J&J SNACK FOODS CORP
10-K, EX-13, 2000-12-20
COOKIES & CRACKERS
Previous: J&J SNACK FOODS CORP, 10-K, 2000-12-20
Next: J&J SNACK FOODS CORP, 10-K, EX-22, 2000-12-20









                            J & J SNACK FOODS CORP.

                              2000 ANNUAL REPORT

                               TO SHAREHOLDERS























                                     21








       J&J Snack Foods
       6000 Central Highway
       Pennsauken, NJ  08109
       (856) 665-9533
       www.jjsnack.com

       More Products, for More People, in More Places...Every Day


       2000 ANNUAL REPORT



       FINANCIAL HIGHLIGHTS
                                     Fiscal year ended in September
                                (In thousands, except per share data)
                              2000      1999      1998      1997      1996
       Net Sales            $321,112  $288,439  $262,390  $220,318  $186,018
       Net Earnings           $9,968   $14,264   $11,850    $8,159    $5,843
       Total Assets         $220,039  $213,680  $213,261  $136,827  $123,128
       Long-Term Debt        $42,481   $34,660   $48,199    $5,028    $5,010
       Stockholders' Equity $133,274  $131,169  $119,681  $105,904   $96,708
       Common Share Data
       Earnings Per
         Diluted Share         $1.10     $1.50     $1.26      $.91      $.65
       Earnings Per
         Basic Share           $1.13     $1.58     $1.32      $.93      $.65
       Book Value Per Share   $15.64    $14.57    $13.25    $11.97    $11.05
       Common Shares Outstanding
         At Year End           8,522     9,000     9,036     8,850     8,749



       CONTENTS
       President's Letter      1
       2000 in Review          3
       Soft Pretzels           4
       Frozen Beverages        6
       Frozen Desserts         8
       More Snacks            10
       Family of Brands       12
       Financial Information  13
       Corporate Information  29



       PRESIDENT'S LETTER

       Last year in my President's Letter I opened with the comment "By most
       any standards, 1999 was a terrific year for J&J Snack Foods Corp...we
       achieved record sales and earnings were the highest in our history."
       Just as we were pleased to report and share with you (with unabashed
       pride) our previous year's record results, it is with disappointment but
       candidness that I remark on our fiscal year 2000 results.  While our
       sales grew over 11% to a record $321 million, this, nonetheless, fell
       short of our budgeted plans.  This shortfall, together with a
       combination of other unrelated factors, resulted in net earnings falling
       30% to $9,968,000 and EPS declining 27% to $1.10.  The best way to deal
       with difficult questions is to confront them head on with decisiveness
       and honesty.

       Q. What happened this year and why?

       A. Some of our core business products suffered from sluggish sales.  In
       addition, manufacturing problems related to the start-up of our MINUTE
       MAID brand licensed products at our frozen dessert plant in Scranton, PA
       caused both shortfalls in production and increased costs.  Additionally,
       cooler than normal summer weather in the Northeast caused disappointing
       sales for our ICEE subsidiary and frozen dessert products.  We also took
       a substantial one-time charge related to accounts receivable from movie
       theater chains and wrote down certain real estate assets.  On a positive
       note, we did increase sales by 11%, and we believe that the factors
       contributing to our decline in earnings have been corrected.

       Q. What are you doing to address sluggish sales of soft pretzels?

       A. Plenty!  Although we are disappointed with soft pretzel sales to
       certain individual specialty markets, we are in the process of
       addressing this with new and improved product entries--including some
       exciting, newly created "first of its kind" filled soft pretzel
       varieties that have been developed by our R&D staff.

       Q. What can we expect for next year and the future?

       A. Better than this year!  A lot better.  Sales will be higher, but more
       importantly, our commitment and belief is very strong.  We expect to
       achieve strong increases in sales and earnings for fiscal 2001 and
       beyond.  The business strategy is essentially the same...niche products;
       low cost producer; strong sales and marketing.  Complement those ideals
       with strategic alliances and partnerships with world-class companies,
       and we have a continuing recipe for success.
       Our portfolio of brands includes category leaders like SUPERPRETZEL,
       ICEE, TIO PEPE'S churros, LUIGI'S Italian ice, MINUTE MAID frozen
       desserts and fast growing new additions, like MRS. GOODCOOKIE and CAMDEN
       CREEK ready-to-bake cookie dough.  Really, there is no other company
       quite like us.  We are a one-of-a-kind company, participating in both
       the snack and beverage industries...with equity, value and leadership in
       strong brands.

       Q. How about acquisitions?

       A. Over the years, we have grown both organically and from acquisitions.
       If an acquisition expands our sales and distribution and provides
       complementary and synergistic value, it is certainly worth considering.
       Our very recent acquisition of Uptown Bakeries in November 2000, a
       manufacturer providing fresh bakery products such as bagels, donuts,
       fancies, muffins and soft pretzels, fits those criteria.  It's important
       -- make that critical -- that we make acquisitions fit properly and
       provide resources to the acquired company resulting in an overall
       improvement to the J&J Snack Foods organization.

       Q. How can you market your products better given the competitiveness and
       the consolidation of the markets?

       A. By creating more value for the trade, and ultimately, the final
       consumer.  By marketing better, improving point-of-sale materials as
       well as dispensing and merchandising equipment, and expanding our
       distribution alternatives in both frozen and fresh channels.  We are
       learning that the sales and distribution systems that are in place can
       be diversified and improved by listening, learning and reacting.  And
       there is a wealth of technology being created to advance our
       manufacturing and distribution capabilities.

       Q. Will the Company continue to repurchase shares?

       A. We believe J&J Snack Foods is undervalued and a great investment by
       any comparable standard.  The Company plans to continue to repurchase
       shares as available.

       Q. How do you care to sum up?

       A. We believe we are a terrific company with hard working, talented,
       dedicated people.  We have an excellent customer base and expanding
       product lines and marketplaces.  The foundation is in place to have a
       banner year and we plan on delivering!



       2000 IN REVIEW

       Consumer enthusiasm over the years has made J&J Snack Foods Corp. a
       leader in the manufacturing, marketing and distribution of an expanding
       variety of nutritional, popularly priced, niche snack foods and
       beverages.  During fiscal year 2000 we continued to expand our snack
       food and beverage business, allowing us to bring more products to more
       people in more places every day.

       J&J's expanding 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.  They are available to the food service and retail supermarket
       industries at tens-of-thousands of locations... and growing.

       Our two business segments, Snack Foods -- which includes Food Service,
       Retail Supermarket, Bakery and our Restaurant Group -- and Frozen
       Beverages achieved record sales growth this past year and remain
       dedicated to the ongoing health, vibrancy and evolution of the Company.

       * The cornerstone of J&J Snack Foods, our Food Service division,
       continues to play a vital role in the Company's growth.  This fiscal
       year saw an increase of 4% in sales due in part to a greater focus on a
       broader product mix and the expansion of our branded frozen cookie dough
       business.

       * The growth trend that the Retail Supermarket division established in
       1999 continued its momentum this fiscal year in large part due to
       exciting, new product introductions in frozen desserts. Total sales were
       up a sharp 29%.

