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 (the "Exchange Act"). These
statements often can be identified by the use of terms such as "may," "will,"
"expect," "believe," "anticipate," "estimate," "approximate," "intend," or
"continue," or, the negative thereof. We intend that such forward-looking
statements be subject to the safe of the Act and the Exchange Act. We wish to
caution readers not to place undue reliance on any such forward-looking
statements, which speak only 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,
assumptions, 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 subsequently to revise 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
24, 2022.



Business Overview



The Company manufactures 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 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 Beverages 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.



                                       23
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RESULTS OF OPERATIONS - Three and six months ended March 25, 2023





The following discussion provides a review of results for the three and six
months ended March 25, 2023 as compared with the three and six months ended
March 26, 2022.



Summary of Results                  Three months ended                          Six months ended
                          March 25,      March 26,                   March 25,      March 26,
                             2023           2022        % Change        2023           2022        % Change
                               (in thousands)                             (in thousands)

Net Sales                 $  337,854     $  281,513      20.0 %      $  689,197     $  600,003      14.9 %

Cost of goods sold           247,470        216,165      14.5 %         507,958        455,280      11.6 %
Gross Profit                  90,384         65,348      38.3 %         181,239        144,723      25.2 %

Operating expenses
Marketing                     24,017         21,036      14.2 %          47,716         41,943      13.8 %
Distribution                  38,188         28,349      34.7 %          80,237         61,664      30.1 %
Administrative                17,919         11,719      52.9 %          34,310         22,088      55.3 %
Other general expense
(income)                          67            156     (57.1) %           (545 )           95     (673.7) %
Total Operating
Expenses                      80,191         61,260      30.9 %         161,718        125,790      28.6 %

Operating Income              10,193          4,088     149.3 %          19,521         18,933       3.1 %

Other income (expense)
Investment income                401            160     150.6 %           1,086            431      152.0 %
Interest expense              (1,334 )          (57 )   2240.4 %         

(2,383 ) (75 ) 3077.3 %



Earnings before income
taxes                          9,260          4,191     120.9 %          

18,224 19,289 (5.5) %



Income tax expense             2,389            920     159.7 %           4,720          4,927      (4.2) %

NET EARNINGS              $    6,871     $    3,271     110.1 %      $   13,504     $   14,362      (6.0) %






Comparisons as a
Percentage of Net
Sales                              Three months ended                          Six months ended
                         March 25,     March 26,      Basis Pt      March 25,     March 26,      Basis Pt
                           2023          2022           Chg           2023          2022           Chg
Gross profit              26.8 %        23.2 %              360      26.3 %        24.1 %              220
Marketing                  7.1 %         7.5 %              (40 )     6.9 %         7.0 %              (10 )
Distribution              11.3 %        10.1 %              120      11.6 %        10.3 %              130
Administrative             5.3 %         4.2 %              110       5.0 %         3.7 %              130
Operating income           3.0 %         1.5 %              150       2.8 %         3.2 %              (40 )
Earnings before income
taxes                      2.7 %         1.5 %              120       2.6 %         3.2 %              (60 )
Net earnings               2.0 %         1.2 %               80       2.0 %         2.4 %              (40 )




Net Sales



Net sales increased by $56.3 million, or 20.0%, to $337.9 million for the three
months ended March 25, 2023. Net sales in the period included $16.0 million of
net sales from Dippin' Dots. Net sales increased by $89.2 million, or 14.9%, to
$689.2 million for the six months ended March 25, 2023. Net sales in the period
included $29.3 million of net sales from Dippin' Dots. Organic sales growth,
across both the three months and six months ended March 25, 2023, was driven by
growth across all three of the Company's business segments, led by our core
products including soft pretzels, churros, frozen novelties and frozen
beverages.



