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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended September 28, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission File No. 0-14616
J & J SNACK FOODS CORP.
(Exact name of registrant as specified in its charter)
New Jersey 22-1935537
(State or other jurisdication (I.R.S. Employer
of incorporation or organization) Identification No.)
6000 Central Highway
Pennsauken, New Jersey 08109
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609-665-9533)
__________
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value: None None
(Title of each class) (Name of each exchange on
which registered)
__________
Securities registered pursuant to Section 12(g) of the Act: None
__________
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 and
(2) has been subject to such filing requirements for the past 90
days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of the registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K [ ].
As of November 30, 1996, the latest practicable date,
8,749,970 shares of the Registrant's common stock were issued and
outstanding. The aggregate market value of shares held by non-affiliates of
the Registrant on such date was $63,119,430, based on
the last price on that date of $11.00 per share, which is an
average of bid and asked prices.
DOCUMENTS INCORPORATED BY REFERENCE
The Registrant's 1996 Annual Report to Shareholders for the
fiscal year ended September 28, 1996 and Proxy Statement for its
Annual Meeting of Shareholders to be held on February 5, 1997 are
incorporated herein by reference into Parts I, II, III and IV as
set forth herein.
J & J SNACK FOODS CORP.
1996 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
PART I
Page
Item 1 Business ................................... 1
Item 2 Properties ................................. 9
Item 3 Legal Proceedings .......................... 10
Item 4 Submission Of Matters To A Vote Of
Security Holders ........................... 10
Executive Officers Of The Registrant ....... 11
PART II
Item 5 Market For Registrant's Common
Stock And Related Stockholder
Matters .................................... 12
Item 6 Selected Financial Data .................... 12
Item 7 Management's Discussion And Analysis
Of Financial Condition And Results
Of Operations .............................. 12
Item 8 Financial Statements And Supplementary
Data ....................................... 13
Item 9 Changes In And Disagreements With
Accountants On Accounting And
Financial Disclosure........................ 13
PART III
Item 10 Directors And Executive Officers Of
The Registrant ............................. 14
Item 11 Executive Compensation ..................... 14
Item 12 Security Ownership Of Certain Bene-
ficial Owners And Management ............... 14
Item 13 Certain Relationships And Related
Transactions ............................... 14
PART IV
Item 14 Exhibits, Financial Statement
Schedules And Reports On Form 8-K .......... 15
PART I
Item 1. Business
General
J & J Snack Foods Corp. (the "Company" or "J & J") manufactures
nutritional snack foods which it markets nationally to the food
service and retail supermarket industries. Its principal snack
food products are soft pretzels marketed principally under the
brand name SUPERPRETZEL. J & J believes it is the largest
manufacturer of soft pretzels in the United States. The Company
also markets frozen carbonated beverages to the food service
industry under the brand names ICEE and ARCTIC BLAST in the Western
United States, Mexico and Canada and under the brand names FROZEN
COKE and ARCTIC BLAST in midwestern and eastern states. Other
snack products include frozen juice treats and desserts, churros (a
Hispanic pastry), funnel cake, popcorn, baked goods and whipped
fruit drinks.
The Company's sales are made primarily to food service
customers including snack bar and food stand locations in leading
chain, department, discount, warehouse club and convenience stores;
malls and shopping centers; fast food outlets; 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. The Company sells direct to the public through its chains
of specialty snack food retail outlets, BAVARIAN PRETZEL BAKERY and
PRETZEL GOURMET, located primarily in the Mid-Atlantic States.
The Company was incorporated in 1971 under the laws of the
State of New Jersey.
Products
Soft Pretzels
The Company's soft pretzels are sold under the SUPERPRETZEL,
MR. TWISTER, SOFT PRETZEL BITES, SOFTSTIX, SOFT PRETZEL BUNS, HOT
KNOTS and ORIGINAL PHILADELPHIA brand names and, to a lesser
extent, under private labels. The Company sells its soft pretzels
to the food service and the retail supermarket industries and
direct to the public through BAVARIAN PRETZEL BAKERY and PRETZEL
GOURMET, its chains of specialty snack food retail outlets. The
Company's soft pretzels qualify under USDA regulations as the
nutritional equivalent of bread for purposes of the USDA school
lunch program, thereby enabling a participating school to obtain
partial reimbursement of the cost of the Company's soft pretzels
from the USDA. Soft pretzel sales amounted to 45% and 44% of the
Company's revenue in fiscals 1996 and 1995, respectively.