       * J&J's Los Angeles-based West Coast Bakery division saw sales rise 9%
       as it continues to sell more and more commercial bakery goods.

       * And our Restaurant Group, which operates our chain of retail stores,
       generated an increase of 1% in sales during fiscal year 2000 as well.

       * Our Frozen Beverage business, driven by the ICEE brand, had an
       impressive performance in fiscal 2000 posting a double-digit sales
       increase of 14%. Our strengthened partnership with The Coca-Cola Company
       was a contributing factor.

       Overall, 2000 was a solid growth year for J&J Snack Foods... a year of
       maintaining and building momentum in each of our niche product
       categories: soft pretzels, frozen beverages, frozen desserts and our
       other popular snacks.  As we approach our 30th anniversary next year, we
       continue to search for new ways to delight our loyal fans so we can
       bring them even more products to more places in the days to come.


       SOFT PRETZELS

       J&J's flagship soft pretzel brand, SUPERPRETZEL, remained the clear
       category leader in fiscal 2000 despite the fact that our overall pretzel
       business was somewhat flat.  SUPERPRETZEL, America's Favorite Soft
       Pretzel, is a good-for-you snack that is perfect for today's busy,
       health-conscious lifestyles.  They're convenient, portable, low fat and
       above all, great tasting!

       To stimulate sales across this all-important product line, we're
       developing new marketing, promotional and merchandising initiatives for
       fiscal 2001.

       The everywhere snack

       SUPERPRETZEL soft pretzels are enjoyed by consumers of all ages at tens-
       of-thousands of high-traffic locations across the country.  They're
       being munched in malls; snapped up at snack bars and supermarkets; and
       carried out of chain, convenience and warehouse club stores.

       They're in the hands of cheering fans at sports arenas; a family treat
       at amusement, leisure and theme parks; part of the show at movie
       theatres; and always a favorite snack at home or at school.

       In fact, the SUPERPRETZEL brand is virtually everywhere.  And that's
       exactly where it should be.

       Not just a pretzel anymore

       To maintain SUPERPRETZEL's leadership position and meet growing consumer
       demand, we continue to focus on new soft pretzel shapes, sizes and
       flavors.

       SUPERPRETZEL soft pretzels are even more popular in schools since we've
       introduced custom shapes such as shamrocks, hearts and pumpkins, which
       create seasonal promotions.  They provide students with a fun, great
       tasting menu change -- while also satisfying bread requirements for the
       U.S.D.A. National School Lunch/Breakfast Program.

       SUPERPRETZEL SOFT PRETZEL BITES, a bite-size version that's perfect for
       parties, and SUPERPRETZEL SOFTSTIX, cheese-filled soft pretzel sticks,
       are two examples of our innovative soft pretzel line extensions.  New
       initiatives to reformulate and expand our line of gourmet soft pretzel
       offerings are already under way.

       Merchandising means business

       At retail snack bars, where merchandising is everything, we continue to
       roll out Project 2000.  This new display case retrofits existing
       SUPERPRETZEL merchandising units with eye-catching graphics to increase
       visibility, enhance brand recognition and stimulate impulse purchases.

       Strong partnerships in-store

       The SUPERPRETZEL brand remains soft pretzel king of the crowded
       supermarket freezer case, with overall retail sales rising 7% in fiscal
       2000.  One key contributor was SUPERPRETZEL SOFTSTIX -- which combine
       our soft pretzels with KRAFT* cheese filling -- delivering a huge 40%
       gain through increased sales and distribution.

       Successful promotions with complementary leading brands such as Cheez
       Whiz** and French's*** mustard, which highlighted increased consumer
       usage of dips and toppings, also helped increase sales.  And now,
       Canadian supermarket shoppers can purchase SUPERPRETZEL soft pretzels,
       too!

       Our Restaurant Group, which operates BAVARIAN PRETZEL BAKERY and PRETZEL
       GOURMET retail stores in the Mid-Atlantic states, saw a modest sales
       increase for fiscal 2000. This division also developed and opened two
       new expanded menu snack bar concepts:  TREAT ZONE in malls and Cafe
       Roebucks in Sears stores.

       * KRAFT and the KRAFT logo are registered trademarks owned and licensed
       by Kraft Foods, Inc.

       ** Cheez Whiz is a registered trademark of Kraft Foods, Inc.

       *** French's is a registered trademark of Reckitt Benckiser.


       FROZEN BEVERAGES

       It was another cool year for The ICEE Company, the world's largest
       distributor of frozen beverages, which experienced a solid sales
       increase of 14% in fiscal 2000.  Very cool, indeed!  The ICEE brand is
       available throughout the U.S., Canada and Mexico.  ARCTIC BLAST and
       other signature brands are also available.

       Kids of all ages absolutely love our carbonated and uncarbonated semi-
       frozen beverages.  These refreshing drinks are served from our
       proprietary dispensing equipment and can be enjoyed by sipping through a
       straw or eating with a spoon.  And today, consumers are enjoying them at
       over 19,000 food service locations nationwide, many of which also offer
       our SUPERPRETZEL soft pretzels and other snack food products... a
       sensational combination!  Our mascots, JJ SUPERPRETZEL and ICEE BEAR,
       agree.

       A world-class partnership

       We are delighted to report that our long-term marketing agreement with
       The Coca-Cola Company continues to grow.  During fiscal 2000, we
       installed an additional 3,500 frozen carbonated beverage machines in
       Burger King* locations nationwide, completing this rollout of the
       national program to 7,500 locations.

       Under this partnership, The ICEE Company, Coca-Cola's primary
       infrastructure partner, provides the ongoing service of the dispensing
       equipment while The Coca-Cola Company provides the syrup.  It's a
       perfect blend of The ICEE Company's operational and service system
       expertise and the marketing power of Coca-Cola**.  We are excited with
       the opportunity to develop and execute additional beverage programs as a
       partner with The Coca-Cola Company for the future.

       Advancing the vision and opportunities

       We continue to place ICEE machines in high-traffic locations where
       people have a thirst for a cold, delicious beverage.  In fiscal 2000, we
       installed an additional 1,400 frozen beverage machines in food service
       locations, plus more than 500 SMOOTHEE BY ICEE machines in schools
       nationwide.

       Behind the scenes, we're working to ensure that every machine is 100%
       reliable and ready to delight every customer.  Our nationwide network of
       branches and service technicians continues to perform this vital task
       more effectively each year, thanks to strong support from our
       centralized state-of-the-art Customer Service Center.

       We've also moved several high-volume accounts to direct store
       distribution, providing faster access to equipment and ingredients while
       more efficiently executing promotional opportunities.

       Icing the trends

       Look around, and the trends are clear:  People everywhere are flocking
       to juice bars, coffee bars and in-store snack bars.  And The ICEE
       Company is there to put these trends on ice.

       Last year, three exciting new frozen uncarbonated beverages were added
       to the ICEE family.

       SMOOTHEE BY ICEE is made with real fruit juice, and is available in
       popular fruit flavors.  This healthy and refreshing new taste is
       receiving high grades in a number of schools, and is being tested in
       supermarket snack bars.  JAVA FREEZE, a frozen delight in gourmet coffee
       flavors, is available at snack bars and other locations.  And, FROZEN
       COCKTAILS, created expressly for adults to enjoy, is a perfect fit for
       sports and entertainment venues.

