J & J Snack Foods Corp. Front cover page: Graphic of J&J Snack Foods Copr. LOGO and drawing of SuperPretzel 1995 Annual Report Profile J & J Snack Foods Corp. is a special niche company that manufactures, markets and distributes an expanding variety of nutritional, popularly priced snack foods and beverages to the food service and retail supermarket industries. Our product offerings include soft pretzels; frozen carbonated beverages; frozen juice bars and desserts; churros, a cinnamon pastry; funnel cakes; cookies, muffins and baked health foods; popcorn and other snack foods and drinks. These tasty products are available throughout the U.S. and a growing list of markets abroad. Consumers enjoy them in a variety of settings, including: * Snack bars and food stands in leading chain, department, discount and convenience stores * Malls and shopping centers * Fast food outlets * Stadiums and sports arenas * Leisure and theme parks * Movie theatres * Schools, colleges and other institutions In addition, a number of J & J's products are available through supermarkets and warehouse club stores for home consumption. Financial Highlights J & J Snack Foods Corp. and Subsidiaries Fiscal year ended in September (In thousands except per share data) 1995 1994 1993 1992 1991 Sales $185,362 $174,425 $147,190 $126,927 $109,666 Net Earnings $5,804 $8,532 $8,350 $5,936 $6,079 Total Assets $123,309 $127,366 $121,494 $112,447 $104,412 Long-Term Debt $5,011 $5,028 $5,043 $5,068 $2,411 Stockholders' Equity $96,084 $100,545 $97,956 $90,065 $86,437 Common Share Data Earnings Per Share $.61 $.82 $.80 $.55 $.67 Book Value Per Share $10.53 $10.17 $9.49 $8.66 $8.12 Common Shares Outstanding At Year End 9,126 9,889 10,318 10,400 10,641 Graphic: Chart representation of Sales, Net Earnings and Stockholders equity for the years 1991 through 1995. The information depicted is contained in the above chart. Graphic: Photograph of Gerald B. Shreiber President and Chairman of J&J Snack Foods Corp. Letter from the President While preparing to write my President's Message for the year, I struggled with an appropriate tone to describe our performance for fiscal year 1995. I didn't want to paint a glossed-over inaccurate picture of rose-colored puffery, supported by selective numbers and facts. Nor did I want to be too negative in view of our actual performance and, given the dedicated and tireless effort of our people. Last year was, indeed, a year of challenges. Although our sales climbed to a record $185.4 million -- our 24th consecutive year of sales increases -- our earnings, impacted by a combination of unrelated factors, declined to $5.8 million. 1995 Results in brief: All in all, the numbers look like this: * Sales grew 6.3% to $185.4 million. * Net income declined to $5.8 million from $8.5 million. * Earnings per share decreased to $.61 from $.82. * Book value increased to $10.53 per share. During fiscal year 1995, a combination of factors, including higher costs of raw materials and packaging, increased competition in our supermarket business sector, and economic problems and the peso devaluation in Mexico, contributed to our earnings decline. While we didn't achieve the overall goals and objectives we had set for ourselves, we did, nevertheless, improve our position and foundation in several key areas. In fiscal year 1995, we: * Expanded our core food service markets. * Developed new products, including soft pretzel line extensions and fruit filled churros. * Increased our manufacturing capability and improved our efficiencies. * Developed new channels of distribution. * Acquired international marketing rights for ICEE. While dealing with challenges in 1995 that negatively impacted our earnings, we maintained our focus on expanding our markets for the long term. On the cover of this year's annual report is an illustration of a soft pretzel along with scenes depicting a variety of market settings for our products. Our products and business opportunities take us into a growing and diverse variety of settings to sell our products, competing for "share of stomach" at tens-of-thousands of locations including: * Sports arenas, amusement and theme parks * Mass merchandisers * Malls and shopping centers * Business and industry * Schools, colleges and healthcare institutions * Convenience stores * Supermarkets and club stores Over the years, we have improved our products and method of presentation to the consumer so as to make them more available, affordable and appealing. Niche product leadership SUPERPRETZEL soft pretzels is the recognized leader and has the dominant share of the growing soft pretzel category. As the low cost producer and market innovator, we plan on continuing our category development and leadership. Our other niche products, including TIO PEPE'S churros, LUIGI'S Real Italian Ice, SHAPE-UPS frozen juice bars, THE FUNNEL CAKE FACTORY funnel cakes and our ICEE and ARCTIC BLAST frozen carbonated beverages, are also the market leaders in their niche categories. The above group, while impacted by increased costs of raw materials and packaging, continued to support and grow its niche markets while defending its market share. We particularly addressed problems related to our frozen carbonated beverage business, which operates under the ICEE and ARCTIC BLAST brands. Beverage sales of this group rose 3%, reversing a decline in 1994 and operational efficiencies and other strategies were put in place to improve performance and profitability. While competition is intense for the consumer discretionary dollar, our nutritional snack foods and beverages are unique. Our niche positioning and trade relations are excellent and our customer base continues to expand. Over the years, we have enhanced our position as a premier producer and have invested heavily to maintain that edge. 25th Anniversary As we look to fiscal 1996, our 25th Anniversary year, we are enthusiastic and optimistic for the future. Nearly a quarter century of business experience, leadership and growth, coupled with our dedicated management, gives us great confidence for the future. Our business remains fertile and growable. We are the market leaders in the snack food and beverage categories that we participate in. We believe our products are relatively resistant to cyclical recessionary pressures. We are financially sound and our cash flow is strong. We plan on continuing to grow our business through internal expansion and through possible acquisitions. We will continue to manage our business for the long term and we believe we are well positioned for the future. Graphic of Mr. Shreiber's signature. Gerald B. Shreiber President and Chairman December 1, 1995 Graphic: Picture of a box of SuperPretzel Bites and a SuperPretzel Graphic Soft Pretzels Graphic: Pictures of a box of SuperPretzel Bites, Softstix, SuperPretzel, and banners for Sweet Dough Soft Pretzels and Bavarian Pretzel Bakery The right snacks for today. In today's fast-paced world, people have less time. They're making the most of every minute and eating on the run wherever they go. Today's health-conscious consumers want snacks that are nutritious, as well as delicious. And parents continue to search for ways to combat traditional "fast-food mania" by providing equally fun and tasty treats for their children. J & J Snack Foods is ideally positioned to benefit from these two mega-trends. Our wide variety of wholesome and satisfying products are available in more and more of the places where consumers find themselves "grabbing a snack." At the local shopping mall; a sporting event; a theme park; at school; or even a quick bite at home. As the largest producer of soft pretzels in the world, J & J Snack Foods' flagship brand, SUPERPRETZEL soft pretzels, is "the good-for-you snack." They're fat free, cholesterol free and all natural -- qualities that continue to fuel our soft pretzel sales in both our Food Service and Retail Supermarket divisions. A growth strategy that works. J & J's sales and marketing strategy for growth has produced outstanding results across our product lines, and consists of two fundamental principles: * Create innovative new products for existing distribution channels * Develop new distribution channels for existing products Over the years, we have created innovative new products by introducing a number of line extensions to our flagship SUPERPRETZEL brand. These include such products as SOFT PRETZEL