Skip to main content

J&J SNACK FOODS CORP

For the period ended Dec 28, 2024. Filed Feb 6, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Dec 28, 2024 · Filed Feb 6, 2025

JJSF$89.83-1.4%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

Item 1. Consolidated Financial Statements

CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

December 28,
2024September 28,
(unaudited)2024
Assets
Current assets
Cash and cash equivalents$73,562$73,394
Accounts receivable, net of allowances of $23,329 and $25,106163,837189,233
Inventories169,752173,141
Prepaid expenses and other20,38714,646
Total current assets427,538450,414
Property, plant and equipment, at cost
Land3,6843,684
Buildings and improvements122,963122,919
Plant machinery and equipment481,211475,194
Marketing equipment320,344317,269
Transportation equipment16,05315,796
Office equipment48,84048,589
Construction in progress33,94028,592
Total Property, plant and equipment, at cost1,027,0351,012,043
Less accumulated depreciation and amortization633,300620,858
Property, plant and equipment, net393,735391,185
Other non-current assets
Goodwill185,070185,070
Trade name intangible assets, net109,192109,695
Other intangible assets, net71,14272,561
Operating lease right-of-use assets156,164152,383
Other3,9463,793
Total other non-current assets525,514523,502
Total Assets$1,346,787$1,365,101
Liabilities and Stockholders’ Equity
Current liabilities
Current finance lease liabilities$252$243
Accounts payable81,34089,268
Accrued insurance liability17,87216,933
Accrued liabilities11,41910,063
Current operating lease liabilities20,07719,063
Accrued compensation expense16,47523,325
Dividends payable15,19315,178
Total current liabilities162,628174,073
Long-term debt--
Noncurrent finance lease liabilities501445
Noncurrent operating lease liabilities143,813140,751
Deferred income taxes87,71387,824
Other long-term liabilities5,2925,038
Stockholders’ Equity
Preferred stock, $1 par value; authorized 10,000,000 shares; none issued--
Common stock, no par value; authorized, 50,000,000 shares; issued and outstanding 19,479,000 and 19,460,000 respectively139,013136,516
Accumulated other comprehensive loss(17,876)(15,299)
Retained Earnings825,703835,753
Total stockholders’ equity946,840956,970
Total Liabilities and Stockholders’ Equity$1,346,787$1,365,101

CONSOLIDATED STATEMENTS OF EARNINGS

(Unaudited)

(in thousands, except per share amounts)

Three months ended
December 28,December 30,
20242023
Net sales$362,598$348,308
Cost of goods sold268,697253,723
Gross profit93,90194,585
Operating expenses
Marketing28,66927,472
Distribution39,61040,303
Administrative18,90318,199
Other general expense (income)480(1,072)
Total operating expenses87,66284,902
Operating Income6,2399,683
Other income (expense)
Investment income1,037798
Interest expense(212)(560)
Earnings before income taxes7,0649,921
Income tax expense1,9212,639
NET EARNINGS$5,143$7,282
Earnings per diluted share$0.26$0.37
Weighted average number of diluted shares19,56319,423
Earnings per basic share$0.26$0.38
Weighted average number of basic shares19,47119,344

J&J SNACK FOODS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(in thousands)

Three months ended
December 28,December 30,
20242023
Net earnings$5,143$7,282
Foreign currency translation adjustments(2,577)1,935
Total other comprehensive (loss) income(2,577)1,935
Comprehensive income$2,566$9,217

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(unaudited) (in thousands)

Accumulated
other
Common stock · comprehensive · Retained
SharesAmountlossearningsTotal
Balance at September 28, 202419,460$136,516$(15,299)$835,753$956,970
Common stock issued upon exercise of stock options, net of shares withheld for taxes121,924--1,924
Common stock issued upon vesting of service share units, net of shares withheld for taxes7(552)--(552)
Foreign currency translation adjustment--(2,577)-(2,577)
Dividends declared ($0.78 per share)---(15,193)(15,193)
Share-based compensation-1,125--1,125
Net earnings---5,1435,143
Balance at December 28, 202419,479$139,013$(17,876)$825,703$946,840
Accumulated
other
Common stock · comprehensive · Retained
SharesAmountlossearningsTotal
Balance at September 30, 202319,332$114,556$(10,166)$807,128$911,518
Common stock issued upon exercise of stock options, net of shares withheld for taxes314,481--4,481
Common stock issued upon vesting of service share units, net of shares withheld for taxes4-
Foreign currency translation adjustment--1,935-1,935
Dividends declared ($0.74 per share)---(14,235)(14,235)
Share-based compensation-1,480--1,480
Net earnings---7,2827,282
Balance at December 30, 202319,367$120,517$(8,231)$800,175$912,461