       And the future is shaping up to be even cooler.

       * Burger King is a registered trademark of Burger King Corporation.

       ** "Coca-Cola" is a trademark of The Coca-Cola Company.


       FROZEN DESSERTS

       Fiscal 2000 brought continued growth and exciting developments in our
       Frozen Desserts division through new product introductions and strategic
       partnerships.  Our LUIGI'S, SHAPE UPS, ICEE and MAMA TISH'S brands have
       been joined by MINUTE MAID* and HI-C*, high-visibility consumer
       favorites.

       Got a minute for some great news?

       The year's most important event:  A long-term partnership with The
       Minute Maid Company.

       "We are excited to be partnering with J&J Snack Foods, an industry
       leader, who will market MINUTE MAID and HI-C frozen dessert products to
       all trade and consumer channels," said Gary Poos, Vice President, New
       Channel Activation, The Minute Maid Company.

       This groundbreaking agreement helped sales in our Food Service division
       to grow by 7% in fiscal 2000.  This strategic alliance gives J&J the
       exclusive rights to manufacture, sell and distribute a dynamic new line
       of MINUTE MAID and HI-C frozen juice products.  Both nationally
       recognized brands are hits among kids and adults alike and J&J will
       benefit from their broad consumer acceptance and marketing support.

       Available in cups, tubes or m-paks, MINUTE MAID Soft Frozen Lemonade and
       HI-C Frozen Fruit Bars are delicious, refreshing new treats available to
       cool off consumers at numerous food service locations... sports venues,
       leisure and theme parks and club stores.  And sports fans everywhere
       helped make sales of MINUTE MAID Soft Frozen Lemonade cups at stadiums
       and sports arenas extremely successful this fiscal year.  How cool is
       that!?!

       Welcome to the club

       Our new MINUTE MAID and HI-C products were also part of our strong sales
       story in warehouse club stores nationwide.  These new products felt
       right at home next to our other successful brands, LUIGI'S Real Italian
       Ice, MAMA TISH'S Italian Ice and ICEE Squeeze Tubes, which all continue
       to perform well in this important channel.

       New school ties

       Our SHAPE UPS frozen juice bars continue to be a favorite with students
       everywhere.  SHAPE UPS carry the Child Nutrition (CN) Label and satisfy
       juice requirements for the U.S.D.A. National School Lunch/Breakfast
       Program.  After all, they're made with real fruit juice.  And SHAPE UPS
       are also benefiting from themed school promotions tied in with other
       wholesome J&J food service products, including SUPERPRETZEL soft
       pretzels and CAMDEN CREEK cookies.  These tasty treats are one of the
       most popular combos in the lunchroom.

       Resounding retail results

       Overall retail supermarket sales of frozen desserts increased by a
       whopping 61% in fiscal 2000!  Credit goes to four new product
       introductions:

       MINUTE MAID Juice Bars, MINUTE MAID Soft Frozen Lemonade and HI-C Frozen
       Fruit Bars were launched nationally and have staked their claim in the
       freezer case.  ICEE Squeeze Tubes, which capture the carbonated fizz and
       taste of a traditional ICEE drink, were successfully introduced to test
       markets last year and were rolled out on a national basis during fiscal
       2000.  These frozen treats, available in two variety packs, are further
       enhancing the high brand awareness and equity of the ICEE name among
       consumers of all ages.

       Sales of LUIGI'S Real Italian Ice, like other frozen novelty products,
       saw a slight decline due in part to a cool, rainy summer in the
       Northeast.

       With our exciting new product line extensions and hopes for warmer
       weather, sales for all our frozen dessert products look hot for 2001!

       * "MINUTE MAID" and "HI-C" are registered trademarks of The Coca-Cola
       Company.


       MORE SNACKS

       Yes... there's more! J&J also produces other niche snack foods,
       including cookies, churros, funnel cakes and other bakery goods.

       Sunny times on the West Coast

       Our Los Angeles-based West Coast Bakery put in a golden performance in
       fiscal 2000, with sales increasing by 9%.  Credit goes to our frozen
       cookie dough, commercial baking ingredients and contract private label
       products, including organically certified baked goods.  And,
       manufacturing efficiencies continue to improve as a result of capital
       expenditures on automated equipment.

       Monster performance in cookies

       Awesome!  That's the word for J&J's Food Service branded cookie
       business, where sales increased 63% for the year.  This phenomenal
       performance was led by sales of our frozen cookie dough, under the
       brands MRS. GOODCOOKIE and CAMDEN CREEK.

       Our recipe for success contains several ingredients.  First, fiscal 2000
       saw new product entries and reformulations.  Second, we expanded
       distribution nationwide.  Third, we added several significant new
       customers.  Fourth, we introduced an updated heated cookie display case.
       And fifth, we began production at an East Coast manufacturing facility
       to meet increased demand while creating production and distribution
       efficiencies.

       Blend it all together, and you've got some real treats in the corporate
       cookie jar.

       TIO PEPE'S... broadening its appeal

       Another of our niche products, TIO PEPE'S churros, (crispy, cinnamon
       doughnut-like snacks sold to both the food service and retail
       marketplaces) has been gradually gaining popularity across the country
       -- and in international markets.  To further support that effort, we've
       recently placed a sales person in the Asia-Pacific region; a move that
       has already begun to stimulate increased sales of our churros products
       in that part of the world.

       While we experienced a modest decline in overall churros sales this
       year, TIO PEPE'S fruit-filled churros are experiencing growth in both
       schools and leisure accounts.  They are popular for school food service
       as they satisfy both bread and fruit requirements for the U.S.D.A.
       National School Lunch/Breakfast Program.

       Funnel cakes are always fun

       No need to sugar-coat these results:  Our food service funnel cake
       business enjoyed another strong year, with a sales growth of 18%.

       THE FUNNEL CAKE FACTORY brand offers a unique line of frozen, pre-
       cooked, pre-shaped funnel cakes that are easy to prepare.  They're also
       available as a make-your-own dry mix.

       Concessionaires love watching their dough rise as funnel cakes continue
       to attract hungry customers at theme and leisure parks, stadiums, arenas
       and special events.  And because our funnel cakes meet bread standards
       for the U.S.D.A. National School Lunch/Breakfast Program, sales are also
       increasing in the school food service market.

       As J&J begins fiscal year 2001, we remain committed to bringing even
       more products to more people, in more places... every day.


       JJ Snack Foods
       FAMILY OF BRANDS


       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 2000 (53 weeks) Compared to Fiscal 1999 (52 weeks)
       Net sales increased $32,673,000 or 11% to $321,112,000 in fiscal 2000
       from $288,439,000 in fiscal 1999.

       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 $4,978,000 or 4% to
       $118,185,000 in fiscal 2000.  Soft pretzel sales to the food service
       market decreased 2% to $60,309,000 due primarily to lower unit sales to
       two customers.  Churro sales decreased 8% to $11,162,000 due primarily
       to decreased unit sales to two customers.  Frozen juice bar and ices
       sales increased 7% to $29,014,000. Sales of the Company's MINUTE MAID*
       brand licensed products accounted for the frozen juice bars and ices
       sales increase.  Sales of cookies to food service customers increased
       $4,471,000, or 63%, to $11,597,000 for the year due to the acquisition
       of the Camden Creek Bakery cookie business and increased unit sales.

