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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the thirty-nine weeks ended September 27, 2003
------------------
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 1-5084
TASTY BAKING COMPANY
(Exact name of company as specified in its charter)
Pennsylvania 23-1145880
- --------------------------------------------------------------------------------
(State of Incorporation) (IRS Employer Identification Number)
2801 Hunting Park Avenue, Philadelphia, Pennsylvania 19129
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(215) 221-8500
- --------------------------------------------------------------------------------
(Company's Telephone Number, including area code)
Indicate by check mark whether the company (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 for such shorter period that the company 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 whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes X No ___
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes No ___
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, par value $.50 8,097,110
- --------------------------------------------------------------------------------
(Title of Class) (No. of Shares Outstanding
as of October 28, 2003)
1 of 13
TASTY BAKING COMPANY AND SUBSIDIARIES
INDEX
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
September 27, 2003 and December 28, 2002................................................................3
Consolidated Statements of Operations
Thirteen and Thirty-nine weeks ended September 27, 2003 and
September 28, 2002......................................................................................4
Consolidated Statements of Cash Flows
Thirty-nine weeks ended September 27, 2003 and September 28, 2002.......................................5
Notes to Consolidated Financial Statements............................................................6-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations..................................................................9-10
Item 3. Quantitative and Qualitative Disclosures
About Market Risk .....................................................................................11
Item 4. Controls and Procedures................................................................................11
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.......................................................................12
Signature .......................................................................................................13
2 of 13
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
TASTY BAKING COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
(000's)
- ------------------------------------------------------------------------------------------------------------------
September 27, 2003 December 28, 2002
- ------------------------------------------------------------------------------------------------------------------
Current assets:
Cash $ 195 $ 282
Receivables, less allowance of $3,570
and $3,606 respectively 21,636 20,881
Inventories 5,530 6,777
Deferred income taxes 5,138 5,214
Prepayments and other 1,497 2,941
--------------------------------------------
Total current assets 33,996 36,095
--------------------------------------------
Property, plant and equipment:
Land 1,098 1,098
Buildings and improvements 38,126 37,832
Machinery and equipment 154,136 148,990
--------------------------------------------
193,360 187,920
Less accumulated depreciation 134,540 129,529
--------------------------------------------
58,820 58,391
--------------------------------------------
Long-term receivables from owner/operators 10,345 10,095
Deferred income taxes 8,843 8,230
Spare parts inventory 3,821 3,699
Other 205 50
--------------------------------------------
23,214 22,074
--------------------------------------------
Total assets $ 116,030 $ 116,560
============================================
Current liabilities:
Current obligations under capital leases $ 571 $ 176
Notes payable, banks 2,900 4,500
Accounts payable 9,811 6,074
Accrued payroll and employee benefits 5,305 5,159
Reserve for restructures 1,269 2,417
Other 776 981
--------------------------------------------
Total current liabilities 20,632 19,307
Long-term debt 8,000 9,000
Long-term obligations under capital leases,
less current portion 4,715 3,486
Reserve for restructures-less current portion 2,001 3,568
Accrued pensions and other liabilities 16,932 15,923
Postretirement benefits other than pensions 17,923 17,751
--------------------------------------------
Total liabilities 70,203 69,035
--------------------------------------------
Shareholders' equity:
Common stock 4,558 4,558
Capital in excess of par value of stock 29,390 29,433
Retained earnings 24,846 26,622
--------------------------------------------
58,794 60,613
Less:
Treasury stock, at cost 12,556 12,539
Management Stock Purchase Plan
receivables and deferrals 411 549
--------------------------------------------
45,827 47,525
--------------------------------------------
Total liabilities and shareholders' equity $ 116,030 $ 116,560
============================================
See accompanying notes to consolidated financial statements.
