UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the period ended December 28, 2002
or
Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number:0-14616
J & J SNACK FOODS CORP.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6000 Central Highway, Pennsauken, NJ 08109
(Address of principal executive offices)
Telephone (856) 665-9533
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
X Yes No
As of January 15, 2003, there were 8,910,074 shares of the Registrant's
Common Stock outstanding.
INDEX
Page
Number
Part I. Financial Information
Item l. Consolidated Financial Statements
Consolidated Balance Sheets - December 28, 2002
(unaudited) and September 28, 2002 3
Consolidated Statements of Earnings - Three
Months Ended December 28, 2002 and December
29, 2001 (unaudited) 5
Consolidated Statements of Cash Flows - Three
Months Ended December 28, 2002 and December
29, 2001 (unaudited) 6
Notes to the Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 15
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 17
Item 4. Controls and Procedures 17
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 18
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
J & J SNACK FOODS CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
ASSETS
December 28, September 28,
2002 2002
(Unaudited)
Current assets
Cash and cash equivalents $ 18,074 $ 14,158
Accounts receivable 31,569 37,938
Inventories 23,630 22,199
Prepaid expenses and other 1,476 1,072
74,749 75,367
Property, plant and equipment,
at cost
Land 606 756
Buildings 5,106 5,456
Plant machinery and
equipment 89,045 88,908
Marketing equipment 170,577 171,429
Transportation equipment 864 828
Office equipment 7,024 6,832
Improvements 15,769 15,885
Construction in progress 762 246
289,753 290,340
Less accumulated deprecia-
tion and amortization 200,586 195,930
89,167 94,410
Other assets
Goodwill, less accumulated
amortization 45,850 45,850
Other intangible assets,
less accumulated
amortization 1,461 1,539
Long term investment
securities held to
maturity 525 675
Sundry 2,227 2,195
50,063 50,259
$213,979 $220,036
See accompanying notes to the consolidated financial statements.
3
J & J SNACK FOODS CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS - Continued
(in thousands)
LIABILITIES AND December 28, September 28,
STOCKHOLDERS' EQUITY 2002 2002
Current liabilities
Accounts payable $23,703 $ 27,683
Accrued liabilities 9,312 12,561
33,015 40,244
Deferred income taxes 10,806 10,806
Other long-term liabilities 277 277
11,083 11,083
Stockholders' equity
Capital stock
Preferred, $1 par value;
authorized, 5,000
shares; none issued - -
Common, no par value;
authorized 25,000
shares; issued and
outstanding, 8,905
and 8,903, respectively 34,025 34,025
Accumulated other comprehen-
sive loss (1,821) (1,792)
Retained earnings 137,677 136,476
169,881 168,709
$213,979 $220,036
See accompanying notes to the consolidated financial statements.
4
J & J SNACK FOODS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per share amounts)
December 28, December 29,
2002 2001
Net Sales $77,244 $74,797
Cost of goods sold 55,179 52,753
Gross profit 22,065 22,044
Operating expenses
Marketing 10,863 11,197
Distribution 6,128 5,930
Administrative 3,322 3,416
Other general (income)
expense (58) 21
20,255 20,564
Operating income 1,810 1,480
Other income (deductions)
Investment income 98 66
Interest expense (32) (282)
Earnings before
income taxes 1,876 1,264
Income taxes 675 442
NET EARNINGS $ 1,201 $ 822
Earnings per diluted
share $ .13 $ .09
Weighted average number
of diluted shares 9,235 8,984
Earnings per basic share $ .14 $ .10
Weighted average number
of basic shares 8,730 8,645
See accompanying notes to the consolidated financial statements
5
J & J SNACK FOODS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (in thousands)
December 28, December 29,
2002 2001
Operating activities:
Net earnings $ 1,201 $ 822
Adjustments to reconcile net
earnings to net cash provided
by operating activities:
Depreciation and amortization
of fixed assets 7,019 7,757
Amortization of intangibles
and deferred costs 189 202
Other (249) 123
Changes in assets and liabilities,
net of effects from purchase of
companies
Decrease in accounts receivable 6,370 5,079
Increase in inventories (1,386) (1,720)
Increase in prepaid expenses (404) (297)
Decrease in accounts payable
and accrued liabilities (7,229) (8,490)
Net cash provided by operating
activities 5,511 3,476
Investing activities:
Purchase of property, plant
and equipment (3,196) (3,973)
Proceeds from investments
held to maturity 150 95
Proceeds from disposal of
property and equipment 1,640 41
Other (189) (15)
Net cash used in investing
activities (1,595) (3,852)
Financing activities:
Proceeds from issuance of stock - 222
Proceeds from borrowings - 24,000
Payments of long-term debt - (28,003)
Net cash (used in) provided by
financing activities - (3,781)
Net increase (decrease) in cash
and cash equivalents 3,916 (4,157)
Cash and cash equivalents at
beginning of period 14,158 7,437
Cash and cash equivalents at
end of period $18,074 $ 3,280
See accompanying notes to the consolidated financial statements
6
J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 1 In the opinion of management, the accompanying unaudited
consolidated financial statements contain all adjustments
(consisting of only normal recurring adjustments) necessary to
present fairly the financial position and the results of
operations and cash flows. Certain prior year amounts have
been reclassified to conform to the current period
presentation. These reclassifications had no effect on
reported net earnings.
