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| New Jersey |
22-1935537
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| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
|
Large Accelerated filer ()
|
Accelerated filer (X)
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Non-accelerated filer ()
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Smaller reporting company () | |
| (Do not check if a smaller reporting company) |
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Page | |
| Number | ||
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Financial Information
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Item l.
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Consolidated Financial Statements
|
|
| Consolidated Balance Sheets – June 25, 2011 (unaudited) and September 25, 2010 | 3 | |
| Consolidated Statements of Earnings (unaudited) – Three Months and Nine Months Ended June 25, 2011 and June 26, 2010 | 5 | |
| Consolidated Statements of Cash Flows (unaudited) – Nine Months Ended June 25, 2011 and June 26, 2010 | 6 | |
| Notes to the Consolidated Financial Statements (unaudited) | 7 | |
|
Item 2.
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Management’s Discussion and Analysis of
Financial Condition and Results of
Operations
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22 |
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Item 3.
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Quantitative and Qualitative Disclosures
About Market Risk
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27 |
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Item 4.
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Controls and Procedures
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27
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Other Information
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28 |
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Item 6. Exhibits
|
28 |
| J & J SNACK FOODS CORP. AND SUBSIDIARIES | ||||||||
| CONSOLIDATED BALANCE SHEETS | ||||||||
| (in thousands) | ||||||||
| ASSETS | ||||||||
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June 25,
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September 25,
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|||||||
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2011
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2010
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|||||||
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(Unaudited)
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||||||||
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Current assets
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||||||||
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Cash and cash equivalents
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$ | 79,643 | $ | 74,665 | ||||
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Marketable securities
held to maturity
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25,528 | 15,481 | ||||||
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Accounts receivable, net
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81,846 | 69,875 | ||||||
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Inventories, net
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66,561 | 50,630 | ||||||
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Prepaid expenses and other
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2,696 | 6,067 | ||||||
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Deferred income taxes
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3,876 | 3,813 | ||||||
| 260,150 | 220,531 | |||||||
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Property, plant and equipment,
at cost
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||||||||
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Land
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2,496 | 2,016 | ||||||
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Buildings
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15,766 | 13,266 | ||||||
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Plant machinery and equipment
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156,923 | 144,697 | ||||||
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Marketing equipment
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221,219 | 214,545 | ||||||
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Transportation equipment
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4,095 | 3,785 | ||||||
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Office equipment
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13,170 | 12,690 | ||||||
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Improvements
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20,845 | 19,590 | ||||||
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Construction in progress
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5,911 | 3,814 | ||||||
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440,425 | 414,403 | ||||||
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Less accumulated depreciation
and amortization
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318,050 | 304,311 | ||||||
| 122,375 | 110,092 | |||||||
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Other assets
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||||||||
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Goodwill
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70,070 | 70,070 | ||||||
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Other intangible assets, net
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53,140 | 55,284 | ||||||
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Marketable securities held
to maturity
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29,998 | 26,300 | ||||||
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Other
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2,213 | 1,717 | ||||||
| 155,421 | 153,371 | |||||||
| $ | 537,946 | $ | 483,994 | |||||
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J & J SNACK FOODS CORP. AND SUBSIDIARIES
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||||||||
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CONSOLIDATED BALANCE SHEETS
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||||||||
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(in thousands)
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||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
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June 25,
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September 25,
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|||||||
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2011
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2010
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|||||||
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(Unaudited)
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||||||||
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Current liabilities
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||||||||
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Current obligations under
capital leases
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$ | 252 | $ | 244 | ||||
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Accounts payable
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61,872 | 52,338 | ||||||
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Accrued liabilities
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10,028 | 4,269 | ||||||
