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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 APRIL 3, 2004
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 (April
3, 2004)
Class Outstanding
Common Stock, $.69 4/9 par value 34,933,435
Class B Common Stock, $.69 4/9 par value 17,645,364
TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES
APRIL 3, 2004
INDEX
Page No.
Part I - Financial Information
Item 1. Financial Statements:
Condensed Consolidated Statements of
Financial Position 2
Condensed Consolidated Statements of Earnings,
Comprehensive Earnings and Retained Earnings 3
Condensed 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 2. Changes in Securities, Use of Proceeds and Issuer
Purchases of Equity Securities. 7
Item 6. Exhibits and reports on Form 8-K 7
Signatures 7
Certifications 7A-B
ITEM 1. FINANCIAL INFORMATION
TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(in thousands of dollars) (UNAUDITED)
ASSETS April 03, March 29, Dec. 31,
CURRENT ASSETS 2004 2003 2003____
Cash & cash equivalents $ 52,942 $ 59,895 $ 84,084
Investments 89,348 47,888 86,961
Trade accounts receivable,
Less allowances of
$2,009, $2,745 & $1,970 20,837 28,587 18,131
Other receivables 4,223 3,825 3,076
Inventories, at cost
Finished goods & work in process 37,669 32,919 28,969
Raw material & supplies 19,138 20,896 17,117
Prepaid expenses 15,707 12,570 4,416
Deferred income taxes 951 4,481 951
Total current assets 240,815 211,061 243,705
PROPERTY, PLANT & EQUIPMENT,
(at cost)
Land 8,268 8,284 8,265
Buildings 44,968 43,909 44,960
Machinery & equipment 209,929 198,899 206,697
263,165 251,092 259,922
Less-accumulated depreciation 133,532 122,676 130,759
Net property, plant and equipment 129,633 128,416 129,163
OTHER ASSETS
Goodwill 38,151 38,151 38,151
Trademarks 79,348 79,348 79,348
Investments 120,705 131,916 112,431
Split dollar officer life insurance 62,861 58,262 62,499
301,065 307,677 292,429
Total assets $671,513 $647,154 $665,297
-2-
(The accompanying notes are an integral part of these statements.)
(in thousands except per share data) (UNAUDITED)
LIABILITY AND SHAREHOLDERS' EQUITY April 03, March 29, Dec. 31,
CURRENT LIABILITIES 2004 2003 2003____
Accounts payable $ 14,614 $ 13,764 $ 11,947
Dividends payable 400 3,607 3,589
Accrued liabilities 37,562 36,187 38,834
Income taxes payable 13,714 16,671 8,517
Total current liabilities 66,290 70,229 62,887
NON-CURRENT LIABILITIES
Industrial development bonds 7,500 7,500 7,500
Postretirement health care and life
Insurance benefits 9,510 8,317 9,302
Deferred compensation and other liabilities 27,446 21,112 26,396
Deferred income taxes 22,680 19,833 22,631
Total non-current liabilites 67,136 56,762 65,829
Total liabilities 133,426 126,991 128,716
SHAREHOLDERS' EQUITY
Common Stock, $.69-4/9 par value-
120,000, shares authorized 34,933, 34,794 & 34,082
respectively, issued 24,259 24,162 23,668
Class B common stock, $.69-4/9 par value-
40,000, shares authorized 17,645, 17,259 & 17,145,
respectively, issued 12,254 11,985 11,906
Capital in excess of par value 407,759 383,580 357,922
Retained earnings 107,345 113,498 156,786
Accumulated other comprehensive earnings (loss) (11,538) (11,070) (11,709)
Treasury stock (at cost)-
58, 58 & 58, shares respectively (1,992) (1,992) (1,992)
Total shareholders' equity 538,087 520,163 536,581
Total liabilities and
Shareholders' equity $671,513 $647,154 $665,297
-2A-
(The accompanying notes are an integral part of these statements.)
TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF
EARNINGS, COMPREHENSIVE EARNINGS AND RETAINED EARNINGS (NOTE 1)
(in thousands except per share amounts) (UNAUDITED)
FIRST QUARTER ENDED
April 03, 2004 & March 2003
Net sales $ 80,046 $ 75,570
Cost of goods sold 45,316 42,969
Gross margin 34,730 32,601
Selling, marketing and administrative expense 18,670 17,528
Earnings from operations 16,060 15,073
Other income, net 1,275 1,407
Earnings before income taxes 17,335 16,480
Provision for income taxes 5,842 5,571
Net earnings 11,493 10,909
Other comprehensive income, before tax:
Foreign currency translation adjustments 79 (322)
Unrealized losses on securities: (60) (55)
Unrealized gains on derivatives: 203 538
Other comprehensive income, before tax 222 161
Income tax (expense) related to items of other
comprehensive income (51) (179)
Other comprehensive income (loss), net of tax 171 (18)
Comprehensive earnings $ 11,664 $ 10,891
Retained earnings at beginning of period $156,786 $148,705
Net earnings 11,493 10,909
Cash dividends (3,575) (3,545)
Stock dividends - 3% (57,359) (42,571)
Retained earnings at end of period $107,345 $113,498
Net earnings per share (note 2) $.22 $.20
Dividends per share * $.07 $.07
Average number of shares outstanding 52,596 53,751
*Does not include 3% stock dividend to shareholders of record on 3/02/04 and 3/04/03.
-3-
(The accompanying notes are an integral part of the statements.)
TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of dollars) (UNAUDITED)
FIRST QUARTER ENDED
April 3, 2004 & March 29, 2003
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 11,493 $ 10,909
Adjustments to reconcile net earnings to
Net cash provided by operating
activities:
Depreciation and amortization 2,754 2,663
Amortization/accretion of marketable securities 662 583
Purchase of trading securities (1,521) (1,714)
(Increase) decrease in assets:
Accounts receivable (2,686) (5,977)
Other receivables (1,019) 585
Inventories (10,704) (10,245)
Prepaid expenses and other assets (11,649) (8,768)
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities 1,383 1,668
Income taxes payable and deferred 5,247 5,663
Postretirement health care and life
insurance benefits 208 166
Deferred compensation and other liabilities 347 497
Other (64) (45)
Net cash used in operating activities (5,549) (4,015)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (3,191) (2,364)
Purchase of held to maturity securities (8,155) (25,034)
Maturity of held to maturity securities 8,250 3,523
Purchase of available for sale securities (33,079) (6,612)
Sale and maturity of available for
sales securities 23,928 6,330
Net cash used in investing activities (12,247) (24,157)
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid in cash (7,164) (3,575)
Shares repurchased and retired (6,182) (13,865)
Net cash used in financing activities (13,346) (17,440)
Decrease in cash and cash equivalents (31,142) (45,612)
Cash and cash equivalents-beginning of year 84,084 105,507
Cash and cash equivalents end of quarter $ 52,942 $ 59,895
Supplemental cash flow information:
Income taxes paid $ 639 $ 1,885
Interest paid $ 81 $ 87
Stock dividend issued $ 56,959 $ 42,513
(The accompanying notes are an integral part of the statements)
-4-
TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
APRIL 3, 2004
(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 2003
Annual Report on Form 10-K.
Note 2 - Average shares outstanding for the period ended April
3, 2004 reflects stock repurchases of 170 shares for
$6,182 and a 3% stock dividend distributed on April
14, 2004. 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.
Note 3 - Results of operations for the period ended April 3,
2004 are not necessarily indicative of results to be
expected for the year to end December 31, 2004 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 4 - The Company's quarterly financial reporting is based on 13
week periods ending on the last Saturday of each period while
its annual reporting is based on the twelve months ending
December 31st of the calendar year. This quarterly reporting
requires that the Company periodically reset its quarter-end
dates to maintain 13-week quarterly reporting periods during
its calendar year. As a result, the first quarter 2004 and
2003 periods ended on April 3, 2004 and March 29, 2003,
respectively. If first quarter 2004 had ended on March
29, 2004 instead of April 3, 2004, the Company estimates that
first quarter 2004 net sales would have been approximately
$2,900 less than the reported 2004 sales amount.
-5-
Note 5 - In January 2004, the FASB issued Staff Position No. 106-1,
"Accounting and Disclosure Requirements Related to the
Medicare Prescription Drug, Improvement and Modernization
Act of 2003" (FSP 106-1). The company has elected to defer
Accounting for the effects of the Act, as permitted by FSP
106-1. Accordingly, the company's accumulated postretirement
benefit obligation and net postretirement health care costs
included in the consolidated financial statements and
accompanying notes do not reflect the effects of the Act.