The results of operations for the three months ended December
28, 2002 and December 29, 2001 are not necessarily indicative
of results for the full year. Sales of our retail stores are
generally higher in the first quarter due to the holiday
shopping season. Sales of our frozen beverages and frozen
juice bars and ices are generally higher in the third and
fourth quarters due to warmer weather.
While we believe that the disclosures presented are adequate to
make the information not misleading, it is suggested that these
consolidated financial statements be read in conjunction with
the consolidated financial statements and the notes included in
our Annual Report on Form 10-K for the year ended September 28,
2002.
Note 2 We recognize revenue from Food Service, Retail Supermarkets,
The Restaurant Group and Frozen Beverage products at the time
the products are shipped to third parties. When we perform
services for others under time and material agreements, revenue
is recognized upon the completion of the services. We also sell
fixed-fee service contracts. The terms of coverage range
between 12 and 60 months. We record deferred income on service
contracts which is amortized by the straight-line method over
the term of the contracts. We provide an allowance for doubtful
receivables after taking into account historical experience and
other factors.
Effective December 30, 2001, we adopted the provisions of
Emerging Issues Task Force (EITF) Issue No. 01-9, "Accounting
for Consideration Given by a Vendor to a Customer or a Reseller
of the Vendor's Products." EITF Issue No. 01-9 addressed
7
various issues related to the income statement
classification of certain promotional payments, including
consideration from a vendor to a reseller or another party that
purchases the vendor's products.
Upon adoption, we reduced both net sales and marketing expenses
by $4,228,000 for the quarter ended December 29, 2001. EITF
Issue No. 01-9 requires certain marketing expenses incurred by
us, not previously reclassified, to be classified as deductions
from revenue. These reclassifications have no impact on
reported operating income or net earnings or earnings per
share.
Note 3 Depreciation of equipment and buildings is provided for by the
straight-line method over the assets' estimated useful lives.
Amortization of improvements is provided for by the straight-
line method over the term of the lease or the assets' estimated
useful lives, whichever is shorter. Licenses and rights
arising from acquisitions are amortized by the straight-line
method over periods ranging from 4 to 20 years.
Note 4 Our calculation of earnings per share in accordance with SFAS
No. 128, "Earnings Per Share," is as follows:
Three Months Ended December 28, 2002
Income Shares Per Share
(Numerator) (Denominator) Amount
(in thousands, except per share amounts)
Basic EPS
Net Earnings available
to common stockholders $1,201 8,730 $ .14
Effect of Dilutive Securities
Options - 505 (.01)
Diluted EPS
Net Earnings available to
common stockholders plus
assumed conversions $1,201 9,235 $ .13
110,000 anti-dilutive weighted shares have been excluded in the
computation of the three months ended December 28, 2002 diluted EPS
because the options' exercise price is greater than the average market
price of the common stock.
8
Three Months Ended December 29, 2001
Income Shares Per Share
(Numerator) (Denominator) Amount
(in thousands, except per share amounts)
Basic EPS
Net Loss available
to common stockholders $ 822 8,645 $ .10
Effect of Dilutive Securities
Options - 339 (.01)
Diluted EPS
Net Income available to
common stockholders plus
assumed conversions $ 822 8,984 $ .09
10,000 anti-dilutive weighted shares have been excluded in the
computation of the three months ended December 29, 2001 diluted EPS
because the options' exercise price is greater than the average market
price of the common stock.
