UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the period ended March 25, 1995 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 0-14616 J & J SNACK FOODS CORP. (Exact name of registrant as specified in its charter) New Jersey 22-1935537 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 6000 Central Highway, Pennsauken, NJ 08109 (Address of principal executive offices) Telephone (609) 665-9533 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No As of April 20, 1995, there were 9,358,918 shares of the Registrant's Common Stock outstanding.INDEX Page Number Part I. Financial Information Item 1. Consolidated Financial Statements Consolidated Balance Sheets - March 25, 1995 and September 24, 1994................................... 3 Consolidated Statements of Earnings - Three Months and Six Months Ended March 25, 1995 and March 26, 1994... 5 Consolidated Statements of Cash Flows - Six Months Ended March 25, 1995 and March 26, 1994.............. 6 Notes to the Consolidated Financial Statements.......... 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............. 9 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K.................... 12 PART I. FINANCIAL INFORMATION Item 1. Consolidated Financial Statements J & J SNACK FOODS CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS March 25, September 24, 1995 1994 (Unaudited) Current assets Cash and cash equivalents $ 2,723,000 $ 6,621,000 Marketable securities available for sale 6,827,000 4,443,000 Accounts receivable 15,016,000 17,176,000 Inventories 12,332,000 11,519,000 Prepaid expenses and deposits 1,983,000 1,611,000 38,881,000 41,370,000 Property, plant and equipment, at cost Land 983,000 973,000 Buildings 5,119,000 5,119,000 Plant machinery and equipment 38,462,000 35,045,000 Marketing equipment 70,916,000 70,311,000 Transportation equipment 2,219,000 2,622,000 Office equipment 3,497,000 3,355,000 Improvements 5,300,000 4,741,000 Construction in progress 414,000 750,000 126,910,000 122,916,000 Less accumulated depreciation and amortization 65,892,000 59,788,000 61,018,000 63,128,000 Other assets Goodwill, trademarks and rights, less accumulated amortization 9,353,000 9,793,000 Long term investments available for sale 2,495,000 - Long term investments held to maturity 7,032,000 10,764,000 Sundry 1,717,000 2,311,000 20,597,000 22,868,000 $120,496,000 $127,366,000 See accompanying notes to the consolidated financial statements. 3 J & J SNACK FOODS CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS - Continued LIABILITIES AND March 25, September 24, STOCKHOLDERS' EQUITY 1995 1994 (Unaudited) Current liabilities Current maturities of long- term debt $ 15,000 $ 15,000 Accounts payable 11,013,000 11,854,000 Accrued liabilities 4,810,000 4,537,000 15,838,000 16,406,000 Long-term debt, less current maturities 5,021,000 5,028,000 Deferred income 692,000 692,000 Deferred income taxes 4,693,000 4,695,000 Stockholders' equity Capital stock Preferred, $1 par value; authorized, 5,000,000 shares; none issued - - Common, no par value; authorized, 25,000,000 shares; issued and outstanding, 9,382,000 and 9,889,000, respectively 43,897,000 49,946,000 Foreign currency translation adjustment (1,261,000) - Retained earnings 51,616,000 50,599,000 94,252,000 100,545,000 $120,496,000 $127,366,000 See accompanying notes to the consolidated financial statements. 4 J & J SNACK FOODS CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited) Three months ended Six months ended March 25, March 26, March 25, March 26, 1995 1994 1995 1994 Net Sales $40,317,000 $40,271,000 $81,534,000 $78,676,000 Cost of goods sold 20,033,000 19,593,000 40,455,000 37,569,000 Gross profit 20,284,000 20,678,000 41,079,000 41,107,000 Operating expenses Marketing 13,478,000 11,990,000 26,802,000 24,093,000 Distribution 4,487,000 4,647,000 9,019,000 8,891,000 Administrative 2,072,000 1,961,000 4,040,000 3,957,000 Amortization of intangibles and deferred costs 217,000 196,000 433,000 409,000 20,254,000 18,794,000 40,294,000 37,350,000 Operating income 30,000 1,884,000 785,000 3,757,000 Other income (deductions) Investment income 299,000 282,000 591,000 572,000 Interest expense (114,000) (119,000) (212,000) (231,000) Sundry 534,000 533,000 466,000 577,000 Earnings before income taxes 749,000 2,580,000 1,630,000 4,675,000 Income taxes 282,000 970,000 613,000 1,758,000 NET EARNINGS $ 467,000 $ 1,610,000 $ 1,017,000 $ 2,917,000 Earnings per common share $ .05 $ .15 $ .11 $ .27 Weighted average number of shares 9,467,000 10,662,000 9,660,000 10,661,000 See accompanying notes to the consolidated financial statements. 