10-Q 1 r10q0103.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the period ended December 28, 2002 or Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number:0-14616 J & J SNACK FOODS CORP. (Exact name of registrant as specified in its charter) (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 6000 Central Highway, Pennsauken, NJ 08109 (Address of principal executive offices) Telephone (856) 665-9533 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. X Yes No As of January 15, 2003, there were 8,910,074 shares of the Registrant's Common Stock outstanding. INDEX Page Number Part I. Financial Information Item l. Consolidated Financial Statements Consolidated Balance Sheets - December 28, 2002 (unaudited) and September 28, 2002 3 Consolidated Statements of Earnings - Three Months Ended December 28, 2002 and December 29, 2001 (unaudited) 5 Consolidated Statements of Cash Flows - Three Months Ended December 28, 2002 and December 29, 2001 (unaudited) 6 Notes to the Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 15 Item 3. Quantitative and Qualitative Disclosures About Market Risk 17 Item 4. Controls and Procedures 17 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K 18 PART I. FINANCIAL INFORMATION Item 1. Consolidated Financial Statements J & J SNACK FOODS CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands) ASSETS December 28, September 28, 2002 2002 (Unaudited) Current assets Cash and cash equivalents $ 18,074 $ 14,158 Accounts receivable 31,569 37,938 Inventories 23,630 22,199 Prepaid expenses and other 1,476 1,072 74,749 75,367 Property, plant and equipment, at cost Land 606 756 Buildings 5,106 5,456 Plant machinery and equipment 89,045 88,908 Marketing equipment 170,577 171,429 Transportation equipment 864 828 Office equipment 7,024 6,832 Improvements 15,769 15,885 Construction in progress 762 246 289,753 290,340 Less accumulated deprecia- tion and amortization 200,586 195,930 89,167 94,410 Other assets Goodwill, less accumulated amortization 45,850 45,850 Other intangible assets, less accumulated amortization 1,461 1,539 Long term investment securities held to maturity 525 675 Sundry 2,227 2,195 50,063 50,259 $213,979 $220,036 See accompanying notes to the consolidated financial statements. 3 J & J SNACK FOODS CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS - Continued (in thousands) LIABILITIES AND December 28, September 28, STOCKHOLDERS' EQUITY 2002 2002 Current liabilities Accounts payable $23,703 $ 27,683 Accrued liabilities 9,312 12,561 33,015 40,244 Deferred income taxes 10,806 10,806 Other long-term liabilities 277 277 11,083 11,083 Stockholders' equity Capital stock Preferred, $1 par value; authorized, 5,000 shares; none issued - - Common, no par value; authorized 25,000 shares; issued and outstanding, 8,905 and 8,903, respectively 34,025 34,025 Accumulated other comprehen- sive loss (1,821) (1,792) Retained earnings 137,677 136,476 169,881 168,709 $213,979 $220,036 See accompanying notes to the consolidated financial statements. 4 J & J SNACK FOODS CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except per share amounts) December 28, December 29, 2002 2001 Net Sales $77,244 $74,797 Cost of goods sold 55,179 52,753 Gross profit 22,065 22,044 Operating expenses Marketing 10,863 11,197 Distribution 6,128 5,930 Administrative 3,322 3,416 Other general (income) expense (58) 21 20,255 20,564 Operating income 1,810 1,480 Other income (deductions) Investment income 98 66 Interest expense (32) (282) Earnings before income taxes 1,876 1,264 Income taxes 675 442 NET EARNINGS $ 1,201 $ 822 Earnings per diluted share $ .13 $ .09 Weighted average number of diluted shares 9,235 8,984 Earnings per basic share $ .14 $ .10 Weighted average number of basic shares 8,730 8,645 See accompanying notes to the consolidated financial statements 5 J & J SNACK FOODS CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands) December 28, December 29, 2002 2001 Operating activities: Net earnings $ 1,201 $ 822 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization of fixed assets 7,019 7,757 Amortization of intangibles and deferred costs 189 202 Other (249) 123 Changes in assets and liabilities, net of effects from purchase of companies Decrease in accounts receivable 6,370 5,079 Increase in inventories (1,386) (1,720) Increase in prepaid expenses (404) (297) Decrease in accounts payable and accrued liabilities (7,229) (8,490) Net cash provided by operating activities 5,511 3,476 Investing activities: Purchase of property, plant and equipment (3,196) (3,973) Proceeds from investments held to maturity 150 95 Proceeds from disposal of property and equipment 1,640 41 Other (189) (15) Net cash used in investing activities (1,595) (3,852) Financing activities: Proceeds from issuance of stock - 222 Proceeds from borrowings - 24,000 Payments of long-term debt - (28,003) Net cash (used in) provided by financing activities - (3,781) Net increase (decrease) in cash and cash equivalents 3,916 (4,157) Cash and cash equivalents at beginning of period 14,158 7,437 Cash and cash equivalents at end of period $18,074 $ 3,280 See accompanying notes to the consolidated financial statements 6 J & J SNACK FOODS CORP. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 1 In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position and the results of operations and cash flows. Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported net earnings. The results of operations for the three months ended December 28, 2002 and December 29, 2001 are not necessarily indicative of results for the full year. Sales of our retail stores are generally higher in the first quarter due to the holiday shopping season. Sales of our frozen beverages and frozen juice bars and ices are generally higher in the third and fourth quarters due to warmer weather. While we believe that the disclosures presented are adequate to make the information not misleading, it is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and the notes included in our Annual Report on Form 10-K for the year ended September 28, 2002. Note 2 We recognize revenue from Food Service, Retail Supermarkets, The Restaurant Group and Frozen Beverage products at the time the products are shipped to third parties. When we perform services for others under time and material agreements, revenue is recognized upon the completion of the services. We also sell fixed-fee service contracts. The terms of coverage range between 12 and 60 months. We record deferred income on service contracts which is amortized by the straight-line method over the term of the contracts. We provide an allowance for doubtful receivables after taking into account historical experience and other factors. Effective December 30, 2001, we adopted the provisions of Emerging Issues Task Force (EITF) Issue No. 01-9, "Accounting for Consideration Given by a Vendor to a Customer or a Reseller of the Vendor's Products." EITF Issue No. 01-9 addressed 7 various issues related to the income statement classification of certain promotional payments, including consideration from a vendor to a reseller or another party that purchases the vendor's products. Upon adoption, we reduced both net sales and marketing expenses by $4,228,000 for the quarter ended December 29, 2001. EITF Issue No. 01-9 requires certain marketing expenses incurred by us, not previously reclassified, to be classified as deductions from revenue. These reclassifications have no impact on reported operating income or net earnings or earnings per share. Note 3 Depreciation of equipment and buildings is provided for by the straight-line method over the assets' estimated useful lives. Amortization of improvements is provided for by the straight- line method over the term of the lease or the assets' estimated useful lives, whichever is shorter. Licenses and rights arising from acquisitions are amortized by the straight-line method over periods ranging from 4 to 20 years. Note 4 Our calculation of earnings per share in accordance with SFAS No. 128, "Earnings Per Share," is as follows: Three Months Ended December 28, 2002 Income Shares Per Share (Numerator) (Denominator) Amount (in thousands, except per share amounts) Basic EPS Net Earnings available to common stockholders $1,201 8,730 $ .14 Effect of Dilutive Securities Options - 505 (.01) Diluted EPS Net Earnings available to common stockholders plus assumed conversions $1,201 9,235 $ .13 110,000 anti-dilutive weighted shares have been excluded in the computation of the three months ended December 28, 2002 diluted EPS because the options' exercise price is greater than the average market price of the common stock. 8 Three Months Ended December 29, 2001 Income Shares Per Share (Numerator) (Denominator) Amount (in thousands, except per share amounts) Basic EPS Net Loss available to common stockholders $ 822 8,645 $ .10 Effect of Dilutive Securities Options - 339 (.01) Diluted EPS Net Income available to common stockholders plus assumed conversions $ 822 8,984 $ .09 10,000 anti-dilutive weighted shares have been excluded in the computation of the three months ended December 29, 2001 diluted EPS because the options' exercise price is greater than the average market price of the common stock. Note 5 We have adopted only the disclosure provisions of SFAS No. 123, "Accounting for Stock-Based Compensation." We apply APB No. 25 and related interpretations in accounting for our plans and do not recognize compensation expense for our stock-based compensation plans. Had compensation cost for the plans been determined based on the fair value of the options at the grant date consistent with SFAS No. 123, our net