BITES, SOFTSTIX cheese-filled soft pretzel sticks, THE BIG CHEESE cheese-filled soft pretzels, king size and one ounce soft pretzels as well as proprietary and custom pretzel shapes. Our second principle is visible in the number of new locations where our pretzels can be found. In the past year, we continued to expand soft pretzel distribution to consumers through various alternative product delivery systems through schools and home delivery services, which helped contribute to an overall 13% increase in food service soft pretzel sales. SUPERPRETZEL: The gold standard. SUPERPRETZEL soft pretzels are "the perfect snack." Recognized as the gold standard of soft pretzels, it is the brand consumers have come to know and trust. For customers with existing food service facilities, we provide the well known SUPERPRETZEL soft pretzel brand, which can stand alone or work together with other branded merchandising concepts. SUPERPRETZEL generates revenue even for customers without traditional snack bar facilities, thanks to our branded concept programs and innovative use of specially designed mobile merchandising units. College campuses and warehouse club stores are among those enjoying added revenue generating food service operations. Feeling the heat in the freezer case. The SUPERPRETZEL product line, including SUPERPRETZEL soft pretzels, SOFT PRETZEL BITES and SOFTSTIX, is the number one brand of soft pretzels in the retail supermarket. These microwaveable pretzels make it easy for consumers to enjoy a soft, warm, delicious treat at home or at work -- in just seconds. Graphic: Drawing of baseball park packed with fans eating SuperPretzels This year, however, has been a challenging one. Significant and increased competition for freezer space from other soft pretzels and hot snacks, together with slower category growth, has impacted our performance. Although overall supermarket sales of our soft pretzel products declined by 2% for the year, mostly due to volume declines of SOFTSTIX, our core retail SUPERPRETZEL soft pretzels grew slightly. We are in the process of implementing programs and marketing strategies which are designed to regain positive momentum in building the soft pretzel category in supermarkets. A new twist on pretzels. As the market leader and innovator, we are always working to further improve our existing soft pretzel products and introduce new items to the marketplace. Our research and development department continues to create soft pretzel line extensions in new flavors, shapes and sizes. This year marked the introduction of a new soft pretzel product to our Food Service division: SWEET DOUGH soft pretzels. These soft pretzels offer an exciting twist on the conventional soft pretzel using a non-traditional sweet dough recipe. They're delicious plain or dipped in butter and topped with cinnamon sugar. Near the end of our fourth quarter, tests were initiated on a new cinnamon raisin pretzel for an existing large food service customer. Other new products are in various stages of development and commercialization. Snackin' at the pretzel shoppe. Consumers continue to flock to our BAVARIAN PRETZEL BAKERY outlets for a healthy snack on the run. This J & J subsidiary operates approximately 80 retail outlets in regional malls primarily throughout the Mid-Atlantic states, all company owned and operated. Retail sales at BAVARIAN PRETZEL BAKERY grew by 6% for the year. The menu offerings were expanded at many locations to include our new SWEET DOUGH soft pretzels along with a host of other J & J snack items. BAVARIAN PRETZEL BAKERY enables us to compete in the growing retail pretzel shoppe marketplace and provides a natural extension to our distribution channels. It's Fun! It's Healthy! It's SUPERPRETZEL! No wonder kids, parents and schools love SUPERPRETZEL! It's the perfect fat free school lunch or snack item. Our soft pretzel products meet the requirements for the U.S.D.A. National School Lunch/Breakfast Program. Graphic: Drawing of a SuperPretzel A Super Selling Tool J & J offers a wide array of branded merchandising and equipment programs which are available to our thousands of food service customers. These units, which prominently display our eye-catching SUPERPRETZEL logo, provide food service customers with everything they need. The result is higher consumer recognition and increased sales. Graphic: Picture of a SuperPretzel display case Frozen Desserts Graphic: Picture of a LUIGI'S reqtail package, LUIGI'S, shap-ups and FROSTAR logos. Our frozen products are hot! hot! hot! Our two-fold growth strategy of product development and market expansion has resulted in healthy sales gains for J & J's other niche products, including frozen juice bars and desserts, marketed under the LUIGI'S, SHAPE-UPS and FROSTAR brands. Frozen dessert products for the Food Service division experienced growth this year largely due to the new LUIGI'S Real Italian Ice squeeze-up tubes, which helped produce a sales increase of 26% for the year. LUIGI'S is another good-for-you niche product benefitting from the consumer's desire to eat healthier foods. An excellent alternative to ice cream, it's a refreshing taste treat that is fat free, cholesterol free and dairy free. We also enjoyed continued strength in our SHAPE-UPS and FROSTAR brands. These frozen treats are both made with real fruit juice and are sold primarily through school food service. Like our soft pretzels, SHAPE-UPS carry the Child Nutrition (CN) Label and are approved by the U.S.D.A. for the National School Lunch Program. They're nutritious, fun to eat, and a favorite of kids nationwide. Graphic: Artist drawing of children The squeeze is on! LUIGI'S Real Italian Ice squeeze-up tubes, which were introduced last year in a 4 oz. size, were rolled out nationally this year with better than expected results. Squeeze-ups are currently being sold in snack bars, convenience stores, leisure and theme parks and pizzeria restaurants. And they're even being served on a major airline! Made with real fruit juice, LUIGI'S 4 oz. squeeze-ups are also being sold in a wide variety of retail outlets to complement our other snack foods. A variety pack was designed for sale in warehouse club stores and is experiencing strong sales growth. And, to generate LUIGI'S sales at stadiums and arenas, we introduced an exclusive 8 oz. squeeze-up tube toward the end of our year. A growing year in grocery. Retail supermarket sales of LUIGI'S Real Italian Ice experienced another strong growth year, thanks in part to today's health conscious consumers. Sales and market share increased significantly. We also introduced and successfully gained distribution of a new variety pack to the marketplace. Industry retail information reports indicate that this year's sales have resulted in LUIGI'S becoming the number one brand of Italian Ice in the supermarket freezer. Sizing Up Each Market LUIGI'S Real Italian Ice is available in 6-oz. cups for retail supermarkets, and 4-oz. and 8-oz. squeeze-up tubes for food service sales. No matter what the size, LUIGI'S is a delicious, fat free, cholesterol free and dairy free treat for kids of all ages. Graphic: Pictures of three LUIGI'S products Other Snack Foods Graphic: Picture of Churros and Funnel Cake graphic Viva TIO PEPE! J & J Snack Foods Corp. produces a variety of other niche snack foods including TIO PEPE'S churros, a crispy, cinnamon-sugared, doughnut-like snack of Hispanic origin. Churro sales were down only slightly for the year despite a large decline in sales to one customer that discontinued the product offering. Traditionally well known in the West and Southwest, churros are now becoming more familiar to consumers nationwide due to increased exposure. In keeping with our strategy to create new market niches for existing products, in 1995 we increased churro sales through warehouse club stores and in retail supermarkets in Western and Southwest markets. In our continuing effort to expand our international business, a churro program was introduced in Mexico through our ICEE division. Additionally, our export sales of churros to the Far East continue to grow. Graphic: Artist rendering of a Churros concession stand Churros and fruit -- ole ! In our fourth quarter we developed a new food service line extension which is being introduced in fiscal '96, TIO PEPE'S fruit filled churros. They combine the traditional churro cinnamon pastry with delicious fruit and cream fillings. It's