5 J & J SNACK FOODS CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six months ended March 25, March 26, 1995 1994 Cash flows from operating activities: Net earnings $ 1,017,000 $ 2,917,000 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization of fixed assets 7,379,000 6,586,000 Amortization of intangibles and deferred costs 508,000 482,000 (Decrease) increase in deferred income taxes (2,000) 293,000 Other adjustments 10,000 (398,000) Changes in assets and liabilities Decrease in accounts receivable 2,057,000 985,000 (Increase) decrease in inventories (1,023,000) 28,000 (Increase) in prepaid expenses (372,000) (316,000) (Decrease) increase in accounts payable and accrued liabilities (615,000) 671,000 Net cash provided by operating activities 8,959,000 11,248,000 Cash flows from investing activities: Capital expenditures (6,193,000) (8,906,000) Payments for purchase of companies, net of cash acquired and debt assumed - (623,000) Proceeds from investments held to maturity 230,000 2,976,000 Payments for investments held to maturity (500,000) (3,568,000) Proceeds from investments available for sale 2,085,000 1,720,000 Payments for investments available for sale (2,981,000) (6,052,000) Decrease in bond trust fund 549,000 721,000 Proceeds from sale of property and equipment 27,000 574,000 Other (18,000) (10,000) Net cash used in investing activities (6,801,000) (13,168,000) Cash flows from financing activities: Proceeds from issuance of common stock 254,000 367,000 Payments to repurchase common stock (6,303,000) - Payments of long-term debt (7,000) (287,000) Net cash (used in) provided by financing activities (6,056,000) 80,000 Net increase (decrease) in cash and cash equivalents (3,898,000) (1,840,000) Cash and cash equivalents at beginning of period 6,621,000 8,457,000 Cash and cash equivalents at end of period $ 2,723,000 $ 6,617,000 See accompanying notes to the consolidated financial statements. 6 J & J SNACK FOODS CORP. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 1 In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position and the results of operations and cash flows. The results of operations for the three months and six months ended March 25, 1995 and March 26, 1994 are not necessarily indicative of results for the full year. Sales of the Company's retail stores are generally higher in the first quarter due to the holiday shopping season. Sales of the Company's frozen carbonated beverages are generally higher in the third and fourth quarters due to seasonal factors. While the Company believes 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 year ended September 24, 1994. Note 2 Earnings per share are based on the weighted average number of common shares outstanding, including common stock equivalents (stock options). Note 3 Inventories consist of the following: March 25, September 24, 1995 1994 Finished goods $ 5,397,000 $ 5,538,000 Raw materials 1,501,000 1,293,000 Packaging materials 2,338,000 1,777,000 Equipment parts & other 3,096,000 2,911,000 $12,332,000 $11,519,000 Note 4 The Company adopted FAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities" at December 24, 1994. This new standard requires investments in securities to be classified in one of three categories: held to maturity, trading and available for sale. Debt securities that the Company has the positive intent and ability to hold to maturity are classified as held to maturity and are reported at amortized cost. As the Company does not engage in security trading, the 7 balance of its debt securities and any equity securities are classified as available for sale. Net unrealized gains and losses for such securities, net of tax are reported as a separate component of stockholders' equity and excluded from the determination of net income. Proceeds on sales of securities classified as available for sale were $37,000 in the quarter ended March 25, 1995 with a $3,000 gain realized and $2,085,000 in the six months ended March 25, 1995 with a gain of $3,000 realized. The Company uses the specific identification method to determine the cost of securities sold. The amortized cost, unrealized gains and losses, and fair market values of the Company's available for sale and held to maturity securities held at March 25, 1995 are summarized as follows: Gross Gross Fair Amortized Unrealized Unrealized Market Cost Gains Losses Value Available for Sale Securities Equity Securities $2,157,000 $12,000 $ 12,000 $2,157,000 Corporate Debt Securities 996,000 - 69,000 927,000 Municipal Government Securities 6,169,000 - 53,000 6,116,000 $9,322,000 $12,000 $134,000 $9,200,000 Held to Maturity Securities Corporate Debt Securities $1,027,000 $ - $ 60,000 $ 967,000 Municipal Government Securities 5,505,000 - 184,000 5,321,000 Other 500,000 - - 500,000 $7,032,000 $ - $244,000 $6,788,000 The following table lists the maturities of debt securities held at March 25, 1995 classified as available for sale and held to maturity: Available for Sale Held to Maturity Estimated Estimated Amortized Fair Market Amortized Fair Market Cost Value Cost Value Due in one year or less$4,670,000 $4,641,000 $ - $ - Due after one year through five years 2,000,000 1,967,000 7,032,000 6,788,000 Due after five years 495,000 435,000 - - Total $7,165,000 $7,043,000 $7,032,000 $6,788,000 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources The Company's current cash and marketable securities balances and cash expected to be provided by future operations are its primary sources of liquidity. The Company believes that these sources, along with its borrowing capacity, are sufficient to fund future growth and expansion. The devaluation of the Mexican peso caused a reduction of $654,000 and $1,261,000 in stockholders' equity for the three months and six months ended March 25, 1995, respectively. The Company is experiencing a dollar decline in the sales of its Mexican frozen carbonated beverage subsidiary of about 65% due primarily to the devaluation. The Company anticipates that the sales decline from last year's levels will continue for at least the balance of its fiscal year. In fiscal year 1994, sales of the Mexican subsidiary were $2,687,000. During the six months ended March 25, 1995, the Company purchased and retired 539,100 shares of its common stock at a cost of $6,303,000. Subsequent to the second quarter, the Company sold its syrup and flavor manufacturing subsidiary, Western Syrup Company, to an unrelated third party for cash and notes. The Company does not anticipate that the sale of Western will have a material impact on its operations or financial position. Available to the Company are unsecured general purpose bank lines of credit totalling $25,000,000. Results of Operations Net sales increased slightly to $40,317,000 for the three months and $2,858,000 or 4% to $81,534,000 for the six months ended March 25, 1995. Sales to food service customers increased $985,000 or 6% in the second quarter to $17,952,000 and $3,153,000 or 9% to $36,902,000 in the six months. Soft pretzel sales to the food service market increased 7% to $12,271,000 in the second quarter and 10% to $24,590,000 in the six months due to expanded unit volume. Increased penetration in warehouse clubs and schools and new products accounted for most of the added pretzel volume. Frozen juice treat and dessert sales increased 6% to $2,644,000 in the three months and 3% to $5,513,000 in the six months. Churro sales to food service customers decreased 10% to $2,147,000 in the second quarter and 5% to $4,313,000 in the six months. One customer accounted for all of the churro sales decrease. All foodservice sales increases and decreases were due primarily to changes in unit volume. Sales of products to retail supermarkets increased $532,000 or 6% to $10,119,000 in the second quarter and less than 1% to $17,502,000 in the first half. Soft pretzel sales for the second quarter were up 2% to $8,038,000 and for the six months were down 2% to $14,131,000. The sales decline for the six 9 months was due primarily to increased competition. Sales of the flagship SUPERPRETZEL brand soft pretzels, excluding SOFTSTIX, increased 3% in the second quarter and were essentially unchanged in