J&J Snack Foods 1999 Annual Report Niche Snack Foods & Beverages 6000 Central Highway Pennsauken, NJ 08109 (856) 665-9533 www.jjsnack.com Profile J&J Snack Foods Corp. is a manufacturer, marketer and distributor of an expanding variety of nutritional, popularly priced, branded niche snack foods and beverages for the food service and retail supermarket industries. The Company is listed on the NASDAQ exchange as "JJSF," and serves both national and international markets. Our growing portfolio of products includes soft pretzels; frozen beverages; frozen juice bars and desserts; churros, a cinnamon pastry; funnel cakes; cookies and bakery goods; and other snack foods and drinks. Consumers can enjoy these tasty products 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 and colleges * Business and industry and other institutions * Supermarkets and warehouse club stores As we prepare for the future, J&J Snack Foods Corp. plans to continue expanding its unique product offerings and market niches, capitalizing on new opportunities wherever they may be found. Contents Financial Highlights 1 President's Letter 2 Soft Pretzels 4 Frozen Beverages 7 Frozen Desserts 9 Other Snacks 10 Financial Information 13 Corporate Information 28 Financial Highlights Fiscal year ended in September (In thousands, except per share data) 1999 1998 1997 1996 1995 Net Sales $288,439 $262,390 $220,318 $186,018 $185,362 Net Earnings $14,264 $11,850 $8,159 $5,843 $5,804 Total Assets $213,680 $213,261 $136,827 $123,128 $123,309 Long-Term Debt $34,660 $48,199 $5,028 $5,010 $5,011 Stockholders'Equity $131,169 $119,681 $105,904 $96,708 $96,084 Common Share Data Earnings Per Diluted Share $1.50 $1.26 $.91 $.65 $.61 Earnings Per Basic Share $1.58 $1.32 $.93 $.65 $.62 Book Value Per Share $14.57 $13.25 $11.97 $11.05 $10.53 Common Shares Outstanding At Year End 9,000 9,036 8,850 8,749 9,126 President's Letter By most any standards, 1999 was a terrific year for J&J Snack Foods Corp. For the 28th consecutive year we achieved record sales, and earnings were the highest in our history. AGAIN!! Seems like I've started this same message before...and stated it proudly, too. Our performance and long-term vision, when viewed in the bigger picture, speaks for itself. Speaking of performance...for the last three years ended September 1999, sales have increased from $186 million to $288 million, an increase of 55%, while net earnings have grown at a compounded annual growth rate of over 34%. Our EBITDA (net earnings before income taxes, interest expense, depreciation and amortization) exceeded $50 million for fiscal year 1999. 1999 Results in Brief: * Sales increased 10% to $288,439,000 from $262,390,000 * Net earnings jumped 20% to $14,264,000 from $11,850,000 * Operating income increased 22% to $24,963,000 from $20,461,000 * EPS climbed 19% to $1.50 per share from $1.26 GBS 101=Good Business Sense That's what we use in fulfilling our mission. Good Business Sense. Without it, all the strategic modeling won't get you to the continued success and the kind of results we had in 1999. We achieved these results by applying the same grueling work standards and culture adherence we have established and followed for the last 28 years. Criteria for Success Long ago, we established simple but effective criteria that have been the cornerstone and pillars for our success. This strategy includes: * Produce quality "niche" products * Be the low cost producer * Leadership in sales, marketing and distribution A continued adherence and discipline to these criteria--now recognized clearly as strengths--have been the primary reasons for our overall business success. Last year, we continued our efforts in growing our niche products in each of our key business areas. This was led by SUPERPRETZEL soft pretzels and our ICEE frozen beverage business, as well as our other leading niche snack food products including TIO PEPE'S churros, FUNNEL CAKE FACTORY funnel cakes and frozen cookie dough under the brand names MRS. GOODCOOKIE and CAMDEN CREEK. Additionally, we increased category growth and leadership in specialty frozen juice bars and desserts. Soft Pretzels--Hard Sales Although experiencing modest growth, soft pretzel sales were enhanced by expansion of specialty line extension categories and more aggressive consumer marketing programs. Our BAVARIAN PRETZEL BAKERY stores improved profitability through more efficient operating performance. Internal growth of our fresh baked soft pretzels and potentially lucrative shelf stable business was further enhanced with our continued R&D efforts and an acquisition completed shortly after our fiscal year ended. Dough Making Both churro and funnel cake sales were expanded due in large part to improved manufacturing processes and product enhancements. Our Bakery had another good year with solid growth and increased profitability. Our raw cookie dough business, initiated just a year earlier under the MRS. GOODCOOKIE brand, grew significantly and was complemented by the acquisition of CAMDEN CREEK BAKERY in February of 1999. A Hot Year Frozen juice bars and desserts, under the SHAPE UPS, LUIGI'S, MAMA TISH'S and ICEE brands, had an excellent year. Volume and sales grew a healthy 13%. Manufacturing efficiencies from our newly expanded state-of-the-art facility generated increased profitability. ICEE: The Vision and Opportunity--Part II ICEE had another excellent year. Sales increased over 9% and profits grew significantly. The strategic alliance with The Coca- Cola Company, the world's leading soft drink company, is creating new and varied opportunities in building and expanding this niche beverage company. During 1999 ICEE initiatives included... * Establishing an infrastructure partnership with Coca-Cola to provide technical service and support for all Coca-Cola frozen beverage initiatives. * New staff, equipment and technology that provided for the smooth installation of frozen drink machines in several thousand fast food restaurants. * The introduction of several new beverage products including: - SMOOTHEE by ICEE: currently being test marketed in schools and food service locations. - JAVA FREEZE: a frozen beverage coffee drink being sold through restaurants and convenience stores. Our Strengths: Past--Present--Future Simple, but effective. Niche products, low cost producer, strong sales, marketing and distribution, complemented by strategic alliances and partnerships with world-class companies. These are the methods that have served us well in the past and present. And, even more excitingly, will serve us well for the future. We are building a strong company with solid and growing business skills. We are complementing these strengths with corresponding strategic relationships with world-class partners who are leaders in their categories and share similar values. We expect these partnerships and strengths to provide future benefits for our company and its shareholders. In December 1999 we entered into a long term strategic partnership with The Minute Maid Company whereby we will produce, sell and distribute our extended line of frozen juice products under the Minute Maid and Hi-C brand names. This is yet another example of our commitment to extend our niches and grow our businesses. Gerald B. Shreiber President and Chairman December 1, 1999 SUPERPRETZEL: The Superpower of Soft Pretzels J&J Snack Foods Corp. is a leader in the manufacturing, marketing and distribution of niche snack foods. As the world's largest manufacturer of soft pretzel products, we lead the category with our flagship brand, SUPERPRETZEL, America's Favorite Soft Pretzel. Leveraging SUPERPRETZEL's brand equity to provide value to our customers, we're pioneering new territory with a diverse menu of shaped, flavored and filled soft pretzel products. Responding to the public's increasingly adventurous taste for unique snacks that satisfy both the imagination and the appetite, this taste-tempting fare includes innovative products such as SUPERPRETZEL SOFTSTIX cheese-filled soft pretzel sticks, SUPERPRETZEL SOFT PRETZEL BITES and other proprietary and custom-shaped pretzels. Consumers of all shapes and sizes snap up SUPERPRETZEL products every day at tens-of-thousands of high-traffic locations nationwide. Inside malls and shopping centers, in chain, convenience and warehouse club stores or supermarkets, SUPERPRETZEL soft pretzels are high on the snacking list. Loyal SUPERPRETZEL fans always have time for another bite --whether glued to the movie screen, cheering in sports arenas or taking a break at amusement, leisure and theme parks. And kids of all ages can enjoy our SUPERPRETZEL products in school, at work or on the way home after a busy day. Continuing Our Growth In fiscal year 1999, our food service soft pretzel business grew modestly through extensions of food service markets including fund-raising and home-delivery services. Additionally, our frozen sweet dough soft pretzel program is being expanded. The continually changing