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited) (in thousands)

Three months ended
December 28,December 30,
20242023
Operating activities:
Net earnings$5,143$7,282
Adjustments to reconcile net earnings to net cash provided by operating activities
Depreciation of fixed assets15,81415,176
Amortization of intangibles and deferred costs1,9301,616
Loss (Gain) from disposals of property & equipment146(23)
Share-based compensation1,1251,480
Deferred income taxes(158)(192)
Other(93)157
Changes in assets and liabilities
Decrease in accounts receivable24,98732,407
Decrease (Increase) in inventories3,164(971)
(Increase) Decrease in prepaid expenses(5,769)2,625
(Decrease) in accounts payable and accrued liabilities(11,127)(10,604)
Net cash provided by operating activities35,16248,953
Investing activities:
Purchases of property, plant and equipment(19,065)(19,930)
Proceeds from disposal of property and equipment13182
Net cash used in investing activities(18,934)(19,848)
Financing activities:
Proceeds from issuance of stock1,3724,481
Borrowings under credit facility15,00015,000
Repayment of borrowings under credit facility(15,000)(35,000)
Payments on finance lease obligations(42)(85)
Payment of cash dividends(15,178)(14,209)
Net cash used in financing activities(13,848)(29,813)
Effect of exchange rates on cash and cash equivalents(2,212)1,147
Net increase in cash and cash equivalents168439
Cash and cash equivalents at beginning of period73,39449,581
Cash and cash equivalents at end of period$73,562$50,020

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1Basis of Presentation

The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. They do not include all information and notes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended September 28, 2024.

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 Company’s financial position and the results of operations and cash flows.

The results of operations for the three months ended December 28, 2024 and December 30, 2023 are not necessarily indicative of results for the full year. Sales of our frozen beverages and frozen novelties are generally higher in the fiscal 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 audited consolidated financial statements and the notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 28, 2024.

Note 2Business Combinations

On April 8, 2024, J & J Snack Foods Corp. completed the acquisition of the Thinsters cookie business from Hain Celestial Group as part of our growth strategy to increase our product portfolio. The purchase price was approximately $7.0 million, consisting entirely of cash.

The allocation of the purchase price to major classes of assets and liabilities was completed as of September 28, 2024. The purchase price allocation includes $1.1 million of Inventory acquired and $5.9 million of Intangible assets. Intangible assets include an indefinite lived Trade name with a fair value of $5.3 million, and an amortizing Customer relationship intangible asset with a fair value of $0.7 million. The Customer relationship intangible asset will amortize over a useful life of 10 years. The acquisition of Thinsters was accounted for using the acquisition method of accounting.

The financial results of Thinsters have been included in our consolidated financial statements since the date of the acquisition and are reported as part of our Food Service segment. Sales and net earnings of Thinsters were not deemed to be material for the three months ended December 28, 2024.

Note 3Revenue Recognition

We recognize revenue in accordance with ASC 606, “Revenue from Contracts with Customers.”

When Performance Obligations Are Satisfied

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account for revenue recognition. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.

The singular performance obligation of our customer contracts for product and machine sales is determined by each individual purchase order and the respective products ordered, with revenue being recognized at a point-in-time when the obligation under the terms of the agreement is satisfied and product control is transferred to our customer. Specifically, control transfers to our customers when the product is delivered to, installed or picked up by our customers based upon applicable shipping terms, as our customers can direct the use and obtain substantially all of the remaining benefits from the product at this point in time. The performance obligations in our customer contracts for product are generally satisfied within 30 days.

The singular performance obligation of our customer contracts for time and material repair and maintenance equipment service is the performance of the repair and maintenance with revenue being recognized at a point-in-time when the repair and maintenance is completed.

The singular performance obligation of our customer repair and maintenance equipment service contracts is the performance of the repair and maintenance with revenue being recognized over the time the service is expected to be performed. Our customers are billed for service contracts in advance of performance and therefore we have contract liability on our balance sheet.