The Company's soft pretzels are manufactured according to a
proprietary formula. Regular soft pretzels, approximately 2-1/2
ounces in weight, and jumbo or king size soft pretzels,
approximately 5-1/2 ounces in weight, are shaped and formed by the
Company's proprietary twister machines. These soft pretzel tying
machines are automated, high speed machines for twisting dough into
the traditional pretzel shape. Soft pretzel nuggets, mini one ounce
soft pretzels and soft pretzels in customized shapes and sizes are
extruded or shaped by hand. Soft pretzels, after processing, are
primarily quick-frozen in either raw or baked form and packaged for
delivery.
The Company's food service marketing program includes
supplying ovens, mobil 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 two models of a combination warmer and
display case that reconstitute 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 Carbonated Beverages
The Company markets, through its direct sales force, frozen
carbonated beverages to the food service industry under the names
ICEE and ARCTIC BLAST in fifteen western states, Mexico and Canada
and under the trade names FROZEN COKE and ARCTIC BLAST in twenty
nine midwestern and eastern states and direct to the public through
BAVARIAN PRETZEL BAKERY and PRETZEL GOURMET, its chains of
specialty snack food retail outlets. Frozen carbonated beverage
sales amounted to 23% of revenue in both fiscal 1996 and fiscal
1995. Under the Company's marketing program, it installs frozen
carbonated beverage dispensers at customer locations and thereafter
services the machines, provides customers with ingredients required
for production of the frozen carbonated beverages, and supports
customer retail sales efforts with in-store promotions and
point-of-sale materials. In most cases, the Company retains
ownership of its dispensers and, as a result, customers are not
required to make an investment in equipment or arrange for the
ingredients and supplies necessary to produce and market the frozen
carbonated beverages.
Each new customer location requires a frozen carbonated
beverage dispenser supplied by the Company or by the customer.
Company supplied dispensers are purchased from outside vendors,
built new or rebuilt by the Company at an approximate cost of
$5,500 each. The following shows the number of Company owned and
customer owned frozen carbonated beverage dispensers at customer
locations at the dates indicated:
Company Owned Customer Owned Total
September 24, 1994 7,312 1,100 8,412
September 30, 1995 7,157 1,107 8,264
September 28, 1996 7,823 901 8,724
Frozen Juice Treats and Desserts
The Company's frozen juice treats and desserts are marketed
under the SUPER JUICE, FROSTAR, SHAPE-UPS, MAZZONE'S and LUIGI'S
brand names to the food service and to the retail supermarket
industries. Frozen juice treat and dessert sales were 15% of the
Company's revenue in each of fiscals 1996 and 1995.
The Company's SUPER JUICE, SHAPE-UPS and MAZZONE frozen juice
bars are manufactured from an apple or pear juice base to which
water, sweeteners, coloring (in some cases) and flavorings are
added. The juice bars contain two ounces of apple or pear juice
and the minimum daily requirement of vitamin C, and qualify as
reimbursable items under the USDA school lunch program. The juice
bars are produced in various flavors and are packaged in a sealed
push-up paper container referred to as the Milliken M-pak, which
the Company believes has certain sanitary and safety advantages.
The FROSTAR product line includes frozen juice and other
frozen desserts on a stick and in a cup. The juice bar and FROSTAR
products are sold primarily to the school portion of the food
service industry.
LUIGI'S Real Italian ice is sold to the foodservice and to the
retail supermarket industries. It is manufactured from water,
sweeteners and fruit juice concentrates in various flavors and is
packaged in six ounce plastic cups for retail supermarket and
foodservice and in four and eight ounce squeeze up tubes for
foodservice.
