jjsf20240330

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the period ended March 30, 2024

☐	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

incorporation or organization)

(I.R.S. Employer

Identification No.)

350 Fellowship Road, Mt. Laurel, New Jersey 08054

(Address of principal executive offices)

Telephone (856) 665-9533

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, no par value	JJSF	The NASDAQ Global Select Market

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.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

At May 3, 2024 there were 19,386,215 shares of the Registrant’s Common Stock outstanding.

INDEX

		Page Number
Part I.	Financial Information

Item l.	Consolidated Financial Statements

Consolidated Balance Sheets – March 30, 2024 (unaudited) and September 30, 2023		3

Consolidated Statements of Earnings (unaudited) – Three and Six Months Ended March 30, 2024 and March 25, 2023		4

Consolidated Statements of Comprehensive Income (unaudited) – Three and Six Months Ended March 30, 2024 and March 25, 2023		5

Consolidated Statements of Changes In Stockholders’ Equity (unaudited) – Three and Six Months Ended March 30, 2024 and March 25, 2023		6

Consolidated Statements of Cash Flows (unaudited) –Six Months Ended March 30, 2024 and March 25, 2023		7

Notes to the Consolidated Financial Statements (unaudited)		8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27

Item 4.	Controls and Procedures	27

Part II.	Other Information

Item 1.	Legal Proceedings	28

Item 1A.	Risk Factors	28

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28

Item 5.	Other Information	28

Item 6.	Exhibits	28

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

J & J SNACK FOODS CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

	March 30, 2024			September 30,
	(unaudited)			2023
Assets
Current assets
Cash and cash equivalents	$	43,645		$	49,581
Accounts receivable, net		178,312			198,129
Inventories		188,709			171,539
Prepaid expenses and other		9,944			10,963
Total current assets		420,610			430,212

Property, plant and equipment, at cost
Land		3,684			3,684
Buildings		50,075			45,538
Plant machinery and equipment		470,836			445,299
Marketing equipment		310,799			296,482
Transportation equipment		15,078			14,367
Office equipment		48,265			47,393
Improvements		64,823			51,319
Construction in progress		30,346			56,116
Total Property, plant and equipment, at cost		993,906			960,198
Less accumulated depreciation and amortization		601,876			574,295
Property, plant and equipment, net		392,030			385,903

Other assets
Goodwill		185,070			185,070
Other intangible assets, net		180,298			183,529
Operating lease right-of-use assets		154,104			88,868
Other		3,494			3,654
Total other assets		522,966			461,121
Total Assets	$	1,335,606		$	1,277,236

Liabilities and Stockholders' Equity
Current liabilities
Current finance lease liabilities	$	170		$	201
Accounts payable		95,844			90,758
Accrued insurance liability		16,980			15,743
Accrued liabilities		8,955			14,214
Current operating lease liabilities		19,179			16,478
Accrued compensation expense		19,218			23,341
Dividends payable		14,249			14,209
Total current liabilities		174,595			174,944

Long-term debt		17,000			27,000
Noncurrent finance lease liabilities		506			600
Noncurrent operating lease liabilities		141,726			77,631
Deferred income taxes		81,665			81,310
Other long-term liabilities		4,462			4,233

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 19,386,000 and 19,332,000 respectively		124,280			114,556
Accumulated other comprehensive loss		(7,883	)		(10,166	)
Retained Earnings		799,255			807,128
Total stockholders' equity		915,652			911,518
Total Liabilities and Stockholders' Equity	$	1,335,606		$	1,277,236

The accompanying notes are an integral part of these statements.

J & J SNACK FOODS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

(Unaudited)

(in thousands, except per share amounts)

	Three months ended						Six months ended
	March 30,			March 25,			March 30,			March 25,
	2024			2023			2024			2023

Net sales	$	359,734		$	337,854		$	708,042		$	689,197

Cost of goods sold		251,491			247,470			505,214			507,958
Gross profit		108,243			90,384			202,828			181,239

Operating expenses
Marketing		27,650			24,017			55,122			47,716
Distribution		44,249			38,188			84,552			80,237
Administrative		18,521			17,919			36,720			34,310
Other general expense		(81	)		67			(1,153	)		(545	)
Total operating expenses		90,339			80,191			175,241			161,718

Operating income		17,904			10,193			27,587			19,521

Other income (expense)
Investment income		684			401			1,482			1,086
Interest expense		(429	)		(1,334	)		(989	)		(2,383	)

Earnings before income taxes		18,159			9,260			28,080			18,224

Income tax expense		4,830			2,389			7,469			4,720

NET EARNINGS	$	13,329		$	6,871		$	20,611		$	13,504

Earnings per diluted share	$	0.69		$	0.36		$	1.06		$	0.70

Weighted average number of diluted shares		19,418			19,295			19,411			19,285

Earnings per basic share	$	0.69		$	0.36		$	1.06		$	0.70

Weighted average number of basic shares		19,380			19,238			19,362			19,230

The accompanying notes are an integral part of these statements.

J&J SNACK FOODS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(in thousands)

	Three months ended				Six months ended
	March 30,		March 25,		March 30,		March 25,
	2024		2023		2024		2023

Net earnings	$	13,329	$	6,871	$	20,611	$	13,504

Foreign currency translation adjustments		348		1,068		2,283		1,939
Total other comprehensive income, net of tax		348		1,068		2,283		1,939

Comprehensive income	$	13,677	$	7,939	$	22,894	$	15,443

The accompanying notes are an integral part of these statements.

J & J SNACK FOODS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(Unaudited) (in thousands)

					Accumulated
					Other
	Common Stock				Comprehensive			Retained
	Shares		Amount		Loss			Earnings			Total

Balance at September 30, 2023		19,332	$	114,556	$	(10,166	)	$	807,128		$	911,518

Issuance of common stock upon exercise of stock options		35		4,481		-			-			4,481
Foreign currency translation adjustment		-		-		1,935			-			1,935
Dividends declared		-		-		-			(14,235	)		(14,235	)
Share-based compensation		-		1,480		-			-			1,480
Net earnings		-		-		-			7,282			7,282
Balance at December 30, 2023		19,367	$	120,517	$	(8,231	)	$	800,175		$	912,461

Issuance of common stock upon exercise of stock options		9		715		-			-			715
Issuance of common stock for employee stock purchase plan		10		1,320		-			-			1,320
Foreign currency translation adjustment		-		-		348			-			348
Dividends declared		-		-		-			(14,249	)		(14,249	)
Share-based compensation		-		1,728		-			-			1,728
Net earnings		-		-		-			13,329			13,329
Balance at March 30, 2024		19,386	$	124,280	$	(7,883	)	$	799,255		$	915,652

					Accumulated
					Other
	Common Stock				Comprehensive			Retained
	Shares		Amount		Loss			Earnings			Total

Balance at September 24, 2022		19,219	$	94,026	$	(13,713	)	$	782,856		$	863,169

Issuance of common stock upon exercise of stock options		10		1,285		-			-			1,285
Foreign currency translation adjustment		-		-		871			-			871
Dividends declared		-		-		-			(13,461	)		(13,461	)
Share-based compensation		-		1,239		-			-			1,239
Net earnings		-		-		-						6,633
Balance at December 24, 2022		19,229	$	96,550	$	(12,842	)	$	776,028		$	859,736

Issuance of common stock upon exercise of stock options		14		1,713		-			-			1,713
Issuance of common stock for employee stock purchase plan		9		1,061		-			-			1,061
Foreign currency translation adjustment		-		-		1,068			-			1,068
Dividends declared		-		-		-			(13,475	)		(13,475	)
Share-based compensation		-		1,313		-			-			1,313
Net earnings		-		-		-			6,871			6,871
Balance at March 25, 2023		19,252	$	100,637	$	(11,774	)	$	769,424		$	858,287

The accompanying notes are an integral part of these statements.

