-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WebxW8zzQwFLgxbEBObqmm+eMZaHepOZHunjfZg35NWzKUjccIQBUjTlxM2Y1tnH wVJeYCxfO11qOS/hYaXHYA== 0000098677-02-000008.txt : 20020809 0000098677-02-000008.hdr.sgml : 20020809 20020809115547 ACCESSION NUMBER: 0000098677-02-000008 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020629 FILED AS OF DATE: 20020809 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: 02724105 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 jun2002filing.txt TOOTSIE ROLL INDUSTRIES, INC. 10-Q ENDING 06/29/02 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 -----END PRIVACY-ENHANCED MESSAGE-----