retail snack bar environment, where business continues to be concentrated into fewer, larger customers, remains a challenge to our Food Service Division. We continue to invest in our manufacturing facilities to maintain our position and standard as the low cost producer. Our objectives are focused on increasing efficiencies from production processing through packaging. Project 2000--A Vision To grow our business by grabbing attention and stimulating appetites, we are updating our highly visible merchandising program. This program includes a complete array of brand-oriented point-of-sale materials, display cases and specially designed mobile merchandising units. To spark new life into the program, we're testing a redesigned display case, Project 2000, that retrofits our existing merchandising units. The new display case incorporates a more prominent SUPERPRETZEL logo and more eye- catching graphics. We expect it to enhance brand recognition and help increase impulse sales for SUPERPRETZEL. A Pretzel for All Seasons...and Reasons SUPERPRETZEL products continue to earn high grades in the school food service market, an important channel of distribution. Popular with children because they taste great, our soft pretzels also help them celebrate holidays and changing seasons through entertaining, themed promotions that include specialty soft pretzels in fun shapes such as shamrocks, snowmen, stars and turkeys. School food service directors appreciate the chance to liven up their menus, plus our soft pretzel products satisfy bread requirements for the U.S.D.A. National School Lunch/Breakfast Program. The SUPERPRETZEL product line continues to lead the category in the supermarket freezer case as the number one brand of soft pretzels. Overall sales increased a solid 10% during fiscal year 1999, a reversal of the recent negative sales trend. We continue to provide marketing support for the SUPERPRETZEL brand to help maintain its strong leadership position. Sales were fueled by consumer-driven marketing activities during fiscal 1999. We urged consumers to expand their snacking choices by offering them inventive, non-traditional soft pretzel experiences. This included television and billboard advertising in select markets and promotions with other leading brands such as Cheez Whiz* and French's** mustard. Consumers responded by enjoying soft pretzels with their favorite toppings, including melted cheese, flavored cream cheese, salsa and mustard. One taste sensation, SUPERPRETZEL SOFTSTIX, which combines our soft pretzels with KRAFT*** cheese filling, generated a sharp 33% revenue gain during the past fiscal year. A continuing successful co-branding agreement with KRAFT helps provide support for this great tasting product. Taking Shape for the Future Our chain of retail stores, including BAVARIAN PRETZEL BAKERY and PRETZEL GOURMET, located in malls primarily in the Mid-Atlantic states, is operated by our Restaurant Group. Same-store sales improved slightly during fiscal 1999 as we have streamlined the chain to include only the highest performing stores. Administrative cost controls had a positive impact on the bottom line during the past year and we expect to enjoy continuing benefits in the years to come. *Cheez Whiz is a registered trademark of Kraft Foods, Inc. **French's is a registered trademark of Reckitt & Colman Inc. ***KRAFT and the KRAFT logo are registered trademarks owned and licensed by Kraft Foods, Inc. Frozen Beverages We'll Take the Heat The ICEE Company, our frozen beverage division, is the world's largest distributor of frozen beverages, selling the ICEE brand across the country and pouring ICEE good taste across the border into Canada and Mexico. We sweeten the mix with ARCTIC BLAST and other brands in select markets and plan to expand the ICEE brand internationally. Sales for frozen beverages and related products this past fiscal year increased by 9%. Kids of all ages enjoy our carbonated and uncarbonated semi-frozen beverages, which can be sipped through a straw or eaten with a spoon. Thirsty fans of these refreshing treats don't have to travel far to satisfy their taste buds. We're just around the corner in more than 18,000 food service locations, which serve drink after drink all day long from proprietary dispensing equipment. Many of these outlets also offer the perfect complement to a cold drink--SUPERPRETZEL soft pretzels and our other niche snack foods. The ICEE Bear -- A Cool New Look We broke the ice with a new ICEE image campaign during fiscal year 1999 incorporating a redesigned, contemporary look for the brand giving the ICEE Bear a cool new look. This new look, which has already surfaced in more than 6,000 locations, features new lighted merchandisers and compelling point-of-sale materials. Building on the long-term marketing agreement we iced with The Coca-Cola Company in the previous year, we rolled out a national program across the U.S. that blends ICEE's operational and service system expertise with the marketing power of Coca-Cola*. We provide installation of the drink machines and continuous service for the ongoing rollout of FROZEN COKE* in over 7,000 Burger King** locations and Coca-Cola provides the syrup. We've already installed more than 4,000 units and plan to complete the project during fiscal year 2000. Hot New Offerings Three new frozen uncarbonated beverages skated into the marketplace during the past year: SMOOTHEE by ICEE, JAVA FREEZE and FROZEN COCKTAILS. SMOOTHEE by ICEE, with its velvety consistency and exhilarating fruit flavors, expands the menu where ICEE frozen carbonated beverages already are sold. With real fruit juice and popular flavors, SMOOTHEE by ICEE also pleases palates in schools. JAVA FREEZE, in a variety of gourmet coffee flavors, satisfies the growing demand for coffee-flavored products. FROZEN COCKTAILS make it easy for restaurants and sporting and entertainment venues to dispense and serve some of the most popular frozen cocktails, with or without alcohol. Putting the Heat on Profitability and Service We continue to improve the division's operating efficiency and ability to serve our customers by implementing key organizational improvements. During the past fiscal year we consolidated the ICEE Company's corporate headquarters into the Ontario, California location and expanded the service infrastructure that installs and maintains our equipment by more than 25%. *"Coca-Cola" and "Coke" are trademarks of The Coca-Cola Company. **Burger King is a registered trademark of Burger King Corporation. Frozen Desserts Growth is Solid The future is solid for our niche snack food line of frozen juice bars and desserts, including LUIGI'S, SHAPE UPS, MAMA TISH'S and ICEE brands. New product introductions, line extensions and increased sales of SHAPE UPS boosted frozen dessert sales in the food service market by a strong 10%. An Upbeat Debut This year we introduced ICEE Squeeze Tubes to the food service market. Capturing the carbonated fizz and taste of a traditional ICEE drink, they extend the ICEE brand's equity and awareness. Strong sales in food service channels, including club stores, helped to make ICEE Squeeze Tubes one of the leading frozen novelties this summer. SHAPE UPS Make the Grade Sales of SHAPE UPS frozen fruit juice bars, sold primarily through schools, continue to shape up nicely. With colorful packaging and U.S.D.A. approved Child Nutrition (CN) labels, these treats are popular with children and food service directors because they satisfy federal juice requirements, are fun, and taste good, too. Themed promotions with SUPERPRETZEL soft pretzels helped SHAPE UPS rise in this important channel. Cool Gains for Frozen Desserts Retail supermarket sales of frozen desserts experienced a strong growth year with an increase of 19%. This was led by a sales gain of 17% for LUIGI'S, the number one selling Italian ice in the supermarket freezer. The introduction of ICEE Squeeze Tubes into retail test markets exceeded expectations and will be expanded nationally in fiscal year 2000. Our modern and efficient Italian ice and frozen dessert plant in Scranton, PA, whose renovation was completed last year, supported this year's gains and paved the way for future growth. Other Snacks Batter Up! Our niche snack food business of cookies, churros, funnel cakes and other bakery goods raised lots of dough this past year. Sales increased a sharp 15% for our Los Angeles-based West Coast Bakery, while its manufacturing efficiencies benefited from capital expenditures and production improvements. A combination of frozen cookie dough, commercial baking ingredients and contract private- label products, including organically certified baked goods, blended together for solid growth in our bakery goods business. The Goods on the Goodies Our branded frozen cookie dough business grew into a meaningful business during the past fiscal year, due to the acquisition of the CAMDEN CREEK BAKERY cookie business in February. CAMDEN CREEK complements