UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 3028, ~~2023~~2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

Commission File No. 000-14616

Registrant's telephone number, including area code: (856) 665-9533

J&J SNACK FOODS CORP.

(Exact name of registrant as specified in its charter)

New Jersey	22-1935537	~~22-1935537~~
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
incorporation or organization)
350 Fellowship Road		08054
Mt. Laurel, New Jersey		(Zip Code)
(Address of principal executive offices)

350 Fellowship Road

Mt. Laurel, New Jersey

08054

(Address of principal executive offices)

(Zip Code)

Securities Registered Pursuant to Section 12(b) of the Act:

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

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

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 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 ☐~~

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒ No ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

March 2428, ~~2023~~2024 was the last business day of the registrant’s most recently completed second fiscal quarter. The aggregate market value of the registrant’s common stock held by non-affiliates was $2,~~198~~177,~~173~~643,~~802~~456 based on the last sale price on March 2428, ~~2023~~2024 of $~~145~~144.9656 per share. As of November 2422, ~~2023~~2024, 19,~~342~~478,~~344~~439 shares of the registrant’s common stock were issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement for its Annual Meeting of Shareholders scheduled for February 1312, ~~2024~~ 2025 are incorporated by reference into Part III of this report.

J & J SNACK FOODS CORP.

~~2023~~2024 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

		Page
PART I
Note About Forward-Looking Statements		1
Item 1	Business	1
Item 1A	Risk Factors	9
Item 1B	Unresolved Staff Comments	1416
Item 2	Properties	14
Item 1C	Cybersecurity	16
Item 3	Legal Proceedings	15
Item 2	Properties	19
Item 4	Mine Safety Disclosures	15
Item 3	Legal Proceedings	18
Item 4	Mine Safety Disclosures	18
PART II
Item 5	Market For Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities	1518
Item 6	[Reserved]	1619
Item 7	Management’s Discussion And Analysis Of Financial Condition And Results Of Operations	1619
Item 7A	Quantitative And Qualitative Disclosures About Market Risk	3233
Item 8	Financial Statements And Supplementary Data	3233
Item 9	Changes In And Disagreements With Accountants On Accounting And Financial Disclosure	3233
Item 9A	Controls and Procedures	33
Item 9B	Other Information	3435
Item 9C	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	3435
PART III
Item 10	Directors, Executive Officers and Corporate Governance	3435
Item 11	Executive Compensation	3436
Item 12	Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters	3436
Item 13	Certain Relationships And Related Transactions, and Director Independence	3436
Item 14	Principal Accountant Fees and Service	3436
PART IV
Item 15	Exhibits, Financial Statement Schedules	3536
Item 16	Form 10-K Summary	3638

Note About Forward-Looking Statements

This annual report on Form 10-K contains forward-looking statements. Statements that are not historic 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 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. Important factors that could cause actual results to differ materially from the forward-looking statements include, without limitation: the risks described in Item 1A and in Item 7A of this annual report on Form 10-K.

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 subsequently 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. Furthermore, all subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this report. The discussion and analysis of our financial condition and results of operations included in Item 7- Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated financial statements and related notes included in Item 8 of this Form 10-K.

Part I

Item 1. Business

General

J & J Snack Foods Corp. (the “Company” or “J & J”) 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 marketed primarily under the brand names SUPERPRETZEL, BRAUHAUS and BAVARIAN BAKERY, frozen novelties marketed primarily under the DIPPIN’ DOTS, LUIGI’S, WHOLE FRUIT, ICEE, DOGSTERS, PHILLY SWIRL and MINUTE MAID* brand names, churros marketed primarily under the ¡HOLA! and CALIFORNIA CHURROS brand names and bakery products sold primarily under the READI-BAKE, COUNTRY HOME, MARY B’S, DADDY RAY’S and HILL & VALLEY brand names as well as for private label and contract packing. JWe &believe Jwe isare the largest manufacturer of soft pretzels in the United States. Other snack food products include funnel cake sold under THE FUNNEL CAKE FACTORY brand and handheld products sold under smaller brands. 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 primarily 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 theatres; independent retailers; and schools, colleges and other institutions. The Company’s retail supermarket customers are primarily supermarket chains.1

*The ~~Minute~~Company’s ~~Maid~~Food isService aand ~~registered~~Frozen ~~trademark~~Beverages ofsales ~~the~~are ~~Coca-Cola~~made primarily 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 theatres; independent retailers; and schools, colleges, and other institutions. The Company’s retail supermarket customers are primarily supermarket chains.

1* Minute Maid is a registered trademark of the Coca-Cola Company

The Company was incorporated in 1971 under the laws of the State of New Jersey.

The Company operates in three business segments: Food Service, Retail Supermarkets and Frozen Beverages. These segments are described below.

The Chief Operating Decision Maker for Food Service, Retail Supermarkets and Frozen Beverages reviews 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 (see Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 8 – Financial Statements and Supplementary Data for financial information about segments).

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; 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, 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.

~~Products~~2

~~Soft Pretzels~~Products

~~The~~Soft ~~Company’s soft pretzels are sold under many brand names; some of which are: SUPERPRETZEL, SUPERPRETZEL BAVARIAN, NEW YORK PRETZEL AND BRAUHAUS; and, to a lesser extent, under private labels.~~Pretzels

~~Soft~~The Company’s soft pretzels are sold inunder ~~the~~many ~~Food~~brand ~~Service~~names; ~~and~~some ~~Retail~~of ~~Supermarket~~which ~~segments.~~are: ~~Soft~~SUPERPRETZEL, ~~pretzel~~SUPERPRETZEL ~~sales~~BAVARIAN, ~~amounted~~NEW toYORK ~~19%~~PRETZEL, ofFEDERAL ~~the~~PRETZEL, ~~Company’s~~AND ~~revenue~~BRAUHAUS; ~~in fiscal year 2023~~and, ~~19%~~to ina ~~fiscal~~lesser ~~year 2022~~extent, ~~and~~under ~~20%~~private ~~in fiscal year 2021~~labels.

2Soft pretzels are sold in the Food Service and Retail Supermarket segments. Soft pretzel sales amounted to 18% of the Company’s revenue in fiscal year 2024, 19% in fiscal year 2023, and 19% in fiscal year 2022.

Certain of the Company’s soft pretzels qualify under USDA regulations as the nutritional equivalent of ~~bread~~grains for purposes of the USDA school ~~lunch~~nutrition program, thereby enabling a participating school to obtain partial reimbursement offor the cost of the Company’s soft pretzels from the USDA.

The Company’s soft pretzels are manufactured according to a proprietary formula. Soft pretzels, ranging in size from one to twenty-four ounces in weight, are shaped and formed by the Company’s twister machines. These soft pretzel tying machines are automated, high-speed machines for twisting dough into the traditional pretzel shape. Additionally, we make soft pretzels which are extruded or shaped by hand. Soft pretzels, after ~~processing~~baking, are ~~primarily~~ quick-frozen ~~in either raw or baked form~~ and packaged for delivery.

The Company’s principal marketing program in the Food Service segment includes supplying ovens, mobile merchandisers, display cases, warmers, and similar merchandising equipment to the retailer to prepare and promote the sale of soft pretzels. Some of this equipment is proprietary, including combination warmer and display cases that rebake frozen soft pretzels while displaying them, thus eliminating the need for an oven. The Company retains ownership of the equipment placed in customer locations, and as a result, customers are not required to make an investment in equipment.

Frozen Novelties

The Company’s frozen novelties are marketed primarily under the DIPPIN’DOTS, LUIGI’S, WHOLE FRUIT, DOGSTERS, PHILLY SWIRL, ICEE and MINUTE MAID brand names. Frozen novelties are sold in the Food Service and Retail Supermarkets segments. Frozen novelties sales were 17% of the Company’s revenue in fiscal year ~~2023~~2024, 1417% in fiscal year ~~2022~~2023, and 1314% in fiscal year ~~2021~~2022.

The Company’s school foodservice LUIGI’S and WHOLE FRUIT frozen juice ~~bars and~~ cups are produced in various flavors and contain ~~three~~one tohalf ~~four~~of ~~ounces~~a cup of fruit equivalent made of 100% juice with no added sugar and ~~100%~~in ofaccordance ~~the~~with ~~daily~~USDA ~~US FDA value of vitamin C~~guidelines.

The Company’s DIPPIN’ DOTS’ frozen novelty products are cryogenically frozen beads of ice cream, created using liquid nitrogen at -320 degrees Fahrenheit. Product variations include ice cream (milk and cream based), flavored ice (water based) and frozen yogurt branded YoDots. The product is served to consumers by the cup, or via individual serving packages.

The balance of the Company’s frozen novelties products are manufactured from water, sweeteners and fruit juice concentrates in various flavors and packaging including cups, tubes, ~~sticks, M-paks~~ and ~~pints~~sticks. Several of the products contain ice cream and WHOLE FRUIT bars contains pieces of fruit.

~~Churros~~3

~~The Company’s churros are sold primarily under the ¡HOLA! and CALIFORNIA CHURROS brand names.~~ Churros are sold to the Food Service and Retail Supermarkets segments. Churro sales were 7% of the Company’s sales in fiscal year 2023 and 6% in both fiscal years 2022 and 2021. Churros are pastries in stick form which the Company produces in several sizes according to a proprietary formula. The churros are deep fried, frozen and packaged. At food service point-of-sale they are reheated and topped with a cinnamon sugar mixture. The Company also sells chocolate-filled, fruit-filled and crème-filled churros. The Company supplies churro merchandising equipment similar to that used for its soft pretzels.

3The Company’s churros are sold primarily under the ¡HOLA! and CALIFORNIA CHURROS brand names. Churros are sold to the Food Service and Retail Supermarkets segments. Churro sales were 7% of the Company’s sales in fiscal year 2024, 7% in fiscal year 2023, and 6% in fiscal year 2022. Churros are pastries in stick form which the Company produces in several sizes according to a proprietary formula. The churros are deep fried, frozen, and packaged. At food service point-of-sale they are reheated and topped with a cinnamon sugar mixture. The Company also sells chocolate-filled, fruit-filled, and crème-filled churros. The Company supplies churro merchandising equipment similar to that used for its soft pretzels.

Handheld Products

The Company's handheld products are sold primarily under private label names. Handheld products are sold to the Food Service and Retail Supermarket segments. Handheld product sales amounted to 67% of the Company’s sales in fiscal year 2024, 6% in fiscal year 2023, and 7% in ~~both~~ fiscal ~~years~~year 2022 ~~and 2021~~.

Bakery Products

The Company’s bakery products are marketed under the MRS. GOODCOOKIE, READI-BAKE, COUNTRY HOME, MARY B’S, DADDY RAY’S and HILL & VALLEY brand names, and under private labels. Bakery products include primarily fig and fruit bars, cookies, breads, rolls, crumb, muffins, and donuts. Bakery products are sold to the Food Service segment. Bakery products sales amounted to 26% of the Company’s sales in fiscal year ~~2023~~2024, 2926% in fiscal year ~~2022~~2023, and 3229% in fiscal year ~~2021~~2022.

Frozen Beverages

The Company markets frozen beverages primarily under the names ICEE, SLUSH PUPPIE and PARROT ICE which are sold primarily in the United States, Mexico, and Canada. Frozen beverages are reported in the Frozen Beverages segment.

Frozen beverage sales amounted to 1415% of the Company’s revenue in fiscal year ~~2023~~2024, 1314% in fiscal year ~~2022~~2023, and 1113% in fiscal year ~~2021~~2022.

Under the Company’s principal marketing program for frozen carbonated beverages, it installs frozen beverage dispensers for its ICEE brand at customer locations and thereafter services the machines, arranges to supply customers with ingredients required for production of the frozen beverages, and supports customer retail sales efforts with in-store promotions and point-of-sale materials. The Company sells frozen non-carbonated beverages under the SLUSH PUPPIE and PARROT ICE brands through a distributor network and through its own distribution network. The Company also provides repair and maintenance service to customers for customer-owned equipment and sells equipment in its Frozen Beverages segment. Revenue from equipment sales and repair and maintenance services totaled 9% of the Company’s sales in each of the fiscal years 2024, 2023, ~~2022~~ and ~~2021~~2022.

Each new frozen carbonated customer location requires a frozen beverage dispenser supplied by the Company or by the customer. Company-supplied frozen carbonated dispensers are purchased from outside vendors or rebuilt by the Company.

The Company provides managed service and/or products to approximately 132,000 Company-owned and customer-owned dispensers.

The Company has the rights to market and distribute frozen beverages under the name ICEE and Slush Puppie to the entire continental United States as well as internationally.

~~Other Products~~4

Other products sold by the Company include funnel cakes sold under the FUNNEL CAKE FACTORY brand name and smaller amounts of various other food products. These products are sold in the Food Service and Frozen Beverages segments.Products

4Other products sold by the Company include funnel cakes sold under the FUNNEL CAKE FACTORY brand name and smaller amounts of various other food products. These products are sold in the Food Service and Frozen Beverages segments.

Customers

The Company sells its products to two principal channels: foodservice and retail supermarkets. The primary products sold to the foodservice channel are soft pretzels, frozen beverages, frozen novelties, churros, handheld products and baked goods. The primary products sold to the retail supermarket channel are soft pretzels, frozen novelties and handheld products.

We have several large customers that account for a significant portion of our sales. Our top ten customers accounted for 4345%, 43% and 43% of our sales during fiscal years 2024, 2023, ~~2022~~ and ~~2021~~2022, respectively, with our largest customer accounting for 9% of our sales in fiscal ~~2023~~2024, 89% of our sales in fiscal ~~2022~~2023, and 118% of our sales in fiscal ~~2021~~2022. Five of the ten customers in ~~2023~~2024 are food distributors who sell our product to many end users. The loss of one or more of our large customers could adversely affect our results of operations. These customers typically do not enter into long-term contracts and make purchase decisions based on a combination of price, product quality, consumer demand and customer service performance. If our sales to one or more of these customers are reduced, this reduction may adversely affect our business. If receivables from one or more of these customers become uncollectible, our operating income would be adversely impacted.

The Food Service and the Frozen Beverages segments sell primarily to foodservice channels. The Retail Supermarkets segment sells primarily to the retail supermarket channel.

The Company’s customers in the Food Service segment include snack bars and food stands in chain, department and mass merchandising stores, malls and shopping centers, 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, and independent retailers. Machines and machine parts are sold to other food and beverage companies. Within the food service industry, the Company’s products are purchased by the consumer primarily for consumption at the point-of-sale.

The Company sells its products to an estimated 85-90% of supermarkets in the United States. Products sold to retail supermarket customers are primarily 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, WHOLE FRUIT Sorbet, PHILLY SWIRL cups and sticks, MARY B’S biscuits and dumplings, DADDY RAY’S fig and fruit bars, HILL & VALLEY baked goods, and ICEE Squeeze-Up Tubes. Within the retail supermarket industry, the Company’s frozen and prepackaged products are purchased by the consumer for consumption at home.

Marketing and Distribution

The Company supports its portfolio of brands with national and regional marketing programs. For the Food Service and Frozen Beverages segments’ customers, these marketing programs includes providing ovens, mobile merchandisers, display cases, freezers, kiosks, warmers, frozen beverage dispensers and other merchandising equipment for the individual customer’s requirements and point-of-sale materials as well as participating in trade shows and in-store demonstrations. The Company’s ongoing advertising and promotional campaigns for its Retail Supermarket segment’s products include consumer advertising campaigns across traditional and digital channels, and print/digital media with value added shopper offers and promotions.

~~The Company develops and introduces new products on a routine basis. The Company evaluates the success of new product introductions on the basis of sales and profit levels.~~5

The Company’s ~~products~~develops ~~are sold through a network of food brokers, independent sales distributors~~ and ~~the~~introduces ~~Company’s~~new ~~own direct sales force. For its snack food~~ products, ~~the~~on ~~Company~~a ~~maintains~~routine warehouse and distribution facilities in Pennsauken, Bellmawr and Bridgeport, New Jersey; Vernon (Los Angeles), Colton and Lancaster, California; Brooklyn, New York; Scranton and Hatfield, Pennsylvania; Carrollton (Dallas) and Terrell, Texas; Atlanta, Georgia; Moscow Mills (Stbasis. Louis), Missouri; Pensacola and Tampa, Florida; Solon, Ohio; Weston, Oregon; Holly Ridge, North Carolina; Rock Island, Illinois; and Paducah, Kentucky. Frozen beverages and machine parts are distributed from 170 Company managed warehouse and distribution facilities located in 44 states, Mexico and Canada, which allow the Company to directly service its customers in the surrounding areas. The Company’s ~~products~~evaluates ~~are shipped in frozen and other vehicles from~~ the ~~Company’s~~success ~~manufacturing~~of ~~and~~new ~~warehouse~~product ~~facilities~~introductions on athe ~~fleet~~basis of ~~Company~~sales ~~operated tractor-trailers, trucks~~ and ~~vans,~~profit ~~as well as by independent carriers~~levels.

5The Company’s products are sold through a network of food brokers, independent sales distributors, and the Company’s own direct sales force. For its snack food products, the Company maintains warehouse and distribution facilities in Pennsauken, Bellmawr, Bridgeport, and Woolwich, New Jersey; Vernon (Los Angeles), Colton and Lancaster, California; Brooklyn, New York; Scranton and Hatfield, Pennsylvania; Carrollton (Dallas) and Terrell, Texas; Atlanta, Georgia; Moscow Mills (St. Louis), Missouri; Pensacola and Tampa, Florida; Solon, Ohio; Weston, Oregon; Holly Ridge, North Carolina; Rock Island, Illinois; Glendale, Arizona; and Paducah, Kentucky. Frozen beverages and machine parts are distributed from 172 Company managed warehouse and distribution facilities located in 45 states, Mexico, and Canada, which allow the Company to directly service its customers in the surrounding areas. The Company’s products are shipped in frozen and other vehicles from the Company’s manufacturing and warehouse facilities on a fleet of Company operated tractor-trailers, trucks, and vans, as well as by independent carriers.

Seasonality

The Company’s sales are seasonal because frozen beverage sales and frozen novelties sales are generally higher during the warmer months.

Trademarks and Patents

The Company has a significant trademark portfolio, the most important of which are SUPERPRETZEL, TEXAS TWIST, NEW YORK PRETZEL, BAVARIAN BAKERY, SOFTSTIX, and BRAUHAUS for its pretzel products; DIPPIN’ DOTS, SHAPE-UPS, WHOLE FRUIT, PHILLY SWIRL, and LUIGI’S for its frozen novelties; ¡HOLA!, and CALIFORNIA CHURROS for its churros; ICEE, ARCTIC BLAST, SLUSH PUPPIE, and PARROT ICE for its frozen beverages; FUNNEL CAKE FACTORY for its funnel cake products,; and MRS. GOODCOOKIE, READI-BAKE, COUNTRY HOME, CAMDEN CREEK, MARY B’S, DADDY RAY’S, and HILL & VALLEY for its bakery products.

The Company markets frozen beverages under the trademark ICEE in all of the United States and in Mexico and Canada. Additionally, the Company has the international rights to the trademark ICEE.

The trademarks, when renewed and continuously used, have an indefinite term and are considered important to the Company as a means of identifying its products. The Company considers its trademarks important to the success of its business.

The Company has numerous patents related to the manufacturing and marketing of its products.

Suppliers

The Company’s manufactured products are produced from raw materials which are readily available from numerous sources. With the exception of the Company’s churro production equipment, funnel cake production equipment and soft pretzel twisting equipment, all of which are made for the Company by independent third parties, and certain specialized packaging equipment, the Company’s manufacturing equipment is readily available from various sources. Syrup for frozen beverages is purchased primarily from The Coca-Cola Company, Keurig Dr. Pepper, Inc., the Pepsi Cola Company, and Jogue, Inc. Cups. Straws and lids are readily available from various suppliers. Parts for frozen beverage dispensing machines are purchased from several sources.

~~Competition~~6

Snack food and bakery products markets are highly competitive. The Company’s principal products compete against similar and different food products manufactured and sold by numerous other companies, some of which are substantially larger and have greater resources than the Company. As the soft pretzel, frozen novelties, bakery products and related markets evolve, additional competitors and new competing products may enter the markets. Competitive factors in these markets include product quality, customer service, taste, price, identity and brand name awareness, method of distribution and sales promotions.Competition

6Snack food and bakery products markets are highly competitive. The Company’s principal products compete against similar and different food products manufactured and sold by numerous other companies, some of which are substantially larger and have greater resources than the Company. As the soft pretzel, frozen novelties, bakery products and related markets evolve, additional competitors and new competing products may enter the markets. Competitive factors in these markets include product quality, innovation, customer service, taste, price, identity and brand name awareness, method of distribution and sales promotions.

The Company believes it is the only national distributor of soft pretzels. However, there are numerous regional and local manufacturers of food service and retail supermarket soft pretzels as well as several chains of retail pretzel stores.

In Frozen Beverages, the Company competes directly with other frozen beverage companies. There are many other regional frozen beverage competitors throughout the country and one large retail chain which uses its own frozen beverage brand.

The Company competes with large soft drink manufacturers for counter and floor space for its frozen beverage dispensing machines at retail locations and with products which are more widely known than the ICEE, SLUSH PUPPIE and PARROT ICE frozen beverages.

The Company competes with several other companies in the frozen novelties and bakery products markets.

Risks Associated with Foreign Operations

Foreign operations can involve greater risk than doing business in the United States. Foreign economies differ favorably or unfavorably from the United States’ economy in such respects as the level of inflation and debt, which may result in fluctuations in the value of the country’s currency and real property. Sales offrom our foreign operations were $7073.24 million, $4570.2 million and $2045.82 million in fiscal years 2024, 2023, ~~2022~~ and ~~2021~~2022, respectively. At September 3028, ~~2023~~2024, the total assets ofin our foreign operations were $6167.56 million or 45.80% of total assets. At September 2430, ~~2022~~2023, the total assets ofin our foreign operations were $4261.75 million or 34.58% of total assets.

Government Regulation and Food Safety

Our business operations are subject to regulation by various federal, state and local government entities and agencies. As a producer of food products for human consumption, our operations are subject to stringent production, packaging, quality, labeling and distribution standards, including regulations promulgated under the Federal Food, Drug and Cosmetic Act and the Food Safety Modernization Act. We are also subject to various federal, state, and local environmental protection laws. Based upon available information, the cost of compliance with these laws and regulations did not have a material effect upon the level of capital expenditures, earnings, or competitive position in fiscal ~~2023~~2024 and is not expected to have a material impact in fiscal ~~2024~~2025.

Our Food Safety & Quality (FSQA) personnel within our Compliance Department have broad, diverse academic and experience credentials and oversee all aspects of product safety & quality ~~control~~assurance across the Company. Our facilities are Global Food Safety Initiative (GFSI) certified and are audited annually by third-party certification bodies. Our “Food Safety & Quality Plans” are validated and verified to ensure product safety and quality. We have implemented Corporate Standards which are aligned with GFSI and Regulatory standards and routinely conduct audits to ensure compliance. We provide bi-weekly support calls for FSQA and Plant Leadership and annual Food Safety Summit Meetings to develop and strengthen our facility teams. As part of the onboarding process, and throughout their careers, employees are engaged in food safety discussions and trainings to provide safe, high-quality products to customers and consumers.

~~Human Capital Management~~7

~~Employees~~Human ~~and~~Capital ~~Labor Relations~~Management

~~The~~Employees ~~Company has approximately 5,000 full~~ and ~~part-time~~Labor employees and approximately 800 workers employed by staffing agencies as of September 30, 2023. About 1,400 production and distribution employees throughout the Company are covered by collective bargaining agreements. The Company considers its culture and employee relations to be positive.Relations

7The Company has approximately 5,000 full and part-time employees and approximately 700 workers employed by staffing agencies as of September 28, 2024. About 1,500 production and distribution employees throughout the Company are covered by collective bargaining agreements. The Company considers its culture and employee relations to be positive.

Employee Safety

We maintain a safety culture grounded on the premise of eliminating workplace incidents, risks and hazards. We have a team of dedicated Employee Health & Safety professionals within our Compliance Department who oversee all aspects of employee safety across the company. We keep our employees safe by ensuring all employees receive ongoing support and training. We have developed and implemented processes to identify and eliminate safety incidents by reducing their frequency and severity. We also closely review and monitor our safety performance. According to data from the U.S Bureau of Labor Statistics, the Company’s Total Recordable Incident Rate (“TRIR”) and Days Away, Restricted or Transferred (“DART”) incident rates were lower than food manufacturing averages. Our goal is to reduce Occupational Safety and Health Administration (“OSHA”) recordable incidents year -over -year.

Professional Development

We deploy a variety of training programs throughout the organization and go to great lengths to make learning and knowledge available to our employees. Programs such as tuition reimbursement, mentorships, internships, and internal trainings are some of the ways in which we invest in our people and their knowledge. We know that these investments are not only beneficial for our employees, but they are also important for the future success of our business. We continue to see increases in internal promotions across all levels of the organization.

Diversity and Inclusion

We believe that having an inclusive and diverse culture strengthens our ability to recruit and develop talent and allows our employees to thrive and succeed. Diversity of input and perspectives is an essential part of our strategic plan to build a winning team and culture. We believe that one key to success is attracting and retaining a diverse workforce that reflects our consumers of today and tomorrow, and we strive to do so. We also strive to foster an inclusive and diverse workplace culture where colleagues feel a sense of belonging, and are included in discussions and valued for their contributions.

Compensation

We believe in equal pay for equal work and that compensation should match talent, experience and skill set of a person.

~~Available Information~~8

~~The~~Available Company’s internet address is www.jjsnack.com. On the investor relations section of its website, the Company provides free access to its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to these reports, as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the Securities and Exchange Commission (“SEC”). The information on the website listed above is not and should not be considered part of this annual report on Form 10-K and is not incorporated by reference in this document.Information

The Company’s internet address is www.jjsnack.com. On the investor relations section of its website, the Company provides free access to its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to these reports, as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the Securities and Exchange Commission (“SEC”). The information on the website listed above is not and should not be considered part of this annual report on Form 10-K and is not incorporated by reference in this document.

Item 1A. Risk Factors

Our business is subject to numerous risks and uncertainties. You should carefully consider the risks described below, together with all the other information included in this report, in considering our business and prospects. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently deem insignificant or immaterial may also materially and adversely affect our business, financial condition, results of operations or prospects. The following is a discussion of known potentially significant risks which could result in harm to our business, financial condition, or results of operations.

~~Risks~~General ofEconomic ~~Shortages or Increased Cost of Raw Materials~~ Risk

WeThe ~~are~~willingness ~~exposed to market risks arising from adverse changes in commodity prices, affecting the cost~~ of our ~~raw~~customers ~~materials~~ and ~~energy.~~consumers ~~The~~to ~~raw~~purchase ~~materials~~our ~~and~~products ~~energy~~may ~~which~~depend wein ~~use~~part ~~for~~on ~~the~~economic ~~production~~conditions. ~~and~~Worsening ~~distribution~~economic ofconditions ~~our~~or ~~products~~future ~~are~~challenges ~~largely commodities that are subject~~ to ~~price~~economic ~~volatility~~growth ~~and~~could ~~fluctuations~~have ina ~~availability~~negative ~~caused~~impact byon ~~changes~~consumer ~~in global supply and~~ demand, ~~weather~~which ~~conditions,~~could ~~agricultural~~adversely ~~uncertainty~~affect orour ~~governmental controls~~business. WeDeterioration ~~purchase~~of ~~these~~national ~~materials~~ and ~~energy~~global ~~mainly~~economic inconditions ~~the~~could ~~open~~cause ~~market.~~consumers ~~Our~~to ~~procurement~~forego ~~practices~~certain ~~are~~purchases ~~intended~~during toeconomic ~~reduce~~downturns ~~the~~that ~~risk~~could ofresult ~~future~~in ~~price~~decreased ~~increases,~~demand ~~but~~for ~~also~~our ~~may~~business. ~~potentially~~The economic uncertainty may limit ~~the~~our ability to ~~benefit~~increase ~~from~~or ~~possible~~maintain ~~price~~prices ~~decreases.~~and Ifreduce ~~commodity~~sales ~~price~~of ~~changes~~higher ~~result~~margin inproducts. ~~increases~~In inaddition, ~~raw~~changes ~~materials~~in ~~and~~tax ~~energy~~or ~~costs~~interest rates, wewhether ~~may~~due ~~not~~to berecession, ~~able~~efforts to ~~increase~~combat ~~our~~inflation, ~~prices~~financial toand ~~offset~~credit ~~these~~market ~~increased~~disruptions ~~costs~~or ~~without~~other ~~suffering~~reasons, ~~reduced~~could ~~revenue~~negatively ~~and~~impact ~~operating income~~us.

