J&J Snack Foods Corp.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 26, 2009

[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO __________

Commission File No. 0-14616

J & J SNACK FOODS CORP.

(Exact name of registrant as specified in its charter)

New Jersey (State or other jurisdiction of incorporation or organization)				22-1935537 (I.R.S. Employer Identification No.)

6000 Central Highway, Pennsauken, New Jersey (Address of principal executive offices)				08109 (Zip Code)

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

Securities Registered Pursuant to Section 12(b) of the Act: Common Stock, no par value

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ]				Accelerated filer [X]
Non-accelerated filer [ ]				Smaller reporting company [ ]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

As of December 4, 2009, the latest practicable date, 18,392,045 shares of the Registrant’s common stock were issued and outstanding. The aggregate market value of shares held by non-affiliates of the Registrant on such date was $497,864,393 based on the last sale price on March 27, 2009 of $34.95 per share. March 27, 2009 was the last business day of the registrant’s most recently completed second fiscal quarter.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement for its Annual Meeting of Shareholders scheduled for February 8, 2010 are incorporated by reference into Part III of this report.

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J & J SNACK FOODS CORP.
2009 FORM 10-K ANNUAL REPORT

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PART I


Item 1	Business	1
Item 1A	Risk Factors	6
Item 1B	Unresolved Staff Comments	8
Item 2	Properties	8
Item 3	Legal Proceedings	9
Item 4	Submission Of Matters To A Vote Of Security Holders	9
PART II
Item 5	Market For Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities	10
Item 6	Selected Financial Data	11
Item 7	Management’s Discussion And Analysis Of Financial Condition And Results Of Operations	12
Item 7A	Quantitative And Qualitative Disclosures About Market Risk	21
Item 8	Financial Statements And Supplementary Data	21
Item 9	Changes In And Disagreements With Accountants On Accounting And Financial Disclosure	21
Item 9A	Controls and Procedures	21
Item 9B	Other Information	22
PART III
Item 10	Directors, Executive Officers and Corporate Governance	22
Item 11	Executive Compensation	23
Item 12	Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters	24
Item 13	Certain Relationships And Related Transactions, and Director Independence	24
Item 14	Principal Accountant Fees and Services	24
PART IV
Item 15	Exhibits, Financial Statement Schedules	24

In addition to historical information, this document 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. We undertake no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof.

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PART I

Item 1. Business

General

J & J Snack Foods Corp. (the “Company” or “J & J”) manufactures nutritional snack foods and distributes frozen beverages which it markets nationally to the food service and retail supermarket industries. The Company’s principal snack food products are soft pretzels marketed primarily under the brand name SUPERPRETZEL and frozen juice treats and desserts marketed primarily under the LUIGI’S, FRUIT-A-FREEZE, WHOLE FRUIT, ICEE, BARQ’S* and MINUTE MAID** brand names. J & J believes it is the largest manufacturer of soft pretzels in the United States, Mexico and Canada. Other snack food products include churros (an Hispanic pastry), funnel cake and bakery products. The Company’s principal frozen beverage products are the ICEE brand frozen carbonated beverage and the SLUSH PUPPIE brand frozen uncarbonated beverage.

The Company’s Food Service and Frozen Beverages sales are made primarily to food service customers including snack bar and food stand locations in leading chain, department, discount, warehouse club and convenience stores; malls and shopping centers; fast food outlets; stadiums and sports arenas; leisure and theme parks; movie theatres; independent retailers; and schools, colleges and other institutions. The Company’s retail supermarket customers are primarily supermarket chains. The Company’s restaurant group sells direct to the public through its chains of specialty snack food retail outlets, BAVARIAN PRETZEL BAKERY and PRETZEL GOURMET, located primarily in the Mid-Atlantic States.

The Company was incorporated in 1971 under the laws of the State of New Jersey.

The Company made no material acquisitions in fiscal year 2009 but has made material acquisitions in prior years as described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes thereto.

The Company operates in four business segments: Food Service, Retail Supermarkets, The Restaurant Group and Frozen Beverages. These segments are described below.

The Chief Operating Decision Maker for Food Service, Retail Supermarkets and The Restaurant Group and the Chief Operating Decision Maker for Frozen Beverages monthly review and evaluate operating income and sales in order to assess performance and allocate resources to each individual segment. In addition, the Chief Operating Decision Makers review and evaluate depreciation, capital spending and assets of each segment on a quarterly basis to monitor cash flow and asset needs of each segment (see Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 8 — Financial Statements and Supplementary Data for financial information about segments).

Food Service

The primary products sold by the food service segment are soft pretzels, frozen juice treats and desserts, churros and baked goods. Our customers in the food service segment include snack bars and food stands in chain, department and discount stores; malls and shopping centers; fast food outlets; stadiums and sports arenas; leisure and theme parks; convenience stores; movie theatres; warehouse club stores; schools, colleges and other institutions. Within the food service industry, our products are purchased by the consumer primarily for consumption at the point-of-sale.

Retail Supermarkets

The primary products sold to the retail supermarket industry are soft pretzel products — including SUPERPRETZEL, frozen juice treats and desserts including LUIGI’S Real Italian Ice, MINUTE MAID Juice Bars and Soft Frozen Lemonade, WHOLE FRUIT frozen fruit bars and sorbet, BARQ’S FLOATZ and ICEE Squeeze-Up Tubes and TIO PEPE’S Churros. Within the retail supermarket industry, our frozen and prepackaged products are purchased by the consumer for consumption at home.

BARQ’S is a registered trademark of Barq’s Inc.

MINUTE MAID is a registered trademark of the Coca-Cola Company

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The Restaurant Group

We sell direct to the public through our Restaurant Group, which operates BAVARIAN PRETZEL BAKERY and PRETZEL GOURMET, our chain of specialty snack food retail outlets.

Frozen Beverages

We sell frozen beverages to the food service industry primarily under the names ICEE, SLUSH PUPPIE and ARCTIC BLAST in the United States, Mexico and Canada.

Products

Soft Pretzels

The Company’s soft pretzels are sold under many brand names; some of which are: SUPERPRETZEL, PRETZEL FILLERS, PRETZELFILS, GOURMET TWISTS, MR. TWISTER, SOFT PRETZEL BITES, SOFTSTIX, SOFT PRETZEL BUNS, HOT KNOTS, DUTCH TWIST, TEXAS TWIST, SANDWICH TWIST, CINNAPRETZEL* and SERIOUSLY TWISTED!; and, to a lesser extent, under private labels. Soft pretzels are sold in the Food Service, Retail Supermarket and The Restaurant Group segments. Soft pretzel sales amounted to 20% of the Company’s revenue in fiscal year 2009, 20% in 2008, and 22% in 2007.

The Company’s soft pretzels qualify under USDA regulations as the nutritional equivalent of bread for purposes of the USDA school lunch program, thereby enabling a participating school to obtain partial reimbursement of the cost of the Company’s soft pretzels from the USDA.

The Company’s soft pretzels are manufactured according to a proprietary formula. Soft pretzels, ranging in size from one to ten ounces in weight, are shaped and formed by the Company’s twister machines. These soft pretzel tying machines are automated, high-speed machines for twisting dough into the traditional pretzel shape. Additionally, we make soft pretzels which are extruded or shaped by hand. Soft pretzels, after processing, are primarily quick-frozen in either raw or baked form and packaged for delivery.

The Company’s principal marketing program in the Food Service segment includes supplying ovens, mobile merchandisers, display cases, warmers and similar merchandising equipment to the retailer to prepare and promote the sale of soft pretzels. Some of this equipment is proprietary, including combination warmer and display cases that reconstitute frozen soft pretzels while displaying them, thus eliminating the need for an oven. The Company retains ownership of the equipment placed in customer locations, and as a result, customers are not required to make an investment in equipment.

Frozen Juice Treats and Desserts

The Company’s frozen juice treats and desserts are marketed primarily under the LUIGI’S, FRUIT-A-FREEZE, WHOLE FRUIT, ICEE, BARQ’S and MINUTE MAID brand names. Frozen juice treats and desserts are sold in the Food Service and Retail Supermarkets segments. Frozen juice treats and dessert sales were 13% of the Company’s revenue in 2009, 13% in fiscal year 2008 and 14% in 2007.

The Company’s MINUTE MAID frozen juice fruit bars are manufactured from an apple or pear juice base to which water, sweeteners, coloring (in some cases) and flavorings are added. The juice bars contain two to three ounces of apple or pear juice and the minimum daily requirement of vitamin C, and qualify as reimbursable items under the USDA school lunch program. The juice bars are produced in various flavors and are packaged in a sealed push-up paper container referred to as the Milliken M-pak, which the Company believes has certain sanitary and safety advantages.

The balance of the Company’s frozen juice treats and desserts products are manufactured from water, sweeteners and fruit juice concentrates in various flavors and packaging including cups, tubes, sticks, M-paks, pints and tubs. Several of the products contain ice cream and FRUIT-A-FREEZE and WHOLE FRUIT contain pieces of fruit.

CINNAPRETZEL is a registered trademark of Cinnabon, Inc.

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Churros

The Company’s churros are sold primarily under the LA CHURROS and TIO PEPE’S brand names. Churros are sold to the Food Service and Retail Supermarkets segments. Churro sales were 5% of the Company’s sales in fiscal year 2009, 4% in 2008 and 4% in 2007. Churros are Hispanic pastries in stick form which the Company produces in several sizes according to a proprietary formula. The churros are deep fried, frozen and packaged. At food service point-of-sale they are reheated and topped with a cinnamon sugar mixture. The Company also sells fruit and crème-filled churros. The Company supplies churro merchandising equipment similar to that used for its soft pretzels.

Bakery Products

The Company’s bakery products are marketed under the MRS. GOODCOOKIE, CAMDEN CREEK BAKERY, READI-BAKE, COUNTRY HOME, MARY B’S, DADDY RAY’S and PRETZEL COOKIE brand names, and under private labels. Bakery products include primarily biscuits, fig and fruit bars, cookies, muffins and donuts. In 2007, biscuits and dumplings under the MARY B’S name and fruit and fig bars, under the DADDY RAY’S name, were added through acquisitions. Bakery products are sold to the Food Service segment. Bakery products sales amounted to 35% of the Company’s sales in fiscal year 2009, 35% in 2008 and 32% in 2007.

Frozen Beverages

The Company markets frozen beverages primarily under the names ICEE, SLUSH PUPPIE and ARCTIC BLAST in the United States, Mexico and Canada. Additional frozen beverages are JAVA FREEZE and CALIFORNIA NATURAL. Frozen beverages are sold in The Restaurant Group and Frozen Beverages segments. Frozen beverage sales amounted to 17% of revenue in fiscal 2009, 18% in 2008 and 19% in 2007.

Under the Company’s principal marketing program for frozen carbonated beverages, it installs frozen beverage dispensers for its ICEE and ARCTIC BLAST brands at customer locations and thereafter services the machines, arranges to supply customers with ingredients required for production of the frozen beverages, and supports customer retail sales efforts with in-store promotions and point-of-sale materials. In most cases, the Company retains ownership of its dispensers, and as a result, customers are not required to make an investment in equipment or arrange for the ingredients and supplies necessary to produce and market the frozen beverages. The Company also provides managed service and sells equipment in its Frozen Beverages segment, revenue from which amounted to 9% of sales in 2009, 9% of sales in 2008 and 8% of the Company’s sales in fiscal year 2007. The Company sells frozen uncarbonated beverages under the SLUSH PUPPIE brand through a distributor network.

Each new frozen carbonated customer location requires a frozen beverage dispenser supplied by the Company or by the customer. Company-supplied frozen carbonated dispensers are purchased from outside vendors, built new or rebuilt by the Company.

The Company provides managed service and/or products to approximately 87,000 Company-owned and customer-owned dispensers.

The Company has the rights to market and distribute frozen beverages under the name ICEE to the entire continental United States (except for portions of nine states) as well as internationally.

Other Products

Other products sold by the Company include soft drinks, funnel cakes sold under the FUNNEL CAKE FACTORY brand name and smaller amounts of various other food products. These products are sold in the Food Service, The Restaurant Group and Frozen Beverages segments.

Customers

The Company sells its products to two principal customer groups: food service and retail supermarkets. The primary products sold to the food service group are soft pretzels, frozen beverages, frozen juice treats and desserts, churros and baked goods. The primary products sold to the retail supermarket industry are soft pretzels and frozen

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juice treats and desserts. Additionally, the Company sells soft pretzels, frozen beverages and various other food products direct to the public through its restaurant group, which operates BAVARIAN PRETZEL BAKERY and PRETZEL GOURMET, our chain of specialty snack food retail outlets.

We have several large customers that account for a significant portion of our sales. Our top ten customers accounted for 43%, 42% and 42% of our sales during fiscal years 2009, 2008 and 2007, respectively, with our largest customer accounting for 9% of our sales in 2009, 9% in 2008 and 8% in 2007. Three of the ten customers are food distributors who sell our product to many end users. The loss of one or more of our large customers could adversely affect our results of operations. These customers typically do not enter into long-term contracts and make purchase decisions based on a combination of price, product quality, consumer demand and customer service performance. If our sales to one or more of these customers are reduced, this reduction may adversely affect our business. If receivables from one or more of these customers become uncollectible, our operating income would be adversely impacted.

The Food Service, The Restaurant Group and the Frozen Beverages segments sell primarily to the food service industry. The Retail Supermarkets segment sells to the retail supermarket industry.

The Company’s customers in the food service segment include snack bars and food stands in chain, department and mass merchandising stores, malls and shopping centers, fast food outlets, stadiums and sports arenas, leisure and theme parks, convenience stores, movie theatres, warehouse club stores, schools, colleges and other institutions, and independent retailers. Machines and machine parts are sold to other food and beverage companies. Within the food service industry, the Company’s products are purchased by the consumer primarily for consumption at the point-of-sale.

The Company sells its products to an estimated 85-90% of supermarkets in the United States. Products sold to retail supermarket customers are primarily soft pretzel products, including SUPERPRETZEL, frozen juice treats and desserts including LUIGI’S Real Italian Ice, MINUTE MAID Juice Bars and Soft Frozen Lemonade, WHOLE FRUIT frozen fruit bars, WHOLE FRUIT Sorbet, MARY B’S biscuits and dumplings, DADDY RAY’S fig and fruit bars, BARQ’S FLOATZ and ICEE Squeeze-Up Tubes and TIO PEPE’S Churros. Within the retail supermarket industry, the Company’s frozen and prepackaged products are purchased by the consumer for consumption at home.

Marketing and Distribution

The Company has developed a national marketing program for its products. For Food Service and Frozen Beverages segments’ customers, this marketing program includes providing ovens, mobile merchandisers, display cases, warmers, frozen beverage dispensers and other merchandising equipment for the individual customer’s requirements and point-of-sale materials as well as participating in trade shows and in-store demonstrations. The Company’s ongoing advertising and promotional campaigns for its Retail Supermarket segment’s products include trade shows, newspaper advertisements with coupons, in-store demonstrations and consumer advertising campaigns.

The Company develops and introduces new products on a routine basis. The Company evaluates the success of new product introductions on the basis of sales levels, which are reviewed no less frequently than monthly by the Company’s Chief Operating Decision Makers.

The Company’s products are sold through a network of about 200 food brokers and over 1,000 independent sales distributors and the Company’s own direct sales force. For its snack food products, the Company maintains warehouse and distribution facilities in Pennsauken, Bellmawr and Bridgeport, New Jersey; Vernon (Los Angeles), California; Scranton, Pittsburgh, Hatfield and Lancaster, Pennsylvania; Carrollton (Dallas), Texas; Atlanta, Georgia; Moscow Mills (St. Louis), Missouri; Pensacola, Florida; and Solon, Ohio. Frozen beverages are distributed from 128 Company managed warehouse and distribution facilities located in 44 states, Mexico and Canada, which allow the Company to directly service its customers in the surrounding areas. The Company’s products are shipped in refrigerated and other vehicles from the Company’s manufacturing and warehouse facilities on a fleet of Company operated tractor-trailers, trucks and vans, as well as by independent carriers.

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Seasonality

The Company’s sales are seasonal because frozen beverage sales and frozen juice treats and desserts sales are generally higher during the warmer months.

Trademarks and Patents

The Company has numerous trademarks, the most important of which are SUPERPRETZEL, DUTCH TWIST, TEXAS TWIST, MR. TWISTER, SOFT PRETZEL BITES, SOFTSTIX, PRETZEL FILLERS and PRETZELFILS for its pretzel products; FROSTAR, SHAPE-UPS, MAMA TISH’S, FRUIT-A-FREEZE, WHOLE FRUIT and LUIGI’S for its frozen juice treats and desserts; TIO PEPE’S for its churros; ARCTIC BLAST and SLUSH PUPPIE for its frozen beverages; FUNNEL CAKE FACTORY for its funnel cake products, and MRS. GOODCOOKIE, READI-BAKE, COUNTRY HOME, CAMDEN CREEK, MARY B’S and DADDY RAY’S for its bakery products.

The Company markets frozen beverages under the trademark ICEE in all of the continental United States, except for portions of nine states, and in Mexico and Canada. Additionally, the Company has the international rights to the trademark ICEE.

The trademarks, when renewed and continuously used, have an indefinite term and are considered important to the Company as a means of identifying its products. The Company considers its trademarks important to the success of its business.

The Company has numerous patents related to the manufacturing and marketing of its product.

Supplies

The Company’s manufactured products are produced from raw materials which are readily available from numerous sources. With the exception of the Company’s soft pretzel twisting equipment and funnel cake production equipment, which are made for J & J by independent third parties, and certain specialized packaging equipment, the Company’s manufacturing equipment is readily available from various sources. Syrup for frozen beverages is purchased primarily from The Coca-Cola Company, Dr Pepper/Seven Up, Inc., the Pepsi Cola Company, and Jogue, Inc. Cups, straws and lids are readily available from various suppliers. Parts for frozen beverage dispensing machines are purchased from several sources. Frozen beverage dispensers are purchased primarily from IMI Cornelius, Inc. and FBD Partnership.

Competition

Snack food and bakery products markets are highly competitive. The Company’s principal products compete against similar and different food products manufactured and sold by numerous other companies, some of which are substantially larger and have greater resources than the Company. As the soft pretzel, frozen juice treat and dessert, bakery products and related markets grow, additional competitors and new competing products may enter the markets. Competitive factors in these markets include product quality, customer service, taste, price, identity and brand name awareness, method of distribution and sales promotions.

The Company believes it is the only national distributor of soft pretzels. However, there are numerous regional and local manufacturers of food service and retail supermarket soft pretzels as well as several chains of retail pretzel stores.

In Frozen Beverages the Company competes directly with other frozen beverage companies. These include several companies which have the right to use the ICEE name in portions of nine states. There are many other regional frozen beverage competitors throughout the country and one large retail chain which uses its own frozen beverage brand.

The Company competes with large soft drink manufacturers for counter and floor space for its frozen beverage dispensing machines at retail locations and with products which are more widely known than the ICEE, SLUSH PUPPIE and ARCTIC BLAST frozen beverages.

The Company competes with a number of other companies in the frozen juice treat and dessert and bakery products markets.

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Risks Associated with Foreign Operations

Employees

The Company has approximately 2,700 full- and part- time employees as of September 26, 2009. Certain production and distribution employees at the Pennsauken and Bridgeport, New Jersey plants are covered by a collective bargaining agreement which expires in September 2013.

The production employees at our Atlanta, Georgia plant are covered by a collective bargaining agreement which expires in January 2011. The Company considers its employee relations to be good.

Available Information

The Company’s internet address is www.jjsnack.com. On the investor relations section of its website, the Company provides free access to its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to these reports, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission (“SEC”). The information on the website listed above is not and should not be considered part of this annual report on Form 10-K and is not incorporated by reference in this document.

Item 1A. Risk Factors

You should carefully consider the risks described below, together with all of the other information included in this report, in considering our business and prospects. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently deem insignificant may also impair our business operations. Following is a discussion of known potentially significant risks which could result in harm to our business, financial condition or results of operations.

Risks of Shortages or Increased Cost of Raw Materials

We are exposed to the market risks arising from adverse changes in commodity prices, affecting the cost of our raw materials and energy. The raw materials and energy which we use for the production and distribution of our products are largely commodities that are subject to price volatility and fluctuations in availability caused by changes in global supply and demand, weather conditions, agricultural uncertainty or governmental controls. We purchase these materials and energy mainly in the open market. If commodity price changes result in increases in raw materials and energy costs, we may not be able to increase our prices to offset these increased costs without suffering reduced volume, revenue and operating income.

