SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended June 29, 2002 Commission File Number 1 - 1361
TOOTSIE ROLL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
VIRGINIA 22 - 1318955
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
7401 South Cicero Avenue
Chicago, Illinois 60629
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (773) 838 - 3400
No Changes
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 practible date.
Class Outstanding (In Thousands)
Common Stock, $.69 4/9 par value 34,871
Class B Common Stock, $.69 4/9 par value 16,784
TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES
JUNE 29, 2002
I N D E X
Part I - Financial Information
Page No
Financial Statements:
Consolidated Statements of Financial Position 2
Consolidated Statements of Earnings, Comprehensive
Earnings and Retained Earnings 3
Consolidated Statements of Cash Flows 4
Notes to Consolidated Financial Statements 5
Management's Discussion and Analysis of
Financial Condition and Results of Operations 6
Part II - Other Information
Other Information 7
Signatures 7
PART I - FINANCIAL INFORMATION
TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(in thousands of dollars) (UNAUDITED)
ASSETS June 29, June 30, Dec. 31,
CURRENT ASSETS 2002 2001 2001
Cash & Cash Equivalents $ 71,111 $ 68,076 $106,532
Investments 62,682 43,472 68,629
Trade Accounts Receivable,
Less Allowances of
$2,012, $2,146 & $2,037 22,306 22,544 20,403
Other Receivables 3,898 3,314 3,329
Inventories, at Cost
(Last-in,First-out):
Finished Goods & Work in Process 54,835 48,044 24,770
Raw Material & Supplies 21,460 18,997 16,392
Prepaid Expenses 8,061 11,403 4,269
Deferred Income Taxes 1,772 1,351 1,772
Total Current Assets 246,125 217,201 246,096
PROPERTY, PLANT & EQUIPMENT,
(at cost)
Land 8,335 8,359 8,354
Buildings 43,553 37,217 43,613
Machinery & Equipment 192,323 192,408 189,528
244,211 237,984 241,495
Less-Accumulated Depreciation 114,738 104,144 108,920
129,473 133,840 132,575
OTHER ASSETS
Goodwill, Net 38,151 38,888 38,151
Trademarks, Net 79,348 80,501 79,348
Investments 88,588 77,538 71,131
Cash Surrender Value of Life
Insurance and Other Assets 55,028 47,652 51,375
261,115 244,579 240,005
Total Assets $636,713 $595,620 $618,676
(The accompanying notes are an integral part of these statements)
(in thousands except per share data) (UNAUDITED)
LIABILITIES AND SHAREHOLDERS' EQUITY June 29, June 30, Dec. 31,
CURRENT LIABILITIES 2002 2001 2001
Accounts Payable $ 13,228 $ 11,226 $ 9,223
Dividends Payable 3,617 3,536 3,536
Accrued Liabilities 34,014 32,034 34,295
Income Taxes Payable 19,843 23,389 10,792
Total Current Liabilities 70,702 70,185 57,846
NON-CURRENT LIABILITIES
Industrial Development Bonds 7,500 7,500 7,500
Post Retirement Benefits 7,794 7,226 7,450
Deferred Compensation and Other Liabilities 20,612 19,328 20,627
Deferred Income Taxes 16,742 12,434 16,792
Total Non-Current Liabilities 52,648 46,488 52,369
SHAREHOLDERS' EQUITY
Common Stock, $.69-4/9 par value-
120,000 shares authorized
34,871, 34,031 & 34,139 respectively, issued 24,216 23,632 23,708
Class B Common Stock, $.69-4/9 par value-
40,000 shares authorized
16,784, 16,478 & 16,319 respectively, issued 11,655 11,443 11,332
Capital in Excess of Par Value 375,700 325,879 323,981
Retained Earnings 114,588 129,004 161,345
Accumulated Other Comprehensive Earnings (10,804) (9,019) (9,913)
Treasury Stock (at cost)-
53, 53 & 53, shares respectively (1,992) (1,992) (1,992)
Total Shareholders' Equity 513,363 478,947 508,461
Total Liabilities and
Shareholders' Equity $636,713 $595,620 $618,676
TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF
EARNINGS, COMPREHENSIVE EARNINGS AND RETAINED EARNINGS (NOTE 1)
(in thousands except per share amounts) (UNAUDITED)
13 Weeks Ended
June 29, 2002 & June 30, 2001
NET SALES (Notes 2 & 5) $ 77,131 $ 79,988
Cost of Goods Sold 41,376 43,365
Gross Margin 35,755 36,623
Selling, Marketing & Administrative Expense (Note 5) 18,049 17,485
Amortization of Intangible Assets -- 945
Earnings from Operations 17,706 18,193
Other Income, Net 1,098 3,108
Earnings before Income Taxes 18,804 21,301
Provision for Income Taxes 6,488 7,399
Net Earnings 12,316 13,902
Other Comprehensive Income, before tax:
Foreign Currency Translation Adjustments (1,101) 764
Unrealized Gains on Securities:
Unrealized holding gains (losses) arising during period $(255) $ 307
Less: Amounts realized in earnings 1 (254) (5) 302
Unrealized Gains on Derivatives:
Unrealized holding gains (losses) arising during period 606 (139)
Less: Amounts realized in earnings (408) 1,014 (104) (243)
Other comprehensive income (loss), before tax (341) 823
Income tax benefit related to items of other
Comprehensive Income (280) (23)
Other Comprehensive Earnings, Net of Tax (621) 800
Comprehensive Earnings $ 11,695 $ 14,702
Retained Earnings at Beginning of Period $105,885 $118,634
Net Earnings 12,316 13,902
Cash Dividends (3,613) (3,532)
Stock Dividends - 3% -- --
Retained Earnings at End of Period $114,588 $129,004
Net Earnings per Share (Note 3) $ .24 $ .27
Dividends per Share * $ .07 $ .07
Average Number of Shares Outstanding (Notes 3 & 4) 51,612 51,951
*Does not include 3% Stock Dividend to Shareholders of Record on 3/05/02 and 3/06/01
(The accompanying notes are an integral part of the statements)
TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF
EARNINGS, COMPREHENSIVE EARNINGS AND RETAINED EARNINGS (NOTE 1)
(in thousands except per share amounts) (UNAUDITED)
26 Weeks Ended
June 29, 2002 & June 30, 2001
NET SALES (Notes 2 & 5) $156,122 $155,845
Cost of Goods Sold 84,536 83,028
Gross Margin 71,586 72,817
Selling, Marketing & Administrative Expense (Note 5) 35,545 34,924
Amortization of Intangible Assets -- 1,889
Earnings from Operations 36,041 36,004
Other Income, Net 2,261 4,375
Earnings before Income Taxes 38,302 40,379
Provision for Income Taxes 13,214 14,092
Net Earnings 25,088 26,287
Other Comprehensive Income, before tax:
Foreign Currency Translation Adjustments (809) 1,151
Unrealized Gains on Securities:
Unrealized holding gains (losses) arising during period $(388) $(100)
Less: Amounts realized in earnings 50 (338) 12 (88)
Unrealized Gains on Derivatives:
Unrealized holding gains (losses) arising during period (404) (108)
Less: Amounts realized in earnings 613 209 229 121
Other comprehensive income (loss), before tax (938) 1,184
Income tax benefit related to items of other
Comprehensive Income 47 (13)
Other Comprehensive Earnings, Net of Tax (891) 1,171
Comprehensive Earnings $ 24,197 $ 27,458
Retained Earnings at Beginning of Period $161,345 $180,123
Net Earnings 25,088 26,287
Cash Dividends (7,121) (6,962)
Stock Dividends - 3% (64,724) (70,444)
Retained Earnings at End of Period $114,588 $129,004
Net Earnings per Share (Note 3) $ .49 $ .51
Dividends per Share * $ .14 $ .14
Average Number of Shares Outstanding (Notes 3 & 4) 51,695 51,951
*Does not include 3% Stock Dividend to Shareholders of Record on 3/05/02 and 3/06/01
(The accompanying notes are an integral part of the statements)
TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousand dollars) (UNAUDITED)
26 Weeks Ended
June 29, 2002 & June 30, 2001
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $25,088 $26,287
Adjustments to reconcile net earnings to