~~General~~Risks ~~Economic~~of ~~Risk~~Shortages or Increased Cost of Raw Materials

~~The~~We ~~willingness~~are exposed to market risks arising from adverse changes in commodity prices, affecting the cost of our ~~customers~~raw materials and ~~consumers~~energy. toThe ~~purchase~~raw ~~our~~materials ~~products~~and ~~may~~energy ~~depend~~which inwe ~~part~~use onfor ~~economic~~the ~~conditions.~~production ~~Worsening~~and ~~economic~~distribution ~~conditions~~of orour ~~future~~products ~~challenges~~are largely commodities that are subject to ~~economic~~price ~~growth~~volatility ~~could~~and ~~have~~fluctuations ain ~~negative~~availability ~~impact~~caused onby ~~consumer~~changes ~~demand,~~in ~~which~~global ~~could~~supply ~~adversely~~and ~~affect~~demand, ~~our~~weather ~~business.~~conditions, ~~Deterioration~~agricultural ofuncertainty, ~~national~~or ~~and~~governmental ~~global~~controls. ~~economic~~We ~~conditions~~purchase ~~could~~these ~~cause~~materials ~~consumers~~and toenergy ~~forego~~mainly ~~certain~~in ~~purchases~~the ~~during~~open ~~economic~~market. ~~downturns~~Our ~~that~~procurement ~~could~~practices ~~result~~are inintended ~~decreased~~to ~~demand~~reduce ~~for~~the ~~our~~risk ~~business.~~of ~~The~~future ~~economic~~price ~~uncertainty~~increases, but also may potentially limit ~~our~~the ability to ~~increase~~benefit orfrom ~~maintain~~possible ~~prices~~price ~~and~~decreases. ~~reduce~~If ~~sales~~commodity ofprice ~~higher~~changes ~~margin~~result ~~products.~~in Inincreases ~~addition, changes~~ in ~~tax~~raw ormaterials ~~interest~~and ~~rates~~energy costs, ~~whether~~we ~~due~~may not be able to ~~recession,~~increase ~~efforts~~our prices to ~~combat~~offset ~~inflation,~~these ~~financial~~increased costs without suffering reduced revenue and ~~credit~~operating ~~market~~income. ~~disruptions~~These orincreased ~~other~~costs, ~~reasons~~if not offset, ~~could~~may ~~negatively~~have a significant impact uson our profits.

Risks Relating to Pandemics, Epidemics, or Other Disease Outbreaks

Pandemics, epidemics, or other disease outbreaks could significantly change consumption patterns for our products. These changes could force us to rapidly adapt to those new patterns, and, if we do not, our business could be materially and adversely affected. Additionally, pandemics, epidemics or other disease outbreaks may depress or otherwise impact demand for our products because quarantines may inhibit consumption or as the result of other factors. Restrictions on public gatherings or interactions may also limit the opportunity for our customers and consumers to purchase our products, especially in certain of our sales channels, such as food service. Any ~~economc~~economic downturn caused by any pandemic, epidemic, or other disease outbreak may also cause substantial changes in consumer behavior and our supply chain operations, some of which may materially affect our operations and results of operations.

~~General Risks of the Food Industry~~9

WeGeneral ~~are~~Risks ~~subject to the risks~~ of adverse changes in general economic conditions; evolving consumer preferences and nutritional and health-related concerns; changes in food distribution channels; federal, state and local food processing controls or other mandates; changes in federal, state, local and international laws and regulations, or in the ~~application~~Food of such laws and regulations; consumer product liability claims; risks of product tampering and contamination; and negative publicity surrounding actual or perceived product safety deficiencies. The increased buying power of large supermarket chains, other retail outlets and wholesale food vendors could result in greater resistance to price increases and could alter customer inventory levels and access to shelf space.Industry

~~Risks~~We are subject to the risks of ~~Shortages~~adverse changes in general economic conditions; evolving consumer preferences and nutritional and health-related concerns; changes in food distribution channels; federal, state and local food processing controls or ~~Increased~~other ~~Costs~~mandates; changes in federal, state, local and international laws and regulations, or in the application of ~~Labor~~such laws and regulations; consumer product labeling and liability claims; risks of product tampering and contamination; and negative publicity surrounding actual or perceived product safety deficiencies. The increased buying power of large supermarket chains, other retail outlets and wholesale food vendors could result in greater resistance to price increases and could alter customer inventory levels and access to shelf space.

~~Our~~Risks ~~businesses operate in highly competitive markets. The labor market in the United States is very competitive. We depend on the skills, working relationships, and continued services~~ of ~~employees,~~Shortages ~~including~~or ~~our~~Increased ~~experienced~~Costs ~~management team. We must hire, train and develop effective employees. We compete with other companies both within and outside~~ of our industry for talented employees, and we may lose key personnel or fail to attract, train, and retain other talented personnel. In addition, our ability to achieve our operating goals depends on our ability to identify, hire, train, and retain qualified individuals. Any such loss or failure could adversely affect our product sales, financial condition, and operating results. Additionally, a shortage in the labor pool and other general inflationary pressures or changes, and applicable laws and regulations could increase labor costs, which could have a material adverse effect on our consolidated operating results or financial condition.Labor

InOur ~~addition,~~businesses ~~some~~operate ofin ~~our~~highly ~~associates~~competitive ~~are~~markets. ~~covered~~The bylabor ~~collective~~market ~~bargaining~~in ~~agreements,~~the ~~and~~United ~~other~~States ~~associates~~is ~~may~~very ~~seek~~competitive. toWe bedepend ~~covered~~on bythe ~~collective~~skills, ~~bargaining~~working ~~agreements.~~relationships, ~~Strikes~~and orcontinued ~~work~~services ~~stoppages~~of oremployees, ~~other~~including ~~business~~our ~~interruptions~~experienced ~~could~~management ~~occur~~team. ifWe wemust ~~are~~hire, ~~unable~~train, toand ~~renew~~develop ~~these~~effective ~~agreements~~employees. onWe ~~satisfactory~~compete ~~terms~~with orother ~~enter~~companies ~~into~~both ~~new~~within ~~agreements~~and onoutside ~~satisfactory~~of ~~terms~~our orindustry iffor talented employees, and we ~~are~~may ~~unable~~lose tokey ~~otherwise~~personnel ~~manage~~or ~~changes~~fail into attract, ortrain, ~~that~~and ~~affect~~retain other talented personnel. In addition, our ~~workforce,~~ability ~~which~~to ~~could~~achieve ~~impair~~our ~~manufacturing~~operating orgoals ~~distribution~~depends ofon our ~~products~~ability orto ~~result~~identify, inhire, atrain, ~~loss~~and ofretain ~~sales,~~qualified ~~which~~individuals. Any such loss or failure could adversely ~~impact~~affect our ~~business~~product sales, financial condition, orand ~~results~~operating ~~of operations~~results. ~~The terms and conditions of existing~~Additionally, ~~renegotiated~~a orshortage ~~new~~in ~~collective~~the ~~bargaining~~labor ~~agreements~~pool ~~could~~and ~~also~~other ~~increase~~general ~~our~~inflationary ~~costs~~pressures or ~~otherwise~~changes, ~~affect~~and ~~our~~applicable ~~ability~~laws toand ~~fully~~regulations ~~implement~~could ~~future~~increase ~~operational~~labor ~~changes~~costs, towhich ~~enhance~~could ~~our~~have ~~efficiency~~a ormaterial ~~adapt~~adverse toeffect ~~changing~~on ~~business~~our ~~needs~~consolidated operating results or ~~strategy~~financial condition.

9In addition, some of our associates are covered by collective bargaining agreements, and other associates may seek to be covered by collective bargaining agreements. Strikes or work stoppages or other business interruptions could occur if we are unable to renew these agreements on satisfactory terms or enter into new agreements on satisfactory terms or if we are unable to otherwise manage changes in, or that affect, our workforce, which could impair manufacturing or distribution of our products or result in a loss of sales, which could adversely impact our business, financial condition, or results of operations. The terms and conditions of existing, renegotiated, or new collective bargaining agreements could also increase our costs or otherwise affect our ability to fully implement future operational changes to enhance our efficiency or adapt to changing business needs or strategy.

Environmental Risks

The disposal of solid and liquid waste material and the discharge of airborne pollutants resulting from the preparation and processing of foods is subject to various federal, state, and local laws and regulations relating to the protection of the environment. Such laws and regulations have ana ~~important~~substantial effect on the food processing industry as a whole, requiring substantially all firms in the industry to incur material expenditures for modification of existing processing facilities and for construction of upgraded or new waste treatment facilities.

We cannot predict what environmental legislation or regulations will be enacted in the future, how existing or future laws or regulations will be administered or interpreted or what environmental conditions may be found to exist. Enactment of more stringent laws or regulations or more strict interpretation of existing laws and regulations may require additional expenditure by us, some of which could have a negative impact on our operations and financial condition. Additionally, the failure by any one or more of our suppliers to comply with applicable federal, state, and local laws and regulations relating to the protection of the environment, or allegations of non-compliance, may disrupt their operations and could result in accompanying disruptions to our operations.

~~Risks Resulting from Customer Concentration~~10

WeRisks ~~have~~Resulting ~~several~~from ~~large~~Customer customers that account for a significant portion of our sales. Our top ten customers accounted for 43% of our sales during fiscal years 2023, 2022 and 2021, respectively, with our largest customer accounting for 9% of our sales in 2023, 8% of our sales in 2022 and 11% of our sales in 2021.Concentration

~~Five~~We ofhave ~~the~~several ~~ten~~large customers ~~are~~that ~~food~~account ~~distributors~~for ~~who~~a ~~sell~~significant ~~our~~portion ~~product~~of toour ~~many end users~~sales. ~~The~~Our ~~loss~~top often ~~one~~customers oraccounted ~~more~~for 45% of our ~~large~~sales ~~customers~~during ~~could~~fiscal ~~adversely~~year ~~affect~~2024 ~~our~~and ~~results~~43% of ~~operations.~~our ~~These~~sales ~~customers~~during ~~typically~~fiscal doyears ~~not~~2023 ~~enter into long-term contracts~~ and ~~make purchase decisions based on a combination of price~~2022, ~~product~~with ~~quality,~~our ~~consumer~~largest ~~demand and~~ customer ~~service~~accounting ~~performance.~~for If9% of our sales toin ~~one~~2024, or9% ~~more~~ of ~~these~~our ~~customers~~sales ~~are~~in ~~reduced~~2023, ~~this~~and ~~reduction~~8% ~~may adversely affect our business. If receivables from one or more~~ of ~~these customers become uncollectible,~~ our ~~operating~~sales ~~income~~in ~~would be adversely impacted~~2022.

~~Risks~~Five ~~Relating~~of the ten customers are food distributors who sell our product to ~~Competition~~many end users. The loss of one or more of our large customers could adversely affect our results of operations. These customers typically do not enter into long-term contracts and make purchase decisions based on a combination of price, product quality, consumer demand and customer service performance. If our sales to one or more of these customers are reduced, this reduction may adversely affect our business. If receivables from one or more of these customers become uncollectible, our operating income would be adversely impacted.

~~Our~~Risks ~~businesses~~Relating operate in highly competitive markets. We compete against national and regional manufacturers and distributors on the basis of price, quality, product variety, brand recognition and loyalty, and effective distribution. Many of our major competitors in the market are larger and have greater financial and marketing resources than we do. Increased competition from our competitors could lead to ~~downward pressure on prices and/or a decline in our market share, either of which could adversely affect our results. See “~~Competition~~” in Item 1 for more information about our competitors.~~

~~Risks~~Our ~~Relating~~businesses operate in highly competitive markets. We compete against national and regional manufacturers and distributors on the basis of price, quality, product variety, brand recognition and loyalty, and effective distribution. Many of our major competitors in the market are larger and have greater financial and marketing resources than we do. Increased competition from our competitors could lead to ~~Manufacturing~~downward pressure on prices and/or ~~Distribution~~a decline in our market share, either of which could adversely affect our results. See “Competition” in Item 1 for more information about our competitors.

~~Our~~Risks ~~ability~~Relating to ~~purchase,~~Manufacturing ~~manufacture~~ and distribute products is critical to our success. Because we source certain products from single manufacturing sites, it is possible that we could experience a production disruption that results in a reduction or elimination of the availability of some of our products. If we are not able to obtain alternate production capability in a timely manner, or on favorable terms, it could have a negative impact on our business, results of operations, financial condition and cash flows, including the potential for long-term loss of product placement with various customers. We are also subject to risks of other business disruptions associated with our dependence on production facilities and distribution systems. Natural disasters, terrorist activity, cyberattacks or other unforeseen events could interrupt production or distribution and have a material adverse effect on our business, results of operations, financial condition and cash flows, including the potential for long-term loss of product placement with our customers.Distribution

~~Risks~~Our ~~Relating~~ability to purchase, manufacture and distribute products is critical to our success. Because we source certain products from single manufacturing sites, it is possible that we could experience a production disruption that results in a reduction or elimination of the ~~Availability~~availability of some of our products. If we are not able to obtain alternate production capability in a timely manner, or on favorable terms, it could have a negative impact on our business, results of operations, financial condition, and ~~Costs~~cash flows, including the potential for long-term loss of ~~Transportation~~product placement with various customers. We are also subject to risks of other business disruptions associated with our dependence on production facilities and distribution systems. Natural disasters, terrorist activity, cyberattacks or other unforeseen events could interrupt production or distribution and have a material adverse effect on our business, results of operations, financial condition, and cash flows, including the potential for long-term loss of product placement with our customers. For example, on August 19, 2024, we experienced a fire at our Holly Ridge plant in North Carolina. The building was damaged as a result of the fire, and plant operations were interrupted.

~~Our~~Risks ~~ability~~Relating to obtain adequate and reasonably priced methods of transportation to distribute our products, including refrigerated trailers for many of our products, is a key factor to our success. Delays in transportation, including weather-related delays, and carrier capacity limitations, could have a material adverse effect on our business and results of operations. Further, higher fuel costs and increased line haul costs due to industry capacity constraints, customer delivery requirements and a more restrictive regulatory environment could also negatively impact our financial results. We pay fuel surcharges that fluctuate with the ~~price~~Availability ~~of diesel fuel to third-party transporters of our products,~~ and ~~such~~Costs ~~surcharges can be substantial. Any sudden or dramatic increases in the price~~ of ~~diesel~~Transportation fuel would serve to increase our fuel surcharges and our cost of goods sold. These higher costs could have a material adverse effect on our business, results of operations, financial condition and cash flows.

10Our ability to obtain adequate and reasonably priced methods of transportation to distribute our products, including refrigerated trailers for many of our products, is a key factor to our success. Delays in transportation, including weather-related delays, and carrier capacity limitations, could have a material adverse effect on our business and results of operations. Further, higher fuel costs and increased line haul costs due to industry capacity constraints, customer delivery requirements and a more restrictive regulatory environment could also negatively impact our financial results. We pay fuel surcharges that fluctuate with the price of diesel fuel to third-party transporters of our products, and such surcharges can be substantial. Any sudden or dramatic increases in the price of diesel fuel would serve to increase our fuel surcharges and our cost of goods sold. These higher costs could have a material adverse effect on our business, results of operations, financial condition, and cash flows.

~~Risks Relating to Manufacturing Capacity Constraints~~11

~~Our~~Risks ~~current~~Relating ~~manufacturing resources may be inadequate~~ to ~~meet~~Manufacturing ~~significantly~~Capacity increased demand for some of our products. Our ability to increase our manufacturing capacity depends on many factors, including the costs and availability of equipment, the equipment delivery and construction lead-times, installation, qualification, regulatory permitting and regulatory requirements. A lack of sufficient manufacturing capacity to meet demand could cause our customer service levels to decrease, which may negatively affect customer demand for our products and customer relations generally, which in turn could have a material adverse effect on our business, results of operations, financial condition and cash flows. In addition, operating facilities at or near capacity may also increase production and distribution costs and negatively affect relations with our employees or contractors, which could result in disruptions in our operations.Constraints

~~Risks~~Our ~~Relating~~current manufacturing resources may be inadequate to ~~Acquisition~~meet ~~Integration~~significantly increased demand for some of our products. Our ability to increase our manufacturing capacity depends on many factors, including the costs and availability of equipment, the equipment delivery and construction lead-times, installation, qualification, regulatory permitting, and regulatory requirements. A lack of sufficient manufacturing capacity to meet demand could cause our customer service levels to decrease, which may negatively affect customer demand for our products and customer relations generally, which in turn could have a material adverse effect on our business, results of operations, financial condition, and cash flows. In addition, operating facilities at or near capacity may also increase production and distribution costs and negatively affect relations with our employees or contractors, which could result in disruptions in our operations.

~~From~~Risks ~~time~~Relating to ~~time,~~Acquisition the Company undertakes acquisitions or divestitures. The success of any acquisition or divestiture depends on the Company’s ability to identify opportunities that help the Company meet its strategic objectives, consummate a transaction on favorable contractual terms, and achieve expected returns and other financial benefits.Integration

~~Acquisitions~~From time to time, ~~including~~the ~~future~~Company undertakes acquisitions, ~~require~~or usdivestitures. The success of any acquisition or divestiture depends on the Company’s ability to ~~efficiently~~identify ~~integrate~~opportunities that help the ~~acquired~~Company ~~business~~meet orits ~~businesses~~strategic objectives, ~~which~~consummate ~~involves~~ a ~~significant~~transaction ~~degree~~on offavorable ~~difficulty~~contractual terms, ~~including~~and ~~the~~achieve ~~following:~~expected returns and other financial benefits.

--Acquisitions, ~~integrating~~including ~~the~~future ~~operations~~acquisitions, ~~and~~require ~~business~~us ~~cultures~~to ofefficiently integrate the acquired business or businesses;, which involves a significant degree of difficulty, including the following:

-- integrating the ~~possibility~~operations ofand ~~faulty~~business ~~assumptions~~cultures ~~underlying our expectations regarding the prospects~~ of the acquired businesses;

-- ~~attracting~~the ~~and~~possibility ~~retaining~~of ~~the~~faulty ~~necessary~~assumptions ~~personnel~~underlying ~~associated~~our ~~with~~expectations regarding the ~~acquisitions~~prospects of the acquired businesses;

-- ~~creating~~attracting ~~uniform standards, controls, procedures, policies~~ and ~~information~~retaining ~~systems and controlling~~ the ~~costs~~necessary personnel associated with ~~such~~the ~~matters~~acquisitions; ~~and~~

-- ~~expectations~~creating ~~about~~uniform ~~the~~standards, ~~performance~~controls, ofprocedures, ~~acquired~~policies, ~~trademarks~~ and ~~brands~~information systems and controlling the ~~fair~~costs ~~value~~associated ofwith such ~~trademarks~~matters; and ~~brands.~~

~~Divestitures~~-- ~~have~~expectations ~~operational~~about ~~risks that may include impairment charges. Divestitures also present unique financial and operational risks, including diverting management attention from~~ the ~~existing~~performance ~~core~~of ~~business,~~acquired ~~separating~~trademarks ~~personnel~~ and ~~financial~~brands ~~data~~ and ~~other~~the ~~systems,~~fair ~~and~~value ~~adversely~~of ~~affecting~~such ~~existing~~trademarks ~~business relationships with suppliers~~ and ~~customers~~brands.

InDivestitures ~~situations~~have ~~where~~operational ~~acquisitions~~risks ~~and~~that ~~divestitures~~may ~~are~~include ~~not~~impairment ~~successfully~~charges. ~~implemented~~Divestitures oralso ~~completed~~present unique financial and operational risks, orincluding diverting management attention from the ~~expected~~existing ~~benefits~~core ofbusiness, ~~such~~separating ~~acquisitions~~personnel orand ~~divestitures~~financial ~~are~~data ~~not~~and ~~otherwise~~other ~~realized~~systems, ~~the~~and ~~Company’s~~adversely ~~business~~affecting orexisting ~~financial~~business ~~results~~relationships ~~could~~with besuppliers ~~negatively~~and ~~impacted~~customers.

~~New~~In ~~Jersey~~situations ~~Law~~where acquisitions and ~~Provisions~~divestitures ofare ~~Our~~not ~~Amended~~successfully ~~and~~implemented ~~Restated~~or ~~Certificate~~completed, or the expected benefits of ~~Incorporation~~such ~~and~~acquisitions ~~Bylaws~~or ~~May~~divestitures ~~Inhibit~~are anot ~~Change~~otherwise Inrealized, ~~Control~~the Company’s business or financial results could be negatively impacted.

The New Jersey Shareholders' Protection Act, N.J.S.A. 14A:10A-1, et seq., may delay, deter or prevent a change in control by prohibiting the Company from engaging in a business combination transaction with an interested shareholder for a period of five years after the person becomes an interested stockholder, even if a majority of our shareholders believe a change in control would be in the best interests of the Company and its shareholders. In addition, our Amended and Restated Certificate of Incorporation and Bylaws contain provisions that may delay, deter or prevent a future acquisition of J & J Snack Foods Corp. not approved by our Board of Directors. This could occur even if our shareholders are offered an attractive value for their shares or if a substantial number or even a majority of our shareholders believe the takeover is in their best interest. These provisions are intended to encourage any person interested in acquiring us to negotiate with and obtain the approval of our Board of Directors in connection with the transaction. Provisions of our Amended and Restated Certificate of Incorporation and Bylaws that could delay, deter or prevent a future acquisition include the following:12

--New aJersey ~~classified~~Law ~~Board~~and Provisions of ~~Directors;~~Our Amended and Restated Certificate of Incorporation and Bylaws May Inhibit a Change In Control

The New Jersey Shareholders' Protection Act, N.J.S.A. 14A:10A--1, et seq., may delay, deter or prevent a change in control by prohibiting the ~~requirement~~Company ~~that~~from engaging in a business combination transaction with an interested shareholder for a period of five years after the person becomes an interested stockholder, even if a majority of our shareholders believe a change in control would be in the best interests of the Company and its shareholders. In addition, our Amended and Restated Certificate of Incorporation and Bylaws contain provisions that may ~~only~~delay, ~~remove~~deter or prevent a future acquisition of J & J Snack Foods Corp. not approved by our Board of Directors. This could occur even if our shareholders are offered an attractive value for ~~cause;~~their shares or if a substantial number or even a majority of our shareholders believe the takeover is in their best interest. These provisions are intended to encourage any person interested in acquiring us to negotiate with and obtain the approval of our Board of Directors in connection with the transaction. Provisions of our Amended and Restated Certificate of Incorporation and Bylaws that could delay, deter or prevent a future acquisition include the following:

-- ~~limitations~~a onclassified ~~share~~Board ~~holdings and voting~~ of ~~certain persons who exceed the “Voting Threshold” specified in the Amended and Restated Certificate of Incorporation~~Directors;

-- ~~special~~the ~~Director~~requirement ~~voting~~that ~~rights~~our ~~are~~shareholders ~~granted~~may toonly ~~certain~~remove ~~“Experienced~~ Directors” ~~only~~for ~~in the event of a “hostile change of Board control,” as such terms are defined in the Amended and Restated Certificate of Incorporation~~cause;

-- ~~the~~limitations ~~ability~~on ofshare ~~the~~holdings ~~Board~~and ofvoting ~~Directors to consider the interests~~ of ~~various~~certain ~~constituencies,~~persons ~~including~~who ~~our~~exceed ~~employees,~~the ~~customers,~~“Voting ~~suppliers,~~Threshold” ~~creditors~~specified ~~and~~in the ~~local~~Amended ~~communities~~and inRestated ~~which~~Certificate weof ~~operate~~Incorporation;

-- ~~shareholders~~special doDirector ~~not~~voting ~~generally~~rights ~~have~~are granted to certain “Experienced Directors” only in the ~~right~~event toof ~~call~~a ~~special~~“hostile ~~meetings~~change orof toBoard ~~act~~control,” byas ~~written~~such ~~consent~~terms are defined in the Amended and Restated Certificate of Incorporation;

-- ~~our~~the ~~Bylaws~~ability ~~contain~~of ~~advance~~the ~~notice~~Board ~~procedures for nominations~~ of Directors orto ~~submission~~consider the interests of ~~shareholder~~various ~~proposals~~constituencies, atincluding anour ~~annual~~employees, ~~meeting;~~customers, suppliers, creditors and the local communities in which we operate;

-- ~~our~~shareholders ~~Bylaws~~do ~~contain~~not agenerally ~~forum~~have ~~selection clause providing that certain litigation against~~ the ~~Company~~right ~~can~~to ~~only~~call bespecial ~~brought~~meetings inor ~~New~~to ~~Jersey~~act ~~state~~by orwritten ~~federal courts.~~consent;

11-- our Bylaws contain advance notice procedures for nominations of Directors or submission of shareholder proposals at an annual meeting; and

~~Risks~~-- ~~Relating~~our toBylaws ~~Gerald~~contain B.a ~~Shreiber~~forum selection clause providing that certain litigation against the Company can only be brought in New Jersey state or federal courts.

~~Gerald~~Risks B.Relating Shreiber is the founder and a Director of the Company. He is currently beneficial owner of approximately 20% of its outstanding common stock, held in a trust for his benefit. Our Amended and Restated Certificate of Incorporation provides Mr. Shreiber with certain special voting rights with respect to ~~any~~Gerald ~~matters to be voted on by the Board of Directors~~B. ~~As a result, as of the date of this Report, Mr.~~ Shreiber ~~is entitled to cast six (6) votes on all matters upon which the Board of Directors is entitled to vote.~~

~~Risk~~Gerald ~~Related~~B. toShreiber ~~Increases~~is the founder and a Director of the Company. He is currently beneficial owner of approximately 20% of its outstanding common stock, held in ~~our~~a ~~Health~~trust ~~Insurance~~for ~~Costs~~his benefit. Our Amended and Restated Certificate of Incorporation provides Mr. Shreiber with certain special voting rights with respect to any matters to be voted on by the Board of Directors. As a result, as of the date of this Report, Mr. Shreiber is entitled to cast six (6) votes on all matters upon which the Board of Directors is entitled to vote.

~~The~~Risk ~~costs~~Related ~~of employee health care insurance have been increasing in recent years due~~ to ~~rising~~Increases health care costs, legislative changes, and general economic conditions. Because of the breadth and complexity of health care regulations as well as other health care reform legislation considered by Congress and state legislatures, we cannot predict with certainty the future effect of these laws on us. A continued increase in ~~health care costs or additional costs incurred as a result of new or existing health care reform laws or changes in enforcement policies could have a negative impact on~~ our ~~financial~~Health ~~position~~Insurance ~~and results of operations.~~Costs

~~Risk~~The ~~Related~~costs of employee health care insurance have been increasing in recent years due to ~~Product~~rising ~~Changes~~health care costs, legislative changes, and general economic conditions. Because of the breadth and complexity of health care regulations as well as other health care reform legislation considered by Congress and state legislatures, we cannot predict with certainty the future effect of these laws on us. A continued increase in health care costs or additional costs incurred as a result of new or existing health care reform laws or changes in enforcement policies could have a negative impact on our financial position and results of operations.

~~There~~Risk ~~are~~Related ~~risks in the marketplace related~~ to ~~trade~~Product and consumer acceptance of product improvements, packing initiatives and new product introductions. We cannot be sure if our new products, product improvements, or packaging initiatives will be accepted by customers.Changes

~~Risks~~There ~~Associated~~are ~~with~~risks ~~Foreign~~in ~~Operations~~the marketplace related to trade and consumer acceptance of product improvements, packaging initiatives and new product introductions. We cannot be sure if our new products, product improvements, or packaging initiatives will be accepted by customers.

Foreign economies may differ favorably or unfavorably from the United States’ economy in such respects as the level of inflation and debt, which may result in fluctuations in the value of the country’s currency. Further, there may be less government regulation in various countries, and we may face difficulty in enforcing our legal rights outside the United States. Additionally, in some foreign countries, there is the possibility of expropriation or confiscatory taxation limitations on the removal of property or other assets, political or social instability or diplomatic developments which could affect the operations and assets of U.S. companies doing business in that country. Any such difficulties noted above could affect our business. Sales of our foreign operations were $70.2 million, $45.2 million and $20.8 million in fiscal years 2023, 2022 and 2021, respectively. At September 30, 2023, the total assets of our foreign operations were approximately $61.5 million or 4.8% of total assets. At September 24, 2022, the total assets of our foreign operations were $42.7 million or 3.5% of total assets.13

Risks Associated with ~~our~~Foreign ~~Information Technology Systems~~Operations

~~The~~Foreign ~~efficient~~economies ~~operation~~may differ favorably or unfavorably from the United States’ economy in such respects as the level of ~~our~~inflation ~~business~~and ~~depends~~debt, onwhich ~~our~~may ~~information~~result ~~technology~~in ~~systems~~fluctuations in the value of the country’s currency. WeFurther, ~~rely~~there onmay ~~our~~be ~~information~~less ~~technology~~government ~~systems~~regulation toin ~~effectively~~various ~~manage~~countries, and we may face difficulty in enforcing our ~~business~~legal ~~data,~~rights ~~communications,~~outside ~~supply~~the ~~chain,~~United ~~manufacturing~~States. Additionally, ~~order~~in ~~entry~~some ~~and~~foreign ~~fulfillment~~countries, ~~and~~there ~~other~~is ~~business~~the ~~processes.~~possibility ~~The~~of ~~failure~~expropriation or confiscatory taxation limitations on the removal of ~~our~~property ~~information~~or ~~technology~~other ~~systems~~assets, ~~(including~~political ~~those~~or ~~provided~~social toinstability usor bydiplomatic ~~third~~developments ~~parties)~~which tocould ~~perform~~affect asthe weoperations ~~anticipate~~and assets of U.S. companies doing business in that country. Any such difficulties noted above could ~~disrupt~~affect our business. Sales of our foreign operations were $73.4 million, $70.2 million, and ~~could~~$45.2 ~~result~~million in ~~production,~~fiscal ~~billing~~years 2024, ~~collecting~~2023, and ~~ordering errors~~2022, ~~processing~~respectively. ~~inefficiencies~~At September 28, ~~and~~2024, the ~~loss~~total assets of ~~sales~~our ~~and~~foreign ~~customers,~~operations ~~causing~~were ~~our~~approximately ~~business~~$67.6 ~~and~~million ~~results~~or 5.0% of total assets. At September 30, 2023, the total assets of our foreign operations towere ~~suffer~~$61.5 million or 4.8% of total assets.

