SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year ended December 31, 2005
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 0-14616
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
J & J Snack Foods Corp. 401(k) Profit Sharing Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
J & J Snack Foods Corp.
6000 Central Highway
Pennsauken, NJ 08109
Financial Statements and Report of Independent Registered Public
Accounting Firm
J & J Snack Foods Corp. 401(k) Profit-Sharing Plan
December 31, 2005 and 2004
C O N T E N T S
Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3
FINANCIAL STATEMENTS
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS 4
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS 5
NOTES TO FINANCIAL STATEMENTS 6
SUPPLEMENTAL INFORMATION
LINE 4i - SCHEDULE OF ASSETS HELD (AT END OF YEAR) 12
LINE 4j - SCHEDULE OF REPORTABLE (5%) TRANSACTIONS 13
Report of Independent Registered Public Accounting Firm
Trustees
J & J Snack Foods Corp. 401(k) Profit-Sharing Plan
We have audited the accompanying statements of net assets available
for plan benefits of the J & J Snack Foods Corp. 401(k) Profit-Sharing
Plan (the Plan) as of December 31, 2005 and 2004, and the related
statement of changes in net assets available for plan benefits for the
year ended December 31, 2005. These financial statements are the
responsibility of the Plan Administrator. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. The Plan is not required to have, nor were we
engaged to perform, an audit of its internal control over financial
reporting. Our audits include consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Plan's internal control over
financial reporting. Accordingly, we express no such opinion. An audit
also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan
benefits of the Plan as of December 31, 2005 and 2004, and the changes
in net assets available for plan benefits for the year ended December
31, 2005 in conformity with accounting principles generally accepted in
the United States of America.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental Schedule
of Assets (Held at End of Year) and Reportable (5%) Transactions are
presented for the purpose of additional analysis and are not a required
part of the basic financial statements, but are supplementary
information required by the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These supplemental schedules are the
responsibility of the Plan's management. These supplemental schedules
have been subject to the auditing procedures applied in the audits of
the basic financial statements and, in our opinion, are fairly stated in
all material respects in relation to the basic financial statements
taken as a whole.
/s/ Grant Thornton LLP
Philadelphia, Pennsylvania
June 23, 2006
3
J & J Snack Foods Corp. 401(k) Profit-Sharing Plan
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31,
ASSETS 2005 2004
Investments
Participant directed $41,545,675 $37,266,811
Participant loans 2,033,896 1,852,898
Total investments 43,579,571 39,119,709
Receivables
Employer contributions 150,630 130,880
Participant contributions _ 348,130 319,223
Total receivables 498,760 450,103
LIABILITIES - -
Net assets available for plan benefits $ 44,078,331 $39,569,812
The accompanying notes are an integral part of this statement.
4
J & J Snack Foods Corp. 401(k) Profit-Sharing Plan
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year ended December 31, 2005
Additions
Additions to net assets attributed to
Investment income
Net appreciation in fair value of investments $ 2,162,665
Interest and dividend income 1,026,182
Total investment income 3,188,847
Contributions
Employer 1,238,678
Participant Rollover 89,304
Participants 2,877,171
Total contributions 4,205,153
Total additions 7,394,000
Deductions
Deductions from net assets attributed to
Benefits paid to participants (2,847,844)
Administrative expenses (37,637)
Total deductions (2,885,481)
NET INCREASE 4,508,519
Net assets available for plan benefits
Beginning of year 39,569,812
End of year $ 44,078,331
The accompanying notes are an integral part of this statement.
5
J & J Snack Foods Corp. 401(k) Profit-Sharing Plan
NOTES TO FINANCIAL STATEMENTS
December 31, 2005 and 2004
NOTE A - DESCRIPTION OF THE PLAN
The following description of the plan provides only general
information. Participants should refer to the Plan agreement for a
more complete description of the Plan's provisions.
1. General
The Plan is a defined contribution plan covering all employees of J &
J Snack Foods Corp. (the Company) who have one year of service and are
age 21 or older. It is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
2. Contributions
Each year, participants may make a pretax contribution deferring no
less than 2% or more than 25% of total compensation, subject to
Internal Revenue Service regulations.
The Company may contribute:
. A discretionary matching contribution equal to a percentage of the
amount of the salary reduction elected for deferral by each
participant (in 2005, 60% of employee's salary reduction up to 5%
of salary). This percentage will be determined each year by the
Company.
. On behalf of each non-highly compensated participant, a special
discretionary contribution equal to a percentage of the
participant's compensation. This percentage will be determined
each year by the Company.
