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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year ended December 31, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 0-14616
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
J & J Snack Foods Corp. 401(k) Profit Sharing Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
J & J Snack Foods Corp.
6000 Central Highway
Pennsauken, NJ 08109
Financial Statements and Report of Independent Registered Public
Accounting Firm
J & J Snack Foods Corp. 401(k) Profit-Sharing Plan
December 31, 2004 and 2003
C O N T E N T S
Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3
FINANCIAL STATEMENTS
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS 4
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS 5
NOTES TO FINANCIAL STATEMENTS 6
SUPPLEMENTAL INFORMATION
LINE 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES 13
LINE 4j - SCHEDULE OF REPORTABLE (5%) TRANSACTIONS 14
Report of Independent Registered Public Accounting Firm
Trustees
J & J Snack Foods Corp. 401(k) Profit-Sharing Plan
We have audited the accompanying statements of net assets available
for plan benefits of the J & J Snack Foods Corp. 401(k) Profit-Sharing
Plan (the Plan) as of December 31, 2004 and 2003, and the related
statement of changes in net assets available for plan benefits for the
year ended December 31, 2004. These financial statements are the
responsibility of the Plan Administrator. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. The Plan is not required to have, nor were we
engaged to perform, an audit of its internal control over financial
reporting. Our audits include consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Plan's internal control over
financial reporting. Accordingly, we express no such opinion. An audit
also 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 net assets available for plan
benefits of the Plan as of December 31, 2004 and 2003, and the changes
in net assets available for plan benefits for the year ended December
31, 2004 in conformity with accounting principles generally accepted in
the United States of America.
/s/ Grant Thornton LLP
Philadelphia, Pennsylvania
June 23, 2005
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J & J Snack Foods Corp. 401(k) Profit-Sharing Plan
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31,
ASSETS 2004 2003
Investments
Participant directed $37,266,811 $31,272,686
Participant loans 1,852,898 1,449,939
Total investments 39,119,709 32,722,625
Receivables
Employer contributions 130,880 108,387
Participant contributions 319,223 240,630
Total receivables 450,103 349,017
Cash and cash equivalents - 17,854
Total assets 39,569,812 33,089,496
LIABILITIES
Other - (14,635)
Total liabilities - (14,635)
Net assets available for plan benefits $39,569,812 $33,074,861
The accompanying notes are an integral part of these statements.
4
J & J Snack Foods Corp. 401(k) Profit-Sharing Plan
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year ended
2004 2003
Additions
Additions to net assets attributed to
Investment income
Net appreciation in fair value
of investments $ 3,292,232 $ 5,449,178
Interest and dividend income 494,411 421,036
Total investment income 3,786,643 5,870,214
Contributions
Employer 1,193,907 1,153,975
Participant Rollover 279,821 69,593
Participants 2,776,993 2,377,242
Total contributions 4,250,721 3,600,810
Total additions 8,037,364 9,471,024
Deductions
Deductions from assets attributed to
Benefits paid to participants (1,521,817) (1,216,916)
Administrative expenses (20,596) (20,320)
Total deductions (1,542,413) (1,237,236)
NET INCREASE 6,494,951 8,233,788
Net assets available for plan benefits
Beginning of year 33,074,861 24,841,073
End of year $39,569,812 $33,074,861
The accompanying notes are an integral part of these statements.
5
J & J Snack Foods Corp. 401(k) Profit-Sharing Plan
NOTES TO FINANCIAL STATEMENTS
December 31, 2004 and 2003
NOTE A - DESCRIPTION OF THE PLAN
The following description of the plan provides only general
information. Participants should refer to the Plan agreement for a
more complete description of the Plan's provisions.
1. General
The Plan is a defined contribution plan covering all employees of J &
J Snack Foods Corp. (the Company) who have one year of service and are
age 21 or older. It is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
2. Contributions
Each year, participants may make a pretax contribution deferring no
less than 2% or more than 25% of total compensation, subject to
Internal Revenue Service regulations.
The Company may contribute:
. A discretionary matching contribution equal to a percentage of the
amount of the salary reduction elected for deferral by each
participant. This percentage will be determined each year by the
Company.
. On behalf of each non-highly compensated participant, a special
discretionary contribution equal to a percentage of the
participant's compensation. This percentage will be determined
each year by the Company.
. A discretionary amount in addition to the special contribution,
which will be determined each year by the Company.
3. Participant Accounts
Each participant's account is credited with the participant's
contribution and allocation of (a) the Company's contribution and, (b)
Plan earnings net of expenses, and (c) forfeitures of terminated
participants' nonvested accounts. Allocations are based on
participant earnings or account balances, as defined. The benefit to
which a participant is entitled is the benefit that can be provided
from the participant's account.
Participants have the ability to make daily transfers of all or a
portion of employee and employer contributions to their account from
one fund to another in multiples of 5% of the fund balance.
4. Vesting
Participants are 100% vested in their salary reduction contributions.
Vesting in the remainder of their account is based on years of
service. Participants are vested at a rate of 20% for each year of
service from years two to six (fully vested after six years).