net cash provided by (used in)
operating activities:
Depreciation and amortization 5,818 8,029
(Increase) decrease in assets:
Accounts receivable (2,008) 1,222
Other receivables (436) (2,008)
Inventories (35,382) (24,866)
Prepaid expenses and other assets (7,657) (12,140)
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities 3,790 (451)
Income taxes payable and deferred 8,952 13,094
Postretirement health care and life
insurance benefits 343 270
Deferred compensation and other liabilities (14) (93)
Other (33) 51
Net cash provided by (used in)
operating activities (1,539) 9,395
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (3,158) (8,237)
Purchase of held to maturity securities (115,213) (65,928)
Maturity of held to maturity securities 105,245 69,119
Purchase of available for sale securities (18,393) (37,840)
Sale and maturity of available for
sale securities 16,851 47,792
Net cash provided by (used in)
investing activities (14,668) 4,906
CASH FLOWS FROM FINANCING ACTIVITIES:
Shares repurchased and retired (11,822) --
Dividends paid in cash (7,392) (7,107)
Net cash used in financing activities (19,214) (7,107)
Increase (decrease) in cash & cash equivalents (35,421) 7,194
Cash and cash equivalents-beginning of year 106,532 60,882
Cash and cash equivalents-end of quarter $71,111 $68,076
Supplemental cash flow information:
Income taxes paid $ 4,164 $ 1,293
Interest paid $ 216 $ 273
(The accompanying notes are an integral part of the statements)
TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 29, 2002
(in thousands except per share amounts) (UNAUDITED)
Note 1 - Foregoing data has been prepared from the unaudited
financial records of the Company and in the opinion of
Management all adjustments necessary for a fair statement
of the results for the interim period have been reflected.
All adjustments were of a normal and recurring nature.
These consolidated financial statements should be read in
conjunction with the consolidated financial statements and
the related notes included in the Company's 2001 Annual
Report on Form 10-K.
Note 2 - The Company's unshipped orders amounted to $47,600 and
$62,560 at June 29, 2002 and June 30, 2001, respectively.
Note 3 - Average shares outstanding for the period ended June 29, 2002
reflects stock repurchases of 300 shares for $11,882 and a 3%
stock dividend distributed on April 17, 2002. Average shares
outstanding for the period ended June 30, 2001 reflects
a 3% stock dividend distributed on April 18, 2001.
Note 4 - Results of operations for the period ended June 29, 2002
are not necessarily indicative of results to be expected
for the year to end December 31, 2002 because of the
seasonal nature of the Company's operations. Historically,
the Third Quarter has been the Company's largest sales
quarter due to Halloween sales.
NOTE 5 - Effective January 1, 2002, the Company adopted EITF 00-14,
"Accounting for Certain Sales Incentives" and EITF 00-25,
"Vendor Income Statement Characterization of Consideration
Paid to a Reseller of the Vendor's Products." These state-
ments required that the Company reclassify its cooperative
advertising and certain sales incentives from selling,
marketing and and administrative expense to a reduction of
net sales. This reclassification has been made for all
periods presented. The effect of these adoptions reduced
both net sales and operating expenses by $7,054 and $6,894
in the Second Quarter of 2002 and 2001, respectively, and
$13,312 and $13,658 in the First Half of 2002 and 2001,
respectively. The adoption of such requirements did not
effect the comparative quarterly earnings.
