8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July  23, 2012

J & J SNACK FOODS CORP.

(Exact name of registrant as specified in its charter)

New Jersey	0-14616	22-1935537
(State or Other	(Commission	(I.R.S. Employer
Jurisdiction of Organization)	File Number)	Identification No.)

6000 Central Highway, Pennsauken, NJ 08109

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (856) 665-9533

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

(  )      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

(  )      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

(  )      Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2(b))

(  )      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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ITEM 2.02.  RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS

On July 23, 2012, J & J Snack Foods Corp. issued a press release regarding its earnings for the third quarter of fiscal year 2012.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

Exhibit Number  Description of Document

99.1  Press Release dated July  23, 2012

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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 hereunto duly authorized.

J & J SNACK FOODS CORP.
By:	/s/ Gerald B. Shreiber
	Gerald B. Shreiber
	President

By:	/s/ Dennis G. Moore
	Dennis G. Moore
	Chief Financial Officer

Date:  July  23, 2012

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EXHIBIT INDEX

Exhibit Number  Description of Document

99.1  Press Release dated July  23, 2012

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EX-99.1

	Exhibit 99.1
IMMEDIATE RELEASE	Contact:	Dennis G. Moore
FOR:		Senior Vice President
		Chief Financial Officer

6000 Central Highway	(856) 532-6603
Pennsauken, NJ 08109

J & J SNACK FOODS

ANNOUNCES

SALES AND EARNINGS

Pennsauken, NJ, July 23, 2012 - - J & J Snack Foods Corp. (NASDAQ-JJSF) today announced sales and earnings for its third quarter and nine months ended June 23, 2012.

Sales for the third quarter increased 10% to $226.3 million from $206.3 million in last year’s third quarter. For the nine months ended June 23, 2012, sales increased 12% to $588.6 million from $524.7 million in the last year’s nine months.  Last year’s net earnings for the third quarter and the nine months included a $6.6 million gain on bargain purchase of a business.  Without the benefit of this one time gain last year, net earnings increased 12% to $18.7 million ($0.99 per diluted share) in this year’s quarter compared to $16.7 million ($0.89 per diluted share) last year and for the nine months, earnings increased 6% to $34.6 million ($1.83 per diluted share) from $32.5 million ($1.73 per diluted share) last year.

Last year’s reported net earnings, which included the $6.6 million gain, were $23.3 million ($1.24 per diluted share) for the quarter and $39.1 million ($2.08 per diluted share) for the nine months.

Operating income increased 10% to $29.9 million this year from $27.1 million in the year ago period for the quarter.  For the nine months, operating income increased 5% to $54.6 million from $52.0 million in the year ago period.

Gerald B. Shreiber, J & J’s President and Chief Executive Officer, commented, “All of our business groups contributed to our results for the period.  During the quarter, we completed the expansion of our Moscow Mills, MO and Carrollton, TX facilities.  We continue to make progress expanding our soft pretzel products, including rolls and Bavarian sticks into new venues.”

J & J Snack Foods Corp.’s principal products include SUPERPRETZEL, PRETZEL FILLERS and other soft pretzels, ICEE and  SLUSH PUPPIE frozen beverages, LUIGI’S, MAMA TISH’S, SHAPE UPS, and MINUTE MAID*  frozen juice bars and ices, WHOLE FRUIT sorbet and frozen fruit bars, MARY B’S biscuits and dumplings, DADDY RAY’S fig and fruit bars, TIO PEPE’S and CALIFORNIA CHURROS churros, THE FUNNEL CAKE FACTORY funnel cakes,  MRS. GOODCOOKIE, CAMDEN CREEK, COUNTRY HOME and READI-BAKE cookies, PATIO burritos and HAND FULLS and HOLLY RIDGE BAKERY filled handheld  products.  J & J has manufacturing facilities in Pennsauken, Bridgeport and Bellmawr, New Jersey; Scranton, Hatfield and Chambersburg, Pennsylvania; Carrollton, Texas; Atlanta, Georgia; Moscow Mills, Missouri; Pensacola, Florida; Colton, Vernon  and Norwalk, California; Holly Ridge, North Carolina; and Weston, Oregon.

*MINUTE MAID is a registered trademark of The Coca-Cola Company.

- more -

	Consolidated Statement of Operations (unaudited) (in thousands, except per share amounts)
	Three months ended						Nine months ended
	June 23,			June 25,			June 23,			June 25,
	2012			2011			2012			2011
Net Sales	$	226,335		$	206,328		$	588,575		$	524,691
Cost of goods sold		153,828			138,787			415,675			362,027
Gross Profit		72,507			67,541			172,900			162,664
Operating expenses
Marketing		19,892			18,462			54,955			51,404
Distribution		16,034			15,133			44,465			40,805
Administrative		6,873			6,355			19,158			17,890
Other general (income) expense		(183	)		530			(305	)		577
		42,616			40,480			118,273			110,676
Operating Income		29,891			27,061			54,627			51,988
Other income (expense)
Gain on bargain purchase of
a business		-			6,580			-			6,580
Investment income		397			251			1,132			694
Interest expense & other		11			(34	)		(32	)		(106	)
Earnings before
income taxes		30,299			33,858			55,727			59,156
Income taxes		11,627			10,532			21,147			20,077
NET EARNINGS	$	18,672		$	23,326		$	34,580		$	39,079
Earnings per diluted share	$	0.99		$	1.24		$	1.83		$	2.08
Weighted average number
of diluted shares		18,947			18,829			18,917			18,766
Earnings per basic share	$	0.99		$	1.25		$	1.83		$	2.10
Weighted average number of
basic shares		18,886			18,700			18,850			18,639

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	Consolidated Balance Sheets
	June 23, 2012		September 24, 2011
	(unaudited)
	(in thousands)
Cash & cash equivalents	$	109,481	$	87,479
Current marketable securities held to maturity		15,454		25,506
Other current assets		163,689		146,865
Property, plant & equipment, net		135,615		124,650
Goodwill		76,899		70,070
Other intangible assets, net		49,586		52,005
Marketable securities held to maturity		39,479		42,000
Other		3,256		2,241
Total	$	593,459	$	550,816
Current liabilities	$	87,519	$	75,848
Long-term obligations under capital leases		301		523
Deferred income taxes		41,024		41,050
Other long-term obligations		928		1,007
Stockholders’ equity		463,687		432,388
Total	$	593,459	$	550,816

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.  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.

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