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| New Jersey | 22-1935537 |
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
| X Yes | No |
| X Yes | No |
|
Large Ac
celerated filer ( )
|
Accelerated filer (X) |
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Non-accelera
ted filer ( )
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Smaller reporting company ( ) |
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(Do not check if a
smaller reporting company)
|
| Yes | X No |
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Page
Number
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||
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Item l.
Consolidated Financial Statements
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|||
| Consolidated Balance Sheets – December 24, 2011 (unaudited) and September 24, 2011 | 3 | ||
| Consolidated Statements of Earnings (unaudited) – Three Months Ended December 24, 2011 and December 25, 2010 | 5 | ||
| Consolidated Statements of Cash Flows (unaudited) – Three Months Ended December 24, 2011 and December 25, 2010 | 6 | ||
| Notes to the Consolidated Financial Statements (unaudited) | 7 | ||
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Item
2.
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
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21 | ||
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Item 3.
Quantitative and Qualitative Disclosures About Market Risk
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24 | ||
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Item 4.
Controls and Procedures
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25 | ||
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I
tem 6.
Exhibits
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ASSETS
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||||||||
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December 24,
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September 24,
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|||||||
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2011
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2011
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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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$ | 94,091 | $ | 87,479 | ||||
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Marketable securities
held to maturity
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8,650 | 25,506 | ||||||
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Accounts receivable, net
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55,872 | 75,000 | ||||||
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Inventories, net
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66,435 | 63,461 | ||||||
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Prepaid expenses and other
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2,299 | 4,196 | ||||||
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Deferred income taxes
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4,240 | 4,208 | ||||||
| 231,587 | 259,850 | |||||||
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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 | 2,496 | ||||||
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Buildings
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15,766 | 15,766 | ||||||
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Plant machinery and equipment
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159,061 | 158,408 | ||||||
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Marketing equipment
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224,766 | 223,490 | ||||||
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Transportation equipment
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4,304 | 4,264 | ||||||
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Office equipment
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13,888 | 13,650 | ||||||
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Improvements
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21,145 | 21,054 | ||||||
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Construction in progress
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12,813 | 7,728 | ||||||
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454,239 | 446,856 | ||||||
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Less accumulated depreciation a
nd amortization
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327,200 | 322,206 | ||||||
| 127,039 | 124,650 | |||||||
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Other assets
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||||||||
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Goo
dwill
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70,070 | 70,070 | ||||||
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Other intangible assets, net
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51,373 | 52,005 | ||||||
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M
arketable securities held
to maturity
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63,000 | 42,000 | ||||||
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Other
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2,226 | 2,241 | ||||||
| 186,669 | 166,316 | |||||||
| $ | 545,295 | $ | 550,816 | |||||
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LIABILITIES AND
STOCKHOLDERS' EQUITY
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December 24,
2011
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September 24,
2011
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||||||
| (Unaudited) | ||||||||
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Current liabilities
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||||||||
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Current obligations under
capital leases
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$ | 284 | $ | 278 | ||||
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Accounts payable
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49,294 | 55,918 | ||||||
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Accrued liabilities
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5,467 | 4,593 | ||||||
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Accrued compensation expense
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8,007 | 12,859 | ||||||
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Dividends payable
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2,440 | 2,200 | ||||||
| 65,492 | 75,848 | |||||||
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Long-term obligations under
capital leases
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448 | 523 | ||||||
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Deferred income taxes
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40,993 | 41,050 | ||||||
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Other long-term liabilities
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965 | 1,007 | ||||||
| 42,406 | 42,580 | |||||||
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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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47,136 | 45,017 | ||||||
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Accumulated other comprehensive
loss
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(4,070 | ) | (3,914 | ) | ||||
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Retained earnings
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394,331 | 391,285 | ||||||
| 437,397 | 432,388 | |||||||
| $ | 545,295 | $ | 550,816 | |||||
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Three months ended
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December 24,
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December 25,
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|||||||
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2011
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2010
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|||||||
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Net Sales
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$ | 172,686 | $ | 155,632 | ||||
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Cost of goods sold
(1)
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126,280 | 109,531 | ||||||
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Gross Profit
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46,406 | 46,101 | ||||||
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Operating expenses
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Marketing
(2)
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17,659 | 16,682 | ||||||
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Distribution
(3)
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14,219 | 12,864 | ||||||
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Administrative
(4)
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6,066 | 5,628 | ||||||
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Other general income
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(1 | ) | (46 | ) | ||||
| 37,943 | 35,128 | |||||||
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Operating Income
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8,463 | 10,973 | ||||||
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Other income (expense)
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||||||||
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Investment income
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355 | 236 | ||||||
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Interest expense & other
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(39 | ) | (36 | ) | ||||
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Earnings before
income taxes
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8,779 | 11,173 | ||||||
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Income taxes
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3,294 | 4,079 | ||||||
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NET EARNINGS
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$ | 5,485 | $ | 7,094 | ||||
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Earnings per diluted share
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$ | 0.29 | $ | 0.38 | ||||
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Weighted average number
of diluted shares
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18,874 | 18,702 | ||||||
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Earnings per basic share
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$ | 0.29 | $ | 0.38 | ||||
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Weighted average number of
basic shares
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18,806 | 18,578 | ||||||
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(1) Includes share-based compensation expense of $64 and $52 for the three months ended
December 24, 2011 and December 25, 2010, respectively.