our growing MRS. GOODCOOKIE food service cookie line that was introduced to the marketplace last year. Additionally, it provides increased opportunities for J&J to expand our product lines in additional dayparts and menu settings. Our success in the branded frozen cookie dough business in fiscal year 1999, egged on by this strategic mix of acquisition and expansion, comes largely because of the sensational aromas, tastes and textures of our products. Consumers who have experienced our delicious, fresh-baked from the oven cookies--in popular flavors like milk chocolate chunk, oatmeal raisin and peanut butter-- agree: our cookies are simply irresistible! How Sweet it is TIO PEPE'S churros, crispy cinnamon doughnut-like snacks that traditionally have hit the sweet spot in the west and southwest U.S., continued to delight more and more palates elsewhere for significant sales growth. The food service business for churros, including fruit-filled varieties, grew by 8% during fiscal year 1999. In one corner of this expanding market, wholesome fruit-filled churros have captured the enthusiasm of school food service directors because they fulfill bread and fruit requirements for the U.S.D.A. National School Lunch/Breakfast Program. Churro business in the retail supermarket grew this past fiscal year a strong 22% due to increased consumption and expanded distribution. Big Gains by the Mouthful Sales of one of our unique niche products--funnel cakes from THE FUNNEL CAKE FACTORY--surged by 25% primarily from expansion of our customer base. We have seized opportunities for cooking up more sweet results in short order in various venues this past year. This includes traditional channels such as amusement and theme parks and emerging outlets such as family restaurant chains seeking innovative dessert menu items. Available as frozen pre-cooked, pre-shaped portions that only require warming, our funnel cakes make it easier than ever to prepare this delicious treat. No mixing, measuring or frying--you just heat 'em and eat 'em! THE FUNNEL CAKE FACTORY funnel cakes also have become increasingly popular as a fun way to meet bread standards for the U.S.D.A. National School Lunch/Breakfast Program. A new millennium means new opportunity for growth. J&J Snack Foods Corp. will continue to expand its unique product offerings and market niches, capitalizing on new opportunities wherever they may be found. Financial Table of Contents Management's Discussion & Analysis of Financial Condition and Results of Operations 13 Consolidated Statements of Earnings 17 Consolidated Balance Sheets 18 Consolidated Statement of Changes in Stockholders' Equity 19 Consolidated Statements of Cash Flows 20 Notes to Consolidated Financial Statements 21 Report of Independent Certified Public Accountants 27 Corporate Information 28 J&J Snack Foods Corp. and Subsidiaries Management's Discussion & Analysis of Financial Condition and Results of Operations In addition to historical information, this discussion and analysis contains forward-looking statements. The forward-looking statements contained herein are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. Important factors that might cause such a difference include, but are not limited to, those discussed in the "Management's Discussion and Analysis of Financial Condition and Results of Operations." Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date hereof. The Company undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof. Results of Operations Fiscal 1999 Compared to Fiscal 1998 Net sales increased $26,049,000 or 10% to $288,439,000 in fiscal 1999 from $262,390,000 in fiscal 1998. The Company has two reportable segments, as disclosed in the notes to the consolidated financial statements: Snack Foods and Frozen Beverages. The Snack Foods segment manufactures and distributes snack foods and bakery items, which includes sales to food service customers and retail supermarkets. The Frozen Beverages segment markets and distributes frozen beverage products. These segments are managed as strategic business units due to their distinct production processes and capital requirements. Snack Foods Sales to food service customers increased $9,737,000 or 9% to $113,207,000 in fiscal 1999. Soft pretzel sales to the food service market increased 2% to $61,833,000. Churro sales increased 8% to $12,075,000. Frozen juice bar and dessert sales increased 10% to $27,196,000. These sales increases were due primarily to increased unit volume to one customer in each of these categories. Sales of cookies to food service customers increased $4,458,000, or 167%, to $7,126,000 for the year. Approximately one-half of the cookies sales increase resulted from the acquisition of the Camden Creek Bakery cookie business. Sales of products to retail supermarkets increased $5,335,000 or 14% to $43,929,000 in fiscal 1999 due in part to a new advertising campaign. Total soft pretzel sales to retail supermarkets were $24,027,000, an increase of 10% from fiscal 1998. Sales of our flagship SUPERPRETZEL brand soft pretzels, excluding SOFTSTIX, increased 9% to $18,816,000. SOFTSTIX sales increased $745,000 or 33% to $3,031,000 from the previous year. Sales of Italian ice increased $1,379,000 or 9% to $16,417,000 in 1999 from $15,038,000 in 1998. Bakery sales increased $3,598,000 or 15% to $26,905,000 in fiscal 1999 due to increased unit sales across our customer base. Sales of our Bavarian Pretzel Bakery decreased 4% to $12,649,000 for the year due to fewer stores. Frozen Beverages Frozen beverage and related product sales increased $7,950,000 or 9% to $91,749,000 in fiscal 1999. Beverage sales alone increased 5% to $78,960,000 for the year, in part due to the December 1997 acquisition of National ICEE Corporation. Sales revenues were impacted by changes in billing practices resulting in lower revenues per gallon purchased by customers but which did not result in an overall drop in profit margin. Gross profit on product sales increased 12%, or $6,372,000 for the year. Service and lease revenue increased approximately $5,000,000 for the year. Gross profit increased to 53% of sales in 1999 from 52% of sales in 1998. The gross profit percentage increase is primarily attributable to improved efficiencies at our Italian ice and frozen dessert plant in Scranton, PA and to increased gross profit percentages of frozen beverage sales. Total operating expenses increased $13,396,000 to $128,513,000 in fiscal 1999 and as a percentage of sales increased less than 1% to 45% in 1999 from 1998. Marketing expenses were 30% of sales in both fiscal 1999 and 1998. Distribution expenses increased 1/4 of one percent to 10% of sales in 1999. Administrative expenses were 4% of sales in both fiscal 1999 and 1998. Operating income increased $4,502,000 or 22% to $24,963,000 in fiscal 1999. Interest expense increased $191,000 to $3,224,000 in fiscal 1999 due to the December 1997 purchase and assumption and subsequent refinancing of the debt of National ICEE Corporation. Sundry income decreased by $393,000 in fiscal 1999 from $808,000 in fiscal 1998. The primary reason for the decrease was that 1998 included significant income resulting from the successful settlement of certain litigation. The effective income tax rate was 37% in both fiscal 1999 and fiscal 1998. Net earnings increased $2,414,000 or 20% in fiscal 1999 to $14,264,000. Fiscal 1998 Compared to Fiscal 1997 Net sales increased $42,072,000 or 19% to $262,390,000 in fiscal 1998 from $220,318,000 in fiscal 1997. Approximately $31,000,000 of the increase in sales for the year resulted from the December 1997 acquisition of National ICEE Corporation. The Company has two reportable segments, as disclosed in the notes to the consolidated financial statements: Snack Foods and Frozen Beverages. The Snack Foods segment manufactures and distributes snack foods and bakery items, which includes sales to food service customers and retail supermarkets. The Frozen Beverages segment markets and distributes frozen beverage products. These segments are managed as strategic business units due to their distinct production processes and capital requirements. Snack Foods Sales to food service customers increased $1,534,000 or 2% to $103,470,000 in fiscal 1998. Soft pretzel sales to the food service market increased 5% to $60,589,000. Churro sales increased 8% to $11,195,000. Frozen juice bar and dessert sales decreased 12% to $24,746,000 primarily due to lower sales to three customers. Sales of products to retail supermarkets decreased $1,708,000 or 4% to $38,594,000 in fiscal 1998. Total soft pretzel sales to retail supermarkets were $21,849,000, a decrease of 11% from fiscal 1997. Sales of our flagship SUPERPRETZEL brand soft pretzels, excluding SOFTSTIX and CINNAMON RAISIN MINI'S, decreased 5% to $17,298,000. SOFTSTIX sales increased $268,000 or 13% to $2,286,000 from the previous year. Sales of Italian ice increased $485,000 or 3% to $15,038,000 in 1998 from $14,553,000 in 