0000098677-95-000008.txt : 19950809 0000098677-95-000008.hdr.sgml : 19950809 ACCESSION NUMBER: 0000098677-95-000008 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950701 FILED AS OF DATE: 19950808 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOOTSIE ROLL INDUSTRIES INC CENTRAL INDEX KEY: 0000098677 STANDARD INDUSTRIAL CLASSIFICATION: SUGAR & CONFECTIONERY PRODUCTS [2060] IRS NUMBER: 221318955 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-01361 FILM NUMBER: 95559521 BUSINESS ADDRESS: STREET 1: 7401 S CICERO AVE CITY: CHICAGO STATE: IL ZIP: 60629 BUSINESS PHONE: 3128383400 FORMER COMPANY: FORMER CONFORMED NAME: SWEETS CO OF AMERICA INC DATE OF NAME CHANGE: 19660921 10-Q 1 TOOTSIE ROLL INDUSTRIES, INC. 10-Q ENDING 07/01/95 1 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 July 1, 1995 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 (312) 838 - 3400 None 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 close of the period covered by this report. Class Outstanding Common Stock, $.69 4/9 par value 15,083,204 Class B Common Stock, $.69 4/9 par value 7,259,460 2 PART I - FINANCIAL INFORMATION TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(UNAUDITED) ASSETS July 1 July 2 Dec. 31 CURRENT ASSETS 1995 1994 1994 Cash & Cash Equiv. $ 31,226,163 $ 4,772,098 $ 16,508,659 Marketable Securities 37,793,260 41,387,678 45,860,983 Accounts Receivable Less Allowances of $1,613,000,$1,885,000 & $1,466,000 23,993,098 25,673,195 22,086,591 Inventories at Cost (Last-in,First-out): Finished Goods & Work in Process 36,483,179 31,300,487 16,704,078 Raw Material & Supplies 13,903,265 12,113,879 12,464,240 Prepaid Expenses 3,054,662 4,988,536 3,094,273 Deferred Income Taxes 2,479,395 2,094,000 2,168,000 Total Current Assets 148,933,022 122,329,873 118,886,824 PROPERTY, PLANT & EQUIPMENT, (at Cost) Land 6,936,880 4,230,667 6,671,973 Building 27,248,751 25,347,199 26,981,822 Machinery & Equip. 110,640,027 110,082,719 109,438,484 Leasehold Impvts. 5,641 5,641 5,641 144,831,299 139,666,226 143,097,920 Less-Accumulated Deprec. and Amortization 61,091,319 54,430,006 57,449,897 83,739,980 85,236,220 85,648,023 OTHER ASSETS Intangibles 97,315,052 100,021,351 98,668,201 Miscellaneous Invest. 52,535 90,977 90,977 Misc. Other Assets 6,833,724 3,931,127 6,788,773 104,201,311 104,043,455 105,547,951 Total Assets $336,874,313 $311,609,548 $310,082,798 /TABLE 3
LIABILITIES AND SHAREHOLDERS' EQUITY July 1 July 2 Dec. 31 CURRENT LIABILITIES 1995 1994 1994 Bank Loans Short Term $ 9,000,000 $ 20,000,000 $ -- Accounts Payable 7,373,663 5,351,379 6,124,104 Dividends Payable 1,423,193 1,218,577 1,219,291 Accrued Liabilities 17,124,566 15,211,094 17,045,884 Fed. & State Income Taxes 6,195,690 4,076,730 1,871,858 Total Current Liabilities 41,117,112 45,857,780 26,261,137 NON-CURRENT LIABILITIES E.T.I. Term Loan 20,000,000 20,000,000 20,000,000 Ind.Dev.Bonds Ser.1992 7,500,000 7,500,000 7,500,000 Post Retirement Benefits 5,196,365 4,764,294 4,992,719 Deferred Compensation 3,525,794 2,691,704 3,151,564 Deferred Fed.Inc.Taxes 7,366,000 6,250,297 7,716,256 Total Non-Current Liabilities 43,588,159 41,206,295 43,360,539 SHAREHOLDERS' EQUITY Common Stk., $.69-4/9 par value- 25,000,000 shares author. 15,083,204, 7,302,212 & 7,305,999 respectively, issued 10,474,308 5,070,845 5,073,475 Class B Common Stk $.69-4/9 par value- 10,000,000 shares author. 7,259,460, 3,545,497 & 3,541,710 respectively issued 5,041,225 2,462,085 2,459,455 Capital in Excess of Par Value 146,171,411 132,997,160 132,997,160 Retained Earnings 99,546,976 87,039,699 107,762,823 Cumulative Translation Adjustment (9,064,878) (3,024,316) (7,831,791) Total Shareholders' Equity 252,169,042 224,545,473 240,461,122 Total Liabilities and Shareholders' Equity $336,874,313 $311,609,548 $ 310,082,798