Churros
The Company sells frozen churros under the TIO PEPE'S brand
name to both the food service and retail supermarket industries,
primarily in the Western and Southwestern United States. Churro
sales were 6% of the Company's sales in fiscal 1996 and 5% in 1995.
Churros are Hispanic donuts 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 fruit and creme filled churros.
The Company supplies churro merchandising equipment similar to that
used for its soft pretzels.
Baked Goods
The Company has a contract and private label bakery business
which manufactures cookies, muffins and other baked goods for third
parties. In addition, the Company produces and markets these
products under its PRIDE O' THE FARM brand name. Baked goods sales
amounted to 4% and 5% of the Company's sales in fiscals 1996 and
1995, respectively.
Other Products
The Company also markets to the food service industry and
direct to the public other products including soft drinks, funnel
cakes sold under the FUNNEL CAKE FACTORY brand name, whipped fruit
drinks sold under the TANGO WHIP brand name, popcorn sold under the
AIRPOPT brand name, as well as smaller amounts of various other
food products. In addition, J & J manufactures and markets
machines and machine parts for sale primarily to other food and
beverage companies.
Customers
The Company sells its products to two principal customer
groups: food service and retail supermarkets. The primary products
sold to the food service group are soft pretzels, frozen carbonated
beverages, frozen juice treats and desserts, churros and baked
goods. The primary products sold to the retail supermarket
industry are soft pretzels and Italian ice. Additionally, the
Company sells soft pretzels, frozen carbonated beverages and
various other food products direct to the public through BAVARIAN
PRETZEL BAKERY and PRETZEL GOURMET, its chains of specialty snack
food retail outlets.
The Company's customers in the food service industry include
snack bars and food stands in chain, department and discount stores
such as KMart, Walmart, Woolworth, Bradlees, Caldor, Target and
Venture Stores; malls and shopping centers; fast food outlets;
stadiums and sports arenas; leisure and theme parks such as
Disneyland, Walt Disney World, Opryland, Universal Studios, Sea
World, Six Flags, Hershey Park and Busch Gardens; convenience
stores such as 7-Eleven, Circle K, AM/PM, White Hen Pantry and
Wawa; movie theatres; warehouse club stores such as Sam's Club,
Price Costco and B.J.'s; schools, colleges and other institutions;
and independent retailers such as Hot Sam. Food service
concessionaires purchasing soft pretzels and other products from
the Company for use in sports arenas and for institutional meal
services include ARAMARK, Ogden, Service America, Sportservice,
Marriott and Volume Services. 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 over 90% of supermarkets in
the United States. Products sold to retail supermarket customers
are primarily soft pretzel products, including SUPERPRETZEL,
LUIGI'S Real Italian Ice and various secondary brands. 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 has developed a national marketing program for its
products. For food service customers, this marketing program
includes providing ovens, mobile merchandisers, display cases,
warmers, frozen carbonated beverage dispensers and other
merchandising equipment for the individual customer's requirements
and point-of-sale materials as well as participating in trade
shows. The Company's ongoing advertising and promotional campaigns
for its retail supermarket products include trade shows, newspaper
advertisements with coupons, and in-store demonstrations and,
periodically, television advertisements.
The Company's products are sold through a network of about 160
food brokers and over 1,000 independent sales distributors and the
Company's own direct sales force. The Company maintains warehouse
and distribution facilities in Pennsauken, New Jersey; Vernon (Los
Angeles) California; Cicero, Illinois; Scranton, Pittsburgh,
Hatfield and Lancaster, Pennsylvania; and Solon, Ohio. Frozen
carbonated beverages are distributed from 42 warehouse and
distribution facilities located in 21 states, Mexico and Canada
which allow the Company to directly service its customers in the
surrounding areas. The Company's products are shipped in
refrigerated 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 carbonated
beverage sales are generally higher during the warmer months and
sales of the Company's retail stores are generally higher in the
Company's first quarter during the holiday shopping season.