a scrumptious and wholesome combination! Our filled churros will appeal to food service locations beyond traditional snack bars. They're also perfect for school food service, since they meet both bread and fruit requirements for the U.S.D.A. National School Breakfast/Lunch Program. Funnel cakes made easy. Funnel cakes are "the original carnival treat" that J & J has turned into a growing business, marketing a line of frozen pre-cooked and dry mix funnel cakes under THE FUNNEL CAKE FACTORY brand name. Our unique, frozen funnel cakes make preparation easier than ever before. In fact, just heat and serve -- no more mixing, measuring or frying required. Our funnel cakes are also approved by the U.S.D.A. for the National School Breakfast Program. They are sold through our Food Service division to school food service, snack bars and amusement parks. Churros on the Move! We've placed our innovative new mobile merchandising carts at warehouse club stores nationwide. These carts give thousands of shoppers the chance to try our churros, which can then be purchased from the frozen foods section for home consumption. Graphic: Picture of a Churros display case Frozen Carbonated Beverages (FCB) Graphic: Picture of a box of Churros and Churros and Funnel Cake Graphics A refreshing way to chill out. Ice-cold and bubbly, our ICEE and ARCTIC BLAST brands are among the most refreshing drinks available in what has become a fiercely competitive beverage market. These semi-frozen beverages, which are served from our proprietary dispensing equipment, are marketed and distributed by ICEE-USA, the FCB division of J & J Snack Foods Corp. Whether sipped through a straw or eaten with a spoon, they're a growing favorite of consumers of all ages. We're continually working to put our frozen beverages in the hands of more consumers in more locations. Today, they can be found in thousands of outlets throughout North America, including many outlets where our soft pretzels and other snack foods are sold. Finding liquidity in frozen assets. Sales this year resulted in a modest increase of 1% in frozen carbonated beverages and related products, despite a sharp sales decline at our Mexican FCB subsidiary due to the troubled Mexican economy and peso devaluation. Graphic: Drawing of a snack food stand that is in the shape of a giant ICEE Frozen Carbonated Beverage dispensing machine. The stand is staffed by a sales person who is dispensing SuperPretzels and ICEE beverages to customers. In order to provide for future gains by the frozen carbonated beverage product line, we made key improvements throughout the year. These included an aggressive new promotional program and the development of a new kiosk designed for a mass merchandiser. We also improved the efficiency of our syrup distribution system by utilizing third party distribution, where appropriate, for a segment of our customers. This plan will be expanded on a selective basis. New, "friendlier" dispensers. The proprietary dispensing equipment manufactured by the FCB division is a major factor in expanding our customer base. In 1995, we made several design and operational improvements in both our standard ICEE floor model dispenser and our counter top dispenser, which is used where space is a limitation. The results have been improved reliability and more "user-friendly" machines. A warm reception for a cool product. The distribution of ARCTIC FREEZE, a new frozen beverage product, was expanded to both school locations and other retailers this past year. ARCTIC FREEZE is offered in two formulations, one of which contains 50% fruit juice and carries the U.S.D.A. approved Child Nutrition (CN) Label. An expanding cold front. Our ICEE-USA subsidiary is the largest distributor of frozen carbonated beverages in North America, with branches and warehouses positioned to serve our customers. Our ICEE products are distributed in the western United States, Canada and Mexico, while ARCTIC BLAST is sold primarily in the East. During the year, we acquired the international rights for the sale of ICEE products and are currently exploring opportunities to develop the international market for FCB. A Promotional Blast To support our customers' retail sales efforts, we provide topical in-store promotions and attention-getting point-of-sale materials. Graphic: Pictures of ICEE and ARCTIC BLAST promotional material J & J Snack Foods Corp. and Subsidiaries Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Fiscal 1995 (53 weeks) Compared to Fiscal 1994 (52 weeks) Net sales increased $10,937,000 or 6% in fiscal 1995 compared to fiscal 1994 to $185,362,000. Net sales, excluding sales of Western Syrup Company in both years, increased $13,084,000 or 8% to $184,431,000 for the year. During the third quarter, 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. Sales to food service customers increased $10,455,000 or 15% to $79,382,000 in fiscal 1995. Soft pretzel sales to the food service market increased 13% to $51,032,000 and churro sales decreased 1% to $9,512,000. Excluding a large sales decline to one customer, sales of churros increased $824,000 or 10%. New channels of distribution and new products accounted for most of the added pretzel volume. Frozen juice bar and dessert sales increased 26% to $13,571,000 due to expanded distribution and new products. Sales of products to retail supermarkets increased $2,897,000 or 8% to $41,300,000 in fiscal 1995 due to higher unit volume. Total soft pretzel sales to retail supermarkets were $26,043,000, a decrease of 2% from fiscal 1994. Sales of the flagship SUPERPRETZEL brand soft pretzels, excluding SOFTSTIX, increased 3% to $21,708,000. The increase was substantially less than in prior years due to increased competition. SOFTSTIX sales decreased $1,340,000 or 26% to $3,839,000 from the previous year. LUIGI'S Real Italian Ice sales increased $3,533,000 or 33% to $14,358,000 due to increased distribution and market share. Frozen carbonated beverage and related product sales increased $590,000 or 1% to $43,600,000 in fiscal 1995 even though sales of the Company's Mexican frozen carbonated beverage subsidiary were down $1,232,000 or 39% for the year due to the devaluation of the peso and the business downturn in Mexico. Beverage sales alone increased 3% to $41,736,000. Bakery sales decreased $1,471,000 or 13% to $9,485,000 in fiscal 1995 due to lower unit volume. The decline was due to a reduction in purchases by a single customer. Bavarian Pretzel Bakery sales increased 6% to $10,664,000 for the year. Gross profit on sales declined to 50% for fiscal 1995 compared to 53% for fiscal 1994. The percentage decrease is primarily attributable to higher packaging and raw material costs and increased manufacturing overhead costs due to recent expansions of production capacities. Total operating expenses increased $6,196,000 to $85,481,000 in fiscal 1995 and as a percentage of sales increased to 46% from 45% in fiscal 1994. Marketing expenses as a percent of sales increased approximately 2% of sales to 32% of sales in 1995 from 29% in 1994 due primarily to higher retail supermarket promotional and advertising spending and increased equipment costs, which includes depreciation, installation and service costs, in our frozen carbonated beverage division. Distribution expenses decreased to 10% of sales in 1995 from 11% in 1994 due primarily to the use of alternate channels of distribution and more efficient operations in our frozen carbonated beverage division. Administrative expenses decreased approximately 1/2% of sales to 4% of sales in 1995 due to higher sales volume and reduced expenses. Operating income decreased $5,395,000 or 43% to $7,008,000 in fiscal 1995. Decreases in operating income and increases in operating losses were across all product lines. Investment income increased in fiscal year 1995 due to a higher level of invested funds and higher interest and dividend rates on investments. Interest expense decreased $52,000 to $399,000 because of debt reduction. Sundry income increased $789,000 to $1,365,000 for the fiscal year principally due to gains on disposals of certain property and equipment. The effective income tax rate was 38% in both fiscal 1995 and 1994. Net earnings decreased $2,728,000 or 32% in fiscal 1995 to $5,804,000. The Financial Accounting Standards Board (the FASB) issued a new standard, FAS No. 107, "Disclosure About Fair Value of Financial Instruments," which