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Accrued compensation expense
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10,164 | 12,244 | ||||||
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Dividends payable
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2,193 | 1,986 | ||||||
| 84,509 | 71,081 | |||||||
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Long-term obligations under
capital leases
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429 | 619 | ||||||
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Deferred income taxes
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34,538 | 30,401 | ||||||
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Other long-term liabilities
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1,162 | 1,318 | ||||||
| 36,129 | 32,338 | |||||||
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Stockholders' equity
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||||||||
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Capital stock
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||||||||
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Preferred, $1 par value;
authorized, 10,000
shares; none issued
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- | - | ||||||
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Common, no par value;
authorized 50,000 shares;
issued and outstanding,
18,662 and 18,491 shares,
respectively
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42,150 | 38,453 | ||||||
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Accumulated other comprehensive l
oss
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(2,344 | ) | (2,854 | ) | ||||
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Retained earnings
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377,502 | 344,976 | ||||||
| 417,308 | 380,575 | |||||||
| $ | 537,946 | $ | 483,994 | |||||
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J & J SNACK FOODS CORP. AND SUBSIDIARIES
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||||||||||||||||
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CONSOLIDATED STATEMENTS OF EARNINGS
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||||||||||||||||
| (Unaudited) | ||||||||||||||||
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(in thousands, except per share amounts)
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||||||||||||||||
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Three months ended
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Nine months ended
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|||||||||||||||
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June 25,
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June 26,
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June 25,
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June 26,
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|||||||||||||
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2011
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2010
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2011
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2010
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|||||||||||||
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Net Sales
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$ | 206,328 | $ | 189,729 | $ | 524,691 | $ | 496,192 | ||||||||
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Cost of goods sold
(1)
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138,787 | 124,698 | 362,027 | 335,345 | ||||||||||||
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Gross Profit
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67,541 | 65,031 | 162,664 | 160,847 | ||||||||||||
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Operating expenses
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Marketing
(2)
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18,462 | 19,341 | 51,404 | 52,228 | ||||||||||||
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Distribution
(3)
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15,133 | 13,434 | 40,805 | 38,422 | ||||||||||||
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Administrative
(4)
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6,355 | 6,139 | 17,890 | 17,765 | ||||||||||||
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Other general expense
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530 | 55 | 577 | 59 | ||||||||||||
| 40,480 | 38,969 | 110,676 | 108,474 | |||||||||||||
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Operating Income
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27,061 | 26,062 | 51,988 | 52,373 | ||||||||||||
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Other income (expense)
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||||||||||||||||
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Gain on bargain purchase
of a business
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6,580 | - | 6,580 | - | ||||||||||||
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Investment income
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251 | 282 | 694 | 876 | ||||||||||||
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Interest expense & other
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(34 | ) | (46 | ) | (106 | ) | (159 | ) | ||||||||
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Earnings before
income taxes
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33,858 | 26,298 | 59,156 | 53,090 | ||||||||||||
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Income taxes
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10,532 | 10,437 | 20,077 | 21,138 | ||||||||||||
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NET EARNINGS
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$ | 23,326 | $ | 15,861 | $ | 39,079 | $ | 31,952 | ||||||||
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Earnings per diluted share
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$ | 1.24 | $ | 0.85 | $ | 2.08 | $ | 1.71 | ||||||||
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Weighted average number
of diluted shares
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18,829 | 18,731 | 18,766 | 18,705 | ||||||||||||
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Earnings per basic share
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$ | 1.25 | $ | 0.86 | $ | 2.10 | $ | 1.73 | ||||||||
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Weighted average number of
basic shares
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18,700 | 18,529 | 18,639 | 18,516 | ||||||||||||
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(1) Includes share-based compensation expense of $31 and $112 for the three and nine months ended
June 25, 2011, respectively, and $44 and $143 for the three and nine months ended June 26,
2010, respectively.
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(2) Includes share-based compensation expense of $67 and $246 for the three and nine months ended
June 25, 2011, respectively, and $109 and $361 for the three and nine months ended June 26,
2010, respectively.
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(3) Includes share-based compensation expense of $3 and $13 for the three and nine months ended
June 25, 2011, respectively, and $5 and $17 for the three and nine months ended June 26,
2010, respectively.
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(4) Includes share-based compensation expense of $60 and $301 for the three and nine months ended
June 25, 2011, respectively, and $145 and $460 for the three and nine months ended June 26,
2010, respectively.