1997; sales were impacted by limited production output during the expansion and modernization of the Company's Italian ice and frozen dessert plant in Scranton, PA. Bakery sales increased $5,351,000 or 30% to $23,307,000 in fiscal 1998 due primarily to increased product sales to one customer. Sales of our Bavarian Pretzel Bakery increased 8% to $13,220,000 for the year. Frozen Beverages Frozen beverage and related product sales increased $35,884,000 or 75% to $83,799,000 in fiscal 1998. Beverage sales alone increased 72% to $75,191,000 for the year, including approximately $31,000,000 attributable to the December 1997 acquisition of National ICEE Corporation. Gross profit increased to 52% of sales in 1998 from 49% of sales in 1997. The gross profit percentage increase is primarily attributable to higher gross profit percentages of the acquired National ICEE Corporation business and lower flour costs, net of higher manufacturing costs of approximately $1,300,000 incurred during the startup of operations in the third and fourth quarters at the Company's expanded Italian ice and frozen dessert plant in Scranton, PA. Total operating expenses increased $18,598,000 to $115,117,000 in fiscal 1998 but as a percentage of sales were 44% in both 1998 and 1997. Marketing and distribution expenses were 30% and 9% of sales, respectively, in both fiscal 1998 and 1997. Administrative expenses decreased to 4% of sales in fiscal 1998 from 5% in fiscal 1997 due primarily to lower litigation costs in fiscal 1998. Operating income increased $8,821,000 or 76% to $20,461,000 in fiscal 1998. Interest expense increased $2,602,000 to $3,033,000 in fiscal 1998 due to the purchase and assumption and subsequent refinancing of the debt of National ICEE Corporation. Sundry income increased by $696,000 in fiscal 1998 from $112,000 in fiscal 1997 due to the successful settlement of certain litigation. In 1998, Sundry income was offset by $525,000 in write offs and accruals for the closing of unprofitable Bavarian Pretzel Bakery retail stores. The effective income tax rate increased to 37% in fiscal 1998 from 32% in fiscal 1997. The lower rate in fiscal 1997 is due primarily to adjustments relating to settlements of federal tax matters. Net earnings increased $3,691,000 or 45% in fiscal 1998 to $11,850,000. Acquisitions, Liquidity and Capital Resources In February 1999, the Company acquired the Camden Creek Bakery cookie business from Schwan's Sales Enterprises, Inc., Marshall, MN for cash. Camden Creek sells frozen ready-to-bake cookies to the food service industry with approximate annual sales of $5,000,000. In December 1997, the Company acquired the common stock of National ICEE Corporation. National ICEE Corporation, with annual sales of approximately $40 million, markets and distributes frozen carbonated beverages primarily in the eastern half of the United States. The Company has incurred approximately $50 million of debt to complete the acquisition. The following are the unaudited pro forma results of operations for the fiscal years 1998 and 1997 assuming the above had occurred at the beginning of that fiscal year: 1998 1997 (In thousands, except per share amounts) Sales $268,390 $259,952 Net Earnings $11,346 $8,645 Earnings per diluted share $1.21 $.96 In January 1997, the Company acquired the assets of Mama Tish's International Foods by assuming certain liabilities. Mama Tish's is a manufacturer and distributor of Italian ices, sorbets and other frozen juice products with annual sales of approximately $15 million. In November 1996, the Company acquired all of the common stock of Pretzels, Inc. for cash. Trading as TEXAS TWIST, Pretzels, Inc. is a soft pretzel manufacturer selling to both the food service and retail supermarket industries. In October 1996, the Company acquired the assets of Bakers Best Snack Food Corp. for cash. Bakers Best is a manufacturer of soft pretzels selling to both the food service and retail supermarket industries. All of the Company's acquisitions were accounted for under the purchase method of accounting, and the operations are included in the consolidated financial statements from the respective acquisition date. 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 service its debt. Fluctuations in the value of the Mexican peso and the resulting revaluation of the net assets of the Company's Mexican frozen beverage subsidiary caused an increase of $93,000 and decreases of $285,000 and $53,000 in accumulated comprehensive income (loss) for the 1999, 1998 and 1997 fiscal years, respectively. In 1999, sales of the Mexican subsidiary were $2,475,000 as compared to $2,170,000 in 1998. In April 1999, the Company purchased and retired 250,000 shares of its common stock at a cost of $5,625,000. The Company purchased the stock from its President and Chief Executive Officer. An unsecured general-purpose bank line of credit totalling $30,000,000 is available to the Company. Available borrowings under the bank line of credit were $19,000,000 at September 25, 1999. In fiscal year 1999, the Company adopted SFAS No. 130, "Reporting Comprehensive Income". SFAS No. 130 established standards for reporting and display of comprehensive income and its components in the financial statements. These financial statements have been reclassified to reflect the provisions of SFAS No. 130. In fiscal year 1999, the Company adopted SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information". SFAS No. 131 superceded SFAS 14, "Financial Reporting for Segments of a Business Enterprise", replacing the "industry segment" approach with the "management approach". The management approach designates the internal organization that is used by management for making operating decisions and assessing performance as the source of the Company's reportable segments, as well as disclosures about products and services and major customers. The adoption of SFAS No. 131 did not affect the results of operations or the financial position of the Company (see Note P to the consolidated financial statements). In June 1998, SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities" was issued. Subsequent to this statement, SFAS No. 137 was issued, which amended the effective date of SFAS No. 133 to be all fiscal quarters of all fiscal years beginning after June 15, 2000. Based on the Company's minimal use of derivatives at the current time, management does not anticipate the adoption of SFAS No. 133 will have a significant impact on earnings or financial position of the Company. However, the impact from adopting SFAS No. 133 will depend on the nature and purpose of the derivatives instruments in use by the Company at that time. Fiscal 1999 Compared to Fiscal 1998 Trade receivables decreased $1,279,000 or 4% to $31,404,000 in 1999, and inventories decreased $260,000 or 2% to $16,187,000 in 1999 from 1998 primarily because of increased efficiencies in the Company's operations. Other receivables decreased $1,228,000 to $477,000 in 1999 due to changes in payment programs from certain suppliers. Property, plant and equipment increased $19,689,000 to $232,253,000 primarily because of expenditures for dispensers required for the expansion of the frozen beverage business, for ovens and portable merchandisers required for the expansion of the food service business and for the expansion and upgrading of production and warehousing capability at the Company's manufacturing facilities. Goodwill, trademarks and rights, net of accumulated amortization decreased $1,050,000 to $50,821,000 due to amortization, net of goodwill acquired in the Camden Creek Bakery acquisition. Accounts payable and accrued liabilities decreased $446,000 in 1999 from $32,136,000 in 1998 due primarily to a reduction in income taxes payable. Current maturities of long-term debt decreased by $209,000 to $8,214,000 and long-term debt, less current maturities decreased by $13,539,000 to $34,660,000 as a result of the use of available cash flow from operations to pay down other debt as well as make scheduled debt payments. Deferred income taxes increased by $3,315,000 to $7,702,000 which related to disposals and depreciation of property, plant and equipment. Common stock decreased $2,868,000 in 1999 to $36,252,000 because of the repurchase and retirement of common stock from the President and Chief Executive Officer of the Company, net of the exercise of incentive stock options. Net cash provided by operating activities increased $11,189,000 to $48,368,000 in 1999 primarily due to increases in net earnings, deferred taxes and depreciation and amortization of fixed assets and a decrease in accounts receivable. Net cash used in investing activities decreased $16,513,000 to $28,619,000 in 1999 primarily due to a decrease of $12,477,000 in payments for purchase of companies, net of cash acquired and debt assumed. Net cash used in financing activities of $17,008,000 in 1999 compared to net cash provided by financing activities of $9,756,000 in 1998. The