TASTY BAKING CO
10-Q, 1995-05-16
BAKERY PRODUCTS
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<PAGE>
 
                      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 thirteen weeks ended April 1, 1995
                                      or
( )   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 registrant 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)
 
     Telephone:  215-221-8500
     (Registrant's Telephone Number, including area code)



                                    N O N E
- --------------------------------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year, If Changed Since Last
Report)


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 for 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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

          Class                                     Outstanding at April 1, 1995
          -----                                     ----------------------------

Common stock, par value $.50                               6,134,402 shares



Index of exhibits is located on page 8 of 9.

                                     1 of 9
<PAGE>
 
                      TASTY BAKING COMPANY AND SUBSIDIARY
                      -----------------------------------


                                     INDEX
                                     -----



                                                                     Page Number
                                                                     -----------
Part I - Financial Information
 
 
      Item 1.  Financial Statements
 
      Consolidated Condensed Balance Sheets -            
        April 1, 1995 and December 31, 1994                               3
 
      Consolidated Condensed Statements of Operations -  
        13 weeks Ended April 1, 1995 and April 2, 1994                    4
 
      Consolidated Condensed Statements of Cash Flows -  
        13 Weeks Ended April 1, 1995 and April 2, 1994                    5
 
      Notes to Consolidated Condensed Financial Statements                6
 
      Item 2.  Management's Discussion and Analysis of
        Financial Condition and Results of Operations                     7
 

Part II - Other Information


      Item 6.  Exhibits and Reports on Form 8-K                           8
 
      Signatures                                                          9

                                     2 of 9
<PAGE>
 
                      TASTY BAKING COMPANY AND SUBSIDIARY
                      -----------------------------------
                     CONSOLIDATED CONDENSED BALANCE SHEETS 
                     -------------------------------------
                                 (unaudited) 

PART I - FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                              April 1,      Dec. 31,    
                                                1995          1994      
                                            ------------  ------------  
<S>                                         <C>           <C>           
Current assets:                                                         
  Cash                                      $    282,190  $    147,251  
                                                                        
  Accounts and notes receivable,                                         
    net of allowance for doubtful accounts    21,088,385    17,574,423  
                                                                        
  Inventories:                                                           
    Raw materials                              1,514,282     1,657,926  
    Work in progress                             735,214       633,909  
    Finished goods                               520,189       645,225  
                                            ------------  ------------  
                                                                        
                                               2,769,685     2,937,060  
                                            ------------  ------------  

  Deferred income taxes,                                                 
    prepayments and other                      4,121,668     3,681,528  
                                            ------------  ------------  
                                                                        
    Total current assets                      28,261,928    24,340,262  
                                            ------------  ------------  
                                                                        
Property, plant and equipment                123,399,682   122,001,864  

  Less accumulated depreciation               85,933,801    84,063,636  
                                            ------------  ------------  
                                                                        
                                              37,465,881    37,938,228  
                                            ------------  ------------  
                                                                        
                                                                        
Long-term receivables                         10,929,883    10,872,115  
                                            ------------  ------------  
                                                                        
Deferred income taxes                         10,608,205    10,830,705  
                                            ------------  ------------  
                                                                        
Other assets and deferred charges              3,072,914     3,155,286  
                                            ------------  ------------  
                                                                        
Total assets                                $ 90,338,811  $ 87,136,596  
                                            ============  ============  

<CAPTION> 
                                              April 1,      Dec. 31,  
                                                1995          1994    
                                             -----------   -----------
<S>                                          <C>           <C>        
Current liabilities:                                          
  Current portion of long-term debt          $   222,831   $   222,831
  Current obligations under capital leases       470,077       455,712  
  Notes payable, banks                         1,300,000     1,800,000
  Accounts payable                             5,793,454     4,075,343
  Accrued liabilities                          4,829,269     4,552,843
  Accrued income taxes                         1,579,257       893,111
                                             -----------   -----------
                                                                      