Significant Payment Terms

In general, within our customer contracts, the purchase order identifies the product, quantity, price, pick-up allowances, payment terms and final delivery terms. Although some payment terms may be more extended, presently the majority of our payment terms are 30 days. As a result, we have used the available practical expedient and, consequently, do not adjust our revenues for the effects of a significant financing component.

Shipping****

All amounts billed to customers related to shipping and handling are classified as revenues; therefore, we recognize revenue for shipping and handling fees at the time the products are shipped or when services are performed. The cost of shipping products to the customer is recognized at the time the products are shipped to the customer and our policy is to classify them as Distribution expenses.

Variable Consideration

In addition to fixed contract consideration, our contracts include some form of variable consideration, including sales discounts, trade promotions and certain other sales and consumer incentives, including rebates and coupon redemptions. In general, variable consideration is treated as a reduction in revenue when the related revenue is recognized. Depending on the specific type of variable consideration, we use the most likely amount method to determine the variable consideration. We believe there will be no significant changes to our estimates of variable consideration when any related uncertainties are resolved with our customers. We review and update our estimates and related accruals of variable consideration each period based on historical experience. Our recorded liability for allowances, end-user pricing adjustments and trade spending was approximately $20.0 million at December 28, 2024 and $21.9 million at September 28, 2024.

Warranties & Returns

We provide all customers with a standard or assurance type warranty. Either stated or implied, we provide assurance the related products will comply with all agreed-upon specifications and other warranties provided under the law. No services beyond an assurance warranty are provided to our customers.

We do not grant a general right of return. However, customers may return defective or non-conforming products. Customer remedies may include either a cash refund or an exchange of the product. We do not estimate a right of return and related refund liability as returns of our products are rare.

Contract Balances

Our customers are billed for service contracts in advance of performance and therefore we have contract liability on our balance sheet as follows:

Three months ended
December 28,December 30,
20242023
(in thousands)
Beginning Balance$4,798$5,306
Additions to contract liability1,4831,400
Amounts recognized as revenue(1,854)(1,771)
Ending Balance$4,427$4,935

Disaggregation of Revenue

See Note 11 for disaggregation of our net sales by class of similar product and type of customer.

Allowance for Estimated Credit Losses

The Company continuously monitors collections and payments from its customers and maintains a provision for estimated credit losses. The allowance for estimated credit losses considers a number of factors including the age of receivable balances, the history of losses, expectations of future credit losses, and the customers’ ability to pay off obligations. The allowance for estimated credit losses was $3.4 million and $3.2 million on December 28, 2024 and September 28, 2024, respectively.

Note 4Depreciation and Amortization Expense

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, franchise agreements, technology, and certain trade names arising from acquisitions are amortized by the straight-line method over periods ranging from 2 to 20 years. Depreciation expense was $15.8 million and $15.2 million for the three months ended December 28, 2024 and December 30, 2023, respectively.

Note 5Earnings Per Share

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, service share units (“RSU”)’s, and performance share units (“PSU”)’s) or other contracts to issue common stock were exercised and converted into common stock. Our calculation of EPS is as follows:

IncomeSharesPer Share
(Numerator)(Denominator)Amount
(in thousands, except per share amounts)
Basic EPS
Net earnings available to common stockholders$5,14319,471$0.26
Effect of Dilutive Securities
RSU’s, PSU’s, and options-92-
Diluted EPS
Net earnings available to common stockholders plus assumed conversions$5,14319,563$0.26

20,546 anti-dilutive shares have been excluded in the computation of EPS for the three months ended December 28, 2024.

IncomeSharesPer Share
(Numerator)(Denominator)Amount
(in thousands, except per share amounts)
Basic EPS
Net earnings available to common stockholders$7,28219,344$0.38
Effect of Dilutive Securities
RSU’s, PSU’s, and options-79(0.01)
Diluted EPS
Net earnings available to common stockholders plus assumed conversions$7,28219,423$0.37

188,077 anti-dilutive shares have been excluded in the computation of EPS for the three months ended December 30, 2023.

Note 6Share-Based Compensation

At December 28, 2024, the Company has two stock-based employee compensation plans. Pre—tax share-based compensation expense was recognized as follows:

Three months ended
December 28,December 30,
20242023
(in thousands)
Stock options$150$431
Stock purchase plan8899
Stock issued to outside directors4354
Service share units issued to employees595521
Performance share units issued to employees249375
Total share-based compensation$1,125$1,480
Tax benefits$326$321

The fair value of each option grant is estimated on the date of grant using the Black-Scholes options-pricing model.