Gross Profit



Gross Profit increased by $25.0 million, or 38.3%, to $90.4 million for the
three months ended March 25, 2023. As a percentage of sales, gross profit
increased from 23.2% to 26.8%. While inflationary trends have gradually improved
during the fiscal year, key ingredients including flour, oils, eggs, meats,
sugar and dairy continued to experience inflationary pressures compared with the
same quarter last year, with average raw material costs up approximately 9%.
Three pricing actions implemented in fiscal 2022, along with the initial
benefits of our operating initiatives, and improved cost management and
productivity, helped to offset the impact of the inflationary pressures noted
above.



                                       24

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Gross Profit increased by $36.5 million, or 25.2%, to $181.2 million for the six
months ended March 25, 2023. As a percentage of sales, gross profit increased
from 24.1% to 26.3%. Key ingredients including flour, oils, eggs, meats, sugar
and dairy continued to experience inflationary pressures compared with the same
six-month period last year, with average raw material costs up approximately
15%. Three pricing actions implemented in fiscal 2022, along with the initial
benefits of our operating initiatives, and improved cost management and
productivity, helped to offset the impact of the inflationary pressures noted
above.



Operating Expenses



Operating Expenses increased $18.9 million, or 30.9%, to $80.2 million for the
three months ended March 25, 2023. As a percentage of sales, operating expenses
increased from 21.8% to 23.7%, primarily reflecting the ongoing inflationary
pressures across distribution and administrative costs, as well as the impact of
Dippin' Dots. As a percentage of sales, distribution expenses increased from
10.1% to 11.3%, reflecting inflationary pressures noted in fuel and outbound
freight. As a percentage of sales, marketing expenses decreased from 7.5% to
7.1%. As a percentage of sales, general and administrative expenses increased
from 4.2% to 5.3%, with the increase largely attributable to the impact of
Dippin' Dots.



Operating Expenses increased $35.9 million, or 28.6%, to $161.7 million for the
six months ended March 25, 2023. As a percentage of sales, operating expenses
increased from 21.0% to 23.5%, primarily reflecting the ongoing inflationary
pressures across distribution and administrative costs, as well as the impact of
Dippin' Dots. As a percentage of sales, distribution expenses increased from
10.3% to 11.6%, reflecting inflationary pressures noted in fuel and outbound
freight. As a percentage of sales, marketing expenses remained relatively flat,
decreasing slightly from 7.0% to 6.9%. As a percentage of sales, general and
administrative expenses increased from 3.7% to 5.0%, with the increase largely
attributable to the impact of Dippin' Dots.



Other Income and Expense


Investment income increased by $0.2 million to $0.4 million and by $0.7 million to $1.1 million for the three months, and six months, ended March 25, 2023, respectively. The increases were primary due to the improving interest rate environment in fiscal 2023.





Interest expense increase by $1.3 million to $1.3 million and by $2.3 million to
$2.4 million for the three months, and six months, ended March 25, 2023,
respectively, due to the Company's outstanding borrowings on the Amended Credit
Agreement.



Income Tax Expense



Income tax expense increased by $1.5 million, or 159.7%, to $2.4 million for the
three months ended March 25, 2023. The effective tax rate was 25.8% as compared
with 21.9% in the prior year period, with the increase due to the impact of tax
benefits on stock-based compensation expense in the prior year period.



Income tax expense decreased by $0.2 million, or 4.2% to $4.7 million for the
six months ended March 25, 2023. The effective tax rate was 25.9% as compared
with 25.5% in the prior year period.



Net Earnings


Net earnings increased by $3.6 million, or 110.1%, for the three months ended March 25, 2023, due to the aforementioned items.

Net earnings decreased by $0.9 million, or 6.0%, for the six months ended March 25, 2023, 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.