       * Minute Maid is a registered trademark of the Coca-Cola Company.

       Sales of products to retail supermarkets increased $12,597,000 or 29% to
       $56,526,000 in fiscal 2000. Total soft pretzel sales to retail
       supermarkets were $25,721,000, an increase of 7% from fiscal 1999.
       Sales of our flagship SUPERPRETZEL brand soft pretzels, excluding
       SOFTSTIX, increased 3% to $19,340,000.  An advertising program which
       began in last year's first quarter helped boost year ago pretzel sales.
       SOFTSTIX sales increased $1,203,000 or 40% to $4,234,000 from the
       previous year. Sales of frozen juice bars and ices increased $10,949,000
       or 61% to $28,822,000 in 2000 from $17,873,000 in 1999 due primarily to
       the introduction of the Company's MINUTE MAID brand licensed products.
       Bakery sales increased $2,503,000 or 9% to $29,408,000 in fiscal 2000
       due to increased unit sales across our customer base.  Sales of our
       Bavarian Pretzel Bakery increased 1% to $12,822,000 for the year.

       Frozen Beverages

       Frozen beverage and related product sales increased $12,422,000 or 14%
       to $104,171,000 in fiscal 2000.  Beverage sales alone increased 12% to
       $88,421,000 for the year and gross profit on beverage sales increased
       8%, or $4,694,000 for the year. Service and lease revenue increased
       $4,378,000 for the year.

       Consolidated

       Gross profit decreased to 52% of sales in 2000 from 53% of sales in
       1999.  The gross profit percentage decrease is primarily attributable to
       cost overruns during start up manufacturing of our MINUTE MAID brand
       licensed products which was begun during the Company's second quarter,
       lower food service pretzel and churro sales, and lower gross profit
       percentages of the increased service and lease revenue of our frozen
       beverage business.

       Total operating expenses increased $19,510,000 to $148,023,000 in fiscal
       2000 and as a percentage of sales increased to 46% in 2000 from 45% in
       1999.  Marketing expenses increased to 32% of sales in fiscal 2000 from
       30% in 1999 due to increased depreciation expense of frozen beverage
       dispensers, increased payroll and vehicle costs for the servicing of
       frozen beverage dispensers and establishing of reserves for trade
       receivables from movie theatre chains. Distribution expenses decreased
       less than one percent to 9% of sales in 2000.  Administrative expenses
       were 4% of sales in both fiscal 2000 and 1999.

       Operating income decreased $6,151,000 or 25% to $18,812,000 in fiscal
       2000.

       Without the impact of reserving for accounts receivable from  movie
       theatre chains, operating income would have decreased $5,098,000 or 20%
       to $19,865,000 in fiscal 2000.

       Interest expense decreased $469,000 to $2,755,000 in fiscal 2000 due to
       lower debt levels.

       Sundry expense increased $1,058,000 to $643,000 in 2000 compared to
       sundry income of $415,000 in 1999 primarily because of the writedown to
       its net realizable value of property held for sale in 2000.

       The effective income tax rate was 37% in both fiscal 2000 and fiscal
       1999.

       Net earnings decreased $4,296,000 or 30% in fiscal 2000 to $9,968,000 or
       $1.10 per fully diluted share.

       Without the impact of reserving for the trade receivables from movie
       theatre chains and the writedown of the property held for sale, net
       earnings in 2000 would have been $11,158,000 or $1.23 per diluted share.

       Fiscal 1999 (52 weeks) Compared to Fiscal 1998 (52 weeks)

       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 frozen juice bars and ices increased $2,835,000 or 19% to
       $17,873,000 in 1999 from $15,038,000 in 1998 due, in part, to the
       introduction of ICEE Squeeze Tubes.

       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.

       Consolidated

       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 1U4 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.


       ACQUISITIONS, LIQUIDITY AND CAPITAL RESOURCES

       On November 20, 2000, the Company acquired the assets of Uptown Bakeries
       for cash.  Uptown Bakeries, located in Bridgeport, NJ, sells fresh
       bakery products to the food service industry with approximate annual
       sales of $17,000,000.

       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 had incurred approximately $50 million of debt to complete the
       acquisition. The following are the unaudited pro forma results of
       operations for the fiscal year 1998 assuming the above had occurred at
       the beginning of that fiscal year (in thousands except per share
       amounts):

                                     1998
       Sales                      $268,390
       Net Earnings                $11,346
       Earnings per diluted share    $1.21

       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 future expected operating cash flow along with its
       borrowing capacity are its primary sources of liquidity.  The Company
       believes that these sources are sufficient to fund future growth and
       expansion.

       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 decreases of $15,000 and $285,000 in accumulated
       comprehensive income (loss) for the 2000 and 1998 fiscal years,
       respectively and an increase of $93,000 in the 1999 fiscal year. In
       2000, sales of the Mexican subsidiary were $2,967,000 as compared to
       $2,475,000 in 1999.

       In fiscal year 2000, the Company purchased and retired 614,000 shares of
       its common stock at a cost of $9,834,000. Under a buyback authorization
       approved by the Board of Directors in December 1999, 386,000 shares
       remain to be purchased at September 30, 2000.

       Subsequent to September 30, 2000 and prior to the issuance of these
       financial statements, the Company refinanced its unsecured term loan and
       its general-purpose bank credit line.  Outstanding balances under these
       facilities were $18,000,000 and $21,000,000 at September 30, 2000,
       respectively.  Accordingly, the Company has classified only $2,000,000
       of the unsecured term note as short-term based on the refinanced
       arrangements.  The new agreement provides for up to a $75,000,000
       revolving credit facility repayable in three years, with the
       availability of repayments without penalty.  The new agreement contains
       restrictive covenants and requires commitment fees in accordance with
       standard banking practice.

       In June 1998, Statement of Financial Accounting Standards (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. In June 2000, SFAS 138
       was issued, "Accounting for Certain Derivative Instruments and Certain
       Hedging Activities, an amendment of SFAS 133."  SFAS 133, as amended by
       SFAS 138, requires that all derivative instruments be recorded on the
       balance sheet at their respective fair values.  Changes in the fair
       value of derivatives are recorded each period in current earnings or
       other comprehensive income, depending on the designation of the hedge
       transaction.  The Company will adopt SFAS 133, as amended by SFAS 138,
       in the first quarter of fiscal year 2001. Based on the Company's minimal
       use of derivatives at the current time, management does not anticipate
       the adoption of this standard to have a significant impact on earnings
       or financial position of the Company.  However, the impact from adopting
       SFAS No. 133, as amended by SFAS 138, will depend on the nature and
       purpose of the derivatives instruments in use by the Company at that
       time.