Expected volatility is based on the historical volatility of the price of our common shares over the past 51 months for 5-year options and 10 years for 10-year options. We use historical information to estimate expected life and forfeitures within the valuation model. The expected term of awards represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the expected life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Compensation cost is recognized using a straight-line method over the vesting or service period and is net of estimated forfeitures.

The Company didnot grant any stock options during the three months ended December 28, 2024, or during the three months ended December 30, 2023.

During the three months ended December 28, 2024, the Company issued 13,557 service share units (“RSU”)’s. Each RSU entitles the awardee to one share of common stock upon vesting. During the three months ended December 30, 2023, the Company issued 9,751 RSU’s. The fair value of the RSU’s was determined based upon the closing price of the Company’s common stock on the date of grant.

During the three months ended December 28, 2024, the Company also issued 13,548 performance share units (“PSU”)’s. During the three months ended December 30, 2023, the Company issued 9,743 PSU’s. Each PSU may result in the issuance of up to two shares of common stock upon vesting, dependent upon the level of achievement of the applicable performance goal. The fair value of the PSU’s was determined based upon the closing price of the Company’s common stock on the date of grant. Additionally, the Company applies a quarterly probability assessment in computing this non-cash compensation expense, and any change in estimate is reflected as a cumulative adjustment to expense in the quarter of the change.

Note 7Income Taxes

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

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

The total amount of gross unrecognized tax benefits is $0.3 million on both December 28, 2024 and September 28, 2024, all of which would impact our effective tax rate over time, if recognized. We recognize interest and penalties related to uncertain tax positions as a part of the provision for income taxes. As of December 28, 2024 and September 28, 2024, the Company has $0.3 million of accrued interest and penalties, respectively.

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

Our effective tax rate for the three months ended December 28, 2024 was 27.2%, which is higher than the company’s 21.0% statutory tax rate primarily as a result of state income taxes, and the tax effect in foreign jurisdictions. Our effective tax rate was 26.6% in last fiscal year’s quarter, which is higher than the company’s 21.0% statutory tax rate primarily as a result of state income taxes, and the tax effect in foreign jurisdictions.

Note 8New Accounting Pronouncements and Policies

In November 2023, the FASB issued ASU No. 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” This guidance requires all public entities to provide enhanced disclosures about significant segment expenses. The amendments in this ASU are to be applied retrospectively and are effective for fiscal years beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024. We are currently assessing the impact of the guidance on our consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU No. 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This guidance enhances the transparency around income tax information through improvements to income tax disclosures, primarily related to the effective rate reconciliation and income taxes paid, to improve the overall effectiveness of income tax disclosures. The amendments in the ASU are effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently assessing the impact of the guidance on our consolidated financial statements and disclosures.

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures.” This guidance improves disclosure requirements and provides more detailed information around an entity’s expenses, specifically amounts related to purchases of inventory, employee compensation, depreciation, intangible asset amortization, and selling expenses, along with qualitative descriptions of certain other types of expenses. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently assessing the impact of the guidance on our consolidated financial statements and disclosures.

Note 9Long-term Debt

In December 2021, the Company entered into an amended and restated loan agreement (the “Credit Agreement”) with our existing banks which provided for up to a $50 million revolving credit facility repayable in December 2026.

Interest accrues, at the Company’s election at (i) the BSBY Rate (as defined in the Credit Agreement), plus an applicable margin, based upon the Consolidated Net Leverage Ratio, as defined in the Credit Agreement, or (ii) the Alternate Base Rate (a rate based on the higher of (a) the prime rate announced from time-to-time by the Administrative Agent, (b) the Federal Reserve System’sfederal funds rate, plus 0.50% or (c) the Daily BSBY Rate, plus an applicable margin). The Alternate Base Rate is defined in the Credit Agreement.

The Credit Agreement requires the Company to comply with various affirmative and negative covenants, including without limitation (i) covenants to maintain a minimum specified interest coverage ratio and maximum specified net leverage ratio, and (ii) subject to certain exceptions, covenants that prevent or restrict the Company’s ability to pay dividends, engage in certain mergers or acquisitions, make certain investments or loans, incur future indebtedness, alter its capital structure or line of business, prepay subordinated indebtedness, engage in certain transactions with affiliates, or amend its organizational documents. As of December 28, 2024, the Company is in compliance with all financial covenants terms of the Credit Agreement.