~~Our~~Risks ~~information~~Associated ~~technology~~with ~~systems may be vulnerable to damage or interruption from circumstances beyond~~ our ~~control,~~Information ~~including~~Technology fire, natural disasters, systems failures, security breaches or intrusions (including those against our third-party providers and theft of customer, consumer or other confidential data), and viruses. Although we continue to monitor our information technology networks, if we are unable to prevent physical and electronic break-ins, cyber-attacks and other information security breaches, we may suffer material financial and reputational damage, be subject to litigation or incur significant remediation costs or penalties.Systems

~~Risks~~The ~~Associated~~efficient ~~with~~operation ~~Real~~of orour ~~Perceived~~business ~~Safety~~depends ~~Issues~~on ~~Regarding~~our information technology systems. We rely on our ~~Food~~information ~~Products~~technology systems to effectively manage our business data, communications, supply chain, manufacturing, order entry and fulfillment, and other business processes. The failure of our information technology systems (including those provided to us by third parties) to perform as we anticipate could disrupt our business and could result in production, billing, collecting, and ordering errors, processing inefficiencies, and the loss of sales and customers, causing our business and results of operations to suffer.

WeOur ~~sell~~information ~~food~~technology ~~products~~systems ~~for~~may ~~human~~be ~~consumption,~~vulnerable ~~which~~to ~~involves~~damage ~~risks~~or ~~such~~interruption asfrom ~~product~~circumstances ~~contamination~~beyond orour ~~spoilage~~control, ~~product~~including ~~tampering~~fire, ~~other~~natural ~~adulteration~~disasters, ofsystems ~~food products~~failures, ~~mislabeling,~~security ~~and~~breaches ~~misbranding.~~or Weintrusions ~~can~~(including bethose ~~impacted~~against byour ~~both~~third-party ~~real~~providers and ~~unfounded~~theft ~~claims regarding the safety~~ of ~~our operations~~customer, ~~or concerns regarding mislabeled~~consumer, ~~adulterated, contaminated~~ or ~~spoiled~~other ~~food~~confidential ~~products. Any of these circumstances could necessitate a voluntary or mandatory recall due to a substantial product hazard~~data), aand ~~need to change a product’s labeling or other consumer safety concerns~~viruses. AAlthough ~~pervasive~~we ~~product~~continue ~~recall may result in significant loss due~~ to ~~the~~monitor ~~costs of a recall, related legal claims, including claims arising from bodily injury or illness caused by~~ our ~~products,~~information ~~the~~technology ~~destruction of product inventory~~networks, orif ~~lost~~we ~~sales~~are ~~due~~unable to ~~product~~prevent ~~unavailability~~physical orand ~~negative~~electronic ~~publicity.~~break-ins, ~~A highly publicized product recall~~cyber-attacks, ~~whether~~and ~~involving~~other usinformation orsecurity ~~any related products made by third parties~~breaches, ~~also could result in a loss of customers or an unfavorable change in consumer sentiment regarding our products or any category in which~~ we ~~operate.~~may Insuffer ~~addition,~~material anfinancial ~~allegation of noncompliance with federal or state food laws~~ and ~~regulations~~reputational ~~could~~damage, ~~force~~be ussubject to ~~cease~~litigation ~~production, stop selling our products~~ or ~~create~~incur significant ~~adverse~~remediation ~~publicity~~costs ~~that~~or ~~could harm our credibility and decrease market acceptance of our products~~penalties. ~~Any of these events could have a material adverse effect on our business, results of operations, financial condition and cash flows.~~

12Risks Associated with Real or Perceived Safety Issues Regarding our Food Products

~~Risks~~We ~~Associated~~sell food products for human consumption, which involves risks such as product contamination or spoilage, product tampering, other adulteration of food products, mislabeling, and misbranding. We can be impacted by both real and unfounded claims regarding the safety of our operations, or concerns regarding mislabeled, adulterated, contaminated, or spoiled food products. Any of these circumstances could necessitate a voluntary or mandatory recall, a need to change a product’s labeling or other consumer safety concerns. A pervasive product recall may result in significant loss due to the costs of a recall, related legal claims, including claims arising from bodily injury or illness caused by our products, the destruction of product inventory, or lost sales due to product unavailability or negative publicity. A highly publicized product recall, whether involving us or any related products made by third parties, also could result in a loss of customers or an unfavorable change in consumer sentiment regarding our products or any category in which we operate. In addition, an allegation of noncompliance with federal or state food laws and regulations could force us to cease production, stop selling our ~~Intellectual~~products ~~Property~~or ~~Rights~~create significant adverse publicity that could harm our credibility and decrease market demand for our products. Any of these events could have a material adverse effect on our business, results of operations, financial condition, and cash flows.

We consider our intellectual property rights, particularly our trademarks, to be a significant and valuable aspect of our business. We protect our intellectual property rights through a combination of trademark, patent, copyright and trade secret protection, contractual agreements and policing of third-party misuses of our intellectual property in traditional retail and digital environments. Our failure to obtain or adequately protect our intellectual property or any change in law that lessens or removes the current legal protections of our intellectual property may diminish our competitiveness and adversely affect our business and financial results.14

~~Competing~~Risks ~~intellectual~~Associated ~~property~~with ~~claims that impact~~ our ~~brands~~Intellectual orProperty products may arise unexpectedly. Any litigation or disputes regarding intellectual property may be costly and time consuming and may divert the attention of our management and key personnel from our business operations. We may also be subject to significant damages or injunctions against development, launch and sale of certain products. Any of these occurrences may harm our business and financial results.Rights

~~Risks~~We ~~Associated~~consider ~~with~~our intellectual property rights, particularly our trademarks, to be a significant and valuable aspect of our business. We protect our intellectual property rights through a combination of trademark, patent, copyright and trade secret protection, contractual agreements, and policing of third-party misuses of our intellectual property in traditional retail and digital environments. Our failure to obtain or adequately protect our intellectual property or any change in law that lessens or removes the ~~Favorable~~current ~~Perception~~legal protections of our ~~Brands~~intellectual property may diminish our competitiveness and adversely affect our business and financial results.

WeCompeting ~~have~~intellectual aproperty ~~number~~claims of iconic brands with significant value. Maintaining and continually enhancing the value of these brands is critical to the success of our business. Brand value is primarily based on consumer perceptions. Success in promoting and enhancing brand value depends in large part on our ability to provide high-quality products. Brand value could diminish significantly due to a number of factors, including consumer perception that weimpact ~~have acted in an irresponsible manner, adverse publicity about~~ our ~~products,~~brands ~~packaging, ingredients, our environmental, social, human capital~~ or ~~governance practices, our failure to maintain the quality of our~~ products, ~~the~~may ~~failure~~arise ofunexpectedly. ~~our~~Any ~~products~~litigation ~~to deliver consistently positive consumer experiences,~~ or ~~the~~disputes ~~products~~regarding ~~becoming~~intellectual ~~unavailable~~property tomay ~~consumers.~~be ~~The~~costly ~~growing~~and ~~use~~time ofconsuming ~~social~~ and ~~digital~~may ~~media~~divert ~~by consumers increases~~ the ~~speed~~attention ~~and~~of ~~extent~~our ~~that~~management ~~information~~ and ~~opinions~~key ~~can~~personnel befrom ~~shared. Negative posts or comments about us,~~ our ~~brands,~~business ~~products or packaging on social or digital media could seriously damage our brands and reputation~~operations. InWe ~~addition,~~may wealso ~~might~~be ~~fail~~subject to ~~appropriately~~significant ~~target~~damages ~~our~~or ~~marketing~~injunctions ~~efforts,~~against ~~anticipate consumer preferences~~development, orlaunch ~~invest~~and ~~sufficiently~~sale inof ~~maintaining~~certain ~~our brand image~~products. IfAny weof dothese ~~not~~occurrences ~~maintain~~may ~~the~~harm ~~favorable perception of~~ our ~~brands,~~business ~~our~~and ~~results~~financial ~~could be adversely impacted~~results.

~~Risk~~Risks Associated with ~~Generating~~the ~~Anticipated~~Favorable ~~Cost~~Perception ~~Savings~~of ~~and/or Operating Efficiencies Associated with~~ our ~~Strategic Initiatives~~Brands

~~Our~~We ~~future~~have a number of iconic brands with significant value. Maintaining and continually enhancing the value of these brands is critical to the success of our business. Brand value is primarily based on consumer perceptions. Success in promoting and ~~earnings~~enhancing ~~growth~~brand ~~depend~~value depends in large part on our ability to ~~achieve~~provide ~~the~~high-quality ~~appropriate~~products. ~~cost~~Brand ~~structure~~value ~~and~~could ~~operate~~diminish ~~efficiently~~significantly indue ~~the~~to ~~highly~~a ~~competitive~~number ~~food~~of ~~industry~~factors, ~~particularly~~including consumer perception that we have acted in an ~~environment~~irresponsible manner, adverse publicity about our products, packaging, ingredients, our environmental, social, human capital or governance practices, our failure to maintain the quality of ~~volatile~~our ~~cost~~products, ~~inputs.~~the Wefailure ~~continuously~~of ~~pursue~~our ~~initiatives~~products to ~~reduce~~deliver ~~costs~~consistently ~~and~~positive ~~increase~~consumer ~~effectiveness~~experiences, or the products becoming unavailable to consumers. WeThe ~~also~~growing ~~regularly~~use ~~pursue~~of ~~cost~~social ~~productivity~~and ~~initiatives~~digital inmedia ~~procurement,~~by ~~manufacturing~~consumers increases the speed and ~~logistics~~extent that information and opinions can be shared. ~~Any~~Negative ~~failure~~posts or ~~delay~~comments inabout ~~implementing~~us, our ~~initiatives~~brands, inproducts, ~~accordance~~or ~~with~~packaging ~~our~~on ~~plans~~social or digital media could ~~adversely~~seriously ~~affect~~damage our ~~ability~~brands and reputation. In addition, we might fail to ~~meet~~appropriately target our ~~long-term~~marketing ~~growth~~efforts, ~~and~~anticipate ~~profitability~~consumer ~~expectations~~preferences, ~~and~~or ~~could~~invest ~~adversely~~sufficiently ~~affect~~in maintaining our ~~business~~brand image. If we do not ~~continue~~maintain tothe ~~effectively~~favorable ~~manage~~perception ~~costs~~of ~~and~~our ~~achieve additional efficiencies~~brands, our ~~competitiveness~~financial ~~and~~results ~~profitability~~ could ~~decrease~~be adversely impacted.

~~Seasonality~~Risk Associated with Generating Anticipated Cost Savings and/or ~~Quarterly~~Operating ~~Fluctuations~~Efficiencies Associated with our Strategic Initiatives

Our ~~sales~~future ~~are~~success ~~affected~~and byearnings ~~the~~growth ~~seasonal~~depend ~~demand~~in ~~for~~part on our ~~products.~~ability ~~Demand~~to isachieve ~~greater~~the ~~during~~appropriate cost structure and operate efficiently in the ~~summer~~highly ~~months~~competitive ~~primarily~~food asindustry, aparticularly ~~result~~in an environment of ~~the~~volatile ~~warm~~cost ~~weather~~inputs. ~~demand~~We ~~for~~continuously ~~our~~pursue ~~ICEE~~initiatives ~~and~~to ~~frozen~~reduce ~~novelties~~costs ~~products~~and increase effectiveness. ~~Because~~We ofalso ~~seasonal~~regularly ~~fluctuations~~pursue cost productivity initiatives in procurement, ~~there~~manufacturing, ~~can~~and belogistics. noAny ~~assurance~~failure ~~that~~or ~~the~~delay ~~results~~in ofimplementing ~~any~~our ~~particular~~initiatives ~~quarter~~in ~~will~~accordance bewith ~~indicative~~our ofplans ~~results~~could ~~for~~adversely ~~the~~affect ~~full~~our ~~year~~ability orto ~~for~~meet ~~future~~our ~~years~~long-term growth and profitability expectations and could adversely affect our business. If we do not continue to effectively manage costs and achieve additional efficiencies, our competitiveness and profitability could decrease.

13Risks Associated with our Identified Material Weakness in our Internal Control over Financial Reporting

As described in Part II, Item 1B9A – Controls and Procedures, of this Annual Report on Form 10-K, we identified a material weakness in our internal control over financial reporting related to ineffective information technology general controls (ITGCs), including certain controls over logical access and change management. ~~Unresolved~~As ~~Staff~~a ~~Comments~~result, certain business process controls that are dependent on the ineffective ITGCs, or rely on the data produced from systems impacted by the ineffective ITGCs, were also deemed ineffective. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected in a timely manner.

We ~~have~~are noin ~~unresolved~~the ~~SEC~~process ~~staff~~of ~~comments~~developing and implementing a remediation plan to ~~report~~address the material weakness. If our remediation efforts are insufficient or if additional material weaknesses in internal control over financial reporting are discovered or occur in the future, our consolidated financial statements may contain material misstatements and we could be required to revise or restate our financial results, which could materially and adversely affect our business, results of operations and financial condition, restrict our ability to access the capital markets, require us to expend significant resources to correct the material weakness, subject us to fines, penalties or judgments, harm our reputation, adversely affect the trading price of our common stock, or otherwise cause a decline in investor confidence.

~~Item~~Seasonality 2.and ~~Properties~~Quarterly Fluctuations

~~The~~Our ~~Company’s~~sales ~~primary~~are ~~east~~affected ~~coast~~by ~~manufacturing~~the ~~facility~~seasonal isdemand ~~located~~for inour ~~Pennsauken, New Jersey in a 70,000 square foot building on a two-acre lot~~products. ~~Soft~~Demand ~~pretzels,~~is ~~churros,~~greater ~~and~~during ~~funnel~~the ~~cake~~summer ~~are~~months ~~manufactured~~primarily atas ~~this Company-owned facility. The Company owns~~ a ~~128,000~~result ~~square~~of ~~foot~~the ~~building~~warm ~~adjacent~~weather todemand ~~this manufacturing facility which contains a large freezer~~ for ~~warehousing~~our ICEE and ~~distribution~~frozen ~~purposes~~novelties products. ~~The~~Because ~~Company~~of ~~also~~seasonal ~~owns a 43~~fluctuations,~~000~~ ~~square~~there ~~foot~~can ~~office~~be ~~and~~no ~~warehouse~~assurance ~~building~~that in the ~~same~~results ~~complex.~~of ~~Additionally,~~any ~~the~~particular ~~Company~~quarter ~~leases,~~will ~~through~~be ~~July~~indicative ~~2025, 30,000 square feet~~ of ~~office~~results ~~space~~for inthe ~~Mt.~~full ~~Laurel,~~year ~~New~~or ~~Jersey~~for ~~which~~future ~~serves as the Company’s headquarters~~years.

~~The Company owns a 150,000 square foot building on eight acres in Bellmawr, New Jersey. The facility is used by the Company to manufacture soft pretzels and various lines of baked goods.~~15

~~The~~Item ~~Company’s primary west coast manufacturing facility is located in Vernon (Los Angeles), California~~1B. ItUnresolved ~~consists~~Staff of a 137,000 square foot facility in which soft pretzels, churros and various lines of baked goods are produced and warehoused. Included in the 137,000 square foot facility is a 30,000 square foot freezer used for warehousing and distribution purposes. The facility is leased through November 2030. The Company leases an additional 80,000 square feet of office and warehouse space, adjacent to its manufacturing facility, through November 2030.Comments

~~The~~We ~~Company~~have ~~leases~~no aunresolved ~~22,000~~SEC ~~square~~staff ~~foot~~comments ~~soft~~to ~~pretzel manufacturing facility located in Brooklyn, New York~~report. ~~The lease runs through September 2027.~~

~~The~~Item ~~Company leases through June 2030 a 45,000 square foot churros and funnel cake manufacturing facility located in Colton, California~~1C. Cybersecurity

~~The~~Cybersecurity ~~Company~~Risk ~~leases~~Management anand ~~85,000 square foot bakery manufacturing facility located in Atlanta, Georgia. The lease runs through December 2024 with an option to extend to December 2026.~~Strategy

Our enterprise risk management process includes an evaluation of cybersecurity risk together with other company risks. The Company ~~leases~~has established a ~~129,000~~cybersecurity ~~square~~risk ~~foot~~management ~~bakery~~program ~~manufacturing~~(the ~~facility~~“program”) ~~located~~designed into ~~Rock~~assess, ~~Island~~identify, ~~Illinois~~and manage material cybersecurity risks. ~~The~~Our ~~lease~~program ~~runs~~is ~~through~~designed ~~February~~based ~~2025~~on industry best practices and is aligned with the core components of frameworks established by the National Institute of Standards and Technology (NIST), Center for Internet Security (CIS) and International Organization for Standardization (ISO).

~~The~~An ~~Company~~annual ~~owns~~risk aassessment ~~46,000~~is ~~square~~performed ~~foot~~to ~~frozen~~identify ~~novelties~~internal ~~manufacturing~~and ~~facility~~external cybersecurity threats and avulnerabilities, 42assess the likelihood and potential impact of such threats and vulnerabilities,~~000~~ ~~square~~and ~~foot~~prioritize ~~dry~~the ~~storage~~risks ~~warehouse~~from ~~located~~such onthreats ~~six~~and ~~acres~~vulnerabilities. inThe ~~Scranton~~results of the risk assessment, ~~Pennsylvania~~along with professional judgment, are used to develop and implement cybersecurity risk mitigation strategies and controls.

~~The~~Our ~~Company~~program ~~leases a 29,600 square foot soft pretzel manufacturing facility located in Hatfield, Pennsylvania. The lease runs through June 2032.~~includes:

~~The~~● ~~Company~~A ~~leases~~cybersecurity aincident ~~48,000~~response ~~square~~plan ~~foot~~that ~~soft~~outlines ~~pretzel~~a ~~manufacturing~~structured ~~facility~~approach ~~located~~to ininvestigating, ~~Carrollton~~containing, ~~Texas.~~documenting, ~~The~~and ~~lease~~mitigating ~~runs~~cybersecurity ~~through~~incidents, ~~April~~including ~~2026.~~reporting ~~The~~findings ~~Company~~and ~~leases~~keeping ansenior ~~additional~~management, ~~property~~the ~~containing~~Audit ~~a 6~~Committee,~~500~~ ~~square~~and ~~foot~~other ~~storage~~key ~~freezer~~stakeholders ~~across~~informed ~~the~~and ~~street~~involved ~~from~~as ~~the manufacturing facility, which expires March 2030.~~appropriate;

~~The~~● ~~Company’s~~Annual ~~fresh~~external ~~bakery~~penetration ~~products~~testing ~~manufacturing~~to ~~facility~~identify ~~and~~vulnerabilities, ~~offices~~assess ~~are~~perimeter ~~located in Bridgeport~~security, ~~New~~improve ~~Jersey~~incident ~~in three buildings totaling 133~~response,~~000~~ ~~square~~and ~~feet.~~strengthen ~~The~~security ~~buildings~~policies ~~are~~and ~~leased through December 2025.~~procedures;

~~The~~● ~~Company~~Regular ~~owns~~phishing, asocial ~~165~~engineering,~~000~~ ~~square foot fig~~ and ~~fruit~~cybersecurity ~~bar~~awareness ~~manufacturing~~training ~~facility~~for ~~located~~employees onwith ~~9-1/2~~access ~~acres~~to inthe ~~Moscow~~Company’s ~~Mills~~information ~~(St.~~technology ~~Louis), Missouri.~~environment;

~~The~~● ~~Company~~Annual ~~owns~~tabletop anexercises ~~84,000~~to ~~square~~test ~~foot~~incident ~~handheld~~response ~~products~~plans, ~~manufacturing~~improve ~~facility~~communication inand ~~Holly~~coordination ~~Ridge~~between relevant employees, ~~North~~and ~~Carolina.~~identify gaps to inform needed adjustments to plans;

14● Ongoing risk assessments of third-party service providers designed to ensure they meet the Company’s standards for reliability, security, compliance, and performance.

~~The~~Third-party ~~Company~~service ~~leases~~providers aare 70used in various capacities as part of our cybersecurity risk management program,~~000~~ ~~square~~including ~~foot~~performing ~~handheld~~risk ~~products~~mitigation ~~manufacturing~~controls ~~facility~~and providing cloud-based, cybersecurity services and platforms. For example, third-party service providers are used to conduct our external penetration testing, as well as assist the Company in ~~Weston~~detecting, ~~Oregon~~responding, and mitigating cybersecurity incidents. The Company uses a variety of processes to oversee and identify material risks from cybersecurity threats associated with the use of third-party service providers. Third-party service providers are required to complete a detailed questionnaire, which is ~~leased~~used ~~through~~to ~~June~~identify ~~30,~~and ~~2031~~assess material cybersecurity risks. ~~The~~In addition, the Company ~~leases~~performs an ~~additional~~annual ~~11,300~~review ~~square~~of ~~foot~~independent ~~freezer~~attestation ~~storage~~reports ~~facility~~of the third-party service providers’ control environments designed to ensure that the controls meet Company security requirements and that any identified issues in ~~Weston,~~the ~~Oregon~~independent ~~which~~attestation ~~expires~~reports ~~May~~do ~~2024~~not present material cybersecurity risks to the Company.

~~The Company leases 84,000 square feet of office space in LaVergne (Nashville), Tennessee through February 2035 for its ICEE headquarters.~~16

~~The~~To date, we have not identified any cybersecurity threats or incidents which have materially affected, or are reasonably likely to materially affect, the Company, ~~leases~~including aits 44business strategy,~~000~~ ~~square~~results ~~foot~~of ~~frozen~~operations ~~novelties~~or ~~manufacturing~~financial ~~facility~~condition; inhowever, ~~Tampa~~there is no guarantee that we will not be the subject of future successful cybersecurity threats or incidents that may materially and adversely affect the Company, ~~Florida~~including ~~which~~its business strategy, financial condition, results of operations or prospects. Additional information on cybersecurity-related risks is ~~leased~~discussed ~~through~~under ~~November~~the ~~2030~~heading “Risks Associated with our Information Technology Systems” under Item 1A, which should be read in conjunction with Item 1C.

~~The~~Cybersecurity Company owns two industrial buildings totaling 107,000 square feet, as well as a 76,000 square foot parcel of land in Paducah, Kentucky. Additionally, the Company leases three buildings totaling 34,000 square feet in Paducah, Kentucky, with lease end dates ranging from December 2022 through February 2027.Governance

~~The~~Our ~~Company~~Board ~~leases~~of ~~two~~Directors ~~frozen~~has ~~novelties~~delegated ~~warehouse~~oversight ~~facilities~~responsibilities infor ~~Lancaster,~~enterprise ~~California~~risk, ~~totaling~~including 23cybersecurity risk,~~000~~ ~~square~~to ~~feet~~the Audit Committee. ~~These~~The ~~properties~~Chief ~~are~~Information ~~leased~~Officer ~~through~~(“CIO”) ~~March~~and ~~2026~~Chief Information Security Officer (“CISO”) provide periodic updates to the Audit Committee regarding the Company's cybersecurity risk management program. The Company has a cybersecurity incident response plan that includes a process to evaluate cybersecurity incidents for materiality. The escalation protocol includes reporting potentially material cybersecurity incidents to senior members of management for further evaluation. Any cybersecurity incident determined to have a material impact on the Company is timely reported to the Audit Committee.

The ~~Company~~CISO ~~also~~has ~~leases~~primary ~~approximately~~responsibility ~~170~~for ~~smaller~~the ~~warehouse~~development, operation, and ~~distribution~~maintenance ~~facilities~~of our cybersecurity risk management program. Our CISO has 25 years of experience in 44information ~~states,~~technology ~~Mexico~~and cybersecurity generally, ~~Canada~~which has been gained from a combination of education, ~~Australia~~including relevant degrees, and ~~China~~prior work experience.

~~The~~Item ~~Company leases a 117,000 square foot cold storage facility in Terrell, Texas which is leased through November 2043~~2. Properties

Item 3. Legal Proceedings

Location	Reporting Segment	Facility Type	Products Manufactured	Owned Square Footage	Leased Square Footage	Total Square Footage
Pennsauken, NJ	Food Service/Retail Supermarket	Manufacturing	Soft Pretzels, Churros, Bakery Products	70,000	-	70,000
Pennsauken, NJ	Food Service/Retail Supermarket	Warehousing/Distribution	N/A	171,000	-	171,000
Mt. Laurel, NJ	Food Service/Retail Supermarket	Office	N/A	-	30,000	30,000
Bellmawr, NJ	Food Service/Retail Supermarket	Manufacturing	Soft Pretzels, Bakery Products	150,000	-	150,000
Vernon, CA	Food Service	Manufacturing	Soft Pretzels, Churros, Bakery Products	-	107,000	107,000
Vernon, CA	Food Service	Warehousing/Distribution	N/A	-	30,000	30,000
Vernon, CA	Food Service	Office/Warehousing	N/A	-	80,000	80,000
Brooklyn, NY	Food Service	Manufacturing	Soft Pretzels	-	20,000	20,000
Colton, CA	Food Service	Manufacturing	Churros, Bakery Products	-	45,000	45,000
Atlanta, GA	Food Service/Retail Supermarket	Manufacturing	Bakery Products	-	85,000	85,000
Rock Island, IL	Food Service	Manufacturing	Bakery Products	-	129,000	129,000
Scranton, PA	Food Service/Retail Supermarket	Manufacturing	Frozen Novelties	46,000	-	46,000
Scranton, PA	Food Service/Retail Supermarket	Warehousing	N/A	42,000	-	42,000
Hatfield, PA	Food Service	Manufacturing	Soft Pretzels	-	29,600	29,600
Carrollton, TX	Food Service	Manufacturing	Soft Pretzels	-	48,000	48,000
Carrollton, TX	Food Service	Warehousing	N/A	-	6,500	6,500
Bridgeport, NJ	Food Service	Manufacturing	Bakery Products	-	133,000	133,000
Moscow Mills, MO	Food Service	Manufacturing	Bakery Products	165,000	-	165,000
Holly Ridge, NC	Food Service/Retail Supermarket	Manufacturing	Handheld Products	84,000	-	84,000
Weston, OR	Food Service/Retail Supermarket	Manufacturing	Handheld Products	-	70,000	70,000
Weston, OR	Food Service/Retail Supermarket	Warehousing	N/A	-	11,300	11,300
Paducah, KY	Food Service	Manufacturing	Frozen Novelties	183,000	-	183,000
Paducah, KY	Food Service	Office	N/A	-	34,000	34,000
Lancaster, CA	Food Service	Warehousing	N/A	-	-	-
Tampa, FL	Retail Supermarket	Manufacturing	Frozen Novelties	-	67,000	67,000
LaVergne, TN	Frozen Beverages	Office	N/A	-	84,000	84,000
Terrell, TX	Food Service/Retail Supermarket	Warehousing	N/A	-	117,000	117,000
Woolwich, NJ	Food Service/Retail Supermarket	Warehousing	N/A	-	201,000	201,000
Glendale, AZ	Food Service/Retail Supermarket	Warehousing	N/A	-	87,000	87,000
				911,000	1,414,400	2,325,400

The Company has no material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the Company or any of its subsidiaries is a party or of which any of their property is subject.17

~~Item~~The 4.Company ~~Mine~~also ~~Safety~~leases ~~Disclosures~~approximately 172 smaller warehouse and distribution facilities in 45 states, Mexico, Canada, Australia, and China.

~~Not~~Item ~~Applicable~~3. Legal Proceedings

~~PART~~The IICompany has no material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the Company or any of its subsidiaries is a party or of which any of their property is subject.

Item 54. ~~Market~~Mine ~~For~~Safety ~~Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities~~Disclosures

~~The~~Not ~~Company’s common stock is traded on the NASDAQ Global Select Market under the symbol “JJSF.”~~Applicable

AsPART ~~of September 30, 2023, we had approximately 75 stockholders of record of our common stock.~~II

WeItem ~~did~~5. ~~not~~Market ~~purchase~~For ~~any~~Registrant’s ~~shares~~Common ~~of our common stock in our fiscal fourth quarter~~Equity, ~~and~~Related noStockholder ~~shares~~Matters ~~were~~And ~~withheld~~Issuer inPurchases ~~our~~Of ~~fiscal~~Equity ~~fourth quarter to cover taxes associated with the vesting of certain restricted stock units held by officers and employees.~~Securities

AThe ~~plan~~Company’s tocommon ~~purchase~~stock ~~500,000~~is ~~shares~~traded ~~was announced~~ on ~~August~~the 4,NASDAQ ~~2017~~Global ~~with~~Select noMarket ~~expiration date. 318,858 shares remain to be purchased~~ under ~~this~~the ~~plan~~symbol “JJSF.”

15As of September 28, 2024, we had approximately 71 stockholders of record of our common stock.