General Risks of the Food Industry

Food processors are subject to the risks of adverse changes in general economic conditions; evolving consumer preferences and nutritional and health-related concerns; changes in food distribution channels; federal, state and local food processing controls or other mandates; consumer product liability claims; and risks of product tampering. The increased buying power of large supermarket chains, other retail outlets and wholesale food vendors could result in greater resistance to price increases and could alter the pattern of customer inventory levels and access to shelf space.

Environmental Risks

The disposal of solid and liquid waste material resulting from the preparation and processing of foods are subject to various federal, state and local laws and regulations relating to the protection of the environment. Such

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laws and regulations have an important effect on the food processing industry as a whole, requiring substantially all firms in the industry to incur material expenditures for modification of existing processing facilities and for construction of upgraded or new waste treatment facilities.

We cannot predict what environmental legislation or regulations will be enacted in the future, how existing or future laws or regulations will be administered or interpreted or what environmental conditions may be found to exist. Enactment of more stringent laws or regulations or more strict interpretation of existing laws and regulations may require additional expenditures by us, some of which could be material.

Risks Resulting from Several Large Customers

Competition

Our businesses operate in highly competitive markets. We compete against national and regional manufacturers and distributors on the basis of price, quality, product variety and effective distribution. Many of our major competitors in the market are larger and have greater financial and marketing resources than we do. Increased competition and anticipated actions by our competitors could lead to downward pressure on prices and/or a decline in our market share, either of which could adversely affect our results. See “Competition” in Item 1 for more information about our competitors.

Risks Relating to Manufacturing

Our ability to purchase, manufacture and distribute products is critical to our success. Damage or disruption to our manufacturing or distribution capabilities due to weather, natural disaster, fire or explosion, terrorism, pandemic, political upheaval, strikes or other reasons could impair our ability to manufacture or distribute our products.

Our Certificate of Incorporation may inhibit a change in control that you may favor

Our Certificate of Incorporation contains provisions that may delay, deter or inhibit a future acquisition of J & J Snack Foods Corp. not approved by our Board of Directors. This could occur even if our shareholders are offered an attractive value for their shares or if a substantial number or even a majority of our shareholders believe the takeover is in their best interest. These provisions are intended to encourage any person interested in acquiring us to negotiate with and obtain the approval of our Board of Directors in connection with the transaction. Provisions that could delay, deter or inhibit a future acquisition include the following:

—

a classified Board of Directors;

—

the requirement that our shareholders may only remove Directors for cause;

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limitations on share holdings and voting of certain persons;

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special Director voting rights; and

—

the ability of the Board of Directors to consider the interests of various constituencies, including our employees, customers, suppliers, creditors and the local communities in which we operate.

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Risks Relating to the Control by Gerald B. Shreiber

Gerald B. Shreiber is the founder of the Company and the current beneficial owner of 22% of its outstanding stock. Our Certificate of Incorporation provides that he has three votes on the Board of Directors (subject to certain adjustments). Therefore, he and one other director have voting control of the Board. The performance of this Company is greatly impacted by his leadership and decisions. His voting control reduces the restrictions on his actions. His retirement, disability or death will have a significant impact on our future operations.

Risk Related to Product Changes

There are risks in the marketplace related to trade and consumer acceptance of product improvements, packing initiatives and new product introductions.

Risks Related to Change in the Business

Our ability to successfully manage changes to our business processes, including selling, distribution, product capacity, information management systems and the integration of acquisitions, will directly affect our results of operations.

Risks Associated with Foreign Operations

Foreign operations generally involve greater risk than doing business in the United States. Foreign economies differ favorably or unfavorably from the United States’ economy in such respects as the level of inflation and debt, which may result in fluctuations in the value of the country’s currency and real property. Further, there may be less government regulation in various countries, and difficulty in enforcing legal rights outside the United States. Additionally, in some foreign countries, there is the possibility of expropriation or confiscatory taxation limitations on the removal of property or other assets, political or social instability or diplomatic developments which could affect the operations and assets of U.S. companies doing business in that country. Sales of our foreign operations were $11,658,000, $11,078,000, and $9,785,000 in fiscal years 2009, 2008 and 2007, respectively. At September 26, 2009, the total assets of our foreign operations were approximately $8.5 million or 2% of total assets.

Seasonality and Quarterly Fluctuations

Our sales are affected by the seasonal demand for our products. Demand is greater during the summer months primarily as a result of the warm weather demand for our ICEE and frozen juice treats and desserts products. Because of seasonal fluctuations, there can be no assurance that the results of any particular quarter will be indicative of results for the full year or for future years.

Item 1B. Unresolved Staff Comments

We have no unresolved SEC staff comments to report.

Item 2. Properties

The Company’s primary east coast manufacturing facility is located in Pennsauken, New Jersey in a 70,000 square foot building on a two-acre lot. Soft pretzels are manufactured at this Company-owned facility which also serves as the Company’s corporate headquarters. This facility operates at approximately 65% of capacity. The Company leases a 101,200 square foot building adjacent to its manufacturing facility in Pennsauken, New Jersey through March 2022. The Company has constructed a large freezer within this facility for warehousing and distribution purposes. The warehouse has a utilization rate of 80-90% depending on product demand. The Company also leases, through January 2022, 16,000 square feet of office and warehouse space located next to the Pennsauken, New Jersey plant. The Company leases through January 2011 an additional 23,000 square feet of warehouse space several blocks distant from these facilities.

The Company owns a 150,000 square foot building on eight acres in Bellmawr, New Jersey. The facility is used by the Company to manufacture some of its products including funnel cake, pretzels, churros and cookies. The facility operates at about 85% of capacity.

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The Company’s primary west coast manufacturing facility is located in Vernon (Los Angeles), California. It consists of a 137,000 square foot facility in which soft pretzels, churros and various lines of baked goods are produced and warehoused. Included in the 137,000 square foot facility is a 30,000 square foot freezer used for warehousing and distribution purposes which was constructed in 1996. The facility is leased through November 2017. The Company leases an additional 45,000 square feet of office and warehouse space, adjacent to its manufacturing facility, through November 2017. The manufacturing facility operates at approximately 55% of capacity.

The Company leases through November 2017 a 25,000 square foot frozen juice treat and dessert manufacturing facility located in Norwalk (Los Angeles), California which operates at approximately 50% of capacity.

The Company leases an 85,000 square foot bakery manufacturing facility located in Atlanta, Georgia. The lease runs through December 2010. The facility operates at about 55% of capacity.

The Company owns a 46,000 square foot frozen juice treat and dessert manufacturing facility and a 42,000 square foot dry storage warehouse located on six acres in Scranton, Pennsylvania. The manufacturing facility, which was expanded from 26,000 square feet in 1998, operates at approximately 60% of capacity.

The Company leases a 29,600 square foot soft pretzel manufacturing facility located in Hatfield, Pennsylvania. The lease runs through June 2017. The facility operates at approximately 60% of capacity.

The Company leases a 19,200 square foot soft pretzel manufacturing facility located in Carrollton, Texas. The lease runs through April 2016. The facility operates at approximately 80% of capacity. The Company leases an additional property containing a 6,500 square foot storage freezer across the street from the manufacturing facility, which lease expires May 2016.

The Company leases an 18,000 square foot soft pretzel manufacturing facility located in Chambersburg, Pennsylvania. The lease runs through September 2010 with options to extend the term. The facility operates at approximately 50% of capacity.

The Company’s fresh bakery products manufacturing facility and offices are located in Bridgeport, New Jersey in three buildings totaling 133,000 square feet. The buildings are leased through December 2015. The manufacturing facility operates at approximately 45% of capacity.

The Company owns a 65,000 square foot fig and fruit bar manufacturing facility located on 9-1/2 acres in Moscow Mills (St. Louis), Missouri. The facility operates at about 65% of capacity.

The Company leases a building in Pensacola, Florida for the manufacturing, packing and warehousing of dumplings. The building is approximately 14,000 square feet and the lease runs through December 2010. The manufacturing facility operates at approximately 75% of capacity.

The Company’s Bavarian Pretzel Bakery headquarters and warehouse and distribution facilities are owned and located in an 11,000 square foot building in Lancaster, Pennsylvania.

The Company also leases approximately 134 warehouse and distribution facilities in 44 states, Mexico and Canada.

Item 3. Legal Proceedings

The Company has no material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the Company or any of its subsidiaries is a party or of which any of their property is subject.

Item 4. Submission Of Matters To A Vote Of Security Holders

There were no matters submitted to a vote of the security holders during the quarter ended September 26, 2009.

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PART II

Item 5.

Market For Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities

The Company’s common stock is traded on the NASDAQ Global Select Market under the symbol “JJSF.” The following table sets forth the high and low sale price quotations as reported by NASDAQ and dividend information for the common stock for each quarter of the years ended September 27, 2008 and September 26, 2009.

Common Stock Market Price

	High		Low		Declared Dividend
Fiscal 2008
First quarter	$	38.76	$	29.01	$	.0925
Second quarter		31.85		23.38		.0925
Third quarter		29.97		26.74		.0925
Fourth quarter		36.07		27.00		.0925
Fiscal 2009
First quarter	$	34.50	$	24.07	$	.0975
Second quarter		36.57		30.12		.0975
Third quarter		40.14		32.10		.0975
Fourth quarter		44.75		35.17		.0975

As of November 20, 2009, there were about 6,000 beneficial shareholders.

In our fiscal year ended September 26, 2009, we purchased and retired 450,597 shares of our common stock at a cost of $12,510,000 under a million share buyback authorization approved by the Company’s Board of Directors in February 2008. No shares were repurchased in the fourth quarter of the year. Of the shares purchased and retired in 2009, 400,000 shares were purchased at the purchase price of $27.90 per share from Gerald B. Shreiber, Chairman of the Board, Chief Executive Officer and Director of the Company.

In our 2008 fiscal year ended September 27, 2008, we purchased and retired 135,124 shares of our common stock at a cost of $3,539,000. The Company did not repurchase any of its common stock in fiscal year 2007.

For information on the Company’s Equity Compensation Plans, please see Item 12 herein.

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Stock Performance Graph

Item 6. Selected Financial Data

The selected financial data for the last five years was derived from our audited consolidated financial statements. The following selected financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes thereto, especially as the information pertains to fiscal 2007, 2008 and 2009.

	Fiscal year ended in September (In thousands except per share data)
	2009		2008		2007		2006		2005
Net Sales	$	653,047	$	629,359	$	568,901	$	514,831	$	457,112
Net Earnings	$	41,312	$	27,908	$	32,112	$	29,450	$	26,043
Total Assets	$	439,827	$	408,408	$	380,288	$	340,808	$	305,924
Long-Term Debt	$	—	$	—	$	—	$	—	$	—
Capital Lease Obligations	$	381	$	474	$	565	$	—	$	—
Stockholders’ Equity	$	342,844	$	316,778	$	295,582	$	263,656	$	234,762

Common Share Data
Earnings Per Diluted Share	$	2.21	$	1.47	$	1.69	$	1.57	$	1.40
Earnings Per Basic Share	$	2.23	$	1.49	$	1.72	$	1.60	$	1.43
Book Value Per Share	$	18.51	$	16.90	$	15.80	$	14.28	$	12.85
Common Shares Outstanding At Year End		18,526		18,748		18,702		18,468		18,272
Cash Dividends Declared Per Common Share	$	.39	$	.37	$	.34	$	.30	$	.25

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Item 7. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

Critical Accounting Policies, Judgments and Estimates

We prepare our financial statements in conformity with accounting principles generally accepted in the United States of America. The preparation of such financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of those financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The Company discloses its significant accounting policies in the accompanying notes to its audited consolidated financial statements.

Judgments and estimates of uncertainties are required in applying the Company’s accounting policies in certain areas. Following are some of the areas requiring significant judgments and estimates: revenue recognition, accounts receivable, cash flow and valuation assumptions in performing asset impairment tests of long-lived assets, estimates of the useful lives of intangible assets and insurance reserves.

There are numerous critical assumptions that may influence accounting estimates in these and other areas. We base our critical assumptions on historical experience, third-party data and various other estimates we believe to be reasonable. A description of the aforementioned policies follows:

Revenue Recognition — We recognize revenue from our products when the products are shipped to our customers and when equipment service is performed for our customers who are charged on a time and material basis. We also sell equipment service contracts with terms of coverage ranging between 12 and 60 months. We record deferred income on equipment service contracts which is amortized by the straight-line method over the term of the contracts. Revenue is recognized only where persuasive evidence of an arrangement exists, our price is fixed or determinable and collectability is reasonably assured. We record offsets to revenue for allowances, end-user pricing adjustments, trade spending, coupon redemption costs and returned product. Customers generally do not have the right to return product unless it is damaged or defective. Off-invoice allowances are deducted directly from the amount invoiced to our customer when our products are shipped to the customer. Offsets to revenue for allowances, end-user pricing adjustments and trade spending are recorded primarily as a reduction of accounts receivable based on our estimates of liability which are based on customer programs and historical experience. These offsets to revenue are based primarily on the quantity of product purchased over specific time periods. For our Retail Supermarket and Frozen Beverages segments, we accrue for the liability based on products sold multiplied by per product offsets. Offsets to revenue for our Food Service segment are calculated in a similar manner for offsets owed to our direct customers; however, because shipments to end-users are unknown to us until reported by our direct customers or by the end-users, there is a greater degree of uncertainty as to the accuracy of the amounts accrued for end-user offsets. Additional uncertainty may occur as customers take deductions when they make payments to us. This creates complexities because our customers do not always provide reasons for the deductions taken. Additionally, customers may take deductions to which they are not entitled and the length of time customers take deductions to which they are entitled can vary from two weeks to well over a year. Because of the aforementioned uncertainties, the process to determine the amount of liability to record is cumbersome and subject to inaccuracies. However, we feel that due to constant monitoring of the process, any inaccuracies would not be material. Our recorded liability for allowances, end-user pricing adjustments and trade spending was approximately $14,000,000 and $12,090,000 at September 26, 2009 and September 27, 2008, respectively.

Accounts Receivable — We record accounts receivable at the time revenue is recognized. Bad debt expense is recorded in marketing and administrative expenses. The amount of the allowance for doubtful accounts is based

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on our estimate of the accounts receivable amount that is uncollectable. It is comprised of a general reserve based on historical experience and amounts for specific customers’ accounts receivable balances that we believe are at risk due to our knowledge of facts regarding the customer(s). We continually monitor our estimate of the allowance for doubtful accounts and adjust it monthly. We usually have approximately 10 customers with accounts receivable balances of between $1 million to $7 million. Failure of these customers, and others with lesser balances, to pay us the amounts owed, could have a material impact on our consolidated financial statements.

Accounts receivable due from any of our customers is subject to risk. Our total bad debt expense was $492,000, $502,000 and $189,000 for the fiscal years 2009, 2008 and 2007, respectively. At September 26, 2009 and September 27, 2008, our accounts receivables were $59,734,000 and $61,176,000, net of an allowance for doubtful accounts of $623,000 and $926,000.

Asset Impairment — We have three reporting units with goodwill totaling $60,314,000 as of September 26, 2009. We utilize historical reporting unit cash flows (defined as reporting unit operating income plus depreciation and amortization) as a proxy for expected future reporting unit cash flows to evaluate the fair value of these reporting units. If the fair value estimated substantially exceeds the carrying value of the reporting unit, including the goodwill, if any, associated with that unit, we do not recognize any impairment loss. We generally do not engage a third party to assist in this analysis as we believe that our in-house expertise is adequate to perform the analysis.

Licenses and rights, customer relationships and non compete agreements are being amortized by the straight-line method over periods ranging from 3 to 20 years and amortization expense is reflected throughout operating expenses. Long-lived assets, including fixed assets and intangibles, are reviewed for impairment as events or changes in circumstances occur indicating that the carrying amount of the asset may not be recoverable. Cash flow analyses are used to assess impairment. The estimates of future cash flows involve considerable management judgment and are based upon assumptions about expected future operating performance. Assumptions used in these forecasts are consistent with internal planning. The actual cash flows could differ from management’s estimates due to changes in business conditions, operating performance, economic conditions, competition and consumer preferences.

Useful Lives of Intangible Assets — Most of our trade names which have carrying value have been assigned an indefinite life and are not amortized because we plan to receive the benefit from them indefinitely. If we decide to curtail or eliminate the use of any of the trade names or if sales that are generated from any particular trade name do not support the carrying value of the trade name, then we would record an impairment or assign an estimated useful life and amortize over the remaining useful life. Rights such as prepaid licenses and non compete agreements are amortized over contractual periods. The useful lives of customer relationships are based on the discounted cash flows expected to be received from sales to the customers adjusted for an attrition rate. The loss of a major customer or declining sales in general could create an impairment charge.

Insurance Reserves — We have a self-insured medical plan which covers approximately 1,200 of our employees. We record a liability for incurred but not yet reported or paid claims based on our historical experience of claims payments and a calculated lag time period. We maintain a spreadsheet that includes claims payments made each month according to the date the claim was incurred. This enables us to have an historical record of claims incurred but not yet paid at any point in the past. We then compare our accrued liability to the more recent claims incurred but not yet paid amounts and adjust our recorded liability up or down accordingly. Our recorded liability at September 26, 2009 and September 27, 2008 was $1,157,000 and $772,000, respectively. Considering that we have stop loss coverage of $175,000 for each individual plan subscriber, the general consistency of claims payments and the short time lag, we believe that there is not a material exposure for this liability. Because of the foregoing, we do not engage a third party actuary to assist in this analysis.

We self-insure, up to loss limits, worker’s compensation and automobile liability claims. Accruals for claims under our self-insurance program are recorded on a claims-incurred basis. Under this program, the estimated liability for claims incurred but unpaid in fiscal years 2009 and 2008 was $2,300,000 and $1,600,000, respectively. Our total recorded liability for all years’ claims incurred but not yet paid was $7,100,000 and $6,400,000 at September 26, 2009 and September 27, 2008, respectively. We estimate the liability based on total incurred claims and paid claims adjusting for loss development factors which account for the development of open claims over time. We estimate the amounts we expect to pay for some insurance years by multiplying incurred losses

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by a loss development factor which is based on insurance industry averages and the age of the incurred claims; our estimated liability is then the difference between the amounts we expect to pay and the amounts we have already paid for those years. Loss development factors that we use range from 1.0 to 2.0. However, for some years, the estimated liability is the difference between the amounts we have already paid for that year and the maximum we could pay under the program in effect for that particular year because the calculated amount we expect to pay is higher than the maximum. For other years, where there are few claims open, the estimated liability we record is the amount the insurance company has reserved for those claims. We evaluate our estimated liability on a continuing basis and adjust it accordingly. Due to the multi-year length of these insurance programs, there is exposure to claims coming in lower or higher than anticipated; however, due to constant monitoring and stop loss coverage on individual claims, we believe our exposure is not material. Because of the foregoing, we do not engage a third party actuary to assist in this analysis. In connection with these self-insurance agreements, we customarily enter into letters of credit arrangements with our insurers. At September 26, 2009 and September 27, 2008, we had outstanding letters of credit totaling $8,675,000 and $9,475,000, respectively.

Refer to Note A to the accompanying consolidated financial statements for additional information on our accounting policies.

RESULTS OF OPERATIONS

Fiscal 2009 (52 weeks) Compared to Fiscal 2008 (52 weeks)

Net sales increased $23,688,000, or 4%, to $653,047,000 in fiscal 2009 from $629,359,000 in fiscal 2008.

We have four reportable segments, as disclosed in the accompanying notes to the consolidated financial statements: Food Service, Retail Supermarkets, The Restaurant Group and Frozen Beverages.

Food Service

Sales to food service customers increased $17,559,000, or 4%, to $417,753,000 in fiscal 2009. Soft pretzel sales to the food service market decreased $313,000, or about 1/3 of one percent, to $99,471,000 for the year. Unit sales of soft pretzels were down 3% for the year. Sales of bakery products excluding biscuit and dumpling sales and fruit and fig bar sales, increased $6,607,000, or 4%, for the year. Biscuit and dumpling sales were up 8% to $32,845,000 due to increased distribution and new product offerings. Sales of fig and fruit bars increased 11% to $29,497,000 due to strong volume growth spread across our customer base. Churro sales were up 16% for the year with $29,404,000 of sales in 2009 with over 80% of the sales increase coming from sales to one customer. Frozen juice bar and ices sales decreased $934,000 or 2% to $50,272,000 for the year. Sales of our funnel cake products were up $2,872,000, or 49%, with sales to one customer accounting for about one-half of the increase. The changes in sales throughout the Food Service segment were from a combination of volume changes and price increases.