NOTE 6 - The Company adopted SFAS 142, "Goodwill and Other Intangible
Assets," on January 1, 2002. As a result of its adoption, the
Company has reclassified approximately $79.3 million from
intangible assets to trademarks. The remaining amounts relate
to goodwill. All trademarks have been assessed by management
to have indefinite lives because they are expected to generate
cash flows indefinitely. Thus, the Company has ceased amorti-
zation expense on all trademarks and goodwill as of January 1,
2002, resulting in increased reported net income after tax by
approximately $713 for the quarter and by $1,426 for the six
months ended June 29, 2002, respectively. The amortization
expense and net income (including any tax effects) of the
Company for the 13 weeks and 26 weeks ended June 29, 2002 and
June 30, 2001, respectively, are as follows:
13 Weeks Ended
June 29, 2002 & JUNE 30,2001
Reported net income $12,316 $13,902
Add back: goodwill amortization 0 368
Add back: trademark amortization 0 577
Less: Tax effect 0 232
Adjusted net income $12,316 $14,615
Reported basic earnings per share $ .24 $ .27
Goodwill amortization - .00
Trademark amortization - .01
Adjusted basic earnings per share $ .24 $ .28
26 Weeks Ended
June 29, 2002 & JUNE 30,2001
Reported net income $25,088 $26,287
Add back: goodwill amortization 0 736
Add back: trademark amortization 0 1,153
Less: Tax effect 0 463
Adjusted net income $25,088 $27,713
Reported basic earnings per share $ .49 $ .51
Goodwill amortization - .00
Trademark amortization - .02
Adjusted basic earnings per share $ .49 $ .53
The Company has identified its reporting units related to good-
will and completed step one of the goodwill impairment test
during the first quarter which required that management compare
the fair value of the reporting unit with its carrying value.
The reporting units were not considered to be impaired. The
Company also completed its impairment test of the indefinite
lived trademarks which required management to compare the fair
value of the trademarks to the carrying value. The trademarks
were not considered to be impaired.
The impairment tests performed require that the Company deter-
mine the fair market value of its trademarks and the fair market
value of its reporting units for comparison to the carrying
value of such net assets to assess whether an impairment ex-
ists. The methodologies used to estimate fair market value
involve the use of estimates and assumptions, including pro-
jected revenues, earnings and cash flows.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(in thousands except per share amounts)
The following is Management's discussion of the Company's operating results and
analysis of factors which have affected the accompanying Statement of Earnings.
This discussion, the information contained in the preceding notes to the finan-
cial statements and the information contained in "Quantitative and Qualitative
Disclosures Of Market Risk," contain certain forward-looking statements that
are based largely on the Company's current expectations. Forward-looking
statements are subject to certain risks, trends and uncertainties that could
cause actual results and achievements to differ materially from those expressed
in the forward-looking statements. Such risks, trends and uncertainties, which
in some instances are beyond the Company's control, include changes in demand
and consumer preferences; raw material prices; competition; the effect of
acquisitions on the Company's results of operations and financial condition;
the Company's reliance on third-party vendors for various services; and changes
in the confectionary environment including action taken by major retailers and
customer accounts. The words "believe," "expect," "anticipate," "estimate,"
"intend" and similar expressions generally identify forward-looking statements.
Readers are cautioned not to place undue reliance on such forward-looking state-
ments, which are as of the date of this filing.
NET SALES:
Second Quarter, 2002
Second Quarter vs.
2002 2001 Second Quarter, 2001
$ 77,131 $79,988 -3.6%
First Half, 2002
First Half vs.
2002 2001 First Half, 2001
$156,122 $155,845 + .2%
Second Quarter 2002 net sales of $77,131 were down 3.6% from Second Quarter 2001
net sales of $79,988. First Half 2002 net sales of $156,122 were up .2% from
First Half 2001 net sales of $155,845. Effective January 1, 2002, the Company
adopted the reporting requirements of the Emerging Issues Task Force of the
Financial Accounting Standards Board (FASB) which require that certain consumer
and trade promotion expenses, including off invoice allowances and marketing
performance fund payments, be recorded as a reduction of net sales and not as
a component of selling, marketing and administrative expenses. The effect of
the above was to reduce net sales and operating expenses by $7,054 and $6,894
in the Second Quarter of 2002 and 2001, respectively, and by $13,312 and $13,658
in the First Half of 2002 and 2001, respectively. The adoption of such require-
ments did not effect the Company's comparative quarterly and six months earnings
or financial position. While Second Quarter sales were off slightly from the
prior year quarterly period, First Half 2002 sales were higher than the prior
year's First Half results. Effective marketing programs contributed to the
overall sales increase in the First Half.