On June 21, 2022, the Company entered into an amendment to the Credit Agreement, the “Amended Credit Agreement” which provided for an incremental increase of $175 million in available borrowings. The Amended Credit Agreement also includes an option to increase the size of the revolving credit facility by up to an amount not to exceed in the aggregate the greater of $225 million or, $50 million plus the Consolidated EBITDA of the Borrowers, subject to the satisfaction of certain terms and conditions.

As of December 28, 2024, and as of September 28, 2024, there wasno outstanding balance under the Amended Credit Agreement. As of December 28, 2024, and as of September 28, 2024, the amount available under the Amended Credit Agreement was $212.7 million, after giving effect to the outstanding letters of credit.

Note 10Inventory

Inventories consist of the following:

December 28,September 28,
20242024
(unaudited)
(in thousands)
Finished goods$79,344$86,470
Raw materials33,06729,830
Packaging materials12,77512,649
Equipment parts and other44,56644,192
Total Inventories$169,752$173,141
Note 11Segment Information

Our reportable segments are Food Service, Retail Supermarkets, and Frozen Beverages. 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 thethree operating segments mentioned below which is available to our Chief Operating Decision Maker.

All inter-segment net sales and expenses have been eliminated in computing net sales and operating income. These segments are described below.

Food Service

The primary products sold by the Food Service segment are soft pretzels, frozen novelties, churros, handheld products and baked goods. Our customers in the Food Service segment include snack bars and food stands in chain, department and discount stores; malls and shopping centers; casual dining restaurants; fast food and casual dining restaurants; stadiums and sports arenas; leisure and theme parks; convenience stores; movie theatres; warehouse club stores; schools, colleges and other institutions. Within the food service industry, our products are purchased by the consumer primarily for consumption at the point-of-sale or for take-away.

Retail Supermarkets

The primary products sold to the retail supermarket channel are soft pretzel products – including SUPERPRETZEL and AUNTIE ANNE’S, frozen novelties including LUIGI’S Real Italian Ice, MINUTE MAID Juice Bars and Soft Frozen Lemonade, WHOLE FRUIT frozen fruit bars and sorbet, DOGSTERS ice cream style treats for dogs, PHILLY SWIRL cups and sticks, ICEE Squeeze-Up Tubes and handheld products. Within the retail supermarket channel, our frozen and prepackaged products are purchased by the consumer for consumption at home.

Frozen Beverages

We sell frozen beverages to the foodservice industry primarily under the names ICEE, SLUSH PUPPIE and PARROT ICE in the United States, Mexico and Canada. We also provide repair and maintenance services to customers for customer-owned equipment.

The Chief Operating Decision Maker for Food Service, Retail Supermarkets and Frozen Beverages reviews monthly detailed operating income statements and sales reports in order to assess performance and allocate resources to each individual segment. Sales and operating income are key variables monitored by the Chief Operating Decision Maker and management when determining each segment’s and the company’s financial condition and operating performance. In addition, the Chief Operating Decision Maker reviews and evaluates 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:

Three months ended
December 28,December 30,
20242023
(in thousands)
Sales to External Customers:
Food Service
Soft pretzels$52,539$50,128
Frozen novelties23,11821,050
Churros25,47228,061
Handhelds23,70322,047
Bakery108,746101,982
Other5,3055,341
Total Food Service$238,883$228,609
Retail Supermarket
Soft pretzels$17,078$18,447
Frozen novelties16,11312,861
Biscuits6,9637,032
Handhelds5,1385,510
Coupon redemption(528)(332)
Other(47)241
Total Retail Supermarket$44,717$43,759
Frozen Beverages
Beverages$44,654$41,950
Repair and maintenance service23,63924,559
Machines revenue10,0478,889
Other658542
Total Frozen Beverages$78,998$75,940
Consolidated Sales$362,598$348,308
Depreciation and Amortization:
Food Service$11,948$10,673
Retail Supermarket283527
Frozen Beverages5,5135,592
Total Depreciation and Amortization$17,744$16,792
Operating Income :
Food Service$1,672$6,016
Retail Supermarket392452
Frozen Beverages4,1753,215
Total Operating Income$6,239$9,683
Capital Expenditures:
Food Service$12,607$11,865
Retail Supermarket252
Frozen Beverages6,4338,063
Total Capital Expenditures$19,065$19,930
Assets:
Food Service$973,260$930,533
Retail Supermarket34,45936,219
Frozen Beverages339,068325,805
Total Assets$1,346,787$1,292,557
Note 12Goodwill and Intangible Assets