Retail Supermarkets

Sales of products to retail supermarkets increased $8,046,000 or 14% to $65,158,000 in fiscal 2009. Total soft pretzel sales to retail supermarkets were $30,506,000, an increase of 11% from fiscal 2008, on a unit volume decrease of 2%. Sales of frozen juice bars and ices increased 19% to $37,819,000 in 2009 on a case volume increase of 25%. Increased trade spending of $1.3 million for the introduction of new frozen novelty items and a shift in product mix reduced sales dollars in relation to the unit volume increases. Coupon costs, a reduction of sales, increased 38% or about $1,029,000 for the year.

The Restaurant Group

Sales of our Restaurant Group, which operates BAVARIAN PRETZEL BAKERY and PRETZEL GOURMET retail stores in the Mid-Atlantic region, declined by 23% primarily due to closings or licensings of stores in the

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past year. At September 26, 2009, we had 4 stores open. Sales of stores open for both years were down 7% for the year.

Frozen Beverages

Frozen beverage and related product sales decreased $1,539,000 or 1% to $168,879,000 in fiscal 2009. Beverage sales alone were down 1% for the year. Gallon sales were down 2% for the year in our base ICEE business. Service revenue increased $3,210,000, or 8%, to $42,013,000 for the year as we continue to grow this part of our business. Frozen carbonated machine sales decreased $2,834,000 to $10,004,000 for the year.

Consolidated

Other than as commented upon above by segment, there are no material specific reasons for the reported sales increases or decreases. Sales levels can be impacted by the appeal of our products to our customers and consumers and their changing tastes, competitive and pricing pressures, sales execution, marketing programs, seasonal weather, customer stability and general economic conditions.

Gross profit as a percent of sales increased 2.28 percentage points in 2009 from 2008 to 32%.

Lower commodity costs in excess of $11,000,000, higher pricing and increased efficiencies due to volume in some of our product lines partially offset by higher workers’ compensation and group health insurance expense were the primary drivers causing the gross profit percentage increase.

Total operating expenses decreased $1,665,000 to $141,906,000 in fiscal 2009 and as a percentage of sales decreased 1.08 percentage points to 22% of sales in 2009. Other general income was $5,000 this year. Other general income of $375,000 last year primarily consisted of gains on the disposition of assets and insurance gains in our Food Service and Frozen Beverages segments offset by store closing costs in our Restaurant Group segment of $102,000. Marketing expenses decreased .45 percentage points and remained at 11% of sales. Controlled spending in our Food Service and Frozen Beverages segments accounted for the overall decline. Distribution expenses decreased .75 of a percentage point and remained at 8% of sales due to lower freight and fuel costs. Administrative expenses were about 3-1/2% of sales in both years.

Operating income increased $23,602,000, or 54%, to $66,938,000 in fiscal 2009 as a result of the aforementioned items.

Investment income decreased by $1,279,000 to $1,386,000 due to the general decline in the level of interest rates.

The effective income tax rate was 39% in both fiscal years.

Net earnings increased $13,404,000, or 48%, in fiscal 2009 to $41,312,000, or $2.21 per diluted share as a result of the aforementioned items.

There are many factors which can impact our net earnings from year to year and in the long run, among which are the supply and cost of raw materials and labor, insurance costs, factors impacting sales as noted above, the continuing consolidation of our customers, our ability to manage our manufacturing, marketing and distribution activities, our ability to make and integrate acquisitions and changes in tax laws and interest rates.

Fiscal 2008 (52 weeks) Compared to Fiscal 2007 (52 weeks)

Net sales increased $60,548,000, or 11%, to $629,359,000 in fiscal 2008 from $568,901,000 in fiscal 2007. Adjusting for sales related to the acquisitions of DADDY RAY’S and Hom/Ade Foods in January 2007, and WHOLE FRUIT Sorbet and FRUIT-A-FREEZE Frozen Fruit Bar brands in April 2007, sales increased approximately 7%, or $41,681,000.

We have four reportable segments, as disclosed in the accompanying notes to the consolidated financial statements: Food Service, Retail Supermarkets, The Restaurant Group and Frozen Beverages.

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in order to assess performance and allocate resources to each individual segment. In addition, the Chief Operating Decision Makers review and evaluate depreciation, capital spending and assets of each segment on a quarterly basis to monitor cash flow and asset needs of each segment.

Food Service

Sales to food service customers increased $44,430,000, or 12%, to $400,194,000 in fiscal 2008. Excluding the benefit of sales from acquisitions, sales increased approximately 7%. Soft pretzel sales to the food service market increased $925,000, or 1%, to $99,784,000 for the year. Sales of bakery products excluding Hom/Ade and DADDY RAY’S, increased $19,768,000, or 14%, for the year. Hom/Ade and DADDY RAY sales were $30,380,000 and $26,596,000, respectively, for the year. Churro sales were up 15% for the year with $25,286,000 of sales in 2008. Frozen juice bar and ices sales increased $3,635,000 or 8% to $51,206,000 for the year. Without WHOLE FRUIT and FRUIT-A-FREEZE, sales increased 5% for the year. Sales of our funnel cake products were down $835,000, or 12%, as sales declined to one customer. The changes in sales throughout the Food Service segment were from a combination of volume changes and price increases.

Retail Supermarkets

Sales of products to retail supermarkets increased $4,981,000 or 10% to $57,112,000 in fiscal 2008. Total soft pretzel sales to retail supermarkets were $27,559,000, an increase of 11% from fiscal 2007 virtually all due to pricing. Sales of frozen juice bars and ices increased 8% to $31,742,000 in 2008 due to increased volume of WHOLE FRUIT and FRUIT-A-FREEZE and reduced allowances on our other products. Coupon costs, a reduction of sales, were essentially unchanged for the year.

The Restaurant Group

Sales of our Restaurant Group, which operates BAVARIAN PRETZEL BAKERY and PRETZEL GOURMET retail stores in the Mid-Atlantic region, declined by 41% primarily due to closings or licensings of stores in the past year. At September 27, 2008, we had 5 stores open. Sales of stores open for both years were down 4% for the year.

Frozen Beverages

Frozen beverage and related product sales increased $12,178,000 or 8% to $170,418,000 in fiscal 2008. Beverage sales alone were up 6% for the year with approximately 2/3 of the increase resulting from a change in distribution to one customer and the balance resulting from pricing. Gallon sales were down 4% for the year in our base ICEE business. Service revenue increased $7,554,000, or 24%, to $38,803,000 for the year as we continue to grow this part of our business. Frozen carbonated machine sales decreased $1,680,000 to $14,793,000 for the year.

Consolidated

Gross profit as a percent of sales decreased 3.09 percentage points in 2008 from 2007 to 30%.

We were impacted by higher unit commodity costs of over $30,000,000 for the year. This compares to an increase of less than $10,000,000 in 2007 compared to 2006. We expect to be impacted by higher commodity costs going forward, at least over the short term; however, we do expect the magnitude of the year over year increases to continue the decline which began in our fourth quarter. Reduced trade spending of about $2,700,000 in our retail supermarket segment benefitted gross profit and contributed to the improved operating income in the Retail Supermarkets segment. Pricing and lower liability insurance costs of approximately $1,900,000 also helped to partially offset some of the commodity costs’ increase.

Total operating expenses increased $5,624,000 to $143,571,000 in fiscal 2008 but as a percentage of sales decreased 1.44 percentage points to 23% of sales in 2008. Other general income of $375,000 this year primarily

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consists of gains on the disposition of assets and insurance gains in our Food Service and Frozen Beverages segments offset by store closing costs in our Restaurant Group segment of $102,000. Last year, other general income consisted of primarily $495,000 and $321,000 insurance gains in the Frozen Beverages and The Restaurant Group segments, respectively and a royalty settlement of $569,000 in the Food Service segment reduced by other general expense items. Marketing expenses decreased 1.26 percentage points to 11% of sales. Controlled spending in our Food Service and Retail Supermarket segments accounted for the decline with lower advertising expense of approximately $2,000,000 accounting for about 25% of the percentage point decline. Distribution expenses decreased .24 of a percentage point to 8% of sales even though our fuel costs were approximately $2 million higher in our Frozen Beverages segment and administrative expenses were about 3-1/2% of sales in both years.

Operating income decreased $5,244,000, or 11%, to $43,336,000 in fiscal 2008 as a result of the aforementioned items.

Investment income decreased by $55,000 to $2,665,000 primarily due to lower investment returns in the fourth quarter.

The effective income tax rate increased to 39% in fiscal year 2008 from 37% in fiscal 2007. Last year included the benefit of the resolution of state and foreign tax matters. This year had a lower benefit from stock based compensation as well as additional expense resulting from changes in state tax requirements.

Net earnings decreased $4,204,000, or 13%, in fiscal 2008 to $27,908,000, or $1.47 per diluted share as a result of the aforementioned items.

ACQUISITIONS

In March 2005, we acquired all of the assets of Snackworks LLC, d/b/a Bavarian Brothers, a manufacturer of soft pretzels headquartered in Rancho Cucamonga, California. Snackworks operates production facilities in California and Chambersburg, Pennsylvania and markets its products under the brand names SERIOUSLY TWISTED!, BAVARIAN BROTHERS and CINNAPRETZEL. Snackworks sells throughout the continental United States primarily to mass merchandisers and theatres.

On January 31, 2006, we acquired the stock of ICEE of Hawaii. ICEE of Hawaii, headquartered in Waipahu, Hawaii, distributes ICEE frozen beverages and related products throughout the Hawaiian islands.

On May 26, 2006, The ICEE Company, our frozen carbonated beverage distribution company, acquired the SLUSH PUPPIE branded business from Dr. Pepper/Seven Up, Inc., a Cadbury Schweppes Americas Beverages Company for $18.1 million plus approximately $4.3 million in working capital. SLUSH PUPPIE, North America’s leading brand for frozen non-carbonated beverages, is sold through an existing established distributor network to over 20,000 locations in the United States and Canada as well as to certain international markets.

On January 9, 2007, we acquired the assets of Hom/Ade Foods, Inc. Hom/Ade Foods, Inc., based in Pensacola, Florida is a manufacturer and distributor of biscuits and dumplings sold under the MARY B’s and private label store brands predominately to the retail supermarket trade. Annual sales of the business were approximately $30 million for the year ended December 2006.

On January 31, 2007, we acquired the assets of Radar, Inc. Radar, Inc. is a manufacturer and seller of fig and fruit bars selling its products under the brand DADDY RAY’S. Headquartered and with its manufacturing facility in Moscow Mills, Missouri (outside of St. Louis), Radar, Inc. had annual sales of approximately $23 million dollars selling to the retail grocery segment and mass merchandisers, both branded and private label.

On April 2, 2007, we acquired the WHOLE FRUIT Sorbet and FRUIT-A-FREEZE Frozen Fruit Bar brands, along with related assets including a manufacturing facility located in Norwalk, California, selling primarily to the supermarket industry. Sales for 2007 were $2,429,000.

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On June 25, 2007, we acquired the assets of an ICEE distributor in Kansas with annual sales of less than $1 million.

These acquisitions were accounted for under the purchase method of accounting, and their operations are included in the accompanying consolidated financial statements from their respective acquisition dates.

LIQUIDITY AND CAPITAL RESOURCES

Although there are many factors that could impact our operating cash flow, most notably net earnings, we believe that our future operating cash flow, along with our borrowing capacity, our current cash and cash equivalent balances and our investment securities is sufficient to fund future growth and expansion. See Note C to these financial statements for a discussion of our investment securities.

Fluctuations in the value of the Mexican and Canadian currencies and the resulting translation of the net assets of our Mexican and Canadian subsidiaries caused an increase of $1,428,000 in accumulated other comprehensive loss in 2009 and a decrease of $3,000 in 2008 and an increase of $42,000 in 2007. In 2009, sales of the two subsidiaries were $11,658,000 as compared to $11,078,000 in 2008 and $9,785,000 in 2007.

In our fiscal year ended September 26, 2009, we purchased and retired 450,597 shares of our common stock at a cost of $12,510,000 under a million share buyback authorization approved by the Company’s Board of Directors in February 2008. Of the shares purchased and retired in 2009, 400,000 shares were purchased at the purchase price of $27.90 per share from Gerald B. Shreiber, Chairman of the Board, Chief Executive Officer and Director of the Company.

In December 2006, we entered into an amended and restated loan agreement with our existing banks which provides for up to a $50,000,000 revolving credit facility repayable in December 2011. The agreement contains restrictive covenants and requires commitment fees in accordance with standard banking practice. There were no outstanding balances under the facility at September 26, 2009 and September 27, 2008. The significant financial covenants are:

•

Earnings before interest expense and income taxes divided by interest expense shall not be less than 1.5 to 1.

•

Tangible net worth must initially be more than $170 million.

•

Total funded indebtedness divided by earnings before interest expense, income taxes, depreciation and amortization shall not be greater than 2.25 to 1.

•

Total liabilities divided by tangible net worth shall not be more than 2.0 to 1.

We were in compliance with the financial covenants described above at September 26, 2009.

We self-insure, up to loss limits, certain insurable risks such as worker’s compensation and automobile liability claims. Accruals for claims under our self-insurance program are recorded on a claims-incurred basis. Under this program, the estimated liability for claims incurred but unpaid in fiscal years 2009 and 2008 was $2,300,000 and $1,600,000, respectively. In connection with certain self-insurance agreements, we customarily enter into letters of credit arrangements with our insurers. At September 26, 2009 and September 27, 2008, we had outstanding letters of credit totaling $8,675,000 and $9,475,000, respectively.

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The following table presents our contractual cash flow commitments on long-term debt, operating leases and purchase commitments for raw materials and packaging. See Notes to the consolidated financial statements for additional information on our long-term debt and operating leases.

	Payments Due by Period (in thousands)
	Total		Less Than 1 Year		1-3 Years		4-5 Years		After 5 Years
Long-term debt, including current maturities	$	—	$	—	$	—	$	—	$	—
Capitalized lease obligations		381		96		199		86		—
Purchase commitments		46,000		46,000		—		—		—
Operating leases		43,176		9,167		13,893		7,626		12,490
Total	$	89,557	$	55,263	$	14,092	$	7,712	$	12,490

The purchase commitments do not exceed our projected requirements over the related terms and are in the normal course of business.

Fiscal 2009 Compared to Fiscal 2008

Cash and cash equivalents and marketable securities held to maturity net of a decline in auction market preferred stock increased $37,055,000, or 45%, to $118,990,000 from a year ago primarily because net cash provided by operating activities of $80,633,000 was more than cash used for purchases of property, plant and equipment by $53,443,000, which was partially offset by cash used in financing activities of $15,740,000.

Trade receivables decreased $1,442,000, or 2%, to $59,734,000 in 2009 due primarily to better management of receivables. Inventories decreased $3,091,000 or 6% to $46,004,000 in 2009 due to lower unit costs of inventories, improved management and timing.

Net property, plant and equipment increased $4,109,000 to $97,173,000 because purchases of fixed assets for the improvement and expansion of our manufacturing capabilities and frozen carbonated beverage business exceeded depreciation on existing assets.

Other intangible assets, less accumulated amortization decreased $4,508,000 to $49,125,000 due completely to amortization.

Goodwill was unchanged at $60,314,000 from September 27, 2008 to September 26, 2009.

Accounts payable and accrued liabilities decreased $14,000.

Accrued compensation expense increased 14% to $11,656,000 due to an increase in our employee base, a general increase in the level of pay rates and higher bonuses due to be paid.

Deferred income tax liabilities increased by $3,977,000 to $27,033,000 which related primarily to amortization of goodwill and other intangible assets and depreciation of property, plant and equipment.

Other long-term liabilities at September 26, 2009 include $1,895,000 of gross unrecognized tax benefits.

Common stock decreased $6,638,000 to $41,777,000 in 2009 because increases totalling $4,923,000 from the exercise of incentive and nonqualified stock options, stock issued under our stock purchase plan for employees and share-based compensation expense were less than the repurchase of common stock of $12,510,000 by $6,638,000.

Net cash provided by operating activities increased $25,736,000 to $80,633,000 in 2009 primarily because of the increase to net earnings of $13,404,000 and decreases in accounts receivable, inventories and prepaid expenses totalling $4,174,000 compared to increases in those assets totalling $7,686,000 last year.

Net cash used in investing activities increased $28,971,000 to $47,825,000 in 2009 from $18,854,000 in 2008 primarily because of increased purchases of marketable securities, net of proceeds.

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Net cash used in financing activities of $15,740,000 in 2009 compared to net cash used by financing activities of $7,600,000 in 2008. The increase was caused primarily by an increase of $8,971,000 in payments to repurchase common stock.

In 2009, the major variables in determining our net increase in cash and cash equivalents and marketable securities were our net earnings, depreciation and amortization of fixed assets, purchases of property, plant and equipment and the repurchase of common stock. Other variables which in the past have had a significant impact on our change in cash and cash equivalents are payments for the purchase of companies, proceeds from borrowings and payments of long-term debt. As discussed in results of operations, our net earnings may be influenced by many factors. Depreciation and amortization of fixed assets is primarily determined by past purchases of property, plant and equipment although it could be impacted by a significant acquisition. Purchases of property, plant and equipment are primarily determined by our ongoing normal manufacturing and marketing requirements but could be increased significantly for manufacturing expansion requirements or large frozen beverage customer needs. From time to time, we have repurchased common stock and we anticipate that we will do so again in the future. We are actively seeking acquisitions that could be a significant use of cash. Although the balance of our long-term debt is $0 at September 26, 2009, we may borrow in the future depending on our needs.

Fiscal 2008 Compared to Fiscal 2007

Cash and cash equivalents, marketable securities held to maturity and auction market preferred stock increased $24,916,000, or 44%, to $81,935,000 from a year ago primarily because net cash provided by operating activities of $54,897,000 was more than cash used for purchases of property, plant and equipment and for purchase of companies by $32,116,000, which was partially offset by cash used in financing activities of $7,600,000.

Trade receivables increased $4,404,000, or 8%, to $61,176,000 in 2008 due primarily to higher net sales. Inventories increased $2,496,000 or 5% to $49,095,000 in 2008 due primarily to higher unit costs of inventories.

Net property, plant and equipment was essentially unchanged at $93,064,000 because purchases of fixed assets were essentially offset by depreciation of fixed assets.

Other intangible assets, less accumulated amortization decreased $4,700,000 to $53,633,000 due completely to amortization.

Goodwill was unchanged at $60,314,000 from September 29, 2007 to September 27, 2008.

Accounts payable and accrued liabilities increased $550,000, or 1% from 2007 to 2008 primarily because of higher costs of raw materials and packaging.

Deferred income tax liabilities increased by $3,876,000 to $23,056,000 which related primarily to amortization of goodwill and other intangible assets and depreciation of property, plant and equipment.

Other long-term liabilities at September 27, 2008 include $1,735,000 of gross unrecognized tax benefits.

Common stock increased $1,135,000 to $48,415,000 in 2008 because increases from the exercise of incentive and nonqualified stock options, stock issued under our stock purchase plan for employees and share-based compensation expense exceeded the repurchase of common stock of $3,539,000 by $1,135,000.

Net cash provided by operating activities decreased $2,946,000 to $54,897,000 in 2008 primarily because of the decrease to net earnings of $4,204,000.

Net cash used in investing activities decreased $38,980,000 to $18,854,000 in 2008 from $57,834,000 in 2007 primarily because we did not make any acquisitions in 2008.

Net cash used in financing activities of $7,600,000 in 2008 compared to net cash used by financing activities of $1,769,000 in 2007. The increase was caused by $3,539,000 of payments to repurchase common stock along with a decrease in proceeds from the issuance of common stock upon the exercise of stock options.

In 2008, the major variables in determining our net increase in cash and cash equivalents and marketable securities were our net earnings, depreciation and amortization of fixed assets and purchases of property, plant and equipment. Additionally, in 2008, due to the failure of the auction market, we reclassified a portion of our investment

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securities to long-term assets (see Note C to these financial statements). Other variables which in the past have had a significant impact on our change in cash and cash equivalents are payments for the repurchase of common stock, payments for the purchases of companies, proceeds from borrowings and payments of long-term debt. As discussed in results of operations, our net earnings may be influenced by many factors. Depreciation and amortization of fixed assets is primarily determined by past purchases of property, plant and equipment although it could be impacted by a significant acquisition. Purchases of property, plant and equipment are primarily determined by our ongoing normal manufacturing and marketing requirements but could be increased significantly for manufacturing expansion requirements or large frozen beverage customer needs. From time to time, we have repurchased common stock and we anticipate that we will do so again in the future. We are actively seeking acquisitions that could be a significant use of cash. Although the balance of our long-term debt is $0 at September 27, 2008, we may borrow in the future depending on our needs.