J & J SNACK FOODS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited) (in thousands)

	Six months ended
	March 30,			March 25,
	2024			2023
Operating activities:
Net earnings	$	20,611		$	13,504
Adjustments to reconcile net earnings to net cash provided by operating activities
Depreciation of fixed assets		30,960			27,236
Amortization of intangibles and deferred costs		3,232			3,385
(Gain) loss from disposals of property & equipment		(17	)		(354	)
Share-based compensation		3,208			2,552
Deferred income taxes		377			(787	)
(Gain) loss on marketable securities		-			(22	)
Other		160			(255	)
Changes in assets and liabilities, net of effects from purchase of companies
Decrease in accounts receivable		20,110			10,541
(Increase) Decrease in inventories		(17,027	)		823
Decrease in prepaid expenses		1,046			4,787
(Decrease) in accounts payable and accrued liabilities		(962	)		(25,739	)
Net cash provided by operating activities		61,698			35,671

Investing activities:
Purchases of property, plant and equipment		(36,626	)		(49,124	)
Proceeds from redemption and sales of marketable securities		-			5,300
Proceeds from disposal of property and equipment		152			797
Net cash used in investing activities		(36,474	)		(43,027	)

Financing activities:
Proceeds from issuance of stock		6,516			4,059
Borrowings under credit facility		35,000			92,000
Repayment of borrowings under credit facility		(45,000	)		(55,000	)
Payments on finance lease obligations		(110	)		(71	)
Payment of cash dividend		(28,444	)		(26,914	)
Net cash provided by (used in) financing activities		(32,038	)		14,074

Effect of exchange rates on cash and cash equivalents		878			1,384

Net increase (decrease) in cash and cash equivalents		(5,936	)		8,102
Cash and cash equivalents at beginning of period		49,581			35,181
Cash and cash equivalents at end of period	$	43,645		$	43,283

The accompanying notes are an integral part of these statements.

J & J SNACK FOODS CORP. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1

Basis 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 30, 2023.

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 and six months ended March 30, 2024 and March 25, 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 30, 2023.

Note 2

Revenue 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 $21.9 million at March 30, 2024 and $18.9 million at September 30, 2023.

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						Six months ended
	March 30,			March 25,			March 30,			March 25,
	2024			2023			2024			2023
	(in thousands)						(in thousands)

Beginning balance	$	4,935		$	4,767		$	5,306		$	4,926
Additions to contract liability		1,645			1,527			3,045			2,917
Amounts recognized as revenue		(1,831	)		(1,465	)		(3,602	)		(3,014	)
Ending balance	$	4,749		$	4,829		$	4,749		$	4,829

Disaggregation of Revenue

See Note 10 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 $3.6 million and $3.2 million on March 30, 2024 and September 30, 2023, respectively.

Note 3

Depreciation 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 and technology 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 $13.8 million for the three months ended March 30, 2024 and March 25, 2023, respectively and $31.0 million and $27.2 million for the six months ended March 30, 2024 and March 25, 2023, respectively.

Note 4

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

	Three months ended March 30, 2024
	Income		Shares		Per Share
	(Numerator)		(Denominator)		Amount
	(in thousands, except per share amounts)
Basic EPS
Net earnings available to common stockholders	$	13,329		19,380	$	0.69

Effect of dilutive securities
RSU's and options		-		38		-

Diluted EPS
Net earnings available to common stockholders plus assumed conversions	$	13,329		19,418	$	0.69

213,851 anti-dilutive shares have been excluded in the computation of EPS for the three months ended March 30, 2024.

	Six months ended March 30, 2024
	Income		Shares		Per Share
	(Numerator)		(Denominator)		Amount
	(in thousands, except per share amounts)
Basic EPS
Net earnings available to common stockholders	$	20,611		19,362	$	1.06

Effect of dilutive securities
RSU's and options		-		49		-

Diluted EPS
Net earnings available to common stockholders plus assumed conversions	$	20,611		19,411	$	1.06

214,932 anti-dilutive shares have been excluded in the computation of EPS for the six months ended March 30, 2024.

	Three months ended March 25, 2023
	Income		Shares		Per Share
	(Numerator)		(Denominator)		Amount
	(in thousands, except per share amounts)
Basic EPS
Net earnings available to common stockholders	$	6,871		19,238	$	0.36

Effect of dilutive securities
RSU's and options		-		57		-

Diluted EPS
Net earnings available to common stockholders plus assumed conversions	$	6,871		19,295	$	0.36

381,735 anti-dilutive shares have been excluded in the computation of EPS for the three months ended March 25, 2023.

	Six months ended March 25, 2023
	Income		Shares		Per Share
	(Numerator)		(Denominator)		Amount
	(in thousands, except per share amounts)
Basic EPS
Net earnings available to common stockholders	$	13,504		19,230	$	0.70

Effect of dilutive securities
RSU's and options		-		55		-

Diluted EPS
Net earnings available to common stockholders plus assumed conversions	$	13,504		19,285	$	0.70

386,510 anti-dilutive shares have been excluded in the computation of EPS for the six months ended March 25, 2023.

Note 5

Share-Based Compensation and Post-Retirement Benefits

At March 30, 2024, the Company has three stock-based employee compensation plans. Share-based compensation expense was recognized as follows:

	Three months ended				Six months ended
	March 30,		March 25,		March 30,		March 25,
	2024		2023		2024		2023
	(in thousands)				(in thousands)

Stock options	$	364	$	559	$	727	$	1,179
Stock purchase plan		139		197		238		424
Stock issued to outside directors		34		27		74		27
Service share units issued to employees		444		193		826		374
Performance share units issued to employees		372		171		647		243
Total share-based compensation	$	1,353	$	1,147	$	2,512	$	2,247

The above compensation is net of tax benefits	$	375	$	166	$	696	$	305

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 did not grant any stock options during the six months ended March 30, 2024 or during the six months ended March 25, 2023.