change of $26,764,000 was the result of a net paydown in borrowings in 1999 of $13,748,000 compared to an increase of $7,631,000 in borrowings to fund the acquisition of National ICEE Corporation and the subsequent refinancing of its debt in 1998. Fiscal 1998 Compared to Fiscal 1997 Trade receivables increased $9,301,000 or 40% to $32,683,000 in 1998, and inventories increased $2,912,000 or 22% to $16,447,000 in 1998 from 1997 primarily because of higher sales levels attributable to the acquisition of National ICEE Corporation. Other receivables decreased $371,000 to $1,705,000 in 1998 due to reimbursement received from the Company's insurance carrier on settlement of legal matters. Property, plant and equipment increased $48,216,000 to $212,564,000 primarily because of expenditures for dispensers required for the expansion of the frozen beverage business, for ovens and portable merchandisers required for the expansion of the food service business and for the expansion and upgrading of production and warehousing capability at the Company's manufacturing facilities. Additionally, property, plant and equipment from the National ICEE Corporation acquisition accounted for approximately one-half of the overall increase. Goodwill, trademarks and rights, net of accumulated amortization increased $30,412,000 to $51,871,000 due to goodwill acquired in the National ICEE Corporation acquisition. Accounts payable and accrued liabilities increased $10,169,000 in 1998 from $21,967,000 in 1997 due primarily to the acquisition of National ICEE Corporation and higher sales levels. Current maturities of long-term debt increased by $8,407,000 to $8,423,000 and long-term debt, less current maturities increased by $43,171,000 to $48,199,000 due to borrowings to fund the acquisition of National ICEE Corporation and the subsequent refinancing of its debt. Deferred income decreased $97,000 to $435,000 primarily as a result of the reduction in the Company's guarantees related to the sale of its Hawaiian ICEE operations. Deferred Income Taxes increased by $1,007,000 to $4,387,000 in 1998 which related to depreciation of property, plant and equipment. Common stock increased $2,212,000 in 1998 to $39,120,000 primarily because of the exercise of incentive stock options. Net cash provided by operating activities increased $16,808,000 to $37,179,000 in 1998 primarily due to increases in net earnings, depreciation and amortization of fixed assets, amortization of intangibles and deferred costs and accounts payable and accrued liabilities. Net cash used in investing activities increased $14,659,000 to $45,132,000 in 1998 primarily due to purchases of property, plant and equipment which increased by $12,222,000 in 1998. Expenditures increased for dispensers for the expansion of the frozen beverage business and for the expansion and modernization of the Company's Italian ice and frozen dessert plant in Scranton, PA. Net cash provided by financing activities of $9,756,000 in 1998 compared to $956,000 in 1997. The increase was due to a net increase in borrowings to fund the acquisition of National ICEE Corporation and the subsequent refinancing of its debt. Consolidated Statements of Earnings Fiscal year ended September 25, September 26, September 27, 1999 1998 1997 (In thousands, except per share amounts) Net sales $ 288,439 $ 262,390 $ 220,318 Cost of goods sold 134,963 126,812 112,159 Gross profit 153,476 135,578 108,159 Operating expenses Marketing 86,809 77,385 65,231 Distribution 28,066 24,846 19,197 Administrative 10,668 10,072 10,326 Amortization of intangibles and deferred costs 2,970 2,814 1,765 128,513 115,117 96,519 Operating income 24,963 20,461 11,640 Other income (deductions) Investment income 487 573 630 Interest expense (3,224) (3,033) (431) Sundry 415 808 112 (2,322) (1,652) 311 Earnings before income taxes 22,641 18,809 11,951 Income taxes 8,377 6,959 3,792 NET EARNINGS $ 14,264 $ 11,850 $ 8,159 Earnings per diluted share $1.50 $1.26 $.91 Weighted average number of diluted shares 9,530 9,368 8,985 Earnings per basic share $1.58 $1.32 $.93 Weighted average number of basic shares 9,025 8,947 8,781 The accompanying notes are an integral part of these statements. Consolidated Balance Sheets September 25, September 26, 1999 1998 (In thousands, except share amounts) Assets Current Assets Cash and cash equivalents $ 5,945 $ 3,204 Short-term investment securities held to maturity 924 -- Receivables Trade, less allowance of $806 and $597, respectively 31,404 32,683 Other 477 1,705 Inventories 16,187 16,447 Prepaid expenses and deposits 1,130 1,104 Total current assets 56,067 55,143 Property, Plant and Equipment, at cost 232,253 212,564 Less accumulated depreciation and amortization 130,292 112,444 101,961 100,120 Other Assets Goodwill, trademarks and rights, less accumulated amortization of $11,406 and $9,712, respectively 50,821 51,871 Long-term investment securities held to maturity 1,925 3,127 Sundry 2,906 3,000 55,652 57,998 $ 213,680 $ 213,261 Liabilities and Stockholders' Equity Current Liabilities Current maturities of long-term debt $ 8,214 $ 8,423 Accounts payable 23,272 23,222 Accrued liabilities 8,418 8,914 Total current liabilities 39,904 40,559 Long-Term Debt, less current maturities 34,660 48,199 Deferred Income Taxes 7,702 4,387 Other long-term liabilities 245 435 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, 9,000,000 and 9,036,000 respectively 36,251 39,120 Accumulated other comprehensive loss (1,601) (1,694) Retained earnings 96,519 82,255 131,169 119,681 $ 213,680 $ 213,261 The accompanying notes are an integral part of these statements. Consolidated Statement of Changes in Stockholders' Equity Accumulated Other Common Stock Compre- Compre- hensive Retained hensive Shares Amount Loss Earnings Total Income (In thousands) Balance at September 29, 1996 8,749 $35,818 $(1,356) $62,246 $96,708 Issuance of common stock upon exercise of stock options 84 945 -- -- 945 Issuance of common stock for employee stock purchase plan 17 145 -- -- 145 Foreign currency translation adjustment -- -- (53) -- (53)$ (53) Net earnings for the fiscal year ended September 27, 1997 -- -- -- 8,159 8,159 8,159 Comprehensive Income -- -- -- -- -- $8,106 Balance at September 27, 1997 8,850 36,908 (1,409) 70,405 105,904 Issuance of common stock upon exercise of stock options 171 2,017 -- -- 2,017 Issuance of common stock for employee stock purchase plan 15 195 -- -- 195 Foreign currency translation adjustment -- -- (285) -- (285) $(285) Net earnings for the fiscal year ended September 26, 1998 -- -- -- 11,850 11,850 11,850 Comprehensive Income -- -- -- -- -- $11,565 Balance at September 26, 1998 9,036 39,120 (1,694) 82,255 119,681 Issuance of common stock upon exercise of stock options 200 2,487 -- -- 2,487 Issuance of common stock for employee stock purchase plan 14 269 -- -- 269 Foreign currency translation adjustment -- -- 93 -- 93 $ 93 Repurchase of common stock (250) (5,625) -- -- (5,625) Net earnings for the fiscal year ended September 25, 1999 -- -- -- 14,264 14,264 14,264 Comprehensive Income -- -- -- -- -- $14,357 Balance at September 25, 1999 9,000 $36,251 $(1,601)$96,519$131,169 The accompanying notes are an integral part of this statement. Consolidated Statements of Cash Flows Fiscal year ended September 25, September 26, September 27, 1999 1998 1997 (In thousands) Operating activities: Net earnings $ 14,264 $ 11,850 $ 8,159 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization of fixed assets 24,179 21,807 17,090 Amortization of intangibles and deferred costs 3,459 3,352 2,180 Losses (gains) from disposals of property and equipment 168 306 (26) Increase (decrease) in deferred income taxes 3,315 1,007 (23) Other adjustments 73 23 14 Changes in assets and liabilities, net of effects from purchase of companies: Decrease (increase) in accounts receivable 2,609 (6,378) (6,615) Decrease (increase) in inventories 700 958 (1,008) (Increase) decrease in prepaid expenses (21) (71) 174 (Decrease) increase in accounts payable and accrued liabilities (378) 4,325 426 Net cash provided by operating activities 48,368 37,179 20,371 Investing activities: Purchases of property, plant and equipment (26,606) (31,803) (19,581) Payments for purchases of companies, net of cash acquired and debt assumed (2,336) (14,813) (18,601) Proceeds from investments held to maturity 255 190 6,146 Proceeds from investments available for sale -- 495 1,710 Proceeds from disposals of property and equipment 518 1,000 273 Other (450) (201) (420) Net cash used in investing activities (28,619) (45,132) (30,473) Financing activities: Proceeds from borrowings 4,000 56,150 35 Proceeds from issuance of common stock 2,365 2,125 930 Payments to repurchase common stock (5,625) -- -- Payments of long-term debt (17,748) (48,519) (9) Net cash provided by (used in) financing activities (17,008) 9,756 956 Net increase (decrease) in cash and cash equivalents 2,741 1,803 (9,146) Cash and cash equivalents at beginning of year 3,204 1,401 10,547 Cash and cash equivalents at end of year $ 5,945 $ 3,204 $ 1,401 The accompanying notes are an integral part of these statements. Notes to Consolidated Financial Statements Note A--Summary of Significant Accounting Policies J&J Snack Foods Corp. and Subsidiaries (the Company) manufactures, markets and distributes a variety of nutritional snack foods and beverages to the 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 its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated in the consolidated financial statements. 