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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 29, 2003
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 1-1361
Tootsie Roll Industries, Inc.
(Exact Name of Registrant as Specified in its Charter)
VIRGINIA 22-1318955
(State of Incorporation) (I.R.S. Employer Identification No.)
7401 South Cicero Avenue, Chicago, Illinois 60629
(Address of Principal Executive Offices) (Zip Code)
773-838-3400
(Registrant's Telephone Number, Including Area Code)
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 by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act)
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 (March
29, 2003)
Class Outstanding (In Thousands)
Common Stock, $.69 4/9 par value 34,794
Class B Common Stock, $.69 4/9 par value 17,259
TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES
MARCH 29, 2003
INDEX
Page No.
Part I - Financial Information
Item 1. 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
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 6B
Item 4. Controls and Procedures 6C
Part II - Other Information
Item 5. Other Information 7
Item 6. Exhibits and reports on Form 8-K
Signatures 7
Certifications 7A-B
ITEM 1. FINANCIAL INFORMATION
TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(in thousands of dollars) (UNAUDITED)
ASSETS March 29, March 30, Dec. 31,
CURRENT ASSETS 2003 2002 2002____
Cash & Cash Equivalents $ 59,895 $ 75,319 $105,507
Investments 47,888 65,418 40,737
Trade Accounts Receivable,
Less Allowances of
$2,745, $1,981 & $2,005 28,587 24,814 22,686
Other Receivables 3,825 2,907 4,073
Inventories, at Cost
Finished Goods & Work in Process 32,919 32,164 26,591
Raw Material & Supplies 20,896 20,530 17,054
Prepaid Expenses 12,570 12,041 3,819
Deferred Income Taxes 4,481 1,772 4,481
Total Current Assets 211,061 234,965 224,948
PROPERTY, PLANT & EQUIPMENT,
(at cost)
Land 8,284 8,354 8,297
Buildings 43,909 43,606 43,948
Machinery & Equipment 198,899 191,393 196,706
251,092 243,353 248,951
Less-Accumulated Depreciation 122,676 111,967 120,082
128,416 131,386 128,869
OTHER ASSETS
Goodwill 38,151 38,151 38,151
Trademarks 79,348 79,348 79,348
Investments 131,916 85,977 116,501
Split dollar officer life Insurance and
Other Assets 58,262 53,066 58,263
307,677 256,542 292,263
Total Assets $647,154 $622,893 $646,080
-2-
(The accompanying notes are an integral part of these statements)
(in thousands except per share data) (UNAUDITED)
LIABILITY AND SHAREHOLDERS' EQUITY March 29, March 30, Dec. 31,
CURRENT LIABILITIES 2003 2002 2002____
Accounts Payable $ 13,764 $ 12,227 $ 12,505
Dividends Payable 3,607 3,866 3,579
Accrued Liabilities 36,187 31,743 35,825
Income Taxes Payable 16,671 16,501 11,187
Total Current Liabilities 70,229 64,337 63,096
NON-CURRENT LIABILITIES
Industrial Development Bonds 7,500 7,500 7,500
Postretirement health care and Life
insurance benefits 8,317 7,617 8,151
Deferred Compensation and Other Liabilities 21,112 21,100 20,939
Deferred Income Taxes 19,833 16,463 19,654
Total Non-Current Liabilites 56,762 52,680 56,244
SHAREHOLDERS' EQUITY
Common Stock, $.69-4/9 par value-
120,000, shares authorized 34,794, 34,878 & 34,248
respectively, issued 24,162 24,220 23,783
Class B Common Stock, $.69-4/9 par value-
40,000, shares authorized 17,259, 16,793 & 16,759,
respectively, issued 11,985 11,662 11,638
Capital in Excess of Par Value 383,580 376,283 355,658
Retained Earnings 113,498 105,885 148,705
Accumulated Other Comprehensive Earnings (loss) (11,070) (10,182) (11,052)
Treasury Stock (at cost)-
56, 56 & 56, shares respectively (1,992) (1,992) (1,992)
Total Shareholders' Equity 520,163 505,876 526,740
Total Liabilities and
Shareholders' Equity $647,154 $622,893 $646,080
-2A-
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
March 29, 2003 & March 30,2002
Net Sales (Note 2) $ 75,570 $ 78,991
Cost of Goods Sold 42,627 43,160
Gross Margin 32,943 35,831
Selling, Marketing and Administrative Expense 17,528 17,496
Earnings from Operations 15,415 18,335
Other Income, Net 1,065 1,163
Earnings before Income Taxes 16,480 19,498
Provision for Income Taxes 5,571 6,726