Intangible Assets

Our 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 Beverages segments as of December 28, 2024 and September 28, 2024 are as follows:

December 28, 2024 · September 28, 2024
Gross · Gross
Carrying · Accumulated · Carrying · Accumulated
Amount · Amortization · Amount · Amortization
(in thousands)
FOOD SERVICE
Indefinite lived intangible assets
Trade names$85,424$-$85,424$-
Amortized intangible assets
Trade names4,0241,5094,0241,006
Franchise agreements8,5002,1258,5001,913
Customer relationships23,55012,93523,55012,369
Technology23,1105,74223,1105,170
License and rights1,6901,6711,6901,650
TOTAL FOOD SERVICE$146,298$23,982$146,298$22,108
RETAIL SUPERMARKETS
Indefinite lived intangible assets
Trade names$11,938$-$11,938$-
TOTAL RETAIL SUPERMARKETS$11,938$-$11,938$-
FROZEN BEVERAGES
Indefinite lived intangible assets
Trade names$9,315$-$9,315$-
Distribution rights36,100-36,100-
Amortized intangible assets
Customer relationships1,4398751,439844
Licenses and rights1,4001,2991,4001,282
TOTAL FROZEN BEVERAGES$48,254$2,174$48,254$2,126
CONSOLIDATED$206,490$26,156$206,490$24,234

Amortizing intangible assets are being amortized by the straight-line method over periods ranging from 2 to 20 years and amortization expense is reflected throughout operating expenses. Aggregate amortization expense of intangible assets for the three months ended December 28, 2024 and December 30, 2023 was $1.9 million and $1.6 million, respectively.

Estimated amortization expense for the next five fiscal years is approximately $5.7 million in 2025 (excluding the three months ended December 28, 2024), $6.6 million in 2026, $4.7 million in 2027, and $4.3 million in both 2028 and 2029.

The weighted amortization period of the intangible assets, in total, is 10.0 years. The weighted amortization period by intangible asset class is 10 years for Technology,10 years for Customer relationships,20 years for Licenses & rights,10 years for Franchise agreements, and 2 years for Trade names.

Goodwill

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

December 28,September 28,
20242024
(in thousands)
Food Service$124,426$124,426
Retail Supermarket4,1464,146
Frozen Beverages56,49856,498
Total goodwill$185,070$185,070
Note 13Commitments and Contingencies

We are a party to litigation which has arisen in the normal course of business which management currently believes will not have a material adverse effect on our financial condition or results of operations.

We self-insure, up to loss limits, certain insurable risks such as workers’ compensation, automobile, and general liability claims. Accruals for claims under our self-insurance program are recorded on a claims incurred basis. Our total recorded liability for all years’ claims incurred but not yet paid was $16.0 million and $15.3 million at December 28, 2024 and September 28, 2024, respectively. In connection with certain self-insurance agreements, we customarily enter into letters of credit arrangements with our insurers. At both December 28, 2024 and September 28, 2024, we had outstanding letters of credit totaling $12.3 million.

We have a self-insured medical plan which covers approximately 1,800 of our employees. We record a liability for incurred but not yet reported or paid claims based on our historical experience of claim payments and a calculated lag time period. Our recorded liability at December 28, 2024 and September 28, 2024 was $1.7 million and $1.6 million, respectively.

On August 19, 2024, we experienced a fire at our Holly Ridge plant in North Carolina. The building was damaged as a result of the fire, and plant operations were interrupted. We maintain property, general liability and business interruption insurance coverage. Based on the provisions of our insurance policies, we record estimated insurance recoveries for fire related costs for which recovery is deemed to be probable.

In the three months ended September 28, 2024, we recorded $6.8 million of fire related costs, for all of which recovery was deemed to be probable, and we received $5.0 million of insurance proceeds for inventory, fixed asset losses, and other fire related costs. Additionally, we recorded an insurance receivable, net of advance proceeds received, for other fire related costs for which recovery was deemed probable of $1.8 million, which was recorded in prepaid expenses and other, in the Consolidated Balance Sheet as of September 28, 2024.