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(2) Includes share-based compensation expense of $95 and $114 for the three months ended
December 24, 2011 and December 25, 2010, respectively.
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(3) Includes share-based compensation expense of $6 and $6 for the three months ended
December 24, 2011 and December 25, 2010, respectively.
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(4) Includes share-based compensation expense of $129 and $106 for the three months ended
December 24, 2011 and December 25, 2010, respectively.
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Three months ended
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December 24,
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December 25,
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|||||||
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2011
|
2010
|
|||||||
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Operating activities:
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||||||||
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Net earnings
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$ | 5,485 | $ | 7,094 | ||||
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Adjustments to reconcile net
earnings to net cash
provided by operating activities:
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Depreciation of fixed assets
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6,357 | 6,246 | ||||||
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Amortization of intangibles
and deferred costs
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1,213 | 1,411 | ||||||
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Share-based compensation
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294 | 278 | ||||||
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Deferred income taxes
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(85 | ) | (21 | ) | ||||
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Other
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(23 | ) | 14 | |||||
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Changes in assets and liabilities
net of effects from purchase of companies
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||||||||
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Decrease in accounts receivable
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19,112 | 16,039 | ||||||
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Increase in inventories
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(2,941 | ) | (6,386 | ) | ||||
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Decrease in prepaid expenses
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1,896 | 3,074 | ||||||
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Decrease in accounts payable
and accrued liabilities
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(10,640 | ) | (12,060 | ) | ||||
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Net cash provided by operating activities
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20,668 | 15,689 | ||||||
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Investing activities:
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||||||||
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Purchases of property, plant
and equipment
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(8,869 | ) | (5,129 | ) | ||||
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Purchases of marketable securities
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(37,454 | ) | (4,295 | ) | ||||
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Proceeds from redemption of
marketable securities
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33,310 | 9,310 | ||||||
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Proceeds from disposal of property and
equipment
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102 | 70 | ||||||
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Other
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(611 | ) | (359 | ) | ||||
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Net cash used in investing activities
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(13,522 | ) | (403 | ) | ||||
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Financing activities:
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||||||||
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Proceeds from issuance of stock
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1,825 | 1,415 | ||||||
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Payments on capitalized lease obligations
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(69 | ) | (60 | ) | ||||
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Payment of cash dividend
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(2,200 | ) | (1,986 | ) | ||||
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Net cash used in financing activities
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(444 | ) | (631 | ) | ||||
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Effect of exchange rate on cash
and cash equivalents
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(90 | ) | 23 | |||||
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Net increase in cash
and cash equivalents
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6,612 | 14,678 | ||||||
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Cash and cash equivalents at beginning
of period
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87,479 | 74,665 | ||||||
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Cash and cash equivalents at end
of period
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$ | 94,091 | $ | 89,343 | ||||
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Note 1
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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 ended December 24, 2011 and December 25, 2010 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 24, 2011.
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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 $694,000 and $653,000 at December 24, 2011 and September 24, 2011, 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. Depreciation expense was $6,357,000 and $6,246,000 for the three months ended December 24, 2011 and December 25, 2010, respectively.