Item 7A. Quantitative And Qualitative Disclosures About Market Risk

The following is the Company’s quantitative and qualitative analysis of its financial market risk:

Interest Rate Sensitivity

The Company has in the past entered into interest rate swaps to limit its exposure to interest rate risk and may do so in the future if the Board of Directors feels that such non-trading purpose is in the best interest of the Company and its shareholders. As of September 26, 2009, the Company had no interest rate swap contracts.

Interest Rate Risk

At September 26, 2009, the Company had no long-term debt obligations.

Purchasing Risk

The Company’s most significant raw material requirements include flour, shortening, corn syrup, sugar, juice, cheese, chocolate, and a variety of nuts. The Company attempts to minimize the effect of future price fluctuations related to the purchase of raw materials primarily through forward purchasing to cover future manufacturing requirements, generally for periods from 1 to 12 months. Futures contracts are not used in combination with forward purchasing of these raw materials. The Company’s procurement practices are intended to reduce the risk of future price increases, but also may potentially limit the ability to benefit from possible price decreases.

Foreign Exchange Rate Risk

The Company has not entered into any forward exchange contracts to hedge its foreign currency rate risk as of September 26, 2009 because it does not believe its foreign exchange exposure is significant.

Item 8. Financial Statements And Supplementary Data

The financial statements of the Company are filed under this Item 8, beginning on page F-1 of this report.

Item 9. Changes In And Disagreements With Accountants On Accounting And Financial Disclosure

None.

Item 9A. Controls And Procedures

Disclosure Controls and Procedures

We carried out an evaluation under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), as amended for financial reporting, as of September 26, 2009. Based on that evaluation, our chief executive officer and chief financial officer concluded that these controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits

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under the Exchange Act is recorded, processed, summarized, and reported as specified in Securities and Exchange Commission rules and forms. There were no changes in these controls or procedures identified in connection with the evaluation of such controls or procedures that occurred during our last fiscal quarter, or in other factors that have materially affected, or are reasonably likely to materially affect these controls or procedures. There were no changes in the Company’s internal controls over financial reporting that occurred during our last fiscal quarter.

Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission. These disclosure controls and procedures include, among other things, controls and procedures designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, the chief executive officer and chief financial officer and effected by the board of directors and management to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

•

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

•

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of our management and board of directors;

•

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of September 26, 2009. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.

Based on our assessment, our management believes that, as of September 26, 2009, our internal control over financial reporting is effective. There have been no changes that occurred during our fourth quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

There was no information required on Form 8-K during the quarter that was not reported.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Portions of the information concerning directors and executive officers, appearing under the captions “Information Concerning Nominees For Election To Board” and “Information Concerning Continuing Directors And Executive Officers” and information concerning Section 16(a) Compliance appearing under the caption

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“Compliance with Section 16(a) of the Securities Exchange Act of 1934” in the Company’s Proxy Statement filed with the Securities and Exchange Commission in connection with the Annual Meeting of Shareholders to be held on February 8, 2010 (“2009 Proxy Statement”) is incorporated herein by reference.

Portions of the information concerning the Audit Committee, the requirement for an Audit Committee Financial Expert and the Nominating Committee in the Company’s 2009 Proxy Statement filed with the Securities and Exchange Commission in connection with the Annual Meeting of Shareholders to be held on February 8, 2010, is incorporated herein by reference.

The Company has adopted a Code of Ethics pursuant to Section 406 of the Sarbanes-Oxley Act of 2002, which applies to the Company’s principal executive officer and senior financial officer. The Company has also adopted a Code of Business Conduct and Ethics which applies to all employees. The Company will furnish any person, without charge, a copy of the Code of Ethics upon written request to J & J Snack Foods Corp., 6000 Central Highway, Pennsauken, New Jersey 08109, Attn: Dennis Moore. A copy of the Code of Ethics can also be found on our website at www.jjsnack.com. Any waiver of any provision of the Code of Ethics granted to the principal executive officer or senior financial officer may only be granted by a majority of the Company’s disinterested directors. If a waiver is granted, information concerning the waiver will be posted on our website www.jjsnack.com for a period of 12 months.

Item 11. Executive Compensation

Information concerning executive compensation appearing in the Company’s 2009 Proxy Statement under the caption “Management Remuneration” is incorporated herein by reference.

The following is a list of the executive officers of the Company and their principal past occupations or employment. All such persons serve at the pleasure of the Board of Directors and have been elected to serve until the Annual Meeting of Shareholders on February 8, 2010 or until their successors are duly elected.

Name		Position
Gerald B. Shreiber	68	Chairman of the Board, President, Chief Executive Officer and Director
Dennis G. Moore	54	Senior Vice President, Chief Financial Officer, Secretary, Treasurer and Director
Robert M. Radano	60	Senior Vice President, Sales and Chief Operating Officer
Dan Fachner	49	President of The ICEE Company Subsidiary
Vincent Melchiorre	49	Executive Vice President and Chief Marketing Officer

Gerald B. Shreiber is the founder of the Company and has served as its Chairman of the Board, President, and Chief Executive Officer since its inception in 1971. His term as a director expires in 2010.

Dennis G. Moore joined the Company in 1984. He served in various controllership functions prior to becoming the Chief Financial Officer in June 1992. His term as a director expires in 2012.

Robert M. Radano joined the Company in 1972 and in May 1996 was named Chief Operating Officer of the Company. Prior to becoming Chief Operating Officer, he was Senior Vice President, Sales responsible for national food service sales of J & J.

Dan Fachner has been an employee of ICEE-USA Corp., which was acquired by the Company in May 1987, since 1979. He was named Senior Vice President of The ICEE Company in April 1994 and became President in May 1997.

Vincent Melchiorre joined the Company in June 2007. Prior to joining the Company, he had been employed in management positions with Weston Foods, USA for one year, The Tasty Baking Company for three years and The Campbell Soup Company for over twenty years.

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Item 12.

Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters

Information concerning the security ownership of certain beneficial owners and management appearing in the Company’s 2009 Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners and Management” is incorporated herein by reference.

The following table details information regarding the Company’s existing equity compensation plans as of September 26, 2009.

	(a)		(b)		(c)
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders		746,000	$	23.70		1,321,000
Equity compensation plans not approved by security holders		—		—		—
Total		746,000	$	23.70		1,321,000

Item 13. Certain Relationships And Related Transactions, and Director Independence

None to report.

Item 14. Principal Accounting Fees And Services

Information concerning the Principal Accountant Fees and Services in the Company’s 2009 Proxy Statement is incorporated herein by reference.

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a)

The following documents are filed as part of this Report:

(1) Financial Statements

The financial statements filed as part of this report are listed on the Index to Consolidated Financial Statements and Financial Statements Schedule on page F-1.

(2) Financial Statement Schedule — Page S-1

Schedule II — Valuation and Qualifying Accounts

All other schedules are omitted either because they are not applicable or because the information required is contained in the financial statements or notes thereto.

(b)

Exhibits

3.1

Amended and Restated Certificate of Incorporation filed February 28, 1990. (Incorporated by reference from the Company’s Form 10-Q dated May 4, 1990.)

3.2

Revised Bylaws adopted May 17, 2006. (Incorporated by reference from the Company’s Form 10-K dated December 6, 2006.)

4.3

Amended and Restated Loan Agreement dated December 1, 2006 by and among J & J Snack Foods Corp. and Certain of its Subsidiaries and Citizens Bank of Pennsylvania, as Agent. (Incorporated by reference from the Company’s Form 10-K dated December 6, 2006.)

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10.1

Proprietary Exclusive Manufacturing Agreement dated July 17, 1984 between J & J Snack Foods Corp. and Wisco Industries, Inc. (Incorporated by reference from the Company’s Form S-1 dated February 4, 1986, file no. 33-2296).

10.2*

J & J Snack Foods Corp. Stock Option Plan. (Incorporated by reference from the Company’s Definitive Proxy Statement dated December 19, 2002.)

10.3*

Adoption Agreement for MFS Retirement Services, Inc. Non-Standardized 401(K) Profit Sharing Plan and Trust, effective September 1, 2004. (Incorporated by reference from the Company’s Form 10-K dated December 6, 2006.)

10.4*

J & J Snack Foods Corp. Directors’ and Consultants’ Deferred Compensation Plan adopted November 21, 2005. (Incorporated by reference from the Company’s Form 10-K dated December 6, 2006.)

10.6

Lease dated September 24, 1991 between J & J Snack Foods Corp. of New Jersey and A & H Bloom Construction Co. for the 101,200 square foot building next to the Company’s manufacturing facility in Pennsauken, New Jersey. (Incorporated by reference from the Company’s Form 10-K dated December 17, 1991.)

10.7

Lease dated August 29, 1995 between J & J Snack Foods Corp. and 5353 Downey Associated Ltd. for the lease of the Vernon, CA facility. (Incorporated by reference from the Company’s Form 10-K dated December 21, 1995.)

10.8*

J & J Snack Foods Corp. Employee Stock Purchase Plan (Incorporated by reference from the Company’s Form S-8 dated May 16, 1996).

10.11

Amendment No. 1 to Lease dated August 29, 1995 between J & J Snack Foods Corp. and 5353 Downey Associated Ltd. for the lease of the Vernon, CA facility. (Incorporated by reference from the Company’s Form 10-K dated December 18, 2002).

10.12

Employment agreement between Vincent A. Melchiorre and J & J Snack Foods Corp. (Incorporated by reference from the Company’s 8-K dated June 5, 2007).

10.13**

Lease dated July 15, 2009 between J & J Snack Foods Sales Corp. and The Bloom Organization of South Jersey, LLC for the 101,200 square foot building next to the Company’s manufacturing facility in Pennsauken, New Jersey.

10.14**

Leases and amendments to leases between Liberty Venture I, LP and J & J Snack Foods Corp. for the three buildings located in Bridgeport, New Jersey.

14.1

Code of Ethics Pursuant to Section 406 of the Sarbanes-Oxley Act of 2002. (Incorporated by reference from the Company’s 10-Q dated July 20, 2004).

21.1**

Subsidiaries of J & J Snack Foods Corp.

23.1**

Consent of Independent Registered Public Accounting Firm.

31.1**

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2**

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**

Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002.

32.2**

Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002.

Compensatory Plan

Filed Herewith

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SIGNATURES

Pursuant to the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused report to be signed on its behalf by the undersigned, thereunto duly authorized.

	J & J SNACK FOODS CORP.

December 8, 2009	By	/s/ Gerald B. Shreiber
		Gerald B. Shreiber, Chairman of the Board, President, Chief Executive Officer and Director (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

December 8, 2009								/s/ Gerald B. Shreiber
								Gerald B. Shreiber, Chairman of the Board, President, Chief Executive Officer and Director (Principal Executive Officer)
December 8, 2009								/s/ Dennis G. Moore Dennis G. Moore, Senior Vice President, Chief Financial Officer and Director (Principal Financial Officer) (Principal Accounting Officer)
December 8, 2009								/s/ Sidney R. Brown Sidney R. Brown, Director
December 8, 2009								/s/ Peter G. Stanley Peter G. Stanley, Director
December 8, 2009								/s/ Leonard M. Lodish Leonard M. Lodish, Director

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J & J SNACK FOODS CORP.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULE

Financial Statements:
Report of Independent Registered Public Accounting Firm					F-2
Consolidated Balance Sheets as of September 26, 2009 and September 27, 2008					F-3
Consolidated Statements of Earnings for fiscal years ended September 26, 2009, September 27, 2008 and September 29, 2007					F-4
Consolidated Statement of Changes in Stockholders’ Equity for the fiscal years ended September 26, 2009, September 27, 2008 and September 29, 2007					F-5
Consolidated Statements of Cash Flows for fiscal years ended September 26, 2009, September 27, 2008 and September 29, 2007					F-6
Notes to Consolidated Financial Statements					F-7
Financial Statement Schedule:
Schedule II — Valuation and Qualifying Accounts					S-1

F-1

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Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors
J & J Snack Foods Corp. and Subsidiaries

We have audited the accompanying consolidated balance sheets of J & J Snack Foods Corp. and Subsidiaries as of September 26, 2009 and September 27, 2008, and the related consolidated statements of earnings, changes in stockholders’ equity, and cash flows for each of the three fiscal years in the period ended September 26, 2009 (52 weeks, 52 weeks, and 52 weeks, respectively). Our audits of the basic financial statements included the financial statement schedule, listed in the index appearing under Item 15(a)(2). We have also audited J & J Snack Foods Corp. and Subsidiaries’ internal control over financial reporting as of September 26, 2009, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). J & J Snack Foods Corp. and Subsidiaries’ management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting which is included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these financial statements and financial statement schedule and an opinion on J & J Snack Foods Corp. and Subsidiaries’ internal control over financial reporting 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 and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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 26, 2009 and September 27, 2008, and the consolidated results of its operations and its consolidated cash flows for each of the three fiscal years in the period ended September 26, 2009 (52 weeks, 52 weeks and 52 weeks) in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. Also in our opinion, J & J Snack Foods Corp. and Subsidiaries maintained, in all material respects, effective internal control over financial reporting as of September 26, 2009, based on criteria established in Internal Control-Integrated Framework issued by COSO.

As discussed in Note A to the consolidated financial statements, the Company has adopted Accounting Standards Codification No. 740, Income Taxes, relating to uncertainties in income taxes in 2008.

/s/ GRANT THORNTON LLP

Philadelphia, Pennsylvania

December 8, 2009

F-2

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J & J SNACK FOODS CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

	September 26, 2009			September 27, 2008
	(in thousands, except share amounts)
Assets
Current Assets
Cash and cash equivalents	$	60,343		$	44,265
Marketable securities held to maturity		38,653			2,470
Auction market preferred stock		—			14,000
Receivables
Trade, less allowances of $623 and $926, respectively		59,734			61,176
Other		808			677
Inventories		46,004			49,095
Prepaid expenses and other		1,910			1,962
Deferred income taxes		3,659			3,555
Total current assets		211,111			177,200

Property, Plant and Equipment, at cost		383,156			364,164
Less accumulated depreciation and amortization		285,983			271,100
		97,173			93,064
Other Assets
Goodwill		60,314			60,314
Other intangible assets, net		49,125			53,633
Marketable securities held to maturity		19,994			—
Auction market preferred stock		—			21,200
Other		2,110			2,997
		131,543			138,144
	$	439,827		$	408,408
Liabilities and Stockholders’ Equity
Current Liabilities
Current obligations under capital leases	$	96		$	93
Accounts payable		48,204			48,580
Accrued liabilities		5,919			5,557
Accrued compensation expense		11,656			10,232
Dividends payable		1,804			1,732
Total current liabilities		67,679			66,194

Long-term obligations under capital leases		285			381
Deferred income taxes		27,033			23,056
Other long-term liabilities		1,986			1,999
Stockholders’ Equity
Preferred stock, $1 par value; authorized, 10,000,000 shares; none issued		—			—
Common stock, no par value; authorized, 50,000,000 shares; issued and outstanding 18,526,000 and 18,748,000 respectively		41,777			48,415
Accumulated other comprehensive loss		(3,431	)		(2,003	)
Retained earnings		304,498			270,366
		342,844			316,778
	$	439,827		$	408,408

The accompanying notes are an integral part of these statements.

F-3

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J & J SNACK FOODS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS

(in thousands, except per share information)

	Fiscal year ended
	September 26, 2009 (52 weeks)			September 27, 2008 (52 weeks)			September 29, 2007 (52 weeks)
Net Sales	$	653,047		$	629,359		$	568,901
Cost of goods sold(1)		444,203			442,452			382,374
Gross profit		208,844			186,907			186,527
Operating expenses
Marketing(2)		69,493			69,792			70,248
Distribution(3)		49,705			52,609			48,945
Administrative(4)		22,713			21,545			20,142
Other general income		(5	)		(375	)		(1,388	)
		141,906			143,571			137,947
Operating income		66,938			43,336			48,580

Other income (expenses)
Investment income		1,386			2,665			2,720
Interest expense and other		(115	)		(116	)		(142	)
		1,271			2,549			2,578
Earnings before income taxes		68,209			45,885			51,158

Income taxes		26,897			17,977			19,046

NET EARNINGS	$	41,312		$	27,908		$	32,112

Earnings per diluted share	$	2.21		$	1.47		$	1.69

Weighted average number of diluted shares		18,713			19,008			19,005

Earnings per basic share	$	2.23		$	1.49		$	1.72

Weighted average number of basic shares		18,516			18,770			18,635

(1)

Includes share-based compensation expense of $211 for the year ended September 26, 2009, $229 for the year ended September 27, 2008 and $227 for the year ended September 29, 2007.

(2)

Includes share-based compensation expense of $729 for the year ended September 26, 2009, $799 for the year ended September 27, 2008 and $716 for the year ended September 29, 2007.

(3)

Includes share-based compensation expense of $21 for the year ended September 26, 2009, $23 for the year ended September 27, 2008 and $50 for the year ended September 29, 2007.

(4)

Includes share-based compensation expense of $755 for the year ended September 26, 2009, $800 for the year ended September 27, 2008 and $747 for the year ended September 29, 2007.

The accompanying notes are an integral part of these statements.

F-4

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J & J SNACK FOODS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
(in thousands)

	Common Stock
	Shares			Amount			Accumulated Other Comprehensive Loss			Retained Earnings			Total			Comprehensive Income
Balance at October 1, 2006		18,468		$	41,098		$	(1,964	)	$	224,522		$	263,656
Issuance of common stock upon exercise of stock options		211			3,669			—			—			3,669
Issuance of common stock for employee stock purchase plan		23			700			—			—			700
Foreign currency translation adjustment		—			—			(42	)		—			(42	)	$	(42	)
Issuance of common stock under deferred stock plan		—			275			—			—			275
Dividends declared		—			—			—			(6,326	)		(6,326	)
Share-based compensation		—			1,538			—			—			1,538
Net earnings		—			—			—			32,112			32,112			32,112
Comprehensive income		—			—			—			—			—		$	32,070
Balance at September 29, 2007		18,702		$	47,280		$	(2,006	)	$	250,308		$	295,582
Cumulative effective of change in accounting for income taxes		—			—			—			(925	)		(925	)
Issuance of common stock upon exercise of stock options		150			2,029			—			—			2,029
Issuance of common stock for employee stock purchase plan		31			782			—			—			782
Foreign currency translation adjustment		—			—			3			—			3		$	3
Issuance of common stock under deferred stock plan		—			388			—			—			388
Dividends declared		—			—			—			(6,925	)		(6,925	)
Share-based compensation		—			1,475			—			—			1,475
Repurchase of common stock		(135	)		(3,539	)		—			—			(3,539	)
Net earnings		—			—			—			27,908			27,908			27,908
Comprehensive income		—			—			—			—			—		$	27,911
Balance at September 27, 2008		18,748		$	48,415		$	(2,003	)	$	270,366		$	316,778
Issuance of common stock upon exercise of stock options		198			3,284			—			—			3,284
Issuance of common stock for employee stock purchase plan		26			687			—			—			687
Foreign currency translation adjustment		—			—			(1,428	)		—			(1,428	)	$	(1,428	)
Issuance of common stock under deferred stock plan		5			368			—			—			368
Dividends declared		—			—			—			(7,180	)		(7,180	)
Share-based compensation		—			1,533			—			—			1,533
Repurchase of common stock		(451	)		(12,510	)		—			—			(12,510	)
Net earnings		—			—			—			41,312			41,312			41,312
Comprehensive income		—			—			—			—			—		$	39,884
Balance at September 26, 2009		18,526		$	41,777		$	(3,431	)	$	304,498		$	342,844

The accompanying notes are an integral part of these statements.