requires all entities to disclose the estimated fair value of their financial instrument assets and liabilities. The Company will be required to implement this new standard in its fiscal year 1996. Implementation of this standard will have no effect on earnings. The FASB issued a new standard, FAS No. 123, "Accounting for Stock-Based Compensation," which contains a fair value-based method for valuing stock-based compensation that entities may use, which measures compensation cost at the grant date based on the fair value of the award. Compensation is then recognized over the service period, which is usually the vesting period. Alternatively, the standard permits entities to continue accounting for employee stock options and similar equity instruments under APB Opinion 25, "Accounting for Stock Issued to Employees." Entities that continue to account for stock options using APB Opinion 25 are required to make pro forma disclosures of net income and earnings per share, as if the fair value-based method of accounting defined in FAS No. 123 had been applied. The Company has not determined which method it will follow in the future. The Company will be required to adopt the new standard in its fiscal year 1997. The FASB issued a new standard, FAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of," which provides guidance on when to recognize and how to measure impairment losses of long-lived assets and certain identifiable intangibles and how to value long-lived assets to be disposed of. The Company anticipates that the impact of FAS No. 121 on the financial position and results of operations of the Company, when adopted, will not be material. The Company is required to adopt this new standard in its fiscal year 1997. The Company adopted FAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities," which provides guidance on accounting and reporting for investments in equity securities with readily determinable fair values and for all investments in debt securities. The Company adopted this new standard in the first quarter of the current fiscal year with no impact on earnings. Results of Operations Fiscal 1994 (52 weeks) Compared to Fiscal 1993 (52 weeks) Net sales increased $27,235,000 or 19% in fiscal 1994 compared to fiscal 1993 to $174,425,000. Net sales, excluding sales of Bavarian Pretzel Bakery, increased $17,184,000 or 12% to $164,374,000 for the year. Sales to food service customers increased $9,950,000 or 17% to $68,927,000 in fiscal 1994. Soft pretzel sales to the food service market increased 21% to $45,246,000 and churro sales increased 18% to $9,603,000. Expanded unit volume accounted for virtually all of the dollar increases and resulted from increased warehouse club store, fast food chain, convenience store, school, movie theatre and stadium business. Frozen juice bar and dessert sales increased 13% to $10,806,000. Sales of products to retail supermarkets increased $8,426,000 or 28% to $38,403,000 in fiscal 1994 primarily due to higher unit volume. Total soft pretzel sales to retail supermarkets were $26,453,000, an increase of 36% from fiscal 1993. Sales of the flagship SUPERPRETZEL brand soft pretzels, excluding SOFTSTIX, increased 29% to $20,977,000. SOFTSTIX sales increased $2,008,000 to $5,179,000 in the year primarily due to expanded distribution. LUIGI'S Real Italian Ice sales increased $1,299,000 or 14% to $10,825,000 due to higher unit volume and a price increase. The price increase accounted for approximately 50% of the dollar sales increase. Frozen carbonated beverage and related product sales decreased $2,463,000 or 5% to $43,010,000 in fiscal 1994. Beverage sales alone decreased 6% to $40,371,000 even though there were an increased number of our frozen carbonated beverage dispensers at customer locations. The sales decrease was caused by continuing significant declines in unit sales to the division's largest customer and by temporary and permanent removals and relocations of our frozen carbonated beverage dispensers at chain and convenience store accounts, as well as by other less directly identifiable factors. Bakery sales increased $1,697,000 or 18% to $10,956,000 in fiscal 1994 due to higher unit volume. One customer accounted for substantially all of the increase. Syrup and topping product sales decreased $426,000 or 12% to $3,078,000 due to lower unit volume. Gross profit on sales was 53% for fiscal 1994 compared to 55% for fiscal 1993. Excluding Bavarian, gross profit as a percentage of sales was 55% in both fiscal years. Total operating expenses increased $10,400,000 in fiscal 1994 and as a percentage of sales decreased to 45% from 47% in fiscal 1993. Excluding Bavarian, operating expenses as a percentage of sales increased 1% to 48% in 1994. Marketing expenses, exclusive of Bavarian, increased from 29% to 31% for the year primarily because of higher frozen carbonated beverage marketing expenses combined with lower frozen carbonated beverage sales compared to last year. Distribution expenses, exclusive of Bavarian, were 12% of sales in both years. Administrative expenses, exclusive of Bavarian, decreased less than 1% to 4% of sales in the current year from 5% last year primarily because of higher sales volume. Group health insurance costs for fiscal year 1994 decreased approximately $1,000,000 from last year's amounts due to a change in programs effected during last year's third quarter. Most of the decreases were in operating expenses. Operating income increased $196,000 or 2% to $12,403,000 in fiscal 1994. Investment income increased slightly in fiscal year 1994 due to a higher level of invested funds. Interest expense increased $86,000 to $451,000 in 1994 because of the Bavarian acquisition and because interest on the borrowings related to the expansion of the East Coast freezer storage warehouse was capitalized during the construction period in 1993 but was fully expensed in 1994. Sundry income increased $403,000 to $576,000 for the fiscal year principally due to the sale of idle land. The effective income tax rates were 38% in fiscal 1994 and 36% in fiscal 1993. The increase of slightly more than 1% in the effective income tax rate was caused by higher federal income tax rates in 1994 and miscellaneous factors. The Financial Accounting Standards Board (the FASB) issued a new standard, FAS No. 109, "Accounting for Income Taxes," which significantly changes the accounting for deferred income taxes. The statement provides for a liability approach under which deferred income taxes are provided based upon enacted tax laws and rates applicable to the periods in which the taxes become payable. The Company adopted this new standard in the quarter ended December 25, 1993. The adoption of the standard did not have a significant impact on net earnings for fiscal year 1994. Net earnings increased $182,000 or 2% in fiscal 1994 to $8,532,000. Acquisitions, Liquidity and Capital Resources In May 1994, the Company acquired the assets of The Funnel Cake Factory, Inc., a manufacturer and distributor of funnel cake products. The acquisition was paid for with cash and stock. In October 1993, all of the common stock of Bavarian Soft Pretzels, Inc., a specialty snack food retailer operating in malls, was acquired. The acquisition was paid for with cash. The Company's current cash and marketable securities balances and cash expected to be provided by future operations are its primary sources of liquidity. The Company believes that these sources, along with its borrowing capacity, are sufficient to fund future growth and expansion. The devaluation of the Mexican peso in December 1994 caused a reduction of $1,121,000 in stockholders' equity for the 1995 fiscal year because of the revaluation of the net assets of the Company's Mexican frozen carbonated beverage subsidiary. The Company experienced a dollar decline in the sales of this subsidiary of about 50% since the devaluation. The Company anticipates that the sales decline from prior year levels will continue at least through the first quarter of the 1996 fiscal year. In 1995, sales of the Mexican subsidiary decreased to $1,966,000 from $3,198,000 in 1994. Under share repurchase programs initiated in fiscal year 1992, the Company purchased and retired 709,000 shares of its common stock at a cost of $8,467,000 in fiscal years 1994 and 1993. Under an additional share repurchase program initiated in fiscal year 1994, the Company is authorized to