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Note 4
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Basic earnings per common share (EPS) excludes dilution and is computed by dividing income available to common shareholders by the weighted average common shares outstanding during the period. Diluted EPS takes into consideration the potential dilution that could occur if securities (stock options) or other contracts to issue common stock were exercised and converted into common stock. Our calculation of EPS is as follows:
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Three Months Ended December 24, 2011
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||||||||||||
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Income
|
Shares
|
Per Share
|
||||||||||
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(Numerator)
|
(Denominator)
|
Amount
|
||||||||||
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(in thousands, except per share amounts)
|
||||||||||||
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Basic EPS
|
||||||||||||
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Net Earnings available to
common stockholders
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$ | 5,485 | 18,806 | $ | 0.29 | |||||||
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Effect of Dilutive Securities
|
||||||||||||
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Options
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- | 68 | - | |||||||||
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Diluted EPS
|
||||||||||||
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Net Earnings available to
common stockholders plus assumed conversions
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$ | 5,485 | 18,874 | $ | 0.29 | |||||||
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Three Months Ended December 25, 2010
|
||||||||||||
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Income
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Shares
|
Per Share
|
||||||||||
|
(Numerator)
|
(Denominator)
|
Amount
|
||||||||||
|
(in thousands, except per share amounts)
|
||||||||||||
|
Basic EPS
|
||||||||||||
|
Net Earnings available to
common stockholders
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$ | 7,094 | 18,578 | $ | 0.38 | |||||||
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Effect of Dilutive Securities
|
||||||||||||
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Options
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- | 124 | - | |||||||||
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Diluted EPS
|
||||||||||||
|
Net Earnings available to
common stockholders plus assumed conversions
|
$ | 7,094 | 18,702 | $ | 0.38 | |||||||
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Note 5
|
Our calculation of comprehensive income is as follows:
|
|
December 24,
|
December 25,
|
|||||||
|
2011
|
2010
|
|||||||
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(in thousands)
|
||||||||
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Net Earnings
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$ | 5,485 | $ | 7,094 | ||||
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Foreign currency translation adjustment
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(156 | ) | 48 | |||||
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Comprehensive income
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$ | 5,329 | $ | 7,142 | ||||
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Note 6
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At December 24, 2011, the Company has three stock-based employee compensation plans. Share-based compensation was recognized as follows:
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Three months ended
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||||||||
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December 24,
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December 25,
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|||||||
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2011
|
2010
|
|||||||
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(in thousands, except per share amounts)
|
||||||||
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Stock Options
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$ | 95 | $ | 8 | ||||
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Stock purchase plan
|
65 | 98 | ||||||
| $ | 160 | $ | 106 | |||||
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Per diluted share
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$ | 0.01 | $ | 0.01 | ||||
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The above compensation is net of tax benefits
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$ | 134 | $ | 172 | ||||
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The Company anticipates that share-based compensation will not exceed $800,000 net of tax benefits, or approximately
$.04 per share for the fiscal year ending September 29, 2012.
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 2012 first three months: expected volatility of 28%; risk-free interest rate of 1.14%; dividend rate of 1.0% and expected lives ranging between 5 and 10 years.
During the 2012 three month period, the Company granted 1,500 stock options. The weighted-average grant date fair value of these options was $11.62. The Company did not grant any options in the 2011 first quarter.
Expected volatility is based on the historical volatility of the price of our common shares over the past 52 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.
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Note 7
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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.
The total amount of gross unrecognized tax benefits is
$943,000 and $973,000 on December 24, 2011 and September 24, 2011, 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 December 24, 2011 and September 24, 2011, respectively, the Company has
$330,000 and $335,000 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.
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Note 8
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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 was effective for our fiscal year beginning September 25, 2011. Since this standard impacts disclosure requirements only, its adoption has not had any impact on the Company’s consolidated results of operations or financial condition.
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In December 2010, the FASB issued guidance which requires that if a company presents comparative financial statements to include business combinations, the company should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. This guidance also expands the supplemental pro forma adjustments to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. This guidance is effective for our fiscal year beginning September 25, 2011. The adoption of this guidance has not had a material impact on the Company’s financial position, results of operations or cash flows.
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In May 2011, the FASB issued guidance which amends current fair value measurement and disclosure guidance to include increased transparency around valuation inputs and investment categorization. This guidance results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements. This guidance will be effective for our second quarter of fiscal year 2012, and is not expected to have a material impact on our financial statements.
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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 will be effective for our fiscal year 2013 and is not expected to have a material impact on our financial statements.
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In December 2010, the FASB issued guidance related to goodwill impairment testing for reporting entities with a zero or negative carrying amount. Under the amended guidance, we must consider whether it is more likely than not that a goodwill impairment exists for reporting units with a zero or negative carrying amount. If it is more likely than not that a goodwill impairment exists, the second step of the goodwill impairment test must be performed to measure the amount of the goodwill impairment loss, if any. This guidance is effective for our fiscal year 2012 and has not had a material impact on our financial statements.