Specific authoritative guidance on the accounting for the
federal subsidy is pending and that guidance, when issued,
could require the company to change previously reported
information.
The Company is not aware of any other new accounting and
reporting pronouncements issued by the FASB or other
regulatory bodies that are expected to have a significant
impact on the Company's consolidated financial statements.
-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 that have affected the accompanying Condensed
Statement of Earnings.
NET SALES:
First Quarter, 2004
First Quarter vs.
2004 2003 First Quarter, 2003
$80,046 $75,570 +5.9%
First quarter 2004 net sales were $80,046 compared to $75,570 in first
quarter 2003, an increase of $4,476 or 6%. The Company's quarterly financial
reporting is based on 13 week periods ending on the last Saturday of each
period while its annual reporting is based on the twelve months ending
December 31st of the calendar year. This quarterly reporting requires that
the Company periodically reset its quarter-end dates to maintain 13-week
quarterly reporting periods during its calendar year. As a result, the first
quarter 2004 and 2003 periods ended on April 3, 2004 and March 29, 2003,
respectively. If first quarter 2004 had ended on March 29, 2004 instead of
April 3,2004, the Company estimates that first quarter 2004 net sales would
have been approximately $2,900 less than the above reported 2004 sales
amount. Effective marketing programs as well as the timing of the quarter
end reporting period as discussed above contributed to the overall sales
increase in first quarter 2004. With the exception of increased trade
promotions and discounts, which are accounted for as a reduction of sales,
the increase in sales is attributable to increased sales volume.
First quarter 2004 net sales of $80,046 were down from fourth quarter 2003
net sales of $92,160. 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
2004 2003 1st Qtr. 2004 1st Qtr. 2003
$45,316 $42,969 56.6% 56.9%
Cost of sales as a percentage of net sales favorably decreased from 56.9% in
first quarter 2003 to 56.6% in first quarter 2004. This gross profit
improvement principally reflects lower ingredient costs.
-6-
NET EARNINGS:
First Quarter, 2004
First Quarter vs.
2004 2003 First Quarter, 2003
$11,493 $10,909 +5.4%
First Quarter earnings from operations were $16,060 and $15,073 in 2004 and
2003, respectively, an increase of $987 or 6.5%. The increase in operating
earnings principally results from lower ingredient costs and higher sales as
discussed above, however, higher trade promotion and discounts mitigated the
benefits of lower ingredient costs. Selling, marketing and administrative
expenses increased from $17,528 in first quarter 2003 to $18,670 in first
quarter 2004, an increase of $1,142 or 6.5%. However, the aforementioned
expenses as a percentage of net sales were 23.3% and 23.2% in first quarter
2004 and 2003, respectively.
First Quarter 2004 net earnings were $11,493 compared to First Quarter 2003
net earnings of $10,909. First Quarter 2004 earnings per share were $0.22,
compared to $.20 per share in the prior year comparative period, an increase
of $.02 or 10.0%. In addition to the factors discussed above earnings per
share benefited from fewer shares outstanding as a result of the Company's
share repurchases.
The consolidated effective income tax rate favorably decreased from 33.8% in
first quarter 2003 to 33.7% in first quarter 2004. This improvement
generally reflects a reduction in state and foreign income taxes.
LIQUIDITY AND CAPITAL RESOURCES:
The Company's current ratio (current assets divided by current liabilities)
is 3.6 to 1 as of the end of first quarter 2004 as compared to 3.0 to 1 as
of the end of first quarter 2003 and 3.9 to 1 as of the end of fourth
quarter 2003. Net working capital was $174,525 as of the end of first
quarter 2004 as compared to $180,818 and $140,832 as of the end of fourth
quarter 2003 and first quarter 2003, respectively. The aforementioned net
working capital amounts are principally reflected in aggregate cash and cash
equivalents and short-term investments which were $142,290 as of the end of
first quarter 2004 compared to $171,045 and $107,783, as of the end of
fourth quarter 2003 and first quarter 2003, respectively. In addition,
long-term investments, principally debt securities comprising municipal
bonds, were $120,705 as of the end of first quarter 2004 as compared to
$112,431 and $131,916 as of the end of fourth quarter 2003 and first quarter
2003, respectively. Investments in municipal bonds and other debt securities
that matured during first quarters 2004 and 2003 were generally replaced
with debt securities of similar maturities.