       In September 2000, the Emerging Issues Task Force reached a consensus on
       Issue 00-10, "Accounting for Shipping and Handling Fees and Costs"
       (Issue 00-10).  Issue 00-10 requires that all amounts billed to
       customers related to shipping and handling should be classified as
       revenues.  In addition, Issue 00-10 specifies that the classification of
       shipping and handling cost is an accounting policy decision that should
       be disclosed pursuant to Accounting Principles Board (APB) No. 22,
       "Disclosure of Accounting Policies."  The Company's product costs
       includes amounts for shipping and handling, therefore, it charges its
       customers shipping and handling fees at the time the products are
       shipped or when its services are performed.  The cost of shipping
       products to the customer is recognized at the time the products are
       shipped to the customer and is included in Distribution expenses.
       Accordingly, this consensus opinion had no effect on the Company's
       current and previous classifications.

       In December 1999, the Securities and Exchange Commission issued Staff
       Accounting Bulletin No. 101, Revenue Recognition in Financial Statements
       (SAB 101) which addresses certain criteria for revenue recognition.  SAB
       101, as amended by SAB 101A and SAB 101B, outlines the criteria that
       must be met to recognize revenue and provides guidance for disclosures
       related to revenue recognition policies.  The Company must implement any
       applicable provisions of SAB 101 no later than the first quarter of
       fiscal year 2001.  Management believes the Company's revenue recognition
       policies comply with the guidance contained in SAB 101 and, therefore,
       the Company's results of operations will not be materially affected.

       Fiscal 2000 Compared to Fiscal 1999

       There were no short-term investments held to maturity at September 30,
       2000 as compared to $924,000 at September 25, 1999 because the
       investment matured during fiscal year 2000.

       Trade receivables increased $1,564,000 or 5% to $32,968,000 in 2000
       primarily due to receivables generated from sales of the Company's
       MINUTE MAID brand licensed products, introduced in fiscal year 2000.
       Inventories increased $5,286,000 or 33% to $21,473,000 in 2000 primarily
       because of the introduction of the MINUTE MAID brand licensed products,
       parts required to service frozen beverage dispensers in over 7,000
       Burger King* restaurants and the start up of cookie manufacturing on the
       East Coast.

       * Burger King is a registered trademark of Burger King Corporation.

       Property, plant and equipment increased $29,071,000 to $261,324,000
       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 capability at the
       Company's manufacturing facilities.

       Goodwill, trademarks and rights, net of accumulated amortization
       decreased $2,053,000 to $48,768,000 due to amortization.

       Accounts payable and accrued liabilities increased $1,951,000 in 2000
       from $31,690,000 in 1999 due primarily to increased levels of business.

       Current maturities of long-term debt decreased by $6,028,000 to
       $2,186,000 and long-term debt, less current maturities, increased by
       $7,821,000 to $42,481,000 because of the reclassification of debt due
       under an unsecured term loan and a general-purpose bank credit line
       which was refinanced subsequent to September 30, 2000 and prior to the
       issuance of these financial statements.

       Deferred income taxes increased by $638,000 to $8,340,000 which related
       primarily to disposals and depreciation of property, plant and
       equipment.

       Common stock decreased $7,848,000 in 2000 to $28,403,000 because of the
       repurchase and retirement of 614,000 shares of common stock, net of the
       exercise of incentive stock options and stock issued under the Company's
       stock purchase plan for employees.

       Net cash provided by operating activities decreased $11,162,000 to
       $37,206,000 in 2000 primarily due to decreased net earnings, and
       increases in trade receivables and inventories.

       Net cash used in investing activities increased $6,464,000 to
       $35,083,000 in 2000 primarily due to increased purchases of property,
       plant and equipment.

       Net cash used in financing activities decreased $10,319,000 in 2000 to
       $6,689,000 from $17,008,000 in 1999.  The decrease of $10,319,000 was
       the result of an increase in borrowings in 2000 of $1,793,000 compared
       to a net paydown of $13,748,000 in 1999 caused by an increase of
       $4,209,000 in payments to repurchase common stock in addition to the
       aforementioned reduction in net cash provided by operating activities
       and the increase in net cash used in investing activities.

       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.


       CONSOLIDATED STATEMENTS OF EARNINGS

                                          Fiscal year ended
                                 September 30, September 25, September 26,
                                       2000         1999       1998
                                   (in thousands, except per share amounts)
                                    (53 weeks)  (52 weeks)  (52  weeks)
       Net sales                      $321,112    $288,439   $262,390
       Cost of goods sold              154,277     134,963    126,812
            Gross profit               166,835     153,476    135,578
       Operating expenses
            Marketing                  103,606      86,809     77,385
            Distribution                30,096      28,066     24,846
            Administrative              11,470      10,668     10,072
            Amortization of intangibles
             and deferred costs          2,851       2,970      2,814
                                       148,023     128,513    115,117
                 Operating income       18,812      24,963     20,461
       Other income (expenses)
            Investment income              409         487        573
            Interest expense            (2,755)     (3,224)    (3,033)
            Sundry                        (643)        415        808
                                        (2,989)     (2,322)    (1,652)
                 Earnings before
                  income taxes          15,823      22,641     18,809
       Income taxes                      5,855       8,377      6,959
                 NET EARNINGS           $9,968     $14,264    $11,850
       Earnings per diluted share        $1.10       $1.50      $1.26
       Weighted average number of
        diluted shares                   9,063       9,530      9,368
       Earnings per basic share          $1.13       $1.58      $1.32
       Weighted average number of
        basic shares                     8,819       9,025      8,947

       The accompanying notes are an integral part of these statements.


       CONSOLIDATED BALANCE SHEETS
                                                   September 30, September 25,
                                                        2000        1999
                                           (in thousands, except share amounts)
       Assets
       Current Assets
            Cash and cash equivalents                   $1,379    $5,945
            Receivables
                 Trade, less allowances of
                      $1,573 and $806, respectively     32,968    31,404
                 Other                                     658       477
            Inventories                                 21,473    16,187
            Prepaid expenses and other                   1,418     2,054
                      Total current assets              57,896    56,067
       Property, Plant and Equipment, at cost          261,324   232,253
            Less accumulated depreciation
             and amortization                          152,155   130,292
                                                       109,169   101,961
       Other Assets
            Goodwill, trademarks and rights,
             less accumulated amortization of
             $11,423 and $11,406, respectively          48,768    50,821
            Long-term investment securities
             held to maturity                            1,620     1,925
            Sundry                                       2,586     2,906
                                                        52,974    55,652
                                                      $220,039  $213,680

       Liabilities and Stockholders' Equity

       Current Liabilities
            Current maturities of long-term debt        $2,186    $8,214
            Accounts payable                            24,913    23,272
            Accrued liabilities                          8,728     8,418
                 Total current liabilities              35,827    39,904
       Long-Term Debt, less current maturities          42,481    34,660
       Deferred Income Taxes                             8,340     7,702
       Other long-term liabilities                         117       245
       Stockholders' Equity
       Preferred stock, $1 par value; authorized,
            5,000,000 shares; none issued                    -         -
       Common stock, no par value; authorized, 25,000,000 shares;
            issued and outstanding, 8,522,000 and
            9,000,000 respectively                      28,403    36,251
       Accumulated other comprehensive income           (1,616)   (1,601)
       Retained earnings                               106,487    96,519
                                                       133,274   131,169
                                                      $220,039  $213,680

       The accompanying notes are an integral part of these statements.


       CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                Accumulated
                                Other
            Common Stock         Comprehensive    Retained
            Comprehensive
                              Shares  Amount   Loss   Earnings   Total   Income
                                               (in thousands)

Balance at September 28, 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
  Issuance of common stock upon
    exercise of stock options    118   1,688       -         -    1,688
  Issuance of common stock for
    employee stock purchase plan  18     298       -         -      298
  Foreign currency translation
    adjustment                     -       -     (15)        -      (15)   $(15)
  Repurchase of common stock    (614) (9,834)      -         -   (9,834)
  Net earnings for the fiscal year
    ended September 30, 2000       -       -       -     9,968    9,968   9,968
  Comprehensive Income             -       -       -         -        -  $9,953
Balance at September 30, 2000  8,522 $28,403 $(1,616) $106,487 $133,274

       The accompanying notes are an integral part of these statements.


       CONSOLIDATED STATEMENTS OF CASH FLOWS

                                               Fiscal year ended
                                September 30,    September 25,   September 26,
                                       2000             1999            1998
                                                (in thousands)
                                    (53 weeks)      (52 weeks)      (52 weeks)
       Operating activities:
         Net earnings                  $9,968         $14,264          $11,850
           Adjustments to reconcile
             net earnings to net cash
             provided by operating
             activities:
               Depreciation and
                 amortization of fixed
                 assets                26,947          24,179           21,807
               Amortization of intangibles
                 and deferred costs     3,435           3,459            3,352
               Losses from disposals
                 and writedowns of
                 property and equipment   830             168              306
               Increase (decrease)
                 in deferred income taxes 638           3,315            1,007
               Changes in assets and
                 liabilities, net of
                 effects from purchase
                 of companies:
                   (Increase) decrease
                      in accounts
                      receivable       (1,783)          2,609           (6,378)
                   (Increase) decrease
                      in inventories   (4,997)            700              958
                   (Increase) in pre-
                      paid expenses
                      and other          (288)             52              (48)
                   Increase (decrease)
                      in accounts payable
                      and accrued
                      liabilities       2,456            (378)            4,325
               Net cash provided by
                 operating activities  37,206          48,368            37,179

       Investing activities:
         Purchases of property,
           plant and equipment        (34,928)        (26,606)          (31,803)
         Payments for purchases
           of companies, net of
           cash acquired and
           debt assumed                (1,280)         (2,336)          (14,813)
         Proceeds from invest-
           ments held to maturity       1,229             255               190
         Proceeds from invest-
           ments available for sale         -               -               495
         Proceeds from disposal
           of property and equipment      428             518             1,000
         Other                           (532)           (450)             (201)
           Net cash used in investing
             activities               (35,083)        (28,619)          (45,132)

       Financing activities:
         Proceeds from borrowings      11,000           4,000            56,150
         Proceeds from issuance of
           common stock                 1,352           2,365             2,125
         Payments to repurchase
           common stock                (9,834)         (5,625)                -
         Payments of long-term debt    (9,207)        (17,748)          (48,519)
           Net cash (used in) provided
             by financing activities   (6,689)        (17,008)            9,756
           Net (decrease) increase
             in cash and cash
             equivalents               (4,566)          2,741             1,803

       Cash and cash equivalents
         at beginning of year           5,945           3,204             1,401
       Cash and cash equivalents
         at end of yea                 $1,379          $5,945            $3,204

       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 sales and the related cost of sales at the time
       the products are shipped to customers or when its services are
       performed.  The Company provides an allowance for doubtful receivables
       after taking into consideration historical experience and other factors.

       In September 2000, the Emerging Issues Task Force reached a consensus on
       Issue 00-10, "Accounting for Shipping and Handling Fees and Costs"
       (Issue 00-10).  Issue 00-10 requires that all amounts billed to
       customers related to shipping and handling should be classified as
       revenues.  In addition, Issue 00-10 specifies that the classification of
       shipping and handling cost is an accounting policy decision that should
       be disclosed pursuant to APB 22, "Disclosure of Accounting Policies."
       The Company's product costs includes amounts for shipping and handling,
       therefore, it charges its customers shipping and handling fees at the
       time the products are shipped or when its services are performed.  The
       cost of shipping products to the customer is recognized at the time the
       products are shipped to the customer and is included in Distribution
       expenses.  Accordingly, this consensus opinion had no effect on the
       Company's current and previous classifications.

       The Company also sells service contracts covering frozen beverage
       machines sold.  The terms of coverage range between 12 and 60 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 30, 2000 and September 25, 1999, the
       Company sold $1,090,000 and $836,000, respectively, of service contracts
       related to its frozen beverage machines. At September 30, 2000 and
       September 25, 1999, deferred income on service contracts was $85,000 and
       $138,000, respectively, all of which is reflected as short-term and
       included in accrued liabilities on the consolidated balance sheet.
       Service contract income of $1,143,000, $897,000 and $578,000 was
       recognized for fiscal years 2000, 1999 and 1998, 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 two
       categories: held to maturity 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.
       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.

       The Company follows 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.

       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 30, 2000 and September 25, 1999.

       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

       The Company follows SFAS No. 128, "Earnings Per Share" (EPS). This
       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.

       13. Accounting for Stock-Based Compensation

       The Company follows 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 APB Opinion No. 25,
       "Accounting for Stock Issued to Employees."

       14. Advertising Costs

       Advertising costs are expensed as incurred.  Total advertising expense
       was $4,878,000, $5,537,000, and $4,128,000 for the fiscal years 2000,
       1999 and 1998, 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 were reclassified in fiscal year
       1999 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.

       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.
       In June 2000, SFAS 138 was issued, "Accounting for Certain Derivative
       Instruments and Certain Hedging Activities, an amendment of SFAS 133."
       SFAS 133, as amended by SFAS 138, requires that all derivative
       instruments be recorded on the balance sheet at their respective fair
       values.  Changes in the fair value of derivatives are recorded each
       period in current earnings or other comprehensive income, depending on
       the designation of the hedge transaction.  The Company will adopt SFAS
       133, as amended by SFAS 138, in the first quarter of fiscal year 2001.
       Based on the Company's minimal use of derivatives at the current time,
       management does not anticipate the adoption of this standard to have a
       significant impact on earnings or financial position of the Company.
       However, the impact from adopting SFAS No. 133, as amended by SFAS 138,
       will depend on the nature and purpose of the derivatives instruments in
       use by the Company at that time.

       In December 1999, the Securities and Exchange Commission issued Staff
       Accounting Bulletin No. 101, Revenue Recognition in Financial Statements
       (SAB 101) which addresses certain criteria for revenue recognition.  SAB
       101, as amended by SAB 101A and SAB 101B, outlines the criteria that
       must be met to recognize revenue and provides guidance for disclosures
       related to revenue recognition policies.  The Company must implement any
       applicable provisions of SAB 101 no later than the first quarter of
       fiscal year 2001.  Management believes the Company's revenue recognition
       policies comply with the guidance contained in SAB 101 and, therefore,
       the Company's results of operations will not be materially affected.