earnings and earnings per common share would have been reduced to the pro forma amounts indicated below: Three Months Ended December 28, December 29, 2002 2001 (in thousands, except per share amounts) Net Earnings: As reported $1,201 $ 822 Pro forma $ 860 $ 516 Earnings Per Diluted Share: As reported $ .13 $ .09 Pro forma $ .09 $ .06 These pro forma amounts may not be representative of future disclosures because they do not take into effect pro forma compensation expense related to 9 grants before October 1, 1995. The fair value of these options is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions for grants in fiscal 2002; expected volatility of 40%; risk-free interest rate of 3.58%; and expected lives ranging between 5 and 10 years. There were no grants in fiscal 2003. Note 6 Inventories consist of the following: December 28, September 28, 2002 2002 (in thousands) Finished goods $11,112 $10,001 Raw materials 2,991 2,846 Packaging materials 2,941 2,914 Equipment parts & other 6,586 6,438 $23,630 $22,199 Note 7 We principally sell our products to the food service and retail supermarket industries. We also distribute our products directly to the consumer through our chain of retail stores referred to as The Restaurant Group. Sales and results of our frozen beverages business are monitored separately from the balance of our food service business and restaurant group because of different distribution and capital requirements. We maintain separate and discrete financial information for the four operating segments mentioned above which is available to our Chief Operating Decision Makers. We have applied no aggregate criteria to any of these operating segments in order to determine reportable segments. Our four reportable segments are Food Service, Retail Supermarkets, The Restaurant Group and Frozen Beverages. All inter-segment net sales and expenses have been eliminated in computing net sales and operating income (loss). These segments are described below. Food Service The primary products sold to the food service group are soft pretzels, frozen juice treats and desserts, churros and baked goods. Our customers in the food service industry include snack bars and food stands in chain, department and discount stores; malls and shopping centers; fast food outlets; stadiums and sports arenas; leisure and theme parks; convenience 10 stores; movie theatres; warehouse club stores; schools, colleges and other institutions. Within the food service industry, our products are purchased by the consumer primarily for consumption at the point-of-sale. Retail Supermarkets The primary products sold to the retail supermarket industry are soft pretzel products, including SUPERPRETZEL, LUIGI'S Real Italian Ice, MINUTE MAID Juice Bars and Soft Frozen Lemonade, ICEE Squeeze Up Tubes and TIO PEPE'S Churros. Within the retail supermarket industry, our frozen and prepackaged products are purchased by the consumer for consumption at home. The Restaurant Group We sell direct to the consumer through our Restaurant Group, which operates BAVARIAN PRETZEL BAKERY and PRETZEL GOURMET, our chain of specialty snack food retail outlets. Frozen Beverages We sell frozen beverages to the food service industry, including our restaurant group, primarily under the names ICEE and ARCTIC BLAST in the United States, Mexico and Canada. The Chief Operating Decision Maker for Food Service, Retail Supermarkets and The Restaurant Group and the Chief Operating Decision Maker for Frozen Beverages monthly review and evaluate operating income and sales in order to assess performance and allocate resources to each individual segment. In addition, the Chief Operating Decision Makers review and evaluate depreciation, capital spending and assets of each segment on a quarterly basis to monitor cash flow and asset needs of each segment. Information regarding the operations in these four reportable segments is as follows: 11 Three Months Ended December 28, December 29, 2002 2001 (in thousands) Sales to external customers: Food Service $ 43,806 $ 41,125 Retail Supermarket 5,739 6,279 The Restaurant Group 3,090 3,413 Frozen Beverages 24,609 23,980 $ 77,244 $ 74,797 Depreciation and Amortization: Food Service $ 3,340 $ 3,476 Retail Supermarket - - The Restaurant Group 157 193 Frozen Beverages 3,711 4,290 $ 7,208 $ 7,959 Operating Income: Food Service $ 2,663 $ 2,530 Retail Supermarket (414) (47) The Restaurant Group 130 71 Frozen Beverages (569) (1,074) $ 1,810 $ 1,480 Capital Expenditures: Food Service $ 1,398 $ 1,493 Retail Supermarket - - The Restaurant Group 20 2 Frozen Beverages 1,778 2,478 $ 3,196 $ 3,973 Assets: Food Service $128,690 $114,945 Retail Supermarket - - Restaurant Group 2,815 2,764 Frozen Beverages 82,474 95,393 $213,979 $213,102 Note 8 We follow SFAS No. 142 "Goodwill and Intangible Assets." SFAS No. 142 includes requirements to test goodwill and indefinite lived intangible assets for impairment rather than amortize them; accordingly, we no longer amortize goodwill. Our four reporting units, which are also reportable segments, are Food Service, Retail Supermarkets, The Restaurant Group and Frozen Beverages. Each of the segments have goodwill and indefinite lived intangible assets. 