-6A-
Net cash used in operating activities was $5,549 for first quarter 2004
compared to $4,015 for first quarter 2003. The net cash used in operating
activities reflects the Company's historical build-up of inventories and the
pre-funding of the annual cost of certain defined contribution employee
benefit plans. Capital expenditures for the first quarter 2004 and 2003 were
$3,191 and $2,364, respectively. Capital expenditures for the 2004 year 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.
Cash dividends declared in first quarter 2004 and 2003 were $3,575 and
$3,545, respectively. However, dividends paid in cash were $7,164 and
$3,575, in first quarter 2004 and 2003, respectively. The aforementioned
increase in dividends paid reflects the timing of the payment of the first
quarter and preceding fourth quarter dividends in the comparative periods.
The Company repurchased and retired $6,182 and $13,865 of its shares
outstanding during first quarter 2004 and 2003, 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 actions taken
by major retailers and customers; 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, 2003.
-6B-
Item 4. CONTROLS AND PROCEDURES
As of April 3, 2004, the Company's Chief Executive Officer and Chief
Financial Officer conducted an evaluation of the effectiveness of the
company's disclosure controls and procedures. Based on that evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures were effective as of April 3,
2004. Additionally, there have been no significant changes in the Company's
internal controls that could significantly affect these controls subsequent
to April 3, 2004, including any corrective actions with regard to
significant deficiencies and material weaknesses.
-6C-
PART II - OTHER INFORMATION
TOOTSIE ROLL INDUSTRIES, INC.
AND SUBSIDIARIES
Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of
Equity Securities.
(c) Total Number of (d) Maximum Number (or
(a) Total (b) Average Shares Approximate Dollar Value) of
Number of Price Paid per Purchased as Part of Shares that May Yet
Shares Share Publicly Announced Plans Be Purchased Under the Plans
Period Purchased Or Programs Or Programs _____
JAN 1 TO JAN 31 104,500 $ 36.26 NOT APPLICABLE NOT APPLICABLE
FEB 1 TO FEB 29 -0-
MAR 1 TO APR 3 65,800 36.27 NOT APPLICABLE NOT APPLICABLE
TOTAL 170,300 $ 36.27
While the company does not have a formal or publicly announced stock repurchase program,
the company's board of directors does authorizes a dollar amount for the annual share repurchases.
The treasurer executes share repurchase transactions according to these guidelines.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 31.1 and 31.2 - Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
Exhibit 32 - 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 furnished on February 12, 2004 and April 27, 2004
containing a press release announcing earnings for fourth quarter
2003 and first quarter 2004, respectively.
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 12, 2004 BY:/S/MELVIN J. GORDON
Melvin J. Gordon
Chairman of the Board
BY:/S/G. HOWARD EMBER, JR.
G. Howard Ember, Jr.
Vice President - Finance
-7-
Exhibit 31.1
CERTIFICATION
I, Melvin J. Gordon, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Tootsie Roll
Industries, Inc,;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial infor-
mation included in this 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 report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such dis-
closure controls and procedures to be designed under our supervision, 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 report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
c) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors:
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.
Date: May 12, 2004
By: /S/MELVIN J. GORDON
Melvin J. Gordon
Chairman and Chief Executive Officer
-7A-
Exhibit 31.2
CERTIFICATION
I, G. Howard Ember, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Tootsie Roll
Industries, Inc,;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial infor-
mation included in this 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 report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such dis-
closure controls and procedures to be designed under our supervision, 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 report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
c) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors:
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.
Date: May 12, 2004
By: /S/G. HOWARD EMBER, JR.
G. Howard Ember, Jr.
Vice President/Finance and
Chief Financial Officer
-7B-
Exhibit 32
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 April 3, 2004 (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. and its subsidiaries.
Dated: May 12, 2004 /S/MELVIN J GORDON
MELVIN J GORDON
Chairman and Chief and
Executive Officer
Dated: May 12, 2004 /S/G. HOWARD EMBER, JR.
G. Howard Ember, Jr.
V.P./Finance and
Chief Financial Officer
-7C-