2. Revenue Recognition The Company recognizes revenue when its product is shipped or its services are performed. The Company sells service contracts covering frozen carbonated beverage machines sold. The terms of coverage range between 12 and 48 months. The Company records deferred income on service contracts which is amortized by the straight-line method over the term of the contracts. During the years ended September 25, 1999 and September 26, 1998, the Company sold $836,000 and $509,000, respectively, of service contracts related to its frozen beverage machines. At September 25, 1999, deferred income on service contracts was $138,000, of which $137,000 is reflected as short-term and included in accrued liabilities on the consolidated balance sheet. Service contract income of $897,000, $578,000 and $179,000 was recognized for the fiscal years ended 1999, 1998 and 1997, respectively. 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. Use of Estimates In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 5. Cash Equivalents Cash equivalents are short-term, highly liquid investments with original maturities of three months or less. 6. 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. 7. Inventories Inventories are valued at the lower of cost (determined by the first-in, first-out method) or market. 8. Investment Securities The Company classifies its investments in securities 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 securities trading, the balance of its debt securities and any equity securities are classified as available for sale. Net unrealized gains and losses, if significant on such securities, net of income tax, are reported as a separate component of stockholders' equity and excluded from the determination of net income. 9. Depreciation and Amortization Depreciation of equipment and buildings is provided for by the straight-line and accelerated methods 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 life, whichever is shorter. Goodwill, trademarks and rights arising from acquisitions are 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 individual acquired businesses. In fiscal year 1997, the Company adopted Statement of Financial Accounting Standards ("SFAS") 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. There was no material impact as a result of the adoption of SFAS No. 121 on the financial position and results of operations of the Company. 10. Fair Value of Financial Instruments The carrying value of the Company's short-term financial instruments, such as receivables and accounts payable approximate their fair values, based on the short-term maturities of these instruments. The carrying value of long-term debt obligations, consisting primarily of unsecured term note and an unsecured general purpose credit line with interest rates based on current short-term market rates, approximates the fair value at September 25, 1999 and September 26, 1998. 11. Income Taxes The Company accounts for its income taxes under the liability method. Under the liability method, 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. 12. Earnings Per Common Share In fiscal year 1998, the Company adopted SFAS No. 128, "Earnings Per Share" ("EPS"). The new standard eliminated primary and fully diluted EPS and instead requires presentation of basic and diluted EPS in conjunction with the disclosure of the methodology used in computing such EPS. Basic EPS excludes dilution and is computed by dividing income available to common shareholders by the weighted average common shares outstanding during the period. Diluted EPS takes into consideration the potential dilution that could occur if securities (stock options) or other contracts to issue common stock were exercised and converted into common stock. EPS calculations for 1997 have been restated to reflect the adoption of SFAS No. 128. The effect of adopting this new standard was not material. 13. Accounting for Stock-Based Compensation In fiscal year 1997, the Company adopted SFAS 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. The Company has chosen an alternative, permitted by the standard, to continue accounting for employee stock options and similar equity instruments under Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees." 14. Advertising Costs Advertising costs are expensed as incurred. Total advertising expense was $5,537,000, $4,128,000, and $3,892,000 for the fiscal years 1999, 1998 and 1997, respectively. 15. Interest Rate Risk Management As part of its risk management activities, the Company uses interest rate swaps to modify the interest rate characteristics of certain long-term obligations. The Company holds no other derivatives or similar instruments. The derivatives contracts are designated as hedges when acquired. They are expected to be effective economic hedges and have high correlation with the items being hedged at inception and throughout the hedge period. The variable interest rate of a swap contract is referenced to the same index as the variable interest rate of the debt being hedged. Interest rate swaps are accounted for using the accrual method, with an adjustment to interest expense in the income statement. The effects of swap positions are included in financing activities in the Statements of Cash Flows. Interest receivable or payable under the swap contracts is included in Receivables or Accounts Payable. Unrealized gains and losses on the swaps are not recognized in the balance sheet. Realized gains and losses from disposition or settlement of swap contracts are deferred on the balance sheet and amortized to interest expense over the appropriate period. If the hedged item is settled or terminated, deferred and/or unrecognized gains or losses on the hedging instrument on that date are recognized as an adjustment to the gain or loss on disposition or termination of the related hedged item. Future accruals on the swap and subsequent gains and losses on the swap or forward contract are included in income in the period they occur. 16. Comprehensive Income In fiscal year 1999, the Company adopted SFAS No. 130, "Reporting Comprehensive Income". SFAS No. 130 established standards for reporting and display of comprehensive income and its components in the financial statements. These financial statements have been reclassified to reflect the provisions of SFAS No. 130. 17. Segment Reporting In fiscal year 1999, the Company adopted SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information". SFAS No. 131 superceded SFAS 14, "Financial Reporting for Segments of a Business Enterprise", replacing the "industry segment" approach with the "management approach". The management approach designates the internal organization that is used by management for making operating decisions and assessing performance as the source of the Company's reportable segments, as well as disclosures about products and services and major customers. The adoption of SFAS No. 131 did not affect the results of operations or the financial position of the Company. (See Note P.) 18. Recent Accounting Pronouncements In June 1998, SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities" was issued. Subsequent to this statement, SFAS No. 137 was issued, which amended the effective date of SFAS No. 133 to be all fiscal quarters of all fiscal years beginning after June 15, 2000. Based on the Company's minimal use of derivatives at the current time, management does not anticipate the adoption of SFAS No. 133 will have a significant impact on earnings or financial position of the Company. However, the impact from adopting SFAS No. 133 will depend on the nature and purpose of the derivatives instruments in use by the Company at that time. Note B--Acquisitions In February 1999, the Company acquired the Camden Creek Bakery cookie business from Schwan's Sales Enterprises, Inc., Marshall, MN. Camden Creek sells frozen ready-to-bake cookies to the food service industry with approximately $4.6 million of sales in 1998. In December 1997, the Company acquired the common stock of National ICEE Corporation. National ICEE Corporation, with annual sales of approximately $40 million, markets and distributes frozen carbonated beverages primarily in the eastern half of the United States. The Company incurred approximately $50 million of debt to complete the acquisition. The following are the unaudited pro forma results of operations for the fiscal years 1998 and 1997 assuming the above had occurred at the beginning of that fiscal year (in thousands, except per share amounts): 1998 1997 Sales $268,390 $259,952 Net Earnings $11,346 $8,645 Earnings per diluted share $1.21 $.96 In January 1997, the Company acquired the assets of Mama Tish's International Foods by assuming certain of its liabilities. Mama Tish's is a manufacturer and distributor of Italian ices, sorbets and other frozen juice products. In November 1996, the Company acquired all of the common stock of Pretzels, Inc. for cash. Trading as TEXAS TWIST, Pretzels, Inc. is a soft pretzel manufacturer selling to both the food service and retail supermarket industries. In October 1996, the Company acquired the assets of Bakers Best Snack Food Corp. for cash. Bakers Best is a manufacturer of soft pretzels selling to both the food service and retail supermarket industries. 