Note 5 We have adopted only the disclosure provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation." We apply APB No. 25
and related interpretations in accounting for our plans and do
not recognize compensation expense for our stock-based
compensation plans. Had compensation cost for the plans been
determined based on the fair value of the options at the grant
date consistent with SFAS No. 123, our net earnings and
earnings per common share would have been reduced to the pro
forma amounts indicated below:
Three Months Ended
December 28, December 29,
2002 2001
(in thousands, except
per share amounts)
Net Earnings:
As reported $1,201 $ 822
Pro forma $ 860 $ 516
Earnings Per Diluted Share:
As reported $ .13 $ .09
Pro forma $ .09 $ .06
These pro forma amounts may not be representative of future
disclosures because they do not take into effect pro forma
compensation expense related to
9
grants before October 1, 1995. The fair value of these options
is estimated on the date of grant using the Black-Scholes
option pricing model with the following weighted-average
assumptions for grants in fiscal 2002; expected volatility of
40%; risk-free interest rate of 3.58%; and expected lives
ranging between 5 and 10 years. There were no grants in fiscal
2003.
Note 6 Inventories consist of the following:
December 28, September 28,
2002 2002
(in thousands)
Finished goods $11,112 $10,001
Raw materials 2,991 2,846
Packaging materials 2,941 2,914
Equipment parts & other 6,586 6,438
$23,630 $22,199
Note 7 We principally sell our products to the food service and retail
supermarket industries. We also distribute our products
directly to the consumer through our chain of retail stores
referred to as The Restaurant Group. Sales and results of our
frozen beverages business are monitored separately from the
balance of our food service business and restaurant group
because of different distribution and capital requirements. We
maintain separate and discrete financial information for the
four operating segments mentioned above which is available to
our Chief Operating Decision Makers. We have applied no
aggregate criteria to any of these operating segments in
order to determine reportable segments. Our four reportable
segments are Food Service, Retail Supermarkets, The Restaurant
Group and Frozen Beverages. All inter-segment net sales and
expenses have been eliminated in computing net sales and
operating income (loss). These segments are described below.
Food Service
The primary products sold to the food service group are soft
pretzels, frozen juice treats and desserts, churros and baked
goods. Our customers in the food service industry include
snack bars and food stands in chain, department and discount
stores; malls and shopping centers; fast food outlets; stadiums
and sports arenas; leisure and theme parks; convenience
10
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.
Retail Supermarkets
The primary products sold to the retail supermarket industry
are soft pretzel products, including SUPERPRETZEL, LUIGI'S Real
Italian Ice, MINUTE MAID Juice Bars and Soft Frozen Lemonade,
ICEE Squeeze Up Tubes and TIO PEPE'S Churros. Within the
retail supermarket industry, our frozen and prepackaged
products are purchased by the consumer for consumption at home.
The Restaurant Group
We sell direct to the consumer through our Restaurant Group,
which operates BAVARIAN PRETZEL BAKERY and PRETZEL GOURMET, our
chain of specialty snack food retail outlets.
Frozen Beverages
We sell frozen beverages to the food service industry,
including our restaurant group, primarily under the names ICEE
and ARCTIC BLAST in the United States, Mexico and Canada.
The Chief Operating Decision Maker for Food Service,
Retail Supermarkets and The Restaurant Group and the
Chief Operating Decision Maker for Frozen Beverages
monthly review and evaluate operating income and sales in order
to assess performance and allocate resources to each individual
segment. In addition, the Chief Operating Decision Makers
review and evaluate depreciation, capital spending and assets
of each segment on a quarterly basis to monitor cash flow and
asset needs of each segment. Information regarding the
operations in these four reportable segments is as follows:
11
Three Months Ended
December 28, December 29,
2002 2001
(in thousands)
Sales to external customers:
Food Service $ 43,806 $ 41,125
Retail Supermarket 5,739 6,279
The Restaurant Group 3,090 3,413
Frozen Beverages 24,609 23,980
$ 77,244 $ 74,797
Depreciation and Amortization:
Food Service $ 3,340 $ 3,476
Retail Supermarket - -
The Restaurant Group 157 193
Frozen Beverages 3,711 4,290
$ 7,208 $ 7,959
Operating Income:
Food Service $ 2,663 $ 2,530
Retail Supermarket (414) (47)
The Restaurant Group 130 71
Frozen Beverages (569) (1,074)
$ 1,810 $ 1,480
Capital Expenditures:
Food Service $ 1,398 $ 1,493
Retail Supermarket - -
The Restaurant Group 20 2
Frozen Beverages 1,778 2,478
$ 3,196 $ 3,973
Assets:
Food Service $128,690 $114,945
Retail Supermarket - -
Restaurant Group 2,815 2,764
Frozen Beverages 82,474 95,393
$213,979 $213,102
Note 8 We follow SFAS No. 142 "Goodwill and Intangible Assets." SFAS
No. 142 includes requirements to test goodwill and indefinite
lived intangible assets for impairment rather than amortize
them; accordingly, we no longer amortize goodwill.