4 TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS AND RETAINED EARNINGS (NOTE 1) (UNAUDITED) NET SALES (Note 2) $ 68,774,216 $ 62,891,164 $129,043,421 $119,261,207 Cost of goods sold 35,718,429 31,585,579 66,421,289 59,834,437 Gross Margin 33,055,787 31,305,585 62,622,132 59,426,770 Operating Expenses: Marketing, Selling and Advertising 11,719,324 10,269,360 21,490,275 19,542,297 Distribution and Warehousing 5,427,140 4,972,464 10,214,423 9,083,120 General and Administrative 3,244,118 3,097,977 6,530,415 6,149,452 Goodwill amortization 676,575 676,575 1,353,150 1,353,150 21,067,157 19,016,376 39,588,263 36,128,019 Earnings from Operations 11,988,630 12,289,209 23,033,869 23,298,751 Other Income (Expense) Net 1,115,827 538,393 1,822,058 897,003 Earnings before Income Taxes 13,104,457 12,827,602 24,855,927 24,195,754 Provision for Income Taxes 4,778,000 4,968,000 9,211,000 9,374,000 Net Earnings (Note 5) 8,326,457 7,859,602 15,644,927 14,821,754 Retained Earnings at beginning of period 92,616,954 80,373,345 107,762,823 96,646,704 100,943,411 88,232,947 123,407,750 111,468,458 Deduct: Cash Dividends 1,396,435 1,193,248 2,589,683 2,193,957 Stock Dividends - 3% -- -- 21,271,091 22,234,802 1,396,435 1,193,248 23,860,774 24,428,759 Retained Earnings at end of period $ 99,546,976 $ 87,039,699 $ 99,546,976 $ 87,039,699 Net Earnings per Share (Note 3) $ .37 $ .35 $ .70 $ .66 Dividends Per Share * $ .0625 $ .055 $ .1175 $ .1025 Average Number of Shares Outstanding (Notes 3 & 4) 22,342,664 22,342,664 22,342,664 22,342,664 *Does not include 3% Stock Dividend to Shareholders of Record on 3/10/95 and 3/11/94 and has been restated for the 2 for 1 Stock Split to Shareholders of Record 6/22/95.
5 TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
26 Weeks Ended July 1, 1995 & July 2, 1994 1995 1994 CASH FLOWS FROM OPERATING ACTIVITIES: Net Earnings $15,644,927 $14,821,754 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 4,916,995 5,853,913 (Increase) decrease in assets: Accounts receivable (3,666,715) (5,017,189) Inventories (20,647,175) (14,120,215) Prepaid expenses and other assets (51,062) (1,483,800) Increase (decrease) in liabilities: Accounts payable and accrued liabilities 1,281,954 (3,615,526) Income taxes payable and deferred 3,664,638 905,851 Postretirement health care and life insurance benefits 203,646 266,460 Other long term liabilities 374,230 318,250 Other -- (297,900) Net cash provided by (used in) operating activities 1,721,438 (2,368,402) CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (1,733,379) (2,997,246) Investment purchases (14,853,613) (30,180,887) Investment sales 23,083,076 42,996,915 Net cash provided by investing activities 6,496,084 9,818,782 CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings net of repayments under lines of credit agreements 9,000,000 (2,600,673) Dividends paid in cash (2,500,018) (2,128,500) Other, net -- 65,082 Net cash provided by (used in) financing activities 6,499,982 (4,664,091) Increase in cash and cash equivalents 14,717,504 2,786,289 Cash and cash equivalents-beginning of year 16,508,659 1,985,809 Cash and cash equivalents-end of quarter $31,226,163 $ 4,772,098 Supplemental cash flow information: Income taxes paid $ 5,356,000 $ 6,060,000 Interest paid $ 877,000 $ 1,105,000
6 TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 1, 1995 (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. Note 2 - The Company's unshipped orders at July 1, 1995 amounted to $22,000,000. Note 3 - Based on Average Shares outstanding adjusted for Stock Dividends and the 2 for 1 Stock Split in 1995. Note 4 - Includes 3% Stock Dividends distributed on April 21, 1995 and April 22, 1994 and the 2 for 1 Stock Split effective on July 11, 1995. Note 5 - Results of operations for the period ended July 1, 1995 are not necessarily indicative of results to be expected for the year to end December 31, 1995 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 6 - Form 8-K was not required to be filed during the Second Quarter of 1995. Note 7 - Sales of unregistered Securities - None. 