acquire an additional 1,000,000 shares of its common stock. The Company repurchased and retired 854,600 shares at a cost of $10,118,000 in fiscal years 1995 and 1994 under this authorization. Total purchases of Company stock in 1995 under the repurchase programs were 801,000 shares at a cost of $9,447,000. Available to the Company are unsecured general purpose bank lines of credit totalling $25,000,000. There were no borrowings under these general bank lines of credit at September 30, 1995. Fiscal 1995 Compared to Fiscal 1994 The combined balance of cash and cash equivalents and marketable securities increased $3,456,000 from $11,064,000 in 1994 to $14,520,000 in 1995 primarily because of the investment of proceeds from long-term investments into cash equivalents. Receivables increased $328,000 to $16,846,000 primarily because of higher sales levels. Inventories decreased $510,000 to $11,009,000 primarily because of the sale of Western Syrup Company. Property, plant and equipment increased $7,717,000 primarily because of expenditures for dispensers required for the expansion of the frozen carbonated beverage business, for ovens and portable merchandisers required for the expansion of the food service business and for the expansion and upgrading of production capability at the Company's manufacturing facilities which were offset by declines resulting from the sale of Western Syrup Company, disposals and a foreign currency translation adjustment recorded because of the devaluation of the Mexican peso. Goodwill, trademarks and rights, net of accumulated amortization decreased $1,149,000 to $8,644,000 primarily because of amortization. Long-term investments decreased $2,429,000 to $8,335,000 primarily because of the investment of proceeds from long-term investments into cash equivalents. Sundry assets increased by $302,000 from 1994 primarily because of a note receivable accepted as part of the payment for the purchase of Western Syrup Company by a third party offset by use of bond trust funds. Accounts payable decreased $1,247,000 primarily because of a decline in deposits received for equipment purchases, a decline in vendor advances and the sale of Western Syrup Company. Accrued liabilities increased $1,385,000 in 1995 from $4,537,000 in 1994 due to higher sales rebates due customers, higher income taxes accrued and a provision for closed stores at Bavarian Pretzel Bakery. Common stock decreased $9,144,000 in 1995 to $40,802,000 because of payments by the Company to repurchase and retire its stock. A foreign currency translation adjustment of ($1,121,000) was recorded in 1995 due to the revaluation of the net assets of the Company's Mexican frozen carbonated beverage subsidiary. The revaluation was necessitated by the sharp devaluation of the Mexican peso. Net cash provided by operating activities decreased $2,579,000 to $20,588,000 in 1995 from $23,167,000 in 1994 primarily because of lower net earnings. Net cash used in investing activities decreased $10,382,000 to $7,353,000 in 1995 from $17,735,000 in 1994 primarily because of lower capital expenditures of $5,651,000, no payments for purchases of companies compared to $1,523,000 in 1994, an increase of $4,282,000 in net proceeds from investments, and higher proceeds of $323,000 from the sales of operations and disposals of property and equipment offset by the lower use of funds from the bond trust fund of $1,287,000. Capital expenditures decreased by $5,651,000 in 1995 from 1994 primarily because of lower expenditures by our frozen carbonated beverage division. Net cash used in financing activities increased to $9,160,000 in 1995 compared to $7,268,000 used in 1994 primarily because of an increase in the purchase of the Company's common stock of $2,168,000. Fiscal 1994 Compared to Fiscal 1993 The combined balance of cash and cash equivalents and marketable securities decreased $4,724,000 from $15,788,000 in 1993 to $11,064,000 in 1994 primarily because funds were redirected to long-term investments. Receivables increased $1,037,000 to $17,176,000 primarily because of higher sales levels. Inventories increased $1,019,000 to $11,519,000 because of higher sales levels and inventory required for Bavarian Pretzel Bakery. Prepaid expenses and deposits increased to $1,611,000 in 1994 from $1,035,000 in 1993 because of deposits made for equipment purchases. Property, plant and equipment increased $18,532,000 primarily because of expenditures for additional dispensers required for the expansion of the frozen carbonated beverage business, for ovens and portable merchandisers required for the expansion of the food service business and for the expansion of production capacity at the Company's primary East Coast manufacturing facility. Goodwill, trademarks and rights, net of accumulated amortization increased $441,000 to $9,793,000 because of the acquisitions of Bavarian Pretzel Bakery and The Funnel Cake Factory, Inc. Long-term investments increased $4,138,000 to $10,764,000 because of the long-term investment of excess funds. Sundry assets decreased by $2,330,000 from 1994 primarily because of the use of $1,942,000 of bond trust funds. Accounts payable increased $2,693,000 primarily because of increased production requirements and deposits received for equipment purchases. Deferred income of $692,000 was recorded on the sale of the Company's Hawaiian ICEE operations. Common stock decreased $5,943,000 in 1994 to $49,946,000 because of payments by the Company to repurchase and retire its stock. Net cash provided by operating activities increased $2,948,000 to $23,167,000 in 1994 from $20,219,000 in 1993 because of increased depreciation and amortization of fixed assets, accounts payable and accrued liabilities. Net cash used in investing activities increased $6,182,000 to $17,735,000 in 1994 from $11,553,000 in 1993 primarily because increased capital expenditures of $3,167,000, higher payments for purchases of companies of $1,322,000 and a decline of $4,670,000 in net proceeds from investments offset an increase in proceeds of $1,500,000 from the sales of operations, property and equipment and the increased use of funds from the bond trust fund of $1,110,000. Capital expenditures increased by $3,167,000 in 1994 from 1993 primarily because of expenditures to increase production capacity at the Company's primary East Coast manufacturing facility. Net cash used in financing activities increased to $7,268,000 in 1994 compared to $774,000 used in 1993 primarily because of an increase in the purchase of the Company's common stock of $5,421,000. Consolidated Statements of Earnings Fiscal year ended September 30, September 24, September 25, 1995 1994 1993 (53 weeks) (52 weeks) (52 weeks) Net sales $185,362,000 $174,425,000 $147,190,000 Cost of goods sold 92,873,000 82,737,000 66,098,000 Gross profit 92,489,000 91,688,000 81,092,000 Operating expenses Marketing 58,444,000 51,428,000 43,364,000 Distribution 18,591,000 19,071,000 17,351,000 Administrative 7,585,000 7,936,000 7,321,000 Amortization of intangibles and deferred costs 861,000 850,000 849,000 85,481,000 79,285,000 68,885,000 Operating income 7,008,000 12,403,000 12,207,000 Other income (deductions) Investment income 1,327,000 1,145,000 1,113,000 Interest expense (399,000) (451,000) (365,000) Sundry 1,365,000 576,000 173,000 2,293,000 1,270,000 921,000 Earnings before income taxes 9,301,000 13,673,000 13,128,000 Income taxes 3,497,000 5,141,000 4,778,000 NET EARNINGS $5,804,000 $8,532,000 $8,350,000 Earnings per common share $.61 $.82 $.80 Weighted average number of shares 9,544,000 10,430,000 10,431,000 The accompanying notes are an integral part of these statements. Consolidated Balance Sheets September 30, September 24, 1995 1994 Assets Current Assets Cash and cash equivalents $10,696,000 $6,621,000 Marketable securities available for sale 3,824,000 4,443,000 Receivables Trade, less allowance of $271,000 and $296,000, respectively 16,846,000 16,518,000 Other 621,000 658,000 Inventories 11,009,000 11,519,000 Prepaid expenses and deposits 1,498,000 1,611,000 Total current assets 44,494,000 41,370,000 Property, Plant and Equipment, at cost 130,633,000 122,916,000 Less accumulated depreciation and amortization 71,410,000 59,788,000 59,223,000 63,128,000 Other Assets Goodwill, trademarks and rights, less accumulated amortization of $5,147,000 and $4,353,000, respectively 8,644,000 9,793,000 Long-term investments available for sale 