the six months. Softstix sales decreased $77,000 or 6% to $1,261,000 in the second quarter and $387,000 or 14% to $2,411,000 in the six months. Sales of Luigi's Real Italian Ice increased $324,000 or 21% to $1,848,000 in the second quarter and $567,000 or 24% to $2,935,000 in the first half. All of the retail supermarket increases and decreases were due primarily to changes in unit volume. Frozen carbonated beverage and related product sales decreased $742,000 or 9% to $7,514,000 in the second quarter and $417,000 or 3% to $16,249,000 in the six months. Sales of the Company's Mexican frozen carbonated beverage subsidiary were down $482,000 or 65% in the second quarter and $491,000 or 35% in the six months due to the devaluation of the peso and the business downturn in Mexico. Equipment and parts sales were down $214,000 or 76% in the second quarter and $188,000 or 60% in the six months due to reduced demand. Beverage sales alone decreased 5% to $7,147,000 in the second quarter and were essentially unchanged in the six months with sales of $15,361,000 even though there were an increased number of frozen carbonated beverage dispensers at customer locations primarily because of lower sales in Mexico and the net loss of higher volume accounts elsewhere. Bakery sales decreased $670,000 or 27% to $1,799,000 in the second quarter and increased $141,000 or 3% to $4,286,000 in the first six months. The three month decline was due to a reduction of purchases by a single customer. Syrup and topping product sales decreased $207,000 and $441,000 in the second quarter and six months, respectively. Gross profit as a percentage of sales decreased to 50% in the current three and six month periods from 51% and 52% in the corresponding periods last year. This gross profit percentage decrease is primarily attributable to higher raw material and packaging costs, increased manufacturing overhead costs due to recent expansions of production capacity and lower selling prices on incremental foodservice sales. Total operating expenses increased $1,460,000 in the second quarter and as a percentage of sales increased to 50% from 47% in last year's same quarter. For the first half, operating expenses increased $2,944,000 and as a percentage of sales increased to 49% from 47% last year. Marketing expenses increased from 30% to 33% in the second quarter and from 31% to 33% in the six months primarily because of higher frozen carbonated beverage marketing expenses combined with lower frozen carbonated beverage sales compared to last year and higher retail supermarket advertising and marketing allowance spending. Distribution expenses were 11% of sales in all periods. Administrative expenses were 5% of sales in all periods. Operating income decreased $1,854,000 or 98% to $30,000 in the second quarter and $2,972,000 or 79% to $785,000 in the first half. 10 Investment income increased in the second quarter and six months due to higher levels of interest rates on invested funds. Interest expense decreased slightly in the second quarter and six months due to the reduction of debt. Sundry income of $534,000 in the quarter was essentially unchanged from last year while sundry decreased $111,000 to $466,000 in the six months. This year's second quarter sundry income included a gain on an insurance settlement and last year's amount included a gain on the sale of land. The effective income tax rate has been estimated at 38% in all periods. Net earnings decreased $1,143,000 or 71% in the current three month period to $467,000 and $1,900,000 or 65% in the current six month period to $1,017,000. 11 Part II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K a) Exhibits - None b) Reports on Form 8-K - There were no reports on Form 8-K for the three months ended March 25, 1995. 12 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. J & J SNACK FOODS CORP. Dated: April 28, 1995 /s/ Gerald B. Shreiber Gerald B. Shreiber President Dated: April 28, 1995 /s/ Dennis G. Moore Dennis G. Moore Senior Vice President and Chief Financial Officer 13 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. J & J SNACK FOODS CORP. Dated: April 28, 1995 Gerald B. Shreiber President Dated: April 28, 1995 Dennis G. Moore Senior Vice President and Chief Financial Officer 13