Net Earnings 10,909 12,772
Other Comprehensive Income, before Tax:
Foreign Currency Translation Adjustments (322) 291
Unrealized Gains on Securities:
Unrealized holding gains (losses) arising during period $ (67) $(133)
Less: Amounts realized in earnings 12 (55) 49 (84)
Unrealized Gains on Derivatives:
Unrealized holding gains (losses) arising during period 448 (1,010)
Less: Amounts realized in earnings 90 538 205 (805)
Other comprehensive income (loss), before tax 161 (598)
Income tax benefit (expense) related to items of other
comprehensive income (179) 329
Other comprehensive income (loss), net of tax (18) (269)
Comprehensive Earnings $ 10,891 $ 12,503
Retained Earnings at Beginning of Period $148,705 $161,345
Net Earnings 10,909 12,772
Cash Dividends (3,545) (3,508)
Stock Dividends - 3% (42,571) (64,724)
Retained Earnings at End of Period $113,498 $105,885
Net Earnings Per Share (Note 3) $.21 $.24
Dividends Per Share * $.07 $.07
Average Number of Shares Outstanding 52,230 53,275
*Does not include 3% Stock Dividend to Shareholders of Record on 3/04/03 and 3/05/02.
-3-
(The accompanying notes are an integral part of the statements)
TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
13 WEEKS ENDED
March 29, 2003 & March 30, 2002
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Earnings $ 10,909 $ 12,772
Adjustments to reconcile net earnings to
Net cash provided by operating
activities:
Depreciation and amortization 2,652 3,047
Purchase of trading securities (1,391) (1,303)
(Increase) decrease in assets:
Accounts receivable (5,964) (4,357)
Other receivables 586 (84)
Inventories (10,232) (11,450)
Prepaid expenses and other assets (8,784) (9,516)
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities 1,660 424
Income taxes payable and deferred 5,650 5,398
Postretirement health care and life
insurance benefits 166 166
Deferred compensation and other liabilities 173 473
Other (37) 15
Net cash used in operating activities (4,612) (4,415)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (2,385) (1,708)
Purchase of held to maturity securities (82,684) (79,539)
Maturity of held to maturity securities 61,791 69,840
Purchase of available for sale securities (6,612) (9,776)
Sale and maturity of available for
sales securities 6,330 9,144
Net cash used in investing activities (23,560) (12,039)
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid in cash (3,575) (3,531)
Shares repurchased and retired (13,865) (11,228)
Net cash used in financing activities (17,440) (14,759)
Decrease in cash and cash equivalents (45,612) (31,213)
Cash and cash equivalents-beginning of year 105,507 106,532
Cash and cash equivalents end of quarter $ 59,895 $ 75,319
Supplemental cash flow information:
Income taxes paid $ 1,885 $ 1,354
Interest paid $ 87 $ 135
(The accompanying notes are an integral part of the statements)
-4-
TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 29, 2003
(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. Certain reclassifications have
been made to the prior year financial statements to
conform to the current year presentation. These
consolidated financial statements should be read in
conjunction with the consolidated financial statements
and the related notes included in the Company's 2002
Annual Report on Form 10-K.
Note 2 - The Company's unshipped orders amounted to $16,600
and $14,300, at March 29, 2003 and March 30, 2002,
respectively.
Note 3 - Average shares outstanding for the period ended March
29, 2003 reflects stock repurchases of 473 shares for
$13,865 and a 3% stock dividend distributed on April
16, 2003. Average shares outstanding for the period
ended March 30, 2002 reflects stock repurchases of 285
for $11,228 and a 3% stock dividend distributed on
April 17, 2002.
Note 4 - Results of operations for the period ended March 29,
2003 are not necessarily indicative of results to be
expected for the year to end December 31, 2003 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 - In June 2002, the FASB issued Statement of Financial
Accounting Standards No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities" (SFAS No.