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TASTY BAKING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(000's, except per share amounts)
- ------------------------------------------------------------------------------------------------------------------------------
For the Thirteen Weeks Ended For the Thirty-nine Weeks Ended
September 27, 2003 September 28, 2002(a) September 27, 2003 September 28, 2002(b)
- ------------------------------------------------------------------------------------------------------------------------------
Gross Sales $ 60,837 $ 63,652 $ 188,153 $ 193,309
Less discounts and allowances (21,889) (23,671) (68,029) (70,582)
---------------------------------------------------------------------------------
Net Sales 38,948 39,981 120,124 122,727
---------------------------------------------------------------------------------
Costs and expenses:
Cost of sales 26,391 28,234 81,347 81,311
Depreciation 1,772 1,886 5,249 5,260
Selling, general and administrative 13,107 10,558 34,906 32,238
Restructure charge (reversal) (129) - (444) 1,405
Interest expense 223 225 644 781
Other income, net (228) (259) (721) (834)
---------------------------------------------------------------------------------
41,136 40,644 120,981 120,161
---------------------------------------------------------------------------------
Income (loss) before provision for
income taxes (2,188) (663) (857) 2,566
Provision (credit) for income taxes (755) (232) (296) 914
---------------------------------------------------------------------------------
Net income (loss) $ (1,433) $ (431) $ (561) $ 1,652
=================================================================================
Average common shares outstanding:
Basic 8,098 8,078 8,098 8,066
Diluted 8,114 8,165 8,106 8,178
Per share of common stock:
Net income (loss): Basic and Diluted ($0.18) ($0.05) ($0.07) $0.20
=================================================================================
Cash dividend $0.05 $0.12 $0.15 $0.36
=================================================================================
(a) An amount of $169 has been reclassified to reflect a correction of certain expenses recorded in cost of
sales and selling, general and administrative expense.
(b) An amount of $384 has been reclassified to reflect a correction of certain expenses recorded in cost of
sales and selling, general and administrative expense.
See accompanying notes to consolidated financial statements.
4 of 13
TASTY BAKING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(000's)
- --------------------------------------------------------------------------------------------------------------------------
For the Thirty-nine Weeks Ended
September 27, 2003 September 28, 2002(a)
- --------------------------------------------------------------------------------------------------------------------------
Cash flows from (used for) operating activities
Net income $ (561) $ 1,652
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 5,249 5,260
Restructure charge (reversal) (444) 1,405
Pension expense 1,297 794
Deferred taxes (406) -
Restructure payments and other (2,110) (1,633)
Changes in assets and liabilities:
Increase in receivables (754) (1,541)
Decrease in inventories 1,248 1,234
Decrease (increase) in prepayments and other 1,312 (562)
Increase in accrued payroll, accrued income taxes,
accounts payable and other current liabilities 3,680 1,392
--------------------------------------------
Net cash from operating activities 8,511 8,001
--------------------------------------------
Cash flows from (used for) investing activities
Purchase of property, plant and equipment (4,159) (4,437)
Proceeds from owner/operators' loan repayments 2,575 3,091
Loans to owner/operators (2,825) (2,532)
Other (153) 80
--------------------------------------------
Net cash used for investing activities (4,562) (3,798)
--------------------------------------------
Cash flows from (used for) financing activities
Dividends paid (1,215) (2,903)
Payment of long-term debt (1,221) (1,173)
Net decrease in short-term debt (1,600) (900)
Net proceeds from sale of common stock - 492
--------------------------------------------
Net cash used for financing activities (4,036) (4,484)
--------------------------------------------
Net decrease in cash (87) (281)
Cash, beginning of year 282 367
--------------------------------------------
Cash, end of period $ 195 $ 86
=============================================
Supplemental Cash Flow Information:
Cash paid during the period for:
Interest $ 592 $ 644
=============================================
Income taxes $ 85 $ 995
=============================================
Noncash investing and financing activities
Capital lease $ 1,845 $ -
=============================================
(a) Certain amounts have been reclassified for comparative purposes.
See accompanying notes to consolidated financial statements.
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TASTY BAKING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
All amounts are in (000's)
1. Significant Accounting Policies
-------------------------------
Interim Financial Information
-----------------------------
In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments necessary to present fairly
the financial position of the company as of September 27, 2003 and
December 28, 2002, the results of its operations for the thirteen and
thirty-nine weeks ended September 27, 2003 and September 28, 2002 and
cash flows for the thirty-nine weeks ended September 27, 2003 and
September 28, 2002. These unaudited consolidated financial statements
should be read in conjunction with the consolidated financial statements
and footnotes thereto in the company's 2002 Annual Report to
Shareholders. In addition, the results of operations for the thirteen and
thirty-nine weeks ended September 27, 2003 are not necessarily indicative
of the results to be expected for the full year.
Net Income Per Common Share
---------------------------
Net income per common share is presented as basic and diluted earnings
per share. Net income per common share - Basic is based on the weighted
average number of common shares outstanding during the year. Net income
per common share - Diluted is based on the weighted average number of
common shares and dilutive potential common shares outstanding during the
year. Dilution is the result of outstanding stock options.
Stock-Based Compensation
------------------------
The company measures stock-based compensation in accordance with APB
Opinion No. 25, "Accounting for Stock Issued to Employees" and has
calculated the pro-forma impact of the fair-value method in accordance
with Statement of Financial Accounting Standard No. 123, "Accounting for
Stock-Based Compensation." The calculated difference between the reported
and pro-forma net income amounts is approximately $.01 per diluted share
for the third quarter of 2003 and less than $.01 per diluted share for
the third quarter of 2002 (see Note 4).
Pension Plan
------------
The company's funding policy for its pension plan is to contribute
amounts deductible for federal income tax purposes plus such additional
amounts, if any, as the company's actuarial consultants advise to be
appropriate. The company accrues normal periodic pension expense or
income during the year based upon certain assumptions and estimates from
its actuarial consultants in accordance with Statement of Financial
Accounting Standard No. 87. These estimates and assumptions include
discount rate, rate of return on plan assets, compensation increases,
mortality and employee turnover. In addition, the rate of return on plan
assets is directly related to changes in the equity and credit markets,
which can be very volatile. The use of the above estimates and
assumptions, market volatility and the company's election to immediately
recognize all gains and losses in excess of its pension corridor in the
current year may cause the company to experience significant changes in
its pension expense or income from year to year. Expenses or income that
fall outside the corridor are recognized only in the fourth quarter.
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2. Restructure Charges
-------------------
The company recognized pre-tax net restructure charge reversals in 2003
of $129 in the third quarter, $95 in the second quarter and $220 in the
first quarter. These reversals resulted from favorable settlements of
certain thrift store lease contracts. These settlements relate to the
restructure charges taken during 2002 and 2001.
During the fourth quarter of 2002, the company incurred a $4,936 pre-tax
restructure charge related to the closing of twelve thrift stores which
represented the remaining company operated thrift stores. This
restructure charge also included specific arrangements made with senior
executives who departed the company in the fourth quarter of 2002. There
were 29 employees terminated as a result of this restructure, of which 25
were thrift store employees and 4 were corporate executives.
During the second quarter of 2002, the company closed six thrift stores
and eliminated certain manufacturing and administrative positions. There
were 67 employees terminated as a result of this restructure, of which 42
were temporary employees, 13 were thrift store employees and 12 were
corporate and administrative employees. Costs related to these events
were included in a pre-tax restructure charge of $1,405.
During the fourth quarter of 2001, the company closed its Dutch Mill
plant in Wyckoff, New Jersey. In addition, the company closed two thrift
stores. Costs related to these events were included in a pre-tax
restructure charge of $1,728.
RESTRUCTURE RESERVE ACTIVITY
Balance Reclass Reversal Balance
12/28/02 Payments of PP&E of Reserve 9/27/03
----------------------------------------------------------------------------------------
Lease obligations $ 2,078 $ 548 - $ 444 $ 1,086
Severance 3,403 1,298 - - 2,105
Fixed Assets 326 - 326 - -
Other 178 99 - - 79
----------------------------------------------------------------------------------------
Total $ 5,985 $ 1,945 $ 326 $ 444 $ 3,270
========================================================================================
The balance of the severance charges is expected to be paid as of
December 2005 and the balance of the lease obligations and other charges
is expected to be paid as of November 2006.
3. Inventories
-----------
Inventories are classified as follows:
September 27, 2003 December 28, 2002
----------------------------------------------
Finished Goods $ 2,582 $ 2,731
Work in progress 847 862
Raw materials and supplies 2,101 3,184
----------------------------------------------
$ 5,530 $ 6,777
==============================================
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4. Stock Option Plans
------------------
On March 27, 2003, the Board of Directors adopted the Tasty Baking
Company 2003 Long Term Incentive Plan (2003 Plan), which was approved by
shareholders at the 2003 Annual Meeting. Under the terms of the 2003
Plan, 400,000 shares were authorized. On August 7, 2003, 312,056 of the
authorized shares were granted as options to employees and directors of
the company. In addition on August 7, 2003, 77,344 and 11,250 options
were granted to employees under the 1997 Long Term Incentive Plan and the
1994 Long Term Incentive Plan, respectively. Under these grants, the
options vest in three equal installments beginning on the first
anniversary date with a five year retention period from the date of
grant. The option price is determined by the Compensation Committee of
the Board and, in the case of incentive stock options, will be no less
than the fair market value of the shares on the date of grant. Options
lapse at the earlier of the expiration of the option term specified by
the Compensation Committee of the Board (not more than ten years in the
case of incentive stock options) or three months following the date on
which employment with the company terminates.
Three Months Ended Nine Months Ended
9/27/03 9/28/02 9/27/03 9/28/02
Net income (loss) as reported $ (1,433) $ (431) $ (561) $ 1,652
Deduct: Total stock-based employee
compensation expense determined
under fair value method, net of
related tax effects (73) (15) (118) (44)
---------------------------------------------------------
Pro forma net income $ (1,506) $ (446) $ (679) $ 1,608
=========================================================
Earnings per share:
Basic and Diluted - as reported $(.18) $(.05) $(.07) $.20
=========================================================
Basic and Diluted - pro forma $(.19) $(.05) $(.08) $.20
=========================================================
5. Credit Facility
---------------
At the conclusion of the third quarter on September 27, 2003, the company
was not in compliance with the leverage covenant in its Credit Facility
(Facility) with its bank group. This covenant was violated because of the
loss experienced during the quarter which reduced the adjusted earnings
that the covenant measures relative to the company's outstanding debt.
The company has obtained a waiver of the non-compliance for the third
quarter and the bank group has amended this covenant for the fourth
quarter. There are no restrictions on the company's ability to borrow
under the Facility, and the company anticipates being in compliance with
the covenant over the next twelve months. In addition, the company is
negotiating with the bank group to permanently amend the covenants and
extend the maturity of the Facility. The company expects that the
permanent amendment and extension will be completed prior to the end of
its fiscal year on December 27, 2003.
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TASTY BAKING COMPANY AND SUBSIDIARIES
All amounts are in (000's)
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
-----------------------------------------------------------
Results of Operations
- ---------------------
The net loss for the third quarter of 2003 was $1,433 or $.18 per diluted share
which included a $129 pre-tax restructure charge reversal due to the favorable
settlement of certain thrift store lease contracts. Net loss for the third
quarter of 2002 was $431 or $.05 per diluted share.
Net loss for the thirty-nine weeks ended September 27, 2003 was $561 or $.07 per
diluted share which included a $444 pre-tax restructure charge reversal due to
the favorable settlement of certain thrift store lease contracts. Net income for
the thirty-nine weeks ended September 28, 2002 was $1,652 or $.20 per diluted
share. Included in the net income for 2002 was a pre-tax restructure charge in
the amount of $1,405.
Gross sales decreased by 4.4% in the third quarter of 2003 relative to the
comparable quarter in 2002. Gross sales in the core routes in the third quarter
of 2003 increased 3% driven by the increased number of routes due to the change
to route distribution on the Eastern Shore of Maryland. Other factors
contributing to the change in route sales during the third quarter of 2003
included price increases instituted on certain product lines and new product
introductions, which were offset by the effect of decreases in promotional
activity, the discontinuation of certain Classic Baked Goods varieties and an
increase in the mix of products sold at lower wholesale selling prices. Gross
sales outside the core routes decreased by 20.2% in the third quarter of 2003
versus 2002. Most of the decline in the sales outside the core routes was
related to the company's decision to discontinue sales to certain west coast
accounts that were deemed unprofitable. The company continues to examine margins
on all lines of business and is focused on increasing profitability.
In the third quarter of 2003, net sales decreased by 2.6% compared to the same
period last year. This decrease was less than the 4.4% decrease in gross sales
due to a 7.5% reduction in discounts and allowances. This decrease in discounts
and allowances is attributable to the favorable shift in sales to core routes.
Cost of sales for the third quarter of 2003 decreased by 6.5%. As a percentage
of gross sales, cost of sales decreased one percentage point to 43.4% in the
third quarter from 44.4% in the same quarter last year. This decrease is mostly
the result of a full quarter of price increases on certain product lines in
2003. Gross margin after depreciation, as a percentage of net sales, was 27.7%
and 24.7% for the third quarters of 2003 and 2002, respectively. This three
percentage point improvement resulted from the combined effect of the price
increases and reductions in discounts and allowances.
Selling, general and administrative expenses for the third quarter of 2003
increased by $2,549 or 24.1% compared to the third quarter of 2003.
Approximately $2 million of the increase was due to marketing spending and
expansion of the direct store delivery system into the Cleveland and Pittsburgh
markets. The balance of the increase resulted from investment in personnel to
fill key positions in the company and consulting and legal fees incurred to
accomplish company initiatives. These expenses offset the savings from the
fourth quarter 2002 closing of the company's thrift stores and the departure of
certain executives.
The effective tax rate was 34.5% for the quarter ended September 27, 2003 and
35.0% for the quarter ended September 28, 2002, which compares to a federal
statutory rate of 34%. Differences between the effective rates and the statutory
rate arise from the effect of state income taxes.
9 of 13
Financial Condition
- -------------------
The company has consistently demonstrated the ability to generate sufficient
cash flow from operations. Bank borrowings, under the company's Credit
Facility(Facility) with its bank group, are used to supplement cash flow from
operations during periods of cyclical shortages. At the conclusion of the third
quarter on September 27, 2003, the company was not in compliance with the
leverage covenant in the Facility. This covenant was violated because of the
loss experienced during the quarter which reduced the adjusted earnings that the
covenant measures relative to the company's outstanding debt. The company has
obtained a waiver of the non-compliance for the third quarter and the bank group
has amended this covenant for the fourth quarter. There are no restrictions on
the company's ability to borrow under the Facility, and the company anticipates
being in compliance with the covenant over the next twelve months. In addition,
the company is negotiating with the bank group to permanently amend the
covenants and extend the maturity of the Facility. The company expects that the
permanent amendment and extension will be completed prior to the end of its
fiscal year on December 27, 2003.
Net cash from operating activities for the thirty-nine weeks ended September 27,
2003 increased by $510 compared to the same period in 2002 despite a net loss in
the current year compared to net income in prior year. Certain favorable changes
resulted from improved accounts receivable turnover and a significant increase
in the amount of accrued expenses. In addition, there was a reduction in cash
payments for income tax.
Net cash used for investing activities for the thirty-nine weeks ended September
27, 2003 increased by $764 relative to the same period in 2002 principally due
to a reduction in net proceeds from owner-operator loans as new loans exceeded
repayments in 2003. This reduction was partially offset by lower capital
expenditures.
Net cash used for financing activities for the thirty-nine weeks ended September
27, 2003 decreased by $448 relative to the comparable period in 2002, due to
larger repayments of short-term and long-term debt in the current year being
offset by a reduction of dividends paid in the current year. The company reduced
its quarterly dividend to $.05 per share in the first quarter of 2003. The
quarterly dividend had been $.12 per share since 1997.