During the three and six months ended March 30, 2024, the Company issued 1,795 and 11,546 service share units (“RSU”)’s, respectively. During the six months ended March 25, 2023, the Company issued 9,900 RSU’s. Each RSU entitles the awardee to one share of common stock upon vesting. 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. No such RSU’s were issued in the three months ended March 25, 2023.

During the three and six months ended March 30, 2024, the Company also issued 1,795 and 11,538 performance share units (“PSU”)’s, respectively. During the six months ended March 25, 2023, the Company issued 18,641 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. No such PSU’s were issued in the three months ended March 25, 2023.

Note 6

Income 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 March 30, 2024 and September 30, 2023, respectively, 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 March 30, 2024 and September 30, 2023, 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 was 26.6% for the three months ended March 30, 2024, as compared with 25.8% in the prior year period.

Our effective tax rate was 26.6% for the six months ended March 30, 2024, as compared with 25.9% in the prior year period.

Note 7

New Accounting Pronouncements and Policies

In December 2022, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2022-06, "Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848", to provide optional guidance to temporarily ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. Preceding the issuance of ASU 2020-04, which established ASC 848, the United Kingdom's Financial Conduct Authority ("FCA") announced that it would no longer need to persuade or compel banks to submit to LIBOR after December 31, 2021. In response, the FASB established December 31, 2022 as the expiration date for ASC 848. In March 2021, the FCA announced the intended cessation date of the overnight 1-, 3-, 6-, and 12-month USD LIBOR would be June 30, 2023. Because the current relief in Topic 848 may not cover a period of time during which a significant number of modifications may take place, this update deferred the sunset date in Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. This guidance is not expected to have a material impact on our consolidated financial statements and disclosures.

In September 2022, the FASB issued ASU No. 2022-04 “Liabilities – Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations”. This guidance requires annual and interim disclosures for entities that use supplier finance programs in connection with the purchase of goods and services. These amendments are effective for fiscal years beginning after December 15, 2022, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. The Company adopted this guidance during the three months ended December 30, 2023. The adoption of this guidance did not have a material impact on our consolidated financial statements and disclosures.

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 March 2024, the SEC adopted final rules to require disclosures about certain climate-related information in registration statements and annual reports. In April 2024, the SEC issued an order to stay the rules pending the completion of judicial review of multiple petitions challenging the rules. The rules will require disclosure of, amongst other things, material climate-related risks, how the board of directors and management oversee such risks, and the actual and potential material impacts of such risks. The rules also require disclosure around material climate-related targets and goals, Scope 1 and Scope 2 green-house gas emissions, and the financial impacts of severe weather events and other natural conditions. If the rules are ultimately implemented, their adoption will be phased, and accordingly, we would be required to begin to make certain disclosures for our annual period ending September 26, 2026, applied prospectively. We are currently assessing the impact of the guidance on our consolidated financial statements and disclosures.

Note 8

Long-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’s federal 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 March 30, 2024, the Company is in compliance with all financial covenant 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 March 30, 2024, $17.0 million was outstanding under the Amended Credit Agreement with a weighted average interest rate of 6.94%. These borrowings have been classified as Long-Term Debt on the Company’s Balance Sheet. As of March 30, 2024, the amount available under the Amended Credit Agreement was $198.2 million, after giving effect to the outstanding letters of credit. As of September 30, 2023, $27.0 million was outstanding under the Credit Agreement. As of September 30, 2023, the amount available under the Amended Agreement was $188.2 million, after giving effect to the outstanding letters of credit.

Note 9

Inventory

Inventories consist of the following:

	March 30,		September 30,
	2024		2023
	(unaudited)
	(in thousands)

Finished goods	$	100,638	$	86,472
Raw materials		31,001		30,537
Packaging materials		13,675		12,484
Equipment parts and other		43,395		42,046
Total inventories	$	188,709	$	171,539

Note 10

Segment Information

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 Maker.

Our 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. 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						Six months ended
	March 30,			March 25,			March 30,			March 25,
	2024			2023			2024			2023
	(unaudited)						(unaudited)
	(in thousands)						(in thousands)
Sales to external customers:
Food Service
Soft pretzels	$	54,328		$	55,492		$	104,456		$	107,715
Frozen novelties		27,713			26,607			48,763			48,372
Churros		30,825			24,920			58,886			50,677
Handhelds		19,504			20,309			41,551			43,881
Bakery		91,907			85,300			193,889			194,248
Other		5,713			5,653			11,054			11,685
Total Food Service	$	229,990		$	218,281		$	458,599		$	456,578

Retail Supermarket
Soft pretzels	$	16,453		$	16,013		$	34,900		$	30,498
Frozen novelties		23,676			20,770			36,537			38,739
Biscuits		6,207			5,858			13,239			13,771
Handhelds		7,194			4,099			12,704			6,991
Coupon redemption		(769	)		(375	)		(1,101	)		(551	)
Other		129			(5	)		370			(15	)
Total Retail Supermarket	$	52,890		$	46,360		$	96,649		$	89,433

Frozen Beverages
Beverages	$	44,666		$	41,799		$	86,616		$	80,458
Repair and maintenance service		23,231			22,585			47,790			46,412
Machines revenue		8,221			8,252			17,110			15,263
Other		736			577			1,278			1,053
Total Frozen Beverages	$	76,854		$	73,213		$	152,794		$	143,186

Consolidated sales	$	359,734		$	337,854		$	708,042		$	689,197

Depreciation and amortization:
Food Service	$	11,173		$	9,597		$	21,846		$	19,055
Retail Supermarket		525			492			1,052			883
Frozen Beverages		5,702			5,351			11,294			10,683
Total depreciation and amortization	$	17,400		$	15,440		$	34,192		$	30,621

Operating Income:
Food Service	$	7,931		$	5,133		$	13,947		$	11,520
Retail Supermarket		5,110			487			5,562			1,598
Frozen Beverages		4,863			4,573			8,078			6,403
Total operating income	$	17,904		$	10,193		$	27,587		$	19,521

Capital expenditures:
Food Service	$	9,364		$	13,744		$	21,229		$	38,606
Retail Supermarket		-			105			2			1,479
Frozen Beverages		7,332			4,365			15,395			9,039
Total capital expenditures	$	16,696		$	18,214		$	36,626		$	49,124

Assets:
Food Service	$	963,870		$	910,573		$	963,870		$	910,573
Retail Supermarket		36,650			12,162			36,650			12,162
Frozen Beverages		335,086			302,222			335,086			302,222
Total assets	$	1,335,606		$	1,224,957		$	1,335,606		$	1,224,957

Note 11

Goodwill 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 March 30, 2024 and September 30, 2023 are as follows:

	March 30, 2024				September 30, 2023
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
	(in thousands)
FOOD SERVICE

