturity and auction market preferred stock (AMPS). 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
|
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.
|
|
Gross
|
Gross
|
Fair
|
||||||||||||||
|
Amortized
|
Unrealized
|
Unrealized
|
Market
|
|||||||||||||
|
Cost
|
Gains
|
Losses
|
Value
|
|||||||||||||
|
(in
thousands)
|
||||||||||||||||
|
US
Government Agency Debt
|
$ | 10,000 | $ | 82 | $ | - | $ | 10,082 | ||||||||
|
FDIC
Backed Corporate Debt
|
13,133 | 177 | - | 13,310 | ||||||||||||
|
Certificates
of Deposit
|
32,054 | 6 | 1 | 32,059 | ||||||||||||
| $ | 55,187 | $ | 265 | $ | 1 | $ | 55,451 | |||||||||
|
Gross
|
Gross
|
Fair
|
||||||||||||||
|
Amortized
|
Unrealized
|
Unrealized
|
Market
|
|||||||||||||
|
Cost
|
Gains
|
Losses
|
Value
|
|||||||||||||
|
(in
thousands)
|
||||||||||||||||
|
US
Government Agency Debt
|
$ | 6,009 | $ | 22 | $ | 1 | $ | 6,030 | ||||||||
|
FDIC
Backed Corporate Debt
|
13,213 | 198 | - | 13,411 | ||||||||||||
|
Certificates
of Deposit
|
39,425 | 21 | 3 | 39,443 | ||||||||||||
| $ | 58,647 | $ | 241 | $ | 4 | $ | 58,884 | |||||||||
|
June
26, 2010
|
September
26, 2009
|
|||||||||||||||
|
(in
thousands)
|
||||||||||||||||
|
Fair
|
Fair
|
|||||||||||||||
|
Amortized
|
Market
|
Amortized
|
Market
|
|||||||||||||
|
Cost
|
Value
|
Cost
|
Value
|
|||||||||||||
|
Due
in one year or less
|
$ | 26,865 | $ | 26,914 | $ | 38,653 | $ | 38,668 | ||||||||
|
Due
after one year through five years
|
26,322 | 26,536 | 19,994 | 20,216 | ||||||||||||
|
Due
after five years Through ten years
|
2,000 | 2,001 | - | - | ||||||||||||
|
Total
held to maturity securities
|
$ | 55,187 | $ | 55,451 | $ | 58,647 | $ | 58,884 | ||||||||
|
Less
current portion
|
26,865 | 26,914 | 38,653 | 38,668 | ||||||||||||
|
Long
term held to maturity securities
|
$ | 28,322 | $ | 28,537 | $ | 19,994 | $ | 20,216 | ||||||||
|
Note
13
|
In
February 2010, we acquired the assets of Parrot Ice, a manufacturer and
distributor of a premium brand frozen beverage sold primarily in
convenience stores. We expect revenues from Parrot Ice to be
less than $2 million for our 2010 fiscal
year.
|
|
|
On
June 10, 2010 we acquired the assets of California Churros, Inc., a
manufacturer and seller of premium brand churros selling its products
under the brand CALIFORNIA CHURROS. Headquartered and with its
manufacturing facility in Colton, CA, California Churros, Inc. had annual
sales of approximately $11 million in
2009.
|
|
|
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.
|
|
|
The
preliminary purchase price allocation for the California Churros
acquisition and other acquisitions, including Parrot Ice, which were made
during the 2010 fiscal year is as
follows:
|
|
California
|
||||||||
|
Churros
|
Other
|
|||||||
|
(in
thousands)
|
||||||||
|
Working
Capital
|
$ | 1,074 | $ | - | ||||
|
Property,
plant & equipment
|
2,373 | 1,135 | ||||||
|
Trade
Names
|
4,024 | - | ||||||
|
Customer
Relationships
|
6,737 | - | ||||||
|
Covenant
not to Compete
|
35 | 50 | ||||||
|
Goodwill
|
9,757 | - | ||||||
| $ | 24,000 | $ | 1,185 | |||||
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market
Risk
|
|
Item
4.
|
Controls
and Procedures
|
|
|
The
Chief Executive Officer and the Chief Financial Officer of the Company
(its principal executive officer and principal financial officer,
respectively) have concluded, based on their evaluation as of June 26,
2010, 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.
|
|
Item
6.
|
Exhibits
and Reports on Form 8-K
|
|
|
a)
|
Exhibits
|
|
31.1
&
31.2
|
Certification
Pursuant to Section 302 of
the
Sarbanes-Oxley Act of 2002
|
|
|
99.5
&
99.6
|
Certification
Pursuant to the 18 U.S.C.
Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
|
|
b)
|
Reports
on Form 8-K – Reports on Form 8-K were filed on April 23, 2010, May 28,
2010 and June 11, 2010
|
|
J
& J SNACK FOODS CORP.
|
|
|
Dated: July
22, 2010
|
/s/ Gerald B. Shreiber
|
|
Gerald
B. Shreiber
|
|
|
Chairman
of the Board,
|
|
|
President,
Chief Executive
|
|
|
Officer
and Director
|
|
|
(Principal
Executive Officer)
|
|
|
Dated: July
22, 2010
|
/s/ Dennis G. Moore
|
|
Dennis
G. Moore, Senior Vice
|
|
|
President,
Chief Financial
|
|
|
Officer
and Director
|
|
|
(Principal
Financial Officer)
|
|
|
(Principal
Accounting
Officer)
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|