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J & J SNACK FOODS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

	Fiscal year ended
	September 26, 2009 (52 weeks)			September 27, 2008 (52 weeks)			September 29, 2007 (52 weeks)
Operating activities:
Net earnings	$	41,312		$	27,908		$	32,112
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization of fixed assets		22,663			22,181			22,451
Amortization of intangibles and deferred costs		5,090			5,289			4,557
Gains from disposals and impairment of property & equipment		(31	)		(174	)		(49	)
Other		—			—			(150	)
Share-based compensation		1,716			1,851			1,740
Deferred income taxes		3,839			3,446			557
Changes in assets and liabilities, net of effects from purchase of companies:
Decrease (increase) in accounts receivable		1,144			(4,701	)		(569	)
Decrease (increase) in inventories		2,993			(2,448	)		(5,722	)
Decrease (increase) in prepaid expenses and other		37			(537	)		(65	)
Increase in accounts payable and accrued liabilities		1,870			2,082			2,981
Net cash provided by operating activities		80,633			54,897			57,843
Investing activities:
Purchases of property, plant and equipment		(27,190	)		(22,781	)		(22,765	)
Payments for purchases of companies, net of cash acquired		—			—			(52,747	)
Purchase of marketable securities		(66,380	)		(2,470	)		—
Proceeds from redemption and sales of marketable securities		10,204			—			—
Purchase of auction market preferred stock		—			(10,500	)		(60,875	)
Proceeds from redemption and sales of auction market preferred stock		35,200			16,500			78,882
Proceeds from disposal of property and equipment		326			932			592
Other		15			(535	)		(921	)
Net cash used in investing activities		(47,825	)		(18,854	)		(57,834	)

Financing activities:
Payments to repurchase common stock		(12,510	)		(3,539	)		—
Proceeds from issuance of common stock		3,971			2,811			4,369
Payments of cash dividend		(7,108	)		(6,781	)		(6,123	)
Payments on capitalized lease obligations		(93	)		(91	)		(15	)
Net cash used in financing activities		(15,740	)		(7,600	)		(1,769	)
Effect of exchange rate on cash and cash equivalents		(990	)		3			(42	)
Net increase (decrease) in cash and cash equivalents		16,078			28,446			(1,802	)
Cash and cash equivalents at beginning of year		44,265			15,819			17,621
Cash and cash equivalents at end of year	$	60,343		$	44,265		$	15,819

The accompanying notes are an integral part of these statements.

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Table of Contents

J & J SNACK FOODS CORP. AND SUBSIDIARIES
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

We recognize revenue from our products when the products are shipped to our customers and when equipment service is performed for our customers who are charged on a time and material basis. We also sell equipment service contracts with terms of coverage ranging between 12 and 60 months. We record deferred income on equipment service contracts which is amortized by the straight-line method over the term of the contracts. Revenue is recognized only where persuasive evidence of an arrangement exists, our price is fixed or determinable and collectability is reasonably assured. We record offsets to revenue for allowances, end-user pricing adjustments, trade spending, coupon redemption costs and returned product. Customers generally do not have the right to return product unless it is damaged or defective.

All amounts billed to customers related to shipping and handling are classified as revenues. Our product costs include amounts for shipping and handling, therefore, we charge our customers shipping and handling fees at the time the products are shipped or when services are performed. The cost of shipping products to the customer is recognized at the time the products are shipped to the customer and our policy is to classify them as Distribution expenses. The cost of shipping products to the customer classified as Distribution expenses was $49,705,000, $52,609,000 and $48,945,000 for the fiscal years ended 2009, 2008 and 2007, respectively.

During the years ended September 26, 2009, September 27, 2008 and September 29, 2007, we sold $16,745,000, $11,881,000 and $9,000,000, respectively, of service contracts related to frozen beverage machines. At September 26, 2009 and September 27, 2008, deferred income on service contracts was $1,424,000 and $1,130,000, respectively, of which $90,000 and $144,000 is included in other long-term liabilities as of September 26, 2009 and September 27, 2008, respectively and the balance is reflected as short-term and included in accrued liabilities on the consolidated balance sheet. Service contract income of $16,451,000, $11,911,000 and $9,612,000 was recognized for the fiscal years ended 2009, 2008 and 2007, 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 and changes to such are included in comprehensive income.

4. Use of Estimates

In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, 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.

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J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE A — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

5. Cash Equivalents

Cash equivalents are short-term, highly liquid investments with original maturities of three months or less.

6. Concentrations of Credit Risk and Accounts Receivable

We maintain cash balances at financial institutions located in various states. Some of our accounts are insured by the Federal Deposit Insurance Corporation up to $250,000. We customarily maintain cash balances in excess of these insurance limits. Some of our cash is in bank accounts which are insured by the Federal Deposit Insurance Corporation with no limit.

Other financial instruments that could potentially subject us to concentrations of credit risk are trade accounts receivable; however, such risks are limited due to the large number of customers comprising our customer base and their dispersion across geographic regions. We usually have approximately 10 customers with accounts receivable balances of between $1 million to $7 million.

The majority of our accounts receivable are due from trade customers. Credit is extended based on evaluation of our customers’ financial condition and collateral is not required. Accounts receivable payment terms vary and are stated in the financial statements at amounts due from customers net of an allowance for doubtful accounts. Accounts outstanding longer than the payment terms are considered past due. We determine our allowance by considering a number of factors, including the length of time trade accounts receivable are past due, our previous loss history, customers’ current ability to pay their obligations to us, and the condition of the general economy and the industry as a whole. We write off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for doubtful accounts.

7. Inventories

Inventories are valued at the lower of cost (determined by the first-in, first-out or weighted-average method) or market. We recognize abnormal amounts of idle facilities, freight, handling costs, and spoilage as charges of the current period. Additionally, we allocate fixed production overheads to inventories based on the normal capacity of our production facilities. We calculate normal capacity as the production expected to be achieved over a number of periods or seasons under normal circumstances, taking into account the loss of capacity resulting from planned maintenance. This requires us to use judgment to determine when production is outside the range of expected variation in production (either abnormally low or abnormally high). In periods of abnormally low production (for example, periods in which there is significantly lower demand, labor and material shortages exist, or there is unplanned equipment downtime) the amount of fixed overhead allocated to each unit of production is not increased. However, in periods of abnormally high production the amount of fixed overhead allocated to each unit of production is decreased to assure inventories are not measured above cost.

We review for slow moving and obsolete inventory and a reserve is established for the value of inventory that we estimate will not be used. At September 26, 2009 and September 27, 2008, our reserve for inventory was $4,209,000 and $3,817,000, respectively.

8. Investment Securities

We classify our investment securities in one of three categories: held to maturity, trading, or available for sale; however, we have classified our auction market preferred stock separately on our balance sheet and in our statement of cash flows because of the failure of the auction market beginning in February 2008. The balance of our investment

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J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE A — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

portfolio consists solely of investments classified as held to maturity. See Note C for further information on our holdings of investment securities.

9. Depreciation and Amortization

Depreciation of equipment and buildings is provided for by the straight-line method over the assets’ estimated useful lives. We review our equipment and buildings to ensure that they provide economic benefit and are not impaired.

Amortization of improvements is provided for by the straight-line method over the term of the lease or the assets’ estimated useful lives, whichever is shorter. Licenses and rights arising from acquisitions are amortized by the straight-line method over periods ranging from 3 to 20 years.

We use market value tests and discounted cash flow models to test goodwill and other intangible assets for impairment. These assets are reviewed for impairment annually or more frequently as a triggering event, such as the loss of a major customer, might occur.

10. Fair Value of Financial Instruments

The carrying value of our short-term financial instruments, such as accounts receivables and accounts payable, approximate their fair values, based on the short-term maturities of these instruments.

11. Income Taxes

We account for our 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 that will be in effect when these differences reverse. Deferred tax expense is the result of changes in deferred tax assets and liabilities.

Additionally, we recognize a liability for income taxes and associated penalties and interest for tax positions taken or expected to be taken in a tax return which are more likely than not to be overturned by taxing authorities (“uncertain tax positions”). We have not recognized a tax benefit in our financial statements for these uncertain tax positions.

On September 30, 2007, the first day of the 2008 fiscal year, we recognized a $925,000 decrease to opening retained earnings from the cumulative effect of recognizing a liability for uncertain tax positions. As of September 26, 2009, the total amount of gross unrecognized tax benefits is $1,895,000, all of which would impact our effective tax rate over time, if recognized. We recognize interest and penalties related to income tax matters as a part of the provision for income taxes. The Company had $742,000 and $588,000 of accrued interest and penalties as of September 26, 2009 and September 27, 2008, respectively. We recognized $3,000 and $6,000 of penalties and interest in the years ended September 26, 2009 and September 27, 2008, respectively. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

	(in thousands)
Balance at September 27, 2008	$	1,735
Additions based on tax positions related to the current year		246
Reductions for tax positions of prior years		(86	)
Settlements		—
Balance at September 26, 2009	$	1,895

In addition to our federal tax return and tax returns for Mexico and Canada, we file tax returns in all states that have a corporate income tax. Virtually all the returns noted above are open for examination for three to four years.

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J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE A — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

12. Earnings Per Common Share

Basic earnings per common share (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.

Our calculation of EPS is as follows:

	Fiscal Year Ended September 26, 2009
	Income (Numerator)		Shares (Denominator)		Per Share Amount
	(in thousands, except per share amounts)
Earnings Per Basic Share
Net Income available to common stockholders	$	41,312		18,516	$	2.23
Effect of Dilutive Securities
Options		—		197		(.02	)
Earnings Per Diluted Share
Net Income available to common stockholders plus assumed conversions	$	41,312		18,713	$	2.21

114,236 anti-dilutive shares have been excluded in the computation of 2009 diluted EPS because the options’ exercise price is greater than the average market price of the common stock.

	Fiscal Year Ended September 27, 2008
	Income (Numerator)		Shares (Denominator)		Per Share Amount
	(in thousands, except per share amounts)
Earnings Per Basic Share
Net Income available to common stockholders	$	27,908		18,770	$	1.49
Effect of Dilutive Securities
Options		—		238		(.02	)
Earnings Per Diluted Share
Net Income available to common stockholders plus assumed conversions	$	27,908		19,008	$	1.47

273,471 anti-dilutive shares have been excluded in the computation of 2008 diluted EPS because the options’ exercise price is greater than the average market price of the common stock.

	Fiscal Year Ended September 29, 2007
	Income (Numerator)		Shares (Denominator)		Per Share Amount
	(in thousands, except per share amounts)
Earnings Per Basic Share
Net Income available to common stockholders	$	32,112		18,635	$	1.72
Effect of Dilutive Securities
Options		—		370		(.03	)

Earnings Per Diluted Share
Net Income available to common stockholders plus assumed conversions	$	32,112		19,005	$	1.69

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J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE A — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

128,200 anti-dilutive shares have been excluded in the computation of 2007 diluted EPS because the options’ exercise price is greater than the average market price of the common stock.

13. Accounting for Stock-Based Compensation

At September 26, 2009, the Company has three stock-based employee compensation plans. Share-based compensation was recognized as follows:

	September 26, 2009		September 27, 2008		September 29, 2007
	(in thousands, except per share amounts)
Stock options	$	508	$	1,019	$	833
Stock purchase plan		237		137		146
Deferred stock issued to outside directors		138		138		138
Restricted stock issued to an employee		87		100		31
	$	970	$	1,394	$	1,148
Per diluted share	$	.05	$	.07	$	.06
The above compensation is net of tax benefits	$	746	$	457	$	592

At September 26, 2009, the Company has unrecognized compensation expense of approximately $650,000 to be recognized over the next three fiscal years.

The fair value of each option grant is estimated on the date of grant using the Black-Scholes options-pricing model with the following weighted average assumptions used for grants in fiscal 2009, 2008 and 2007: expected volatility of 23.3% for fiscal year 2009, 25.2% for year 2008 and 27.4% for year 2007; weighted average risk-free interest rates of 2.70%, 3.60% and 4.57%; dividend rate of 1.2%, 1.1% and .9% and expected lives ranging between 5 and 10 years for all years. Expected forfeiture rates of 15% were used for all years.

Expected volatility is based on the historical volatility of the price of our common shares over the past 50 to 51 months for 5 year options and 10 years for 10 year options. We use historical information to estimate expected life and forfeitures within the valuation model. The expected term of awards represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the expected life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Compensation cost is recognized using a straight-line method over the vesting or service period and is net of estimated forfeitures.

14. Advertising Costs

Advertising costs are expensed as incurred. Total advertising expense was $2,267,000, $1,666,000, and $4,084,000 for the fiscal years 2009, 2008 and 2007, respectively.

15. Commodity Price Risk Management

Our most significant raw material requirements include flour, shortening, corn syrup, sugar, juice, cheese, chocolate, and a variety of nuts. We attempt to minimize the effect of future price fluctuations related to the purchase of raw materials primarily through forward purchasing to cover future manufacturing requirements, generally for periods from 1 to 12 months. As of September 26, 2009, we have approximately $46 million of such commitments. Futures contracts are not used in combination with forward purchasing of these raw materials. Our procurement practices are intended to reduce the risk of future price increases, but also may potentially limit the ability to benefit from possible price decreases. Our policy is to recognize estimated losses on purchase commitments when they occur. At each of the last three fiscal year ends, we did not have any material losses on our purchase commitments.

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J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE A — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

16. Research and Development Costs

Research and development costs are expensed as incurred. Total research and development expense was $761,000, $571,000 and $529,000 for the fiscal years 2009, 2008 and 2007, respectively.

17. Recent Accounting Pronouncements

In December 2007, the FASB issued guidance expanding the definition of a business combination and requiring the fair value of the purchase price of an acquisition, including the issuance of equity securities, to be determined on the acquisition date. The guidance also requires that all assets, liabilities, contingent considerations, and contingencies of an acquired business be recorded at fair value at the acquisition date. In addition, the guidance requires that acquisition costs generally be expensed in the period incurred and changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period to impact income tax expense. We will adhere to this guidance effective for our first quarter of Fiscal 2010.

In August 2008, the FASB issued guidance that revises the factors that a company should consider to develop renewal or extension assumptions used in estimating the useful life of a recognized intangible asset. The new guidance will apply to all intangible assets acquired after the guidance’s effective date. The guidance also requires new disclosures for all intangible assets recognized as of, and subsequent to, the effective date. The underlying purpose of the guidance is to improve the consistency between the period of expected cash flows used to measure the fair value of a recognized intangible asset and the useful life of an intangible asset. This guidance is effective for our 2010 fiscal year. We are evaluating the effect the implementation of this guidance will have on our consolidated financial statements.

In April 2009, the FASB issued guidance that amends the provisions in its guidance issued in December 2007 for the initial recognition and measurement, subsequent measurement and accounting, and disclosures for assets and liabilities arising from contingencies in business combinations. This revised guidance eliminates the distinction between contractual and non-contractual contingencies, including the initial recognition and measurement criteria, included in the December 2007 guidance and carries forward most of the provisions related to acquired contingencies in its June 2001 guidance. This guidance is effective for contingent assets and contingent liabilities acquired in business combinations for which the acquisition date is on or after the beginning of our fiscal year 2010. The effect of this guidance on our consolidated financial statements will depend upon the nature, terms and size of any acquired contingencies consummated in fiscal year 2010 or later.

In June 2009, the FASB issued the FASB Accounting Standards Codification (“the Codification”), which establishes the Codification as the source of authoritative accounting guidance to be applied in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”). The Codification, which changes the referencing of financial standards, became effective for interim and annual periods ending on or after September 15, 2009. The codification is now the single official source of authoritative U.S. GAAP (other than guidance issued by the Securities and Exchange Commission), superseding existing FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force and related literature. Only one level of authoritative U.S. GAAP now exists. All other literature is considered non-authoritative. The Codification does not change U.S. GAAP. We adopted the Codification during our fiscal year ended September 26, 2009.

18. Reclassifications

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

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Table of Contents

J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE B — ACQUISITIONS

On March 17, 2005, we acquired all of the assets of Snackworks LLC, d/b/a Bavarian Brothers, a manufacturer of soft pretzels headquartered in Rancho Cucamonga, California for $14.8 million plus approximately $600,000 for inventory. Snackworks operated production facilities in California and Chambersburg, Pennsylvania and markets its products under the brand names SERIOUSLY TWISTED!, BAVARIAN BROTHERS and CINNAPRETZEL. Snackworks sells throughout the continental United States primarily to mass merchandisers and theatres.

On January 31, 2006, we acquired the stock of ICEE of Hawaii. ICEE of Hawaii, headquartered in Waipahu, Hawaii, distributes ICEE frozen beverages and related products throughout the Hawaiian islands. Annual sales are approximately $2.3 million.

On January 9, 2007 we acquired the assets of Hom/Ade Foods, Inc., a manufacturer and distributor of biscuits and dumplings sold under the MARY B’S and private label store brands to the supermarket industry. Hom/Ade is headquartered in Pensacola, Florida.

On January 31, 2007 we acquired the assets of Radar Inc., a manufacturer and seller of fig and fruit bars selling its products under the brand DADDY RAY’S. Headquartered and with its manufacturing facility in Moscow Mills, Missouri (outside of St. Louis), Radar, Inc. had annual sales of approximately $23 million dollars selling to the retail grocery segment and mass merchandisers, both branded and private label.

On April 2, 2007, we acquired the WHOLE FRUIT Sorbet and FRUIT-A-FREEZE Fruit Bar brands, along with related assets including a manufacturing facility located in Norwalk, California which sells primarily to the supermarket industry.

On June 25, 2007, we acquired the assets of an ICEE distributor in Kansas with annual sales of less than $1 million.

The allocation of the purchase prices for the Hom/Ade and Radar acquisitions and other acquisitions which were made during the 2007 fiscal year is as follows:

	Hom/Ade		Radar		Other
	(in thousands)
Working Capital	$	1,410	$	1,284	$	989
Property, plant & equipment		233		5,750		1,442
Trade Names		6,220		1,960		3,086
Customer Relationships		17,250		10,730		58
Covenant not to Compete		301		109		—
Goodwill		476		1,287		603
	$	25,890	$	21,120	$	6,178

Included in the purchase price for Hom/Ade is a pre-acquisition contingency which was settled in the first quarter of fiscal year 2008 for approximately $1.9 million.

The following pro forma information discloses net sales, net earnings and earnings per share for the three fiscal years ended September 26, 2009 including the sales and net earnings of Hom/Ade, Radar and Slush Puppie for all periods.

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Table of Contents

J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE B — ACQUISITIONS (Continued)

The impact of the other acquisitions made during the periods on net sales, net earnings and earnings per share was not significant.

	Pro Forma
	Fiscal year ended
	September 26, 2009 (52 weeks)		September 27, 2008 (52 weeks)		September 29, 2007 (52 weeks)
	(in thousands except per share information)
Net Sales	$	653,047	$	629,359	$	581,024
Net Earnings	$	41,312	$	27,908	$	33,235
Earnings per diluted share	$	2.21	$	1.47	$	1.75
Earnings per basic share	$	2.23	$	1.49	$	1.78

These acquisitions were accounted for under the purchase method of accounting, and their operations are included in the accompanying consolidated financial statements from their acquisition dates.

NOTE C — INVESTMENT SECURITIES

We have classified our investment securities as marketable securities held to maturity and auction market preferred stock (AMPS). The FASB defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the FASB has established three levels of inputs that may be used to measure fair value:

Level 1				Observable inputs such as quoted prices in active markets for identical assets or liabilities;
Level 2				Observable inputs, other than Level 1 inputs in active markets, that are observable either directly or indirectly; and
Level 3				Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions.

We have concluded that the carrying value of 26 week certificates of deposit placed through the Certificate of Deposit Account Registry Service equals fair market value. Other marketable securities held to maturity values are derived solely from level 1 inputs. We have no holdings of AMPS at September 26, 2009.

The amortized cost, unrealized gains and losses, and fair market values of our investment securities held to maturity at September 26, 2009 are summarized as follows:

	Amortized Cost		Gross Unrealized Gains		Fair Unrealized Losses		Market Value
	(in thousands)
US Government Agency Debt	$	6,009	$	22	$	1	$	6,030
FDIC Backed Corporate Debt		13,213		198		—		13,411
Certificates of Deposit		39,425		21		3		39,443
	$	58,647	$	241	$	4	$	58,884

All of the certificates of deposit are within the FDIC limits for insurance coverage.

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Table of Contents

J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE C — INVESTMENT SECURITIES (Continued)

The amortized cost, unrealized gains and losses, and fair market values of our investment securities held to maturity at September 27, 2008 are summarized as follows:

Certificates of Deposit				$	2,470			$	—			$	6			$	2,464
				$	2,470			$	—			$	6			$	2,464

All of the certificates of deposit are within the FDIC limits for insurance coverage.