For the remainder of 2003, the company anticipates that cash flow from
operations, along with the continued availability of credit under the Credit
Facility, will provide sufficient cash to meet operating and financing
requirements.
Forward-Looking Statements
- --------------------------
Certain matters discussed in this Report, including those under the heading
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," contain "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995, and are subject to the safe
harbor created by that Act. These forward-looking statements may include
comments about legal proceedings, competition within the baking industry,
availability and pricing of raw materials and capital, sales growth by route
expansion and distribution through existing and other channels, the company's
business strategies and other statements contained herein that are not
historical facts. Because such forward-looking statements involve risks and
uncertainties, there are important factors that could cause actual results to
differ materially from those expressed or implied by such forward-looking
statements which include changes in general economic or business conditions, the
availability of capital upon terms acceptable to the company, the availability
and prices of raw materials, the level of demand for the Company's products, the
outcome of legal proceedings to which the Company is or may become a party, the
actions of competitors within the packaged food industry, changes in consumer
tastes or eating habits, the success of plant modernization and business
strategies implemented by the Company to meet future challenges, and the ability
to develop and market in a timely and efficient manner new products which are
accepted by consumers. The reader should review "Management's Discussion and
Analysis" in the company's annual report on Form 10-K for the year ended
December 28, 2002 for a more complete discussion of other risk factors which may
affect the company's financial position or operating performance.
10 of 13
Item 3. Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
The company has certain floating rate debt notes. Under current market
conditions, the company believes that changes in interest rates would not have a
material impact on the financial statements of the company. The company also has
notes receivable from owner operators with rates that adjust every three years,
and, therefore, would partially offset the fluctuations in the company's
interest rates on its notes payable. The company also has the right to sell
these notes receivable, and could use these proceeds to liquidate a
corresponding amount of the notes payable.
Item 4. Controls and Procedures
-----------------------
The company maintains a system of disclosure controls and procedures designed to
provide reasonable assurance as to the reliability of its consolidated financial
statements and other disclosures included in this report. The company
established a disclosure controls committee, which consists of certain members
of management. During the second quarter of 2003, the company hired a Director
of Internal Control and Analysis who has been actively involved in the
evaluation of the disclosure controls and procedures. Within 90 days prior to
the date of filing of this report, the company carried out an evaluation, under
the supervision and with the participation of management, including the Chief
Executive Officer and Chief Financial Officer, of the design and operation of
the company's disclosure controls and procedures. Based on this evaluation, the
company's Chief Executive Officer and Chief Financial Officer concluded that the
company's disclosure controls and procedures are effective for gathering,
analyzing and disclosing the information the company is required to disclose in
the reports it files pursuant to the Securities and Exchange Act of 1934, within
the time periods specified in the SEC's rules and forms. There have been no
significant changes in the company's internal controls or in other factors that
could significantly affect internal controls subsequent to the date of this
evaluation.
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TASTY BAKING COMPANY AND SUBSIDIARIES
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits:
Exhibit 4.1 - Rights Agreement dated July 30, 2003 between the company
and American Stock Transfer and Trust Company, which is incorporated by
reference to Exhibit 4.1 to the company's report on Form 8-K filed July
31, 2003
Exhibit 31.1 - Certification of Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2 - Certification of Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32 - Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
The company filed the following reports on Form 8-K during the thirteen
weeks ended September 27, 2003:
On July 31, 2003, the company furnished a report on Form 8-K under Item
5, Other Events, attaching a press release announcing a regular
dividend, adoption of a shareholder rights plan and a stock repurchase
program, and under Item 9, Regulation FD Disclosure, a press release
announcing its second quarter 2003 financial results.
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TASTY BAKING COMPANY AND SUBSIDIARIES
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
TASTY BAKING COMPANY
-------------------------------------
(Company)
November 10, 2003 /s/David S. Marberger
----------------- -------------------------------------
(Date) DAVID S. MARBERGER
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
(Principal Financial and
Accounting Officer)
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