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. Note C--Credit Arrangements To fund the acquisition of National ICEE Corporation in December 1997, and to retire most of its debt, the Company incurred the following debt: $40,000,000 unsecured term note, at an interest rate of 6.61% fixed through swap agreements, with 60 monthly principal payments of $666,667 plus interest beginning January 8, 1998. At September 25, 1999, $8,000,000 of the note was classified under current maturities of long-term debt. At September 25, 1999, the principal balance of the note was $26,000,000. (See Note H.) $10,000,000 borrowing under a $30,000,000 unsecured general- purpose bank line of credit. Interest payments on the balance borrowed under the line are due monthly. The interest rate on the outstanding borrowings under the line was 5.95% at September 25, 1999. Borrowings under the credit line were $11,000,000 at September 25, 1999. (See Note H.) Note D--Investment Securities The amortized cost, gross unrealized gains and losses, and fair values of the Company's investment securities held to maturity at September 25, 1999 are summarized as follows: Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value (In thousands) Corporate debt securities $ 924 $ -- $ -- $ 924 Municipal government securities 1,425 -- (17) 1,408 Other debt securities 500 -- -- 500 $ 2,849 $ -- $ (17) $ 2,832 The amortized cost, gross unrealized gains and losses, and fair values of the Company's investment securities held to maturity at September 26, 1998 are summarized as follows: Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value (In thousands) Corporate debt securities $ 947 $ 38 $ -- $ 985 Municipal Government securities 1,680 28 -- 1,708 Other debt securities 500 -- -- 500 $ 3,127 $ 66 $ -- $ 3,193 The following table lists the maturities of investment securities classified as held to maturity at September 25, 1999: Amortized Cost Fair Value (In thousands) Due in less than one year $ 924 $ 924 Due after one year through five years 1,925 1,908 $ 2,849 $ 2,832 Proceeds from sales of securities were $255,000, $495,000 and $1,710,000 for fiscal years 1999, 1998 and 1997, respectively. The Company uses the specific identification method to determine the cost of securities sold. No material gains or losses were realized on sales of investment securities. Note E--Inventories Inventories consist of the following: September 25, September 26, 1999 1998 (In thousands) Finished goods $ 8,118 $ 8,054 Raw materials 1,579 2,190 Packaging materials 1,770 2,239 Equipment parts and other 4,720 3,964 $ 16,187 $ 16,447 Note F--Property, Plant and Equipment Property, plant and equipment consist of the following: September 25, September 26, Estimated 1999 1998 Useful Lives (In thousands) Land $ 745 $ 839 -- Buildings 5,386 5,432 15-39.5 years Plant machinery and equipment 66,305 60,275 5-10 years Marketing equipment 138,335 126,653 5 years Transportation equipment 2,049 2,149 5 years Office equipment 6,308 5,446 3-5 years Improvements 11,769 10,616 5-20 years Construction in progress 1,356 1,154 -- $ 232,253 $ 212,564 Note G--Accrued Liabilities Included in accrued liabilities is accrued compensation of $5,024,000 and $4,297,000 as of September 25, 1999 and September 26, 1998, respectively. Note H--Long-Term Debt Long-term debt consists of the following: September 25, September 26, 1999 1998 (In thousands) $40,000,000 unsecured term note, with 60 monthly principal payments of $666,667 plus 6.61% interest beginning January 8, 1998 (subject to financial covenants) $ 26,000 $ 34,000 $30,000,000 unsecured general- purpose bank credit line, with interest rate tied to LIBOR with interest payments due monthly (subject to financial covenants) 11,000 16,000 7.25% redeemable economic development revenue bonds payable December 2005; interest payable semiannually (subject to financial covenants) 5,000 5,000 Other 874 1,622 42,874 56,622 Less current maturities 8,214 8,423 $ 34,660 $ 48,199 Annual principal payments of long-term debt as of September 25, 1999 are as follows (in thousands): 2000 $ 8,214 2001 19,178 2002 8,113 2003 2,369 2004 -- 2005 and thereafter 5,000 $ 42,874 Note I--Income Taxes Income tax expense is as follows: Fiscal year ended September 25, September 26, September 27, 1999 1998 1997 (In thousands) Current U.S. Federal $ 4,516 $ 5,389 $ 3,381 Foreign 55 38 40 State 491 525 394 5,062 5,952 3,815 Deferred (Benefit) U.S. Federal 3,046 913 (3) Foreign -- 7 (23) State 269 87 3 3,315 1,007 (23) $ 8,377 $ 6,959 $ 3,792 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 25, September 26, September 27, 1999 1998 1997 (In thousands) Income taxes at statutory rates $ 7,698 $ 6,395 $4,063 Increase (decrease) in taxes resulting from: State income taxes, net of federal income tax benefit 324 404 267 Nontaxable income (38) (55) (120) Other, net 393 215 (418) $ 8,377 $ 6,959 $ 3,792 Deferred tax assets and liabilities consist of the following: Fiscal year ended September 25, September 26, 1999 1998 (In thousands) Deferred tax assets: Vacation accrual $ 391 $ 298 Insurance accrual 862 515 Deferred income 134 206 Other, net 956 458 2,343 1,477 Deferred tax liabilities: Depreciation of property and equipment 9,436 5,628 Other, net 609 236 10,045 5,864 $ 7,702 $ 4,387 Note J--Earnings Per Share The Company's calculation of EPS in accordance with SFAS No. 128, "Earnings Per Share," is as follows: Fiscal Year Ended September 25, 1999 Income Shares Per Share (Numerator) (Denominator) Amount (In thousands, except per share amounts) Earnings Per Basic Share Net Income available to common stockholders $ 14,264 9,025 $ 1.58 Effect of Dilutive Securities Options -- 505 (.08) Earnings Per Diluted Share Net Income available to common stockholders plus assumed conversions $ 14,264 9,530 $ 1.50 Fiscal Year Ended September 26, 1998 Income Shares Per Share (Numerator) (Denominator) Amount (In thousands, except per share amounts) Earnings Per Basic Share Net Income available to common stockholders $ 11,850 8,947 $ 1.32 Effect of Dilutive Securities Options -- 421 (.06) Earnings Per Diluted Share Net Income available to common stockholders plus assumed conversions $ 11,850 9,368 $ 1.26 Fiscal Year Ended September 27, 1997 Income Shares Per Share (Numerator) (Denominator) Amount (In thousands, except per share amounts) Earnings Per Basic Share Net Income available to common stockholders $ 8,159 8,781 $.93 Effect of Dilutive Securities Options -- 204 (.02) Earnings Per Diluted Share Net Income available to common stockholders plus assumed conversions $ 8,159 8,985 $.91 Note K--Commitments 1. Lease Commitments The following is a summary of approximate future minimum rental commitments for noncancelable operating leases with terms of more than one year as of September 25, 1999: Plants and Offices Equipment Total (In thousands) 2000 $ 4,082 $ 3,795 $ 7,877 2001 3,497 3,078 6,575 2002 3,102 2,314 5,416 2003 2,651 1,696 4,347 2004 2,284 819 3,103 2005 and thereafter 11,020 399 11,419 $ 26,636 $ 12,101 $ 38,737 Total rent expense was $8,547,000, $7,766,000 and $6,002,000 for fiscal years 1999, 1998 and 1997, respectively. 2. Other Commitments The Company is a party to litigation which management currently believes will not have a material adverse effect on the Company's financial condition or results of operations. Note L--Capital Stock Under share repurchase programs authorized by the Board of Directors, 712,000 shares remain to be repurchased. In fiscal year 1999, the Company purchased and retired 250,000 shares of its common stock at a cost of $5,625,000. The Company purchased the stock from its President and Chief Executive Officer. Note M--Stock Options The Company has a Stock Option Plan (the "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 nonqualified. 