The amortized cost and fair value of the Company’s held to maturity securities by contractual maturity at September 26, 2009 and September 27, 2008 are summarized as follows:

	September 26, 2009				September 27, 2008
	Amortized Cost		Fair Market Value		Amortized Cost		Fair Market Value
	(in thousands)
Due in one year or less	$	38,653	$	38,668	$	2,470	$	2,464
Due after one year through five years		19,994		20,216		—		—
Total held to maturity securities	$	58,647	$	58,884	$	2,470	$	2,464
Less current portion		38,653		38,668		2,470		2,464
Long term held to maturity securities	$	19,994	$	20,216	$	—	$	—

The amortized cost, unrealized gains and losses, and fair market values of our auction market preferred stock at September 27, 2008 are summarized as follows:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Market Value
	(in thousands)
Auction Market Preferred Stock
Equity Securities	$	35,200	$	—	$	—	$	35,200
	$	35,200	$	—	$	—	$	35,200

The AMPS we owned at September 27, 2008 are senior equity securities of closed-end funds and have priority over the fund’s common shares as to distribution of assets and dividends, as described in each fund’s prospectus.

On August 21, 2008, Merrill Lynch announced a plan to purchase, at par, AMPS held by J & J and other of its clients. Redemption of our AMPS subsequent to the failure of the auction process in February 2008 was $10,000,000, our carrying value, in the year ended September 27,2008 and $15,400,000, also our carrying value, in the year ended September 26, 2009. In January 2009, we sold $19,800,000 of our AMPS to Merrill Lynch at our carrying value.

Proceeds from the sale and redemption of AMPS were $35,200,000 in the year ended September 26, 2009, with no gain or loss recorded. Proceeds from the sale and redemption of AMPS were $16,500,000 in the year ended September 27, 2008, with no gain or loss recorded. We use the specific identification method to determine the cost of securities sold.

Proceeds from the sale and redemption of marketable securities were $10,204,000 in the year ended September 26, 2009, and none in the prior year, with no gain or loss recorded. We use the specific identification method to determine the cost of securities sold.

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J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE D — INVENTORIES

Inventories consist of the following:

	September 26, 2009		September 27, 2008
	(in thousands)
Finished goods	$	19,913	$	23,512
Raw materials		8,060		7,658
Packaging materials		5,141		5,405
Equipment parts and other		12,890		12,520
	$	46,004	$	49,095

Inventory is presented net of an allowance for obsolescence of $4,209,000 and $3,817,000 as of fiscal year ends 2009 and 2008, respectively.

NOTE E — PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:

	September 26, 2009		September 27, 2008
	(in thousands)
Land	$	1,416	$	1,416	—
Buildings		8,672		8,672	15–39.5 years
Plant machinery and equipment		133,758		124,591	5–20 years
Marketing equipment		202,708		195,878	5–7 years
Transportation equipment		2,733		2,878	5 years
Office equipment		11,461		10,820	3–5 years
Improvements		18,454		17,694	5–20 years
Construction in progress		3,954		2,215	—
	$	383,156	$	364,164

NOTE F — GOODWILL AND INTANGIBLE ASSETS

Our four reporting units, which are also reportable segments, are Food Service, Retail Supermarket, The Restaurant Group and Frozen Beverages.

The carrying amount of acquired intangible assets for the reportable segments are as follows:

	September 26, 2009				September 27, 2008
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
	(in thousands)
Food Service

Indefinite lived intangible assets
Trade Names	$	8,180	$	—	$	8,180	$	—

Amortized intangible assets
Non compete agreements		435		282		435		215
Customer relationships		33,287		11,526		33,287		8,087
Licenses and rights		3,606		2,061		3,606		1,835
	$	45,508	$	13,869	$	45,508	$	10,137

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J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE F — GOODWILL AND INTANGIBLE ASSETS (Continued)

	September 26, 2009				September 27, 2008
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
	(in thousands)
Retail Supermarket

Indefinite lived intangible assets
Trade Names	$	2,731	$	—	$	2,731	$	—

The Restaurant Group

Amortized intangible assets
Licenses and rights	$	—	$	—	$	—	$	—

Frozen Beverages

Indefinite lived intangible assets
Trade Names	$	9,315	$	—	$	9,315	$	—

Amortized intangible assets
Non compete agreements		148		141		148		99
Customer relationships		6,478		2,212		6,478		1,548
Licenses and rights		1,601		434		1,601		364
	$	17,542	$	2,787	$	17,542	$	2,011

The gross carrying amount of intangible assets is determined by applying a discounted cash flow model to the future sales and earnings associated with each intangible asset or is set by contract cost. The amortization period used for definite lived intangible assets is set by contract period or by the period over which the bulk of the discounted cash flow is expected to be generated. We currently believe that we will receive the benefit from the use of the trade names classified as indefinite lived intangible assets indefinitely and they are therefore not amortized.

Licenses and rights are being amortized by the straight-line method over periods ranging from 3 to 20 years and amortization expense is reflected throughout operating expenses.

Aggregate amortization expense of intangible assets for the fiscal years 2009, 2008 and 2007 was $4,508,000, $4,700,000 and $3,974,000.

Estimated amortization expense for the next five fiscal years is approximately $4,500,000 in 2010, $4,100,000 in 2011, $3,800,000 in 2012 and $3,700,000 in 2013 and 2014. The weighted average amortization period of the intangible assets is 10.3 years.

Goodwill

The carrying amounts of goodwill for the reportable segments are as follows:

	Food Service		Retail Supermarkets		Restaurant Group		Frozen Beverages		Total
	(in thousands)
Balance at September 26, 2009	$	23,988	$	—	$	386	$	35,940	$	60,314
Balance at September 27, 2008	$	23,988	$	—	$	386	$	35,940	$	60,314

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J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE F — GOODWILL AND INTANGIBLE ASSETS (Continued)

The carrying value of goodwill is determined based on the excess of the purchase price of acquisitions over the estimated fair value of tangible and intangible net assets. Goodwill is not amortized but is evaluated annually by management for impairment. There were no impairment charges in 2009, 2008 or 2007.

NOTE G — LONG-TERM DEBT

In December 2006, we entered into an amended and restated loan agreement with our existing banks which provides for up to a $50,000,000 revolving credit facility repayable in December 2011, with the availability of repayments without penalty. The agreement contains restrictive covenants and requires commitment fees in accordance with standard banking practice. As of September 26, 2009 and September 27, 2008, there were no outstanding balances under the facility.

NOTE H — OBLIGATIONS UNDER CAPITAL LEASES

Obligations under capital leases consist of the following:

	September 26, 2009		September 27, 2008
	(in thousands)
Capital lease obligations, with interest at 2.6%, payable in monthly installments of $8,700, through August 2013	$	381	$	474
Less current portion		96		93
	$	285	$	381

NOTE I — INCOME TAXES

Income tax expense (benefit) is as follows:

	Fiscal year ended
	September 26, 2009		September 27, 2008			September 29, 2007
	(in thousands)
Current
U.S. Federal	$	18,574	$	11,417		$	15,485
Foreign		706		844			423
State		3,744		2,270			2,581
		23,024		14,531			18,489
Deferred
U.S. Federal		3,106		2,983			474
Foreign		109		(168	)		—
State		658		631			83
		3,873		3,446			557
	$	26,897	$	17,977		$	19,046

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J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE I — INCOME TAXES (Continued)

The provisions for income taxes differ from the amounts computed by applying the statutory federal income tax rate of approximately 35% to earnings before income taxes for the following reasons:

	Fiscal year ended
	September 26, 2009		September 27, 2008		September 29, 2007
	(in thousands)
Income taxes at statutory rates	$	23,873	$	16,059	$	17,905
Increase (decrease) in taxes resulting from:
State income taxes, net of federal income tax benefit		2,958		1,918		1,819
Other, net		66		—		(678	)
	$	26,897	$	17,977	$	19,046

Deferred tax assets and liabilities consist of the following:

	September 26, 2009		September 27, 2008
	(in thousands)
Deferred tax assets
Vacation accrual	$	1,233	$	1,117
Insurance accrual		2,943		2,634
Deferred income		67		105
Allowances		1,902		1,865
Inventory capitalization		499		519
Share-based compensation		1,113		896
Other, net		65		104
		7,822		7,240
Deferred tax liabilities
Amortization of goodwill and other intangible assets		13,388		11,899
Depreciation of property and equipment		17,793		14,818
Other, net		15		24
		31,196		26,741
	$	23,374	$	19,501

NOTE J — COMMITMENTS

1. Lease Commitments

The following is a summary of approximate future minimum rental commitments for non-cancelable operating leases with terms of more than one year as of September 26, 2009:

	Plants and Offices		Equipment		Total
	(in thousands)
2010	$	5,008	$	4,159	$	9,167
2011		4,263		3,543		7,806
2012		3,868		2,219		6,087
2013		3,516		724		4,240
2014		3,357		29		3,386
2015 and thereafter		12,490		—		12,490
	$	32,502	$	10,674	$	43,176

Total rent expense was $12,856,000, $12,907,000 and $13,803,000 for fiscal years 2009, 2008 and 2007, respectively.

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J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE J — COMMITMENTS (Continued)

2. Other Commitments

We are a party to litigation which has arisen in the normal course of business which management currently believes will not have a material adverse effect on our financial condition or results of operations.

We self-insure, up to loss limits, certain insurable risks such as worker’s compensation and automobile liability claims. Accruals for claims under our self-insurance program are recorded on a claims incurred basis. Our total recorded liability for all years’ claims incurred but not yet paid was $7,100,000 and $6,400,000 at September 26, 2009 and September 27, 2008, respectively. In connection with certain self-insurance agreements, we customarily enter into letters of credit arrangements with our insurers. At September 26, 2009 and September 27, 2008, we had outstanding letters of credit totaling $8,675,000 and $9,475,000, respectively.

NOTE K — CAPITAL STOCK

In our fiscal year ended September 26, 2009, we purchased and retired 450,597 shares of our common stock at a cost of $12,510,000 under a million share buyback authorization approved by the Company’s Board of Directors in February 2008. Of the shares purchased and retired in 2009, 400,000 shares were purchased at the purchase price of $27.90 per share from Gerald B. Shreiber, Chairman of the Board, Chief Executive Officer and Director of the Company.

NOTE L — STOCK OPTIONS

We have a Stock Option Plan (the “Plan”). Pursuant to the Plan, stock options may be granted to officers and our key employees which qualify as incentive stock options as well as stock options which are nonqualified. The exercise price of incentive stock options is at least the fair market value of the common stock on the date of grant. The exercise price for nonqualified options is determined by a committee of the Board of Directors. The options are generally exercisable after three years and expire no later than ten years from date of grant. There were 1,400,000 shares reserved under the Plan; options for 702,000 shares remain unissued as of September 26, 2009. There are options that were issued under an option plan that has since expired that are still outstanding.

We have an Employee Stock Purchase Plan (“ESPP”) whereby employees purchase stock by making contributions through payroll deductions for six month periods. The purchase price of the stock is 85% of the lower of the market price of the stock at the beginning of the six-month period or the end of the six-month period. In fiscal years 2009, 2008 and 2007 employees purchased 25,803, 31,366 and 23,140 shares at average purchase prices of $26.63, $24.93 and $30.22, respectively. ESPP expense of $237,000, $137,000 and $146,000 was recognized for fiscal years 2009, 2008 and 2007, respectively.

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J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE L — STOCK OPTIONS (Continued)

A summary of the status of our stock option plans as of fiscal years 2009, 2008 and 2007 and the changes during the years ended on those dates is represented below:

	Incentive Stock Options					Nonqualified Stock Options
	Stock Options Outstanding			Weighted- Average Exercise Price		Stock Options Outstanding			Weighted- Average Exercise Price
Balance, October 1, 2007		729,935			17.93		492,354			13.30
Granted		114,700			41.45		35,000			36.49
Exercised		(151,130	)		17.45		(68,000	)		6.19
Cancelled		(20,100	)		23.70		—

Balance, September 29, 2007		673,405			21.87		459,354			16.12
Granted		96,345			33.22		20,000			34.17
Exercised		(111,768	)		16.57		(77,000	)		9.66
Cancelled		(44,150	)		26.36		(5,000	)		38.54

Balance, September 27, 2008		613,832			24.29		397,354			18.00
Granted		4,500			32.13		—			—
Exercised		(169,388	)		18.73		(71,000	)		10.70
Cancelled		(20,000	)		26.79		(20,000	)		20.02

Balance, September 26, 2009		428,944		$	26.45		306,354		$	19.55
Exercisable Options, September 26, 2009		238,149					236,354

The weighted-average fair value of incentive options granted during fiscal years ended September 26, 2009, September 27, 2008 and September 29, 2007 was $7.13, $7.99 and $11.98, respectively. The weighted-average fair value of non-qualified stock options granted during the fiscal years ended September 27, 2008 and September 29, 2007 was $15.21 and $14.29, respectively. There were no non-qualified options granted during the fiscal year ended September 26, 2009. The total instrinsic value of stock options exercised was $5.4 million, $3.2 million and $5.4 million in fiscal years 2009, 2008 and 2007, respectively.

The following table summarizes information about incentive stock options outstanding at September 26, 2009:

	Options Outstanding							Options Exercisable
Range of Exercise Prices	Number Outstanding at September 26, 2009		Weighted- Average Remaining Contractual Life			Weighted- Average Exercise Price		Number Exercisable at September 26, 2009		Weighted- Average Exercise Price
$ 6.38 – $ 7.94		47,000		.9	years	$	6.57		47,000	$	6.57
$10.60 – $10.60		92,632		1.9	years	$	10.60		92,632	$	10.60
$27.42 – $38.28		194,612		2.2	years	$	31.43		98,517	$	29.70
$41.50 – $41.60		94,700		2.2	years	$	41.60		—	$	—
		428,944							238,149

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J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE L — STOCK OPTIONS (Continued)

The following table summarizes information about nonqualified stock options outstanding at September 26, 2009:

	Options Outstanding							Options Exercisable
Range of Exercise Prices	Number Outstanding at September 26, 2009		Weighted- Average Remaining Contractual Life			Weighted- Average Exercise Price		Number Exercisable at September 26, 2009		Weighted- Average Exercise Price
$ 7.97 – $10.30		124,000		1.1	years	$	9.13		124,000	$	9.13
$19.77 – $27.42		92,354		3.0	years	$	20.27		92,354	$	20.27
$29.78 – $38.81		90,000		7.0	years	$	33.17		20,000	$	29.78
		306,354							236,354

NOTE M — 401(k) PROFIT-SHARING PLAN

We maintain a 401(k) profit-sharing plan for our employees. Under this plan, we may make discretionary profit-sharing and matching 401(k) contributions. Contributions of $1,354,000, $1,411,000 and $1,333,000 were made in fiscal years 2009, 2008 and 2007, respectively.

NOTE N — CASH FLOW INFORMATION

The following is supplemental cash flow information:

	Fiscal Year Ended
	September 26, 2009		September 27, 2008		September 29, 2007
	(in thousands)
Cash paid for:
Interest	$	14	$	21	$	6
Income taxes		21,345		13,896		17,753

Non cash items:
Capital leases	$	—	$	—	$	580

NOTE O — SEGMENT REPORTING

We principally sell our products to the food service and retail supermarket industries. We also distribute our products directly to the consumer through our chain of retail stores referred to as The Restaurant Group. Sales and results of our frozen beverages business are monitored separately from the balance of our food service business and restaurant group because of different distribution and capital requirements. We maintain separate and discrete financial information for the four operating segments mentioned above which is available to our Chief Operating Decision Makers. We have applied no aggregate criteria to any of these operating segments in order to determine reportable segments.

Our four reportable segments are Food Service, Retail Supermarkets, The Restaurant Group and Frozen Beverages. All inter-segment net sales and expenses have been eliminated in computing net sales and operating income (loss). These segments are described below.

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J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE O — SEGMENT REPORTING (Continued)

Food Service

Retail Supermarkets

The primary products sold to the retail supermarket industry are soft pretzel products — including SUPERPRETZEL, frozen juice treats and desserts including LUIGI’S Real Italian Ice, MINUTE MAID Juice Bars and Soft Frozen Lemonade, WHOLE FRUIT frozen fruit bars, WHOLE FRUIT Sorbet, BARQ’S FLOATZ and ICEE Squeeze-Up Tubes and TIO PEPE’S Churros. Within the retail supermarket industry, our frozen and prepackaged products are purchased by the consumer for consumption at home.

The Restaurant Group

We sell direct to the consumer through our Restaurant Group, which operates BAVARIAN PRETZEL BAKERY and PRETZEL GOURMET, our chain of specialty snack food retail outlets.

Frozen Beverages

We sell frozen beverages to the food service industry, including our restaurant group, primarily under the names ICEE, SLUSH PUPPIE and ARCTIC BLAST in the United States, Mexico and Canada.

The Chief Operating Decision Maker for Food Service, Retail Supermarkets and The Restaurant Group and the Chief Operating Decision Maker for Frozen Beverages monthly review and evaluate operating income and sales in order to assess performance and allocate resources to each individual segment. In addition, the Chief Operating Decision Makers review and evaluate depreciation, capital spending and assets of each segment on a quarterly basis to monitor cash flow and asset needs of each segment. Information regarding the operations in these four reportable segments is as follows:

	Fiscal year ended
	September 26, 2009		September 27, 2008		September 29, 2007
	(in thousands)
Sales to external customers:
Food Service	$	417,753	$	400,194	$	355,764
Retail Supermarket		65,158		57,112		52,131
The Restaurant Group		1,257		1,635		2,766
Frozen Beverages		168,879		170,418		158,240
	$	653,047	$	629,359	$	568,901
Depreciation and Amortization:
Food Service	$	16,530	$	16,655	$	16,176
Retail Supermarket		—		—		—
The Restaurant Group		33		54		60
Frozen Beverages		11,190		10,761		10,772
	$	27,753	$	27,470	$	27,008

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J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE O — SEGMENT REPORTING (Continued)

	Fiscal year ended
	September 26, 2009			September 27, 2008			September 29, 2007
	(in thousands)
Operating Income (Loss):
Food Service	$	45,024		$	24,784		$	33,417
Retail Supermarket		7,442			4,665			(2	)
The Restaurant Group		(64	)		(140	)		31
Frozen Beverages		14,536			14,027			15,134
	$	66,938		$	43,336		$	48,580
Capital Expenditures:
Food Service	$	14,979		$	11,898		$	12,755
Retail Supermarket		—			—			—
The Restaurant Group		—			—			102
Frozen Beverages		12,211			10,883			9,908
	$	27,190		$	22,781		$	22,765
Assets:
Food Service	$	309,988		$	277,481		$	252,843
Retail Supermarket		—			—			—
The Restaurant Group		557			629			690
Frozen Beverages		129,282			130,298			126,755
	$	439,827		$	408,408		$	380,288

NOTE P — QUARTERLY FINANCIAL DATA (UNAUDITED)

	Fiscal Year Ended September 26, 2009
	Net Sales		Gross Profit		Net Earnings		Net Earnings Per Diluted Share (1)
	(in thousands, except per share information)
1^st Quarter	$	141,142	$	40,682	$	4,319	$	.23
2^nd Quarter		149,352		45,377		7,244		.39
3^rd Quarter		179,761		61,034		14,929		.80
4^th Quarter		182,792		61,751		14,820		.79
Total	$	653,047	$	208,844	$	41,312	$	2.21

	Fiscal Year Ended September 27, 2008
	Net Sales		Gross Profit		Net Earnings		Net Earnings Per Diluted Share (1)
	(in thousands, except per share information)
1^st Quarter	$	130,898	$	35,387	$	1,897	$	.10
2^nd Quarter		144,229		40,400		3,998		.21
3^rd Quarter		176,839		55,752		10,820		.57
4^th Quarter		177,393		55,368		11,193		.59
Total	$	629,359	$	186,907	$	27,908	$	1.47

(1)

Total of quarterly amounts do not necessarily agree to the annual report amounts due to separate quarterly calculations of weighted average shares outstanding

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J & J SNACK FOODS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE Q — SUBSEQUENT EVENT

Subsequent events through December 8, 2009 have been evaluated for disclosure and recognition. We have no subsequent events to disclose.