6
J & J Snack Foods Corp. 401(k) Profit-Sharing Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 2004 and 2003
NOTE A - DESCRIPTION OF THE PLAN - Continued
5. Payment of Benefits
On termination of service, benefits are payable in a lump sum or
annuity form at the election of the participant.
6. Loans to Participants
The trustee may make loans from the Plan to participants in accordance
with the Plan document. All loans to participants are considered
investments of the trust fund and bear market rates of interest.
Participants may borrow up to 50% of their vested balance up to
$50,000. All loans are to be repaid within five years unless the loan
is used to acquire a principal residence, in which case the term may
be longer.
7. Forfeited Accounts
Total annual forfeitures for 2004 and 2003 were approximately $30,000
and $20,000, respectively. These amounts will first be used to
reinstate previously forfeited balances of rehired employees; any
remaining amount will be allocated to participants in the proportion
that each participant's compensation is to the total compensation of
all the participants.
8. Reclassifications
Certain reclassifications to the 2003 statements have been made to
conform to the 2004 presentation.
NOTE B - SUMMARY OF ACCOUNTING POLICIES
A summary of the Plan's significant accounting policies consistently
applied in the preparation of the accompanying financial statements
follows.
1. Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting period.
Actual results could differ from those estimates.
2. Cash and Cash Equivalents
The Plan considers all highly liquid investments purchased with
original maturities of three months or less to be cash equivalents.
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J & J Snack Foods Corp. 401(k) Profit-Sharing Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 2004 and 2003
NOTE B - SUMMARY OF ACCOUNTING POLICIES - Continued
3. Fair Value of Financial Instruments
Statement of Financial Accounting Standards (SFAS) No. 107,
Disclosures about Fair Value of Financial Instruments, requires
entities to disclose the estimated fair value of their assets and
liabilities considered to be financial instruments. Financial
instruments consist entirely of investments for which fair value
disclosures have been provided.
4. Investment Valuation and Income Recognition
The Plan's investments are stated at fair value except for loan
receivables that are valued at outstanding principal balances, which
approximates fair value. Shares of registered investment companies
are valued at quoted market prices which represent the net asset value
of shares held by the Plan at year-end. The Company stock is valued
at its quoted market price.
The change in fair value of assets during the year is measured by the
difference between the fair value at year-end and the fair value at
the beginning of the year or costs of purchases during the year and is
reflected in the statements of changes in net assets available for
benefits as net appreciation (depreciation) in fair value of
investments.
The Plan invests in various investment securities. Investment
securities are exposed to various risks such as interest rate,
market and credit risks. Due to the level of risk associated with
certain investment securities, it is at least reasonably possible
that changes in the values of investment securities will occur in
the near term and that such changes could materially affect
participants' account balances and the amounts reported in the
statement of net assets available for benefits.
The purchases and sales of securities are recorded on a trade-date
basis. Interest income is recorded on the accrual basis. Dividends
are recorded on the ex-dividend basis.
5. Payment of Benefits
Benefits are recorded when paid.
8
J & J Snack Foods Corp. 401(k) Profit-Sharing Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 2004 and 2003
NOTE C - INVESTMENTS
The following table presents the fair value of investments
representing 5% or more of the Plan's net assets.
FAIR VALUE OF INVESTMENTS
Investment 2004 2003
OPPENHEIMER CAPITAL APRECIATION FUND $ 4,454,614
OPPENHEIMER GLOBAL FUND $ 1,649,611 $ 3,441,744
J & J SNACK FOODS CORP. COMMON STOCK $ 3,800,492 $ 2,979,264
AMCAP FUND $ 556,313 $ 2,100,818
AMERICAN FUNDS U.S. GOV'T
GUARANTEED SEC.FUND $ 5,079,487
LEGG MASON VALUE TRUST $ 4,928,328
AMERICAN BALANCED FUND $ 2,147,045
AMERICAN FUNDS WASHINGTON MUTUAL
INV FUND $ 2,054,634
DAVID OPPORTUNITY FUND $ 2,795,719
MFS CORE GROWTH A $ 2,744,105
MFS CONSERVATIVE ALLOCATION A $ 2,399,822
MFS MODEERATE ALLOCATION A $ 3,565,698
MFS GROWTH ALLOCATION A $ 3,545,928
MFS AGGRESSIVE GROWTH ALLOCATION A $11,856,005
DAVIS NY VENTURE A $ 2,239,206
PARTICIPANT LOANS $ 1,852,898 $ 1,449,939
OTHER $ 4,909,632 $ 1,291,033
$39,119,709 $32,722,625
During 2004 and 2003, the Plan's investments (including realized and
unrealized gains and losses) appreciated in value by $3,292,232 and
$5,449,178 as follows:
2004 2003
Mutual funds $ 2,421,536 $ 5,250,303
Common stock 870,696 198,875
$ 3,292,232 $ 5,449,178
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J & J Snack Foods Corp. 401(k) Profit-Sharing Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 2004 and 2003
NOTE D - RELATED PARTY TRANSACTIONS
At December 31, 2004 and 2003, investments include 79,147 and 78,900
shares of the Corporation's stock valued at $3,800,492 and $2,979,264,
respectively.