146). The provisions of SFAS No. 146 are effective for
exit or disposal activities that are initiated after
December 31, 2002. The adoption of this statement did
not have a significant impact on the Company's
financial statements.
-5-
Note 6 - In November 2002, the FASB issued Interpretation No.
45, "Guarantor's Accounting and Disclosure Requirements
for Guarantees, Including Indirect Guarantees of
Indebtedness of Others." This Interpretation
elaborates on the disclosures to be made by a guarantor
in its interim and annual financial statements about
its obligations under certain guarantees that it has
issued. It also clarities that a guarantor is required
to recognize, at the inception of a guarantee, a
liability for the fair value of the obligation
undertaken in issuing the guarantee. The Company has
no significant guarantees which would need to be
recognized and measured under the Interpretation and no
significant guarantees which meet the disclosure
requirements as of March 29, 2003.
-5A-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is Management's discussion of the company's operating results
and analysis of factors which have affected the accompanying Statement of
Earnings.
NET SALES:
First Quarter, 2003
First Quarter vs.
2003 2002 First Quarter, 2002
$75,570 $78,991 -4.3%
First Quarter 2003 net sales of $75,570, were down 4.3% from First Quarter
2002 net sales of $78,991. The decline in net sales is due to the timing of
the Easter seasonal product shipments, reduced shipping days in the quarter,
and higher sales in the fourth quarter of 2002 resulting from some advance
buy-in in December 2002 in anticipation of January 2003 price increases.
The increase in April 2003 sales exceeded the sales shortfall in First
Quarter 2003 which reflects the timing of shipments as discussed above.
Lower Mexican sales also contributed to the sales decline in First Quarter
2003.
First Quarter 2003 net sales of $75,570 were down from Fourth Quarter 2002
net sales of $90,766. This is not considered unusual as the First Quarter
of the year is historically the Company's lowest sales quarter.
COST OF SALES:
Cost of Sales as a
First Quarter Percentage of Net Sales
2003 2002 1st Qtr. 2003 1st Qtr. 2002
$42,627 $43,160 56.4% 54.6%
Cost of sales as a percentage of net sales increased from from 54.6% for
First Quarter 2002 to 56.4% for First Quarter 2003. This adverse increase
reflects higher ingredient costs and lower sales volume as discussed above.
The Company has experienced higher ingredient costs for almost all of its
principal ingredients, including sugar, corn syrup, vegetable oil, cocoa and
chocolate. Although price increases were initiated for many of the
Company's products in January 2003, additional price increases and bag
weight declines (indirect selling price increases) on certain items are
being further phased-in throughout the balance of 2003 to mitigate some of
these higher costs.
-6-
NET EARNINGS:
First Quarter, 2003
First Quarter vs.
2003 2002 First Quarter, 2002
$10,909 $12,772 -14.6%
First Quarter earnings from operations were $15,415 and $18,335 in 2003 and
2002, respectively. The decrease in operating earnings principally results
from higher ingredient costs and the effects of lower sales volume, as
discussed above, as well as an additional $0.5 million pre-tax provision for
a customer bankruptcy.
First Quarter 2003 net earnings were $10,909 compared to First Quarter 2002
net earnings of $12,772. First Quarter 2003 earnings per share were $0.21,
compared to $.24 per share in the prior year comparative period, a decrease
of $.03 or 12.5%. In addition to the factors discussed above that affected
operating earnings, lower investment income also contributed to lower First
Quarter 2003 net earnings as compared to First Quarter 2002.
The consolidated effective income tax rate favorably decreased from 34.5% in
the First Quarter of 2002 to 33.8% in the First Quarter of 2003. This
improvement generally reflects a reduction in state income taxes.
LIQUIDITY AND CAPITAL RESOURCES:
The Company's current ratio (current assets divided by current liabilities)
is 3.0 to 1 as of the end of the First Quarter 2003 as compared to 3.7 to 1
as of the First Quarter 2002 and 3.6 to 1 as of the Fourth Quarter 2002.