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SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

Year	Description	Opening Balance		Charged to Expense		Deductions			Closing Balance
2009	Allowance for doubtful account	$	926,000	$	492,000	$	795,000	(1)	$	623,000
2008	Allowance for doubtful accounts	$	1,052,000	$	502,000	$	628,000	(1)	$	926,000
2007	Allowance for doubtful accounts	$	963,000	$	189,000	$	100,000	(1)	$	1,052,000
2009	Inventory Reserve	$	3,817,000	$	2,036,000	$	1,644,000	(2)	$	4,209,000
2008	Inventory Reserve	$	2,864,000	$	3,149,000	$	2,196,000	(2)	$	3,817,000
2007	Inventory Reserve	$	2,330,000	$	1,911,000	$	1,377,000	(2)	$	2,864,000

(1)

Write-off of uncollectible accounts receivable.

(2)

Disposals of obsolete inventory.

S-1

EXHIBIT 10.13

INDUSTRIAL LEASE AGREEMENT (GROSS)


	THIS LEASE dated the 15th day of July 2009, between THE BLOOM ORGANIZATION OF SOUTH JERSEY, LLC, Bloom Court/Suite 106, 1300 Route 73, Mount Laurel, New Jersey 08054, hereinafter referred to as the “Landlord”, and J & J SNACK FOODS SALES CORPORATION, 6000 Central Highway, Pennsauken, New Jersey 08110, hereinafter referred to as the “Tenant”.

	WITNESSETH: That the Landlord hereby demises and leases unto the Tenant, and the Tenant hereby hires and takes from the Landlord for the term and upon the rentals hereinafter specified, the premises described as follows:


Premises	Square Footage 101,200 .
	Street Address 5092-5098 Central Highway .
	Town or Township Pennsauken .
	County Camden State/Zip New Jersey 08109 .

Term	The term of this Lease shall be for ten (10) years, and commence on February 1, 2012 and terminate on January 31, 2022.

Rent	The rent for the entire Term of the Lease shall be $5,313,000.00.

Payment of Rent	Tenant shall pay to Landlord, without set off or deduction, at its offices (1300
	Route 73, Suite 106, Mount Laurel, New Jersey 08054), or such other place as landlord directs, as yearly minimum rent, the sum of $ * payable in equal monthly installments of $ * on the first business day of each month during the term of this Lease.




	* Years 1 – 5: $506,000.00 gross per year; $42,166.67 gross per month.
	Years 6 – 10: $556,600.00 gross per year; $46,383.33 gross per month.


	Payable at the office of the Landlord as provided above or as may be otherwise directed by the Landlord in writing.

	THE ABOVE LETTING IS UPON THE FOLLOWING CONDITIONS:

Peaceful Possession	First- The Landlord covenants that the Tenant, on paying the said rental and performing the covenants and conditions in this Lease contained, shall and may peaceably and quietly have, hold and enjoy the demised premises for the term aforesaid.

Purpose	Second- The Tenant covenants and agrees to use the demised premises as warehousing and manufacturing of food products only and agrees not to use or permit the premises to be used for any other purpose without the prior written consent of the Landlord endorsed hereon. No machinery, equipment or other thing that could cause unusual vibration, noise, odors or pollutants shall be installed or placed therein. Tenant acknowledges and agrees that there have been no representations or warranties made by or on behalf of Landlord with respect to the premises or the building or with respect to the suitability of either for the conduct of Tenant’s business. The taking of possession of premises by Tenant shall conclusively establish that the premises and the building were at such time in satisfactory condition, order and repair. Tenant shall not subject any portion of the floor to greater loading than that portion of the premises is designed to carry. Tenant represents and warrants that its SIC code is 2050. Should any change in this classification occur during the term of this Lease, Tenant shall promptly notify Landlord in writing specifying the new classification.

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Default	Third- The occurrence of any of the following shall constitute a material default and breach of the Lease by Tenant:


	(a) failure of Tenant to accept possession of the Premises within thirty (30) days after the date of commencement of the Lease term;

	(b) Tenant shall not vacate nor abandon the Leased Premises at any time during the Lease Term, nor permit the Leased Premises to remain unoccupied for a period longer than ten (10) consecutive days during the Lease Term. If Tenant shall abandon, vacate, or surrender the Leased Premises, or be dispossessed by process of law or otherwise, any personal property belonging to Tenant or property in the custody of Tenant on the Leased Premise shall, at the option of Landlord, be deemed abandoned and may be used, sold without public notice or auction, destroyed or otherwise disposed of by Landlord. Tenant specifically waives the provisions of N.J.S.A. 2A:18-72, et seq..

	(c) a failure by Tenant to pay, when due, any installment of rent hereunder or any additional rent or any such other sum herein required to be paid by Tenant;

	(d) failure by Tenant to observe and perform any other provisions or covenants of the Lease to be observed or performed by Tenant, where such failure continues for thirty (30) days after written notice thereof from Landlord to Tenant provided, however, that if the nature of the default is such that the same cannot reasonably be cured with such thirty (30) day period, Tenant shall not be deemed to be in default if Tenant shall within such period commence such cure and thereafter diligently prosecute the same to completion;

	(e) the filing of a petition by or against Tenant for adjudication as a bankrupt or insolvent or for its reorganization or for the appointment pursuant to any local, state or federal bankruptcy or insolvency law of a receiver or trustee of Tenant’s property; or an assignment by Tenant for the benefit of creditors;


Remedies	Upon the occurrence of any such event of default set forth above:


	(f) Landlord may (but shall not be required to) perform for the account of Tenant any such default of Tenant and immediately recover as additional rent any expenditure made and the amount of any obligations incurred in connection therewith, plus twelve percent (12%) per annum interest from the date of such expenditure, provided Landlord gave Tenant thirty (30) days written notice to cure such default;

	(g) Landlord may accelerate all rent and additional rent due for the balance of the term of this Lease and such sum less the fair rental value for the balance of the term, both discounted to present value at eight percent (8%) per annum shall be payable by Tenant, and declare the same to be immediately due and payable;

	(h) Landlord may declare by notice in writing to Tenant that the Lease, including any renewal options has been terminated and upon receipt of such notice, Tenant (if it has not already done so) shall immediately vacate the premises and the Landlord thereafter shall have the right to recover all damages caused by the breach of this Lease by Tenant, including any future loss of rent and the costs of reletting including redecorating expenses, repairs, leasing commissions and the like.

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	(i) In the event Landlord or Tenant provides notice of termination of this Lease in accordance with the twelfth paragraph hereinbelow and Tenant fails to vacate the Premises thereafter upon the expiration of the original term or any extended term hereunder, Tenant shall pay to Landlord 150% of the monthly rental payment and operating costs due and payable for the month in which this Lease expired or terminated as liquidated damages or Landlord may, at its sole discretion, pursue any other remedy at law or in equity.

	(j) In addition to all remedies provided herein or by law, Tenant shall pay to Landlord reasonable attorneys’ fees and court costs incurred as a result of such breach.

Sub-letting
And
Assignment

Fourth- (a) The Tenant shall not sublet the demised premises nor any portion thereof, nor shall this Lease be assigned by the Tenant without the prior written consent of the Landlord endorsed hereon, which consent shall not be unreasonably withheld. At its sole option, Landlord may require the sub-tenant or assignee to enter into a written agreement with Landlord whereby it agrees to be bound by all terms and conditions of the Lease. Tenant shall remain liable for all covenants and conditions of this Lease;


	(b) as a condition precedent to Tenant’s right to sub-lease the premises or to assign this Lease, Tenant shall, at Tenant’s own expense, first comply with the Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et seq. and fulfill all of Tenant’s environmental obligations under this Lease. If this condition shall not be satisfied, then Landlord shall have the right to withhold consent to a sub-lease or assignment;

	(c) in the event of a sale or transfer of a majority ownership interest in Tenant, such sale or transfer shall be deemed an assignment requiring the consent of Landlord, only if the sale or transfer is to an entity with a net worth less than Tenant and there are no defaults under the Lease Agreement. Landlord’s consent shall not be unreasonably withheld.

	(d) Any assignment or subletting of the Demised Premises in violation of the terms and conditions hereinabove shall be deemed void.

Conditions of
Premises;
Repairs

Alterations and
Improvements

Fifth- The Tenant has or will examine the plans for the demised premises, and accepts it in its present condition (except as otherwise expressly provided herein) and without any representations on the part of the Landlord or its agents. The Tenant shall keep the Demised Premises in good condition and shall redecorate, paint and renovate the said premises as may be necessary to keep them in repair and good Improvements appearance. The Tenant shall not make any alterations, additions or improvements to said Premises without the prior written consent of the Landlord. All erections, alterations and improvements, whether temporary or permanent in character, which may be made upon the premises either by the Landlord or the Tenant, except furniture or movable trade fixtures installed at the expense of the Tenant, shall, at the option of the Landlord, be the property of the Landlord and shall remain upon and, be surrendered with the premises as part thereof at the termination of this Lease, without compensation to the Tenant. Upon the expiration of or sooner termination of the tenancy hereby created, Tenant shall peaceably surrender the Premises in broom clean condition, reasonable wear and tear excepted. At such time, Tenant shall surrender all keys for the Premises to Landlord at the place then fixed for the payment of rent and shall inform Landlord of all combinations on locks, safes and vaults, if any, in the Premises. Tenant shall remove all its trade fixtures, phone systems, alarm systems, wiring, cables and all other similar systems and wiring before surrendering the Premises and shall repair any damage to the Premises caused thereby. Only those improvements, modifications or alterations which Landlord notifies Tenant in writing Landlord wishes to retain shall not be removed. Any property of Tenant left at the Premises at the expiration or sooner termination of this Lease shall be deemed abandoned and Landlord may dispose of such property without further notice to Tenant and at the sole cost and expense of Tenant. Tenant’s

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Sanitation Inflammable Material Sidewalks	obligation to observe or perform this covenant shall survive the expiration or other termination of the term of this Lease. The Tenant further agrees to keep said premises and all parts thereof in a clean and sanitary condition, and free from trash, inflammable material, vermin and other objectionable matter. If this Lease covers premises all or a part of which are on the ground floor, the Tenant further agrees to keep the sidewalks in front of such ground floor portion of the demised premises clean and free of obstructions, snow and ice. All labor and materials furnished by or on behalf of Tenant shall be first class and by contractors approved in writing by Landlord and shall be accomplished at times so as not to disturb the activities of other tenants. Tenant shall not install any alterations, additions or improvements in such a manner as to compromise the structural integrity of the premises or any part thereof. The labor and materials shall be installed in complete conformity to all applicable statutes, codes, ordinances and regulations.

Mechanics’ Liens	Sixth- In the event that any mechanics’ lien or notice of intention is filed against the premises as a result of alterations, additions or improvements made by the Tenant, the Landlord, at its option, after ninety (90) days notice to the Tenant, may pay the said lien, without inquiring into the validity thereof, and the Tenant shall forthwith reimburse the Landlord the total expense incurred by the Landlord in discharging the said lien, as additional rent hereunder. Landlord agrees that Tenant may obtain a discharge of any mechanics’ lien at its option, but Tenant must fully indemnify Landlord such indemnification to include payment for all legal fees.

Glass	Seventh- Tenant shall self-insure all glass on the Premises, the Tenant shall repair the said damage or replace or restore any destroyed glass of the premises, as speedily as possible, at the Tenant’s own cost and expense.

Liability of the Landlord	Eighth-

	No officer, director and stockholder, member, partner, principal (disclosed or undisclosed) representative or agent of the Landlord shall have personal liability under any of the terms, conditions or covenants of this Lease and Tenant shall look solely to the equity of the Landlord in the building of which the Premises form a part for the satisfaction of any claim, remedy or cause of action accruing to Tenant as a result of the breach of any action of this Lease by Landlord.

Access of Landlord	Ninth- Landlord and Landlord’s agents and representatives, may, at any reasonable time, enter the Leased Premises to examine them, to make alterations or repairs thereto or for any other purposes which Landlord considers necessary or advisable; however, in the case of any emergency, Landlord and its agents may enter the Premises at any time and in any manner. Tenant shall allow the leased premises to be exhibited by Landlord: (i) at any reasonable time to representatives of lending institutions or to prospective purchasers of the building or leased premises, and (ii) at any reasonable time within six months prior to the end of the term to persons who may be interested in leasing the leased premises. Landlord may place a suitable “For Sale” sign upon the leased premises six months prior to the expiration of the demised lease term. Landlord and its agents reserve the right and shall be permitted reasonable access to the leased premises to install facilities within and through the Leased Premises and to install and service any systems deemed advisable to provide services or utilities to any tenant in the building.

Services And Utilities	Tenth- Tenant shall be responsible and pay for the following services and utilities furnished to the demised premises:


	-Electric, Fuel Oil and/or Gas, & Hot Water (utility)
	-Water & Sewer Service (utility)

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	-Fire Service Charge for Fire Sprinkler System (utility)
	-Plumbing Mechanical & Maintenance
	-Heating Mechanical & Maintenance Contract*
	-Air Conditioning Mechanical & Maintenance Contract*
	-Overhead Door & Dockbumper Maintenance
	-Interior Building Maintenance (including light bulbs, emergency and exit lights
	-Exterior Building Maintenance (as a result of damaged caused by Tenant or Tenant’s agents)
	-Trash Removal
	-Janitorial Service


	Please be advised that as part of your responsibility for all repairs and maintenance of the mechanical equipment, included is all the duct work, fans, roof stacks and replacement of equipment, if necessary. Landlord shall be responsible for maintaining all structural portions of the Leased Premises and shall also maintain exterior adjoining areas in a clean and orderly condition. The exterior and structural parts of the Leased Premises are defined to include: (a) outside walls; (b) the roof and roof covering; (c) the foundations; (d) floor slab and floor; (e) gutters and downspouts; (f) marquees; (g) all structural members; and (h) all wiring, conduits and other utility and sprinkler fixtures and equipment, including water pipes and electrical systems located in walls or floors of the building, together with those serving the common facilities which are located outside the walls of the building, and those serving any other premises, or serving premises in addition to those of the Leased Premises which are located anywhere in the premises.

	* Copy of contract to be submitted to Landlord within the first thirty (30) days of occupancy.

	The following are included in the rent. Currently, the building common area maintenance charges are $.30 per square foot; the Tenant’s prorata share of the building charges is $2,530.00 per month. Tenant is responsible for any increases over this amount,or credited for any overpayment; Landlord will invoice Tenant for their prorata share of any increases annually.


	-Driveway, Parking Lots & Sidewalk Repair
	-Snow Plowing
	-Roof Maintenance (non-capital)

Damage and
Destruction
to Premises

Eleventh- In the event of the destruction of the Demised Premises or of Destruction the building containing the same Premises by fire, explosion, the elements or otherwise during the term hereby created or previous thereto, or such partial destruction thereof, as to render the Premises wholly untenantable or unfit for occupancy, or should the demised Premises be so badly injured that the same cannot be repaired within one hundred twenty (120) days from the happening to the Demised Premises of such destruction and injury, then and in such case the term hereby created shall, at the option of either Landlord or Tenant, cease and become null and void from the date of such damage or destruction, and the Tenant shall immediately surrender said premises and all the Tenant’s interest excluding Tenant’s personal property, fixtures and furniture, therein to the Landlord, and shall pay rent only to the time of such damage or destruction. In such event the terminating party shall notify the other party in writing of its intent to terminate the Lease within forty-five (45) days of the damage or destruction. Should the demised premises be rendered untenantable and unfit for occupancy, but yet be repairable within ninety days from the happening of said injury, the Landlord may enter and repair the same with reasonable speed, and the rent shall not accrue after said injury or while repairs are being made, but shall recommence immediately after said repairs shall be completed. But if the premises shall be so slightly injured as not to be rendered untenantable and unfit for occupancy, then the Landlord agrees to repair the same with reasonable promptness and in that case the rent accrued and accruing shall not cease or determine. The Tenant shall immediately notify the Landlord in case of fire or other damage to the Premises.

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Notices	Twelfth- All notice and demands, legal or otherwise, incidental to this lease, or the occupation of the Demised Premises, shall be in writing. If the Landlord or its agent desires to give or serve upon the Tenant any notice or demand, it shall send a copy thereof by certified mail, return receipt requested, addressed to the Tenant at the Demised Premises or to leave a copy thereof at the Premises. Notices from the Tenant to the Landlord shall be sent by certified mail, return receipt requested to the Landlord at the place hereinbefore designated for the payment of rent, or to such party or place as the Landlord may from time to time designate in writing. In the event any notice sent certified mail, return receipt requested, is returned marked “unclaimed” such notice shall be sent by regular mail and shall be sufficient pursuant to the terms set forth herein. The place and method of notification herein may not be changed orally.

Termination Notice/Renewal	Either party hereto may terminate this Lease at the expiration of the said term, or extended term, by giving to the other party written notice thereof at least ninety (90) days prior to such expiration, but in default of such notice, this Lease, as same may be amended from time to time, with all the conditions and covenants thereof, shall renew for a term of one year, with the exception that the rent shall be equivalent to the rent paid during the prior twelve (12) month period plus a monthly increase of 1/12th of the percentage increase in the Consumer Price Index of the last month of the last term of the Lease divided by the Consumer Price Index as of the first month of the last term of the Lease; which increase shall continue for the new rental term of one year and so on from year to year thereafter together with an additional Consumer Price Index increase as described hereinabove, until terminated by either party hereto, giving to the other at least ninety (90) days prior written notice of intention to terminate said Lease at the expiration of the then current term. PROVIDED HOWEVER, that if Landlord shall have given such written notice prior to the expiration of any term hereby created of its intention to change the terms and conditions of this Lease, and Tenant shall hold over after the expiration of the time mentioned in such notice, Tenant shall be considered a Tenant under the terms and conditions mentioned in such notice for such further period as Tenant may remain in possession of the Premises or until similar subsequent notice be given by Landlord again changing the said terms and conditions.

Eminent Domain Condemnation	Thirteenth- If the property or any part thereof wherein the Demised Premises are located shall be taken by public or quasi-public authority under any power of eminent domain or condemnation, this lease, at the option of the Landlord, shall forthwith terminate and the Tenant shall have no claim or interest in or to any award of damages for such taking.

Delivery of Lease	Fourteenth- No rights are to be conferred upon the Tenant until this Lease has been signed by the Landlord, and an executed copy of the Lease has been delivered to the Tenant.

Lease Binding on Heirs Successors, Etc	Fifteenth- All of the terms, covenants and conditions of this Lease shall, inure to the benefit of and be binding upon the respective heirs, Successors, Etc.executors, administrators, successors and assigns of the parties hereto.

Delays	Sixteenth- This Lease and the obligation of Tenant to pay rent hereunder and perform all the other covenants and agreements hereunder on part of Tenant to be performed shall in no way be affected, impaired or excused because Landlord is unable to supply or is delayed in supplying any service expressly or impliedly to be supplied or is unable to make, or is delayed in making any repairs, additions, alterations or decorations or is unable to supply or is delayed in supplying any equipment or fixtures if Landlord is prevented or delayed from so doing by reason of governmental preemption in connection with the United States of America or in connection with any rule, order or regulation of any department or subdivision of any governmental agency or by reason of the conditions of supply and demand which have been or are affected by any war, National Emergency or Governmental regulations. Landlord agrees to use due diligence to supply any service or make any repairs, additions, alterations or

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	decorations.

Insurance: Fire & Extended Coverage	Seventeenth- Fire and Extended Coverage Landlord shall obtain and maintain fire and extended coverage insurance with companies and in amounts acceptable to Landlord in its sole discretion and/or its mortgagee(s). Tenant shall be liable for its pro rata share of all insurance coverage as aforesaid, which Tenant shall pay in accordance with the Twenty-second Paragraph of this Lease described hereinbelow. If during the term of this Lease or any Lease or any additions or extensions thereto it shall become either impossible or more costly for Landlord to obtain acceptable insurance because of the use or character to which the Demised Premises, or any portion thereof are utilized, then the Tenant shall immediately cease and desist the operations causing said increase or impossibility of obtaining said insurance or remove any materials causing said increase or impossibility.

	If it is determined that the materials, use or process are acceptable to Landlord, (and Landlord’s mortgagee), but will result in higher than normal insurance rates, then Tenant shall have the option of discontinuing said operations, removing the materials or any other matter causing said increase, or paying for the total cost of the increased insurance amounts to Landlord. It is expressly understood and agreed that the liability of Tenant for the payment of any increased insurance amounts in a multi-tenant building shall be for the entire building of which the Demised Premises are a part, and may also include liability to any or all other tenants of the building for any increase caused in their respective insurances, such as business interruption or contents insurance. Tenant shall be obligated to pay such aforementioned increases to Landlord within ten (10) days after invoiced for same.