Trademarks and Patents
The Company has numerous trademarks, the most important of
which are SUPERPRETZEL, MR. TWISTER, SOFT PRETZEL BITES and
SOFTSTIX for its soft pretzel products; FROSTAR, SHAPE-UPS,
MAZZONE'S and LUIGI'S for its frozen juice treats and desserts; TIO
PEPE'S for its churros; ARCTIC BLAST for its frozen carbonated
beverages; FUNNEL CAKE FACTORY for its funnel cake products, PRIDE
O' THE FARM for its cookies, muffins and other baked goods; and
TANGO WHIP for its whipped fruit drinks. 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 believes that it is currently the only entity
marketing frozen carbonated beverages under the trademark ICEE in
its fifteen state market area in the Continental Western United
States and in Mexico and Canada. Additionally, the Company has the
international rights to the trademark ICEE.
The Company has two design patents for display cases used in
marketing the Company's soft pretzel and churro products. These
patents expire in 1997 and 2000. The Company has two design patents
which expire in 1997 and 1999 relating to the marketing of its
funnel cake products. The Company also has four patents related to
frozen carbonated beverage dispensers, including a countertop unit.
One expires in 2005 and three expire in 2006.
Supplies
The Company's manufactured products are produced from raw
materials which are readily available from numerous sources. With
the exception of the Company's soft pretzel twisting equipment and
funnel cake production equipment, which are made for J & J by
independent third parties, and certain specialized packaging
equipment, the Company's manufacturing equipment is readily
available from various sources. Syrup for frozen carbonated
beverages is purchased from the Coca Cola Company, the Pepsi Cola
Company, and Western Syrup Company. Cups, straws and lids are
readily available from various suppliers. Parts for frozen
carbonated beverage dispensing machines are manufactured internally
and purchased from other sources.
Competition
Snack food and baked goods 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 juice treat
and dessert, baked goods and related markets grow, 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.
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.
Competition is also increasing in that there are several chains of
retail pretzel stores which have been aggressively expanding over
the past several years. These chains compete with the Company's
products.
In Frozen Carbonated Beverages the Company competes directly
with other frozen carbonated beverage companies. These include
several companies which have the right to use the ICEE name in
various territories. One such company is believed to have frozen
carbonated beverage sales similar to the Company's. There are many
other regional frozen carbonated beverage competitors throughout
the country and one large retail chain which uses its own frozen
carbonated beverage brand.
The Company competes with large soft drink manufacturers for
counter and floor space for its frozen carbonated beverage
dispensing machines at retail locations and with products which are
more widely known than the ICEE and ARCTIC BLAST frozen carbonated
beverages.
The Company competes with a number of other companies in the
frozen juice treat and dessert and baked goods markets.
Divestitures
During the third quarter of fiscal year 1995, the Company sold
its syrup and flavor manufacturing subsidiary, Western Syrup
Company, to an unrelated third party for cash and notes. The
Company does not anticipate that the sale of Western will have a
material impact on its operations or financial position.
Employees
The Company had approximately 1,500 full and part time
employees as of September 28, 1996. Certain production and
distribution employees at the Pennsauken plant are covered by a
collective bargaining agreement which expires in September 1999.
Production employees at the Cicero plant are covered by a
collective bargaining agreement which expires in September 1997.
The Company considers its employee relations to be good.
Item 2. Properties
The Company's primary east coast manufacturing facility is
located in Pennsauken, New Jersey in a 70,000 square foot building
on a two acre lot. Soft pretzels and churros are manufactured at
this company-owned facility which also serves as the Company's
corporate headquarters. This facility operates at approximately 80%
of capacity. The Company leases a 101,200 square foot building
adjacent to its manufacturing facility in Pennsauken, New Jersey
through March 2012. The Company has constructed a large freezer
within this facility for warehousing and distribution purposes.
The warehouse has a utilization rate of 60-90% depending on product
demand. The Company also leases through September 1998 16,000
square feet of office and warehouse space located next to the
Pennsauken, New Jersey plant.
The Company owns a 150,000 square foot building on eight acres
in Bellmawr, New Jersey. Approximately 60% of the facility is
leased to a third party. The remainder is used by the Company to
manufacture some of its products including funnel cake and
pretzels.
The Company's primary west coast manufacturing facility is
located in Vernon (Los Angeles), California. It consists 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 which was
constructed in 1996. The facility is leased through November 2010.