Indefinite lived intangible assets
Trade names	$	84,194	$	-	$	84,194	$	-

Amortized intangible assets
Franchise agreements		8,500		1,488		8,500		1,063
Customer relationships		22,900		11,224		22,900		10,080
Technology		23,110		4,024		23,110		2,879
License and rights		1,690		1,608		1,690		1,565
TOTAL FOOD SERVICE	$	140,394	$	18,344	$	140,394	$	15,587

RETAIL SUPERMARKETS

Indefinite lived intangible assets
Trade names	$	11,938	$	-	$	11,938	$	-

Amortized intangible Assets
Customer relationships		7,687		7,623		7,687		7,256
TOTAL RETAIL SUPERMARKETS	$	19,625	$	7,623	$	19,625	$	7,256


FROZEN BEVERAGES

Indefinite lived intangible assets
Trade names	$	9,315	$	-	$	9,315	$	-
Distribution rights		36,100		-		36,100		-

Amortized intangible assets
Customer relationships		1,439		761		1,439		689
Licenses and rights		1,400		1,247		1,400		1,212
TOTAL FROZEN BEVERAGES	$	48,254	$	2,008	$	48,254	$	1,901

CONSOLIDATED	$	208,273	$	27,975	$	208,273	$	24,744

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 March 30, 2024 and March 25, 2023 was $1.6 million and $1.7 million, respectively. Aggregate amortization expense of intangible assets for the six months ended March 30, 2024 and March 25, 2023 was $3.2 million and $3.4 million, respectively.

Estimated amortization expense for the next five fiscal years is approximately $3.1 million in 2024 (excluding the six months ended March 30, 2024), $5.6 million in 2025 and 2026, $4.6 million in 2027, and $4.2 million in 2028.

The weighted amortization period of the intangible assets, in total, is 10.4 years. The weighted amortization period by intangible asset class is 10 years for Technology, 10 years for Customer relationships, 20 years for Licenses & rights, and 10 years for Franchise agreements.

Goodwill

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

	Food		Retail		Frozen
	Service		Supermarket		Beverages		Total
			(in thousands)

March 30, 2024	$	124,426	$	4,146	$	56,498	$	185,070

September 30, 2023	$	124,426	$	4,146	$	56,498	$	185,070

Note 12

Investments

We have classified our investment securities as marketable securities held to maturity and available for sale. 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 input 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.

Marketable securities held to maturity and available for sale consist primarily of investments in mutual funds, preferred stock, and corporate bonds. The fair values of mutual funds are based on quoted market prices in active markets and are classified within Level 1 of the fair value hierarchy. The fair values of preferred stock and corporate bonds are based on quoted prices for identical or similar instruments in markets that are not active. As a result, preferred stock and corporate bonds are classified within Level 2 of the fair value hierarchy.

As of March 30, 2024, and September 30, 2023, the Company held no held to maturity investment securities or marketable securities available for sale.

As of March 30, 2024, and September 30, 2023, the Company held no mutual fund, preferred stock, or held to maturity investments. However, during the six months ended March 25, 2023, the Company held mutual funds which sought current income with an emphasis on maintaining low volatility and overall moderate duration, the Company held investments in Fixed-to-Floating Perpetual Preferred Stock which generated income to call dates in 2025, and the Company held corporate bonds which generated fixed income to a maturity dates in 2023.

There were no proceeds from the redemption and sale of marketable securities in the three or six months ended March 30, 2024. Proceeds from the redemption and sale of marketable securities were $2.0 million and $5.3 million in the three and six months ended March 25, 2023, respectively. No gains or losses were recorded in the three or six months ended March 30, 2024. Gains of $59,000 and $22,000 were recorded in the three and six months ended March 25, 2023, which included unrealized gains of $59,000 and $19,000, respectively.

Note 13

Accumulated Other Comprehensive Income (Loss)

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

	Three months ended			Six months ended
	March 30, 2024			March 30, 2024
	(in thousands)			(in thousands)

	Foreign Currency			Foreign Currency
	Translation Adjustments			Translation Adjustments

Beginning balance	$	(8,231	)	$	(10,166	)

Other comprehensive income		348			2,283
Ending balance	$	(7,883	)	$	(7,883	)

	Three months ended			Six months ended
	March 25, 2023			March 25, 2023
	(in thousands)			(in thousands)

	Foreign Currency			Foreign Currency
	Translation Adjustments			Translation Adjustments

Beginning balance	$	(12,842	)	$	(13,713	)

Other comprehensive income		1,068			1,939
Ending balance	$	(11,774	)	$	(11,774	)

Note 14

Leases

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 20 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 5 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 March 30, 2024, the weighted-average discount rate of our operating and finance leases was 5.4% and 3.9%, respectively. As of September 30, 2023, the weighted-average discount rate of our operating and finance leases was 4.4% and 3.9%, 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 ended		Three months ended		Six months ended		Six months ended
	March 30, 2024		March 25, 2023		March 30, 2024		March 25, 2023
Operating lease cost in Cost of goods sold and Operating Expenses	$	7,101	$	3,778	$	12,995	$	7,750
Finance lease cost:
Amortization of assets in Cost of goods sold and Operating Expenses	$	53	$	22	$	106	$	56
Interest on lease liabilities in Interest expense & other		7		2		15		4
Total finance lease cost	$	60	$	24	$	121	$	60
Short-term lease cost in Cost of goods sold and Operating Expenses		-		-		-		-
Total net lease cost	$	7,161	$	3,802	$	13,116	$	7,810

Supplemental balance sheet information related to leases is as follows:

	March 30, 2024		September 30, 2023
Operating Leases
Operating lease right-of-use assets	$	154,104	$	88,868

Current operating lease liabilities	$	19,179	$	16,478
Noncurrent operating lease liabilities		141,726		77,631
Total operating lease liabilities	$	160,905	$	94,109

Finance Leases
Finance lease right-of-use assets in Property, plant and equipment, net	$	776	$	789

Current finance lease liabilities	$	170	$	201
Noncurrent finance lease liabilities		506		600
Total finance lease liabilities	$	676	$	801

Supplemental cash flow information related to leases is as follows:

	Three months ended		Three months ended		Six months ended		Six months ended
	March 30, 2024		March 25, 2023		March 30, 2024		March 25, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	5,722	$	3,861	$	11,694	$	7,779
Operating cash flows from finance leases	$	7	$	2	$	15	$	4
Financing cash flows from finance leases	$	25	$	32	$	110	$	71

Supplemental noncash information on lease liabilities arising from obtaining right-of-use assets	$	25,567	$	3,821	$	75,421	$	6,497
Supplemental noncash information on lease liabilities removed due to purchase of leased asset	$	-	$	-	$	-	$	-

As of March 30, 2024, the maturities of lease liabilities were as follows:

	Operating Leases			Finance Leases
Six months ending September 28, 2024	$	13,595		$	116
2025		23,889			189
2026		20,722			154
2027		19,824			153
2028		16,682			104
Thereafter		134,027			20
Total minimum payments		228,739			736
Less amount representing interest		(67,834	)		(60	)
Present value of lease obligations	$	160,905		$	676

As of March 30, 2024 the weighted-average remaining term of our operating and finance leases was 15.8 years and 3.8 years, respectively.