990,000 -- Long-term investments held to maturity 7,345,000 10,764,000 Sundry 2,613,000 2,311,000 19,592,000 22,868,000 $123,309,000 $127,366,000 Liabilities and Stockholders' Equity Current Liabilities Current maturities of long-term debt $16,000 $15,000 Accounts payable 10,607,000 11,854,000 Accrued liabilities 5,922,000 4,537,000 Total current liabilities 16,545,000 16,406,000 Long-Term Debt, less current maturities 5,011,000 5,028,000 Deferred Income 666,000 692,000 Deferred Income Taxes 5,003,000 4,695,000 Commitments -- -- Stockholders' Equity Capital stock Preferred, $1 par value; authorized, 5,000,000 shares; none issued -- -- Common, no par value; authorized, 25,000,000 shares; issued and outstanding, 9,126,000 and 9,889,000, respectively 40,802,000 49,946,000 Foreign currency translation adjustment (1,121,000) -- Retained earnings 56,403,000 50,599,000 96,084,000 100,545,000 $123,309,000 $127,366,000 The accompanying notes are an integral part of these statements. Consolidated Statement of Stockholders' Equity Foreign Currency Common Stock Translation Retained Shares Amount Adjustment Earnings Total Balance at September 27, 1992 10,400,000 $56,348,000 $ -- $33,717,000 $90,065,000 Issuance of common stock upon exercise of stock options 151,000 1,399,000 -- -- 1,399,000 Repurchase of common stock. (233,000) (1,858,000) -- -- (1,858,000) Net earnings for the fiscal year ended September 25, 1993 -- -- -- 8,350,000 8,350,000 Balance at September 25, 1993 10,318,000 55,889,000 -- 42,067,000 97,956,000 Issuance of common stock Exercise of stock options 80,000 936,000 -- -- 936,000 Acquisition 20,000 400,000 -- -- 400,000 Repurchase of common stock (529,000) (7,279,000) -- -- (7,279,000) Net earnings for the fiscal year ended September 24, 1994 -- -- -- 8,532,000 8,532,000 Balance at September 24, 1994 9,889,000 49,946,000 -- 50,599,000 100,545,000 Issuance of common stock upon exercise of stock options 38,000 303,000 -- -- 303,000 Foreign currency translation adjustment -- -- (1,121,000) -- (1,121,000) Repurchase of common stock. (801,000)(9,447,000) -- -- (9,447,000) Net earnings for the fiscal year ended September 30, 1995 -- -- -- 5,804,000 5,804,000 Balance at September 30, 1995 9,126,000 $40,802,000 $(1,121,000) $56,403,000 $96,084,000 The accompanying notes are an integral part of these statements. Consolidated Statements of Cash Flows Fiscal year ended September 30, September 24, September 25, 1995 1994 1993 (53 weeks) (52 weeks) (52 weeks) Cash flows from operating activities: Net earnings $5,804,000 $8,532,000 $8,350,000 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization of fixed assets 15,040,000 13,797,000 11,815,000 Amortization of intangibles and deferred costs 1,016,000 1,011,000 1,017,000 Gains from disposals of property and equipment (1,222,000) (416,000) (82,000) Increase (decrease) in deferred income taxes 308,000 (73,000) 496,000 Other adjustments (123,000) -- (61,000) Changes in assets and liabilities, net of effects from purchase of companies Increase in accounts receivable (443,000) (1,184,000) (2,013,000) Increase in inventories (235,000) (400,000) (827,000) Decrease (increase) in prepaid expenses 15,000 (556,000) 339,000 Increase in accounts payable and accrued liabilities 428,000 2,456,000 1,185,000 Net cash provided by operating activities 20,588,000 23,167,000 20,219,000 Cash flows from investing activities: Capital expenditures (12,935,000) (18,586,000) (15,419,000) Proceeds from sales of operations 405,000 1,100,000 -- Payments for purchase of companies, net of cash acquired and debt assumed -- (1,523,000) (201,000) Proceeds from investments held to maturity 405,000 4,606,000 210,000 Payments for investments held to maturity (1,000,000) (4,171,000) (2,609,000) Proceeds from investments available for sale 6,609,000 6,020,000 15,910,000 Payments for investments available for sale (2,981,000) (7,704,000) (10,090,000) Decrease in bond trust fund 655,000 1,942,000 832,000 Proceeds from disposals of property and equipment 1,620,000 602,000 202,000 Other (131,000) (21,000) (388,000) Net cash used in investing activities (7,353,000) (17,735,000) (11,553,000) Cash flows from financing activities: Proceeds from issuance of common stock 303,000 786,000 1,204,000 Payments to repurchase common stock (9,447,000) (7,279,000) (1,858,000) Payments of long-term debt (16,000) (775,000) (137,000) Other -- -- 17,000 Net cash used in financing activities (9,160,000) (7,268,000) (774,000) Net increase (decrease) in cash and cash equivalents 4,075,000 (1,836,000) 7,892,000 Cash and cash equivalents at beginning of year 6,621,000 8,457,000 565,000 Cash and cash equivalents at end of year $10,696,000 $6,621,000 $8,457,000 The accompanying notes are an integral part of these statements. Notes to Consolidated Financial Statements Note A -- Summary of 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 food service and retail supermarket industries. A summary of the significant accounting policies consistently applied in the preparation of the accompanying consolidated financial statements follows. 1. Principles of Consolidation The consolidated financial statements include the accounts of J & J Snack Foods Corp. and all its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated in the consolidated statements. 2. Revenue Recognition The Company recognizes revenue when its product is shipped. 3. Foreign Currency Assets and liabilities in foreign currencies are translated into U.S. dollars at the rate of exchange prevailing at the balance sheet date. Revenues and expenses are translated at the average rate of exchange for the period. The cumulative translation adjustment is recorded as a separate component of stockholders' equity. 4. Cash Equivalents Cash equivalents are short-term, highly liquid investments with original maturities of three months or less. Cash equivalents were $11,524,000 and $4,895,000 at September 30, 1995 and September 24, 1994, respectively. 5. Concentrations of Credit Risk Concentrations of credit risk with respect to trade receivables are limited due to the dispersion of the Company's customers over different industries and geographies. 6. Inventories Inventories are valued at the lower of cost (determined by the first-in, first-out method) or market. 7. Depreciation and Amortization Depreciation of equipment and buildings is provided for by the straight-line and accelerated methods over estimated useful lives. Amortization of improvements is provided for by the straight-line method over the term of the lease or the estimated useful life, whichever is shorter. Goodwill, trademarks and rights arising from acquisitions are being amortized by the straight-line method over periods ranging from 5 to 30 years. Management reviews the realization of goodwill based upon past and expected performance of acquired businesses. The FASB issued a new standard, FAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of," which provides guidance on when to recognize and how to measure impairment losses of long-lived assets and certain identifiable intangibles and how to value long-lived assets to be disposed of. The Company anticipates that the impact of FAS No. 121 on the financial position and results of operations of the Company, when adopted, will not be material. The Company is required to adopt this new standard in its fiscal year 1997. 8. Financial Instruments The FASB issued a new standard, FAS No. 107, "Disclosure About Fair Value of Financial Instruments," which requires all entities to disclose the estimated fair value of their financial instrument assets and liabilities. The Company will be required to implement this new standard in its fiscal year 1996. 9. Income Taxes The Company adopted, effective September 26, 1993, FAS No. 109, "Accounting For Income Taxes." Under the liability method specified by FAS No. 109, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates which will be in effect when these differences reverse. Deferred tax expense is the result of changes in deferred tax assets and liabilities. The principal types of differences between assets and liabilities for financial statement and tax return purposes are vacation accruals, insurance reserves, deferred income and accumulated depreciation. The deferred method, used in years prior to fiscal 1994, required the Company to provide for deferred tax expense based on certain items of income and expense which were reported in different years in the financial statements and the tax returns as measured by the tax rate in effect for the year the difference occurred. The cumulative effect of the change in accounting on years prior to fiscal 1994 did not have a material impact on the Company's net earnings for the year ended September 24, 1994. 