Our four reporting units, which are also reportable segments,
are Food Service, Retail Supermarkets, The Restaurant Group and
Frozen Beverages. Each of the segments have goodwill and
indefinite lived intangible assets.
12
The carrying amount of acquired intangible assets for the Food
Service, Retail Supermarkets, The Restaurant Group and Frozen Beverage
segments as of December 28, 2002 are as follows:
Gross Carrying Accumulated
Amount Amortization
(in thousands)
FOOD SERVICE
Amortized intangible assets
Licenses and rights $2,066 $691
RETAIL SUPERMARKETS
Amortized intangible assets
Licenses and rights $ - $ -
THE RESTAURANT GROUP
Amortized intangible assets
Licenses and rights $ 20 $ 20
FROZEN BEVERAGES
Amortized intangible assets
Licenses and rights $ 201 $115
Licenses and rights are being amortized by the straight-line
method over periods ranging from 4 to 20 years and amortization expense
is reflected throughout operating expenses. There were no changes in
the gross carrying amount of intangible assets for the three months
ended December 28, 2002. Aggregate amortization expense of
intangible assets for the 3 months ended December 28, 2002 and December
29, 2001 was $78,000 and $76,000, respectively.
Estimated amortization expense for the next five fiscal years is
approximately $300,000 in 2003 and 2004, $200,000 in 2005 and $150,000
in 2006 and 2007.
Goodwill
The carrying amounts of goodwill for the Food Service, Retail
Supermarket, Restaurant Group and Frozen Beverage segments are as
follows:
13
Food Retail Restaurant Frozen
Service Supermarket
Group Beverages Total
(in thousands)
Balance at
December 28,
2002 $14,241 $ - $438 $31,171 $45,850
There were no changes in the carrying amount of goodwill for the
three months ended December 28, 2002.
14
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Liquidity and Capital Resources
Our current cash and marketable securities balances and cash
expected to be provided by future operations are our primary sources of
liquidity. We believe that these sources, along with our borrowing
capacity, are sufficient to fund future growth and expansion.
In the quarters ended December 28, 2002 and December 29, 2001
fluctuations in the valuation of the Mexican peso caused a decrease of
$29,000 and an increase of $71,000 in stockholders' equity,
respectively, because of the revaluation of the net assets of the
Company's Mexican frozen beverage subsidiary.
Our general-purpose bank credit line provides for up to a
$50,000,000 revolving credit facility. The agreement contains
restrictive covenants and requires commitment fees in accordance with
standard banking practice. There were no outstanding balances under this
facility at December 28, 2002.
Results of Operations
Net sales increased $2,447,000 or 3% for the three
months ended December 28, 2002 compared to the three months ended
December 29, 2001.
FOOD SERVICE
Sales to food service customers increased $2,681,000 or 7% in
the first quarter to $43,806,000. Soft pretzel sales increased
$1,638,000 or 10% from last year to $17,308,000 in this year's quarter
due to increased sales of PRETZEL FILLERS and GOURMET TWISTS. Italian
ice and frozen juice treat and dessert sales increased 3% to $5,177,000
in the three months. Churro sales to food service customers increased 9%
to $3,115,000 in the quarter. Sales of bakery products increased 4% to
$17,152,000 from $16,449,000 last year.
All of the food service sales' increase and decreases were
primarily due to changes in unit volume.
RETAIL SUPERMARKETS
Sales of products to retail supermarkets decreased
$540,000 or 9% in the first quarter. Soft pretzel sales for
15
the first quarter were down 10% to $3,719,000. Sales of frozen juices
and ices decreased $63,000 or 3% to $2,343,000 in the quarter.
THE RESTAURANT GROUP
Sales of our Restaurant Group decreased 9% to
$3,090,000 in the first quarter. The sales decrease was caused
primarily by decreased mall traffic and the closing of unprofitable
stores.
FROZEN BEVERAGES
Frozen beverage and related product sales increased
$629,000 or 3% to $24,609,000 in the first quarter.
Beverage sales alone decreased 1% to $17,758,000 for the quarter.
Service revenue increased $740,000 or 30% from the first quarter of
fiscal year 2001 to $3,232,000 in this year's first quarter.
CONSOLIDATED
Gross profit as a percentage of sales decreased almost a full
percentage point from last year. The decrease was caused primarily by
increases in unit costs of raw materials, a higher level of allowances
in our retail supermarket business and higher property and casualty and
group insurance costs, which were partially offset by reduced
depreciation of our frozen beverage dispensing machines and of our
property, plant and equipment.