                                       25
--------------------------------------------------------------------------------





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 25,      March 26,                   March 25,      March 26,
                            2023           2022        % Change        2023           2022        % Change
                              (in thousands)                             (in thousands)
Net Sales
Food Service             $  218,281     $  176,340      23.8 %      $  456,578     $  388,072      17.7 %
Retail Supermarket           46,360         40,757      13.7 %          89,433         83,452      7.2 %
Frozen Beverages             73,213         64,416      13.7 %         143,186        128,479      11.4 %
Total Sales              $  337,854     $  281,513      20.0 %      $  689,197     $  600,003      14.9 %






                                     Three months ended                            Six months ended
                           March 25,       March 26,                    March 25,       March 26,
                             2023            2022         % Change        2023            2022         % Change
                                (in thousands)                               (in thousands)

Operating Income
Food Service              $     5,133     $       536     857.6 %      $    11,520     $     9,537      20.8 %
Retail Supermarket                487           1,091     (55.4) %           1,598           6,075     (73.7) %
Frozen Beverages                4,573           2,461      85.8 %            6,403           3,321      92.8 %
Total Operating Income    $    10,193     $     4,088     149.3 %      $    19,521     $    18,933      3.1 %






Food Service Segment Results



                                   Three months ended                          Six months ended
                         March 25,      March 26,                   March 25,      March 26,
                            2023           2022        % Change        2023           2022        % Change
                              (in thousands)                             (in thousands)

Food Service Sales to
External Customers
Soft pretzels            $   55,492     $   43,261      28.3 %      $  107,715     $   93,682      15.0 %
Frozen novelties             26,607          7,305     264.2 %         

48,372         15,762     206.9 %
Churros                      24,920         17,447      42.8 %          50,677         36,936      37.2 %
Handhelds                    20,309         20,506     (1.0) %          43,881         39,001      12.5 %
Bakery                       85,300         83,967      1.6 %          194,248        191,798      1.3 %
Other                         5,653          3,854      46.7 %         

11,685 10,893 7.3 % Total Food Service $ 218,281 $ 176,340 23.8 % $ 456,578 $ 388,072 17.7 %



Food Service Operating
Income                   $    5,133     $      536     857.6 %      $   11,520     $    9,537      20.8 %




                                       26

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Sales to food service customers increased $41.9 million, or 24%, to $218.3
million for the three months ended March 25, 2023, which included approximately
$16.0 million in sales from Dippin' Dots. Soft pretzels sales to food service
increased 28% to $55.5 million. Frozen novelties sales increased 264% to $26.6
million, largely driven by Dippin' Dots sales. Churro sales increased 43% to
$24.9 million led by customer expansion and growing menu penetration. Sales of
bakery products increased by 2% to $85.3 million. Sales of handhelds decreased
by 1% to $20.3 million.



Sales of new products in the first twelve months since their introduction 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 Food Service segment increased $4.6 million in the quarter to $5.1 million, driven by stronger sales and improved gross margin performance.





Sales to food service customers increased $68.5 million, or 18%, to $456.6
million for the six months ended March 25, 2023, which included approximately
$29.3 million in sales from Dippin' Dots. Soft pretzels sales to food service
increased 15% to $107.7 million. Frozen novelties sales increased 207% to $48.4
million, largely driven by Dippin' Dots sales. Churro sales increased 37% to
$50.7 million led by customer expansion and growing menu penetration. Sales of
bakery products increase by 1% to $194.2 million. Sales of handhelds increased
by 13% to $43.9 million.



Sales of new products in the first twelve months since their introduction were
minimal in the six months ended March 25, 2023. Price increases benefited sales
in the six-month period, and more than offset some volume declines seen in
certain product categories.



Operating income in our Food Service segment increased $2.0 million in the six months ended March 25, 2023, to $11.5 million, driven by stronger sales and improved gross margin performance.

Retail Supermarket Segment Results





                                     Three months ended                             Six months ended
                           March 25,       March 26,                     March 25,       March 26,
                             2023            2022         % Change         2023            2022         % Change
                                (in thousands)                                (in thousands)

Retail Supermarket
Sales to External
Customers
Soft pretzels             $    16,013     $    15,752       1.7 %       $    30,498     $    31,946      (4.5) %
Frozen novelties               20,770          18,919       9.8 %            38,739          36,721       5.5 %
Biscuits                        5,858           5,687       3.0 %            13,771          13,958      (1.3) %
Handhelds                       4,099           1,069      283.4 %            6,991           2,345      198.1 %
Coupon redemption                (375 )          (726 )   (48.3) %             (551 )        (1,622 )   (66.0) %
Other                              (5 )            56     (108.9) %             (15 )           104     (114.4) %
Total Retail
Supermarket               $    46,360     $    40,757      13.7 %       $    89,433     $    83,452       7.2 %