. A discretionary amount in addition to the special contribution,
which will be determined each year by the Company.
3. Participant Accounts
Each participant's account is credited with the participant's
contribution and allocation of (a) the Company's contribution and, (b)
Plan earnings net of expenses, and (c) forfeitures of terminated
participants' nonvested accounts. Allocations are based on
participant earnings or account balances, as defined. The benefit to
which a participant is entitled is the benefit that can be provided
from the participant's account.
Participants have the ability to make daily transfers of all or a
portion of employee and employer contributions to their account from
one fund to another in multiples of 5% of the fund balance.
4. Vesting
Participants are 100% vested in their salary reduction contributions.
Vesting in the remainder of their account is based on years of
service. Participants are vested at a rate of 20% for each year of
service from years two to six (fully vested after six years).
6
J & J Snack Foods Corp. 401(k) Profit-Sharing Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 2005 and 2004
NOTE A - DESCRIPTION OF THE PLAN - Continued
5. Payment of Benefits
On termination of service, benefits are payable in a lump sum or
annuity form at the election of the participant.
6. Loans to Participants
The trustee may make loans from the Plan to participants in accordance
with the Plan document. All loans to participants are considered
investments of the trust fund and bear market rates of interest.
Participants may borrow up to 50% of their vested balance up to
$50,000. All loans are to be repaid within five years unless the loan
is used to acquire a principal residence, in which case the term may
be longer.
7. Forfeited Accounts
The total annual forfeiture for 2005 was $36,269. This amount will
first be used to reinstate previously forfeited balances of rehired
employees; any remaining amount will be allocated to participants in
the proportion that each participant's compensation is to the total
compensation of all the participants.
8. Reclassifications
Certain reclassifications to the 2004 statements have been made to
conform to the 2005 presentation.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the Plan's significant accounting policies consistently
applied in the preparation of the accompanying financial statements
follows.
1. Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the
United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of additions and
deductions during the reporting period. Actual results could differ
from those estimates.
2. Cash and Cash Equivalents
The Plan considers all highly liquid investments purchased with
original maturities of three months or less to be cash equivalents.
7
J & J Snack Foods Corp. 401(k) Profit-Sharing Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 2005 and 2004
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
3. Fair Value of Financial Instruments
Statement of Financial Accounting Standards (SFAS) No. 107,
Disclosures about Fair Value of Financial Instruments, requires
entities to disclose the estimated fair value of their assets and
liabilities considered to be financial instruments. Financial
instruments consist entirely of investments for which fair value
disclosures have been provided.
4. Investment Valuation and Income Recognition
The Plan's investments are stated at fair value except for loan
receivables that are valued at outstanding principal balances, which
approximates fair value. Shares of registered investment companies
are valued at quoted market prices which represent the net asset value
of shares held by the Plan at year-end. The Company stock is valued
at its quoted market price.
The change in fair value of assets during the year is measured by the
difference between the fair value at year-end and the fair value at
the beginning of the year or costs of purchases during the year and is
reflected in the statement of changes in net assets available for plan
benefits as net appreciation (depreciation) in fair value of
investments.
The Plan invests in various investment securities. Investment
securities are exposed to various risks such as interest rate,
market and credit risks. Due to the level of risk associated with
certain investment securities, it is at least reasonably possible
that changes in the values of investment securities will occur in
the near term and that such changes could materially affect
participants' account balances and the amounts reported in the
statement of net assets available for benefits.
The purchases and sales of securities are recorded on a trade-date
basis. Interest income is recorded on the accrual basis. Dividends
are recorded on the ex-dividend date.
5. Payment of Benefits
Benefits are recorded when paid.
8
J & J Snack Foods Corp. 401(k) Profit-Sharing Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 2005 and 2004
NOTE C - INVESTMENTS
The following table presents the fair value of investments as of
December 31, representing 5% or more of the Plan's net assets.
FAIR VALUE OF INVESTMENTS
Investment 2005 2004
J & J SNACK FOODS CORP. COMMON STOCK $4,954,794 $3,800,492
MFS CORE GROWTH A $2,868,175 $2,744,105
MFS CONSERVATIVE ALLOCATION A $2,332,975 $2,399,822
MFS MODERATE ALLOCATION A $3,913,589 $3,565,698
MFS GROWTH ALLOCATION A $3,902,766 $3,545,928
MFS AGGRESSIVE GROWTH ALLOCATION A $12,622,520 $11,856,005
DAVIS NY VENTURE A $2,784,156 $2,239,206
OTHER $10,200,596 $8,968,453
$43,579,571 $39,119,709
During 2005, the Plan's investments (including realized and unrealized
gains and losses) appreciated in value by $2,162,665 as follows:
Mutual funds $ 1,326,383
Common stock 836,282
$ 2,162,665
9
J & J Snack Foods Corp. 401(k) Profit-Sharing Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 2005 and 2004
NOTE D - RELATED PARTY TRANSACTIONS
At December 31, 2005 and 2004, investments include 84,702, and 79,147
shares of the Corporation's unitized stock fund valued at $ 4,954,794,
and $3,800,492, respectively.