10. Investments in Debt and Equity Securities The Company adopted, effective September 25, 1994, FAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities," which provides guidance on accounting and reporting for investments in equity securities with readily determinable fair values and for all investments in debt securities. The adoption of FAS No. 115 did not have a material impact on the financial position and results of operations of the Company. 11. Earnings Per Common Share Earnings per share are based on the weighted average number of common shares outstanding, including common stock equivalents (stock options). 12. Accounting for Stock-Based Compensation The FASB issued a new standard, FAS No. 123, "Accounting for Stock-Based Compensation," which contains a fair value-based method for valuing stock-based compensation that entities may use, which measures compensation cost at the grant date based on the fair value of the award. Compensation is then recognized over the service period, which is usually the vesting period. Alternatively, the standard permits entities to continue accounting for employee stock options and similar equity instruments under APB Opinion 25, "Accounting for Stock Issued to Employees." Entities that continue to account for stock options using APB Opinion 25 are required to make pro forma disclosures of net income and earnings per share, as if the fair value-based method of accounting defined in FAS No. 123 had been applied. The Company has not determined which method it will follow in the future. The Company will be required to adopt the new standard in its fiscal year 1997. Note B -- Acquisitions In May 1994, the Company acquired the assets of The Funnel Cake Factory, Inc., a manufacturer and distributor of funnel cake products. The acquisition was paid for with cash and stock. In October 1993, all of the common stock of Bavarian Soft Pretzels, Inc., a specialty snack food retailer operating in malls, was acquired. The acquisition was paid for with cash. The acquisitions were accounted for under the purchase method of accounting and the operations are included in the consolidated financial statements from the respective acquisition dates. The impact of the acquisitions on the results of operations is not significant. Note C -- Credit Arrangements The Company has available general unsecured bank lines of credit of $25,000,000 at rates below the prime rate. The loan agreements specify net worth and other financial covenants. The entire amounts of these lines of credit were available at September 30, 1995. Note D -- Marketable Securities The Company adopted FAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities," effective September 25, 1994. This new standard requires investments in securities to be classified in one of three categories: held to maturity, trading and available for sale. Debt securities that the Company has the positive intent and ability to hold to maturity are classified as held to maturity and are reported at amortized cost. As the Company does not engage in security trading, the balance of its debt securities and any equity securities are classified as available for sale. Net unrealized gains and losses for such securities, net of tax are reported as a separate component of stockholders' equity and excluded from the determination of net income. Proceeds on sales of securities classified as available for sale were $6,600,000 in the year ended September 30, 1995 with a gain of $21,000 realized. The Company uses the specific identification method to determine the cost of securities sold. The amortized cost, unrealized gains and losses, and fair market values of the Company's available for sale and held to maturity securities held at September 30, 1995 are summarized as follows: Gross Gross Fair Amortized Unrealized Unrealized Market Cost Gains Losses Value Available for sale securities Equity securities $ -- $12,000 $ -- $12,000 Corporate debt securities 996,000 -- 46,000 950,000 Municipal govern- -ment securities 3,818,000 6,000 8,000 3,816,000 $4,814,000 $18,000 $54,000 $4,778,000 Held to maturity securities Corporate debt securities $1,015,000 $8,000 $15,000 $1,008,000 Municipal govern- -ment securities 5,830,000 11,000 195,000 5,646,000 Other 500,000 -- -- 500,000 $7,345,000 $19,000 $210,000 $7,154,000 The following table lists the maturities of debt securities held at September 30, 1995 classified as available for sale and held to maturity: Available for Sale Held to Maturity Estimated Estimated Amortized Fair Market Amortized Fair Market Cost Value Cost Value Due in one year or less $3,824,000 $3,816,000 $ -- $ -- Due after one year through five years 495,000 500,000 7,345,000 7,154,000 Due after five years 495,000 450,000 -- -- Total $4,814,000 $4,766,000 $7,345,000 $7,154,000 Note E -- Inventories Inventories consist of the following: September 30, September 24, 1995 1994 Finished goods $5,669,000 $5,538,000 Raw materials 1,019,000 1,293,000 Packaging materials 1,947,000 1,777,000 Equipment parts and other 2,374,000 2,911,000 $11,009,000 $11,519,000 Note F -- Property, Plant and Equipment Property, plant and equipment consist of the following: September 30, September 24, Estimated 1995 1994 Useful Lives Land $819,000 $973,000 -- Buildings 5,119,000 5,119,000 15-39.5 years Plant machinery and equipment 39,006,000 35,045,000 5-10 years Marketing equipment 75,085,000 70,311,000 5 years Transportation equipment 2,086,000 2,622,000 5 years Office equipment 3,002,000 3,355,000 3-5 years Improvements 5,036,000 4,741,000 5-20 years Construction in progress 480,000 750,000 -- $130,633,000 $122,916,000 Note G -- Accrued Liabilities Included in accrued liabilities is accrued compensation of $2,423,000 and $2,263,000 as of September 30, 1995 and September 24, 1994, respectively. Note H -- Long-Term Debt Long-term debt consists of the following: September 30, September 24, 1995 1994 7.25% redeemable economic development revenue bonds payable December 2005; interest payable semi-annually (subject to debt limitation and minimum stockholders' equity covenants) $5,000,000 $5,000,000 Other 27,000 43,000 5,027,000 5,043,000 Less current maturities 16,000 15,000 $5,011,000 $5,028,000 Annual principal payments of long-term debt as of September 30, 1995 are as follows: 1996 $16,000 1997 7,000 1998 4,000 1999 -- 2000 -- 2001 and thereafter 5,000,000 $5,027,000 Note I -- Deferred Income Deferred income consists of the Company's unrecognized gain on the sale of its ICEE operations in Hawaii to the former President of ICEE-USA Corp. in July 1994 for $1,100,000 in cash. Under the terms of the sale, the Company has guaranteed the payment of a bank note by the newly formed company, ICEE of Hawaii, Inc., through the issuance of a letter of credit. The Company's guarantee is collateralized by the assets of ICEE of Hawaii, Inc. The Company recognizes gain on the sale as the principal due on the bank note is reduced through payments by ICEE of Hawaii, Inc. During the year ended September 30, 1995, $25,000 was recognized. Note J -- Income Taxes Effective September 26, 1993, the Company changed its method of accounting for income taxes from the deferred method to the liability method. The income tax provision for fiscal year 1993 has not been restated and there was no material cumulative effect. Fiscal year ended September 30, September 24, September 25, 1995 1994 1993 (liability (liability (deferred method) method) method) Current U.S. Federal $2,841,000 $4,829,000 $3,305,000 Foreign 63,000 98,000 261,000 State 285,000 449,000 248,000 3,189,000 5,376,000 3,814,000 Deferred (Benefit) U.S. Federal 359,000 (259,000) 905,000 Foreign (43,000) 33,000 (71,000) State (8,000) (9,000) 130,000 308,000 (235,000) 964,000 $3,497,000 $5,141,000 $4,778,000 The deferred income tax provision as of September 25, 1993 (deferred method) was comprised of the following: Fixed asset accounting and depreciation methods $529,000 Benefit of tax carry forwards 233,000 Provision for workers' compensation (34,000) Other 236,000 $964,000 The provisions for income taxes differ from the amounts computed