12 The carrying amount of acquired intangible assets for the Food Service, Retail Supermarkets, The Restaurant Group and Frozen Beverage segments as of December 28, 2002 are as follows: Gross Carrying Accumulated Amount Amortization (in thousands) FOOD SERVICE Amortized intangible assets Licenses and rights $2,066 $691 RETAIL SUPERMARKETS Amortized intangible assets Licenses and rights $ - $ - THE RESTAURANT GROUP Amortized intangible assets Licenses and rights $ 20 $ 20 FROZEN BEVERAGES Amortized intangible assets Licenses and rights $ 201 $115 Licenses and rights are being amortized by the straight-line method over periods ranging from 4 to 20 years and amortization expense is reflected throughout operating expenses. There were no changes in the gross carrying amount of intangible assets for the three months ended December 28, 2002. Aggregate amortization expense of intangible assets for the 3 months ended December 28, 2002 and December 29, 2001 was $78,000 and $76,000, respectively. Estimated amortization expense for the next five fiscal years is approximately $300,000 in 2003 and 2004, $200,000 in 2005 and $150,000 in 2006 and 2007. Goodwill The carrying amounts of goodwill for the Food Service, Retail Supermarket, Restaurant Group and Frozen Beverage segments are as follows: 13 Food Retail Restaurant Frozen Service Supermarket Group Beverages Total (in thousands) Balance at December 28, 2002 $14,241 $ - $438 $31,171 $45,850 There were no changes in the carrying amount of goodwill for the three months ended December 28, 2002. 14 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources Our current cash and marketable securities balances and cash expected to be provided by future operations are our primary sources of liquidity. We believe that these sources, along with our borrowing capacity, are sufficient to fund future growth and expansion. In the quarters ended December 28, 2002 and December 29, 2001 fluctuations in the valuation of the Mexican peso caused a decrease of $29,000 and an increase of $71,000 in stockholders' equity, respectively, because of the revaluation of the net assets of the Company's Mexican frozen beverage subsidiary. Our general-purpose bank credit line provides for up to a $50,000,000 revolving credit facility. The agreement contains restrictive covenants and requires commitment fees in accordance with standard banking practice. There were no outstanding balances under this facility at December 28, 2002. Results of Operations Net sales increased $2,447,000 or 3% for the three months ended December 28, 2002 compared to the three months ended December 29, 2001. FOOD SERVICE Sales to food service customers increased $2,681,000 or 7% in the first quarter to $43,806,000. Soft pretzel sales increased $1,638,000 or 10% from last year to $17,308,000 in this year's quarter due to increased sales of PRETZEL FILLERS and GOURMET TWISTS. Italian ice and frozen juice treat and dessert sales increased 3% to $5,177,000 in the three months. Churro sales to food service customers increased 9% to $3,115,000 in the quarter. Sales of bakery products increased 4% to $17,152,000 from $16,449,000 last year. All of the food service sales' increase and decreases were primarily due to changes in unit volume. RETAIL SUPERMARKETS Sales of products to retail supermarkets decreased $540,000 or 9% in the first quarter. Soft pretzel sales for 15 the first quarter were down 10% to $3,719,000. Sales of frozen juices and ices decreased $63,000 or 3% to $2,343,000 in the quarter. THE RESTAURANT GROUP Sales of our Restaurant Group decreased 9% to $3,090,000 in the first quarter. The sales decrease was caused primarily by decreased mall traffic and the closing of unprofitable stores. FROZEN BEVERAGES Frozen beverage and related product sales increased $629,000 or 3% to $24,609,000 in the first quarter. Beverage sales alone decreased 1% to $17,758,000 for the quarter. Service revenue increased $740,000 or 30% from the first quarter of fiscal year 2001 to $3,232,000 in this year's first quarter. CONSOLIDATED Gross profit as a percentage of sales decreased almost a full percentage point from last year. The decrease was caused primarily by increases in unit costs of raw materials, a higher level of allowances in our retail supermarket business and higher property and casualty and group insurance costs, which were partially offset by reduced depreciation of our frozen beverage dispensing machines and of our