       19. Reclassifications

       Certain prior year financial statement amounts have been reclassified to
       be consistent with the presentation for the current year.


       NOTE B - ACQUISITIONS

       On November 20, 2000, the Company acquired the assets of Uptown Bakeries
       for cash.  Uptown Bakeries, located in Bridgeport, NJ, sells fresh
       bakery products to the food service industry with approximate annual
       sales of $17,000,000.

       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 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
       fiscal year 1998 assuming the above had occurred at the beginning of
       that fiscal year (in thousands, except per share amounts):

                                                      1998
       Sales                                       $268,390
       Net Earnings                                 $11,346
       Earnings per diluted share                     $1.21

       These 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 - INVESTMENT SECURITIES

       The amortized cost, gross unrealized gains and losses, and fair values
       of the Company's long-term investment securities held to maturity at
       September 30, 2000 are summarized as follows:

                                            Gross     Gross
                                Amortized  Unrealized Unrealized
                                Cost        Gains     Losses  Fair Value
                                               (in thousands)
       Municipal
         government
         securities            $1,120    $   -        $64       $1,056
       Other debt
         securities               500        -          -          500
                               $1,620    $   -        $64       $1,556

       The amortized cost, gross unrealized gains and losses, and fair values
       of the Company's long-term investment securities available for sale and
       held to maturity at September 25, 1999 are summarized as follows:

                                             Gross     Gross
                                Amortized  Unrealized Unrealized
                                   Cost      Gains     Losses    Fair Value
                                               (in thousands)
       Municipal
         government
         securities              $1,425    $  -        $17       $1,408
       Other debt
         securities                 500       -         -           500
                                 $1,925    $  -        $17       $1,908

       The following table lists the maturities of long-term investment
       securities classified as held to maturity at September 30, 2000:

                                               Amortized
                                               Cost      Fair Value
                                                    (in thousands)
       Due in less than one year               $    -        $    -
       Due after one year through five years    1,620         1,556
                                               $1,620        $1,556

       Proceeds from sales of securities were $495,000 for fiscal year 1998.
       The Company uses the specific identification method to determine the
       cost of securities sold. No materials gains or losses were realized on
       sales of investment securities.


       NOTE D - INVENTORIES

       Inventories consist of the following:

                                          September 30,  September 25,
                                              2000           1999
                                                (in thousands)
       Finished goods                       $10,714         $8,118
       Raw materials                          2,136          1,579
       Packaging materials                    2,532          1,770
       Equipment parts and other              6,091          4,720
                                            $21,473        $16,187


       NOTE E - PROPERTY, PLANT AND EQUIPMENT

       Property, plant and equipment consist of the following:
                                September 30,    September 25,    Estimated
                                    2000             1999        Useful Lives
                                          (in thousands)
       Land                           $795           $745            -
       Buildings                     5,586          5,386          15-39.5 years
       Plant machinery
         and equipment              75,817         66,305           5-10 years
       Marketing equipment         156,093        138,335           5 years
       Transportation equipment      2,043          2,049           5 years
       Office equipment              6,981          6,308           3-5 years
       Improvements                 12,705         11,769           5-20 years
       Construction in progress      1,304          1,356            -
                                  $261,324       $232,253


       NOTE F - ACCRUED LIABILITIES

       Included in accrued liabilities is accrued compensation of $4,134,000
       and $5,024,000 as of September 30, 2000 and September 25, 1999,
       respectively.


       NOTE G - LONG-TERM DEBT

       Subsequent to September 30, 2000 and prior to the issuance of these
       financial statements, the Company refinanced its unsecured term loan and
       its general-purpose bank credit line.  Outstanding balances under these
       facilities were $18,000,000 and $21,000,000 at September 30, 2000,
       respectively.  Accordingly, the Company has classified only $2,000,000
       of the unsecured term note as short-term based on the refinanced
       arrangements.  The new agreement provides for up to a $75,000,000
       revolving credit facility repayable in three years, with the
       availability of repayments without penalty.  The new agreement contains
       restrictive covenants and requires commitment fees in accordance with
       standard banking practice.

       Long-term debt consists of the following:

                                          September 30,    September 25,
                                              2000             1999
                                                   (in thousands)
       $40,000,000 unsecured term note,
       with 60 monthly principal payments
       of $666,667 plus 6.61% interest
       fixed through swap agreements
       beginning January 8, 1998
       (subject to financial covenants),
       subsequently refinanced as
       long-term, discussed above             $18,000          $26,000

       $30,000,000 unsecured general-
       purpose bank credit line, with
       interest rate tied to LIBOR with
       interest payments due monthly
       (subject to financial covenants),
       subsequently refinanced as
       long-term, discussed above              21,000           11,000

       7.25% redeemable economic
       development revenue bonds
       payable December 2005;
       interest payable semiannually
       (subject to financial covenants)         5,000            5,000

       Other                                      667              874
                                               44,667           42,874
       Less current maturities                  2,186            8,214
                                              $42,481          $34,660

       Annual principal payments of long-term debt as of September 30, 2000 are
       as follows (in thousands):

                           2001                $2,186
                           2002                   113
                           2003                   368
                           2004                37,000
                           2005                     -
                           2006 and thereafter  5,000
                                              $44,667


       NOTE H - INCOME TAXES

       Income tax expense is as follows:
                                          Fiscal year ended
                                September 30,    September 25,   September 26,
                                    2000             1999            1998
                                               (in thousands)
       Current
         U.S. Federal             $4,697           $4,516          $5,389
         Foreign                      41               55              38
         State                       479              491             525
                                   5,217            5,062           5,952
       Deferred
         U.S. Federal                606            3,046             913
         Foreign                       -                -               7
         State                        32              269              87
                                     638            3,315           1,007
                                  $5,855           $8,377          $6,959

       The provisions for income taxes differ from the amounts computed by
       applying the federal income tax rate of approximately 34% to earnings
       before income taxes for the following reasons:

                                          Fiscal year ended
                                September 30,    September 25,   September 26,
                                    2000             1999            1998
                                          (in thousands)
       Income taxes at
         statutory rates          $5,341           $7,698          $6,395
       Increase (decrease) in
         taxes resulting from:
       State income taxes, net
         of federal income
         tax benefit                 337              324             404
         Nontaxable income           (28)             (38)            (55)
         Other, net                  205              393             215
                                  $5,855           $8,377          $6,959


       Deferred tax assets and liabilities consist of the following:

                                September 30,         September 25,
                                    2000                1999
                                         (in thousands)
       Deferred tax assets:
         Vacation accrual           $427                $391
         Insurance accrual         1,162                 862
         Allowances                1,187                 566
         Other, net                1,062                 765
                                   3,838               2,584
       Deferred tax liabilities:
         Depreciation of property
           and equipment          12,046              10,151
         Other, net                  132                 135
                                  12,178              10,286
                                  $8,340              $7,702


       NOTE I - EARNINGS PER SHARE

       The Company's calculation of EPS is as follows:
                                           Fiscal Year Ended September 30, 2000
                                                     Income    Shares  Per Share
                                                 (Numerator)(Denominator) Amount
                                      (in thousands, except per share amounts)
       Earnings Per Basic Share

       Net Income available to common stockholders    $9,968    8,819    $1.13
       Effect of Dilutive Securities
       Options                                             -      244     (.03)
       Earnings Per Diluted Share
       Net Income available to common stockholders plus
         assumed conversions                          $9,968    9,063    $1.10

       241,363 anti-dilutive weighted shares have been excluded in the
       computation of 2000 diluted EPS because the options' exercise price is
       greater than the average market price of the common stock.