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION 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: Second Quarter, 1995 Second Quarter vs. 1995 1994 Second Quarter, 1994 $68,774,216 $62,891,164 +9.4% First Half, 1995 First Half vs. 1995 1994 First Half, 1994 $129,043,421 $119,261,207 +8.2% Second Quarter 1995 net sales of $68,774,216, a record, were up 9.4% from the Second Quarter 1994 net sales of $62,891,164. First Half of 1995 net sales of $129,043,421 were up 8.2% from First Half of 1994 net sales of $119,261,207. Second Quarter 1995 net sales of $68,774,216 were up 14.1% from First Quarter 1995 net sales of $60,269,205. Record sales for the Second Quarter and First Half of 1995 are principally attributable to volume increases. Sales rose primarily as a result of successful product line extensions and promotional programs. Consolidated sales were adversely affected by the devaluation of the Mexican peso. Although sales in Mexico increased significantly due to price increases and volume improvements, the translated U.S. dollar sales in Mexico were substantially lower in 1995 compared to 1994 as a result of exchange rate changes. COST OF SALES: Cost of Sales as a Second Quarter Percentage of Net Sales 1995 1994 2nd Qtr. 1995 2nd Qtr. 1994 $35,718,429 $31,585,579 51.9% 50.2% Cost of Sales as a First Half Percentage of Net Sales 1995 1994 1st Half 1995 1st Half 1994 $66,421,289 $59,834,437 51.5% 50.2% -6- Cost of sales as a percentage of net sales increased from 50.2% for the Second Quarter of 1994 to 51.9% for the Second Quarter of 1995. First Half cost of sales also increased from 50.2% in 1994 to 51.5% for the same period in 1995. This increase reflects increases in certain ingredients and packaging material costs and some changes in the sales mix of products. NET EARNINGS: Second Quarter, 1995 Second Quarter vs. 1995 1994 Second Quarter, 1994 $8,326,457 $ 7,859,602 +5.9% First Half, 1995 First Half vs. 1995 1994 First Half, 1994 $15,644,927 $14,821,754 +5.6% Second Quarter 1995 net earnings of $8,326,457 or $.37 per share, a record, were up 5.9% from net earnings of $7,859,602 or $.35 per share for the Second Quarter of 1994. First Half 1995 net earnings of $15,644,927 or $.70 per share, also a new record, were up 5.6% from the prior year's First Half net earnings of $14,821,754 or $.66 per share. Net earnings for the Second Quarter of 1995 of $8,326,457 increased $1,007,987 or 13.8% from First Quarter of 1995 net earnings of $7,318,470. The increase in net earnings reflects higher sales and increased net investment income, due to an overall increase in cash equivalents and marketable securities, and reduced levels of debt outstanding. Earnings increased in spite of increased ingredient and packaging costs. In addition to the above, net earnings were aided by a slight reduction in the overall effective tax rate reflecting various federal, state and foreign tax benefits, including increased tax- exempt investment income. 8 PART II - OTHER INFORMATION TOOTSIE ROLL INDUSTRIES, INC AND SUBSIDIARIES - NONE - 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 1, 1995 BY: Melvin J. Gordon Chairman of the Board BY: G. Howard Ember Vice President - Finance 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. Registrant G. Howard Ember, Jr. Date: August 1, 1995 G. Howard Ember, Jr. Principal Financial Officer Ellen R. Gordon Date: August 1, 1995 Ellen R. Gordon Principal Executive Officer EX-27 2 ARTICLE 5 FIN. DATA SCHEDULE FOR 2ND QTR 10-Q
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AND CONSOLIDATED STATEMENTS OF EARNINGS AND RETAINED EARNINGS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 Dec-31-1995 Jan-01-1995 Jul-01-1995 6-MOS 31,226 37,793 25,606 1,613 50,386 148,933 144,831 61,091 336,874 41,117 7,500 0 0 15,516 236,654 336,874 129,043 129,043 66,421 39,588 (2,558) 235 736 24,856 9,211 15,645 0 0 0 15,645 .70 .70