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J & J SNACK FOODS CORP. AND SUBSIDIARIES
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||||||||
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CONSOLIDATED STATEMENTS OF CASH FLOWS
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||||||||
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(Unaudited) (in thousands)
|
||||||||
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Nine months ended
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||||||||
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June 25,
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June 26,
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|||||||
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2011
|
2010
|
|||||||
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Operating activities:
|
||||||||
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Net earnings
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$ | 39,079 | $ | 31,952 | ||||
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Adjustments to reconcile net
earnings to net cash
provided by operating activities:
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||||||||
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Depreciation and amortization
of fixed assets
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18,649 | 18,147 | ||||||
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Amortization of intangibles
and deferred costs
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4,013 | 3,891 | ||||||
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Share-based compensation
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672 | 992 | ||||||
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Gain on bargain purchase of a business
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(6,580 | ) | - | |||||
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Deferred income taxes
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(57 | ) | (14 | ) | ||||
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Other
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19 | 1 | ||||||
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Changes in assets and liabilities
net of effects from purchase of companies
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||||||||
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Increase in accounts receivable
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(11,890 | ) | (5,051 | ) | ||||
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Increase in inventories
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(9,144 | ) | (7,033 | ) | ||||
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Decrease (increase) in prepaid expenses
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3,382 | (356 | ) | |||||
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Increase in accounts payable
and accrued liabilities
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13,137 | 4,709 | ||||||
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Net cash provided by operating activities
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51,280 | 47,238 | ||||||
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Investing activities:
|
||||||||
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Payments for purchases of companies,
net of cash acquired
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(8,806 | ) | (25,185 | ) | ||||
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Purchases of property, plant
and equipment
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(20,069 | ) | (21,314 | ) | ||||
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Purchase of marketable securities
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(41,293 | ) | (50,496 | ) | ||||
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Proceeds from redemption and sales of
marketable securities
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27,547 | 53,956 | ||||||
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Proceeds from disposal of property and
equipment
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303 | 246 | ||||||
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Other
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(584 | ) | (9 | ) | ||||
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Net cash used in investing activities
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(42,902 | ) | (42,802 | ) | ||||
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Financing activities:
|
||||||||
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Payments to repurchase common stock
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- | (5,894 | ) | |||||
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Proceeds from issuance of stock
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2,869 | 925 | ||||||
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Payments on capitalized lease obligations
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(182 | ) | (72 | ) | ||||
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Payment of cash dividend
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(6,347 | ) | (5,762 | ) | ||||
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Net cash used in financing activities
|
(3,660 | ) | (10,803 | ) | ||||
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Effect of exchange rate on cash
and cash equivalents
|
260 | 317 | ||||||
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Net increase (decrease) in cash
and cash equivalents
|
4,978 | (6,050 | ) | |||||
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Cash and cash equivalents at beginning
of period
|
74,665 | 60,343 | ||||||
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Cash and cash equivalents at end
of period
|
$ | 79,643 | $ | 54,293 | ||||
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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.
|
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Note 2
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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 $616,000 and $591,000 at June 25, 2011 and September 25, 2010, respectively.
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Note 3
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Depreciation of equipment and buildings is provided for by the straight-line method over the assets’ estimated useful lives. Amortization of improvements is provided for by the straight-line method over the term of the lease or the assets’ estimated useful lives, whichever is shorter. Licenses and rights,customer relationships and non compete agreements arising from acquisitions are amortized by the straight-line method over periods ranging from 3 to 20 years.
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Note 4
|
Basic earnings per common share (EPS) excludes dilution and is computed by dividing income available to common shareholders by the weighted average common shares outstanding during the period. Diluted EPS
takes into consideration the potential dilution that could occur if securities (stock options) or other contracts to issue common stock were exercised and converted into common stock. Our calculation of EPS is as follows:
|
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Three Months Ended June 25, 2011
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||||||||||||
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Income
|
Shares
|
Per Share
|
||||||||||
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(Numerator)
|
(Denominator)
|
Amount
|
||||||||||
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(in thousands, except per share amounts)
|
||||||||||||
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Basic EPS
|
||||||||||||
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Net Earnings available to
common stockholders
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$ | 23,326 | 18,700 | $ | 1.25 | |||||||
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Effect of Dilutive Securities
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||||||||||||
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Options
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- | 129 | (0.01 | ) | ||||||||
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Diluted EPS