As of September 30, 2023 the weighted-average remaining term of our operating and finance leases was 10.3 years and 4.2 years, respectively.

Note 15

Related Parties

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. The Company paid $14.8 million and $29.4 million to NFI in the three and six months ended March 30, 2024 and paid $13.3 million and $27.6 million through the three and six months ended March 25, 2023. Of the amounts paid to NFI, the amount related to transportation management services performed by NFI was $0.2 million and $0.5 million in the three and six months ended March 30, 2024, respectively, and $0.2 million and $0.3 million in the three and six months ended March 25, 2023, respectively. Of the amounts paid to NFI, the amount related to labor management services performed by NFI was $2.2 million and $3.5 million in the three and six months ended March 30, 2024. No labor management services were performed by NFI in the three and six months ended March 25, 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. As of March 30, 2024 and September 30, 2023, related party trade payables of approximately $4.7 million and $3.4 million, respectively, were recorded as accounts payable.

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 will be operated by NFI for the Company, pursuant to a Service Labor Management Agreement. Under the Service Labor Management Agreement, NFI will provide logistics and warehouse management services. NFI will continue 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 March 30, 2024, $27.9 million was recorded as an operating right-of-use asset, $0.6 million was recorded as a current operating lease liability, and $28.2 million was recorded as a non-current operating lease liability. As of September 30, 2023, $28.4 million was recorded as an operating right-of-use asset, $0.5 million was recorded as a current operating lease liability, and $28.5 million was recorded as a non-current operating lease liability. Lease payments totaling $0.4 and $0.9 million were made to NFI during the three and six-month periods ended March 30, 2024.

In October 2023 and February 2024, the Company began leasing regional distribution centers in Woolwich Township, New Jersey, and Glendale, Arizona, respectively. The distribution centers are operated by NFI for the Company, pursuant to the Service Labor Management Agreement noted in the paragraph above.

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.

Note 16

Subsequent Events

Events occurring after March 30, 2024, and through the date that these consolidated financial statements were issued, were evaluated to ensure that any subsequent events that met the criteria for recognition have been included, and are as follows:

On April 8, 2024, the Company acquired the Thinsters cookie business from Hain Celestial Group for approximately $7.7 million in cash, subject to certain adjustments. Given the timing of the completion of the acquisition, we are currently in the process of valuing the assets acquired in the acquisition. As a result, we are unable to provide the amounts recognized as of the acquisition date for the major classes of assets acquired and liabilities assumed, and other disclosures.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Statements made in this Form 10-Q that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements discuss goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to us, based on our current beliefs as well as assumptions made by us and information currently available to us. Forward-looking statements generally will be accompanied by words such as "anticipate," "if," "may," "believe," "plan,", "goals," "estimate," "expect," "project," "continue," "forecast," "intend," "may," "could," "should," "will," and other similar expressions. Statements addressing our future operating performance and statements addressing events and developments that we expect or anticipate will occur are also considered as forward-looking statements. This includes, without limitation, our statements and expectations regarding any current or future recovery in our industry, the success of new product innovations, and the future impact of our investments in additional production capacity and logistics and warehousing operations. Such forward-looking statements are inherently uncertain, and readers must recognize that actual results may differ materially from the expectations of management. We intend that such forward-looking statements be subject to the safe harbor provisions of the Securities Act and the Exchange Act.

We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties, and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation to revise, update, add or to otherwise correct, any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Objective

This Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide a reader of our financial statements with a narrative form from the perspective of our management regarding our financial condition and results of operations, liquidity and certain other factors that may affect our future results. The following discussion should be read in conjunction with the consolidated financial statements and accompanying notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q and within the Company’s Annual Report on Form 10-K filed for the fiscal year ended September 30, 2023.

Business Overview

The Company manufactures and sells snack foods and distributes frozen beverages which it markets nationally to the foodservice and retail supermarket industries. The Company’s principal snack food products are soft pretzels, frozen novelties, churros and bakery products. We believe we are the largest manufacturer of soft pretzels in the United States. Other snack food products include donuts, cookies, funnel cake and handheld products. The Company’s principal frozen beverage products are the ICEE brand frozen carbonated beverage and the SLUSH PUPPIE brand frozen non-carbonated beverage. The Company’s Food Service and Frozen Beverage sales are made principally to foodservice customers including snack bar and food stand locations in leading chain, department, discount, warehouse club and convenience stores; malls and shopping centers; fast food and casual dining restaurants; stadiums and sports arenas; leisure and theme parks; movie theaters; independent retailers; and schools, colleges and other institutions. The Company’s Retail Supermarket customers are primarily supermarket chains.

RESULTS OF OPERATIONS – Three and six months ended March 30, 2024

The following discussion provides a review of results for the three and six months ended March 30, 2024 as compared with the three and six months ended March 25, 2023.

Summary of Results	Three months ended									Six months ended
	March 30,			March 25,						March 30,			March 25,
	2024			2023			% Change			2024			2023			% Change
	(in thousands)									(in thousands)

Net sales	$	359,734		$	337,854			6.5	%	$	708,042		$	689,197			2.7	%

Cost of goods sold		251,491			247,470			1.6	%		505,214			507,958			(0.5	)%
Gross profit		108,243			90,384			19.8	%		202,828			181,239			11.9	%

Operating expenses
Marketing		27,650			24,017			15.1	%		55,122			47,716			15.5	%
Distribution		44,249			38,188			15.9	%		84,552			80,237			5.4	%
Administrative		18,521			17,919			3.4	%		36,720			34,310			7.0	%
Other general expense (income)		(81	)		67			(220.9	)%		(1,153	)		(545	)		111.6	%
Total operating expenses		90,339			80,191			12.7	%		175,241			161,718			8.4	%

Operating income		17,904			10,193			75.6	%		27,587			19,521			41.3	%

Other income (expense)
Investment income		684			401			70.6	%		1,482			1,086			36.5	%
Interest expense		(429	)		(1,334	)		(67.8	)%		(989	)		(2,383	)		(58.5	)%

Earnings before income taxes		18,159			9,260			96.1	%		28,080			18,224			54.1	%

Income tax expense		4,830			2,389			102.2	%		7,469			4,720			58.2	%

NET EARNINGS	$	13,329		$	6,871			94.0	%	$	20,611		$	13,504			52.6	%

Comparisons as a Percentage of Net Sales	Three months ended									Six months ended
	March 30,			March 25,			Basis Pt			March 30,			March 25,			Basis Pt
	2024			2023			Chg			2024			2023			Chg
Gross profit		30.1	%		26.8	%		330			28.6	%		26.3	%		230
Marketing		7.7	%		7.1	%		60			7.8	%		6.9	%		90
Distribution		12.3	%		11.3	%		100			11.9	%		11.6	%		30
Administrative		5.1	%		5.3	%		(20	)		5.2	%		5.0	%		20
Operating income		5.0	%		3.0	%		200			3.9	%		2.8	%		110
Earnings before income taxes		5.0	%		2.7	%		230			4.0	%		2.6	%		140
Net earnings		3.7	%		2.0	%		170			2.9	%		2.0	%		90

Net Sales

Net sales increased by $21.9 million, or 6.5%, to $359.7 million for the three months ended March 30, 2024. Net sales increased by $18.8 million, or 2.7%, to $708.0 million for the six months ended March 30, 2024. Organic sales growth, across both the three months and six months ended March 30, 2024, was driven by growth across all three of the Company’s business segments.