~~For~~We ~~information~~did onnot ~~the~~purchase ~~Company’s~~any ~~Equity~~shares ~~Compensation~~of ~~Plans~~our common stock in our fiscal fourth quarter, ~~please~~and ~~see~~no ~~Item~~shares 12were ~~herein~~withheld in our fiscal fourth quarter to cover taxes associated with the vesting of certain restricted stock units held by officers and employees.

~~The~~A ~~following~~plan ~~graph~~to ~~shows~~purchase a500,000 ~~five-year~~shares ~~comparison~~was ofannounced ~~cumulative~~on ~~total~~August ~~returns for our stock~~4, ~~the~~2017 ~~Nasdaq~~with ~~Composite~~no ~~Index~~expiration ~~and~~date. ~~our peer group~~318,858 ~~the~~shares ~~Standard~~remain &available ~~Poor’s~~to ~~(“S&P”)~~be ~~Packaged~~purchased ~~Foods~~under &this ~~Meats Index~~plan.

~~Item~~For 6.information [on ~~RESERVED~~the ]Company’s Equity Compensation Plans, please see Item 12 herein.

~~Item 7. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations~~18

~~Objective~~The following graph shows a five-year comparison of cumulative total returns for our stock, the Nasdaq Composite Index and our peer group, the Standard & Poor’s (“S&P”) Packaged Foods & Meats Index.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide a reader of our financial statements with a narrative 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 Item ~~8 of this Form 10-K~~6. ~~Refer~~[ toRESERVED the Company’s Annual Report on Form 10-K for the fiscal year ended September 24, 2022 for additional information related to the discussion and analysis of our financial condition and results of operations for the fiscal year ended September 24, 2022 compared to the fiscal year ended September 25, 2021.]

16Item 7. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

~~Business Overview~~Objective

~~The~~This ~~Company~~Management’s ~~manufactures~~Discussion ~~snack~~and ~~foods~~Analysis ~~and~~of ~~distributes~~Financial ~~frozen~~Condition ~~beverages~~and ~~which~~Results itof ~~markets~~Operations ~~nationally~~(“MD&A”) is intended to ~~the~~provide ~~foodservice~~a ~~and~~reader ~~retail~~of ~~supermarket~~our ~~industries.~~financial ~~The~~statements ~~Company’s~~with ~~principal~~a ~~snack~~narrative ~~food~~from ~~products~~the ~~are~~perspective ~~soft~~of ~~pretzels,~~our ~~frozen~~management ~~novelties~~regarding our financial condition and results of operations, ~~churros~~liquidity and ~~bakery~~certain ~~products.~~other Wefactors ~~are~~that ~~the~~may ~~largest~~affect ~~manufacturer~~our offuture ~~soft~~results. ~~pretzels~~The following discussion should be read in conjunction with the ~~United~~consolidated ~~States.~~financial ~~Other~~statements ~~snack~~and ~~food~~accompanying ~~products~~notes ~~include~~included ~~funnel~~in ~~cake~~Item ~~and~~8 ~~handheld~~of ~~products~~this Form 10-K. ~~The~~Refer to the Company’s ~~principal~~Annual ~~frozen~~Report ~~beverage~~on ~~products~~Form ~~are~~10-K for the ~~ICEE~~fiscal ~~brand~~year ~~frozen~~ended ~~carbonated~~September ~~beverage~~30, 2023 for additional information related to the discussion and analysis of our financial condition and results of operations for the ~~SLUSH~~fiscal ~~PUPPIE~~year ~~brand~~ended ~~frozen~~September ~~non-carbonated~~30, ~~beverage~~2023 compared to the fiscal year ended September 24, 2022.

Business ~~Trends~~Overview

~~COVID~~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 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-19carbonated beverage.

~~Dating~~The ~~back~~Company’s ~~to the onset of the COVID-19 pandemic in fiscal 2020, the effects of COVID-19 on consumer behavior have impacted the relevant demand for our~~ Food Service, ~~Retail,~~ and Frozen ~~Beverage~~Beverages ~~segments.~~sales Inare ~~fiscal~~made ~~2020,~~primarily weto ~~saw~~foodservice acustomers ~~shift~~including insnack ~~demand~~bar ~~towards~~and ~~increased at-home~~ food ~~consumption,~~stand ~~which~~locations ~~benefited~~in ~~our~~leading ~~Retail segment~~chain, ~~and away from in-restaurant dining~~department, ~~and experience driven activities~~discount, ~~which~~warehouse ~~negatively~~club ~~impacted~~and ~~our~~convenience ~~Food~~stores; ~~Service~~malls and ~~Frozen~~shopping ~~Beverage~~centers; ~~segments.~~fast ~~This~~food ~~shift~~and incasual ~~demand~~dining ~~proved~~restaurants; ~~inconsistent~~stadiums and ~~volatile~~sports ~~over~~arenas; ~~the~~leisure ~~course~~and oftheme ~~the~~parks; ~~pandemic.~~movie Intheatres; ~~fiscal~~independent ~~2021~~retailers; and ~~fiscal 2022~~schools, ascolleges ~~part~~and ofother ~~the~~institutions. ~~pandemic~~The ~~economy~~Company’s ~~that~~retail ~~impacted~~supermarket ~~our~~customers ~~operations~~are ~~opened,~~primarily ~~sales~~supermarket ~~in our Food Service and Frozen Beverages segments improved~~chains.

~~The~~Business ~~aforementioned~~Trends ~~shift,~~ and overall volatility in demand, has had a significant impact on the operating results of each of our three segments over the past three fiscal years. Additional impacts from the pandemic have caused us to experience higher hourly wage rates paid to our front-line employees, increased costs for personal protective equipment, increased complexity and uncertainty around production planning and forecasting, and overall lower levels of efficiency in our production and distribution network, all of which has unfavorably impacted our operating results. In fiscal 2023, our operating environment became more predictable and stable, and the majority of the volatility and shifts in demand that had been more present in fiscal 2021 and 2022, somewhat subsided.Strategy

~~Inflation~~Our results are impacted by macroeconomic and demographic trends and changes in consumer behavior. The U.S. economy has experienced economic volatility and uncertainty in recent years, which has had, and we expect might continue to have, an impact on consumer behavior. Consumer spending may continue to be impacted by levels of discretionary income and the impact of that on the consumer’s decision making around their purchases. In addition, inflation continues to impact our business, and fluctuating raw material input costs may continue to impact the costs of our products.

WeTo ~~continued~~help tocombat ~~experience~~these ~~cost~~potential ~~inflation through fiscal 2023~~headwinds, ~~although~~we ~~the~~strategically ~~impact~~look ~~was significantly less than it had been in fiscal 2022, primarily tied~~ to aimprove ~~smaller~~our ~~group~~operational ofefficiencies ~~raw materials~~ and ~~packaging~~margins, ~~and~~as ~~materially~~well ~~offset~~expand byour ~~the~~growth ~~benefit~~opportunities ofacross ~~the pricing actions that had been taken in fiscal 2022. The inflationary cost environment we experienced during fiscal 2022 resulted in significantly higher input costs for~~ our ~~business.~~various ~~During~~channels ~~fiscal 2022, we experienced unprecedented inflationary pressures on commodities such as flour, oils, eggs, meats~~ and ~~dairy, in addition to notably higher costs for packaging, freight and warehousing, and labor~~customers. ToSome ~~help~~recent ~~offset~~examples ~~these cost headwinds, we implemented a series~~ of ~~pricing~~implementing ~~actions~~these ~~throughout~~strategies ~~fiscal 2022.~~include:

~~Fiscal~~● ~~Period~~Our recently completed strategic supply chain transformation in which we opened three regional distribution centers which is projected to drive significant cost reductions around warehousing and distribution costs.

● The ~~Company’s~~recent ~~fiscal~~addition ~~year is the 52- or 53- week period that ends on the last Saturday~~ of ~~September.~~six Annew ~~additional~~production ~~week~~lines iswhich ~~included~~has insignificantly ~~the~~expanded ~~last~~upon ~~fiscal~~our ~~quarter~~capacity ~~every~~and ~~five~~allowed orus ~~six years~~ to ~~realign~~meet ~~the~~growth ~~Company’s~~opportunities ~~fiscal~~across ~~quarters~~our ~~with~~core ~~calendar~~products ~~quarters,~~such ~~which~~as ~~occurred in the Company’s fourth quarter of fiscal 2023. The Company’s fiscal year 2023 spanned 53 weeks~~pretzels, ~~whereas~~churros ~~fiscal years 2022~~ and ~~2021~~frozen ~~spanned 52 weeks each~~novelties.

17● Implementation of a new ERP system in fiscal 2022 which has helped to create efficiencies and streamline internal processes.

~~RESULTS~~● OFMany ~~OPERATIONS:~~examples of successful cross-selling and leveraging our brands across customer channels, including our recent expansion of the breadth and depth of our Dippin’ Dots brand across the theater channel, as well as looking to penetrate that brand into the retail market.

~~Fiscal~~● ~~Year~~Further ~~2023~~expansion ~~(53~~of ~~weeks)~~our ~~Compared~~SuperPretzel tobrand ~~Fiscal~~across ~~Year~~the ~~2022~~retail ~~(52~~market ~~weeks)~~through the launch of Bavarian Sticks.

~~Results~~● Our fiscal year 2023 rollout of ~~Consolidated~~our ~~Operations~~new Hola! Churros brand.

~~The~~● ~~following~~Our ~~discussion~~recent ~~provides a review of results for the~~ fiscal year ~~ended~~2024 ~~September~~acquisition ~~30,~~of ~~2023 as compared with the fiscal year ended September 24, 2022.~~Thinsters

Summary of Results	Fiscal year ended
	September 30,			September 24,
	2023			2022
	(53 weeks)			(52 weeks)			% Change
	(in thousands)
Net Sales	$	1,558,829		$	1,380,656			12.9	%
Cost of goods sold		1,088,964			1,011,014			7.7	%
Gross Profit		469,865			369,642			27.1	%
Operating expenses
Marketing		110,258			91,636			20.3	%
Distribution		172,804			159,637			8.2	%
Administrative		75,425			55,189			36.7	%
Intangible asset impairment charges		1,678			1,010
Other general expense		182			371			(50.9	)%
Total Operating Expenses		360,347			307,843			17.1	%
Operating Income		109,518			61,799			77.2	%
Other income (expense)
Investment income		2,743			980			179.9	%
Interest expense		(4,747	)		(1,025	)		363.1	%
Earnings before income taxes		107,514			61,754			74.1	%
Income tax expense		28,608			14,519			97.0	%
NET EARNINGS	$	78,906		$	47,235			67.0	%

Fiscal Period

Comparisons as a Percentage of Net Sales	Fiscal year ended
	September 30,			September 24,
	2023			2022			Basis Pt Chg
Gross profit		30.1	%		26.8	%		330
Marketing		7.1	%		6.6	%		50
Distribution		11.1	%		11.6	%		(50	)
Administrative		4.8	%		4.0	%		80
Operating income		7.0	%		4.5	%		250
Earnings before income taxes		6.9	%		4.5	%		240
Net earnings		5.1	%		3.4	%		170

The Company’s fiscal year is the 52- or 53- week period that ends on the last Saturday of September. An additional week is included in the last fiscal quarter every five or six years to realign the Company’s fiscal quarters with calendar quarters, which occurred in the Company’s fourth quarter of fiscal 2023. The Company’s fiscal years 2024 and 2022 spanned 52 weeks each, whereas fiscal year 2023 spanned 53 weeks.

1820

~~NET~~RESULTS ~~SALES~~OF OPERATIONS:

~~Net~~Fiscal ~~sales~~Year ~~increased~~2024 by(52 ~~$178.2~~weeks) ~~million,~~Compared ~~or 13%,~~ to ~~$1,558.8 million in fiscal 2023.~~ Fiscal ~~2023~~Year net sales include $96.0 million of net sales from Dippin’ Dots, an increase of $62.2 million from prior fiscal year with the increase primarily attributable to the timing of the acquisition in prior year results. Organic sales growth 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. The organic sales growth was largely driven by improved marketing, new customers, additional product placement, as well as the benefit of our pricing actions that had been taken throughout fiscal 2022. To a lesser extent, fiscal 2023 ~~net~~(53 ~~sales were benefited by the extra week in the fiscal year.~~weeks)

~~GROSS~~Results ~~PROFIT~~of Consolidated Operations

~~Gross profit increased by $100.2 million, or 27%, to $469.9 million in fiscal 2023. Gross profit as a percentage of sales increased to 30.1% in fiscal 2023 from 26.8% in fiscal 2022.~~ The ~~increase~~following indiscussion ~~gross~~provides ~~profit as~~ a ~~percentage~~review of ~~sales~~results ~~was~~for ~~driven by enhanced production efficiencies and~~ the ~~benefit of our~~ fiscal ~~2022~~year ~~pricing~~ended ~~actions~~September ~~and~~28, a2024 ~~better~~as ~~product~~compared ~~mix, along~~ with the ~~stabilization of inflationary pressures on the back of historic highs in~~ fiscal ~~2022.~~year ~~The~~ended ~~cost~~September ~~of key ingredients including flour~~30, oils, dairy and meats either declined, or remained materially flat, though double-digit increases were seen in sugar/sweeteners and mixes, which continued to negatively impact margins on certain products including frozen novelties and churros2023.

OPERATING EXPENSES

Summary of Results	Fiscal year ended
	September 28,			September 30,
	2024			2023
	(52 weeks)			(53 weeks)			% Change
	(in thousands)

Net Sales	$	1,574,755		$	1,558,829			1.0	%

Cost of goods sold		1,088,630			1,088,964			0.0	%
Gross Profit		486,125			469,865			3.5	%

Operating expenses
Marketing		118,805			110,258			7.8	%
Distribution		175,601			172,804			1.6	%
Administrative		74,771			75,425			(0.9	)%
Intangible asset impairment charges		-			1,678
Other general expense		(597	)		182			(428.0	)%
Total Operating Expenses		368,580			360,347			2.3	%

Operating Income		117,545			109,518			7.3	%

Other income (expense)
Investment income		3,228			2,743			17.7	%
Interest expense		(1,826	)		(4,747	)		(61.5	)%

Earnings before income taxes		118,947			107,514			10.6	%

Income tax expense		32,396			28,608			13.2	%

NET EARNINGS	$	86,551		$	78,906			9.7	%

Total operating expenses increased by $52.5 million, or 17%, to $360.3 million in fiscal 2023 and increased as a percentage of sales to 23.1% in fiscal 2023 compared with 22.3% in fiscal 2022. The increase reflects the impact of inflationary pressures across the majority of our cost line items including industry-wide freight and distribution cost increases and wage increases that more heavily impacted the Company’s comparative results in the first and second fiscal quarters, offset somewhat by the benefits seen from our strategic initiatives to improve logistics management and increase efficiency across our distribution network and supply chain. The increase also reflects the full year impact of a higher expense Dippin’ Dots business in fiscal 2023 results.

Comparisons as a Percentage of Net Sales	Fiscal year ended
	September 28,			September 30,
	2024			2023			Basis Pt Chg
Gross profit		30.9	%		30.1	%		80
Marketing		7.5	%		7.1	%		40
Distribution		11.2	%		11.1	%		10
Administrative		4.7	%		4.8	%		(10	)
Operating income		7.5	%		7.0	%		50
Earnings before income taxes		7.6	%		6.9	%		70
Net earnings		5.5	%		5.1	%		40

~~Operating~~NET expenses included intangible asset impairment charges of $1.7 million in fiscal 2023 and $1.0 million in fiscal 2022. As a percentage of sales, marketing and selling expenses as a percentage of sales increased from 6.6% in fiscal 2022 to 7.1% in fiscal 2023, with the increase driven by the additional investment in marketing spend associated with new product launches and the promotion of our core brands. Distribution expenses as a percentage of sales decreased to 11.1% in fiscal 2023 from 11.6% in fiscal 2022, with the decrease driven by the benefits of our strategic initiatives to improve logistics management and increase efficiency across our distribution network and supply chain. Administrative expenses as a percentage of sales increased from 4.0% in fiscal 2022 to 4.8% in fiscal 2023, with the increase largely attributable to higher performance-based bonus payments and continued investments in capability.SALES

~~OTHER~~Net ~~INCOME~~sales ~~AND~~increased ~~EXPENSE~~by $15.9 million, or 1%, to $1,574.8 million in fiscal 2024. Despite the headwind of the comparative extra week in fiscal 2023, organic sales growth was driven by growth across all three of the Company’s business segments. The organic sales growth was largely driven by improved marketing, new customers, and additional product placement.

~~Investment income increased by $1.8 million, or 180%, to $2.7 million in fiscal 2023 due to the improving interest rate environment in fiscal 2023.~~21

~~Interest~~GROSS ~~expense increased by $3.7 million, or 363%, to $4.7 million in fiscal 2023 due to the Company’s outstanding borrowings under the Amended Credit Agreement.~~PROFIT

~~INCOME~~Gross ~~TAX~~profit ~~EXPENSE~~increased by $16.3 million, or 4%, to $486.1 million in fiscal 2024. Gross profit as a percentage of sales increased to 30.9% in fiscal 2024 from 30.1% in fiscal 2023. The increase in gross profit as a percentage of sales was driven by enhanced production efficiencies and a better product mix, along with the continued stabilization of inflationary pressures. The cost of key ingredients including flour, oils, cheese and dairy, mixes and eggs either declined, or remained materially flat, though some increases were seen in certain ingredients, with the largest being cocoa, and to a lesser extent, sugar/sweeteners, and meats. The increases in cocoa negatively impact margins on certain products, the largest being baked goods.

~~Our~~OPERATING ~~effective tax rate in fiscal 2023 was 26.6%. Our effective tax rate in fiscal 2022 year was 23.5%.~~EXPENSES

~~NET~~Total ~~EARNINGS~~operating expenses increased by $8.2 million, or 2%, to $368.6 million in fiscal 2024 and increased as a percentage of sales to 23.4% in fiscal 2024 compared with 23.1% in fiscal 2023. The slight increase was primarily related to the higher marketing expenses to support our new product launches, along with incremental licensing fees on new churro business during the fiscal year.

~~Net~~Operating ~~earnings~~expenses ~~increased~~included intangible asset impairment charges of $311.7 million in fiscal 2023, orwith ~~67%~~no such charges incurred in fiscal 2024. As a percentage of sales, marketing and selling expenses as a percentage of sales increased from 7.1% in fiscal 2023 to ~~$78~~7.95% ~~million~~in fiscal 2024, orwith ~~$4.08~~the ~~per~~increase ~~diluted~~driven ~~share~~by the additional investment in marketing spend associated with new product launches and the promotion of our core brands, ~~from~~along ~~$47~~with the incremental licensing fees on new churro business during the fiscal year.2 ~~million~~Distribution orexpenses $as a percentage of sales increased slightly to 11.2% in fiscal 2024 from 11.461% ~~per~~in ~~diluted~~fiscal ~~share,~~2023. Some decreases in distribution expenses driven by the benefits of our strategic initiatives to improve logistics management and increase efficiency across our distribution network and supply chain were more than offset by approximately $5 million of non-recurring start-up costs related to the opening of two additional regional distribution centers in fiscal ~~2022~~2024. Administrative expenses as a ~~result~~percentage of sales decreased slightly from 4.8% in fiscal 2023 to 4.7% in fiscal 2024, with the ~~aforementioned~~decrease ~~items~~largely attributable to improved management of expenses, and leverage from higher sales.

~~There~~OTHER ~~are~~INCOME ~~many~~AND factors which can impact our net earnings from year to year, 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.EXPENSE

~~Results~~Investment ofincome ~~Operations~~increased -by ~~Segments~~$0.5 million, or 18%, to $3.2 million in fiscal 2024 due to higher average cash balances and higher interest rates on foreign cash balances.

WeInterest ~~have~~expense ~~three~~decreased ~~reportable~~by ~~segments~~$2.9 million, asor ~~disclosed~~62%, to $1.8 million in ~~the~~fiscal ~~accompanying~~2024 ~~notes~~due to the ~~consolidated~~reduction ~~financial~~in ~~statements:~~the ~~Food~~Company’s ~~Service,~~average ~~Retail~~outstanding ~~Supermarkets~~borrowings ~~and~~under ~~Frozen~~the ~~Beverages~~Amended Credit Agreement throughout the fiscal year.

~~The~~INCOME ~~Chief~~TAX 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 the 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.EXPENSE

19Our effective tax rate in fiscal 2024 was 27.2%. Our effective tax rate in fiscal 2023 was 26.6%. The slight increase between periods was primarily attributable to a slightly higher blended state tax rate.

~~The~~NET ~~following table is a summary of sales and operating income, which is how we measure segment profit.~~EARNINGS

	Fiscal year ended
	September 30,		September 24,
	2023		2022
	(53 weeks)		(52 weeks)		% Change
	(in thousands)
Net Sales
Food Service	$	981,840	$	872,687		12.5	%
Retail Supermarket		215,428		197,943		8.8	%
Frozen Beverages		361,561		310,026		16.6	%
Total Sales	$	1,558,829	$	1,380,656		12.9	%

Net earnings increased $7.6 million, or 10%, in fiscal 2024 to $86.6 million, or $4.45 per diluted share, from $78.9 million or $4.08 per diluted share, in fiscal 2023 as a result of the aforementioned items.

	Fiscal year ended
	September 30,		September 24,
	2023		2022
	(53 weeks)		(52 weeks)		% Change
	(in thousands)
Operating Income
Food Service	$	49,778	$	18,512		168.9	%
Retail Supermarket		9,375		9,487		(1.2	)%
Frozen Beverages		50,365		33,800		49.0	%
Total Operating Income	$	109,518	$	61,799		77.2	%

~~FOOD~~There ~~SERVICE~~are ~~SEGMENT~~many ~~RESULTS~~factors which can impact our net earnings from year to year, 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.

	Fiscal year ended
	September 30,		September 24,
	2023		2022
	(53 weeks)		(52 weeks)		% Change
	(in thousands)
Food Service Sales to External Customers
Soft pretzels	$	235,572	$	205,752		14.5	%
Frozen novelties		145,425		78,183		86.0	%
Churros		108,927		88,242		23.4	%
Handhelds		82,292		92,130		(10.7	)%
Bakery		378,149		381,526		(0.9	)%
Other		31,475		26,854		17.2	%
Total Food Service	$	981,840	$	872,687		12.5	%
Food Service Operating Income	$	49,778	$	18,512		168.9	%

Results of Operations – Segments

~~Sales~~We tohave ~~food~~three ~~service~~reportable ~~customers increased $109.2 million~~segments, oras ~~13%,~~disclosed ~~to $981.8 million~~ in ~~fiscal 2023, which included an increase of $62.2 million in sales from Dippin’ Dots. Soft pretzel sales to~~ the ~~food~~accompanying ~~service~~notes ~~market increased 14%~~ to ~~$235.6 million for~~ the ~~year,~~consolidated ~~led~~financial bystatements: ~~the~~Food ~~continued increase in sales of our core pretzel products. Frozen novelties sales increased $67.2 million~~Service, orRetail ~~86%,~~Supermarkets to $145.4 million for the year, with the increase largely driven by incremental Dippin’ Dots sales during fiscal 2023. Churro sales to food service customers were up 23% to $108.9 million for the year led by customer expansion and ~~growing~~Frozen ~~menu penetration~~Beverages. Sales of bakery products decreased $3.4 million, or 1%, to $378.1 million for the year, with the decrease attributable to the rationalization of certain lower margin Stock Keeping Units (“SKU”)’s. Handheld sales to food service customers decreased 11% to $82.3 million in fiscal 2023, with the decrease largely attributable to pricing declines related to the contractual pricing true-up of costing on certain raw material ingredients, as well as some volume declines amongst certain customers in the product category. Sales of funnel cake increased $4.6 million, or 17%, to $31.5 million.

~~Sales~~The ofChief ~~new~~Operating ~~products~~Decision Maker for Food Service, Retail Supermarkets and Frozen Beverages reviews monthly detailed operating income statements and sales reports in ~~the~~order ~~first~~to ~~twelve~~assess ~~months~~performance ~~since~~and ~~their~~allocate ~~introduction~~resources ~~were~~to ~~approximately~~each $0individual segment.3 ~~million~~Sales ~~for~~and ~~the~~operating ~~fiscal~~income ~~year.~~are ~~The~~the ~~benefit~~key ofvariables monitored by the ~~wrap~~Chief ofOperating ~~prior~~Decision ~~year~~Maker ~~price~~and ~~increases~~management ~~favorably~~when ~~impacted~~determining ~~sales~~each insegment’s and the ~~fiscal~~Company’s ~~year~~financial condition and operating performance. In addition, the Chief Operating Decision Maker reviews and ~~more~~evaluates ~~than~~depreciation, ~~offset~~capital ~~some~~spending ~~volume~~and ~~declines~~assets ~~seen~~of ineach ~~certain~~segment ~~product~~on ~~categories~~a quarterly basis to monitor cash flow and asset needs of each segment.

~~Operating~~The ~~income~~following intable ~~our~~is ~~Food~~a ~~Service~~summary ~~segment~~of ~~increased~~sales ~~from~~and ~~$18.5~~operating ~~million in fiscal 2022 to $49.8 million in fiscal 2023~~income, ~~largely~~which ~~driven~~is byhow ~~the~~we ~~benefit~~measure ~~seen~~segment ~~from the incremental Dippin’ Dots sales, as well as by improved gross margin performance and improving distribution expenses~~profit.

	Fiscal year ended
	September 28,		September 30,
	2024		2023
	(52 weeks)		(53 weeks)		% Change
	(in thousands)
Net Sales
Food Service	$	985,195	$	981,840		0.3	%
Retail Supermarket		221,308		215,428		2.7	%
Frozen Beverages		368,252		361,561		1.9	%
Total Sales	$	1,574,755	$	1,558,829		1.0	%

RETAIL SUPERMARKETS SEGMENT RESULTS

	Fiscal year ended
	September 28,		September 30,
	2024		2023
	(52 weeks)		(53 weeks)		% Change
	(in thousands)

Operating Income
Food Service	$	49,454	$	49,778		(0.7	)%
Retail Supermarket		16,632		9,375		77.4	%
Frozen Beverages		51,459		50,365		2.2	%
Total Operating Income	$	117,545	$	109,518		7.3	%

	Fiscal year ended
	September 30,			September 24,
	2023			2022
	(53 weeks)			(52 weeks)			% Change
	(in thousands)
Retail Supermarket Sales to External Customers
Soft pretzels	$	60,272		$	61,925			(2.7	)%
Frozen novelties		115,807			108,911			6.3	%
Biscuits		25,074			24,695			1.5	%
Handhelds		16,655			5,640			195.3	%
Coupon redemption		(2,561	)		(3,713	)		(31.0	)%
Other		181			485			(62.7	)%
Total Retail Supermarket	$	215,428		$	197,943			8.8	%
Retail Supermarket Operating Income	$	9,375		$	9,487			(1.2	)%

~~Sales~~FOOD ofSERVICE ~~products~~SEGMENT to retail supermarkets increased $17.5 million, or 9%, to $215.4 million in fiscal year 2023. Soft pretzel sales to retail supermarkets were $60.3 million, a decrease of $1.7 million, or 3%, from sales in fiscal 2022. Soft pretzel sales to retail supermarkets were impacted by a softer consumer environment as retailers and grocery chains reported lower traffic in stores and smaller baskets at certain points during fiscal 2023. Sales of frozen novelties increased $6.9 million, or 6%, to $115.8 million in fiscal 2023. Sales of biscuits and dumplings increased 2% to $25.1 million in fiscal 2023. Handheld sales to retail supermarket customers increased 195% to $16.7 million in fiscal 2023, with the increase largely driven by expansion with a major retailer.RESULTS

Sales of new products in the first twelve months since their introduction in retail supermarkets were approximately $0.6 million in fiscal 2023. Operating income in our Retail Supermarkets segment remained relatively flat in fiscal 2023 as compared with fiscal 2022, with a decrease of $0.1 million, or 1%. The relatively comparative flat operating income was the result of gross margin challenges earlier in fiscal 2023 due to higher promotions and allowances, as well as inflationary pressures on raw material costs, offset by stronger comparative performance in the fiscal third and fourth quarters of 2023, largely driven by improved gross margin and lower distribution expenses.

	Fiscal year ended
	September 28,		September 30,
	2024		2023
	(52 weeks)		(53 weeks)		% Change
	(in thousands)

Food Service Sales to External Customers
Soft pretzels	$	222,237	$	235,572		(5.7	)%
Frozen novelties		147,995		145,425		1.8	%
Churros		114,306		108,927		4.9	%
Handhelds		86,053		82,292		4.6	%
Bakery		387,129		378,149		2.4	%
Other		27,475		31,475		(12.7	)%
Total Food Service	$	985,195	$	981,840		0.3	%

Food Service Operating Income	$	49,454	$	49,778		(0.7	)%

~~FROZEN~~Sales ~~BEVERAGES~~to ~~SEGMENT~~food ~~RESULTS~~service customers increased $3.4 million, or 0.3%, to $985.2 million in fiscal 2024. Soft pretzel sales to the food service market decreased 6% to $222.2 million for the year, with the decrease attributable to soft consumer spending in key channels, as well as the impact of the additional week in fiscal 2023. Frozen novelties sales increased $2.6 million, or 2%, to $148.0 million for the year, with a strong fiscal year performance seen across multiple brands within our frozen novelties portfolio despite the soft channel performance in amusement and convenience, which are key sales venues for Dippin’ Dots. Churro sales to food service customers were up 5% to $114.3 million for the year led by customer expansion and growing menu penetration. Sales of bakery products increased $9.0 million, or 2%, to $387.1 million for the year, with the increase attributable to contractual pricing true-up on costing on certain raw material ingredients, as well as, some volume increases amongst certain customers in the product category. Handheld sales to food service customers increased 5% to $86.1 million in fiscal 2024, with the increase largely attributable to pricing increases related to the contractual pricing true-up of costing on certain raw material ingredients, as well as some volume increases amongst certain customers in the product category.