    Total current liabilities                 14,194,888    11,999,840
                                             -----------   -----------
                                                                      
Long-term debt, less                                                  
  current portion                              5,295,190     5,349,558
                                             -----------   -----------
                                                                      
Long-term obligations under capital                                   
  leases, less current portion                 2,047,837     2,166,293
                                             -----------   -----------

                                                                      
Deferred income                                2,793,083     3,271,268
                                             -----------   -----------
                                                                      
Accrued pensions and other                                              
  liabilities                                 12,093,619    11,691,444
                                             -----------   -----------
                                                                      
Postretirement benefits                                                 
  other than pensions                         19,819,176    19,707,364
                                             -----------   -----------
                                                                      
  SHAREHOLDERS' EQUITY                                                  
  --------------------                                  
                                                                      
Common stock                                   3,644,544     3,644,544
Capital in excess of par value of stock       29,175,510    29,175,510
Retained earnings                             18,340,597    17,228,764
                                             -----------   -----------
                                              51,160,651    50,048,818
Less:                                                                 
  Treasury stock, at cost                     16,614,192    16,601,793
  Management Stock Purchase Plan                                        
    receivables and deferrals                    451,441       496,196
                                             -----------   -----------
                                                                      
                                              34,095,018    32,950,829
                                             -----------   -----------
                                                                      
Total liabilities and                                                   
  shareholders' equity                       $90,338,811   $87,136,596
                                             ===========   =========== 
</TABLE>

    See accompanying notes to consolidated condensed financial statements.

                                     3 of 9
<PAGE>
 
                      TASTY BAKING COMPANY AND SUBSIDIARY
                      -----------------------------------


                CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                -----------------------------------------------
                                  (Unaudited)
<TABLE> 
<CAPTION> 
                                                For the 13 Weeks Ended
                                                ----------------------
                                           
                                                04/01/95      04/02/94
                                                --------      --------
<S>                                           <C>           <C>
Net Sales                                     $37,064,267   $37,068,932
                                            
Costs and expenses:                          
  Cost of sales                                23,153,106    22,205,867
                                            
  Depreciation                                  1,884,144     1,789,585
                                            
  Selling, general and administrative           9,370,648    10,521,813
                                            
  Interest expense                                164,908       174,995
                                            
  Other income, net                              (907,545)     (826,608)
                                              -----------   -----------
                                            
                                               33,665,261    33,865,652
                                              -----------   -----------
                                            
                                            
Income before provision for income taxes        3,399,006     3,203,280
                                            
Provision for income taxes                      1,428,130     1,294,716
                                              -----------   -----------
                                            
Net income                                    $ 1,970,876   $ 1,908,564
                                              ===========   ===========
 
Average common shares outstanding               6,148,975     6,137,911



Per share of common stock:

  Net income                                         $.32          $.31
                                                     ====          ====

  Cash dividend                                      $.14          $.13
                                                     ====          ====
</TABLE> 

    See accompanying notes to consolidated condensed financial statements.

                                     4 of 9
<PAGE>
 
                      TASTY BAKING COMPANY AND SUBSIDIARY
                      -----------------------------------

                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                -----------------------------------------------
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                        For the 13 Weeks Ended
                                                        ----------------------
                                                     
                                                        04/01/95      04/02/94
                                                        --------      --------
<S>                                                   <C>           <C>
Cash flows from (used for) operating activities      
  Net income                                          $ 1,970,876   $ 1,908,564
  Adjustments to reconcile net income to net         
   cash provided by operating activities:            
    Depreciation                                        1,884,144     1,789,585
    Amortization                                           13,614        15,610
    Deferred taxes                                        222,500       199,138
    Other                                                  82,648       631,537
  Changes in assets and liabilities affecting        
   operations                                          (1,106,044)   (2,380,486)
                                                      -----------   -----------
                                                     