Liability Insurance	Eighteenth- Liability Insurance: Tenant, at all times during the term of this Lease, at its own cost and expense, Tenant shall maintain comprehensive general liability insurance with bodily injury and property damage limits of not less then One Million Dollars ($1,000,000.00). A certificate of such insurance shall be delivered to Landlord and Landlord shall be named on said policies as an additional insured as respects the Premises. The Certificate shall also contain provisions for a thirty-day notice prior to cancellation, reduction of coverage, or other material change in the policy. Insurance shall be with companies acceptable to the Landlord. Tenant further covenants with Landlord to protect, indemnify and hold Landlord harmless from and against any and all claims, demands and causes of action, including attorney fees, of any nature whatsoever for injury or death or persons or loss of or damage to property occurring on the Premises or in any manner growing out of or connected with Tenant’s use and occupancy of the Premises except damage or injury occasioned by the gross negligence or willful misconduct or any act that damages the Premise by Landlord, its agents, servants or employees.

Waiver of Subrogation	Nineteenth- Landlord and Tenant hereby mutually waive any right of subrogation which either may have against the other for any loss, damage or claim which that party may have insurance against.

Waiver of Claims	Twentieth- Except as otherwise in this Lease provided, and except for Landlord’s gross negligence or willful misconduct, Landlord and Landlord’s agents, servants and employees shall not be liable for, and Tenant hereby releases and relieves Landlord, its agents, servants, employees from, all liability in connection with any and all loss of life, personal injury, damage to or loss of property, or loss or interruption of business occurring to Tenant, its agents, servants, employees, invitees, licensees, visitors, or any other person, firm corporation or entity, in or about or arising out of the Premises, from, without limitation, (a) any fire, other casualty, accident occurrence or condition in or upon the Premises, the Building or the Project; (b) any defect in or failure of (i) plumbing, sprinkling, electrical, heating or air conditioning systems or equipment, or any other heating or air conditioning systems or equipment, or any other systems and equipment of the Premises and the Building, and (ii) the elevators, stairways, railings or walkways of the Building; the elevators, stairways, railings or walkways of the Building; (c) any steam, gas, oil, water,

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	rain or snow that may leak into, issue or flow from any part of the Premises or the Building from the drains, pipes, or plumbing, sewer or other installation of same, or from any other place or quarter; (d) the breaking or disrepair of any installations and equipment; (e) the falling of any fixture or any wall or ceiling materials; (f) broken glass; (g) latent or patent defects; (h) the exercise of any rights by Landlord under the terms and conditions of this Lease; (i) any acts or omissions of the other tenants or occupants of the Building or of nearby buildings; (j) any acts or omissions of other persons; and (1) theft, acts of God, public enemy, injunction, riot, strike, insurrection, war, court order or any order of any governmental authorities having jurisdiction over the Premises.

Security	Twenty-first- The Tenant shall this day deposit with Landlord the sum of $- 0 - as security for the payment of the rent hereunder and the full and faithful performance by the Tenant of the terms, covenants and conditions on the part of the Tenant to be performed. Said sum shall be returned to the Tenant without interest only after the expiration of the term hereof, provided that the Tenant has fully and faithfully performed all such covenants and conditions and is not in arrears in rent. During the term hereof, the Landlord may, if the Landlord so elects, have recourse to such security, to make good any default by the Tenant, in which event the Tenant shall, on demand, promptly restore said security to its original amount. Liability to repay said security to the Tenant shall run with the reversion and title to said Premises, whether any change in ownership thereof be by voluntary alienation or as the result of judicial sale, foreclosure or other proceedings, or the exercise of a right of taking or entry by any mortgagee. The Landlord shall assign or transfer said security, for the benefit of the Tenant, to any subsequent owner or holder of the reversion or title to said Premises, in which case the assignee shall become liable for the repayment thereof as herein provided, and the assignor shall be deemed to be released by the Tenant from all liability to return such security. This provision shall be applicable to every alienation or change in title and shall in no way be deemed to permit the Landlord to retain the security after termination of the Landlord’s ownership of the reversion or title. The Tenant shall not mortgage, encumber or assign said security without the written consent of the Landlord. Under no circumstances shall the security deposit be considered or used as the rental payment for any month, including the last month, which may be due under the terms of this Lease

Taxes, Insurance and Assessments	Twenty-second- Landlord shall pay for all real estate taxes, insurance charges and assessments levied upon the Demised Premises. Tenant shall be responsible for increases in such taxes, fire insurance and assessments over the 1991 base amount for Real Estate Taxes and 2009 for Fire Insurance and Assessments.

Late Charges	Twenty-third- Tenant hereby agrees to pay to Landlord a late charge of five percent (5%) per month in the event any payment of rent or additional rent is not paid when due. Tenant shall pay to Landlord said amount within five (5) days of receipt of notice from Landlord of the amount due.

Estoppel Certificate	Twenty-fourth- Tenant shall, at any time and from time to time, within ten (10) days after written request by Landlord, execute, acknowledge and deliver to Landlord, or its mortgagee or trustee, a statement in writing duly executed by Tenant (i) certifying that this Lease is in full force and effect (if that be the case) without modification or amendment (or, if there have been any modifications or amendments that this Lease is in full force and effect as modified and amended and setting forth the modifications and amendments), (ii) certifying the date to which annual basic rent and additional rent have been paid, and (iii) either certifying that to the knowledge of the Tenant no default exists under this Lease or specifying each such default; it being the intention and agreement of Landlord and Tenant that any such statement by Tenant may be relied upon by a respective purchaser or a prospective or current mortgagee of the Building, or by others, in any matter affecting the Premises.

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Environmental Matters	Twenty-fifth- (a) The term “Environmental Law” shall mean any Federal, State or local, statute, act, law, ordinance, rule, regulation or order pertaining to the environment whether now or hereafter enacted or amended, and whether or not listed in this definition such as, but not limited to the following:

			(i) The Comprehensive Environmental Response Compensation and Liability Act (“CERCLA”), 42 U.S.C.. Section 9601 as amended by the Superfund Amendments and Reauthorization Act of 1986 (Pub. L. 98-489, 100 Stat. 1613, 1986) (SARA”);


			(ii) The Resource Conservation and Recovery Act, 42 U.S.C. Section 6801 et seq. (“RCRA”);

			(iii) Toxic Substances Control Act, 15 U.S.C. Section 2601 (“TSCA”);

			(iv) The Clean Water Act, 33 U.S.C. Section 407 et. seq. (“CWA”);

			(v) The Clean Air Act, 42 U.S.C. Section 7901 et. seq.;

			(vi) The Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et. seq.;

			(vii) Any similar statute, law, ordinance, rule, regulation or order adopted in the jurisdiction in which the Leased Premises is located at any time whether before or after the execution of this Lease.

		(b) “Hazardous Substance” shall mean any hazardous or toxic substance as defined in any Environmental Law or in any rule, regulation or order issued pursuant to any Environmental Law.

		(c) “Enforcement Agency” shall mean the Environmental Protection Agency, New Jersey Department of Environmental Protection (“DEP”) and any other state, county, municipal or other agency having authority to enforce any Environmental Law.

		(d) All alterations made in the Leased Premises by Landlord, Tenant or any other tenant of the Leased Premises shall be in accordance with and shall comply with all Environmental Laws and the requirements of any Enforcement Agencies.

		(e) Tenant shall not intentionally or unintentionally use, store, handle, spill or discharge any Hazardous Substance at or in the vicinity of the Leased Premises, other than those used in the ordinary cause of business in it’s offices.

		(f) Tenant represents that its SIC number is 2050. At any time during the term of this Lease, Tenant shall supply to Landlord, if the Landlord makes application to any government agency requesting the information, affidavits of an officer of Tenant

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	setting forth Tenant’s SIC number and describing in detail the operations and processes undertaken by Tenant at the Leased Premises. Such affidavits shall include a certification that no Hazardous Substance is generated, used, stored, handled or disposed of at the Leased Premises or shall state the nature of any such substance and the methods used in handling the same in reasonable detail. Such affidavits shall be delivered to Landlord within ten (10) days after request therefore.

	(g) Within ten (10) days after request therefore, Tenant shall provide all information requested from time to time by Landlord, or by an Enforcement Agency for the preparation of notices, submissions or affidavits (including, without limitation, Non-applicability Affidavit, de Minimis Quality Exemption Application, Limited Conveyance Application or Administrative Consent Order). Within ten (10) days after request therefore, Tenant shall executed and deliver any document reasonably required in order to comply with any Environmental Law.

	(h) Tenant shall promptly deliver to Landlord copies of all notices made by Tenant to, or received by Tenant from, any Enforcement Agency or from the United States Occupational Safety and Health Administration concerning environmental matters or Hazardous Substances at the Leased Premises.

	(i) At any time throughout the term of this Lease and any extension thereof, Landlord may cause an inspection to be made of the Leased Premises and its surrounding area for the purpose of determining whether any Hazardous Substance is present thereon.

	(j) Tenant shall indemnify, defend and hold Landlord harmless of and from any and all claims arising by reason of any violation during the time of Tenant’s occupancy and use of the Premises by Tenant of the provisions of this Section and this indemnity shall survive expiration or other termination of this Lease.


Time of the Essence	Twenty-sixth- Time is of the essence of each term and provision of this Lease.

Waiver	Twenty-seventh- The waiver by Landlord of any breach of any term, covenant, or condition herein contained by Tenant, shall not be deemed to be a waiver of such term, covenant or condition or any subsequent breach of the same or any other term, covenant or condition herein contained. The subsequent acceptance of rent hereunder by Landlord shall not be deemed to be a waiver of any prior or preceding breach of any term, covenant or condition of this Lease, other than the failure of Tenant to pay the particular rent so accepted, regardless of Landlord’s knowledge of such prior or preceding breach at the time of acceptance of such rent.

Compliance With All Laws	Twenty-eighth- Tenant shall be responsible for compliance during the term of this Lease and all subsequent renewals thereof, with all federal, state and local statutes, laws, ordinances, rules, regulations and any directives of any governmental or municipal agencies or authorities, their departments, bureaus and sub-divisions, concerning or affecting the Premises, their use and occupancy, for the correction, prevention and abatements of nuisances, violations or other grievances in, upon or connected with all orders, regulations, requirements and directives of any such departments, agencies or authorities, all such compliance at the Tenant’s own efforts and expense.

Cumulative Remedies	Twenty-ninth- All rights and remedies provided for herein or otherwise existing at law or in equity, are cumulative and the exercise of one or more rights or remedies by Landlord shall not preclude or waive its right to the exercise of any or all others.

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Waiver Of Right To Trial By Jury	Thirtieth- Tenant hereby waives its right or entitlement to a trial by jury in any legal proceeding involving, directly or indirectly, any matter (whether sounding in tort, contract or otherwise) in any way arising out of or related to this Lease or the relationship evidenced hereby. This provision is a material inducement for Landlord to enter into, accept or rely upon this Lease.

Subordination	Thirty-first- All mortgages affecting the property now existing or hereinafter entered into have priority over this Lease. Tenant agrees to execute all documents necessary to give any mortgage priority over this Lease.

Indemnification	Thirty-second- Tenant shall indemnify and defend Landlord and save it harmless from and against all claims, suits, actions, damages, judgements, liabilities, fines, penalties, and expense for loss of life, personal injury or damage to property unless caused by Landlord’s negligent acts (1) arising from or of any occurrences within Leased Premises except in the event of Landlord’s gross negligence or willful misconduct or (2) by reason of the occupancy or use of the Leased Premises or any part of Entire Premises by Tenant or (3) occasioned wholly or in part by any act or omission of Tenant or breach of this Lease by Tenant or by its agents, contractors, customers, employees, servants, lessees or concessionaires. If Landlord shall be made a party to any litigation commenced by or against Tenant or by any third party and connected in any way with this Lease or Tenant’s use or occupancy of Leased Premises, Tenant shall indemnify and hold Landlord harmless and shall pay all costs, expenses and reasonable attorney’s fees incurred or paid by Landlord in connection with such litigation, except as per (1), (2) and (3) above.

Accord and Satisfaction	Thirty-third- No acceptance by Landlord of an amount less than the monthly rent and other payments stipulated to be due under this Lease shall be deemed to be other than a payment on account of the earliest such rent or other payments then due or in arrears nor shall any endorsement or statement on any check or letter accompanying any such payment be deemed an Accord and Satisfaction. Landlord may accept any check for payment by Tenant without prejudice to Landlord’s right to recover the remainder of any rent or other payment then in arrears and Landlord may pursue any other remedy provided in this Lease. No acceptance by Landlord of any payment of rent or other sum by Tenant shall be deemed a waiver of any of the obligations of Tenant under this Lease.

Recording	Thirty-fourth- Tenant shall not Record this Lease without the written consent of Landlord.

Certificate of Occupancy	Thirty-fifth- Landlord shall obtain at Tenant’s expense a Certificate of Occupancy for this Lease. The cost of the Certificate of Occupancy is $150.00, to be paid by Tenant to Landlord at the signing of this Lease.

Chairmats	Thirty-sixth- Landlord shall require Tenant to use chairmats where necessary on all carpeted areas in order to protect the carpeting from damage.

Relocation

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Exterior Storage	Thirty-eighth- Tenant shall be prohibited from storing pallets, trash or debris on the exterior of the Premise (other than trash dumpsters). Upon the request of the Landlord, Tenant shall remove all pallets, trash and debris immediately. In the event Tenant does not comply, Landlord shall have the option to clean the area and charge Tenant all expenses, including but not limited to labor and dumping fees, to complete the clean-up.

Internet Connection	Thirty-ninth- Landlord understands Tenant may have an Internet Connection installed by a professional contractor. Prior to installation, Tenant or Tenants installer must get approval from Landlord, in writing, for the location of the equipment and wiring; which approval shall not be unreasonably withheld. Tenant shall, at its sole cost and expense, be responsible for properly insuring its equipment and wiring as well as the repair of any portion of the property that is damaged due to the installation, usage, maintenance or removal of the equipment and wiring during the lease term. Landlord shall not be responsible for any damage to Tenant’s equipment and wiring. At the end of the Lease term, Tenant shall be responsible for removal of the equipment and wiring and to return the premises to its original condition.

Improvements	Fortieth- Tenant shall continue leasing unit in “As Is” condition.

Signs	Forty-first- Tenant shall be required, at it’s sole cost and expense, to install an exterior sign consistent with the type used by all other tenants of the project. Landlord shall provide Tenant with the sign specifications. Tenant shall not place any signs on the doors and/or windows. In addition, Landlord shall install Tenant’s name on all directory signs at Tenant’s expense. All signs must be approved in advance by Landlord. Tenant shall not place or erect any signs, decorative devices, awnings, canopies or other advertising matter on Leased Premises without the prior written consent of Landlord.

Right of First Refusal	Forty-second- While this Lease is in full force and effect, and provided Tenant is not in default of any of the material terms, covenants, and conditions of this Lease Agreement, Landlord grants to Tenant the Right of First Refusal to purchase 5090-5098 Central Highway, Pennsauken, New Jersey. Upon Landlord’s receipt of a bona fide offer to purchase 5090-5098 Central Highway, Landlord shall notify Tenant of such offer and Tenant shall have ten (10) business days in which to execute an Agreement of Sale under the same terms and conditions as the bona fide offer. Once Tenant has waived its Right of First Refusal to purchase said space, Tenant’s Right of First Refusal shall be voided and of no further effect, unless Tenant did not exercise it’s Right of First Refusal and the Buyer did not close and complete the transaction that required notice.

Renewal Option	Forty-third- While the Lease is in full force and effect, and provided Tenant is not in default of any of the terms and conditions of the Lease, Tenant shall have the option to renew the Lease for an additional term of ten (10) years under the same terms and conditions, with the exception that the monthly rental shall as follows:

	Years 1 – 5: $600,000.00 gross per year; $50,000.00 gross per month. Years 6 – 10: $650,000.00 gross per year; $54,166.67 gross per month.

	Tenant shall give written notice of their intention to exercise the option at least one hundred and twenty (120) days prior to the expiration of the current Lease.

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Option to Purchase

Forty-fourth- While the Lease is in full force and effect, and provided Tenant is not in default of any of the terms and conditions of the Lease, Tenant shall have the option at any time during the first twelve (12) months from the date of this Lease (__________) to purchase 5090-5098 Central Highway, Pennsauken, New Jersey by giving the Landlord written notice. Closing must take place within the twelve (12) month period specified above. If Tenant exercises the option, Tenant would purchase the Premise known as 5090-5098 Central Highway, consisting of 27,564 square feet (5090 Central Highway) and 101,200 square feet (5092-5098 Central Highway) for a total of 128,764 square feet, for $5,794,380. After Tenant notifies Landlord of its intent to purchase, both parties agree to sign a mutually agreeable Agreement of Sale within fifteen (15) days.

IN WITNESS WHEREOF, the parties have interchangeably set their hands and seals or caused these presents to be signed by their proper corporate officers and caused their proper corporate seal to be here affixed, this _______ day of _______, 2009.


		THE BLOOM ORGANIZATION
		OF SOUTH JERSEY, LLC, (Landlord)

	By:

Witness		Frank Martin, President

		J & J SNACK FOODS SALES
		CORPORATION, (Tenant)

Attested:_____________________	By:		(Seal)

		Name:
		Title:

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EXHIBIT 21.1 – SUBSIDIARIES OF J & J SNACK FOODS CORP.


	Place of Incorporation

J & J Snack Foods Investment Corp.		Delaware

The ICEE Company		Delaware

J & J Snack Foods Corp. of California		California

J & J Snack Foods Corp./Mia		Pennsylvania

J & J Snack Foods Corp. of Pennsylvania		Pennsylvania

J & J Snack Foods Sales Corp.		New Jersey

J & J Snack Foods Transport Corp.		New Jersey

ICEE-Canada, Inc.		Canada

ICEE de Mexico, S.A. De C.V.		Mexico

J & J Restaurant Group, LLC		New Jersey

Bakers Best Snack Food Corp.		Pennsylvania

Pretzels, Inc.		Texas

Federal Pretzel Baking Company, LLC		Pennsylvania

Country Home Bakers, LLC		Georgia

ICEE of Hawaii, Inc.		Hawaii

DADDY RAY’S, Inc.		Missouri

Hom/Ade Foods, Inc.		Florida

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We have issued our report dated December 8, 2009 with respect to the consolidated financial statements and schedule, and on the effectiveness of internal control over financial reporting (which report expressed an unqualified opinion and contains an explanatory paragraph relating to the adoption of Accounting Standards Codification No. 740, Income Taxes, relating to uncertainties in income taxes, in 2008) included in the Annual Report of J & J Snack Foods Corp. and Subsidiaries on Form 10-K for the fiscal year ended September 26, 2009. We hereby consent to the incorporation by reference of said reports in the Registration Statements of J & J Snack Foods Corp. and Subsidiaries on Forms 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).


/s/ Grant Thornton LLP

Philadelphia, Pennsylvania
December 8, 2009

EXHIBIT 31.1

CERTIFICATION PURSUANT TO
SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Dennis G. Moore, certify that:

1. I have reviewed this report on Form 10-K of J & J Snack Foods Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls and procedures for financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accunting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: December 8, 2009


	/s/ Dennis G. Moore

	Dennis G. Moore, Senior Vice
	President, Chief Financial
	Officer and Director
	(Principal Financial Officer)
	(Principal Accounting Officer)

EXHIBIT 31.2

CERTIFICATION PURSUANT TO
SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Gerald B. Shreiber, certify that:

1. I have reviewed this report on Form 10-K of J & J Snack Foods Corp.;

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: December 8, 2009


	/s/ Gerald B. Shreiber

	Gerald B. Shreiber
	Chairman of the Board,
	President, Chief Executive
	Officer and Director
	(Principal Executive Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code), the undersigned officer of J & J Snack Foods Corp. (the “Company”), does hereby certify with respect to the Annual Report of the Company on Form 10-K for the year ended September 26, 2009 (the “Report”) that:


	(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: December 8, 2009


	/s/ Dennis G. Moore

	Dennis G. Moore, Senior Vice
	President, Chief Financial
	Officer and Director
	(Principal Financial Officer)
	(Principal Accounting Officer)

The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code) and is not being filed as part of the Report or as a separate disclosure document.

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


	(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: December 8, 2009


	/s/ Gerald B. Shreiber

	Gerald B. Shreiber
	Chairman of the Board,
	President, Chief Executive
	Officer and Director
	(Principal Executive Officer)