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||||||||||||
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Net Earnings available to
common stockholders plus
assumed conversions
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$ | 23,326 | 18,829 | $ | 1.24 | |||||||
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Nine Months Ended June 25, 2011
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||||||||||||
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Income
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Shares
|
Per Share
|
||||||||||
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(Numerator)
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(Denominator)
|
Amount
|
||||||||||
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(in thousands, except per share amounts)
|
||||||||||||
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Basic EPS
|
||||||||||||
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Net Earnings available to
common stockholders
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$ | 39,079 | 18,639 | $ | 2.10 | |||||||
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Effect of Dilutive Securities
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||||||||||||
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Options
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- | 127 | (0.02 | ) | ||||||||
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Diluted EPS
|
||||||||||||
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Net Earnings available to
common stockholders plus
assumed conversions
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$ | 39,079 | 18,766 | $ | 2.08 | |||||||
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Three Months Ended June 26, 2010
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||||||||||||
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Income
|
Shares
|
Per Share
|
||||||||||
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(Numerator)
|
(Denominator)
|
Amount
|
||||||||||
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(in thousands, except per share amounts)
|
||||||||||||
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Basic EPS
|
||||||||||||
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Net Earnings available to
common stockholders
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$ | 15,861 | 18,529 | $ | 0.86 | |||||||
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Effect of Dilutive Securities
|
||||||||||||
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Options
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- | 202 | (0.01 | ) | ||||||||
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Diluted EPS
|
||||||||||||
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Net Earnings available to
common stockholders plus
assumed conversions
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$ | 15,861 | 18,731 | $ | 0.85 | |||||||
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Nine Months Ended June 26, 2010
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||||||||||||
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Income
|
Shares
|
Per Share
|
||||||||||
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(Numerator)
|
(Denominator)
|
Amount
|
||||||||||
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(in thousands, except per share amounts)
|
||||||||||||
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Basic EPS
|
||||||||||||
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Net Earnings available to
common stockholders
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$ | 31,952 | 18,516 | $ | 1.73 | |||||||
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Effect of Dilutive Securities
|
||||||||||||
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Options
|
- | 189 | (0.02 | ) | ||||||||
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Diluted EPS
|
||||||||||||
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Net Earnings available to
common stockholders plus
assumed conversions
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$ | 31,952 | 18,705 | $ | 1.71 | |||||||
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Three months ended
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Nine months ended
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|||||||||||||||
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June 25,
|
June 26,
|
June 25,
|
June 26,
|
|||||||||||||
|
2011
|
2010
|
2011
|
2010
|
|||||||||||||
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(in thousands)
|
||||||||||||||||
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Net Earnings
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$ | 23,326 | $ | 15,861 | $ | 39,079 | $ | 31,952 | ||||||||
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Foreign Currency
translation adjustment
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29 | (98 | ) | 510 | 453 | |||||||||||
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Comprehensive income
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$ | 23,355 | $ | 15,763 | $ | 39,589 | $ | 32,405 | ||||||||
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Three months ended
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Nine months ended
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June 25,
|
June 26,
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June 25,
|
June 26,
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|||||||||||||
|
2011
|
2010
|
2011
|
2010
|
|||||||||||||
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(in thousands, except per share amounts)
|
||||||||||||||||
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Stock Options
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$ | 40 | $ | 127 | $ | 140 | $ | 500 | ||||||||
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Stock purchase plan
|
37 | 53 | 169 | 152 | ||||||||||||
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Deferred stock issued
to outside directors
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- | 34 | 46 | 103 | ||||||||||||
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Restricted stock issued
to an employee
|
- | 8 | - | 28 | ||||||||||||
| $ | 77 | $ | 222 | $ | 355 | $ | 783 | |||||||||
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Per diluted share
|
$ | - | $ | 0.01 | $ | 0.02 | $ | 0.04 | ||||||||
|
The above compensation is
net of tax benefits
|
$ | 84 | $ | 81 | $ | 317 | $ | 198 | ||||||||
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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.
|
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|
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.
|
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Note 8
|
In January 2010, the FASB issued guidance that amends existing disclosure requirements of fair value measurements adding required disclosures about items transferring into and out of Levels 1 and 2 in the fair value hierarchy; adding separate disclosures about purchases, sales, issuances, and settlements relative to Level 3 measurements; and clarifying, among other things, the existing fair value disclosures about the level of
disaggregation. This guidance was effective for our fiscal year beginning September 26, 2010, except for the requirement to provide Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which
will be effective for our fiscal year beginning September 25, 2011. Since this standard impacts disclosure requirements only, its adoption has not and will not have any impact on the Company’s consolidated results of
operations or financial condition.
|
|
June 25,
|
September 25,
|
|||||||
|
2011
|
2010
|
|||||||
|
(unaudited)
|
||||||||
|
(in thousands)
|
||||||||
|
Finished goods
|
$ | 32,419 | $ | 22,171 | ||||
|
Raw materials
|
12,779 | 8,702 | ||||||
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Packaging materials
|
6,071 | 4,727 | ||||||
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Equipment parts & other
|
15,292 | 15,030 | ||||||
| $ | 66,561 | $ | 50,630 | |||||
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The above inventories are
net of reserves
|
$ | 4,717 | $ | 4,189 | ||||
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Note 10
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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.