Second Quarter 2002 net sales of $77,131 were 2.4% lower than First Quarter 2002
net sales of $78,991.
COST OF SALES:
Cost of Sales as a
Second Quarter Percentage of Net Sales
2002 2001 2nd Qtr. 2002 2nd Qtr. 2001
$41,376 $43,365 53.6% 54.2%
Cost of Sales as a
First Half Percentage of Net Sales
2002 2001 1st Half 2002 1st Half 2001
$84,536 $83,028 54.2% 53.3%
Cost of sales as a percentage of net sales decreased from 54.2% in the Second
Quarter 2001 to 53.6% in the Second Quarter 2002. First Half cost of sales
increased from 53.3% to 54.2% in 2002. These fluctuations are the result of
higher ingredient costs and the effects of changes in the product mix and
related cost of goods sold of such products. The closing a small manufacturing
plant at the end of 2001 contributed to the improvement in gross profit margins
in the Second Quarter 2002.
NET EARNINGS:
Second Quarter, 2002
Second Quarter vs.
2002 2001 Second Quarter, 2001
$12,316 $13,902 -11.4%
First Half, 2002
First Half vs
2002 2001 First Half, 2001
$25,088 $26,287 -4.6%
Effective January 1, 2002, the Company adopted SFAS No. 142, "Goodwill and Other
Intangibles," which changed the financial accounting and reporting for acquired
goodwill and intangibles. SFAS 142 specifies that goodwill and indefinite-lived
intangibles will not be amortized but rather will be tested for impairment. The
Company has completed its impairment tests under the provisions of SFAS No. 142
for its indefinite-lived trademarks and goodwill and has concluded that neither
is impaired. The adoption of SFAS No. 142 had the effect of eliminating
amortization expense of $945 and $1,889 relating to the Company's acquired good-
will and indefinite-lived trademarks during the Second Quarter of 2002 and First
Half of 2002, respectively.
Second Quarter earnings from operations were $17,706 and $18,193 in 2002 and
2001, respectively; and First Half earnings from operations were $36,041 and
$36,004 in 2002 and 2001, respectively. However, after adjusting the prior
year's operating earnings for the effects of SFAS 142, Second Quarter 2002 and
2001 operating earnings were $17,706 and $19,138, respectively, a decrease of
7.5%; and First Half operating earnings were $36,041 and $37,893 in 2002 and
2001, respectively, a decrease of 4.9%. The decrease in adjusted operating
earnings for the quarter and first half pricipally results from higher ingred-
ient costs, lower earnings from export and international operations, and the
effects of sales volumes and product mix as discussed above.
The consolidated effective income tax rate favorably decreased from 34.9% in
the First Half of 2001 to 34.5% in the First Half of 2002. This improvement
generally reflects a reduction in state income taxes.
Second quarter net earnings were $12,316, compared to $13,902 in the Second
Quarter 2001. Second Quarter 2002 earnings per share were $.24, a decrease of
$.03 or 11.1% from Second Quarter 2001 earnings per share of $.27. First Half
2002 net earnings were $25,088 compared to the prior year's First Half 2001 net
earnings of $26,287. First Half 2002 earnings per share of $.49 decreased $.02
or 3.9% from First Half 2001 earnings per share of $.51.
As discussed above, the adoption of SFAS 142 had the effect of increasing
reported earnings by approximately $713 or $.01 per share in the Second Quarter
and $1,426 or $.02 per share in the First Half of 2002. Second Quarter and
First Half 2002 comparative earnings were adversely affected by a $962 capital
gain, net of tax, in the Second Quarter of 2001 which added approximately $.02
per share to the prior year Second Quarter and First Half reported earnings per
share. Excluding the effects of this investment gain and adjusting for the
effects of SFAS No. 142 in 2001, net earnings per share in the Second Quarter
of 2002 and 2001 were $.24 and $.26, respectively, a decrease of 7.7%; and net
earnings per share in the First Half 2002 and 2001 were $.49 and $.51, respec-
tively, a decrease of 3.9%.