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 nonqualified 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 1,500,000 shares reserved under the Plan; options for 268,000 shares remain unissued as of September 25, 1999. The Company has a nonqualified stock option plan for nonemployee directors and the Chief Executive Officer of the Company whereby a total of 340,000 shares of common stock may be issued. Under this plan, each nonemployee 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 nonqualified options have been issued to the Chief Executive Officer, directors and certain employees. The Company has adopted only the disclosure provisions of SFAS No. 123, "Accounting for Stock-Based Compensation." It applies APB Opinion No. 25 and related interpretations in accounting for its plans and does not recognize compensation expense for its 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, the Company's net earnings and earnings per common share would have been reduced to the pro forma amounts indicated below: Fiscal Year Ended September 25, September 26, September 27, 1999 1998 1997 (in thousands, except per share amounts) Net Earnings: As reported $14,264 $11,850 $8,159 Pro forma 13,054 11,112 7,697 Earnings Per Diluted Share: As reported $1.50 $1.26 $.91 Pro forma 1.37 1.18 .86 These pro forma amounts may not be representative of future disclosures because they do not take into effect pro forma compensation expense related to 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 1999, 1998 and 1997, respectively; expected volatility of 40% in 1999 and 30% in 1998 and 1997; risk-free interest rates of 6.21%, 5.12% and 6.71%; and expected lives ranging between 4.5 and 10 years for all years. A summary of the status of the Company's option plans as of fiscal years 1999, 1998 and 1997 and the changes during the years ended on those dates is represented below: Incentive Nonqualified Stock Options Stock Options Weighted- Weighted- Stock Average Stock Average Options Exercise Options Exercise Outstanding Price Outstanding Price Balance, September 29, 1996 745,493 $10.97 315,000 $11.27 Granted 267,743 $11.53 34,000 $12.75 Exercised (84,200) $ 9.38 -- -- Cancelled (52,650) $11.15 -- -- Balance, September 27, 1997 876,386 $11.26 349,000 $11.41 Granted 223,396 $15.77 34,000 $19.25 Exercised (150,949) $12.56 (22,500) $ 6.63 Cancelled (52,500) $11.40 -- -- Balance, September 26, 1998 896,333 $12.18 360,500 $12.41 Granted 241,860 $21.87 34,000 $21.75 Exercised (149,960) $11.62 (62,000) $11.39 Cancelled (37,574) $12.22 -- -- Balance, September 25, 1999 950,659 $14.67 332,500 $13.56 Exercisable Options, September 25, 1999 292,153 298,500 The weighted-average fair value of incentive options granted during fiscal years ended September 25, 1999, September 26, 1998 and September 27, 1997 was $9.22, $5.31 and $4.24, respectively. The weighted-average fair value of nonqualified stock options granted during fiscal years ended September 25, 1999, September 26, 1998 and September 27, 1997 was $13.75, $10.56 and $5.97, respectively. The following table summarizes information about incentive stock options outstanding at September 25, 1999: Options Outstanding Options Exercisable Number Weighted- Number Outstanding Average Weighted- Exercisable Weighted- at Remaining Average at Average Range of September Contractual Exercise September Exercise Exercise Prices 25,1999 Life Price 25, 1999 Price $ 7.25 - $10.50 170,000 1.6 years $ 9.38 170,000 $ 9.38 $11.00 - $16.38 550,799 2.7 years $13.31 122,153 $11.38 $20.00 - $24.50 229,860 4.2 years $21.84 -- -- 950,659 292,153 The following table summarizes information about nonqualified stock options outstanding at September 25, 1999: Options Outstanding Options Exercisable Options Outstanding Options Exercisable Number Weighted- Number Outstanding Average Weighted- Exercisable Weighted- at Remaining Average at Average Range of September Contractual Exercise September Exercise Exercise Prices 25,1999 Life Price 25, 1999 Price $ 7.25 - $10.75 44,500 2.1 years $ 9.92 44,500 $ 9.92 $11.00 - $13.625 220,000 4.9 years $12.12 220,000 $12.16 $19.25 - $21.75 68,000 9.1 years $20.50 34,000 $19.25 332,500 298,500 Note N--401(k) Profit-Sharing Plan The Company maintains a 401(k) profit-sharing plan for its employees. Under this plan, the Company may make discretionary profit-sharing and matching 401(k) contributions. Contributions of $684,000, $512,000 and $404,000 were made in fiscal years 1999, 1998 and 1997, respectively. Note O--Cash Flow Information The following is supplemental cash flow information: Fiscal Year Ended September 25, September 26, September 27, 1999 1998 1997 (In thousands) Cash paid for: Interest $ 3,231 $ 2,870 $ 431 Income taxes 5,617 6,461 4,469 Note P--Segment Reporting Using the guidelines set forth in SFAS No. 131, the Company has two reportable segments: Snack Foods and Frozen Beverages. Snack Foods manufactures and distributes snack foods and bakery items. Frozen Beverages markets and distributes frozen beverage products. The segments are managed as strategic business units due to their distinct production processes and capital requirements. The Company evaluates each segment's performance based on income or loss before taxes, excluding corporate and other unallocated expenses and non-recurring charges. Information regarding the operations in these reportable segments is as follows: Fiscal year ended September 25, September 26, September 27, 1999 1998 1997 (In thousands) Sales: Snack Foods $ 196,690 $ 178,591 $ 172,403 Frozen Beverages 91,749 83,799 47,915 $ 288,439 $ 262,390 $ 220,318 Depreciation and Amortization: Snack Foods $ 13,039 $ 12,167 $ 11,020 Frozen Beverages 14,599 12,992 8,250 $ 27,638 $ 25,159 $ 19,270 Income Before Taxes: Snack Foods $ 17,227 $ 14,418 $ 9,512 Frozen Beverages 5,414 4,391 2,439 $ 22,641 $ 18,809 $ 11,951 Capital Expenditures: Snack Foods $ 12,332 $ 15,604 $ 9,502 Frozen Beverages 14,274 16,199 10,079 $ 26,606 $ 31,803 $ 19,581 Assets: Snack Foods $ 112,271 $ 109,378 $ 106,790 Frozen Beverages 101,409 103,883 30,037 $ 213,680 $ 213,261 $ 136,827 Sales to a single Snack Foods' customer were approximately 10% of the Company's sales for each of the years ending 1998 and 1997. Report of Independent Certified Public Accountants Shareholders and Board of Directors J&J SNACK FOODS CORP. We have audited the accompanying consolidated balance sheets of J&J Snack Foods Corp. and Subsidiaries as of September 25, 1999 and September 26, 1998, and the related consolidated statements of earnings, changes in stockholders' equity and cash flows for each of the fiscal years in the three-year period ended September 25, 1999. 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 as of September 25, 1999 and September 26, 1998, and the consolidated results of their operations and their consolidated cash flows for each of the fiscal years in the three-year period ended September 25, 1999 in conformity with generally accepted accounting principles. Grant Thornton LLP Philadelphia, Pennsylvania November 2, 1999 Corporate Information 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 Robert M. Radano Senior Vice President and Chief Operating Officer Stephen N. Frankel President, Stephen N. Frankel Realtor, Inc. Peter G. Stanley Consultant Leonard M. Lodish, Ph.D. Samuel R. Harrell Professor, Marketing Department of the Wharton School, University of Pennsylvania 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 and Chief Operating Officer Robyn Shreiber Cook Senior Vice President, West Paul L. Hirschman Vice President, Information Systems Officers of Subsidiary Companies J&J SNACK FOODS CORP. OF NEW JERSEY John Duckett Vice President, Service & Assembly Anthony P. Harrison II Vice President, Quality Control and Research & Development John P. Heim Vice President, Engineering & Manufacturing Michael Karaban Vice President, Marketing H. Robert Long Vice President, Distribution Craig S. Parker Vice President, School Food Service & Branded Concepts Milton L. Segal Vice President, Purchasing Steven J. Taylor Vice President, Sales J&J SNACK FOODS CORP. OF CALIFORNIA Don Smith Vice President, Research and Development MIA PRODUCTS T.J. Couzens Vice President/General Manager THE ICEE COMPANY Dan Fachner President Kent Galloway Vice President and Chief Financial Officer Joe Boulanger Vice President/General Manager Western Zone Lou Fiorentino Vice President/General Manager Eastern Zone Rick Naylor Vice President/General Manager Central Zone Rod Sexton Vice President of Service Operations ICEE DE MEXICO, S.A. DE C.V. Andres Gonzalez Vice President PRETZELS, INC. Gary Powell President Quarterly Common Stock Data Market Price Fiscal 1999 High Low 1st Quarter 22 1/2 15 3/4 2nd Quarter 25 19 5/16 3rd Quarter 24 19 3/4 4th Quarter 24 7/16 20 1/4 Fiscal 1998 High Low 1st Quarter 17 3/8 13 1/2 2nd Quarter 19 1/2 12 1/2 3rd Quarter 20 3/4 17 7/8 4th Quarter 22 1/4 14 3/4 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 American Stock Transfer & Trust Company 6201 15th Avenue Brooklyn, NY 11219 Independent Accountants Grant Thornton LLP Counsel Blank, Rome, Comisky & McCauley LLP Annual Meeting The Annual Meeting of Shareholders is scheduled for Thursday, February 3, 2000 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 Web Site www.jjsnack.com