Gross Profit

Gross Profit increased by $17.9 million, or 19.8%, to $108.2 million for the three months ended March 30, 2024. As a percentage of sales, gross profit increased from 26.8% to 30.1%. This increase reflected the impact of improved product and pricing mix along with ongoing productivity improvements and a stabilization of inflationary pressures across the majority of our input costs. Deflationary costs were seen in certain raw materials during the quarter, led by flour, oils, dairy and eggs, with this benefit being somewhat offset by double digit inflationary increases seen in chocolates, and to a lessor extent, inflationary increases seen in sugars/sweeteners, mixes, and meats.

Gross Profit increased by $21.6 million, or 11.9%, to $202.8 million for the six months ended March 30, 2024. As a percentage of sales, gross profit increased from 26.3% to 28.6%. This increase reflected the impact of improved product and pricing mix along with ongoing productivity improvements and a stabilization of inflationary pressures across the majority of our input costs. Deflationary costs were seen in certain raw materials, led by flour, oils, dairy and eggs, with this benefit being somewhat offset by double digit inflationary increases seen in chocolates, and to a lessor extent, inflationary increases seen in sugars/sweeteners, mixes, and meats.

Operating Expenses

Operating Expenses increased $10.1 million, or 12.7%, to $90.3 million for the three months ended March 30, 2024. As a percentage of sales, operating expenses increased from 23.7% to 25.1%. As a percentage of sales, distribution expenses increased from 11.3% to 12.3%, with the increase largely driven by $2.3 million of one-time transition expenses related to the opening of our regional distribution centers. As a percentage of sales, marketing expenses increased from 7.1% to 7.7%, with the increase largely driven by incremental licensing fees on new churro business and additional strategic promotional and marketing spend to support our core brands and new product launches. As a percentage of sales, general and administrative expenses remained relatively flat, slightly decreasing from 5.3% to 5.1%.

Operating Expenses increased $13.5 million, or 8.4%, to $175.2 million for the six months ended March 30, 2024. As a percentage of sales, operating expenses increased from 23.5% to 24.8%. As a percentage of sales, distribution expenses increased from 11.6% to 11.9%, with the increase largely driven by $4.5 million of one-time transition expenses related to the opening of our regional distribution centers. As a percentage of sales, marketing expenses increased from 6.9% to 7.8% with the increase largely driven by incremental licensing fees on new churro business and additional strategic promotional and marketing spend to support our core brands and new product launches. As a percentage of sales, general and administrative expenses remained relatively flat, slightly increasing from 5.0% to 5.2%.

Other Income and Expense

Investment income increased by $0.3 million to $0.7 million and by $0.4 million to $1.5 million for the three months and six months, ended March 30, 2024, respectively. The increases were primary due to the improving interest rate environment in fiscal 2024.

Interest expense decreased by $0.9 million to $0.4 million and by $1.4 million to $1.0 million for the three months and six months, ended March 30, 2024, respectively, due to the decrease in the Company’s average outstanding borrowings on the Amended Credit Agreement for the three and six month periods ended March 30, 2024, as compared to the prior year periods.

Income Tax Expense

Income tax expense increased by $2.4 million, or 102.2%, to $4.8 million for the three months ended March 30, 2024. The effective tax rate was 26.6% as compared with 25.8% in the prior year period.

Income tax expense increased by $2.7 million, or 58.2%, to $7.5 million for the six months ended March 30, 2024. The effective tax rate was 26.6% as compared with 25.9% in the prior year period.

Net Earnings

Net earnings increased by $6.5 million, or 94.0%, for the three months ended March 30, 2024, due to the aforementioned items.

Net earnings increased by $7.1 million, or 52.6%, for the six months ended March 30, 2024, due to the aforementioned items.

There are many factors which can impact our net earnings from year to year and in the long run, among which are the supply and cost of raw materials and labor, insurance costs, factors impacting sales as noted above, the continuing consolidation of our customers, our ability to manage our manufacturing, marketing and distribution activities, our ability to make and integrate acquisitions and changes in tax laws and interest rates.

Business Segment Discussion

We operate in three segments: Food Service, Retail Supermarket, and Frozen Beverages. The following table is a summary of sales and operating income, which is how we measure segment profit.

	Three months ended							Six months ended
	March 30,		March 25,					March 30,		March 25,
	2024		2023		% Change			2024		2023		% Change
	(in thousands)							(in thousands)
Net sales
Food Service	$	229,990	$	218,281		5.4	%	$	458,599	$	456,578		0.4	%
Retail Supermarket		52,890		46,360		14.1	%		96,649		89,433		8.1	%
Frozen Beverages		76,854		73,213		5.0	%		152,794		143,186		6.7	%
Total sales	$	359,734	$	337,854		6.5	%	$	708,042	$	689,197		2.7	%

	Three months ended							Six months ended
	March 30,		March 25,					March 30,		March 25,
	2024		2023		% Change			2024		2023		% Change
	(in thousands)							(in thousands)

Operating Income
Food Service	$	7,931	$	5,133		54.5	%	$	13,947	$	11,520		21.1	%
Retail Supermarket		5,110		487		949.3	%		5,562		1,598		248.1	%
Frozen Beverages		4,863		4,573		6.3	%		8,078		6,403		26.2	%
Total operating income	$	17,904	$	10,193		75.6	%	$	27,587	$	19,521		41.3	%

Food Service Segment Results

	Three months ended							Six months ended
	March 30,		March 25,					March 30,		March 25,
	2024		2023		% Change			2024		2023		% Change
	(in thousands)							(in thousands)