  Net cash from operating activities                    3,067,738     2,163,948
                                                      -----------   -----------
                                                     
Cash flows from (used for) investing activities      
    Proceeds from owner/operator's loan repayments        924,200       968,894
    Purchase of property, plant and equipment          (1,411,797)   (1,154,971)
    Loans to owner/operators                             (981,968)     (988,574)
    Other                                                  54,268        20,558
                                                      -----------   -----------
                                                     
    Net cash used for investing activities             (1,415,297)   (1,154,093)
                                                      -----------   -----------
                                                     
Cash flows used for financing activities             
    Dividends paid                                       (859,043)     (797,738)
    Payment of long-term debt                            (158,459)     (190,297)
    Net decrease in short-term debt                      (500,000)     (100,000)
                                                      -----------   -----------
                                                     
    Net cash used for financing activities             (1,517,502)   (1,088,035)
                                                      -----------   -----------

  Net increase (decrease) in cash                         134,939       (78,180)
                                                     
  Cash, beginning of year                                 147,251       141,026
                                                      -----------   -----------
                                                     
  Cash, end of period                                 $   282,190   $    62,846
                                                      ===========   ===========
 
  Supplemental Cash Flow Information:
  Cash paid during the period for:
    Interest                                          $   161,573   $   215,962
                                                      ===========   ===========
    Income taxes                                      $   519,742   $   281,895
                                                      ===========   ===========
</TABLE> 

    See accompanying notes to consolidated condensed financial statements.

                                     5 of 9
<PAGE>
 
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
- ----------------------------------------------------

1.   In the opinion of management, the accompanying unaudited consolidated
     condensed financial statements contain all adjustments (consisting of only
     normal recurring accruals) necessary to present fairly the financial
     position of the company as of April 1, 1995 and December 31, 1994 and the
     results of its operations for the 13 weeks ended April 1, 1995 and April 2,
     1994 and cash flows for the 13 weeks ended April 1, 1995 and April 2, 1994.
     These unaudited consolidated condensed financial statements should be read
     in conjunction with the consolidated financial statements and footnotes
     thereto in the company's 1994 Annual Report to Shareholders.

2.   The results of operations for the 13 weeks ended April 1, 1995 are not
     necessarily indicative of the results to be expected for the full year.

3.   Advertising expenses and certain other expense items are charged to
     operations in the year incurred.  However, for interim reporting purposes
     the expenses are charged to operations on a pro-rata basis over the
     company's accounting periods.  For the 13 weeks ended April 1, 1995 and
     April 2, 1994, the difference between the actual expenses incurred and the
     expenses charged to operations was not significant.

4.   Per share amounts are based on the weighted average number of common
     shares and equivalent shares outstanding during the quarter.

                                     6 of 9
<PAGE>
 
Item 2.             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                 ---------------------------------------------

Results of Operations
- ---------------------

For the first quarter of 1995, the company realized net income of $1,970,876
versus $1,908,564 for the first quarter of 1994. Net income per share increased
3% to $.32 from $.31 per share for the comparable quarter of 1994.

Net sales for the first quarter of 1995 were $37,064,267 versus $37,068,932 for 
the comparable period in 1994.  Unit sales also remained relatively unchanged as
the company encountered heavy competitive promotional activity and market 
conditions that were less favorable than anticipated.

Cost of sales in the first quarter of 1995 increased by 4.3%  over the first 
quarter of 1994 due to higher ingredient and packaging costs.  In addition, 1995
cost of sales includes approximately $797,000 of shipping case costs.  In 1994, 
shipping case costs of approximately $695,000 are reflected in operating 
expenses.  This change in classification was done as a result of a change in 
operating policy that treats shipping cases as completely disposable items.

Depreciation expense increased in the first quarter of 1995 by 5.3% over the
first quarter of 1994 due to the installation of new electrical transformers
and the completion of a new telephone system in the fourth quarter of 1994.