Net working capital was $140,832 as of the end of the First Quarter 2003 as
compared to $161,852 and $170,628 as of the end of the Fourth Quarter 2002
and First Quarter 2002, respectively. These decreases in working capital
are principally reflected in long-term investments which were $131,916 as of
the First Quareter 2003 compared to $116,501 and $85,977, as of the end of
the Fourth Quarter 2002 and First Quarter 2002, respectively. Net cash used
in operating activities was $4,612 for the quarter ended March 29, 2003 and
$4,415 for the quarter ended March 30, 2002. The change primarily reflects
increased accounts receivable levels at March 29, 2003, partially offset by
changes in other receivables, inventories, accounts payable and accrued
liabilities. Capital expenditures for 2003 are anticipated to be generally
in line with historical annualized spending and are to be funded from the
Company's cash flow from operations and internal sources.
Investments in debt securities that matured during the quarters ended March
29, 2003 and March 30, 2002 were generally replaced with debt securities of
similar maturities.
-6A-
The Company repurchased and retired $13,865 and $11,228 of its shares
outstanding during the First Quarter 2003 and 2002, respectively.
This discussion and certain other sections of this Form 10-Q contain
forward-looking statements that are based largely on the Company's current
expectations and are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. 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, including seasonal
events such as Halloween; the effect of ingredient costs; the effect of
acquisitions on the Company's results of operations and financial condition;
the Company's reliance on third-party vendors for various goods and
services; changes in the confectionary market place including action taken
by major retailers and customer accounts; customer and consumer response to
marketing programs and price adjustments; changes in governmental laws and
regulations including taxes; and the overall competitive environment. 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 statements,
which are as of the date of this filing.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK:
The Company is exposed to various market risks, including fluctuations in
sugar, corn syrup, 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, 2002.
-6B-
Item 4. CONTROLS AND PROCEDURES
Under the supervision and with the participation of management, the chief
executive officer and chief financial officer of the Company have evaluated
the effectiveness of the design and operation of the Company's disclosure
controls and procedures within 90 days of the filing date of this quarterly
report and, based on their evaluation, the chief executive officer and chief
financial officer have concluded that these controls and procedures are
effective. There were no significant changes in internal controls or in
other factors that could significantly affect these controls subsequent to
the date of their evaluation. Disclosure controls and procedures are
designed to ensure that information required to be disclosed by the Company
in the reports that it files or submits under the Securities Exchange Act of
1934 is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange Commission's rules and
forms. Disclosure controls and procedures are also designed to ensure that
information is accumulated and communicated to management, including the
chief executive officer and chief financial officer, as appropriate to allow
timely decisions regarding required disclosure.
-6C-
PART II - OTHER INFORMATION
TOOTSIE ROLL INDUSTRIES, INC.
AND SUBSIDIARIES______
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 99 - Certification Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes
-Oxley Act of 2002.
(b) Form 8-K was filed on April 16, 2003 containing a Press
Release announcing first quarter 2003 earnings.
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: May 08, 2003 BY:____________________________
Melvin J. Gordon
Chairman of the Board
BY:____________________________
G. Howard Ember, Jr.
Vice President - Finance
-7-
Section 302 Certification
1. I, Melvin J. Gordon, Chairman and Chief Executive Officer of Tootsie
Roll Industries, Inc., certify that I have reviewed this Form 10-Q of
Tootsie Roll Industries, Inc.
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in
this quarterly report whether there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Dated: May 08, 2003 ______________________
Melvin J. Gordon
Chairman and Chief
Executive officer
-7A-
Section 302 Certification
1. I, G Howard Ember, Vice President/Finance and Chief Financial
Officer of Tootsie Roll Industries, Inc., certify that I have reviewed
this Form 10-Q of Tootsie Roll Industries, Inc.
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in
this quarterly report whether there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Dated: May 08, 2003 __________________________
G. Howard Ember, Jr.
Vice President/Finance and
Chief Financial Officer
-7B-
Exhibit 99
Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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 March 29, 2003 (the
Form 10-Q) fully complies with the requirements of secton 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.
Dated: May 08, 2003 _______________________
MELVIN J GORDON
Chairman and Chief and
Executive Officer
Dated: May 08, 2003 _______________________
G. Howard Ember, Jr.
V.P./Finance and
Chief Financial Officer
-7C-