                                           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

       29,484 anti-dilutive weighted shares have been excluded in the
       computation of 1999 diluted EPS because the options' exercise price is
       greater than the average market price of the common stock.

                                           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

       34,000 anti-dilutive weighted shares have been excluded in the
       computation of 1998 diluted EPS because the options' exercise price is
       greater than the average market price of the common stock.


       NOTE J - 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 30, 2000:

                          Plants and
                            Offices    Equipment     Total
                                   (in thousands)
       2001                   $4,323     $4,418     $8,741
       2002                    3,910      3,737      7,647
       2003                    3,407      3,142      6,549
       2004                    2,947      1,803      4,750
       2005                    2,497        395      2,892
       2006 and thereafter    11,225         12     11,237
                             $28,309    $13,507    $41,816

       Total rent expense was $9,330,000, $8,547,000 and $7,766,000 for fiscal
       years 2000, 1999 and 1998, 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 K - CAPITAL STOCK

       Under share repurchase programs authorized by the Board of Directors,
       386,000 shares remain to be repurchased. In fiscal year 2000, the
       Company purchased and retired 614,000 shares of its common stock at a
       cost of $9,834,000.  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 in 1999 from its President and Chief
       Executive Officer.


       NOTE L - 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 2,000,000 shares reserved under
       the Plan; options for 690,000 shares remain unissued as of September 30,
       2000.

       The Company has a nonqualified stock option plan for nonemployee
       directors and the Chief Executive Officer of the Company whereby a total
       of 440,000 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 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 30,    September 25,   September 26,
                                       2000           1999            1998
                                  (in thousands, except per share amounts)
       Net Earnings:
            As reported               $9,968       $14,264         $11,850
            Pro forma                  8,609        13,054          11,112

       Earnings Per Diluted Share:
            As reported                $1.10         $1.50           $1.26
            Pro forma                    .95          1.37            1.18

       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 2000, 1999 and 1998, respectively; expected volatility of 30%
       for all years; risk-free interest rates of 6.35%, 6.21% and 5.12%; 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
       2000, 1999 and 1998 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 28, 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
           Granted                    186,334     13.68     34,000      15.94
           Exercised                 (113,253)    10.43    (10,500)      7.00
           Cancelled                 (108,446)    15.55          -          -

       Balance,
         September 30, 2000           915,294    $14.92    356,000     $13.99

       Exercisable Options,
         September 30, 2000           337,171              322,000

       The weighted average fair value of incentive options granted during
       fiscal years ended September 30, 2000, September 25, 1999 and September
       26, 1998 was $4.93, $9.22 and $5.31, respectively.  The weighted average
       fair value of nonqualified stock options granted during fiscal years
       ended September 30, 2000, September 25, 1999 and September 26, 1998 was
       $8.95, $13.75 and $10.56, respectively.

       The following table summarizes information about incentive stock options
       outstanding at September 30, 2000:

                      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  30, 2000   Life       Price     30, 2000    Price

        $7.25 - $10.50  112,900     .8 years   $9.73    112,900     $9.73
       $11.00 - $16.38  579,281    2.9 years  $13.40    224,271    $11.64
       $17.57 - $24.50  223,113    3.8 years  $21.56          -         -
                        915,294                         337,171

       The following table summarizes information about nonqualified stock
       options outstanding at September 30, 2000:

                      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  30, 2000   Life       Price     30, 2000    Price

       $10.75            34,000    1.6 years  $10.75     34,000    $10.75
       $11.00 - $15.94  254,000    4.7 years  $12.66    220,000    $12.16
       $19.25 - $21.75   68,000    9.1 years  $20.50     68,000    $20.50
                        356,000                         322,000


       NOTE M - 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 $819,000, $684,000 and
       $512,000 were made in fiscal years 2000, 1999 and 1998, respectively.


       NOTE N - CASH FLOW INFORMATION

       The following is supplemental cash flow information:

                                          Fiscal year ended
                                September 30,    September 25,    September 26,
                                     2000             1999             1998
                                               (in thousands)
       Cash paid for:
         Interest                   $2,649          $3,231           $2,870
         Income taxes                3,474           5,617            6,461


       NOTE O - 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 30,    September 25,  September 26,
                                         2000             1999           1998
                                                    (in thousands)
       Sales:
         Snack Foods                   $216,941         $196,690       $178,591
         Frozen Beverages               104,171           91,749         83,799
                                       $321,112         $288,439       $262,390
       Depreciation and Amortization:
         Snack Foods                    $14,273          $13,039        $12,167
         Frozen Beverages                16,109           14,599         12,992
                                        $30,382          $27,638        $25,159
       Earnings Before Taxes:
         Snack Foods                    $13,071          $17,227        $14,418
         Frozen Beverages                 2,752            5,414          4,391
                                        $15,823          $22,641        $18,809
       Capital Expenditures:
         Snack Foods                    $17,706          $12,332        $15,604
         Frozen Beverages                17,222           14,274         16,199
                                        $34,928          $26,606        $31,803
       Assets:
         Snack Foods                   $117,244         $112,271       $109,378
         Frozen Beverages               102,795          101,409        103,883
                                       $220,039         $213,680       $213,261

       Sales to a single Snack Foods' customer accounted for approximately 10%
       of the Company's sales in fiscal 1998.



       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 30, 2000 and
       September 25, 1999, 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 30, 2000 (53 weeks, 52
       weeks and 52 weeks, respectively). These financial statements are the
       responsibility of the Company's management.  Our responsibility is to
       express an opinion on these financial statements based on our audits.

       We conducted our audits in accordance with auditing standards generally
       accepted in the United States of America.  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 30, 2000 and
       September 25, 1999, 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 30, 2000 in conformity with accounting
       principles generally accepted in the United States of America.


       Grant Thorton LLP

       Philadelphia, Pennsylvania

       November 7, 2000 (except for Notes B and G, as to which the date is
       November 20, 2000)


       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
       Vice President,
       Emerging Growth Equities, Ltd.

       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

       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

       Michael Karaban
       Vice President, Marketing

       H. Robert Long
       Vice President, Distribution

       Milton L. Segal
       Vice President, Purchasing

       Don Smith
       Vice President,
       Research & Development, West

       Steven J. Taylor
       Vice President, Sales

       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 2000     High      Low
       1st Quarter     22 3/4    15 1/2
       2nd Quarter     21 7/8    16 13/16
       3rd Quarter     20 1/2    14
       4th Quarter     19        12 1/2

       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


       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
       Philadelphia, PA


       Counsel

       Blank, Rome, Comisky & McCauley LLP


       Annual Meeting

       The Annual Meeting of Shareholders is scheduled for Thursday, February
       8, 2001 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





© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission