SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark one)
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the calendar year December 31, 2004
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-5084
TASTY BAKING COMPANY 401 (K) THRIFT PLAN
2801 Hunting Park Avenue
Philadelphia, Pennsylvania 19129
(Full title of the plan and the address of the plan,
if different from that of the issuer named below)
TASTY BAKING COMPANY
2801 Hunting Park Avenue
Philadelphia, Pennsylvania 19129
(Name of issuer of the securities held pursuant to the Plan and the
address of the principal executive offices of Tasty Baking Company)
TASTY BAKING COMPANY 401 (K) THRIFT PLAN
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TABLE OF CONTENTS
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Page
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits
at December 31, 2004 and 2003 2
Statements of Changes in Net Assets Available for
Benefits for the years ended December 31, 2004 and 2003 3
Notes to Financial Statements 4 - 9
SUPPLEMENTAL SCHEDULE:
Schedule H, Part IV, Line 4(i)*
Schedule of Assets (Held at End of Year) at December 31, 2004 10
EXHIBITS:
Signatures-Annual Report Authorization
23.1 Consent of Independent Auditors-Mitchell & Titus, LLP
__________________
* Refers to item numbers in Form 5500 (Annual Return/Report of Employee
Benefit Plan) for the year ended December 31, 2004.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants and Administrator of
Tasty Baking Company 401(k) Thrift Plan:
We have audited the accompanying statements of net assets available for benefits
of Tasty Baking Company 401(k) Thrift Plan ("the Plan") as of December 31, 2004
and 2003, and the related statements of changes in net assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. 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 audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2004 and 2003, and the changes in its net assets available for
benefits for the years then ended in conformity with accounting principles
generally accepted in the United States of America.
Our audits were conducted 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) as of December 31, 2004 is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ Mitchell & Titus, LLP
Philadelphia, PA
May 25, 2005
TASTY BAKING COMPANY 401(K) THRIFT PLAN
Statements of Net Assets Available for Benefits
December 31, 2004 and 2003
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2004 2003
--------------- ----------------
ASSETS
Investments, at fair value $27,987,416 $ 27,338,290
Receivables:
Securities sold 103,645 30,750
--------------- ----------------
Total assets 28,091,061 27,369,040
LIABILITIES
Payables:
Securities purchased 103,819 37,875
--------------- ----------------
Total liabilities 103,819 37,875
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NET ASSETS AVAILABLE FOR
BENEFITS $27,987,242 $ 27,331,165
=============== ================
2
The accompanying notes are an integral part of these financial statements.
TASTY BAKING COMPANY 401(K) THRIFT PLAN
Statements of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 2004 and 2003
--------------------------------------------------------------------------------
2004 2003
------------------- ----------------------
ADDITIONS:
Additions to net assets attributed to:
Net (depreciation) appreciation in
fair value of investments $ (49,849) $ 2,898,708
Cash dividends 607,665 583,332
Interest 99,307 121,088
------------------- ----------------------
657,123 3,603,128
------------------- ----------------------
CONTRIBUTIONS:
Participant 1,765,632 1,796,081
Employer 348,706 379,242
------------------- ----------------------
2,114,338 2,175,323
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Total additions 2,771,461 5,778,451
------------------- ----------------------
DEDUCTIONS:
Deductions from net assets attributed to:
Benefits paid to participants 2,109,144 2,186,692
Administrative expenses 6,240 6,255
------------------- ----------------------
Total deductions 2,115,384 2,192,947
------------------- ----------------------
Net increase 656,077 3,585,504
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 27,331,165 23,745,661
------------------- ----------------------
End of year $27,987,242 $ 27,331,165
=================== ======================
3
The accompanying notes are an integral part of these financial statements.
TASTY BAKING COMPANY 401(K) THRIFT PLAN
Notes to Financial Statements
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1. DESCRIPTION OF PLAN
General
-------
The Tasty Baking Company 401(k) Thrift Plan (the "Thrift Plan") is a
defined contribution plan under which all employees of Tasty Baking
Company, Inc. (the Company) who meet certain service requirements are
eligible to participate. The Thrift Plan is subject to the provisions
of the Employee Retirement Income Security Act of 1974 (ERISA).
For allocations, benefits and vesting provisions as well as any other
questions, Thrift Plan participants should refer to the Thrift Plan
document.
Contributions
-------------
Under the Thrift Plan, employee contributions may be made in an amount
up to 15% of an employee's annual base salary. The Company's
contribution (employer portion) is equal to an amount not to exceed the
lesser of $600 or 100% of the contributions made by each employee.
Employee contributions are made through payroll deductions as
authorized by the employees and are immediately vested. The Company's
contributions are invested in shares of TBC common stock. Participants
may choose from a selection of mutual fund options offered by Dreyfus
Service Corporation, a trustee for the Thrift Plan, for their
contributions.
The Company's investment options available to participants provide
alternatives that cover all major sectors of the market. These
investment alternatives include: Capital Preservation Fund, Dreyfus
100% U.S. Treasury Intermediate Term Fund, Dreyfus Disciplined Stock
Fund, Dreyfus Premier Balanced Fund, Dreyfus Emerging Leaders Fund,
Dreyfus S&P 500 Basic Index Fund, Dreyfus Premier Midcap Fund and the
Dreyfus International Value Fund. Participants may change the
investment mix of their ongoing and/or existing invested account
balances daily. They may sell any shares of Tasty Baking Company stock
in their employee account, resulting from a participant elected fund
option available prior to 1995, and invest the proceeds in any other
investment fund offered.
Withdrawals
-----------
Participants who terminate from the Thrift Plan can elect to have
distributed to them the full value in their respective accounts which
includes their contributions and 100% of the vested employer
contributions made on their behalf.
4
TASTY BAKING COMPANY 401(K) THRIFT PLAN
Notes to Financial Statements
-------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN (continued)
Withdrawals (continued)
-----------
Active participants may withdraw balances accumulated through 1987 once
each quarter without cause. All balances accumulated may be withdrawn
(pre-1987 funds first) at any time but only for a hardship withdrawal
as defined by IRS regulations.
Once a hardship withdrawal is distributed, the participant's right to
contribute to the Thrift Plan is suspended for 12 months. Once an
active participant has been a Thrift Plan participant for five years,
Company contributions can be withdrawn on any Thrift Plan year-end
date. Withdrawals by an active participant in this regard causes no
interruption to contributions and Company matching contributions are
not penalized.
Participant Loans
-----------------
The Thrift Plan allows participants to obtain loans at a minimum amount
of $500. In addition to other loan requirements, the unpaid balance
from all loans outstanding to a participant from the Thrift Plan shall
not exceed 50% of the vested balance of the participant's account or
$50,000, whichever is less. Loans bear interest at amounts determined
by the administrator and are currently the Prime Rate plus 1%. Loans
are repayable in equal installments through payroll deductions and are
collateralized by 50% of participant's vested account balance.
Termination
-----------
The Company retains the right to terminate the Thrift Plan at any time.
If the Plan is terminated, participants become 100% vested in all
amounts held for their benefit under the Thrift Plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Investment Valuation and Income Recognition
-------------------------------------------
Investments are stated at fair value. The value of common stock of
Tasty Baking Company is determined based upon the bid price of the
stock on the NYSE on the last day of trading of the Plan year.
The investment in Mutual Funds is represented by unit shares, which are
valued at each respective fund's net asset value as publicly reported
by the fund's respective investment department. The Capital
Preservation Fund, a money market fund, is reported at fair value,
which is equivalent to cost.
5
TASTY BAKING COMPANY 401(K) THRIFT PLAN
Notes to Financial Statements
-------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Investment Valuation and Income Recognition (continued)
--------------------------------------------
Purchases and sales of investments are reflected on a trade-date basis.
Gains and losses realized are based principally on specific
identification. Thrift Plan investments are sold to satisfy participant
withdrawal and transfer requests and, therefore, resulting gains or
losses are recorded as withdrawals are made.
Dividend income is recorded on the ex-dividend date. Income from other
investments is recorded as earned on an accrual basis.
The Thrift Plan presents in the Statements of Changes in Net Assets
Available for Benefits the net (depreciation) appreciation in the fair
value of its investments, which consists of the realized gains or
losses and the unrealized (depreciation) appreciation on those
investments.
Payment of Benefits
-------------------
Benefits are recorded when paid.
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 changes therein, and disclosures
of contingent assets and liabilities. Actual results could differ from
those estimates.
Risks and Uncertainties
-----------------------
The Thrift Plan provides for various investment options including a
money market fund, Tasty Baking Company common stock, and mutual funds.
Investment securities are exposed to various risks, such as interest
rate, market and credit. Due to the level of risk associated with
certain investment securities and the level of uncertainty related to
changes in the value of investment securities, it is at least
reasonably possible that changes in risks in the near term would
materially affect participants account balances and the amounts
reported in the statement of net assets available for benefits and the
statement of changes in net assets available for benefits.
Other matters
-------------
Certain items at December 31, 2003 have been reclassified to conform to
the presentation at December 31, 2004. 3.
6
TASTY BAKING COMPANY 401(K) THRIFT PLAN
Notes to Financial Statements
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3. RELATED PARTY TRANSACTIONS
Tasty Baking Company is the sponsor of the Thrift Plan and pays all
administrative expenses and fees on behalf of the participants
excluding fees for participant loans. For the years ended December 31,
2004 and 2003, fees and expenses totaling $31,245 and $32,345,
respectively, were paid to Dreyfus Service Corporation and Dreyfus
Trust Company, the Plan's administrator and trustee, respectively, on
behalf of the Thrift Plan's participants.
4. INVESTMENTS
The following table represents investments of 5% or more of the Thrift
Plan's net assets:
December 31,
2004 2003
----------------- ------------------
Tasty Baking Company Common Stock
502,145 and 497,073 shares, respectively $4,062,353 $ 5,025,408
Capital Preservation Fund, LaSalle National
Trust, N.A., Collective Investment Trust 8,816,954 8,491,132
S&P 500 Basic Index Fund, Dreyfus Service
Corporation 2,613,190 2,275,634
Discipline Stock fund, Dreyfus Service
Corporation 3,583,227 3,398,151
Emerging Leaders Fund, Dreyfus Service
Corporation 3,062,757 2,790,264
100% U.S. Treasury Intermediate Term
Fund, Dreyfus Service Corporation 1,441,704 1,379,607
Premier Balanced Fund , Dreyfus Service
Corporation 1,693,848 1,504,705
Loans to Participants 1,791,838 1,746,265
7
TASTY BAKING COMPANY 401(K) THRIFT PLAN
Notes to Financial Statements
-------------------------------------------------------------------------------
4. INVESTMENTS (continued)
During 2004 and 2003, the Thrift Plan's investments (including gains
and losses on investments bought and sold, as well as held during the
year) (depreciated)/appreciated in value as follows:
2004 2003
------------ --------------
Mutual funds $ 963,454 $ 2,190,919
Common stock (1,013,303) 707,789
------------ --------------
(Depreciation)/Appreciation $ (49,849) $ 2,898,708
============ ==============
5. NONPARTICIPANT -DIRECTED INVESTMENTS
December 31,
2004 2003
------------ --------------
Net Assets:
Tasty Baking Company Common
Stock $3,889,101 $4,833,228
Year Ended December 31,
2004 2003
------------ -------------
Change in Net Assets:
Employer contributions $ 348,705 $ 379,242
Dividends 95,887 95,665
Distributions to participants (136,032) (241,879)
Direct Rollover Transfer (250,645) (150,457)
Net (depreciation)/appreciation
of investments (1,002,042) 676,874
------------ --------------
$ (944,127) $ 759,445
============ ==============
8
TASTY BAKING COMPANY 401(K) THRIFT PLAN
Notes to Financial Statements
-------------------------------------------------------------------------------
6. FEDERAL INCOME TAXES
The United States Treasury Department determined on June 7, 2004 that
the Thrift Plan, as amended and restated in effect from January 1,
2003, which is a non-standardized prototype profit sharing plan and
trust sponsored by Dreyfus Corporation, constituted a qualified trust
under Section 401(a) of the Internal Revenue Code and is therefore
exempt from federal income taxes under provisions of Section 501(a).
7. SUBSEQUENT EVENTS
Effective March 27, 2005, the Company merged the Thrift Plan and the
Tasty Baking Oxford Inc. 401(k) Savings Plan (the Oxford Plan) and
renamed the merged plans as the Tasty Baking Company 401(k) and Company
Funded Retirement Plan ("Retirement Plan"). All assets of the Thrift
Plan and the Oxford Plans were transferred immediately after the
effective date to the Retirement Plan which is administered by the
Vanguard Group.
9
SUPPLEMENTAL SCHEDULE
E.I.N. 23-1145880/PN
Plan Number 002
TASTY BAKING COMPANY 401(K) THRIFT PLAN
Schedule H, Part IV, Line 4(i)
Schedule of Assets (Held at End of Year)
December 31, 2004
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Description of Investment
Including Maturity Date
Identity of Issue, Borrower, Rate of Interest, Collateral, Current
a. b. Lessor or Similar Party c. Par of Maturity Value d. Cost e. Value
---------------------------------- ------------------------------------ -------------------- --------------------
* Tasty Baking Company Common Stock $ 5,413,513 $ 4,062,353
Capital Preservation Fund, LaSalle Collective Investment Fund 8,818,954 8,818,954
National Trust, N.A.
* Dreyfus 100% U. S. Treasury
Intermediate Term Fund Mutual Fund 1,451,297 1,441,704
* Dreyfus S&P 500 Basic Index Fund Mutual Fund 2,604,027 2,613,190
* Dreyfus Premier Balanced Fund Mutual Fund 1,807,907 1,693,848
* Dreyfus Disciplined Stock Fund Mutual Fund 3,241,511 3,583,227
* Dreyfus Emerging Leaders Fund Mutual Fund 2,380,047 3,062,757
* Dreyfus Premier Midcap Fund Mutual Fund 498,029 600,847
* Dreyfus International Value Fund Mutual Fund 251,359 318,698
-------------------- --------------------
Subtotal - Mutual Funds 12,234,177 13,314,271
-------------------- --------------------
Loans to Participants 5% - 10.5% - 1,791,838
-------------------- --------------------
Total $26,466,644 $27,987,416
==================== ====================
*Party-In-Interest