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Note 9
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Inventories consist of the following: |
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December 24,
2011
|
December 25,
2010
|
|||||||
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(unaudited)
|
||||||||
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(in thousands)
|
||||||||
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Finished goods
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$ | 31,172 | $ | 28,770 | ||||
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Raw Materials
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13,752 | 13,160 | ||||||
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Packaging materials
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5,744 | 5,791 | ||||||
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Equipment parts & other
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15,767 | 15,740 | ||||||
| $ | 66,435 | $ | 63,461 | |||||
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Note 10
|
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.
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Frozen Beverages
We sell frozen beverages and related products to the food service industry, primarily under the names ICEE, SLUSH PUPPIE, PARROT ICE and ARCTIC BLAST 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:
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Three months ended
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December 24,
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December 25,
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2011
|
2010
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(in thousands)
|
||||||||
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Sales to External Customers:
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Food Service
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||||||||
|
Soft pretzels
|
$ | 25,617 | $ | 24,384 | ||||
|
Frozen juices and ices
|
7,852 | 7,642 | ||||||
|
Churros
|
10,386 | 10,089 | ||||||
|
Handhelds
|
6,414 | - | ||||||
|
Bakery
|
60,820 | 58,212 | ||||||
|
Other
|
1,980 | 4,958 | ||||||
| $ | 113,069 | $ | 105,285 | |||||
|
Retail Supermarket
|
||||||||
|
Soft pretzels
|
$ | 8,134 | $ | 7,835 | ||||
|
Frozen juices and ices
|
7,080 | 6,501 | ||||||
|
Handhelds
|
5,881 | - | ||||||
|
Coupon redemption
|
(757 | ) | (697 | ) | ||||
|
Other
|
496 | 483 | ||||||
| $ | 20,834 | $ | 14,122 | |||||
|
Frozen Beverages
|
||||||||
|
Beverages
|
$ | 23,981 | $ | 23,687 | ||||
|
Repair and
maintenance service
|
11,543 | 9,813 | ||||||
|
Machines sales
|
2,913 | 2,347 | ||||||
|
Other
|
346 | 378 | ||||||
| $ | 38,783 | $ | 36,225 | |||||
|
Consolidated Sales
|
$ | 172,686 | $ | 155,632 | ||||
|
Depreciation and Amortization:
|
||||||||
|
Food Service
|
$ | 4,200 | $ | 4,327 | ||||
|
Retail Supermarket
|
5 | - | ||||||
|
Frozen Beverages
|
3,365 | 3,330 | ||||||
| $ | 7,570 | $ | 7,657 | |||||
|
Operating Income (loss):
|
||||||||
|
Food Service
|
$ | 7,254 | $ | 11,143 | ||||
|
Retail Supermarket
|
1,824 | 2,051 | ||||||
|
Frozen Beverages
|
(615 | ) | (2,221 | ) | ||||
| $ | 8,463 | $ | 10,973 | |||||
|
Capital Expenditures:
|
||||||||
|
Food Service
|
$ | 6,313 | $ | 2,639 | ||||
|
Retail Supermarket
|
- | - | ||||||
|
Frozen Beverages
|
2,556 | 2,490 | ||||||
| $ | 8,869 | $ | 5,129 | |||||
|
Assets:
|
||||||||
|
Food Service
|
$ | 406,275 | $ | 342,479 | ||||
|
Retail Supermarket
|
4,087 | 2,731 | ||||||
|
Frozen Beverages
|
134,933 | 133,518 | ||||||
| $ | 545,295 | $ | 478,728 | |||||
|
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 December 24, 2011 and September 24, 2011 are as follows:
|
|
December 24,2011
|
September 24,2011
|
|||||||||||||||
|
Gross
|
Gross
|
|||||||||||||||
|
Carrying
|
Accumulated
|
Carrying
|
Accumulated
|
|||||||||||||
|
Amount
|
Amortization
|
Amount
|
Amortization
|
|||||||||||||
|
(in thousands)
|
||||||||||||||||
|
FOOD SERVICE
|
||||||||||||||||
|
Indefinite lived intangible