property, plant and equipment. Total operating expenses decreased $309,000 in the first quarter and as a percentage of sales decreased to 26% from 27% in last year's same quarter. Marketing expenses decreased to 14% of sales from 15% in last year's quarter. Distribution expenses were 8% of sales in both years' first quarter. Administrative expenses decreased about 1/4 of 1% as a percentage of sales to 4% this year. Operating income increased 22% to $1,810,000 this year from $1,480,000 a year ago. Interest expense decreased $250,000 from last year's quarter because we have no outstanding long-term debt. The effective income tax rate has been estimated at 36% this year compared to 35% in last year's quarter. Net earnings increased 46% to $1,201,000 in this year's first quarter compared to net earnings of $822,000 in the year ago period. 16 Item 3. Quantitative and Qualitative Disclosures About Market Risk There has been no material change in the Company's assessment of its sensitivity to market risk since its presentation set forth, in item 7a. "Quantitative and Qualitative Disclosures About Market Risk," in its 2002 annual report on Form 10-K filed with the SEC. Item 4. Controls and Procedures (a) Evaluation of disclosure controls and procedures. The management of the Company, including the Chief Executive Officer and the Chief Financial Officer, have conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures pursuant to Rule 13a-14 under the Securities Exchange Act of 1934 as of a date (the "Evaluation Date") within 90 days prior to the filing date of this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, as of the Evaluation Date, the Company's disclosure controls and procedures were effective in ensuring that all material information relating to the Company, including our consolidated subsidiaries, required to be filed in this quarterly report has been made known to them in a timely manner. (b) Changes in internal controls There have been no significant changes made in the Company's internal controls or in other factors that could significantly affect internal controls subsequent to the Evaluation Date. 17 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K a) Exhibits 99.1 Certification Pursuant to the 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 99.2 Certification Pursuant to the 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 b) Reports on Form 8-K - There were no reports on Form 8-K for the three months ended December 28, 2002. 18 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. J & J SNACK FOODS CORP. Dated: January 22, 2003 /s/ Gerald B. Shreiber Gerald B. Shreiber President Dated: January 22, 2003 /s/ Dennis G. Moore Dennis G. Moore Senior Vice President and Chief Financial Officer 19 CERTIFICATIONS I, Gerald B. Shreiber, Chief Executive Officer of the Company, certify that: 1. I have reviewed this quarterly report on Form 10-Q of J & J Snack Foods Corp.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in the Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: January 22, 2003 /s/ Gerald B. Shreiber Chief Executive Officer CERTIFICATIONS I, Dennis G. Moore, Chief Financial Officer of the Company, certify that: 1. I have reviewed this quarterly report on Form 10-Q of J & J Snack Foods Corp.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in the Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: January 22, 2003 /s/ Dennis G. Moore Chief Financial Officer Exhibit 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of J & J Snack Foods Corp. (the "Company") on Form 10-Q for the quarter ended December 28, 2002 filed with the Securities and Exchange Commission (the "Report"), I, Gerald B. Shreiber, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the consolidated financial condition of the Company as of the dates presented and the consolidated result of operations of the Company for the periods presented. Dated: January 22, 2003 /s/ Gerald B. Shreiber Chief Executive Officer This certification has been furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and has not been filed as part of the Report or as a separate disclosure document. Exhibit 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of J & J Snack Foods Corp. (the "Company") on Form 10-Q for the quarter ended December 28, 2002 filed with the Securities and Exchange Commission (the "Report"), I, Dennis G. Moore, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the consolidated financial condition of the Company as of the dates presented and the consolidated result of operations of the Company for the periods presented. Dated: January 22, 2003 /s/ Dennis G. Moore Chief Financial Officer This certification has been furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and has not been filed as part of the Report or as a separate disclosure document.