LIQUIDITY AND CAPITAL RESOURCES:
The Company's current ratio (current assets divided by current liabilities)
is 3.5 to 1 as of the end of the Second Quarter 2002 as compared to 3.1 to 1
as of the Second Quarter 2001 and 4.3 to 1 as of the Fourth Quarter 2001.
Net Working Capital was $175,423 as of the end of the Second Quarter 2002 as
compared to $147,016 as of the Second Quarter 2001 and $188,250 at the end of
the Fourth Quarter 2001. Net cash used by operating activities was $1,539 for
the Quarter ended June 29, 2002 compared to $9,395 of cash provided by operating
activities for the Quarter ended June 30, 2001. The change primarily reflects
higher inventory and accounts receivable levels and a change in the timing of
the funding of certain medical benefit costs. Capital expenditures for 2002
are anticipated to be generally in line with historical spending and are to be
funded from the Company's cash flow from operations and internal sources.
Debt securities that matured during the quarters ended June 29, 2002 and June
30, 2001 were replaced with debt securities of similar maturities.
QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK:
The Company is exposed to various market risks, including fluctuations in sugar,
corn, edible oils, cocoa and packaging costs. The Company also invests in
securities with maturities of up to three years, the majority of which are held
to maturity, which limits the Company's exposure to interest rate fluctuations.
There has been no material change in the Company's market risks that would
significantly affect the disclosures made in the Form 10-K for the year ended
December 31, 2001.
PART II - OTHER INFORMATION
TOOTSIE ROLL INDUSTRIES, INC
AND SUBSIDIARIES
Item 2. Changes in Securities and Use of Proceeds
Sales of unregistered Securities - None.
Item 4. Submission of Matters to a Vote of Security-Holders
At the Annual Meeting of Shareholders of the Company, held on May 6, 2002, the
following number of votes were cast for the matters indicated:
1. For the election of five Directors of the Company by the holders of Common
Shares and Class B Common Shares voting together:
Broker
Nominee For Withheld Abstain Non-vote
Melvin J. Gordon 188,116,116 2,790,671 -0- -0-
Ellen R. Gordon 188,161,342 2,745,445 -0- -0-
Lana Jane Lewis-Brent 190,450,799 455,988 -0- -0-
Charles W. Siebert 190,393,590 513,197 -0- -0-
Richard P. Bergeman 190,449,129 457,658 -0- -0-
2. Proposal to ratify the appointment of PricewaterhouseCoopers LLP as auditors
for the fiscal year 2002:
Broker
For Withheld Abstain Non-vote
Common Shares Class B
Common Shares voting together 187,792,267 2,807,837 306,683 -0-
No other matters were submitted to a vote by ballot at the 2002 Annual Meeting.
Item 6. (a) Exhibit 99, Certificate Pursuant to section 1350 of Chapter 63
of Title 18 of the United States Code
(b) Form 8-k was not required to be filed during the Second Quarter
of 2002.
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.
TOOTSIE ROLL INDUSTRIES, INC.
Date: August 6, 2002 BY: /S/ Melvin J. Gordon
Melvin J. Gordon
Chairman of the Board
BY: /S/ G. Howard Ember
G. Howard Ember
Vice President - Finance
Exhibit 99
Certificate Pursuant to Section 1350 of Chapter 63
of Title 18 of the United States Code
Each of the undersigned officers of Tootsie Roll Industries, Inc. certifies
that (i) the Quarterly Report on Form 10-Q of Tootsie Roll Industries, Inc. for
the quarterly period ended June 29, 2002 (the "Form 10-Q") fully complies with
the requirements of section 13(a) or 15(d) of the Securities Exchange Act of
1934 and (ii) the information contained in the Form 10-Q fairly presents, in
all material respects, the financial condition and results of operations of
Tootsie Roll Industries, Inc. and its subsidiaries.
Dated: August 6, 2002 _/S/ Melvin J. Gordon ________
Melvin J. Gordon
Chairman and Chief Executive Officer
Dated: August_6, 2002 _/S/ G. Howard Ember Jr._______
G. Howard Ember, Jr.
Vice President/Finance and
Chief Financial Officer