Retail Supermarket
Operating Income          $       487     $     1,091     (55.4) %      $     1,598     $     6,075     (73.7) %




Sales of products to retail customers increased $5.6 million, or 14%, to $46.4
million for the three months ended March 25, 2023. Soft pretzel sales increased
2% to $16.0 million, frozen novelties sales increase 10% to $20.8 million,
biscuit sales increased 3% to $5.9 million, and handheld sales increased 283% to
$4.1 million with the increase in handheld sales largely driven by expansion
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.



                                       27
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Operating income in our Retail Supermarkets segment decreased $0.6 million in
the quarter to $0.5 million primarily driven by gross margin challenges due to
higher promotions and allowances.



Sales of products to retail customers increased $6.0 million, or 7%, to $89.4
million for the six months ended March 25, 2023. Soft pretzel sales decreased 5%
to $30.5 million, frozen novelties sales increased 6% to $38.7 million, biscuit
sales decreased 1% to $13.8 million, and handheld sales increased 198% to $7.0
million. Sales of new products in retail supermarkets were minimal in the six
months ended March 25, 2023. Price increases benefited sales in the six-month
period and helped to offset volume declines seen in certain product categories.



Operating income in our Retail Supermarkets segment decreased $4.5 million in
the six months ended March 25, 2023 to $1.6 million primarily driven by gross
margin challenges due to higher promotions and allowances, and higher
distribution expenses.



Frozen Beverages Segment Results





                                    Three months ended                           Six months ended
                          March 25,       March 26,                   March 25,      March 26,
                            2023            2022         % Change        2023           2022        % Change
                               (in thousands)                              (in thousands)

Frozen Beverages
Beverages                $    41,799     $    35,365      18.2 %      $   80,458     $   69,128      16.4 %
Repair and maintenance
service                       22,585          21,000      7.5 %           46,412         43,011      7.9 %
Machines revenue               8,252           7,542      9.4 %           15,263         15,389     (0.8) %
Other                            577             509      13.4 %           1,053            951      10.7 %
Total Frozen Beverages   $    73,213     $    64,416      13.7 %      $  143,186     $  128,479      11.4 %

Frozen Beverages
Operating Income         $     4,573     $     2,461      85.8 %      $    6,403     $    3,321      92.8 %




Frozen beverage and related product sales increased $8.8 million, or 14%, in the
three months ended March 25, 2023. Beverage related sales increased 18% to $41.8
million. Gallon sales were up 12% for the three months led by continued
improving trends in travel, sporting events, concerts and amusement parks and
theater. Service revenue increased 8% to $22.6 million and machine revenue
(primarily sales of frozen beverage machines) increased 9% to $8.3 million due
to strong customer installation volume.



Operating income in our Frozen Beverage segment increased $2.1 million in the quarter to $4.6 million, as strong sales drove leverage across the business.





Frozen beverage and related product sales increased $14.7 million, or 11%, in
the six months ended March 25, 2023. Beverage related sales increased 16% to
$80.5 million. Gallon sales were up 7% for the six months ended March 25, 2023,
led by continued improving trends in travel, sporting events, concerts and
amusement parks and theater. Sales remained strong for the period despite
theater related volume declines in the first fiscal quarter due to the lower
performing releases and weather-related impacts during the holiday season.
Service revenue increased 8% to $46.4 million. Machine revenue (primarily sales
of frozen beverage machines) decreased 1% to $15.3 million, primarily due to the
comparative timing of customer installations in the first fiscal quarter.



Operating income in our Frozen Beverage segment increased $3.1 million in the
six months ended March 25, 2023 to $6.4 million, as strong sales drove leverage
across the business.



                                       28

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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.

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