	Fiscal year ended
	September 30,		September 24,
	2023		2022
	(53 weeks)		(52 weeks)		% Change
	(in thousands)
Frozen Beverages
Beverages	$	224,655	$	184,063		22.1	%
Repair and maintenance service		95,941		89,840		6.8	%
Machines revenue		37,933		33,601		12.9	%
Other		3,032		2,522		20.2	%
Total Frozen Beverages	$	361,561	$	310,026		16.6	%
Frozen Beverages Operating Income	$	50,365	$	33,800		49.0	%

Sales of new products in the first twelve months since their introduction were approximately $24.7 million for the fiscal year, driven primarily by the addition of churros to the menu of a major QSR customer. The benefit of the wrap of prior year price increases, as well as some current year contractual pricing true-up of costing on certain raw material ingredients had a slight favorable impact on sales in the fiscal year, and more than offset some very slight volume declines that were primarily attributable to the additional week in fiscal 2023.

~~Total~~Operating ~~frozen~~income ~~beverage~~in ~~segment~~our ~~sales~~Food ~~increased~~Service ~~$51.5~~segment ~~million~~remained orrelatively ~~17%~~flat, towith ~~$361.6~~a ~~million~~slight indecrease ~~fiscal~~from ~~2023. Beverage sales increased 22%, or~~ $4049.68 million, in fiscal 2023. Gallon sales increased 10% from the prior fiscal year. The increase in gallon sales reflects the strong momentum in theaters, along with continued growth in amusement parks, convenience, restaurants, and retail venues. Service revenue increased 7% to $9549.95 million in fiscal ~~2023~~2024, ~~and~~driven ~~machines~~by ~~revenue,~~the ~~primarily~~impact ~~sales~~ of ~~frozen~~the ~~beverage~~additional ~~machines,~~week ~~increased from $33.6 million~~ in fiscal ~~2022 to $37.9 million in fiscal~~ 2023 ~~due~~offsetting tosome ~~growing~~slight ~~installations~~improved ~~with~~gross ~~new~~margin ~~customers~~performance.

~~The estimated number of Company-owned frozen beverage dispensers was 23,000 and 22,000 at September 30, 2023 and September~~ 24, 2022, respectively. Operating income in our Frozen Beverage segment increased 49%, or $16.6 million, in fiscal 2023, with the increase primarily a result of higher beverage sales volume which drove leverage across the business.

21RETAIL SUPERMARKETS SEGMENT RESULTS

RESULTS OF OPERATIONS:

	Fiscal year ended
	September 28,			September 30,
	2024			2023
	(52 weeks)			(53 weeks)			% Change
	(in thousands)

Retail Supermarket Sales to External Customers
Soft pretzels	$	61,744		$	60,272			2.4	%
Frozen novelties		112,192			115,807			(3.1	)%
Biscuits		24,229			25,074			(3.4	)%
Handhelds		26,253			16,655			57.6	%
Coupon redemption		(3,162	)		(2,561	)		23.5	%
Other		52			181			(71.3	)%
Total Retail Supermarket	$	221,308		$	215,428			2.7	%

Retail Supermarket Operating Income	$	16,632		$	9,375			77.4	%

~~Fiscal~~Sales ~~Year~~of ~~2022~~products ~~(52~~to ~~weeks)~~retail ~~Compared~~supermarkets increased $5.9 million, or 3%, to ~~Fiscal~~$221.3 ~~Year~~million ~~2021~~in ~~(52~~fiscal ~~weeks)~~year 2024. Soft pretzel sales to retail supermarkets were $61.7 million, an increase of $1.5 million, or 2%, from sales in fiscal 2023, with the increase largely attributable to the incremental distribution of our core soft pretzel brands. Sales of frozen novelties decreased $3.6 million, or 3%, to $112.2 million in fiscal 2024, with the decrease mostly attributable to the impact of the additional week in fiscal 2023. The favorable impact of very strong fiscal second and fiscal third quarters was mostly offset by a weaker fiscal fourth quarter for a majority of our frozen novelty brands. Sales of biscuits and dumplings decreased 3% to $24.2 million in fiscal 2024. Handheld sales to retail supermarket customers increased 58% to $26.3 million in fiscal 2024, with the increase largely driven by expanded placements of product with a major retailer.

~~Results~~Sales of ~~Consolidated~~new ~~Operations~~products in retail supermarkets were minimal in fiscal 2024. Sales in fiscal 2024 benefitted minimally from the impact of prior fiscal year’s price increases, and more than offset slight decreases in volume that were primarily attributable to the additional week in fiscal 2023.

~~The~~Operating ~~following~~income ~~discussion~~in ~~provides~~our aRetail ~~review~~Supermarkets ofsegment ~~results~~increased ~~for~~$7.3 ~~the~~million in fiscal ~~year~~2024 ~~ended~~to ~~September~~$16.6 ~~24,~~million ~~2022~~with the increase primarily driven by sales growth as ~~compared~~well ~~with~~as ~~the~~improved ~~fiscal~~gross ~~year~~margin ~~ended~~performance ~~September~~in ~~25,~~most ~~2021~~of our retail product categories.

Summary of Results	Fiscal year ended
	September 24,			September 25,
	2022			2021
	(52 weeks)			(52 weeks)			% Change
	(in thousands)
Net Sales	$	1,380,656		$	1,144,579			20.6	%
Cost of goods sold		1,011,014			845,651			19.6	%
Gross Profit		369,642			298,928			23.7	%
Operating expenses
Marketing		91,636			77,922			17.6	%
Distribution		159,637			108,297			47.4	%
Administrative		55,189			40,538			36.1	%
Intangible asset impairment charges		1,010			1,273
Other general expense (income)		371			(320	)		(215.9	)%
Total Operating Expenses		307,843			227,710			35.2	%
Operating Income		61,799			71,218			(13.2	)%
Other income (expense)
Investment income		980			2,815			(65.2	)%
Interest expense		(1,025	)		(7	)		n.m.	%
Earnings before income taxes		61,754			74,026			(16.6	)%
Income tax expense		14,519			18,419			(21.2	)%
NET EARNINGS	$	47,235		$	55,607			(15.1	)%

FROZEN BEVERAGES SEGMENT RESULTS

Comparisons as a Percentage of Net Sales	Fiscal year ended
	Fiscal year ended
	September 24,			September 25,
	September 28,			September 30,
	2022			2021			Basis Pt Chg
	2024			2023
Gross profit		26.8	%		26.1	%		70
	(52 weeks)			(53 weeks)			% Change
Marketing		6.6	%		6.8	%		(20	)
	(in thousands)
Distribution		11.6	%		9.5	%		210
Frozen Beverages
Administrative		4.0	%		3.5	%		50
Beverages	$	230,030		$	224,655			2.4	%
Operating income		4.5	%		6.2	%		(170	)
Repair and maintenance service		96,589			95,941			0.7	%
Earnings before income taxes		4.5	%		6.5	%		(200	)
Machines revenue		38,188			37,933			0.7	%
Net earnings		3.4	%		4.9	%		(150	)
Other		3,445			3,032			13.6	%
Total Frozen Beverages	$	368,252		$	361,561			1.9	%
Frozen Beverages Operating Income	$	51,459		$	50,365			2.2	%

2225

~~NET~~Total ~~SALES~~frozen beverage segment sales increased $6.7 million or 2% to $368.3 million in fiscal 2024. Beverage-related sales increased 2%, or $5.4 million, in fiscal 2024. Gallon sales decreased 3% from the prior fiscal year, primarily reflecting a weaker theater performance as the prior year’s actors’ strike impacted the volume and quality of movie releases, although the weakness began to soften in Q4 as some stronger releases began to hit the market. Service revenue increased 1% to $96.6 million in fiscal 2024 and machines revenue, primarily sales of frozen beverage machines, increased 1% to $38.2 million in fiscal 2024. The estimated number of Company-owned frozen beverage dispensers was 24,000 and 23,000 at September 28, 2024 and September 30, 2023, respectively. Operating income in our Frozen Beverage segment increased 2%, or $1.1 million, in fiscal 2024.

~~Net~~RESULTS ~~sales~~OF increased $236.1 million, or 21%, to $1,380.7 million in fiscal 2022 from $1,144.6 million in fiscal 2021. The sales growth was largely driven by improved marketing, new customers, additional product placement, as well as a positive pricing environment. Additional benefits were seen from our recent acquisition, and to a lessor extent, from the comparative impact of the COVID-19 pandemic on fiscal 2022 sales compared with fiscal 2021 sales, with most of the latter comparative benefit reflected in our first quarter of fiscal 2022.OPERATIONS:

~~GROSS~~Fiscal ~~PROFIT~~Year 2023 (53 weeks) Compared to Fiscal Year 2022 (52 weeks)

~~Gross~~The ~~profit~~discussion asof aour ~~percentage~~results of ~~sales~~operations ~~increased~~for toFiscal ~~26.8%~~Year in2023 ~~fiscal~~(53 ~~2022~~weeks) ~~from~~compared ~~26.1% in fiscal 2021. Inflation continued~~ to ~~build~~Fiscal ~~over~~Year ~~the~~2022 ~~year~~(52 ~~which~~weeks) ~~significantly~~can ~~pressured~~be ~~margins.~~found ~~The impact was especially pronounced~~ in ~~key~~Part ~~raw material purchases like flour~~II, ~~eggs,~~Item ~~dairy~~7, ~~chocolates~~“Management’s Discussion and ~~meats,~~Analysis asof ~~well~~Financial asCondition ~~packaging~~ and ~~fuel.~~Results ~~Pricing actions that were implemented during fiscal 2022 helped to offset some~~ of ~~these~~Operations” ~~significant~~in ~~cost pressures. Comparatively,~~ the ~~increase~~Company’s inAnnual ~~gross~~Report ~~profit~~on ~~percentage~~Form ~~was~~10-K ~~largely~~for ~~attributable to~~ the ~~benefit~~year ofended ~~increased~~September ~~sales~~30, as2023 ~~well~~and assuch ~~favorable~~discussion ~~product~~is ~~mix~~incorporated by reference herein.

~~OPERATING EXPENSES~~ACQUISITIONS

~~Total~~Dippin’ ~~operating~~Dots expenses increased $80.1 million to $307.8 million in fiscal 2022 and increased as a percentage of sales to 22.3% of sales from 19.9% in fiscal 2021. The increase reflects the significant impact of inflationary pressures across the majority of our cost line items including industry-wide freight and distribution cost increases, wage increases, and overall administrative expense increases.Acquisition

~~Operating~~On ~~expenses~~June ~~included~~21, ~~intangible~~2022, ~~asset~~J ~~impairment~~& ~~charges~~J ofSnack $1Foods Corp.0 ~~million in fiscal 2022~~ and ~~$1.3~~its ~~million~~wholly-owned insubsidiary, ~~fiscal~~DD ~~2021.~~Acquisition ~~Marketing~~Holdings, ~~and~~LLC, ~~selling~~completed ~~expenses~~the ~~decreased~~acquisition toof ~~6.6%~~one ~~this~~hundred ~~year~~percent ~~from 6.8~~(100%) of ~~sales~~the inequity ~~fiscal~~interests ~~2021 driven by effective investment~~ of ~~marketing~~Dippin’ ~~dollars~~Dots ~~aligned~~Holding, ~~with sales recovery~~L.L.C. ~~Distribution~~(“Dippin’ ~~expenses~~Dots”) aswhich, athrough ~~percentage~~its ofwholly-owned ~~sales~~subsidiaries, ~~increased~~owns toand ~~11.6%~~operates ~~from~~the ~~9.5%~~Dippin’ inDots ~~fiscal 2021 due to rising freight~~ and ~~fuel~~Doc ~~costs~~Popcorn businesses. ~~Administrative~~The ~~expenses~~purchase ~~were~~price ~~4.0%~~was ~~and~~approximately 3$223.5%6 ofmillion, ~~sales~~consisting inentirely ~~fiscal~~of ~~2022 and fiscal 2021, respectively~~cash.

~~OTHER~~Dippin’ ~~INCOME~~Dots ~~AND~~is ~~EXPENSE~~a leading producer of flash-frozen beaded ice cream treats, and the acquisition will leverage synergies in entertainment and amusement locations, theaters, and convenience to continue to expand our business. The acquisition also includes the Doc Popcorn business operated by Dippin’ Dots.

~~Our~~The ~~investments~~acquisition ~~generated~~was ~~before~~accounted ~~tax~~for ~~income~~under ofthe ~~$1.0~~purchase ~~million~~method inof ~~fiscal 2022~~accounting, ~~down~~and ~~from~~its ~~$2.8~~operations ~~million~~are included in ~~fiscal~~the ~~2021~~accompanying ~~due~~consolidated tofinancial ~~decreases~~statements infrom ~~the~~their ~~amount~~respective ofacquisition ~~investments~~dates.

~~Interest~~Thinsters ~~expense increased by $1.0 million in fiscal 2023 due to the Company’s outstanding borrowings on the Amended Credit Agreement.~~Acquisition

~~INCOME~~On ~~TAX~~April ~~EXPENSE~~8, 2024, J & J Snack Foods Corp. completed the acquisition of the Thinsters cookie business from Hain Celestial Group. The purchase price was approximately $7.0 million, consisting entirely of cash.

~~Our~~The ~~effective~~acquisition ~~tax~~was ~~rate~~accounted infor ~~fiscal~~under ~~2022~~the ~~was~~purchase ~~23.5%.~~method ~~Our~~of ~~effective~~accounting, ~~tax~~and ~~rate~~its operations are included in ~~fiscal~~the ~~2021~~accompanying ~~year~~consolidated ~~was~~financial 24statements from their respective acquisition dates.~~9%.~~

~~NET~~LIQUIDITY ~~EARNINGS~~AND CAPITAL RESOURCES

~~Net~~Although ~~earnings~~there ~~decreased~~are ~~$8.4~~many ~~million~~factors that could impact our operating cash flow, ormost ~~15%~~notably net earnings, inwe ~~fiscal~~believe ~~2022~~that toour ~~$47.2~~future ~~million~~operating cash flow, oralong ~~$2.46~~with ~~per~~our ~~diluted~~borrowing ~~share~~capacity, ~~from~~our ~~$55.6~~current ~~million~~cash orand ~~$2.91~~cash ~~per~~equivalent ~~diluted~~balances ~~share,~~and inour ~~fiscal~~investment ~~2021~~securities asis asufficient ~~result~~to ofsatisfy our cash requirements over the ~~aforementioned~~next ~~items~~twelve months and beyond, as well as fund future growth and expansion.

2326

~~Results~~Fiscal of2024 ~~Operations~~Compared -to ~~Segments~~Fiscal 2023

The following table is a summary of sales and operating income, which is how we measure segment profit.

	September 28,			September 30,
	2024			2023
	(in thousands)
Cash flows from operating activities
Net earnings	$	86,551		$	78,906
Non-cash items in net income:
Depreciation of fixed assets		63,411			56,616
Amortization of intangibles and deferred costs		7,190			6,525
Intangible asset impairment charges		-			1,678
Losses (Gains) from disposals of property & equipment		11			(409	)
Share-based compensation		6,220			5,318
Deferred income taxes		6,434			10,935
(Gain) on marketable securities		-			(8	)
Other		(199	)		323
Changes in assets and liabilities, net of effects from purchase of companies		3,448			12,395
Net cash provided by operating activities	$	173,066		$	172,279

	Fiscal year ended
	September 24,		September 25,
	2022		2021
	(52 weeks)		(52 weeks)		% Change
	(in thousands)
Net Sales
Food Service	$	872,687	$	724,983		20.4	%
Retail Supermarket		197,943		184,897		7.1	%
Frozen Beverages		310,026		234,699		32.1	%
Total Sales	$	1,380,656	$	1,144,579		20.6	%

●

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

	Fiscal year ended
	September 24,		September 25,
	2022		2021
	(52 weeks)		(52 weeks)		% Change
	(in thousands)
Operating Income
Food Service	$	18,512	$	39,172		(52.7	)%
Retail Supermarket		9,487		25,914		(63.4	)%
Frozen Beverages		33,800		6,132		451.2	%
Total Operating Income	$	61,799	$	71,218		(13.2	)%

●

The decrease in deferred income taxes was primarily related to higher increased deferred tax liabilities in the prior year which arose in connection with overall depreciation related temporary differences in fiscal year 2023.

~~FOOD~~● ~~SERVICE~~Cash ~~SEGMENT~~flows ~~RESULTS~~associated with changes in assets and liabilities, net effects from purchase of companies, generated approximately $3.4 million of cash in fiscal 2024 compared with $12.4 million of cash in fiscal 2023. The higher generation of cash in fiscal 2023 was largely the result of an improved collections environment in fiscal 2023 as compared with fiscal 2022, as well as a strategic push to lower our investment in inventory related working capital balances. In fiscal 2024, $7.9 million of cash was generated through a decrease in accounts receivable, and a continued improving collections environment, with the cash generation partially offset by a $3.0 million increase in prepaid expenses, a $1.0 million increase in inventory and a $0.5 million decrease in accounts payable and accrued liabilities.

	Fiscal year ended
	September 24,		September 25,
	2022		2021
	(52 weeks)		(52 weeks)		% Change
	(in thousands)
Food Service Sales to External Customers
Soft pretzels	$	205,752	$	174,977		17.6	%
Frozen novelties		78,183		44,605		75.3	%
Churros		88,242		64,916		35.9	%
Handhelds		92,130		75,627		21.8	%
Bakery		381,526		342,609		11.4	%
Other		26,854		22,249		20.7	%
Total Food Service	$	872,687	$	724,983		20.4	%
Food Service Operating Income	$	18,512	$	39,172		(52.7	)%

●

Proceeds from insurance for fixed assets related to proceeds received in connection with losses incurred related to the fire at our Holly Ridge plant.

Sales to food service customers increased $147.7 million, or 20%, to $872.7 million in fiscal 2022. Soft pretzel sales to the food service market increased 18% to $205.8 million for the year. Frozen novelties sales increased $33.6 million, or 75%, to $78.2 million for the year, which included the benefit of the Company’s recent acquisition. Churro sales to food service customers were up 36% to $88.2 million for the year. Sales of bakery products increased $38.9 million, or 11%, to $381.5 million for the year. Handheld sales to food service customers were up 22% to $92.1 million in fiscal 2022. Sales of funnel cake increased $4.6 million, or 21%, to $26.9 million.

	September 28,			September 30,
	2024			2023
	(in thousands)
Cash flows from investing activities
Payments for purchases of companies, net of cash acquired		(7,014	)		-
Purchases of property, plant and equipment		(73,569	)		(104,737	)
Proceeds from redemption and sales of marketable securities		-			9,716
Proceeds from disposal of property and equipment		699			1,781
Proceeds from insurance for fixed assets		2,218			-
Net cash (used in) investing activities	$	(77,666	)	$	(93,240	)

~~Sales~~● ~~were~~The uppayments ~~across~~for ~~most~~purchases ~~product~~of ~~lines~~companies, asnet ~~many~~ of ~~the~~cash ~~venues~~acquired, ~~and locations where our products are sold that were previously shut down or operating at reduced capacity~~ in fiscal ~~2021~~2024 ~~had~~related ~~mostly or fully re-opened in fiscal 2022. Theaters and outdoor venues, including stadiums and amusement parks, as well as schools, restaurants and strategic accounts continued~~ to ~~experience an increase in visitation that drove strong sales in our core products. Additionally, sales across all of our product lines were favorably impacted by~~ the ~~positive~~Thinsters ~~pricing environment, and frozen novelties sales were also favorably impacted by our recent~~ acquisition.

Sales of new products in the first twelve months since their introduction were approximately $4.6 million for the year. Operating income in our Food Service segment decreased from $39.2 million in fiscal 2021 to $18.5 million in fiscal 2022. The decrease in operating income was primarily due to the significant increase in ingredients, production and distribution costs year over year, as well as our ERP implementation which previously impacted our results in the fiscal second quarter of 2022.27

24● 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 in fiscal 2024 was primarily due to increased spend for new lines at various plants aimed at increasing capacity that had occurred in fiscal 2023.

~~RETAIL~~● ~~SUPERMARKETS~~Proceeds ~~SEGMENT~~from ~~RESULTS~~redemption and sales of marketable securities decreased in fiscal 2024 as in prior years, we strategically chose to no longer re-invest redeemed proceeds into marketable securities given the low interest rate environment.

	Fiscal year ended
	September 28,			September 30,
	September 24,			September 25,
	2024			2023
	2022			2021
	(in thousands)
	(52 weeks)			(52 weeks)			% Change
Cash flows from financing activities
	(in thousands)
Proceeds from issuance of stock		15,740			15,212
Retail Supermarket Sales to External Customers
Borrowings under credit facility		71,000			114,000
Soft pretzels	$	61,925		$	54,990			12.6	%
Repayment of borrowings under credit facility		(98,000	)		(142,000	)
Frozen novelties		108,911			100,059			8.8	%
Payments on finance lease obligations		(151	)		(180	)
Biscuits		24,695			24,197			2.1	%
Payment of cash dividends		(56,957	)		(53,877	)
Handhelds		5,640			7,574			(25.5	)%
Net cash (used in) financing activities	$	(68,368	)	$	(66,845	)
Coupon redemption		(3,713	)		(3,689	)		0.7	%
Other		485			1,766			(72.5	)%
Total Retail Supermarket	$	197,943		$	184,897			7.1	%
Retail Supermarket Operating Income	$	9,487		$	25,914			(63.4	)%

~~Sales~~● ofBorrowings ~~products~~under tocredit ~~retail~~facility ~~supermarkets~~and ~~increased~~repayment ~~$13.0~~of ~~million,~~borrowings orunder ~~7%,~~credit tofacility ~~$197.9~~relate ~~million in fiscal year 2022. Soft pretzel sales~~ to ~~retail~~the ~~supermarkets~~Company’s ~~were~~cash ~~$61.9~~draws ~~million,~~and anrepayments ~~increase~~made ~~of $6.9 million, or 13%, from sales in fiscal 2021. Sales of frozen novelties increased $8.9 million, or 9%,~~ to ~~$108.9~~primarily ~~million.~~fund ~~Sales~~working ofcapital ~~biscuits~~needs and ~~dumplings~~represent ~~increased 2% to $24.7 million for~~ the ~~year.~~continued ~~Handheld~~net ~~sales~~pay-down toof ~~retail~~borrowings ~~supermarket~~outstanding ~~customers~~across ~~decreased~~both ~~26%~~fiscal ~~to $5~~periods.~~6 million for the year.~~

~~Sales~~● ofDividends ~~new~~paid ~~products~~during ~~in the first twelve months since their introduction were approximately $0.9 million in~~ fiscal ~~year~~2024 ~~2022.~~increased ~~Operating~~as ~~income in~~ our ~~Retail~~quarterly ~~Supermarkets~~dividend ~~segment~~was ~~decreased~~raised ~~from~~during ~~$25.9~~fiscal ~~million to $9~~2024.~~5 million for the year. The decreases in operating income were primarily attributable to higher cost of goods sold as well as higher shipping and distribution related costs.~~

~~FROZEN BEVERAGES SEGMENT RESULTS~~Liquidity

	Fiscal year ended
	September 24,		September 25,
	2022		2021
	(52 weeks)		(52 weeks)		% Change
	(in thousands)
Frozen Beverages
Beverages	$	184,063	$	124,498		47.8	%
Repair and maintenance service		89,840		81,305		10.5	%
Machines revenue		33,601		26,953		24.7	%
Other		2,522		1,943		29.8	%
Total Frozen Beverages	$	310,026	$	234,699		32.1	%
Frozen Beverages Operating Income	$	33,800	$	6,132		451.2	%

As of September 28, 2024, we had $73.4 million of cash and cash equivalents.

~~Total~~In ~~frozen~~December ~~beverage segment sales increased 32% to $310.0 million in fiscal 2022 and beverage sales increased 48%~~2021, ~~or $59.6 million, for~~ the ~~year.~~Company ~~Gallon~~entered ~~sales~~into increased 39% from last year. The increase in gallon sales reflects the strong demand across theaters, amusement parks, convenience and restaurants. In the amusement parks channel, we continued to see strong growth as both domestic and international visitation numbers continued to recover, and exceeded, pre-COVID-19 levels. Theater sales continued on an ~~upward~~amended ~~trajectory as movie goers indulged in their favorite snacks~~ and ~~view~~restated ~~highly~~loan ~~anticipated~~agreement ~~movie~~(the ~~releases.~~“Credit ~~Service~~Agreement”) ~~revenue~~with ~~increased 10% to $89.8 million in fiscal 2022 led by an acceleration in maintenance calls and additional growth in one of~~ our ~~larger~~existing ~~customers,~~banks ~~earlier~~which inprovided ~~fiscal~~for ~~2022.~~up ~~Machines~~to ~~revenue,~~a ~~primarily sales of machines, increased from~~ $~~27.0~~50 million inrevolving ~~fiscal~~credit ~~2021~~facility torepayable ~~$33.6 million~~ in ~~fiscal~~December ~~2022 driven mainly by growth from large quick service restaurant (QSR) and convenience customers~~2026.

~~The~~On ~~estimated~~June ~~number~~21, of2022, the Company~~-owned~~ ~~frozen~~entered ~~beverage~~into ~~dispensers~~an ~~was~~amendment ~~22,000~~to ~~and~~the 19Credit Agreement,~~000~~ atthe ~~September~~“Amended ~~24,~~Credit ~~2022~~Agreement” ~~and~~which ~~September~~provided ~~25,~~for ~~2021,~~an ~~respectively~~incremental increase of $175 million in available borrowings. ~~Our~~The ~~Frozen~~Amended ~~Beverage~~Credit ~~segment~~Agreement ~~had~~also ~~operating~~includes ~~income~~an option to increase the size of ~~$33.8~~the ~~million~~revolving incredit ~~fiscal~~facility ~~2022~~by ~~compared~~up to an amount not to exceed in the aggregate the greater of $~~6.1~~225 million inor, ~~fiscal~~$50 ~~2021~~million ~~primarily~~plus athe ~~result~~Consolidated EBITDA of ~~higher~~the ~~beverage~~Borrowers, ~~sales~~subject ~~volume~~to ~~which~~the ~~drove~~satisfaction ~~leverage~~of ~~across~~certain ~~the~~terms ~~business~~and conditions.

~~ACQUISITIONS~~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.

OnThe ~~June~~Credit ~~21,~~Agreement ~~2022,~~requires Jthe &Company Jto ~~Snack~~comply ~~Foods~~with ~~Corp.~~various affirmative and ~~its~~negative ~~wholly-owned subsidiary~~covenants, DDincluding ~~Acquisition~~without ~~Holdings,~~limitation ~~LLC,~~(i) ~~completed~~covenants ~~the~~to ~~acquisition~~maintain ofa ~~one~~minimum ~~hundred~~specified ~~percent~~interest coverage ratio and maximum specified net leverage ratio, and (~~100%~~ii) ofsubject ~~the~~to ~~equity~~certain ~~interests~~exceptions, ofcovenants ~~Dippin~~that prevent or restrict the Company’s ~~Dots~~ability ~~Holding~~to pay dividends, ~~L.L.C.~~engage ~~(“Dippin’~~in ~~Dots”)~~certain ~~which~~mergers or acquisitions, ~~through~~make ~~its~~certain ~~wholly-owned~~investments ~~subsidiaries~~or loans, ~~owns~~incur ~~and~~future ~~operates~~indebtedness, ~~the~~alter ~~Dippin’~~its ~~Dots~~capital ~~and~~structure ~~Doc~~or ~~Popcorn~~line ~~businesses.~~of ~~The~~business, ~~purchase~~prepay ~~price~~subordinated ~~was~~indebtedness, ~~approximately~~engage ~~$223~~in certain transactions with affiliates, or amend its organizational documents.6 ~~million~~As of September 28, ~~consisting~~2024, ~~entirely~~the Company is in compliance with all financial covenants of ~~cash~~the Credit Agreement.

Dippin’ Dots is a leading producer of flash-frozen beaded ice cream treats, and the acquisition will leverage synergies in entertainment and amusement locations, theaters, and convenience to continue to expand our business. The acquisition also includes the Doc Popcorn business operated by Dippin’ Dots.28

~~The~~As ~~acquisition~~of ~~was~~September ~~accounted~~28, ~~for~~2024, ~~under~~we had no outstanding borrowings drawn on the ~~purchase~~Amended ~~method~~Credit Agreement. As of ~~accounting~~September 28, ~~and~~2024, ~~its~~we ~~operations~~had ~~are~~$212.7 ~~included~~million inof ~~the~~additional ~~accompanying~~borrowing ~~consolidated~~capacity, ~~financial~~after ~~statements~~giving ~~from~~effect ~~their~~to ~~respective~~the ~~acquisition~~$12.3 ~~dates~~million of letters of credit outstanding.

25The Company’s material cash requirements include the following contractual and other obligations:

~~LIQUIDITY~~Purchase ~~AND CAPITAL RESOURCES~~Commitments

~~Although~~Our ~~there~~most ~~are~~significant ~~many~~raw ~~factors~~material ~~that~~requirements ~~could~~include ~~impact~~flour, ~~our~~packaging, ~~operating~~shortening, ~~cash~~corn ~~flow~~syrup, ~~most~~sugar, ~~notably~~juice, ~~net~~cheese, ~~earnings~~chocolate, weand ~~believe~~a ~~that~~variety ~~our~~of ~~future~~nuts. ~~operating~~We ~~cash~~attempt ~~flow,~~to ~~along~~minimize ~~with~~the ~~our~~effect ~~borrowing~~of ~~capacity,~~future ~~our~~price ~~current~~fluctuations ~~cash~~related ~~and~~to ~~cash~~the ~~equivalent~~purchase ~~balances~~of ~~and~~raw ~~our~~materials ~~investment~~primarily ~~securities~~through isforward ~~sufficient~~purchasing to ~~satisfy~~cover ~~our~~future ~~cash~~manufacturing requirements, ~~over~~generally ~~the~~for ~~next~~periods ~~twelve~~from 1 to 12 months. ~~and~~As ~~beyond~~of September 28, as2024, ~~well~~we ashave ~~fund~~approximately ~~future~~$122 ~~growth~~million of such commitments. The purchase commitments do not exceed our projected requirements over the related terms and ~~expansion~~are in the normal course of business.

~~Fiscal 2023 Compared to Fiscal 2022~~Leases

	September 30,			September 24,
	2023			2022
	(in thousands)
Cash flows from operating activities
Net earnings	$	78,906		$	47,235
Non-cash items in net income:
Depreciation of fixed assets		56,616			49,669
Amortization of intangibles and deferred costs		6,525			3,454
Intangible asset impairment charges		1,678			1,010
(Gains) Losses from disposals of property & equipment		(409	)		220
Share-based compensation		5,318			4,269
Deferred income taxes		10,935			8,829
(Gain) Loss on marketable securities		(8	)		315
Other		323			(95	)
Changes in assets and liabilities, net of effects from purchase of companies		12,395			(88,844	)
Net cash by operating activities	$	172,279		$	26,062

We have operating leases with initial noncancelable lease terms in excess of one year covering the rental of various facilities and equipment. Our operating leases include leases for real estate from some of our office, distribution and manufacturing facilities as well as manufacturing and non-manufacturing equipment used in our business. As of September 28, 2024, we have operating lease payment obligations of $159.8 million, with $19.1 million payable within 12 months.

●Off ~~The~~–Balance ~~increase~~Sheet in depreciation of fixed assets was largely due to prior year purchases of property, plant and equipment, as well as depreciation expense related to assets acquired in the fiscal 2022 Dippin’ Dots acquisition.Arrangements

● The ~~increase~~Company inhas ~~amortization~~off-balance ofsheet ~~intangibles~~arrangements ~~and~~for ~~deferred~~purchase ~~costs~~commitments ~~was~~as ~~related~~of toSeptember ~~intangible~~28, ~~assets acquired in the fiscal 2022 Dippin’ Dots acquisition~~2024.

●Critical ~~The~~Accounting ~~increase~~Policies, inJudgments ~~deferred~~and ~~income taxes was primarily related to increased deferred tax liabilities which arose in connection with overall depreciation related temporary differences in fiscal year 2023.~~Estimates

●We ~~Cash~~prepare ~~flows~~our ~~associated~~financial ~~with~~statements ~~changes~~ in ~~assets~~conformity ~~and~~with ~~liabilities,~~accounting ~~net~~principles ~~effects~~generally ~~from~~accepted ~~purchase of companies, generated approximately $12.4 million of cash~~ in ~~fiscal~~the ~~2023~~United ~~compared~~States ~~with a usage~~ of ~~$88~~America.8 ~~million of cash in fiscal 2022.~~ The ~~generation~~preparation of ~~cash~~such infinancial ~~fiscal~~statements ~~2023~~requires ~~was~~management ~~largely~~to ~~the~~make ~~result~~estimates ofand anassumptions ~~improved~~that ~~collections~~affect ~~environment,~~the asreported ~~well~~amounts asof aassets ~~strategic~~and ~~push~~liabilities toand ~~lower~~disclosures ~~our~~of ~~investment~~contingent inassets ~~inventory~~and ~~related~~liabilities ~~working~~at ~~capital balances. In fiscal 2022,~~ the ~~usage~~date of ~~cash~~those ~~was~~financial ~~primarily~~statements ~~due to the increase in accounts receivable, inventory,~~ and ~~prepaid balances. The fiscal 2022 accounts receivable balance increased primarily due to~~ the ~~overall~~reported ~~increase~~amounts ~~in sales in our fourth quarter~~ of ~~fiscal~~revenues ~~2022~~and ~~compared~~expenses ~~with fiscal 2021. The fiscal 2022 inventory balance increased primarily due to inflationary pressures seen~~ during ~~fiscal~~the ~~2022,~~reporting ~~as well as strategic decisions to store more finished goods~~period. ~~The~~Actual ~~fiscal~~results ~~2022~~could ~~prepaid~~differ ~~balance~~from ~~increased~~those ~~primarily due to an increase in prepaid income taxes~~estimates.

26The Company discloses its significant accounting policies in the accompanying notes to its audited consolidated financial statements.

	September 30,			September 24,
	2023			2022
	(in thousands)
Cash flows from investing activities
Payments for purchases of companies, net of cash acquired		-			(221,301	)
Purchases of property, plant and equipment		(104,737	)		(87,291	)
Proceeds from redemption and sales of marketable securities		9,716			12,026
Proceeds from disposal of property and equipment		1,781			399
Net cash (used in) by investing activities	$	(93,240	)	$	(296,167	)

Judgments and estimates of uncertainties are required in applying the Company’s accounting policies in certain areas. Following are some of the areas requiring significant judgments and estimates: revenue recognition, allowance for estimated credit losses, valuation of goodwill and long-lived and intangible assets, insurance reserves, and income taxes and business combinations.

~~● In fiscal 2022, the payments for purchases of companies, net of cash acquired, related to the Dippin’ Dots acquisition.~~29

●Revenue ~~Purchases~~Recognition 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 increase in fiscal 2023 was primarily due to increased spend for new lines at various plants aimed at increasing capacity.

●The ~~Proceeds~~singular ~~from~~performance ~~redemption~~obligation of our customer contracts for product and machine sales ofis ~~marketable~~determined ~~securities~~by ~~decreased~~each inindividual ~~fiscal~~purchase ~~2023~~order asand the respective products ordered, with revenue being recognized at a point-in-time ~~prior~~when ~~years~~the obligation under the terms of the agreement is satisfied and product control is transferred to our customer. Specifically, wecontrol ~~strategically~~transfers ~~chose~~to our customers when the product is delivered to, noinstalled, ~~longer~~or ~~re-invest~~picked ~~redeemed~~up ~~proceeds~~by ~~into~~our ~~marketable~~customers ~~securities~~based ~~given~~upon applicable shipping terms, as our customers can direct the ~~low~~use ~~interest~~and ~~rate~~obtain ~~environment~~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.

	September 30,			September 24,
	2023			2022
	(in thousands)
Cash flows from financing activities
Proceeds from issuance of stock		15,212			16,160
Borrowings under credit facility		114,000			125,000
Repayment of borrowings under credit facility		(142,000	)		(70,000	)
Payments for debt issuance costs		-			(225	)
Payments on finance lease obligations		(180	)		(279	)
Payment of cash dividends		(53,877	)		(48,437	)
Net cash (used in) provided by financing activities	$	(66,845	)	$	22,219

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 ~~Borrowings~~singular ~~under~~performance ~~credit~~obligation ~~facility~~of ~~and~~our ~~repayment~~customer ofrepair ~~borrowings~~and ~~under~~maintenance ~~credit~~equipment ~~facility~~service ~~relate~~contracts tois the ~~Company’s~~performance ~~cash~~of ~~draws~~the repair and ~~repayments~~maintenance ~~made~~with torevenue ~~primarily~~being ~~fund~~recognized ~~working~~over ~~capital~~the ~~needs,~~time asthe ~~well~~service asis ~~the~~expected ~~initial~~to ~~draw~~be ~~made~~performed. Our customers are billed for service contracts in ~~fiscal~~advance ~~2022~~of toperformance ~~fund~~and ~~the~~therefore ~~Dippin’~~we ~~Dots~~have ~~acquisition~~contract liability on our balance sheet.

●Revenue ~~Dividends~~is ~~paid~~measured ~~during~~by ~~fiscal~~the ~~2023~~transaction ~~increased~~price, which is defined as ~~our~~the ~~quarterly~~amount ~~dividend~~of ~~was~~consideration ~~raised~~we ~~during~~expect ~~fiscal~~to ~~2023~~receive in exchange for satisfying the performance obligations noted above. The transaction price is adjusted for estimates of known or expected variable consideration which includes sales discounts, trade promotions and certain other sales and customer incentives, including rebates and coupon redemptions. Variable consideration related to these programs is recorded as a reduction to revenue when the related revenue is recognized, and is recorded using the most likely amount method, with updates to estimates and related accruals of variable consideration occurring each period based on historical experience, changes in circumstances and other factors, including review of contractual pricing and rebate arrangements with customers.

~~Liquidity~~We do not believe that there is a reasonable likelihood that there will be material change in the estimates or assumptions used to recognize revenue. As noted above, estimates are made based on historical experience and other factors. However, if the level of redemption rates or performance was to vary significantly from estimates, we may be exposed to gains or losses that could be material. We have not made any material changes in the accounting methodology used to recognize revenue during the past three fiscal years.

AsAllowance offor ~~September~~Estimated ~~30,~~Credit ~~2023, we had $49.6 million of cash and cash equivalents.~~Losses

InWe ~~December~~provide ~~2021~~an allowance for estimated credit losses after taking into consideration historical experience and other factors. On September 27, 2020, the Company ~~entered~~adopted ~~into~~guidance issued by the FASB in ASU 2016-13 Measurement of Credit Losses on Financial Instruments, which requires companies to recognize an ~~amended~~allowance ~~and~~that ~~restated~~reflects ~~loan~~a ~~agreement~~current (estimate of credit losses expected to be incurred over the ~~“Credit~~life ~~Agreement”)~~of ~~with~~the ~~our~~asset. ~~existing~~The ~~banks~~Company ~~which~~continuously ~~provided~~monitors collections and payments from its customers and maintains a provision for upestimated tocredit losses. The allowance for estimated credit losses considers a ~~$50~~number ~~million~~of ~~revolving~~factors including the age of receivable balances, the history of losses, expectations of future credit ~~facility~~losses ~~repayable~~and inthe ~~December~~customers’ ~~2026~~ability to pay off obligations.

OnWe ~~June~~do ~~21,~~not ~~2022,~~believe ~~the~~that ~~Company~~there ~~entered~~is ~~into~~a anreasonable ~~amendment~~likelihood tothat ~~the~~there ~~Credit~~will ~~Agreement,~~be ~~the~~a ~~“Amended~~material ~~Credit~~change ~~Agreement”~~in ~~which~~the ~~provided~~estimates ~~for~~or anassumptions ~~incremental~~used ~~increase~~to ofvalue ~~$175~~our ~~million~~accounts ~~in available borrowings~~receivable. ~~The~~Since ~~Amended~~adoption ~~Credit Agreement also includes an option to increase the size~~ of the ~~revolving~~new ~~credit~~guidance ~~facility~~on bySeptember up27, to2020, anwe ~~amount~~have not tomade ~~exceed~~any inmaterial ~~the~~changes ~~aggregate~~in the ~~greater~~accounting ofmethodology ~~$225~~used ~~million or, $50 million plus the Consolidated EBITDA of the Borrowers, subject~~ to ~~the~~value ~~satisfaction~~accounts ~~of certain terms and conditions~~receivable.

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.30

27Valuation of Goodwill

~~The~~We ~~Credit~~have ~~Agreement~~three ~~requires~~reporting units with goodwill. Goodwill is evaluated annually by the Company tofor ~~comply~~impairment. ~~with~~We ~~various~~perform ~~affirmative~~impairment ~~and~~tests ~~negative~~at ~~covenants~~year end for our reporting units, ~~including~~which ~~without~~are ~~limitation~~also ~~(i)~~the ~~covenants~~operating segment levels with recorded goodwill utilizing primarily the discounted cash flow method. This methodology used to ~~maintain~~estimate athe ~~minimum~~fair ~~specified~~value ~~interest~~of ~~coverage~~the ~~ratio~~total Company and ~~maximum~~its ~~specified~~reporting ~~net~~units ~~leverage~~requires ~~ratio,~~inputs and assumptions (~~ii)~~i.e. ~~subject~~revenue togrowth, ~~certain~~operating ~~exceptions~~profit margins, ~~covenants~~capital spending requirements and discount rates) that ~~prevent~~reflect orcurrent ~~restrict~~market ~~the~~conditions. ~~Company’s~~The ~~ability~~estimated fair value of each reporting unit is compared to ~~pay~~the ~~dividends,~~carrying ~~engage~~value inof ~~certain~~the ~~mergers~~reporting orunit. ~~acquisitions,~~If ~~make~~the ~~certain~~carrying ~~investments~~value orof ~~loans~~the reporting unit exceeds its fair value, ~~incur~~the ~~future~~goodwill ~~indebtedness~~of the reporting unit is potentially impaired, ~~alter~~and ~~its~~the ~~capital~~Company ~~structure~~then ordetermines ~~line~~the implied fair value of ~~business~~goodwill, ~~prepay~~which ~~subordinated~~is ~~indebtedness,~~compared ~~engage~~to inthe ~~certain~~carrying ~~transactions~~value ~~with~~of ~~affiliates,~~goodwill orto ~~amend~~determine ~~its~~if ~~organizational~~impairment ~~documents~~exists. AsOur oftests at September 3028, ~~2023,~~2024 show that the ~~Company~~fair isvalue inof ~~compliance~~each of our reporting units with ~~all~~goodwill ~~financial~~exceeded ~~covenants~~its ofcarrying ~~the~~value ~~Credit~~by ~~Agreement~~at least 50%. Therefore, no further analysis was required.

AsThe ofinputs ~~September~~and ~~30,~~assumptions ~~2023,~~used weinvolve ~~had~~considerable ~~$27~~management judgment and are based upon assumptions about expected future operating performance.0 ~~million~~Assumptions ofused ~~outstanding~~in ~~borrowings~~these ~~drawn~~forecasts onare ~~the~~consistent ~~Amended~~with ~~Credit~~internal ~~Agreement~~planning. AsThe actual performance of ~~September~~the 24reporting units could differ from management’s estimates due to changes in business conditions, ~~2022~~operating performance, weeconomic ~~had~~conditions, ~~$188~~competition, and consumer preferences.2 ~~million~~We ofhave ~~additional~~not ~~borrowing~~made ~~capacity,~~any ~~after~~material ~~giving~~changes ~~effect~~in the accounting methodology used to ~~the~~value ~~$9.8~~goodwill ~~million~~during ofthe ~~letters~~past ofthree ~~credit~~fiscal ~~outstanding~~years.

~~The~~Valuation ~~Company’s~~of ~~material~~Long-Lived ~~cash~~Assets ~~requirements include the following contractual~~ and ~~other~~Other ~~obligations:~~Intangible Assets

~~Purchase~~We ~~Commitments~~record an impairment charge to property, plant and equipment and amortizing intangible assets in accordance with the applicable accounting standards, when, based on certain indicators of impairment, we believe such assets have experienced a decline in value that is other than temporary. Future adverse changes in market conditions or poor operating results of these underlying assets could result in losses or an inability to recover the carrying value of the asset that may not be reflected in the asset’s current carrying value, thereby possibly requiring impairment charges in the future.

~~Our~~Indefinite ~~most~~lived ~~significant~~intangibles ~~raw~~are ~~material~~reviewed ~~requirements~~annually ~~include~~for ~~flour,~~impairment. ~~packaging,~~The ~~shortening,~~fair ~~corn~~value ~~syrup,~~of ~~sugar,~~our ~~juice,~~indefinite ~~cheese,~~lived ~~chocolate,~~intangible ~~and~~assets ais ~~variety~~calculated ofusing ~~nuts.~~either Wea ~~attempt~~relief tofrom ~~minimize~~royalty ~~the~~valuation ~~effect~~approach, ofor ~~future price fluctuations related to~~ the ~~purchase~~excess ofearnings ~~raw~~method. ~~materials~~We ~~primarily~~are ~~through~~required ~~forward purchasing~~ to ~~cover~~make ~~future~~estimates ~~manufacturing~~and ~~requirements,~~assumptions ~~generally~~about ~~for~~sales ~~periods~~growth, ~~from~~royalty 1rates, toand 12discount ~~months.~~rates Asbased ofon ~~September 30~~budgets, ~~2023~~business plans, weeconomic ~~have~~projections, ~~approximately~~and ~~$125~~marketplace ~~million of such commitments~~data. ~~The~~Our ~~purchase~~impairment ~~commitments~~analysis docontains ~~not~~uncertainties ~~exceed~~due ~~our~~to ~~projected~~uncontrollable ~~requirements~~events ~~over~~that ~~the~~could ~~related~~positively ~~terms~~or ~~and~~negatively ~~are~~impact in the ~~normal~~future ~~course~~economic ofand ~~business~~operating conditions.

~~Leases~~We have not made any material changes in the accounting methodology used to evaluate impairment of long-lived assets and other intangibles during the last three fiscal years. While we believe we have made reasonable estimates and assumptions to calculate fair value of these assets, it is possible a material change could occur. If our actual results are not consistent with our estimates and assumptions used to calculate fair value, it could result in a material impairment of our long-lived assets and other intangibles.

WeInsurance have operating leases with initial noncancelable lease terms in excess of one year covering the rental of various facilities and equipment. Our operating leases include leases for real estate from some of our office, distribution and manufacturing facilities as well as manufacturing and non-manufacturing equipment used in our business. As of September 30, 2023, we have operating lease payment obligations of $94.1 million, with $16.5 million payable within 12 months.Reserves

~~Off~~We ~~–Balance~~have ~~Sheet~~a ~~Arrangements~~self-insured medical plan which covers approximately 1,800 of our employees. We record a liability for incurred but not yet reported or paid claims based on our historical experience of claims payments and a calculated lag time period. Considering that we have stop loss coverage of $225,000 for each individual plan subscriber, the general consistency of claims payments and the short time lag, we believe that there is not a material exposure for this liability.

~~The Company has off-balance sheet arrangements for purchase commitments as of September 30, 2023.~~31

~~Critical~~We ~~Accounting~~self-insure, ~~Policies~~up to loss limits, ~~Judgments~~workers’ compensation, automobile and ~~Estimates~~general liability claims. Insurance reserves are calculated on a combination of an undiscounted basis based on actual claims data and estimates of incurred but not reported claims developed utilizing historical claims trends. Projected settlements of incurred but not reported claims are estimated based on pending claims, historical trends, industry trends related to expected losses and actual reported losses, and key assumptions, including loss development factors and expected loss rates.

We ~~prepare~~have ~~our~~not ~~financial~~made ~~statements~~any inmaterial ~~conformity~~changes ~~with~~in the accounting ~~principles~~methodology ~~generally~~used ~~accepted~~to inestablish ~~the~~our ~~United~~self-insurance ~~States~~liability ofduring ~~America.~~the ~~The~~past ~~preparation~~three offiscal ~~such~~years. ~~financial~~We ~~statements~~do ~~requires~~not ~~management~~believe tothat ~~make~~there ~~estimates~~is ~~and~~a ~~assumptions~~reasonable likelihood that ~~affect~~there ~~the~~will ~~reported~~be ~~amounts~~a ofmaterial ~~assets~~change ~~and~~in ~~liabilities~~the ~~and~~estimate ~~disclosures~~or ofassumptions ~~contingent~~used ~~assets~~to ~~and~~calculate ~~liabilities~~our atself-insurance ~~the~~liability. ~~date~~However, ofif ~~those~~actual ~~financial~~results ~~statements~~are ~~and~~not ~~the~~consistent ~~reported~~with ~~amounts~~our ofestimates ~~revenues~~or ~~and~~assumptions, ~~expenses~~we ~~during~~may ~~the~~be ~~reporting~~exposed ~~period.~~to ~~Actual~~gains ~~results~~or ~~could~~losses ~~differ~~that ~~from~~could ~~those~~be ~~estimates~~material.

~~The~~Income ~~Company discloses its significant accounting policies in the accompanying notes to its audited consolidated financial statements.~~Taxes

~~Judgments~~The ~~and~~annual ~~estimates~~tax ofrate ~~uncertainties~~is ~~are~~based ~~required~~on inour ~~applying~~income ~~the~~and ~~Company’s~~statutory ~~accounting~~tax ~~policies~~rates. Changes in ~~certain~~statutory ~~areas.~~rates ~~Following~~and ~~are~~tax ~~some~~laws ofin ~~the~~jurisdictions ~~areas~~in ~~requiring~~which ~~significant~~we ~~judgments~~operate ~~and~~may ~~estimates:~~have ~~revenue~~a ~~recognition,~~material ~~allowance~~effect ~~for~~on ~~estimated~~our ~~credit~~annual ~~losses,~~tax ~~valuation~~rate. ofThe ~~goodwill~~effect ~~and~~of ~~long-lived~~these ~~and~~changes, ~~intangible~~if ~~assets~~any, ~~insurance~~would ~~reserves,~~be ~~and~~recognized ~~income~~as ~~taxes~~a ~~and~~discrete ~~business~~item ~~combinations~~upon enactment.

28Deferred income taxes arise from temporary differences between the tax and financial statement recognition of revenues and expenses. Deferred tax assets and liabilities are measured based on the enacted tax rates that will apply in the years in which the temporary differences are expected to be recovered or paid.

~~Revenue~~We ~~Recognition~~have not made any material changes in the accounting methodology used to account for income taxes during the past three fiscal years. Changes in tax laws and rates could affect recorded deferred tax assets and liabilities in the future. Other than those potential impacts, we do not believe there is a reasonable likelihood that there will be a material change in tax related balances.

~~The~~Business 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.Combinations

~~The~~We ~~singular~~use ~~performance~~assumptions ~~obligation~~and estimates in determining the fair value of ~~our~~assets ~~customer~~acquired ~~contracts~~and ~~for~~liabilities ~~time~~assumed in a business combination. We use various models to value assets acquired and ~~material~~liabilities ~~repair~~assumed, such as the net realizable value method to value inventory, and ~~maintenance~~the cost method and market approach to value property, plant and equipment. ~~service~~The isdetermination of the ~~performance~~fair value of intangible assets, which can represent a significant portion of the ~~repair~~purchase ~~and~~price ~~maintenance~~of our acquisitions, requires the use of significant judgement with ~~revenue~~regard ~~being~~to ~~recognized~~the fair value, and whether such intangibles are amortizable or non-amortizable and, if the former, the period and method by which the intangible will be amortized. We estimate the fair value of acquisition-related intangibles either through the relief of royalty method or multi-period excess earnings method, or based on projections of cash flows that will arise from identifiable intangible assets of acquired businesses, which includes estimate of customer attrition. The projected cash flows are discounted to determine the present value of the assets at athe ~~point~~date of acquisition. For significant acquisitions, we may use independent third-party valuation specialists to assist us in~~-time~~ ~~when~~determining the ~~repair~~fair ~~and~~value ~~maintenance~~of isassets ~~completed~~acquired and liabilities assumed.

~~The~~We ~~singular~~have ~~performance~~not ~~obligation~~made ofany ~~our~~material ~~customer~~changes ~~repair~~in ~~and~~the ~~maintenance~~accounting ~~equipment~~methodology ~~service~~used ~~contracts~~to isaccount ~~the~~for ~~performance~~business ofcombinations during the ~~repair~~past ~~and~~three ~~maintenance~~fiscal ~~with~~years. ~~revenue~~We ~~being~~do ~~recognized~~not ~~over~~believe ~~the~~that ~~time~~there is a reasonable likelihood that there will be a material change in the ~~service~~estimate isor ~~expected~~assumptions used to bedetermine ~~performed.~~the ~~Our~~fair ~~customers~~value ~~are~~of ~~billed~~assets ~~for~~acquired ~~service~~or ~~contracts~~liabilities assumed in ~~advance~~a ofbusiness ~~performance~~combination. ~~and~~However, ~~therefore~~if weactual ~~have~~results ~~contract~~are ~~liability~~not onconsistent with our ~~balance~~estimates ~~sheet~~or assumptions, we may be exposed to impairment charges that could be material.

Revenue is measured by the transaction price, which is defined as the amount of consideration we expect to receive in exchange for satisfying the performance obligations noted above. The transaction price is adjusted for estimates of known or expected variable consideration which includes sales discounts, trade promotions and certain other sales and customer incentives, including rebates and coupon redemptions. Variable consideration related to these programs is recorded as a reduction to revenue when the related revenue is recognized, and is recorded using the most likely amount method, with updates to estimates and related accruals of variable consideration occurring each period based on historical experience, changes in circumstances and other factors, including review of contractual pricing and rebate arrangements with customers.32

WeItem ~~do not believe that there is a reasonable likelihood that there will be material change in the estimates or assumptions used to recognize revenue~~7A. AsQuantitative ~~noted~~And ~~above,~~Qualitative ~~estimates~~Disclosures ~~are~~About ~~made~~Market based on historical experience and other factors. However, if the level of redemption rates or performance was to vary significantly from estimates, we may be exposed to gains or losses that could be material. We have not made any material changes in the accounting methodology used to recognize revenue during the past three fiscal years.Risk

~~Allowance~~The ~~for~~following ~~Estimated~~is ~~Credit~~the ~~Losses~~Company’s quantitative and qualitative analysis of its financial market risk:

WeInterest ~~provide~~Rate an allowance for estimated credit losses after taking into consideration historical experience and other factors. On September 27, 2020, the Company adopted guidance issued by the FASB in ASU 2016-13 Measurement of Credit Losses on Financial Instruments, which requires companies to recognize an allowance that reflects a current estimate of credit losses expected to be incurred over the life of the asset. 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.Sensitivity

WeThe doCompany ~~not~~has ~~believe~~in ~~that~~the ~~there~~past isentered ainto ~~reasonable~~interest ~~likelihood~~rate ~~that~~swaps ~~there~~to ~~will~~limit beits aexposure ~~material~~to ~~change~~interest rate risk and may do so in the ~~estimates~~future orif ~~assumptions~~the ~~used~~Board toof ~~value~~Directors ~~our~~feels ~~accounts~~that ~~receivable.~~such ~~Since~~non-trading ~~adoption~~hedging ofis in the ~~new~~best ~~guidance~~interest onof ~~September~~the ~~27,~~Company ~~2020,~~and weits ~~have~~shareholders. ~~not~~As ~~made~~of ~~any~~September ~~material~~28, ~~changes~~2024, in the ~~accounting~~Company ~~methodology~~had ~~used~~no tointerest ~~value~~rate ~~accounts~~swap ~~receivable~~contracts.

~~Valuation~~Interest ofRate ~~Goodwill~~Risk

WeAt ~~have~~September ~~three reporting units with goodwill. Goodwill is evaluated annually by the Company for impairment. We perform impairment tests at year end for our reporting units~~28, which are also the operating segment levels with recorded goodwill utilizing primarily the discounted cash flow method. This methodology used to estimate the fair value of the total Company and its reporting units requires inputs and assumptions (i.e. revenue growth2024, ~~operating profit margins, capital spending requirements and discount rates) that reflect current market conditions. The estimated fair value of each reporting unit is compared to~~ the ~~carrying value of the reporting unit. If the carrying value of the reporting unit exceeds its fair value, the goodwill of the reporting unit is potentially impaired, and the~~ Company ~~then~~had determines the implied fair value of goodwill, which is compared to the carrying value of goodwill to determine if impairment exists. Our tests at September 30, 2023 show that the fair value of each of our reporting units with goodwill exceeded its carrying value by at least 50%. Therefore, no ~~further~~debt ~~analysis was required~~outstanding.

~~The~~Purchasing inputs and assumptions used involve considerable management judgment and are based upon assumptions about expected future operating performance. Assumptions used in these forecasts are consistent with internal planning. The actual performance of the reporting units could differ from management’s estimates due to changes in business conditions, operating performance, economic conditions, competition, and consumer preferences. We have not made any material changes in the accounting methodology used to value goodwill during the past three fiscal years.Risk

29The Company’s most significant raw material requirements include flour, shortening, corn syrup, sugar, juice, cheese, chocolate, and a variety of nuts. The Company attempts to minimize the effect of future price fluctuations related to the purchase of raw materials primarily through forward purchasing to cover future manufacturing requirements, generally for periods from 1 to 12 months. Future contracts are not used in combination with forward purchasing of these raw materials. The Company’s procurement practices are intended to reduce the risk of future price increases, but also may potentially limit the ability to benefit from possible price decreases.