Total operating expenses decreased $309,000 in the first quarter
and as a percentage of sales decreased to 26% from 27% in last year's
same quarter. Marketing expenses decreased to 14% of sales from 15% in
last year's quarter. Distribution expenses were 8% of sales in both
years' first quarter. Administrative expenses decreased about 1/4 of
1% as a percentage of sales to 4% this year.
Operating income increased 22% to $1,810,000 this year from
$1,480,000 a year ago.
Interest expense decreased $250,000 from last year's quarter
because we have no outstanding long-term debt.
The effective income tax rate has been estimated at 36% this year
compared to 35% in last year's quarter.
Net earnings increased 46% to $1,201,000 in this year's first
quarter compared to net earnings of $822,000 in the year ago period.
16
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There has been no material change in the Company's assessment
of its sensitivity to market risk since its presentation set
forth, in item 7a. "Quantitative and Qualitative Disclosures
About Market Risk," in its 2002 annual report on Form 10-K
filed with the SEC.
Item 4. Controls and Procedures
(a) Evaluation of disclosure controls and procedures.
The management of the Company, including the Chief Executive
Officer and the Chief Financial Officer, have conducted an
evaluation of the effectiveness of the Company's disclosure
controls and procedures pursuant to Rule 13a-14 under the
Securities Exchange Act of 1934 as of a date (the "Evaluation
Date") within 90 days prior to the filing date of this report.
Based on that evaluation, the Chief Executive Officer and the
Chief Financial Officer concluded that, as of the Evaluation
Date, the Company's disclosure controls and procedures were
effective in ensuring that all material information relating to
the Company, including our consolidated subsidiaries, required
to be filed in this quarterly report has been made known to
them in a timely manner.
(b) Changes in internal controls
There have been no significant changes made in the Company's
internal controls or in other factors that could significantly
affect internal controls subsequent to the Evaluation Date.
17
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
99.1 Certification Pursuant to the 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002
99.2 Certification Pursuant to the 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002
b) Reports on Form 8-K - There were no reports on Form 8-K for
the three months ended December 28, 2002.
18
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
J & J SNACK FOODS CORP.
Dated: January 22, 2003 /s/ Gerald B. Shreiber
Gerald B. Shreiber
President
Dated: January 22, 2003 /s/ Dennis G. Moore
Dennis G. Moore
Senior Vice President and
Chief Financial Officer
19
CERTIFICATIONS
I, Gerald B. Shreiber, Chief Executive Officer of the Company, certify
that:
1. I have reviewed this quarterly report on Form 10-Q of
J & J Snack Foods Corp.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in the Report, fairly present in all material
respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified
for the registrant's auditors any material weaknesses in internal
controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to date of their evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: January 22, 2003
/s/ Gerald B. Shreiber
Chief Executive Officer
CERTIFICATIONS
I, Dennis G. Moore, Chief Financial Officer of the Company, certify
that:
1. I have reviewed this quarterly report on Form 10-Q of
J & J Snack Foods Corp.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in the Report, fairly present in all material
respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified
for the registrant's auditors any material weaknesses in internal
controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to date of their evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: January 22, 2003
/s/ Dennis G. Moore
Chief Financial Officer
Exhibit 99.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of J & J Snack
Foods Corp. (the "Company") on Form 10-Q for the quarter ended
December 28, 2002 filed with the Securities and Exchange
Commission (the "Report"), I, Gerald B. Shreiber, Chief
Executive Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of
Section 13(a) of the Securities Exchange Act of
1934; and
(2) The information contained in the Report fairly
presents, in all material respects, the consolidated
financial condition of the Company as of the dates
presented and the consolidated result of operations
of the Company for the periods presented.
Dated: January 22, 2003
/s/ Gerald B. Shreiber
Chief Executive Officer
This certification has been furnished solely pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 and has not been filed as part of the
Report or as a separate disclosure document.
Exhibit 99.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of J & J Snack
Foods Corp. (the "Company") on Form 10-Q for the quarter ended
December 28, 2002 filed with the Securities and Exchange
Commission (the "Report"), I, Dennis G. Moore, Chief Financial
Officer of the Company, certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
(1) The Report fully complies with the requirements of
Section 13(a) of the Securities Exchange Act of
1934; and
(2) The information contained in the Report fairly
presents, in all material respects, the consolidated
financial condition of the Company as of the dates
presented and the consolidated result of operations
of the Company for the periods presented.
Dated: January 22, 2003
/s/ Dennis G. Moore
Chief Financial Officer
This certification has been furnished solely pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 and has not been filed as part of the
Report or as a separate disclosure document.