assets
|
||||||||||||||||
|
Trade Names
|
$ | 12,880 | $ | - | $ | 12,880 | $ | - | ||||||||
|
Amortized intangible assets
|
||||||||||||||||
|
Non compete agreements
|
470 | 443 | 470 | 425 | ||||||||||||
|
Customer relationships
|
40,024 | 19,888 | 40,024 | 18,993 | ||||||||||||
|
License and rights
|
3,606 | 2,448 | 3,606 | 2,425 | ||||||||||||
| $ | 56,980 | $ | 22,779 | $ | 56,980 | $ | 21,843 | |||||||||
|
RETAIL SUPERMARKETS
|
||||||||||||||||
|
Indefinite lived intangible
assets
|
||||||||||||||||
|
Trade Names
|
$ | 3,880 | $ | - | $ | 3,380 | $ | - | ||||||||
|
Amortized Intangible Assets
|
||||||||||||||||
|
Customer relationships
|
207 | 13 | 207 | 8 | ||||||||||||
| $ | 4,087 | $ | 13 | $ | 3,587 | $ | 8 | |||||||||
|
FROZEN BEVERAGES
|
||||||||||||||||
|
Indefinite lived intangible
assets
|
||||||||||||||||
|
Trade Names
|
$ | 9,315 | $ | - | $ | 9,315 | $ | - | ||||||||
|
Amortized intangible assets
|
||||||||||||||||
|
Non compete agreements
|
198 | 196 | 198 | 189 | ||||||||||||
|
Customer relationships
|
6,478 | 3,706 | 6,478 | 3,540 | ||||||||||||
|
Licenses and rights
|
1,601 | 592 | 1,601 | 574 | ||||||||||||
| $ | 17,592 | $ | 4,494 | $ | 17,592 | $ | 4,303 | |||||||||
|
CONSOLIDATED
|
$ | 78,659 | $ | 27,286 | $ | 78,159 | $ | 26,154 | ||||||||
|
Food
Service
|
Retail
Supermarket
|
Frozen
Beverages
|
Total | |||||||||||||
| (in thousands) | ||||||||||||||||
| Balance at December 24, 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
develop its own assumptions.
|
|
Gross
|
Gross
|
Fair
|
||||||||||||||
|
Amortized
|
Unrealized
|
Unrealized
|
Market
|
|||||||||||||
|
Cost
|
Gains
|
Losses
|
Value
|
|||||||||||||
|
(in thousands)
|
||||||||||||||||
|
US Government Agency Debt
|
$ | 63,000 | $ | 129 | $ | 5 | $ | 63,124 | ||||||||
|
Certificate of Deposit
|
8,650 | - | - | $ | 8,650 | |||||||||||
| $ | 71,650 | $ | 129 | $ | 5 | $ | 71,774 | |||||||||
|
Gross
|
Gross
|
Fair
|
||||||||||||||
|
Amortized
|
Unrealized
|
Unrealized
|
Market
|
|||||||||||||
|
Cost
|
Gains
|
Losses
|
Value
|
|||||||||||||
|
(in thousands)
|
||||||||||||||||
|
US Government Agency Debt
|
$ | 42,000 | $ | 52 | $ | 62 | $ | 41,990 | ||||||||
|
FDIC Backed Corporate Debt
|
8,015 | 18 | - | $ | 8,033 | |||||||||||
|
Certificate of Deposit
|
17,491 | 1 | - | $ | 17,492 | |||||||||||
| $ | 67,506 | $ | 71 | $ | 62 | $ | 67,515 | |||||||||
|
December 24, 2011
|
September 24, 2011
|
|||||||||||||||
|
(in thousands)
|
||||||||||||||||
|
Fair
|
Fair
|
|||||||||||||||
|
Amortized
|
Market
|
Amortized
|
Market
|
|||||||||||||
|
Cost
|
Value
|
Cost
|
Value
|
|||||||||||||
|
Due in one year or less
|
$ | 8,650 | $ | 8,650 | $ | 25,506 | $ | 25,525 | ||||||||
|
Due after one year through
five years
|
4,000 | 4,005 | 6,000 | 6,014 | ||||||||||||
|
Due after 5 years through
10 years
|
53,000 | 53,119 | 36,000 | 35,976 | ||||||||||||
|
Due after 10 years through
15 years
|
6,000 | 6,000 | - | - | ||||||||||||
|
Total held to maturity
securities
|
$ | 71,650 | $ | 71,774 | $ | 67,506 | $ | 67,515 | ||||||||
|
Less current portion
|
8,650 | 8,650 | 25,506 | 25,525 | ||||||||||||
|
Long term held to
maturity securities
|
$ | 63,000 | $ | 63,124 | $ | 42,000 | $ | 41,990 | ||||||||
|
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 and sales of $18.3 million in our 2011 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.
|
|
|
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 | ||
|
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 2011 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 December 24, 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.
|
|
PAR
T II. OTHER INFORMATION
|
||
|
|
||
| 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 December 24, 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: January 23, 2012
|
|
/s/ Gerald B. Shreiber | |
|
Gerald B. Shreiber
|
|||
| Chairman of the Board, | |||
| President, Chief Executive | |||
| Officer and Director | |||
| (Principal Executive Officer) | |||
|
Dated: January 23, 2012
|
|
/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 |
|---|