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Three months ended
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Nine months ended
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June 25,
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June 26,
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June 25,
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June 26,
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|||||||||||||
|
2011
|
2010
|
2011
|
2010
|
|||||||||||||
|
Sales to External Customers:
|
||||||||||||||||
|
Food Service
|
||||||||||||||||
|
Soft pretzels
|
$ | 26,686 | $ | 25,349 | $ | 76,342 | $ | 75,117 | ||||||||
|
Frozen Juices and ices
|
17,176 | 15,949 | 35,904 | 33,320 | ||||||||||||
|
Churros
|
11,004 | 8,035 | 31,258 | 21,955 | ||||||||||||
|
Handhelds
|
2,835 | - | 2,835 | - | ||||||||||||
|
Bakery
|
58,080 | 57,089 | 173,209 | 171,161 | ||||||||||||
|
Other
|
5,598 | 6,217 | 14,929 | 18,014 | ||||||||||||
| $ | 121,379 | $ | 112,639 | $ | 334,477 | $ | 319,567 | |||||||||
|
Retail Supermarket
|
||||||||||||||||
|
Soft pretzels
|
$ | 7,524 | $ | 7,176 | $ | 23,972 | $ | 23,079 | ||||||||
|
Frozen juices and ices
|
17,943 | 17,347 | 33,419 | 30,153 | ||||||||||||
|
Handhelds
|
2,807 | - | 2,807 | - | ||||||||||||
|
Coupon redemption
|
(940 | ) | (767 | ) | (2,264 | ) | (2,122 | ) | ||||||||
|
Other
|
506 | 186 | 1,216 | 560 | ||||||||||||
| $ | 27,840 | $ | 23,942 | $ | 59,150 | $ | 51,670 | |||||||||
|
Frozen Beverages
|
||||||||||||||||
|
Beverages
|
$ | 41,260 | $ | 38,812 | $ | 89,789 | $ | 86,435 | ||||||||
|
Repair and
|
||||||||||||||||
|
maintenance service
|
11,078 | 10,490 | $ | 30,831 | 30,058 | |||||||||||
|
Machines Sales
|
4,071 | 3,082 | $ | 8,812 | 6,712 | |||||||||||
|
Other
|
700 | 764 | $ | 1,632 | 1,750 | |||||||||||
| $ | 57,109 | $ | 53,148 | $ | 131,064 | $ | 124,955 | |||||||||
|
Consolidated Sales
|
$ | 206,328 | $ | 189,729 | $ | 524,691 | $ | 496,192 | ||||||||
|
Depreciation and Amortization:
|
||||||||||||||||
|
Food Service
|
$ | 4,197 | $ | 4,297 | $ | 12,700 | $ | 12,709 | ||||||||
|
Retail Supermarket
|
- | - | - | - | ||||||||||||
|
Frozen Beverages
|
3,324 | 3,226 | $ | 9,962 | 9,329 | |||||||||||
| $ | 7,521 | $ | 7,523 | $ | 22,662 | $ | 22,038 | |||||||||
|
Operating Income
|
||||||||||||||||
|
Food Service
|
$ | 13,875 | $ | 14,610 | $ | 36,795 | $ | 37,941 | ||||||||
|
Retail Supermarket
|
3,545 | 3,809 | $ | 7,677 | 7,467 | |||||||||||
|
Frozen Beverages
|
9,641 | 7,643 | $ | 7,516 | 6,965 | |||||||||||
| $ | 27,061 | $ | 26,062 | $ | 51,988 | $ | 52,373 | |||||||||
|
Capital Expenditures:
|
||||||||||||||||
|
Food Service
|
$ | 5,130 | $ | 4,135 | $ | 10,357 | $ | 9,869 | ||||||||
|
Retail Supermarket
|
- | - | - | - | ||||||||||||
|
Frozen Beverages
|
4,322 | 4,098 | $ | 9,712 | 11,445 | |||||||||||
| $ | 9,452 | $ | 8,233 | $ | 20,069 | $ | 21,314 | |||||||||
|
Assets:
|
||||||||||||||||
|
Food Service
|
$ | 389,042 | $ | 326,113 | $ | 389,042 | $ | 326,113 | ||||||||
|
Retail Supermarket
|
3,587 | 2,731 | 3,587 | 2,731 | ||||||||||||
|
Frozen Beverages
|
145,317 | 138,398 | 145,317 | 138,398 | ||||||||||||
| $ | 537,946 | $ | 467,242 | $ | 537,946 | $ | 467,242 | |||||||||
|
Note 11
|
Our three reporting units, which are also reportable segments, are Food Service, Retail Supermarkets and Frozen Beverages.