In the three months ended December 28, 2024, we recorded an additional $8.4 million of fire related costs, for all of which recovery was deemed to be probable, and we received $1.0 million of insurance proceeds for inventory and business interruption losses. Additionally, we recorded a gain of $0.5 million in cost of goods sold in the Consolidated Statement of Earnings representing the proceeds received in excess of losses recognized and we recorded an insurance receivable, net of advance proceeds received, for other fire related costs for which recovery was deemed probable of $9.7 million, which was recorded in prepaid expenses and other, in the Consolidated Balance Sheet as of December 28, 2024.

Note 14Accumulated Other Comprehensive Income (Loss)

Changes to the components of accumulated other comprehensive loss are as follows:

Three months ended
December 28, 2024December 30, 2023
(in thousands)
Foreign currency translation adjustments
Beginning balance$(15,299)$(10,166)
Foreign currency translation adjustment (loss) gain(2,577)1,935
Ending balance$(17,876)$(8,231)
Accumulated other comprehensive loss$(17,876)$(8,231)
Note 15Leases

General Lease Description

We have operating leases with initial noncancelable lease terms in excess of one year covering the rental of various facilities and equipment. Certain of these leases contain renewal options and some provide options to purchase during the lease term. Our operating leases include leases for real estate for some of our office and manufacturing facilities as well as manufacturing and non-manufacturing equipment used in our business. The remaining lease terms for these operating leases range from 1 month to 19 years.

We have finance leases with initial noncancelable lease terms in excess of one year covering the rental of various equipment. These leases are generally for manufacturing and non-manufacturing equipment used in our business. The remaining lease terms for these finance leases range from 1 year to 7 years.

Significant Assumptions and Judgments

Contract Contains a Lease

In evaluating our contracts to determine whether a contract is or contains a lease, we considered the following:

•Whether explicitly or implicitly identified assets have been deployed in the contract; and
•Whether we obtain substantially all of the economic benefits from the use of that underlying asset, and we can direct how and for what purpose the asset is used during the term of the contract.

Allocation of Consideration

In determining how to allocate consideration between lease and non-lease components in a contract that was deemed to contain a lease, we used judgment and consistent application of assumptions to reasonably allocate the consideration.

Options to Extend or Terminate Leases

We have leases which contain options to extend or terminate the leases. On a lease-by-lease basis, we have determined if the extension should be considered reasonably certain to be exercised and thus a right-of-use asset and a lease liability should be recorded.

Discount Rate

The discount rate for leases, if not explicitly stated in the lease, is the incremental borrowing rate, which is the rate of interest that we would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

We used the discount rate to calculate the present value of the lease liability at the date of adoption. In the development of the discount rate, we considered our incremental borrowing rate as provided by our lender which was based on cash collateral and credit risk specific to us, and our lease portfolio characteristics.

As of December 28, 2024, the weighted-average discount rate of our operating and finance leases was 5.3% and 4.4%, respectively. As of September 28, 2024, the weighted-average discount rate of our operating and finance leases was 5.2% and 4.0%, respectively.

Practical Expedients and Accounting Policy Elections

We elected the package of practical expedients that permits us not to reassess our prior conclusions about lease identification, lease classification and initial direct costs and made an accounting policy election to exclude short-term leases with an initial term of 12 months or less from our Consolidated Balance Sheets.

Amounts Recognized in the Financial Statements

The components of lease expense were as follows:

Three months endedThree months ended
December 28, 2024December 30, 2023
Operating lease cost in Cost of goods sold and Operating Expenses$7,627$5,894
Finance lease cost:
Amortization of assets in Cost of goods sold and Operating Expenses$159$53
Interest on lease liabilities in Interest expense & other78
Total finance lease cost$166$61
Short-term lease cost in Cost of goods sold and Operating Expenses--
Total net lease cost$7,793$5,955

Supplemental balance sheet information related to leases is as follows:

December 28, 2024September 28, 2024
Operating Leases
Operating lease right-of-use assets$156,164$152,383
Current operating lease liabilities$20,077$19,063
Noncurrent operating lease liabilities143,813140,751
Total operating lease liabilities$163,890$159,814
Finance Leases
Finance lease right-of-use assets in Property, plant and equipment, net$707$601
Current finance lease liabilities$252$243
Noncurrent finance lease liabilities501445
Total finance lease liabilities$753$688