NOTE E - TRUST AGREEMENT
Effective August 31, 2004, the Company entered into a trust agreement
with MFS Heritage Trust Company, replacing First Trust as Trustee.
Under the terms of this agreement, the Trustee will hold, invest and
reinvest the Plan's funds. The Company has no right, title or interest
in or to the trust fund maintained under this agreement.
NOTE F - PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and
to terminate the Plan subject to the provisions of ERISA. In the event
of Plan termination, participants will become 100% vested in their
accounts.
NOTE G - INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company
by a letter dated January 20, 2005, that the Plan and related trust
are designed in accordance with Section 401(a) of the Internal Revenue
Code (the rules) and are therefore exempt from federal income taxes
under the provisions of Section 501(a) of the Code. The Plan
administrator and the Plan's tax counsel believe that the Plan is
designed and is currently being operated in compliance with the
applicable requirements of the Code.
10
SUPPLEMENTAL INFORMATION
11
Schedule H,Line 4(i)-Schedule of Assets (Held at End of Year)
Name of Plan: J&J SNACK FOODS CORP 401(k) PROFIT SHARING PLAN
Three Digit Plan Number: 001
Employer Identification# 22-1935537
Plan Sponsor's Name: J&J SNACK FOODS CORP
Current
Description of Investment Value
(a)Identity of Issue (b) (c) (e)
MFS MONEY MARKET Reg Investment Co Mutual Fund 155,501
MFS TOTAL RETURN A Reg Investment Co Mutual Fund 815,673
MFS GOVERNMENT SECURITIES A Reg Investment Co Mutual Fund 1,603,802
MFS CORE GROWTH A Reg Investment Co Mutual Fund 2,868,175
MFS STRATEGIC VALUE A Reg Investment Co Mutual Fund 701,874
MFS NEW ENDEAVOR A Reg Investment Co Mutual Fund 687,157
MFS CONSERVATIVE ALLOCATION A Reg Investment Co Mutual Fund 2,332,975
MFS MODERATE ALLOCATION A Reg Investment Co Mutual Fund 3,913,589
MFS GROWTH ALLOCATION A Reg Investment Co Mutual Fund 3,902,766
MFS AGGRESSIVE GROWTH ALLOCATION A Reg Investment Co Mutual Fund 12,622,520
DAVIS NY VENTURE A Reg Investment Co Mutual Fund 2,784,156
AMERICAN FUNDS AMCAP R3 Reg Investment Co Mutual Fund 794,157
OPPENHEIMER GLOBAL N Reg Investment Co Mutual Fund 2,104,434
MFS FIXED FUND INSTITUTIONAL Common Collective Trust 1,304,102
* J & J STOCK FUND Employer Securities 4,954,794
* PARTICIPANT LOANS Interest Rate 5.00% to 10.50% 2,033,896
*Party-In-Interest
12
J& J Snack Foods Corp 401(k) Profit Sharing Plan
EIN 22-1935537
Plan No. 001
Line 4j - Schedule of Reportable (5%) Transactions
Year Ended December 31, 2005
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Identity Description Purchase Selling Lease Expense cost Current Net
of Party of asset price price rental incurred of asset value of gain
Involved with asset on
transaction transaction
date
There were no category (i), (ii), (iii) or (iv)
reportable transactions during 2005.
13
Consent of Independent Registered Public Accounting Firm
We have issued our report dated June 23, 2006, accompanying
the financial statements and schedules of J&J Snack Foods Corp.
401(k) Profit-Sharing Plan on Form 11-K for the year ended December
31, 2005. We hereby consent to the incorporation by reference of
said report in the Registration Statement of J & J Snack Foods
Corp. 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, File No. 33-87532, effective
December 16, 1994 and File No. 33-50036, effective July 24, 1992).
/s/Grant Thornton LLP
Philadelphia, Pennsylvania
June 23, 2006
14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
J & J Snack Foods Corp.
401(k) Profit Sharing Plan
Date: June 23, 2006 /s/ Dennis G. Moore
Dennis G. Moore
Plan Administrator
15