The carrying amounts of acquired intangible assets for the Food Service, Retail Supermarkets and Frozen Beverage segments as of June 25, 2011 and September 25, 2010 are as follows:
|
|
June 25, 2011
|
September 25, 2010
|
|||||||||||||||
|
Gross
|
Gross
|
|||||||||||||||
|
Carrying
|
Accumulated
|
Carrying
|
Accumulated
|
|||||||||||||
|
Amount
|
Amortization
|
Amount
|
Amortization
|
|||||||||||||
| (in thousands) | ||||||||||||||||
|
FOOD SERVICE
|
||||||||||||||||
|
Indefinite lived intangible
assets
|
||||||||||||||||
|
Trade Names
|
$ | 12,880 | $ | - | $ | 12,204 | $ | - | ||||||||
|
Amortized intangible assets
|
||||||||||||||||
|
Non compete agreements
|
470 | 407 | 470 | 351 | ||||||||||||
|
Customer relationships
|
40,024 | 18,097 | 40,024 | 15,160 | ||||||||||||
|
License and rights
|
3,606 | 2,401 | 3,606 | 2,287 | ||||||||||||
| $ | 56,980 | $ | 20,905 | $ | 56,304 | $ | 17,798 | |||||||||
|
RETAIL SUPERMARKETS
|
||||||||||||||||
|
Indefinite lived intangible
assets
|
||||||||||||||||
|
Trade Names
|
$ | 3,380 | $ | - | $ | 2,731 | $ | - | ||||||||
|
Amortized Intangible Assets
|
||||||||||||||||
|
Customer relationships
|
207 | - | - | - | ||||||||||||
| $ | 3,587 | $ | - | $ | 2,731 | $ | - | |||||||||
|
FROZEN BEVERAGES
|
||||||||||||||||
|
Indefinite lived intangible
assets
|
||||||||||||||||
|
Trade Names
|
$ | 9,315 | $ | - | $ | 9,315 | $ | - | ||||||||
|
Amortized intangible assets
|
||||||||||||||||
|
Non compete agreements
|
198 | 184 | 198 | 165 | ||||||||||||
|
Customer relationships
|
6,478 | 3,374 | 6,478 | 2,876 | ||||||||||||
|
Licenses and rights
|
1,601 | 556 | 1,601 | 504 | ||||||||||||
| $ | 17,592 | $ | 4,114 | $ | 17,592 | $ | 3,545 | |||||||||
|
|
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. Intangible assets of $1,532,000 were acquired in the food service and retail supermarkets segments in the three months ended June 25, 2011, in the handhelds acquisition. Aggregate amortization expense of intangible assets for the three months ended
June 25, 2011 and June 26 2010 was $1,127,000 and $1,149,000 respectively and for the nine months ended June 25, 2011 and June 26, 2010 was $3,676,000 and $3,394,000 respectively.
Estimated amortization expense for the next five fiscal years is approximately $4,800,000 in 2011, $4,500,000 in 2012, and $4,400,000 in 2013 and 2014 and $4,300,000 in 2015. The weighted average amortization period of the
intangible assets is 10.1 years.
|
|
Food Service
|
Retail
Supermarket
|
Frozen Beverages
|
Total | |||||||||||||
| (in thousands) | ||||||||||||||||
|
Balance at
June 25,
2011
|
$ | 34,130 | $ | - | $ | 35,940 | $ | 70,070 | ||||||||
|
Note 12
|
We have classified our investment securities as marketable securities held to maturity. 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
|
|
Gross
|
Gross
|
Fair
|
||||||||||||||
|
Amortized
|
Unrealized
|
Unrealized
|
Market
|
|||||||||||||
|
Cost
|
Gains
|
Losses
|
Value
|
|||||||||||||
| (in thousands) | ||||||||||||||||
|
US Government Agency Debt
|
$ | 29,998 | $ | 39 | $ | 85 | $ | 29,952 | ||||||||
|
FDIC Backed Corporate Debt
|
8,037 | 53 | - | 8,090 | ||||||||||||
|
Certificate of Deposit
|
17,491 | 2 | - | 17,493 | ||||||||||||
| $ | 55,526 | $ | 94 | $ | 85 | $ | 55,535 | |||||||||
|
Gross
|
Gross
|
Fair
|
||||||||||||||
|
Amortized
|
Unrealized
|
Unrealized
|
Market
|
|||||||||||||
|
Cost
|
Gains
|
Losses
|
Value
|
|||||||||||||
| (in thousands) | ||||||||||||||||
|
US Government Agency Debt
|
$ | 8,000 | $ | 53 | $ | - | $ | 8,053 | ||||||||
|
FDIC Backed Corporate Debt
|
13,107 | 144 | - | 13,251 | ||||||||||||
|
Certificate of Deposit
|
20,674 | 5 | - | 20,679 | ||||||||||||
| $ | 41,781 | $ | 202 | $ | - | $ | 41,983 | |||||||||
|
June 25, 2011
|
September 25, 2010
|
|||||||||||||||
| (in thousands) | ||||||||||||||||
|
Fair
|
Fair
|
|||||||||||||||
|
Amortized
|
Market
|
Amortized
|
Market
|
|||||||||||||
|
Cost
|
Value
|
Cost
|
Value
|
|||||||||||||
|
Due in one year or less
|
$ | 25,528 | $ | 25,583 | $ | 15,481 | $ | 15,501 | ||||||||
|
Due after one year through
five years
|
8,998 | 8,987 | 26,300 | 26,482 | ||||||||||||
|
Due after 5 years through
10 years
|
21,000 | 20,965 | - | - | ||||||||||||
|
Total held to maturity
securities
|
$ | 55,526 | $ | 55,535 | $ | 41,781 | $ | 41,983 | ||||||||
|
Less current portion
|
25,528 | 25,583 | 15,481 | 15,501 | ||||||||||||
|
Long term held to
maturity securities
|
$ | 29,998 | $ | 29,952 | $ | 26,300 | $ | 26,482 | ||||||||
|
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. Revenues from Parrot Ice were approximately $1.5 million for our 2010 fiscal year.
On June 10, 2010, we acquired the assets of California Churros, Inc., a manufacturer and seller of a premium brand churro. Revenues from CALIFORNIA CHURROS were approximately $2.5 million for our 2010 fiscal year.
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.
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 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
|
$ | 1,075 | $ | - | ||||
|
Property, plant & equipment
|
2,373 | 1,135 | ||||||
|
Trade Names
|
4,024 | - | ||||||
|
Customer Relationships
|
6,737 | - | ||||||
|
Covenant not to Compete
|
35 | 50 | ||||||
|
Goodwill
|
9,756 | - | ||||||
| $ | 24,000 | $ | 1,185 | |||||
| (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 | ||
|
|
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 2010 annual report on Form 10-K filed with the SEC.
|
|
|
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 25, 2011, 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
|
||
|
Exhibit No.
|
|||
| 31.1 & | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
| 31.2 | |||
| 99.5 & | Certification Pursuant to the 18 U.S.C. | ||
| 99.6 | Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
| 101.1 |
The following financial information from J&J Snack Foods Corp.'s Quarterly Report on Form 10-Q for the quarter ended June 25, 2011, formatted in XBRL (eXtensible Business Reporting Language):
(i) Consolidated Statements of Earnings,
(ii) Consolidated Balance Sheets and
(iii) Consolidated Statements of Cash Flows.
|
|
J & J SNACK FOODS CORP.
|
|||
|
Dated: July 25, 2011
|
By:
|
/s/ Gerald B. Shreiber | |
|
Gerald B. Shreiber
|
|||
|
Chairman of the Board,
|
|||
| President, Chief Executive | |||
| Officer and Director | |||
| (Principal Executive Officer) | |||
|
Dated: July 25, 2011
|
By:
|
/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 |
|---|