Supplemental cash flow information related to leases is as follows:

Three months ended · Three months ended
December 28, 2024 · December 30, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$7,382$5,972
Operating cash flows from finance leases$7$8
Financing cash flows from finance leases$42$85
Supplemental noncash information on lease liabilities arising from obtaining right-of-use assets$9,616$49,854
Supplemental noncash information on lease liabilities removed due to purchase of leased asset$-$-

As of December 28, 2024, the maturities of lease liabilities were as follows:

Operating Leases · Finance Leases
Nine months ending September 27, 2025$20,680$174
202625,019201
202723,925206
202820,637151
202915,82950
Thereafter121,89950
Total minimum payments227,989832
Less amount representing interest(64,099)(79)
Present value of lease obligations$163,890$753

As of December 28, 2024 the weighted-average remaining term of our operating and finance leases was 12.8 years and 4.0 years, respectively.

As of September 28, 2024 the weighted-average remaining term of our operating and finance leases was 12.6 years and 3.6 years, respectively.

Note 16Related Parties

NFI Industries, Inc.

We have related party expenses for distribution and shipping related costs with NFI Industries, Inc. and its affiliated entities (“NFI”). Our director, Sidney R. Brown, is CEO and an owner of NFI Industries, Inc. In the three months ended December 28, 2024 and December 30 2023, the Company paid NFI $18.8 million and $14.5 million, respectively.

Of the amounts paid to NFI, the amount related to transportation management services performed by NFI was $0.2 million in the three months ended December 28, 2024 and $0.3 million in the three months ended December 30, 2023.

Of the amounts paid to NFI, the amount related to labor management services performed by NFI was $3.8 million in the three months ended December 28, 2024 and $1.3 million in the three months ended December 30, 2023.

In June 2023, the Company began leasing a regional distribution center in Terrell, Texas that was constructed by, and is owned by, a subsidiary of NFI. The distribution center is operated by NFI for the Company, pursuant to a Service Labor Management Agreement. Under the Service Labor Management Agreement, NFI provides logistics and warehouse management services. NFI continues to perform transportation-related management services for the Company as well. At the lease commencement date, $28.7 million was recorded as an operating right-of-use asset, $0.2 million was recorded as a current operating lease liability, and $28.5 million was recorded as a non-current operating lease liability. As of December 28, 2024, $27.2 million was recorded as an operating right-of-use asset, $0.6 million was recorded as a current operating lease liability, and $27.9 million was recorded as a non-current operating lease liability. As of September 28, 2024, $27.4 million was recorded as an operating right-of-use asset, $0.6 million was recorded as a current operating lease liability, and $28.0 million was recorded as a non-current operating lease liability. Of the amounts paid to NFI, the Company made lease payments totaling $0.5 million in both of the three months ended December 28, 2024 and December 30, 2023.

The remainder of the costs related to amounts that were passed through to the third-party distribution and shipping vendors that are being managed on the Company’s behalf by NFI. In the three months ended December 28, 2024 and December 30, 2023, the Company made payments to NFI that were passed through to the third party distribution and shipping vendors totaling $14.3 million and $12.4 million, respectively.

As of December 28, 2024, and September 28, 2024, related party trade payables of approximately $2.6 million and $0.6 million, respectively, were recorded as accounts payable.

All agreements with NFI include terms that are consistent with those that we believe would have been negotiated at an arm’s length with an independent party.

AMC Global

We incur related party expenses for attitudinal and research services with AMC Global, a global marketing research company. The husband of our director, Marjorie Roshkoff, is CEO and owner of AMC Global. In the three months ended December 28, 2024, the Company didnot incur any expenses with AMC Global, and in the three months ended December 30, 2023, the Company paid AMC Global $11,000 for these expenses.

Additionally, the Company pays board advisory consulting fees to the husband of our director, Marjorie Roshkoff. In both the three months ended December 28, 2024 and December 30, 2023, the Company paid $13,000 for these board advisory consulting fees.

Note 17Reclassifications

Certain prior year financial statements amounts have been reclassified to be consistent with the presentation for the current year.

Note 18Subsequent Events

On February 3, 2025, the Company announced that the Board of Directors authorized a $50.0 million share repurchase program that will be effective for two years.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.