NOTE E - TRUST AGREEMENT
Effective August 31, 2005, the company entered a trust agreement with
MFS Heritage Trust Company, replacing First Trust as Trustee. Under
the terms of this agreement, the Trustee will hold, invest and
reinvest the Plan's funds. The Company has no right, title or
interest in or to the trust fund maintained under this agreement.
NOTE F - PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and
to terminate the Plan subject to the provisions of ERISA. In the event
of Plan termination, participants will become 100% vested in their
accounts.
NOTE G - INCOME TAX STATUS
The Internal Revenue Service has determined and informed the
Corporation by a letter dated January 20, 2005, that the Plan and
related trust are designed in accordance with Section 401(a) of the
Internal Revenue Code (the Code) and are therefore exempt from federal
income taxes under the provisions of Section 501(a) of the Code. The
Plan administrator and the Plan's tax counsel believe that the Plan is
designed and is currently being operated in compliance with the
applicable requirements of the Code.
10
SUPPLEMENTAL INFORMATION
11
Report of Independent Registered Public Accounting Firm on
Supplemental Information
Trustees
J & J Snack Foods Corp. 401(k) Profit-Sharing Plan
Our audits were made for the purpose of forming an opinion on
the basic financial statements taken as a whole. The supplemental
schedule of assets held for investment purposes is presented for
the purpose of additional analysis and is not a required part of
the basic financial statements but is supplementary information
required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule is the
responsibility of the Plan's management. The supplemental schedule
has been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ Grant Thornton LLP
Philadelphia, Pennsylvania
June 23, 2005
12
Schedule H, Line 4(i)-Schedule of Assets (Held at End of Year)
Name of Plan: J & J SNACK FOODS CORP. 401(k) PROFIT
SHARING PLAN
Three Digit Plan Number: 001
Employer Identification # 22-1935537
Plan Sponsor's Name: J & J SNACK FOODS CORP.
Current
Identity of Issue Description of Investment Cost Value
(a) (b) (c) (d) (e)
MFS MONEY MARKET Reg Invest Co Mutual Fund 113,228
MFS TOTAL RETURN A Reg Invest Co Mutual Fund 644,342
MFS GOVERNMENT SECURITIES A Reg Invest Co Mutual Fund 1,497,704
MFS CORE GROWTH A Reg Invest Co Mutual Fund 2,744,105
MFS STRATEGIC VALUE A Reg Invest Co Mutual Fund 653,575
MFS NEW ENDEAVOR A Reg Invest Co Mutual Fund 607,802
MFS CONSERVATIVE ALLOCATION A Reg Invest Co Mutual Fund 2,399,822
MFS MODERATE ALLOCATION A Reg Invest Co Mutual Fund 3,565,698
MFS GROWTH ALLOCATION A Reg Invest Co Mutual Fund 3,545,928
MFS AGGRESSIVE GROWTH ALLOC A Reg Invest Co Mutual Fund 11,856,005
DAVIS NY VENTURE A Reg Invest Co Mutual Fund 2,239,206
AMERICAN FUNDS AMCAP R3 Reg Invest Co Mutual Fund 556,313
OPPENHEIMER GLOBAL N Reg Invest Co Mutual Fund 1,649,611
MFS FIXED FUND INSTITUTIONAL Common Collective Trust 1,392,981
* J & J STOCK FUND Common Stock/79,147 Shares 3,800,492
* PARTICIPANT LOANS Low-High Interest
Rate 5.00% to 10.50% 1,852,898
Total 39,119,709
*Party-In-Interest transactions
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J& J Snack Foods Corp 401(k) Profit Sharing Plan
EIN 22-1935537
Plan No. 001
Line 4j - Schedule of Reportable (5%) Transactions
Year Ended December 31, 2004
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Identity Description Purchase Selling Lease Expense cost Current Net
of party of asset price price rental incurred of Value gain
involved with asset of
trans- asset
action on trans'
date
There were no category (i), (ii), (iii) or (iv)
reportable transactions during 2004.
14
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our report dated June 23 , 2005 accompanying the
financial statements and schedule incorporated by reference or
included in the Annual Report of J & J Snack Foods Corp. 401(k)
Profit-Sharing Plan on Form 11-K for the year ended December 31,
2004. We hereby consent to the incorporation by reference of said
report in the Registration Statement of J & J Snack Foods Corp. on
Form S-8 (File No. 333-111292, effective December 18, 2003, File
No. 333-94795, effective January 18, 2000, File No. 333-03833,
effective May 16, 1996, File No. 33-87532, effective December 16,
1994, File No. 33-50036, effective July 24, 1992 and File No. 033-
11353, effective January 15, 1987).
/s/ GRANT THORNTON LLP
Philadelphia, Pennsylvania
June 23, 2005
15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
J & J Snack Foods Corp.
401(k) Profit Sharing Plan
Date: July 12, 2005 /s/ Dennis G. Moore
Dennis G. Moore
Plan Administrator
16