The manufacturing facility operates at approximately 50% of
capacity.
The Company owns a 52,700 square foot building located on five
acres in Chicago Heights, Illinois which is leased to a third
party.
The Company owns a 26,000 square foot frozen juice treat and
dessert manufacturing facility located on three acres in Scranton,
Pennsylvania. The facility operates at less than 60% of capacity.
The Company owns a 25,000 square foot facility located on 11
acres in Hatfield, Pennsylvania. The facility is used for the
production of soft pretzels and as a distribution center. The
facility operates at approximately 80% of capacity.
The Company leases a 9,000 square foot Italian ice and frozen
dessert manufacturing facility in Cicero, Illinois through May
1997. The facility operates at approximately 50% of capacity.
The Company's Bavarian Pretzel Bakery headquarters and
warehouse and distribution facilities are located in a 11,000
square foot owned building in Lancaster, Pennsylvania.
The Company also leases 42 warehouse and distribution
facilities.
Item 3. Legal Proceedings
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.
Item 4. Submission Of Matters To A Vote Of Security Holders
None.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following is a list of the executive officers of the
Company and their principal past occupations or employment. All
such persons serve at the pleasure of the Board of Directors and
have been elected to serve until the Annual Meeting of Shareholders
on February 5, 1997 or until their successors are duly elected.
Name Age Position
Gerald B. Shreiber 55 Chairman of the Board, President,
Chief Executive Officer and
Director
Dennis G. Moore 41 Senior Vice President, Chief
Financial Officer, Secretary,
Treasurer and Director
Robert M. Radano 47 Senior Vice President, Sales,
Chief Operating Officer and
Director
Robyn Shreiber Cook 36 Senior Vice President, West
Dan Fachner 36 Senior Vice President of ICEE-
USA Corp. Subsidiary
Gerald B. Shreiber is the founder of the Company and has
served as its Chairman of the Board, President, and Chief Executive
Officer since its inception in 1971. His term as a director
expires in 2000.
Dennis G. Moore joined the Company in 1984. He served in
various controllership functions prior to becoming the Chief
Financial Officer in June 1992. His term as a director expires in
1997.
Robert M. Radano joined the Company in 1972 and in May 1996
was named Chief Operating Officer of the Company. Prior to
becoming Chief Operating Officer, he was Senior Vice President,
Sales responsible for national foodservice sales of J & J.
Robyn Shreiber Cook joined the Company in 1982 and in February
1996 was named Senior Vice President, West with operating and sales
responsibilities for the Company's West Coast foodservice and
bakery business. Prior to becoming Senior Vice President, West she
was responsible for Western region food service sales.
Dan Fachner has been an employee of ICEE-USA Corp., which was
acquired by the Company in May 1987, since 1979. Prior to becoming
Senior Vice President of ICEE-USA Corp. in April 1994, he had
various operational responsibilities.
PART II
Item 5. Market For Registrant's Common Stock And
Related Stockholder Matters
The Company's common stock is traded on the over-the-counter
market on the NASDAQ National Market System under the symbol JJSF.
The following table sets forth the high and low final sale price
quotations as reported by NASDAQ for the common stock for each
quarter of the years ended September 30, 1995 and September 28,
1996.
High Low
Fiscal 1995
First quarter ended December 24, 1994 12-7/8 11-1/4
Second quarter ended March 25, 1995 12 10
Third quarter ended June 24, 1995 13 10-1/8
Fourth quarter ended September 30, 1995 13-3/8 11-3/8
Fiscal 1996
First quarter ended December 30, 1995 13-1/4 11
Second quarter ended March 30, 1996 12-3/4 11
Third quarter ended June 29, 1996 13-3/4 11-3/8
Fourth quarter ended September 28, 1996 12-1/8 9-7/8
On November 30, 1996, there were 8,749,970 shares of common
stock outstanding. Those shares were held by approximately 2,500
beneficial shareholders and shareholders of record.
The Company has never paid a cash dividend on its common stock
and does not anticipate paying cash dividends in the foreseeable
future.
Item 6. Selected Financial Data
The information set forth under the caption "Financial
Highlights" of the 1996 Annual Report to Shareholders is
incorporated herein by reference.
Item 7. Management's Discussion And Analysis Of
Financial Condition And Results Of Operations
The information set forth under the caption "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" of the 1996 Annual Report to Shareholders is
incorporated herein by reference.
Item 8. Financial Statements And Supplementary Data
The following consolidated financial statements of the Company
set forth in the 1996 Annual Report to Shareholders are
incorporated herein by reference:
Consolidated Balance Sheets as of September 28, 1996 and
September 30, 1995
Consolidated Statements of Earnings for the fiscal years
ended September 28, 1996, September 30, 1995 and
September 24, 1994
Consolidated Statement of Stockholders' Equity for the
three fiscal years ended September 28, 1996
Consolidated Statements of Cash Flows for the fiscal years
ended September 28, 1996, September 30, 1995 and
September 24, 1994
Notes to Consolidated Financial Statements
Report of Independent Certified Public Accountants
Item 9. Changes In And Disagreements With Accountants On
Accounting And Financial Disclosure
None.
PART III
Item 10. Directors And Executive Officers Of The Registrant
Information concerning directors, appearing under the captions
"Information Concerning Nominee For Election To Board" and
"Information Concerning Continuing Directors And Executive
Officers" in the Company's Proxy Statement filed with the
Securities and Exchange Commission in connection with the Annual
Meeting of Shareholders to be held on February 5, 1997, is
incorporated herein by reference. Information concerning the
executive officers is included on page 11 following Item 4 in Part
I hereof.
Item 11. Executive Compensation
Information concerning executive compensation appearing in the
Company's Proxy Statement under the caption "Management
Remuneration" is incorporated herein by reference.
Item 12. Security Ownership Of Certain Beneficial Owners And
Management
Information concerning the security ownership of certain
beneficial owners and management appearing in the Company's Proxy
Statement under the caption "Principal Shareholders" is
incorporated herein by reference.
Item 13. Certain Relationships And Related Transactions
Not applicable.
PART IV
Item 14. Exhibits, Financial Statement Schedules And
Reports On Form 8-K
(a)Financial Statements
The following are incorporated by reference in Part II
of this report:
Report of Independent Certified Public Accountants
Consolidated Balance Sheets as of September 28, 1996 and
September 30, 1995
Consolidated Statements of Earnings for the fiscal years
ended September 28, 1996, September 30, 1995 and
September 24, 1994
Consolidated Statement of Stockholders' Equity for the
three fiscal years ended September 28, 1996
Consolidated Statements of Cash Flows for the fiscal
years ended September 28, 1996, September 30, 1995
and September 24, 1994
Notes to Consolidated Financial Statements
Financial Statement Schedule
The following are included in Part IV of this report:
Page
Report of Independent Certified Public Account-
ants on Schedule 19
Schedule:
II. Valuation and Qualifying Accounts 20
All other schedules are omitted either because they are not
applicable or because the information required is contained in the
financial statements or notes thereto.
Exhibits
3.1 Amended and Restated Certificate of Incorporation
filed February 28, 1990. (Incorporated by reference
from the Company's Form 10-Q dated May 4, 1990.)
3.2 Amended and Restated Bylaws adopted May 15, 1990.
(Incorporated by reference from the Company's Form
10-Q dated August 3, 1990.)
4.1 New Jersey Economic Development Authority Economic
Development Revenue Bonds Trust Indenture dated as
of December 1, 1991. (Incorporated by reference
from the Company's 10-K dated December 18, 1992.)
10.1 Proprietary Exclusive Manufacturing Agreement dated
July 17, 1984 between J & J Snack Foods Corp. and
Wisco Industries, Inc. (Incorporated by reference
from the Company's Form S-1 dated February 4, 1986,
file no. 33-2296.)
10.2* J & J Snack Foods Corp. Stock Option Plan.
(Incorporated by reference from the Company's Form
S-8 dated July 24, 1992, file no. 33-50036.)
10.3* J & J Snack Foods Corp. 401(K) Profit Sharing Plan,
As Amended, Effective January 1, 1989. (Incorporated
by reference from the Company's 10-K dated December
18, 1992.)