The decrease in interest expense for the first quarter of 1995 versus the
first quarter of 1994 was the result of lower average borrowing levels.

The effective tax rates on net income for the quarters ended April 1, 1995 and
April 2, 1994 were 42.0% and 40.4%, which compares to a federal statutory rate
of 34.0%.  The principle reason for the difference between the effective rates
and the statutory rate in 1995 and 1994 was the effect of state income taxes.

Financial Condition
- -------------------

The company has consistently demonstrated the ability to generate sufficient
cash for working capital from operations.  Bank borrowings, under various
lines of credit arrangements, are used to supplement cash flow form operations
during periods of cyclical shortages.

For the 13 weeks ended April 1, 1995, net cash from operating activities
increased by $903,790 to $3,067,738 from $2,163,948 for the same period in
1994. Net cash from operating activities for the quarter ended April 1, 1995
was positively impacted by changes in working capital, depreciation and net
income relative to the comparable quarter in 1994.

Net cash used for investing activities increased by $261,204 over the
comparable quarter in 1994 principally from expenditures on property, plant
and equipment. Net cash used for financing activities increased by $429,467
relative to the same period in 1994.  This increase is primarily the result of a
further reduction in short-term debt of $400,000 and an increase in dividend
payments of $61,305 relative to the prior year.

For the remainder of 1995 the company anticipates that cash flow from
operations, along with the continued availability of bank lines of credit,
revolving credit agreements and other long-term financing, will provide
sufficient cash to meet operating and financing requirements.

                                     7 of 9
<PAGE>
 
Item 6.  Exhibits and Reports on Form 8-K.


      (a)  Exhibits:  Exhibit 27 Financial Data Schedule

      (b)  Reports on Form 8-K

           The registrant did not file a report on Form 8-K during the thirteen
           weeks ended April 1, 1995.


                                 Exhibit Index
                                 -------------

                      Exhibit 27 Financial Data Schedule
                      
                                    8 of 9
<PAGE>
 
                                  SIGNATURES
                                  ----------


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                                TASTY BAKING COMPANY
                                    --------------------------------------------
                                                     (Registrant)



  Date:    May 15, 1995
        ------------------          --------------------------------------------
                                                 John M. Pettine
                                                Vice President and
                                              Chief Financial Officer
                                    (Principal Financial and Accounting Officer)

                                     9 of 9

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED
CONDENSED BALANCE SHEETS AT APRIL 1, 1995 AND DECEMBER 31, 1994 AND CONSOLIDATED
CONDENSED STATEMENTS OF OPERATIONS FOR THE 13 WEEKS ENDED APRIL 1, 1995 AND
APRIL 2, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   4-MOS
<FISCAL-YEAR-END>                          DEC-30-1995
<PERIOD-END>                               APR-01-1995
<CASH>                                             282
<SECURITIES>                                         0
<RECEIVABLES>                                   21,089
<ALLOWANCES>                                         0
<INVENTORY>                                      2,770
<CURRENT-ASSETS>                                28,262
<PP&E>                                         123,400
<DEPRECIATION>                                  85,934
<TOTAL-ASSETS>                                  90,339
<CURRENT-LIABILITIES>                           14,195
<BONDS>                                          7,343
<COMMON>                                         3,645
                                0
                                          0
<OTHER-SE>                                      30,450
<TOTAL-LIABILITY-AND-EQUITY>                    90,339
<SALES>                                         37,064
<TOTAL-REVENUES>                                37,064
<CGS>                                           23,153
<TOTAL-COSTS>                                   23,153
<OTHER-EXPENSES>                                 1,884
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 165
<INCOME-PRETAX>                                  3,399
<INCOME-TAX>                                     1,428
<INCOME-CONTINUING>                              1,971
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     1,971
<EPS-PRIMARY>                                      .32
<EPS-DILUTED>                                      .32
        

</TABLE>


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