Food Service sales to external customers
Soft pretzels	$	54,328	$	55,492		(2.1	)%	$	104,456	$	107,715		(3.0	)%
Frozen novelties		27,713		26,607		4.2	%		48,763		48,372		0.8	%
Churros		30,825		24,920		23.7	%		58,886		50,677		16.2	%
Handhelds		19,504		20,309		(4.0	)%		41,551		43,881		(5.3	)%
Bakery		91,907		85,300		7.7	%		193,889		194,248		(0.2	)%
Other		5,713		5,653		1.1	%		11,054		11,685		(5.4	)%
Total Food Service sales	$	229,990	$	218,281		5.4	%	$	458,599	$	456,578		0.4	%

Food Service operating income	$	7,931	$	5,133		54.5	%	$	13,947	$	11,520		21.1	%

Sales to food service customers increased $11.7 million, or 5.4%, to $230.0 million for the three months ended March 30, 2024. Soft pretzels sales to food service customers decreased 2.1% to $54.3 million, with the decrease largely due to soft consumer trends. Frozen novelties sales increased 4.2% to $27.7 million, led by an approximate 5% increase in Dippin’ Dots sales. Churro sales increased 23.7% to $30.8 million with the increase largely driven by new business growth with a major QSR customer. Sales of bakery products increased by 7.7% to $91.9 million with the growth largely attributable to strong unit volume growth in cookies. Sales of handhelds decreased by 4.0% to $19.5 million driven by softer consumer trends, although, volume sales of our core food service handhelds remained strong in the quarter.

Sales of new products in the first twelve months since their introduction were approximately $12.1 million for the three months ended March 30, 2024, driven primarily by the addition of churros to the menu of a major QSR customer. Sales in the quarter benefited minimally from the impact of the prior fiscal year’s price increases, along with modest increases in volume.

Operating income in our Food Service segment increased $2.8 million in the quarter to $7.9 million, driven by sales growth as well as improved product mix and gross margin performance.

Sales to food service customers increased $2.0 million, or 0.4%, to $458.6 million for the six months ended March 30, 2024. Soft pretzels sales to food service customers decreased 3.0% to $104.5 million with the decrease largely due to soft consumer trends. Frozen novelties sales increased 0.8% to $48.8 million with the increase driven by an increase in Dippin’ Dots sales mostly offset by some volume decreases seen within the category. Churro sales increased 16.2% to $58.9 million with the increase largely driven by new business growth with a major QSR customer. Sales of bakery products remained relatively flat, decreasing by 0.2% to $193.9 million, with a softer first fiscal quarter mostly offset by category growth seen in the second fiscal quarter that was primarily attributable to unit volume growth in cookies. Sales of handhelds decreased by 5.3% to $41.6 million with some of the decrease attributable to pricing declines related to the contractual pricing true-up of certain raw material ingredients seen in the first fiscal quarter.

Sales of new products in the first twelve months since their introduction were approximately $15.7 million for the six months ended March 30, 2024, driven primarily by the addition of churros to the menu of a major QSR customer. Sales in the six-month period benefited minimally from the impact of the prior fiscal year’s price increases, along with modest increases in volume.

Operating income in our Food Service segment increased $2.4 million in the six months ended March 30, 2024, to $13.9 million, driven by sales growth as well as improved product mix and gross margin performance.

Retail Supermarket Segment Results

	Three months ended									Six months ended
	March 30,			March 25,						March 30,			March 25,
	2024			2023			% Change			2024			2023			% Change
	(in thousands)									(in thousands)

Retail Supermarket sales to external customers
Soft pretzels	$	16,453		$	16,013			2.7	%	$	34,900		$	30,498			14.4	%
Frozen novelties		23,676			20,770			14.0	%		36,537			38,739			(5.7	)%
Biscuits		6,207			5,858			6.0	%		13,239			13,771			(3.9	)%
Handhelds		7,194			4,099			75.5	%		12,704			6,991			81.7	%
Coupon redemption		(769	)		(375	)		105.1	%		(1,101	)		(551	)		99.8	%
Other		129			(5	)		(2680.0	)%		370			(15	)		(2566.7	)%
Total Retail Supermarket sales	$	52,890		$	46,360			14.1	%	$	96,649		$	89,433			8.1	%

Retail Supermarket operating income	$	5,110		$	487			949.3	%	$	5,562		$	1,598			248.1	%

Sales of products to retail customers increased $6.5 million, or 14.1%, to $52.9 million for the three months ended March 30, 2024. Soft pretzel sales increased 2.7% to $16.5 million with the increase largely attributable to our continued expansion of our core brands into retail. Frozen novelties sales increased 14.0% to $23.7 million, with the increase largely attributable to growth within our Dogsters and ICEE novelties. Biscuit sales increased 6.0% to $6.2 million, and Handheld sales increased 75.5% to $7.2 million with the increase in handheld sales largely driven by expanded placement of product with a major retailer. Sales of new products in retail supermarkets were minimal in the quarter. Sales in the quarter benefited from the impact of the prior fiscal year’s price increases, along with modest increases in volume.

Operating income in our Retail Supermarkets segment increased $4.6 million in the quarter to $5.1 million, primarily driven by sales growth as well as improved product mix and gross margin performance.

Sales of products to retail customers increased $7.2 million, or 8.1%, to $96.6 million for the six months ended March 30, 2024. Soft pretzel sales increased 14.4% to $34.9 million with the increase largely attributable to the incremental distribution of our core soft pretzel brands. Frozen novelties sales decreased 5.7% to $36.5 million, with the decrease largely due to the decreases in the majority of our retail frozen novelty brands seen during our first fiscal quarter. Biscuit sales decreased 3.9% to $13.2 million, and handheld sales increased 81.7% to $12.7 million with the increase in handheld sales largely driven by expanded placement of product with a major retailer. Sales of new products in retail supermarkets were minimal in the six months ended March 30, 2024. Sales in the six-month period benefited minimally from the impact of the prior fiscal year’s price increases, along with modest increases in volume.

Operating income in our Retail Supermarkets segment increased $4.0 million in the six months ended March 30, 2024 to $5.6 million, primarily driven by sales growth as well as improved product mix and gross margin performance.

Frozen Beverages Segment Results

	Three months ended							Six months ended
	March 30,		March 25,					March 30,		March 25,
	2024		2023		% Change			2024		2023		% Change
	(in thousands)							(in thousands)

Frozen Beverages sales to external customers
Beverages	$	44,666	$	41,799		6.9	%	$	86,616	$	80,458		7.7	%
Repair and maintenance service		23,231		22,585		2.9	%		47,790		46,412		3.0	%
Machines revenue		8,221		8,252		(0.4	)%		17,110		15,263		12.1	%
Other		736		577		27.6	%		1,278		1,053		21.4	%
Total Frozen Beverages sales	$	76,854	$	73,213		5.0	%	$	152,794	$	143,186		6.7	%

Frozen Beverages operating income	$	4,863	$	4,573		6.3	%	$	8,078	$	6,403		26.2	%

Frozen beverage and related product sales increased $3.6 million, or 5.0%, in the three months ended March 30, 2024. Beverage-related sales increased 6.9% to $44.7 million, with the increase driven by consistent consumer trends across most customer channels. Gallon sales were up approximately 1% for the three months ended March 30, 2024. Service revenue increased 2.9% to $23.2 million and machine revenue (primarily sales of frozen beverage machines) remained relatively flat, decreasing by 0.4% to $8.2 million.