10.4* First, Second and Third Amendments to the J & J Snack
Foods Corp. 401(k) Profit Sharing Plan (Page 21).
10.6 Lease dated September 24, 1991 between J & J Snack
Foods Corp. of New Jersey and A & H Bloom Construction
Co. for the 101,200 square foot building next to the
Company's manufacturing facility in Pennsauken, New
Jersey. (Incorporated by reference from the Company's
Form 10-K dated December 17, 1991).
10.7 Lease dated August 29, 1995 between J & J Snack Foods
Corp. and 5353 Downey Associates Ltd for the lease of
the Vernon, CA facility. (Incorporated by reference
from the Company's Form 10-K dated December 21, 1995).
10.8* J & J Snack Foods Corp. Employee Stock Purchase Plan
(Incorporated by reference from the Company's Form
S-8 dated May 16, 1996).
11.1 Computation of Earnings Per Common Share. (Page 31.)
13.1 Company's 1996 Annual Report to Shareholders
(except for the captions and information thereof
expressly incorporated by reference in this Form
10-K, the Annual Report to Shareholders is provided
solely for the information of the Securities and
Exchange Commission and is not deemed "filed" as
part of the Form 10-K.) (Page 32.)
*Compensatory Plan
22.1 Subsidiaries of J & J Snack Foods Corp. (Page 65.)
24.1 Consent of Independent Certified Public Accountants.
(Page 66.)
(b)Reports on Form 8-K
No reports on Form 8-K have been filed by the Company
during the last quarter of the period covered by this
report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
J & J SNACK FOODS CORP.
December 19, 1996 By /s/ Gerald B. Shreiber
Gerald B. Shreiber,
Chairman of the Board,
President, Chief Executive
Officer and Director
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.
December 19, 1996 /s/ Robert M. Radano
Robert M. Radano, Senior Vice
President, Sales, Chief Operating
Officer and Director
December 19, 1996 /s/ Dennis G. Moore
Dennis G. Moore, Senior Vice
President, Chief Financial
Officer and Director
December 19, 1996 /s/ Stephen N. Frankel
Stephen N. Frankel, Director
December 19, 1996 /s/ Peter G. Stanley
Peter G. Stanley, Director
December 19, 1996 /s/ Leonard M. Lodish
Leonard M. Lodish, Director
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
J & J SNACK FOODS CORP.
December 19, 1996 By_______________________________
Gerald B. Shreiber,
Chairman of the Board,
President, Chief Executive
Officer and Director
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.
_______________________________
December 19, 1996 Robert M. Radano
Senior Vice President, Sales,
Chief Operating Officer and
Director
_______________________________
December 19, 1996 Dennis G. Moore, Senior Vice
President, Chief Financial
Officer and Director
_______________________________
December 19, 1996 Stephen N. Frankel, Director
_______________________________
December 19, 1996 Peter G. Stanley, Director
________________________________
December 19, 1996 Leonard M. Lodish, Director
18
REPORT OF INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS ON SCHEDULE
Board of Directors
J & J Snack Foods Corp.
In connection with our audit of the consolidated financial
statements of J & J Snack Foods Corp. and Subsidiaries referred
to in our report dated November 5, 1996, which is included in
the Annual Report to Shareholders and incorporated by reference
in Part II of this form, we have also audited Schedule II for
each of the three years in the period ended September 28, 1996
(52 weeks, 53 weeks and 52 weeks, respectively). In our opinion,
this schedule presents fairly, in all material respects, the
information required to be set forth therein.
GRANT THORNTON LLP
Philadelphia, Pennsylvania
November 5, 1996
19
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Opening Charged to Closing
Year Description balance expense Deductions balance
1996 Allowance for
doubtful accounts $271,000 $ 64,000 $ 78,000(1) $257,000
1995 Allowance for
doubtful accounts 296,000 81,000 106,000(1) 271,000
1994 Allowance for
doubtful accounts 258,000 231,000 193,000(1) 296,000
__________
(1) Write-off uncollectible accounts receivable. Also includes $10,000
allowance from an acquired business.
20