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FORM 12b-25 SEC FILE NUMBER
NOTIFICATION OF LATE FILING 0000096412
CUSIP NUMBER
876553306
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(Check One): [X]Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ]
Form N-SAR [ ] Form N-CSR
For Period Ended: December 25, 2004
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ___________________
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein. If the notification relates to a
portion of the filing checked above, identify the Item(s) to which the
notification relates:
N/A
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PART I - REGISTRANT INFORMATION
Tasty Baking Company
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Full Name of Registrant
N/A
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Former Name if Applicable
2801 Hunting Park Avenue
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Address of Principal Executive Office (Street and Number)
Philadelphia, PA 19129
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City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
|X| (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F,11-K or Form N-SAR, or portion thereof,
will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q, or portion thereof will be filed
on or before the fifth calendar day following the prescribed due
date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, N-CSR, or the transition report portion thereof, could not be filed
within the prescribed time period.
The registrant has experienced delays in completing its financial statements and
internal control testing and assessment for the year ended December 25, 2004
due, in part, to the implementation of a new enterprise resource planning (ERP)
system on November 1, 2004. While the registrant believes that the new ERP
system will maintain and strengthen the registrant's overall internal control
over financial reporting, the registrant has undertaken a thorough review of its
financial information for the year ended December 25, 2004 in order to verify
the financial statements prepared under the new ERP system and related
disclosures. In addition, the timing of the implementation of the new ERP system
has delayed the registrant's testing of certain ERP-related internal controls
and limited the amount of time that the registrant's independent auditors have
to review and assess the registrant's internal controls. The registrant has
limited internal resources to address both of these matters simultaneously and
has contracted with external consultants to assist in the process. However, due
to these factors, the registrant is unable to file its Form 10-K for the year
ended December 25, 2004 by the prescribed filing deadline without unreasonable
effort and expense.
PART IV-- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
David S. Marberger (215) 221-8500
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). |X|Yes No
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(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|X|Yes No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
See Exhibit A attached hereto and incorporated herein by reference.
Tasty Baking Company
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 9, 2005 By: /s/ David S. Marberger
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David S. Marberger
Senior Vice President and CFO
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
General Instructions
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T (ss.232.201 or ss.232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
S-T (ss.232.13(b) of this Chapter).
Exhibit A
Tasty Baking Company Financial Results
(Unaudited)
(In millions)
Fourth Quarter 2004
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Gross sales for the fourth quarter 2004 increased to $63.1 from $62.5 in the
same period 2003. Net sales for the fourth quarter 2004 increased slightly to
$39.2 from $39.0 in the same period 2003. These increases resulted primarily
from price increases for Family Pack products, the new Tastykake Sensables
product introduction in August 2004, and the addition of new route territories
in the Pittsburgh and Cleveland markets.
Selling, general and administrative expenses in the fourth quarter 2004
decreased to $11.3 from $13.4 in the same period 2003. This decrease was
primarily attributed to a reduction in marketing expense and reduced freight and
transportation costs, which were partially offset by additional costs to support
the implementation of the company's new enterprise resource planning (ERP)
system and consulting services related to compliance with Section 404 of the
Sarbanes-Oxley Act.
The company's net loss for the fourth quarter 2004 was $0.1 compared to a net
loss of $1.8 in the same period 2003. The company's fourth quarter 2004
financial results were affected by an additional pre-tax pension expense of
$0.8.
Fiscal 2004
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Gross sales for the fiscal year ended December 25, 2004 increased to $259.0 from
$250.6 in the same period 2003. Net sales for the fiscal year ended December 25,
2004 were $159.1 equal to net sales in 2003. The increase in gross sales
resulted primarily from price increases for Family Pack products, the new
Tastykake Sensables product introduction in August 2004, and the addition of new
route territories in the Pittsburgh and Cleveland markets. Net sales were also
affected by an increase in promotional activity in the first quarter 2004 to
transition consumers to a higher price point.
Selling, general and administrative expenses in fiscal 2004 decreased to $45.8
from $48.1 in the same period 2003. This decrease was primarily attributed to a
reduction in marketing expense and freight and transportation costs, which were
partially offset by additional costs to support the implementation of the
company's new ERP system and consulting services related to compliance with
Section 404 of the Sarbanes-Oxley Act.
The company's net income for fiscal 2004 was $1.2 compared with a net loss of
$2.4 for fiscal 2003. Net income per fully-diluted share for fiscal 2004 was
$0.15 compared with a net loss per fully-diluted share of $0.29 for fiscal 2003.
Results for 2004 were affected by an additional pre-tax pension expense of $0.8
and a $0.1 pre-tax gain from the sale of a distribution route on the Eastern
Shore of Maryland in the second quarter 2004.