Operating income in our Frozen Beverage segment increased $0.3 million in the quarter to $4.9 million, as strong sales drove leverage across the business.

Frozen beverage and related product sales increased $9.6 million, or 6.7% in the six months ended March 30, 2024. Beverage-related sales increased 7.7% to $86.6 million. Gallon sales remained flat for the six months ended March 30, 2024. Service revenue increased 3.0% to $47.8 million. Machine revenue (primarily sales of frozen beverage machines) increased 12.1% to $17.1 million, primarily driven by the strong growth from new clients and convenience customers seen in the first fiscal quarter.

Operating income in our Frozen Beverage segment increased $1.7 million in the six months ended March 30, 2024 to $8.1 million, as strong sales drove leverage across the business.

Liquidity and Capital Resources

Although there are many factors that could impact our operating cash flow, most notably net earnings, we believe that our future operating cash flow, along with our borrowing capacity, our current cash and cash equivalent balances and our investment securities is sufficient to satisfy our cash requirements over the next twelve months and beyond, as well as to fund future growth and expansion.

	Six months ended
	March 30,			March 25,
	2024			2023
	(in thousands)
Cash flows from operating activities
Net earnings	$	20,611		$	13,504
Non-cash items in net income:
Depreciation of fixed assets		30,960			27,236
Amortization of intangibles and deferred costs		3,232			3,385
(Gain) loss from disposals of property & equipment		(17	)		(354	)
Share-based compensation		3,208			2,552
Deferred income taxes		377			(787	)
(Gain) loss on marketable securities		-			(22	)
Other		160			(255	)
Changes in assets and liabilities, net of effects from purchase of companies		3,167			(9,588	)
Net cash provided by operating activities	$	61,698		$	35,671

●

The increase in depreciation of fixed assets was largely due to prior year purchases of property plant and equipment.

●

The net cash inflow of $3.2 million in cash flows associated with changes in assets and liabilities, net of effects from purchase of companies, in the six months ended March 30, 2024, was primarily driven by a decrease in accounts receivable of $20.1 million, offset by a $17.0 million increase in inventories. In the prior year, the net cash outflow of $9.6 million was primarily driven by a decrease in accounts payable and accrued liabilities of $25.7 million, offset somewhat by a $10.5 million decrease in accounts receivable and a $4.8 million decrease in prepaid expenses.

	Six months ended
	March 30,			March 25,
	2024			2023
	(in thousands)
Cash flows from investing activities
Purchases of property, plant and equipment	$	(36,626	)	$	(49,124	)
Proceeds from redemption and sales of marketable securities		-			5,300
Proceeds from disposal of property and equipment		152			797
Net cash used in investing activities	$	(36,474	)	$	(43,027	)

●

Purchases of property, plant and equipment include spending for production growth, in addition to acquiring new equipment, infrastructure replacements, and upgrades to maintain competitive standing and position us for future opportunities. The decrease over prior year period was primarily due to the higher rate of strategic spending in the prior year period for new lines at various plants aimed at increasing capacity.

●

The decrease in proceeds from redemption and sales of marketable securities from prior year period was due to a strategic decision in prior years to no longer re-invest redeemed proceeds into marketable securities given the low interest rate environment that existed in those years.

	Six months ended
	March 30,			March 25,
	2024			2023
	(in thousands)
Cash flows from financing activities
Proceeds from issuance of stock	$	6,516		$	4,059
Borrowings under credit facility		35,000			92,000
Repayment of borrowings under credit facility		(45,000	)		(55,000	)
Payments on finance lease obligations		(110	)		(71	)
Payment of cash dividends		(28,444	)		(26,914	)
Net cash provided by (used in) financing activities	$	(32,038	)	$	14,074

●

Borrowings under credit facility and repayment of borrowings under credit facility relate to the Company’s cash draws and repayments made in the six months ended March 30, 2024 to primarily fund working capital needs. The decrease in borrowings from prior year was due to the Company’s increase in cash provided by operations, which lowered its borrowing needs in the six months ended March 30, 2024.

●

The increase in payment of cash dividends from prior year period was due to the raising of our quarterly dividend during fiscal 2023.

Liquidity

As of March 30, 2024, we had $43.6 million of Cash and Cash Equivalents.

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 March 30, 2024, $17.0 million was outstanding under the Amended Credit Agreement. As of March 30, 2024, the amount available under the Amended Credit Agreement was $198.2 million, after giving effect to the $9.8 million of letters of credit outstanding.

Critical Accounting Policies, Judgments and Estimates

There have been no material changes to our critical accounting policies, judgments and estimates from the information provided in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies, Judgments and Estimates, in our Annual Report on Form 10-K for the year ended September 30, 2023, as filed with the SEC on November 28, 2023.

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 our Annual Report on Form 10-K for the year ended September 30, 2023, as filed with the SEC on November 28, 2023.

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 March 30, 2024, 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.

There has been no change in the Company’s internal control over financial reporting during the quarter ended March 30, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The Company is subject, from time to time, to certain legal proceedings and claims that arise from our business. As of the date of this Quarterly Report on Form 10-Q, the Company does not expect that any such proceedings will have a material adverse effect on the Company’s financial position or results of operations.

Item 1A. Risk Factors

For information on risk factors, please refer to “Risk Factors” in Part I, Item 1A of the Company’s Form 10-K for the fiscal year ended September 30, 2023. The risks identified in that report have not changed in any material respect.

Item 2. Unregistered Sales of Equity Securities and the Use of Proceeds

None.

Item 5. Other Information

During the three months ended March 30, 2024, none of our directors or executive officers adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

Item 6. Exhibits

Exhibit No.

	31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32.1	Certification Pursuant to the 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	32.2	Certification Pursuant to the 18 U.S.C. 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 March 30, 2024, formatted in XBRL (extensible Business Reporting Language):

	(i)	Consolidated Balance Sheets,
	(ii)	Consolidated Statements of Earnings,
	(iii)	Consolidated Statements of Comprehensive Income,
	(iv)	Consolidated Statements of Cash Flows and
	(iv)	the Notes to the Consolidated Financial Statements

104

Cover Page Interactive Data File (formatted as Inline XBRL and containing in Exhibit 101)

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: May 8, 2024	/s/ Dan Fachner
	Dan Fachner Chairman, President and Chief Executive Officer (Principal Executive Officer)

Dated: May 8, 2024	/s/ Ken A. Plunk
	Ken A. Plunk, Senior Vice President and Chief Financial Officer (Principal Financial Officer) (Principal Accounting Officer)