~~Valuation~~Foreign ofExchange ~~Long-Lived~~Rate ~~Assets and Other Intangible Assets~~Risk

WeThe ~~record~~Company anhas ~~impairment~~not ~~charge~~entered tointo ~~property,~~any ~~plant~~forward ~~and~~exchange ~~equipment~~contracts ~~and~~to ~~amortizing~~hedge ~~intangible~~its ~~assets~~foreign incurrency ~~accordance~~rate ~~with~~risk ~~the~~as ~~applicable~~of ~~accounting~~September ~~standards~~28, ~~when~~2024, ~~based~~because onit ~~certain~~does ~~indicators~~not ~~of impairment, we~~ believe ~~such~~its ~~assets~~foreign ~~have~~exchange ~~experienced~~exposure ~~a decline in value that~~ is ~~other than temporary~~significant. Future adverse changes in market conditions or poor operating results of these underlying assets could result in losses or an inability to recover the carrying value of the asset that may not be reflected in the asset’s current carrying value, thereby possibly requiring impairment charges in the future.

~~Indefinite~~Item ~~lived intangibles are reviewed annually for impairment~~8. ~~The~~Financial ~~fair~~Statements ~~value~~And ofSupplementary our indefinite lived intangible assets is calculated using either a relief from royalty valuation approach, or the excess earnings method. We are required to make estimates and assumptions about sales growth, royalty rates, and discount rates based on budgets, business plans, economic projections, and marketplace data. Our impairment analysis contains uncertainties due to uncontrollable events that could positively or negatively impact the future economic and operating conditions.Data

WeThe ~~have~~financial ~~not~~statements ~~made any material changes in the accounting methodology used to evaluate impairment~~ of ~~long-lived assets and other intangibles during~~ the ~~last~~Company ~~three fiscal years. While we believe we have made reasonable estimates and assumptions to calculate fair value of these assets, it is possible a material change could occur. If our actual results~~ are ~~not~~filed ~~consistent~~under ~~with~~this ~~our~~Item ~~estimates and assumptions used to calculate fair value~~8, itbeginning ~~could~~on ~~result~~page inF-1 ~~a material impairment~~ of ~~our~~this ~~long-lived assets and other intangibles~~report.

~~Insurance~~Item ~~Reserves~~9. Changes In And Disagreements With Accountants On Accounting And Financial Disclosure

~~We have a self-insured medical plan which covers approximately 1,800 of our employees~~None. We record a liability for incurred but not yet reported or paid claims based on our historical experience of claims payments and a calculated lag time period. Considering that we have stop loss coverage of $225,000 for each individual plan subscriber, the general consistency of claims payments and the short time lag, we believe that there is not a material exposure for this liability.

WeItem ~~self-insure, up to loss limits, workers’ compensation, automobile and general liability claims~~9A. ~~Insurance~~Controls ~~reserves~~And are calculated on a combination of an undiscounted basis based on actual claims data and estimates of incurred but not reported claims developed utilizing historical claims trends. Projected settlements of incurred but not reported claims are estimated based on pending claims, historical trends, industry trends related to expected losses and actual reported losses, and key assumptions, including loss development factors and expected loss rates.Procedures

WeDisclosure ~~have~~Controls ~~not~~and ~~made~~Procedures any material changes in the accounting methodology used to establish our self-insurance liability during the past three fiscal years. We do not believe that there is a reasonable likelihood that there will be a material change in the estimate or assumptions used to calculate our self-insurance liability. However, if actual results are not consistent with our estimates or assumptions, we may be exposed to gains or losses that could be material.

~~Income~~We ~~Taxes~~carried out an evaluation under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act for financial reporting, as of September 28, 2024. Based on that evaluation, our chief executive officer and chief financial officer have concluded that as of such date, our disclosure controls and procedures were not effective as a result of a material weakness in our internal control over financial reporting as described below.

The annual tax rate is based on our income and statutory tax rates. Changes in statutory rates and tax laws in jurisdictions in which we operate may have a material effect on our annual tax rate. The effect of these changes, if any, would be recognized as a discrete item upon enactment.33

~~Deferred~~Our ~~income~~disclosure ~~taxes~~controls ~~arise~~and ~~from~~procedures ~~temporary~~are ~~differences~~designed ~~between~~to provide reasonable assurance that information required to be disclosed by us in the ~~tax~~reports that we file or submit under the Exchange Act is recorded, processed, summarized, and ~~financial~~reported, ~~statement~~within ~~recognition~~the oftime ~~revenues~~periods specified in the rules and ~~expenses~~forms of the SEC. ~~Deferred~~These ~~tax~~disclosure ~~assets~~controls and ~~liabilities~~procedures ~~are~~include, ~~measured~~among ~~based~~other onthings, ~~the~~controls ~~enacted~~and ~~tax~~procedures ~~rates~~designed to provide reasonable assurance that ~~will~~information ~~apply~~required to be disclosed by us in the ~~years~~reports inthat ~~which~~we file under the ~~temporary~~Exchange ~~differences~~Act ~~are~~is ~~expected~~accumulated and communicated to beour ~~recovered~~management, orincluding ~~paid~~our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

WeManagement’s ~~have~~Report ~~not~~on ~~made~~Internal ~~any~~Control ~~material~~over ~~changes~~Financial inReporting the accounting methodology used to account for income taxes during the past three fiscal years. Changes in tax laws and rates could affect recorded deferred tax assets and liabilities in the future. Other than those potential impacts, we do not believe there is a reasonable likelihood that there will be a material change in tax related balances.

30Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, the chief executive officer and chief financial officer and effected by the board of directors and management to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

~~Business~~● ~~Combinations~~Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

We● ~~use~~Provide ~~assumptions~~reasonable ~~and~~assurance ~~estimates~~that intransactions ~~determining~~are ~~the~~recorded ~~fair value of assets acquired and liabilities assumed in a business combination. We use various models to value assets acquired and liabilities assumed, such~~ as ~~the~~necessary ~~net realizable value method~~ to ~~value~~permit ~~inventory,~~preparation ~~and the cost method and market approach to value property, plant and equipment. The determination~~ of ~~the~~financial ~~fair~~statements ~~value~~in ofaccordance ~~intangible assets, which can represent a significant portion of the purchase price of our acquisitions, requires the use of significant judgement~~ with ~~regard~~generally toaccepted ~~the~~accounting ~~fair value~~principles, and ~~whether~~that ~~such~~receipts ~~intangibles are amortizable or non-amortizable~~ and, ifexpenditures ~~the former, the period and method by which the intangible will be amortized. We estimate the fair value~~ of ~~acquisition-related intangibles either through~~ the ~~relief~~company of royalty method or multi-period excess earnings method, or based on projections of cash flows that will arise from identifiable intangible assets of acquired businesses, which includes estimate of customer attrition. The projected cash flows are ~~discounted~~being tomade ~~determine~~only ~~the present value of the assets at the date of acquisition. For significant acquisitions, we may use independent third-party valuation specialists to assist us~~ in ~~determining~~accordance ~~the~~with ~~fair~~authorizations ~~value~~ of ~~assets~~our ~~acquired~~management and ~~liabilities~~board ~~assumed.~~of directors;

We● ~~have~~Provide ~~not made any material changes in the accounting methodology used to account for business combinations during the past three fiscal years. We do not believe that there is a~~ reasonable ~~likelihood~~assurance ~~that~~regarding ~~there~~prevention ~~will be a material change in the estimate~~ or ~~assumptions~~timely ~~used~~detection ~~to determine the fair value~~ of ~~assets~~unauthorized ~~acquired or liabilities assumed in a business combination. However~~acquisition, ifuse ~~actual~~or ~~results~~disposition ~~are~~of ~~not consistent with~~ our ~~estimates~~assets orthat ~~assumptions,~~could wehave ~~may~~a bematerial ~~exposed~~effect toon ~~impairment~~the ~~charges~~financial ~~that could be material~~statements.

31Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~Item~~Our 7Amanagement assessed the effectiveness of our internal control over financial reporting as of September 28, 2024. ~~Quantitative~~In ~~And~~making ~~Qualitative~~this ~~Disclosures~~assessment, ~~About~~our ~~Market~~management ~~Risk~~used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the 2013 Internal Control-Integrated Framework.

~~The~~Based ~~following~~on isour ~~the~~assessment, ~~Company’s~~our ~~quantitative~~management identified a material weakness related to ineffective information technology general controls (ITGCs), including certain controls over logical access and ~~qualitative~~change ~~analysis~~management. As a result, certain business process controls that are dependent on the ineffective ITGCs, or rely on the data produced from systems impacted by the ineffective ITGCs, were also deemed ineffective. Management has therefore concluded that, as of ~~its~~September 28, 2024, the Company’s internal control over financial ~~market~~reporting ~~risk:~~was not effective.

~~Interest~~The ~~Rate~~material ~~Sensitivity~~weakness did not result in any material misstatements to our previously issued financial statements, nor in the financial statements included in this Form 10-K.

~~The~~Our ~~Company~~independent ~~has~~registered inpublic ~~the~~accounting ~~past~~firm, ~~entered~~Grant ~~into~~Thornton ~~interest~~LLP, ~~rate~~audited ~~swaps~~our tointernal ~~limit~~control ~~its~~over ~~exposure~~financial toreporting ~~interest~~as ~~rate~~of ~~risk~~September ~~and~~28, ~~may~~2024. doTheir soreport, indated ~~the~~November ~~future~~26, if2024, expressed an adverse opinion on the ~~Board~~effectiveness of ~~Directors~~the ~~feels~~Company’s ~~that~~internal ~~such~~control ~~non-trading~~over ~~hedging~~financial isreporting. inThat ~~the~~report ~~best~~appears ~~interest~~in Item 15 of ~~the~~Part ~~Company~~IV ~~and~~of ~~its~~this ~~shareholders.~~Annual AsReport ofon ~~September~~Form ~~30,~~10-K ~~2023,~~and ~~the~~is ~~Company~~incorporated ~~had~~by noreference ~~interest~~to ~~rate~~this ~~swap~~Item ~~contracts~~9A.

~~Interest~~Management’s ~~Rate~~Remediation ~~Risk~~Plans and Status

AtOur ~~September~~management ~~30,~~is ~~2023,~~committed to maintaining a strong internal control environment. In response to the ~~Company~~identified ~~had~~material ~~variable~~weakness ~~rate~~above, ~~debt~~management ofhas ~~$27~~already taken steps to substantially remediate this material weakness and will continue to take further steps until such remediation is complete.0 ~~million~~Remediation ~~with~~efforts ainclude ~~weighted~~ensuring ~~average~~that ~~interest~~change ~~rate~~management ofand 6user access controls are performed timely.~~48%.~~ IfOur ~~borrowing~~remediation ~~rates~~plan ~~were~~also includes: (i) enhancing processes around reviewing privileged access to ~~increase~~key 1%financial ~~above~~systems, ~~the~~(ii) ~~current~~strengthening ~~rates~~change management procedures, it(iii) ~~would~~expanding ~~increase~~the ~~interest~~management ~~expense~~and bygovernance ~~$0.3~~over ~~million~~ITGCs, on(iv) anenhancing ~~annual~~existing ~~basis~~access management procedures and ownership.

~~Purchasing~~As ~~Risk~~management continues to evaluate and work to improve our disclosure controls and procedures and internal control over financial reporting, we may take additional measures to address these control deficiencies or modify certain remediation measures described above. We anticipate that the foregoing efforts, when implemented and tested for a sufficient period of time, will remediate the material weakness described above.

The Company’s most significant raw material requirements include flour, shortening, corn syrup, sugar, juice, cheese, chocolate, and a variety of nuts. The Company attempts to minimize the effect of future price fluctuations related to the purchase of raw materials primarily through forward purchasing to cover future manufacturing requirements, generally for periods from 1 to 12 months. Future contracts are not used in combination with forward purchasing of these raw materials. The Company’s procurement practices are intended to reduce the risk of future price increases, but also may potentially limit the ability to benefit from possible price decreases.34

~~Foreign~~Item ~~Exchange~~9B. ~~Rate~~Other ~~Risk~~Information

~~The~~None ~~Company~~of ~~has~~our ~~not~~directors ~~entered~~or ~~into~~executive officers adopted, modified or terminated any ~~forward~~contract, ~~exchange~~instruction ~~contracts~~or towritten ~~hedge~~plan ~~its~~for ~~foreign~~the ~~currency~~purchase ~~rate~~or ~~risk~~sale asof our securities that was intended to satisfy the affirmative defense conditions of ~~September~~Rule ~~30,~~10b5-1(c) ~~2023,~~or ~~because~~any it“non-Rule ~~does~~10b5-1 ~~not~~trading ~~believe~~arrangement” ~~its~~as ~~foreign~~defined ~~exchange~~in ~~exposure~~Item is408(c) ~~significant~~of Regulation S-K.

~~Item~~There was no information required on Form 8.-K ~~Financial~~during ~~Statements~~the ~~And~~quarter ~~Supplementary~~that ~~Data~~was not reported.

~~The financial statements of the Company are filed under this~~ Item 8,9C. ~~beginning~~Disclosure onRegarding ~~page~~Foreign ~~F-1~~Jurisdictions ofthat ~~this~~Prevent ~~report.~~ Inspections

~~Item~~Not 9applicable. ~~Changes In And Disagreements With Accountants On Accounting And Financial Disclosure~~

~~None.~~PART III

32Item 10. Directors, Executive Officers, and Corporate Governance

~~Item~~The ~~9A.~~information ~~Controls~~required ~~And~~relating ~~Procedures~~to directors, director nominees and executive officers of the registrant is incorporated by reference from the information under the captions “Election of Directors,” “Biographical Information about the Nominees and Directors,” “Board Committees” and “Executive Officers” contained in our Proxy Statement for our Annual Meeting of Shareholders to be held on February 12, 2025 (the “Proxy Statement”).

~~Disclosure~~The ~~Controls~~information relating to the identification of the audit committee, audit committee financial expert and ~~Procedures~~director nomination procedures of the registrant is incorporated by reference from the information under the captions “The Audit Committee” and “The Nominating Committee” contained in the Proxy Statement.

WeThe ~~carried~~information ~~out~~concerning anSection ~~evaluation~~16(a) ~~under~~Compliance ~~the~~appearing ~~supervision~~under ~~and with~~ the ~~participation~~caption of“Delinquent ~~our~~Section management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-1516(ea) ~~promulgated~~Reports” ~~under~~in the ~~Exchange~~Proxy ~~Act~~Statement ~~for~~is ~~financial~~incorporated ~~reporting,~~herein asby ~~of September 30, 2023~~reference. ~~Based on that evaluation, our chief executive officer and chief financial officer concluded that these controls and procedures are effective at a reasonable assurance level.~~

~~Our~~The ~~disclosure~~Company ~~controls~~has ~~and~~adopted ~~procedures~~insider ~~are~~trading ~~designed~~policies toand ~~provide~~procedures ~~reasonable~~applicable ~~assurance that information required~~ to beour ~~disclosed by us in the reports that we file or submit under the Exchange Act is recorded~~directors, ~~processed~~officers, ~~summarized,~~ and ~~reported~~employees, ~~within~~and ~~the~~have ~~time~~implemented ~~periods~~processes ~~specified~~for in the ~~rules and forms of the SEC. These disclosure controls and procedures include~~company, ~~among~~that ~~other~~we ~~things,~~believe ~~controls~~are ~~and~~reasonably ~~procedures~~ designed to ~~provide~~promote ~~reasonable~~compliance ~~assurance~~with ~~that~~insider ~~information~~trading ~~required~~laws, torules, ~~be disclosed by us in the reports that we file under the Exchange Act is accumulated~~ and ~~communicated to our management~~regulations, ~~including our chief executive officer~~ and ~~chief~~the ~~financial~~Nasdaq ~~officer,~~Stock asMarket ~~appropriate~~LLC tolisting ~~allow timely decisions regarding required disclosure~~standards.

~~Management’s~~Our ~~Report~~Insider Trading Policy prohibits our employees and related persons and entities from trading in securities of J & J Snack Foods Corp. and other companies while in possession of material, nonpublic information. Our General Insider Trading Policy also prohibits our employees from disclosing material, nonpublic information of J & J Snack Foods Corp., or another publicly traded company, to others who may trade on ~~Internal~~the ~~Control~~basis ~~over~~of ~~Financial~~that ~~Reporting~~information. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Form 10-K.

~~Our~~The ~~management~~Company ishas ~~responsible~~adopted ~~for~~a ~~establishing~~Code ~~and~~of ~~maintaining~~Ethics ~~adequate~~pursuant ~~internal~~to ~~control~~Section ~~over~~406 of the Sarbanes-Oxley Act of 2002, which applies to the Company’s principal executive officer and senior financial ~~reporting~~officers. ~~Internal~~The ~~control~~Company ~~over~~has ~~financial~~also ~~reporting~~adopted isa ~~defined~~Code inof ~~Rule~~Business ~~13a-15(f)~~Conduct and ~~15d-15(f)~~Ethics ~~under~~which ~~the~~applies ~~Exchange~~to ~~Act~~all asemployees. aThe ~~process~~Company ~~designed~~will byfurnish any person, orwithout ~~under~~charge, a copy of the ~~supervision~~Code of Ethics upon written request to J & J Snack Foods Corp., ~~the~~350 ~~chief~~Fellowship ~~executive~~Rd., ~~officer~~Mt. ~~and~~Laurel, ~~chief~~New ~~financial~~Jersey ~~officer~~08054, ~~and~~Attn: ~~effected~~Secretary. byA copy of the ~~board~~Code of ~~directors~~Ethics ~~and~~can ~~management~~also tobe ~~provide~~found ~~reasonable~~on ~~assurance~~our ~~regarding~~website ~~the~~at ~~reliability~~www.jjsnack.com. Any waiver of ~~financial~~any ~~reporting~~provision ~~and~~of the ~~preparation~~Code of Ethics granted to the principal executive officer or senior financial ~~statements~~officer ~~for~~may ~~external~~only ~~purposes~~be ingranted ~~accordance~~by ~~with~~a ~~generally~~majority ~~accepted~~of ~~accounting~~the ~~principles~~Company’s ~~and~~disinterested ~~includes~~directors. ~~those~~If ~~policies~~a ~~and~~waiver ~~procedures~~is ~~that:~~granted, information concerning the waiver will be posted on our website www.jjsnack.com for a period of 12 months.

~~● Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;~~35

●Item ~~Provide~~11. ~~reasonable~~Executive assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of our management and board of directors;Compensation

●Information ~~Provide~~concerning ~~reasonable~~executive ~~assurance~~compensation ~~regarding~~appearing ~~prevention~~in orthe ~~timely~~Proxy ~~detection~~Statement ofunder ~~unauthorized~~the ~~acquisition,~~caption ~~use~~“Executive orCompensation” ~~disposition~~is ofincorporated ~~our~~herein ~~assets~~by ~~that could have a material effect on the financial statements~~reference.

~~Because~~Item ~~of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements~~12. ~~Projections~~Security ofOwnership ~~any~~Of ~~evaluation~~Certain ofBeneficial ~~effectiveness~~Owners toAnd ~~future~~Management ~~periods~~And ~~are~~Related ~~subject~~Stockholder ~~to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.~~Matters

~~Our~~Information ~~management~~concerning ~~assessed~~ the ~~effectiveness~~security ownership of ~~our~~certain ~~internal~~beneficial ~~control~~owners ~~over~~and ~~financial~~management ~~reporting~~and asthe ofinformation ~~September~~concerning ~~30,~~equity ~~2023.~~compensation Inplans ~~making~~appearing ~~this~~in ~~assessment,~~the ~~our~~Proxy ~~management~~Statement ~~used~~under the ~~criteria~~captions ~~set~~“Security ~~forth~~Ownership byof ~~the~~Certain ~~Committee~~Beneficial ofOwners ~~Sponsoring~~and ~~Organizations~~Management” ofand ~~the~~“Equity ~~Treadway~~Compensation ~~Commission~~Plan ~~(COSO)~~Information” inis ~~the~~incorporated ~~2013~~herein ~~Internal~~by ~~Control-Integrated Framework~~reference.

~~Our~~The ~~independent~~information ~~registered~~set ~~public~~forth accounting firm, Grant Thornton LLP, audited our internal control over financial reporting as of September 30, 2023. Their report, dated November 28, 2023, expressed an unqualified opinion on our internal control over financial reporting. That report appears in ~~Item 15~~the ofProxy ~~Part~~Statement IVunder ofthe ~~this~~captions ~~Annual~~“Certain ~~Report~~Relationships” onand ~~Form~~“Director ~~10-K~~Independence” ~~and~~ is incorporated herein by reference ~~to this Item 9A~~.

33Item 14. Principal Accountant Fees And Services

~~Item~~The ~~9B.~~information ~~Other~~set ~~Information~~forth in the Proxy Statement under the captions “Ratification of Independent Registered Public Accounting Firm” and “Fees of Independent Registered Public Accounting Firm” is incorporated herein by reference.

~~None~~PART 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-KIV

~~There~~Item ~~was~~15. noExhibits, ~~information~~Financial ~~required~~Statement ~~on Form 8-K during the quarter that was not reported.~~Schedules

~~Item~~a) ~~9C.~~The ~~Disclosure~~following ~~Regarding~~documents ~~Foreign~~are ~~Jurisdictions~~filed ~~that~~as ~~Prevent~~part ~~Inspections~~of this Report:

~~Not~~(1) ~~applicable.~~Financial Statements

~~PART~~The ~~III~~financial statements filed as part of this report are listed on the Index to Consolidated Financial Statements and Financial Statements Schedule on page F-1.

~~Item~~(2) ~~10.~~Financial ~~Directors,~~Statement ~~Executive~~Schedule ~~Officers~~– ~~and~~Page ~~Corporate Governance~~S-1

~~The~~Schedule ~~information~~II ~~required~~– ~~relating~~Valuation ~~to directors, director nominees~~ and ~~executive~~Qualifying officers of the registrant is incorporated by reference from the information under the captions “Election of Directors,” “Biographical Information about the Nominees and Directors,” “Board Committees” and “Executive Officers” contained in our Proxy Statement for our Annual Meeting of Shareholders to be held on February 13, 2024 (the “Proxy Statement”).Accounts

~~The~~All ~~information~~other ~~relating~~schedules toare ~~the~~omitted ~~identification~~either ofbecause ~~the~~they ~~audit~~are ~~committee,~~not ~~audit~~applicable ~~committee~~or ~~financial~~because ~~expert and director nomination procedures of~~ the ~~registrant is incorporated by reference from the~~ information ~~under~~required ~~the~~is ~~captions “The Audit Committee” and “The Nominating Committee”~~ contained in the ~~Proxy~~financial ~~Statement~~statements or notes thereto.

~~The information concerning Section 16(a~~b) ~~Compliance appearing under the caption “Delinquent Section 16(a) Reports” in the Proxy Statement is incorporated herein by reference.~~Exhibits

~~The Company has adopted a Code of Ethics pursuant to Section 406 of the Sarbanes-Oxley Act of 2002, which applies to the Company’s principal executive officer and senior financial officers~~2. The Company has also adopted a Code of Business Conduct and Ethics which applies to all employees. The Company will furnish any person, without charge, a copy of the Code of Ethics upon written request to J & J Snack Foods Corp., 350 Fellowship Rd., Mt. Laurel, New Jersey 08054, Attn: Secretary. A copy of the Code of Ethics can also be found on our website at www.jjsnack.com. Any waiver of any provision of the Code of Ethics granted to the principal executive officer or senior financial officer may only be granted by a majority of the Company’s disinterested directors. If a waiver is granted, information concerning the waiver will be posted on our website www.jjsnack.com for a period of 12 months.1

~~Item~~Securities 11Purchase Agreement, by and among the Company, DD Acquisition Holdings, LLC, Dippin’ Dots Holding, L.L.C., ~~Executive~~Fischer ~~Compensation~~Industries, L.L.C, Stephen Scott Fischer Revocable Trust, Stephen Scott Fischer Exempt Trust, Mark A. Fischer 1994 Trust, Susan L. Fischer 1994 Trust, Christy Fischer Speakes Exempt Trust, Mark A. Fischer, as the Seller Representative, and Cryogenics Processors, LLC (Incorporated by reference from the Company’s Form 8-K filed May 20, 2022).

~~Information concerning executive compensation appearing in the Proxy Statement under the caption “Executive Compensation” is incorporated herein by reference.~~36

~~Item 12~~3. ~~Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters~~1

~~Information~~Amended ~~concerning~~and ~~the~~Restated ~~security~~Certificate ~~ownership~~ of ~~certain~~Incorporation ~~beneficial~~of ~~owners~~J ~~and~~& ~~management~~J ~~and~~Snack ~~the~~Foods ~~information~~Corp ~~concerning~~(Incorporated ~~equity~~by ~~compensation~~reference ~~plans~~from ~~appearing in~~ the ~~Proxy~~Company’s ~~Statement~~Form ~~under~~10-K ~~the~~filed ~~captions~~November ~~“Security~~22, ~~Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” is incorporated herein by reference~~2022).

~~Item 13~~3. ~~Certain Relationships And Related Transactions, and Director Independence~~2

~~The~~Certificate ~~information~~of ~~set~~Amendment ~~forth~~to in the ~~Proxy~~Amended ~~Statement~~and ~~under~~Restated ~~the~~Certificate ~~captions~~of ~~“Certain~~Incorporation ~~Relationships”~~(Incorporated ~~and~~by ~~“Director~~reference ~~Independence”~~from isthe ~~incorporated~~Company’s ~~herein~~Form by8-K ~~reference~~filed June 24, 2022).

~~Item 14~~3. ~~Principal Accountant Fees And Services~~3

~~The~~Revised ~~information~~Bylaws ~~set~~adopted ~~forth~~November in15, ~~the~~2023 ~~Proxy~~(Incorporated ~~Statement~~by ~~under~~reference from the ~~captions~~Company’s ~~“Ratification~~Form of8-K ~~Independent~~filed ~~Registered~~November ~~Public~~21, ~~Accounting Firm” and “Fees of Independent Registered Public Accounting Firm” is incorporated herein by reference~~2023).

344.6

~~PART~~Second IVAmended and Restated Credit Agreement (Incorporated by reference from the Company’s Form 10-Q dated February 2, 2022).

~~Item 15~~4. ~~Exhibits, Financial Statement Schedules~~7

a)Amendment ~~The~~No. ~~following~~1 ~~documents~~to ~~are~~the ~~filed~~Second asAmended ~~part~~and ofRestated ~~this~~Credit ~~Report:~~Agreement (Incorporated by reference to the Company’s Form 8-K filed on June 24, 2022).

~~(1) Financial Statements The financial statements filed as part of this report are listed on the Index to Consolidated Financial Statements and Financial Statements Schedule on page F-1~~4.8

~~(2)~~Description ~~Financial~~of ~~Statement~~Securities ~~Schedule~~Registered –Pursuant ~~Page~~to ~~S-1~~Section ~~Schedule~~12 IIof –the ~~Valuation~~Securities ~~and~~Exchange ~~Qualifying~~Act ~~Accounts~~of ~~All~~1934 ~~other~~(Incorporated ~~schedules~~by ~~are~~reference ~~omitted~~from ~~either because they are not applicable or because~~ the ~~information~~Company’s ~~required~~Form is10-K ~~contained~~filed inNovember ~~the~~22, ~~financial statements or notes thereto~~2022).

b)10.1* J ~~Exhibits~~& J Snack Foods Corp. Amended and Restated Long-Term Incentive Plan (Incorporated by referenced from the Company’s Form 8-K filed on February 12, 2021).

210.13* Inducement Restricted Stock Award Agreement (Incorporated by reference from the Company’s Form 8-K filed on October 26, 2020).

~~Securities Purchase Agreement, by and among the Company, DD Acquisition Holdings, LLC, Dippin’ Dots Holding, L~~10.L.C., Fischer Industries, L.L.C, Stephen Scott Fischer Revocable Trust, Stephen Scott Fischer Exempt Trust, Mark A. Fischer 1994 Trust, Susan L. Fischer 1994 Trust, Christy Fischer Speakes Exempt Trust, Mark A. Fischer, as the Seller Representative, and Cryogenics Processors, LLC (Incorporated by reference from the Company’s Form 8-K filed May 20, 2022).4*

~~3.1~~Form of Performance Share Unit Agreement (Incorporated by reference from the Company’s Form 8-K filed on January 26, 2022).

~~Amended and Restated Certificate of Incorporation of J & J Snack Foods Corp (Incorporated by reference from the Company’s Form~~ 10~~-K filed November 22, 2022)~~.5*

~~3.2~~Form of Service Share Unit Agreement (Incorporated by reference from the Company’s Form 8-K filed on January 26, 2022).

~~Certificate of Amendment to the Amended and Restated Certificate of Incorporation (Incorporated by reference from the Company’s Form 8-K filed June 24, 2022)~~10.6*

3J & J Snack Foods Corp.3 2022 Long-Term Incentive Plan (Incorporated by reference from the Company’s Form 8-K filed on February 14, 2023).

~~Revised Bylaws adopted November 15, 2023 (Incorporated by reference from the Company’s Form 8-K filed November 21, 2023)~~10. 7*

4Executive Employment Agreement dated February 14, 2023 between J & J Snack Foods Corp.6 and Daniel Fachner (Incorporated by reference from the Company’s Form 8-K filed on February 17, 2023).

~~Second Amended and Restated Credit Agreement (Incorporated by reference from the Company’s Form~~ 10~~-Q dated February 2, 2022)~~.8*

4Form of Performance-Based Restricted Stock Unit Award Agreement (Incorporated by reference from the Company’s Form 10-K filed on November 28, 2023).7

~~Amendment No~~10. ~~1 to the Second Amended and Restated Credit Agreement (Incorporated by reference to the Company’s Form 8-K filed on June 24, 2022).~~9*

4Form of Restricted Stock Unit Award Agreement (Incorporated by reference from the Company’s Form 10-K filed on November 28, 2023).8

~~Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (Incorporated by reference from the Company’s Form 10-K filed November 22, 2022)~~19.1**

10.1* J & J Snack Foods Corp. ~~Amended~~Insider ~~and~~Trading ~~Restated Long-Term Incentive Plan (Incorporated by referenced from the Company’s Form 8-K filed on February 12, 2021).~~Policy

3537

1021.31* ~~Inducement Restricted Stock Award Agreement (Incorporated by reference from the Company’s Form 8-K filed on October 26, 2020).~~*

10Subsidiaries of J & J Snack Foods Corp.4*

~~Form of Performance Share Unit Agreement (Incorporated by reference from the Company’s Form 8-K filed on January 26, 2022)~~23.1**

10Consent of Independent Registered Public Accounting Firm.5*

~~Form of Service Share Unit Agreement (Incorporated by reference from the Company’s Form 8-K filed on January 26, 2022)~~31.1**

10Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.6*

~~J & J Snack Foods Corp~~31. ~~2022 Long-Term Incentive Plan (Incorporated by reference from the Company’s Form 8-K filed on February 14, 2023).~~2**

10Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.7*

~~Executive Employment Agreement dated February 14, 2023 between J & J Snack Foods Corp~~32. ~~and Daniel Fachner (Incorporated by reference from the Company’s Form 8-K filed on February 17, 2023).~~1**

10Certification Pursuant to 18 U.8* **S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002.

~~Form of Performance-Based Restricted Stock Unit Award Agreement~~ 32.2**

10Certification Pursuant to 18 U.9* **S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002.

~~Form of Restricted Stock Unit Award Agreement~~ 97.1**

21J & J Snack Foods Corp.1** Clawback Policy

~~Subsidiaries~~101** ~~of J & J Snack Foods Corp.~~

23The following financial information from J & J Snack Foods Corp.1**'s Form 10-K for the year ended September 28, 2024, formatted in iXBRL (Inline extensible Business Reporting Language):

~~Consent~~(i) ofConsolidated ~~Independent~~Balance ~~Registered Public Accounting Firm.~~Sheets,

31.1**(ii) Consolidated Statements of Earnings,

~~Certification~~(iii) ~~Pursuant~~Consolidated toStatements ~~Section 302~~ of ~~the~~Comprehensive ~~Sarbanes-Oxley Act of 2002.~~Income,

31.2**(iv) Consolidated Statements of Cash Flows,

~~Certification~~(v) ~~Pursuant~~Consolidated toStatement ~~Section 302~~ of ~~the~~Changes ~~Sarbanes-Oxley~~in ~~Act~~Stockholders' ofEquity ~~2002.~~and

32.1**(vi) The Notes to the Consolidated Financial Statements

~~Certification~~104 ~~Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002.~~

32Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).2**

~~Certification~~*Compensatory ~~Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002.~~Plan

~~101~~**Filed Herewith

The following financial information from J&J Snack Foods Corp.'s Form 10-K for the year ended September 30, 2023, formatted in iXBRL (Inline 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,

(v) Consolidated Statement of Changes in Stockholders' Equity and

(vi) The Notes to the Consolidated Financial Statements

104

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

*Compensatory Plan

**Filed Herewith

Item 16. Form 10-K Summary

Not applicable.

3638

SIGNATURES

Pursuant to the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused report to be signed on its behalf by the undersigned, thereunto duly authorized.

J & J SNACK FOODS CORP.

November 28, 2023	By:	/s/ Dan Fachner
November 26, 2024	By:	/s/ Dan Fachner
		Dan Fachner,
		Dan Fachner, Chairman, President and Chief Executive Officer (Principal Executive Officer)
		Chief Executive Officer,
		President and Director
		(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

November 28, 2023		/s/ Dan Fachner
November 26, 2024	/s/ Dan Fachner
		Dan Fachner,
	Dan Fachner, Chairman, President and Chief Executive Officer (Principal Executive Officer)
		Chief Executive Officer
November 26, 2024	/s/ Ken A. Plunk
		and President and Director
	Ken A. Plunk, Senior Vice President and Chief Financial Officer (Principal Financial Officer) (Principal Accounting Officer)
		(Principal Executive Officer)
November 26, 2024
November 28, 2023		/s/ Ken A. Plunk
	Gerald B. Shreiber, Director
		Ken A. Plunk, Senior Vice
November 26, 2024	/s/ Sidney R. Brown
		President and Chief Financial
	Sidney R. Brown, Director
		Officer
November 26, 2024	/s/ Peter G. Stanley
		(Principal Financial Officer)
	Peter G. Stanley, Director
		(Principal Accounting Officer)
November 26, 2024	/s/ Vincent A. Melchiorre
November 28, 2023		/s/ Gerald B. Shreiber
	Vincent A. Melchiorre, Director
		Gerald B. Shreiber, Director
November 26, 2024	/s/ Marjorie S. Roshkoff
November 28, 2023		/s/ Sidney R. Brown
	Marjorie S. Roshkoff, Director
		Sidney R. Brown, Director
November 26, 2024	/s/ Roy C. Jackson
November 28, 2023		/s/ Peter G. Stanley
	Roy C. Jackson, Director
		Peter G. Stanley, Director
November 26, 2024	/s/ Mary M. Meder
November 28, 2023		/s/ Vincent A. Melchiorre
	Mary M. Meder, Director
		Vincent A. Melchiorre, Director
November 28, 2023		/s/ Marjorie S. Roshkoff
		Marjorie S. Roshkoff, Director
November 28, 2023		/s/ Roy C. Jackson
		Roy C. Jackson, Director
November 28, 2023		/s/ Mary M. Meder
		Mary M. Meder, Director

3739

J & J SNACK FOODS CORP.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

AND FINANCIAL STATEMENT SCHEDULE

Financial Statements:
Report of Independent Registered Public Accounting Firm (PCAOB ID 248)	F-2
Opinion of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting	F-4
Consolidated Balance Sheets as of September 30, 2023 and September 24, 2022	F-5
Consolidated Statements of Earnings for the fiscal years ended September 30, 2023, September 24, 2022 and September 25, 2021	F-6
Consolidated Statements of Comprehensive Income for the fiscal years ended September 30, 2023, September 24, 2022 and September 25, 2021	F-7
Consolidated Statement of Changes in Stockholders’ Equity for the fiscal years ended September 30, 2023, September 24, 2022 and September 25, 2021	F-8
Consolidated Statements of Cash Flows for the fiscal years ended September 30, 2023, September 24, 2022 and September 25, 2021	F-9
Notes to Consolidated Financial Statements	F-10
Financial Statement Schedule:
Schedule II – Valuation and Qualifying Accounts	S-1

Financial Statements:

F - 1

Report of Independent Registered Public Accounting Firm (PCAOB ID 248)	F-2

Opinion of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting	F-4

Consolidated Balance Sheets as of September 28, 2024 and September 30, 2023	F-5

Consolidated Statements of Earnings for the fiscal years ended September 28, 2024, September 30, 2023, and September 24, 2022	F-6

Consolidated Statements of Comprehensive Income for the fiscal years ended September 28, 2024, September 30, 2023, and September 24, 2022	F-7

Consolidated Statement of Changes in Stockholders’ Equity for the fiscal years ended September 28, 2024, September 30, 2023, and September 24, 2022	F-8

Consolidated Statements of Cash Flows for the fiscal years ended September 28, 2024, September 30, 2023, and September 24, 2022	F-9

Notes to Consolidated Financial Statements	F-10

Financial Statement Schedule:

Schedule II – Valuation and Qualifying Accounts	S-1

F -1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

J&J Snack Foods Corp. and Subsidiaries

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of J&J Snack Foods Corp. (a New Jersey corporation) and subsidiaries (the “Company”) as of September 3028, ~~2023~~2024 and September 2430, ~~2022~~2023, the related consolidated statements of earnings, comprehensive income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended September 3028, ~~2023~~2024, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 3028, ~~2023~~2024 and September 2430, ~~2022~~2023, and the results of its operations and its cash flows for each of the three years in the period ended September 3028, ~~2023~~2024, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of ~~December~~September 3128, ~~20X2~~2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated November 2826, ~~2023~~2024 expressed an ~~unqualified~~adverse opinion.

Basis for opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical audit matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Net Revenue Adjustments

As described further in ~~Note~~note A to the consolidated financial statements, contracts with customers include some form of variable consideration, including sales discounts, trade promotions and certain other sales and consumer incentives, including rebates and coupon redemptions. Variable consideration is treated as a reduction in revenue when the related revenue is recognized, and is recorded using the most likely amount method, with updates to estimates and related accruals of variable consideration occurring each period based on historical experience and changes in circumstances. We identified the estimation of certain subsidiaries’ reserves for these net revenue adjustments by management as a critical audit matter.

WeThe ~~identified~~principal considerations for our determination that the estimation of certain subsidiaries’ reserves for these net revenue adjustments byis ~~management as~~ a critical audit matter ~~because~~are that the inputs and assumptions utilized by management in estimating these reserves, including consistency of historical data and estimates of future customer credits, require significant judgment and create a high degree of estimation uncertainty. Consequently, auditing these assumptions require subjective auditor judgment.

F - 2

Our audit procedures related to the estimation of the reserves included the following, among others:

●

We obtained an understanding, evaluated the design, and tested the operating effectiveness of key controls relating to management’s calculation of the reserves for net revenue adjustments, including understanding relevant inputs and assumptions of key management review controls over the period-end accrual of allowances and end-user pricing adjustments.

●

We re-performed management’s process for calculating the reserves for net revenue adjustments.

●

We evaluated key inputs relevant to the net revenue adjustments, including contractual pricing and rebate arrangements with customers and historical allowance data, which were compared to source documents. We evaluated key assumptions relevant to net revenue adjustments, including the consistency of historical data and estimates of future customer credits.

● We evaluated transactions subsequent to year end, which involved inspecting customer credits and relevant source documents submitted by customers inrelated ~~conjunction~~to ~~with~~ the allowance, including end-user pricing adjustments.

/s/GRANT THORNTON LLP

We have served as the Company’s auditor since 1984.

Philadelphia, Pennsylvania

November 2826, ~~2023~~2024

F - 3

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

J&J Snack Foods Corp. and Subsidiaries

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of J&J Snack Foods Corp. (a New Jersey corporation) and subsidiaries (the “Company”) as of September 3028, ~~2023~~2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, because of the ~~Company~~effect ~~maintained,~~of the material weakness described in ~~all~~the ~~material~~following ~~respects~~paragraphs on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of September 3028, ~~2023~~2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

WeA ~~also~~material ~~have~~weakness ~~audited~~is a deficiency, inor ~~accordance~~combination ~~with~~of ~~the~~control ~~standards~~deficiencies, ofin ~~the~~internal ~~Public~~control ~~Company~~over ~~Accounting~~financial ~~Oversight~~reporting, ~~Board~~such ~~(United~~that ~~States)~~there ~~(“PCAOB”),~~is ~~the~~a ~~consolidated~~reasonable ~~financial~~possibility ~~statements~~that a material misstatement of the ~~Company~~company’s asannual ofor ~~and~~interim ~~for~~financial ~~the~~statements ~~year~~will ~~ended~~not ~~September~~be ~~30,~~prevented ~~2023,~~or ~~and~~detected ~~our~~on ~~report~~a ~~dated~~timely ~~November~~basis. ~~28,~~The ~~2023 expressed~~following anmaterial ~~unqualified~~weakness ~~opinion~~has onbeen ~~those~~identified ~~financial~~and ~~statements~~included in management’s assessment.

Management identified a material weakness related to ineffective information technology general controls (ITGC’s), including certain controls over logical access and change management. As a result, certain business process controls that are dependent on the ineffective ITGCs, or rely on the data produced from systems impacted by the ineffective ITGC’s, were also deemed ineffective.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended September 28, 2024. The material weakness identified above was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and this report does not affect our report dated November 26, 2024 which expressed an unqualified opinion on those financial statements.

Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control ~~Over~~over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ GRANT THORNTON LLP

Philadelphia, Pennsylvania

November 2826, ~~2023~~2024

F - 4

Item 8. Financial Statements And Supplementary Data

J & J SNACK FOODS CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share amounts)

CONSOLIDATED BALANCE SHEETS

	September 28,			September 30,
	2024			2023
Assets
Current assets
Cash and cash equivalents	$	73,394		$	49,581
Accounts receivable, net		189,233			198,129
Inventories		173,141			171,539
Prepaid expenses and other		14,646			10,963
Total current assets		450,414			430,212

Property, plant and equipment, at cost		1,012,043			960,198
Less accumulated depreciation and amortization		620,858			574,295
Property, plant and equipment, net		391,185			385,903

Other non-current assets
Goodwill		185,070			185,070
Other intangible assets, net		182,256			183,529
Operating lease right-of-use assets		152,383			88,868
Other		3,793			3,654
Total other non-current assets		523,502			461,121
Total Assets	$	1,365,101		$	1,277,236

Liabilities and Stockholders' Equity
Current liabilities
Current finance lease liabilities	$	243		$	201
Accounts payable		89,268			90,758
Accrued insurance liability		16,933			15,743
Accrued liabilities		10,063			14,214
Current operating lease liabilities		19,063			16,478
Accrued compensation expense		23,325			23,341
Dividends payable		15,178			14,209
Total current liabilities		174,073			174,944

Long-term debt		-			27,000
Noncurrent finance lease liabilities		445			600
Noncurrent operating lease liabilities		140,751			77,631
Deferred income taxes		87,824			81,310
Other long-term liabilities		5,038			4,233
Commitments and contingencies (Note I)

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 19,460,000 and 19,332,000 respectively		136,516			114,556
Accumulated other comprehensive loss		(15,299	)		(10,166	)
Retained Earnings		835,753			807,128
Total stockholders' equity		956,970			911,518
Total Liabilities and Stockholders' Equity	$	1,365,101		$	1,277,236

(in thousands, except share amounts)

	September 30,			September 24,
	2023			2022
Assets
Current assets
Cash and cash equivalents	$	49,581		$	35,181
Marketable securities held to maturity		-			4,011
Accounts receivable, net		198,129			208,178
Inventories		171,539			180,473
Prepaid expenses and other		10,963			16,794
Total current assets		430,212			444,637
Property, plant and equipment, at cost		960,198			860,050
Less accumulated depreciation and amortization		574,295			524,683
Property, plant and equipment, net		385,903			335,367
Other assets
Goodwill		185,070			184,420
Other intangible assets, net		183,529			191,732
Marketable securities available for sale		-			5,708
Operating lease right-of-use assets		88,868			51,137
Other		3,654			3,965
Total other assets		461,121			436,962
Total Assets	$	1,277,236		$	1,216,966
Liabilities and Stockholders' Equity
Current Liabilities
Current finance lease liabilities	$	201		$	124
Accounts payable		90,758			108,146
Accrued insurance liability		15,743			15,678
Accrued liabilities		14,214			9,214
Current operating lease liabilities		16,478			13,524
Accrued compensation expense		23,341			21,700
Dividends payable		14,209			13,453
Total current liabilities		174,944			181,839
Long-term debt		27,000			55,000
Noncurrent finance lease liabilities		600			254
Noncurrent operating lease liabilities		77,631			42,660
Deferred income taxes		81,310			70,407
Other long-term liabilities		4,233			3,637
Commitments and Contingencies (Note I)
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 19,332,000 and 19,219,000 respectively		114,556			94,026
Accumulated other comprehensive loss		(10,166	)		(13,713	)
Retained Earnings		807,128			782,856
Total stockholders' equity		911,518			863,169
Total Liabilities and Stockholders' Equity	$	1,277,236		$	1,216,966

The accompanying notes are an integral part of these statements.

F - 5

J & J SNACK FOODS CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (in thousands, except per share information)

CONSOLIDATED STATEMENTS OF EARNINGS

	Fiscal year ended
	September 28,			September 30,			September 24,
	2024			2023			2022
	(52 weeks)			(53 weeks)			(52 weeks)

Net Sales	$	1,574,755		$	1,558,829		$	1,380,656
Cost of goods sold		1,088,630			1,088,964			1,011,014
Gross Profit		486,125			469,865			369,642

Operating expenses
Marketingand selling		118,805			110,258			91,636
Distribution		175,601			172,804			159,637
Administrative		74,771			75,425			55,189
Intangible asset impairment charges		-			1,678			1,010
Other expense (income)		(597	)		182			371
Total operating expenses		368,580			360,347			307,843
Operating Income		117,545			109,518			61,799

Other income (expenses)
Investment income		3,228			2,743			980
Interest expense		(1,826	)		(4,747	)		(1,025	)

Earnings before income taxes		118,947			107,514			61,754

Income taxes		32,396			28,608			14,519

NET EARNINGS	$	86,551		$	78,906		$	47,235

Earnings per diluted share	$	4.45		$	4.08		$	2.46

Weighted average number of diluted shares		19,449			19,324			19,213

Earnings per basic share	$	4.46		$	4.10		$	2.47

Weighted average number of basic shares		19,389			19,257			19,148

(in thousands, except per share information)

	Fiscal year ended
	September 30,			September 24,			September 25,
	2023			2022			2021
	(53 weeks)			(52 weeks)			(52 weeks)
Net Sales	$	1,558,829		$	1,380,656		$	1,144,579
Cost of goods sold		1,088,964			1,011,014			845,651
Gross Profit		469,865			369,642			298,928
Operating expenses
Marketing and selling		110,258			91,636			77,922
Distribution		172,804			159,637			108,297
Administrative		75,425			55,189			40,538
Intangible asset impairment charges		1,678			1,010			1,273
Other expense (income)		182			371			(320	)
Total operating expenses		360,347			307,843			227,710
Operating Income		109,518			61,799			71,218
Other income (expenses)
Investment income		2,743			980			2,815
Interest expense		(4,747	)		(1,025	)		(7	)
Earnings before income taxes		107,514			61,754			74,026
Income taxes		28,608			14,519			18,419
NET EARNINGS	$	78,906		$	47,235		$	55,607
Earnings per diluted share	$	4.08		$	2.46		$	2.91
Weighted average number of diluted shares		19,324			19,213			19,133
Earnings per basic share	$	4.10		$	2.47		$	2.92
Weighted average number of basic shares		19,257			19,148			19,013

The accompanying notes are an integral part of these statements.

F - 6

J & J SNACK FOODS CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Fiscal year ended
	September 28,			September 30,		September 24,
	2024			2023		2022
	(52 weeks)			(53 weeks)		(52 weeks)

Net Earnings	$	86,551		$	78,906	$	47,235

Foreign currency translation adjustments		(5,133	)		3,547		(330	)
Total other comprehensive income (loss), net of tax		(5,133	)		3,547		(330	)

Comprehensive Income	$	81,418		$	82,453	$	46,905

(in thousands)

	Fiscal year ended
	September 30,		September 24,			September 25,
	2023		2022			2021
	(53 weeks)		(52 weeks)			(52 weeks)
Net Earnings	$	78,906	$	47,235		$	55,607
Foreign currency translation adjustments		3,547		(330	)		2,204
Total other comprehensive income (loss), net of tax		3,547		(330	)		2,204
Comprehensive Income	$	82,453	$	46,905		$	57,811

The accompanying notes are an integral part of these statements.

F - 7

J & J SNACK FOODS CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (in thousands)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

					Accumulated
					Other
	Common Stock				Comprehensive			Retained
	Shares		Amount		Loss			Earnings			Total

Balance as September 25, 2021		19,084	$	73,597	$	(13,383	)	$	785,440		$	845,654

Common Stock issued in connection with employee and director plans, net of tax withheld		119		14,124		-			-			14,124
Issuance of common stock for employee stock purchase plan		16		2,036		-			-			2,036
Foreign currency translation adjustment		-		-		(330	)		-			(330	)
Dividends declared		-		-		-			(49,819	)		(49,819	)
Share-based compensation		-		4,269		-			-			4,269
Net earnings		-		-		-			47,235			47,235
Balance as September 24, 2022		19,219	$	94,026	$	(13,713	)	$	782,856		$	863,169

Common Stock issued in connection with employee and director plans, net of tax withheld		96		13,111		-			-			13,111
Issuance of common stock for employee stock purchase plan		17		2,101		-			-			2,101
Foreign currency translation adjustment		-		-		3,547			-			3,547
Dividends declared		-		-		-			(54,634	)		(54,634	)
Share-based compensation		-		5,318		-			-			5,318
Net earnings		-		-		-			78,906			78,906
Balance as September 30, 2023		19,332	$	114,556	$	(10,166	)	$	807,128		$	911,518

Common Stock issued in connection with employee and director plans, net of tax withheld		110		13,231		-			-			13,231
Issuance of common stock for employee stock purchase plan		18		2,509		-			-			2,509
Foreign currency translation adjustment		-		-		(5,133	)		-			(5,133	)
Dividends declared		-		-		-			(57,926	)		(57,926	)
Share-based compensation		-		6,220		-			-			6,220
Net earnings		-		-		-			86,551			86,551
Balance as September 28, 2024		19,460	$	136,516	$	(15,299	)	$	835,753		$	956,970

(in thousands)

				Accumulated
	Common			Other
	Stock			Comprehensive			Retained
	Shares	Amount		Loss			Earnings			Total
Balance as September 26, 2020	18,915	$	49,268	$	(15,587	)	$	775,817		$	809,498
Issuance of common stock upon exercise of stock options	158		18,739		-			-			18,739
Issuance of common stock for employee stock purchase plan	11		1,391		-			-			1,391
Foreign currency translation adjustment	-		-		2,204			-			2,204
Dividends declared	-		-		-			(45,984	)		(45,984	)
Share-based compensation	-		4,199		-			-			4,199
Net earnings	-		-		-			55,607			55,607
Balance as September 25, 2021	19,084	$	73,597	$	(13,383	)	$	785,440		$	845,654
Issuance of common stock upon exercise of stock options	119		14,124		-			-			14,124
Issuance of common stock for employee stock purchase plan	16		2,036		-			-			2,036
Foreign currency translation adjustment	-		-		(330	)		-			(330	)
Dividends declared	-		-		-			(49,819	)		(49,819	)
Share-based compensation	-		4,269		-			-			4,269
Net earnings	-		-		-			47,235			47,235
Balance as September 24, 2022	19,219	$	94,026	$	(13,713	)	$	782,856		$	863,169
Issuance of common stock upon exercise of stock options	96		13,111		-			-			13,111
Issuance of common stock for employee stock purchase plan	17		2,101		-			-			2,101
Foreign currency translation adjustment	-		-		3,547			-			3,547
Dividends declared	-		-		-			(54,634	)		(54,634	)
Share-based compensation	-		5,318		-			-			5,318
Net earnings	-		-		-			78,906			78,906
Balance as September 30, 2023	19,332	$	114,556	$	(10,166	)	$	807,128		$	911,518

The accompanying notes are an integral part of these statements.

F - 8

J & J SNACK FOODS CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Fiscal year ended
	September 28,			September 30,			September 24,
	2024			2023			2022
	(52 weeks)			(53 weeks)			(52 weeks)

Operating activities:
Net earnings	$	86,551		$	78,906		$	47,235
Adjustments to reconcile net earnings to net cash provided by operating activities
Depreciation of fixed assets		63,411			56,616			49,669
Amortization of intangibles and deferred costs		7,190			6,525			3,454
Intangible asset impairment charges		-			1,678			1,010
(Gains) Losses from disposals of property & equipment		11			(409	)		220
Share-based compensation		6,220			5,318			4,269
Deferred income taxes		6,434			10,935			8,829
(Gain) Loss on marketable securities		-			(8	)		315
Other		(199	)		323			(95	)
Changes in assets and liabilities, net of effects from purchase of companies
Decrease (Increase) in accounts receivable		7,931			11,399			(32,778	)
(Increase) Decrease in inventories		(1,006	)		9,475			(49,431	)
(Increase) Decrease in prepaid expenses		(2,983	)		5,924			(9,343	)
(Decrease) Increase in accounts payable and accrued liabilities		(494	)		(14,403	)		2,708
Net cash provided by operating activities		173,066			172,279			26,062

Investing activities:
Payments for purchases of companies, net of cash acquired		(7,014	)		-			(221,301	)
Purchases of property, plant and equipment		(73,569	)		(104,737	)		(87,291	)
Proceeds from redemption and sales of marketable securities		-			9,716			12,026
Proceeds from disposal of property and equipment		699			1,781			399
Proceeds from insurance for fixed assets		2,218			-			-
Net cash (used in) investing activities		(77,666	)		(93,240	)		(296,167	)

Financing activities:
Proceeds from issuance of stock		15,740			15,212			16,160
Borrowings under credit facility		71,000			114,000			125,000
Repayment of borrowings under credit facility		(98,000	)		(142,000	)		(70,000	)
Payments for debt issuance costs		-			-			(225	)
Payments on finance lease obligations		(151	)		(180	)		(279	)
Payment of cash dividend		(56,957	)		(53,877	)		(48,437	)
Net cash (used in) provided by financing activities		(68,368	)		(66,845	)		22,219

Effect of exchange rates on cash and cash equivalents		(3,219	)		2,206			(125	)

Net increase (decrease) in cash and cash equivalents		23,813			14,400			(248,011	)

Cash and cash equivalents at beginning of period		49,581			35,181			283,192

Cash and cash equivalents at end of period	$	73,394		$	49,581		$	35,181

(in thousands)

	Fiscal year ended
	September 30,			September 24,			September 25,
	2023			2022			2021
	(53 weeks)			(52 weeks)			(52 weeks)
Operating activities:
Net earnings	$	78,906		$	47,235		$	55,607
Adjustments to reconcile net earnings to net cash provided by operating activities
Depreciation of fixed assets		56,616			49,669			46,781
Amortization of intangibles and deferred costs		6,525			3,454			2,610
Intangible asset impairment charges		1,678			1,010			1,273
(Gains) Losses from disposals of property & equipment		(409	)		220			(231	)
Share-based compensation		5,318			4,269			4,199
Deferred income taxes		10,935			8,829			(2,896	)
(Gain) Loss on marketable securities		(8	)		315			(1,026	)
Other		323			(95	)		77
Changes in assets and liabilities, net of effects from purchase of companies
Decrease (Increase) in accounts receivable		11,399			(32,778	)		(35,755	)
Decrease (Increase) in inventories		9,475			(49,431	)		(14,155	)
Decrease (Increase) in prepaid expenses		5,924			(9,343	)		9,629
(Decrease) Increase in accounts payable and accrued liabilities		(14,403	)		2,708			35,386
Net cash provided by operating activities		172,279			26,062			101,499
Investing activities:
Payments for purchases of companies, net of cash acquired		-			(221,301	)		-
Purchases of property, plant and equipment		(104,737	)		(87,291	)		(53,578	)
Proceeds from redemption and sales of marketable securities		9,716			12,026			60,891
Proceeds from disposal of property and equipment		1,781			399			2,435
Other		-			-			191
Net cash (used in) provided by investing activities		(93,240	)		(296,167	)		9,939
Financing activities:
Proceeds from issuance of stock		15,212			16,160			20,256
Borrowings under credit facility		114,000			125,000			-
Repayment of borrowings under credit facility		(142,000	)		(70,000	)		-
Payments for debt issuance costs		-			(225	)		-
Payments on finance lease obligations		(180	)		(279	)		(144	)
Payment of cash dividend		(53,877	)		(48,437	)		(44,785	)
Net cash (used in) provided by financing activities		(66,845	)		22,219			(24,673	)
Effect of exchange rates on cash and cash equivalents		2,206			(125	)		618
Net increase (decrease) in cash and cash equivalents		14,400			(248,011	)		87,383
Cash and cash equivalents at beginning of period		35,181			283,192			195,809
Cash and cash equivalents at end of period	$	49,581		$	35,181		$	283,192

The accompanying notes are an integral part of these statements.

F - 9

J & J SNACK FOODS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

J & J Snack Foods Corp. and Subsidiaries (“the Company”) manufactures, markets and distributes a variety of nutritional snack foods and beverages to the foodservice and retail supermarket industries. A summary of the significant accounting policies consistently applied in the preparation of the accompanying consolidated financial statements follows. Our 2024, 2023, ~~fiscal~~and ~~year~~2022 ~~comprises 53 weeks. All references to 2023~~ fiscal ~~year~~years ~~refer~~comprised to52 ~~that~~weeks, 53~~-week~~ ~~period.~~weeks, ~~Fiscal years 2022~~ and ~~2021 comprised~~ 52 weeks, respectively.

1.	Principles of Consolidation

The consolidated financial statements were prepared in accordance with U.S. GAAP. These financial statements include the accounts of J & J Snack Foods Corp. and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated in the consolidated financial statements.

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 mai

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