by applying the federal income tax rate of approximately 34% to earnings before income taxes for the following reasons: Fiscal year ended September 30, September 24, September 25, 1995 1994 1993 (liability (liability (deferred method) method) method) Income taxes at statutory rates $3,162,000 $4,649,000 $4,464,000 Increase (decrease) in taxes resulting from: State income taxes, net of federal income tax benefit 194,000 282,000 238,000 Non-taxable income (315,000) (310,000) (278,000) Other 456,000 520,000 354,000 $3,497,000 $5,141,000 $4,778,000 Deferred tax assets and liabilities consist of the following: September 30, September 24, 1995 1994 Deferred tax assets Vacation accrual $256,000 $231,000 Insurance reserve 222,000 226,000 Deferred income 247,000 256,000 Other, net 449,000 420,000 1,174,000 1,133,000 Deferred tax liabilities Depreciation of property and equipment 6,115,000 5,774,000 Other, net 62,000 54,000 6,177,000 5,828,000 $5,003,000 $4,695,000 Note K -- Lease Commitments The following is a summary of approximate future minimum rental commitments for non-cancelable operating leases with terms of more than one year as of September 30, 1995: Plants and Offices Equipment Total 1996 $2,935,000 $1,838,000 $4,773,000 1997 2,590,000 1,456,000 4,046,000 1998 2,310,000 1,109,000 3,419,000 1999 2,075,000 738,000 2,813,000 2000 1,823,000 613,000 2,436,000 2001 and thereafter 11,696,000 613,000 12,309,000 $23,429,000 $6,367,000 $29,796,000 Total rent expense was $6,141,000, $6,407,000 and $3,598,000 for fiscal years 1995, 1994 and 1993, respectively. Rent expense in 1995 and 1994 includes approximately $2,300,000 each year for Bavarian's retail stores. Note L -- Capital Stock Under share repurchase programs initiated in fiscal year 1992, the Company purchased and retired 709,000 shares of its common stock at a cost of $8,467,000 in fiscal years 1994 and 1993. Under an additional share repurchase program initiated in fiscal year 1994, the Company is authorized to acquire an additional 1,000,000 shares of its common stock. The Company repurchased and retired 854,600 shares at a cost of $10,118,000 in fiscal years 1995 and 1994 under this authorization. Total purchases of Company stock in 1995 under the repurchase programs were 801,000 shares at a cost of $9,447,000. Note M -- Stock Options In fiscal year 1992, the Company adopted a Stock Option Plan (the "Plan") which replaces the former Incentive Stock Option Plan. Pursuant to the Plan, stock options may be granted to officers and key employees of the Company which qualify as incentive stock options as well as stock options which are non-qualified. The exercise price of incentive stock options is at least the fair market value of the common stock on the date of grant. The exercise price for non-qualified options is determined by a committee of the Board of Directors. The options are generally exercisable after three years and expire no later than ten years from date of grant. There were 1,000,000 shares reserved under the Plan; options for 504,000 shares remain unissued as of September 30, 1995. In fiscal year 1991, the Company adopted a nonstatutory stock option plan for non-employee directors and the Chief Executive Officer of the Company whereby a total of 340,000 shares of common stock may be issued. Under the plan, each non-employee director is granted options to purchase 3,000 shares of common stock and the Chief Executive Officer is granted options to purchase 25,000 shares annually. The option price is equal to the fair market value of the common stock at the date of grant and the options expire ten years after date of grant. Other non-qualified options have been issued to the Chief Executive Officer, directors and certain employees. The following is a summary of stock options: Incentive Non-Qualified Stock Options Stock Options Balance at September 27, 1992 Shares 550,129 225,026 Prices $5.75-14.16 $2.50-12.88 Granted Shares 119,500 37,000 Prices $13.63-15.75 $13.63 Exercised Shares 139,250 11,786 Prices $5.75-12.88 $7.50-9.81 Cancelled Shares 31,800 958 Prices $7.25-12.88 $5.89 Incentive Non-Qualified Stock Options Stock Options Balance at September 25, 1993 Shares 498,579 249,282 Prices $5.75-15.75 $2.50-13.63 Granted Shares 147,691 37,000 Prices $11.00 $11.00 Exercised Shares 76,067 4,282 Prices $5.75-14.00 $5.89 Cancelled Shares 20,125 -- Prices $7.25-14.00 -- Balance at September 24, 1994 Shares 550,078 282,000 Prices $7.25-15.75 $2.50-13.63 Granted Shares 147,500 47,000 Prices $11.00-12.50 $11.75-11.88 Exercised Shares 37,675 -- Prices $7.25-8.63 -- Cancelled Shares 17,091 -- Prices $11.00-13.63 -- Balance at September 30, 1995 Shares 642,812 329,000 Prices $7.25-15.75 $2.50-13.63 Note N -- 401(k) Profit Sharing Plan The Company maintains a 401(k) profit sharing plan for its employees. Under the plan, the Company may make discretionary profit-sharing and matching 401(k) contributions. Contributions of $242,000, $204,000 and $146,000 were made in fiscal years 1995, 1994 and 1993, respectively. Note O -- Cash Flow Information The following is supplemental cash flow information: Fiscal year ended September 30, September 24, September 25, 1995 1994 1993 Cash paid for: Interest (net of amount capitalized) $395,000 $451,000 $367,000 Income taxes 2,826,000 5,024,000 4,425,000 Non-cash investing and financing activities: During 1993, $17,000 of capital lease obligations were incurred when the Company entered into leases for new equipment. Report of Independent Certified Public Accountants The Shareholders and Board of Directors J & J SNACK FOODS CORP. Graphic: Grant Thornton Letterhead We have audited the accompanying consolidated balance sheets of J & J Snack Foods Corp. and Subsidiaries as of September 30, 1995 and September 24, 1994, and the related consolidated statements of earnings, stockholders' equity, and cash flows for each of the fiscal years in the three year period ended September 30, 1995 (53 weeks, 52 weeks and 52 weeks, respectively). These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of J & J Snack Foods Corp. and Subsidiaries at September 30, 1995 and September 24, 1994, and the consolidated results of their operations and their cash flows for each of the fiscal years in the three year period ended September 30, 1995 in conformity with generally accepted accounting principles. As disclosed in Note D, the Company adopted Financial Accounting Standard No. 115, "Accounting for Certain Investments in Debt and Equity Securities," effective September 25, 1994. Graphic: Grant Thornton signature Grant Thornton LLP Philadelphia, Pennsylvania November 7, 1995 Corporate Information Officers Gerald B. Shreiber Chairman of the Board, President and Chief Executive Officer Dennis G. Moore Senior Vice President, Chief Financial Officer, Secretary and Treasurer Robert M. Radano Senior Vice President, Sales John S. Schiavo Senior Vice President, West Donald M. Taylor Vice President and General Manager of Eastern Operations Directors Gerald B. Shreiber Chairman of the Board, President and Chief Executive Officer Dennis G. Moore Senior Vice President, Chief Financial Officer, Secretary and Treasurer Stephen N. Frankel President, Stephen N. Frankel Realtor, Inc. Peter G. Stanley Executive Vice President, Tri-Arc Financial Services, Inc. Leonard M. Lodish Samuel R. Harrell Professor, Marketing Department of the Wharton School, University of Pennsylvania Quarterly Common Stock Data Market Price Fiscal 1995 High Low 1st Quarter 12 7/8 11 1/4 2nd Quarter 12 10 3rd Quarter 13 10 1/8 4th Quarter 13 3/8 11 3/8 Fiscal 1994 1st Quarter 20 3/8 17 1/8 2nd Quarter 20 3/4 17 3/8 3rd Quarter 18 1/4 10 7/8 4th Quarter 13 1/4 12 1/8 Stock Listing The common stock of J & J Snack Foods Corp. is traded on the over-the-counter market on the NASDAQ National Market System with the symbol JJSF. Transfer Agent and Registrar Midlantic National Bank Metro Park Plaza P.O. Box 600 Edison, NJ 08818 Auditors Grant Thornton LLP Counsel Blank, Rome, Comisky & McCauley Annual Meeting The Annual Meeting of Shareholders is scheduled for Wednesday, February 7, 1996 at 10:00 a.m. at the Hilton at Cherry Hill, 2349 W. Marlton Pike, Cherry Hill, New Jersey Form 10-K Copies of the Company's Annual Report to the Securities and Exchange Commission on Form 10-K may be obtained without charge by writing to: J & J Snack Foods Corp. 6000 Central Highway Pennsauken, NJ 08109 Attention: Dennis G. Moore