-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, A2AHHvCyCQOhGdcraIWQY0QpL/MoPHKvn1cK3KGCfathoDeP/thlncQSueLv3DCV bnVmylLnjFk5WmtbpXZUOg== 0000098677-94-000005.txt : 19940926 0000098677-94-000005.hdr.sgml : 19940926 ACCESSION NUMBER: 0000098677-94-000005 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19931015 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19940923 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOOTSIE ROLL INDUSTRIES INC CENTRAL INDEX KEY: 0000098677 STANDARD INDUSTRIAL CLASSIFICATION: 2060 IRS NUMBER: 221318955 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-01361 FILM NUMBER: 94550061 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 8-K/A 1 8-K/A COVER 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A AMENDMENT TO CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 October 15,1993 Date of Report (date of earliest event reported) TOOTSIE ROLL INDUSTRIES, INC. (Exact name of registrant as specified in its charter) VIRGINIA 1-1361 22 - 1318955 (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation or organization) 7401 South Cicero Avenue, Chicago, Illinois 60629 (Address of principal executive offices) (Zip Code) (312) 838-3400 Registrant's telephone number, including area code 2 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial statements of business acquired (the "Business"). (i) The balance sheets of the Business at December 31, 1992 and October 15, 1993, and the related statements of operations and changes in divisional equity and statements of cash flows for the year ended December 31, 1992 and the period ended October 15, 1993, including the notes thereto, together with the related Accountant's Report, attached hereto as Exhibit 28(a), are hereby incorporated by reference. (b) Pro forma financial information (i) The unaudited pro forma income statements of Tootsie Roll Industries, Inc. ("Tootsie Roll") and the Business for the year ended December 31, 1992 and the nine months ended September 30, 1993, and the unaudited pro forma condensed balance sheet of Tootsie Roll and the Business as at September 30, 1993 attached hereto as Exhibit 28(b) are hereby incorporated by reference. (c) Exhibits Exhibits No. Description of Document 28(a) The balance sheets of the Business at December 31, 1992 and October 15, 1993, and the related statements of operations and changes in divisional equity and statements of cash flows for the year ended December 31, 1992 and the period ended October 15, 1993, including the notes thereto, together with the related Accountant's Report. 28(b) The unaudited pro forma income statements of Tootsie Roll Industries, Inc. ("Tootsie Roll") and the Business for the year ended December 31, 1992 and the nine months ended September 30, 1993 and the unaudited pro forma condensed balance sheet of Tootsie Roll and the Business as at September 30, 1993 attached hereto as Exhibit 28(b). 3 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 hereunto duly authorized. TOOTSIE ROLL INDUSTRIES, INC. Dated: September 23, 1994 By: /s/ G. HOWARD EMBER, JR. ----------------------------- G. Howard Ember, Jr. Vice President, Finance EX-28 2 EX-28(B) 4 Exhibit 28(b) PRO FORMA FINANCIAL INFORMATION The Company acquired the Cambridge Brands Division of Warner-Lambert Company on October 15, 1993. The pro forma income statement data for the year ended December 31, 1992 and the nine months ended September 30, 1993 presented below have been prepared assuming the Company consummated the acquisition of Cambridge Brands at the beginning of the period presented and reflect estimated purchase accounting and other adjustments related to the acquisition. The pro forma balance sheet data as of September 30, 1993 assumes the Company consummated the acquisition of Cambridge Brands on September 30, 1993. The pro forma income statement and balance sheet data presented below is unaudited. The pro forma income statement data are not necessarily indicative of what the actual results of operations would have been had the transactions occurred at the beginning of the period presented, nor do they purport to indicate the results of future operations. All amounts are in thousands except per share data. 5
Income Statement Data: For the year ended December 31, 1992 Cambridge Brands Tootsie Roll Division of Warner- Pro Forma Pro Forma Industries, Inc. Lambert Company Adjustments Total Net Sales $245,424 $58,152 $303,576 Cost of goods sold (127,123) (31,093) ($ 415) (158,631) Gross margin 118,301 27,059 (415) 144,945 Operating expenses: Marketing, selling and advertising (38,958) (16,261) (55,219) Distribution and warehousing (16,959) (3,054) (20,013) General and administrative (14,451) (3,388) (43) (17,882) Operating margin 47,933 4,356 (458) 51,831 Other income, net 3,989 (2,699) 1,290 Income before taxes 51,922 4,356 (3,157) 53,121 Provision for income taxes (19,890) (2,217) 1,749 (20,358) Net earnings $ 32,032 $ 2,139 ($1,408) $ 32,763 Net earnings per common share $3.11 Average common shares outstanding 10,534
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For the nine months ended September 30, 1993 Cambridge Brands Tootsie Roll Division of Warner- Pro Forma Pro Forma Industries, Inc. Lambert Company Adjustments Total Net Sales $197,179 $ 46,991 $244,170 Cost of goods sold (99,348) (22,959) ($ 510) (122,817) Gross margin 97,831 24,032 ($ 510) 121,353 Operating expenses: Marketing, selling and advertising (31,582) (14,016) (45,598) Distribution and warehousing (13,323) (2,478) (15,801) General and administrative (9,970) (3,030) 25 (12,975) Operating margin 42,956 4,508 (485) 46,979 Other income, net 3,669 ( 2,137) 1,532 Income before taxes 46,625 4,508 (2,622) 48,511 Provision for income taxes (18,204) (2,236) 1,500 (18,940) Net earnings $ 28,421 $ 2,272 ($1,122) $ 29,571 Net earnings per common share $2.81 Average common shares outstanding 10,534
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Balance Sheet Data: September 30, 1993 Tootsie Roll Cambridge Pro Forma Industries, Inc. Brands Adjustments Total Cash and cash equivalents $ 5,162 $ 61 ($ 61) (e) $ 5,162 Investments 71,251 (9,317) (f) 61,934 Accounts receivable, net 44,561 7,083 (7,083) (e) 44,561 Inventories: Finished goods and work in progress 18,232 1,488 (232) (g) 19,488 Raw materials and supplies 10,577 586 11,163 Prepaid expenses 10,086 863 (863) (e) 10,086 159,869 10,081 (17,556) 152,394 Land 2,230 2,475 25 (h) 4,730 Buildings 13,139 5,468 (468) (h) 18,139 Machinery and equipment 91,199 14,141 2,859 (h) 108,199 Leasehold improvements 4,841 4,841 111,409 22,084 2,416 135,909 Accumulated depreciation (48,597) (6,778) 6,778 (h) (48,597) 62,812 15,306 9,194 87,312 Excess of cost over acquired net tangible assets, net 44,247 48,152 10,822 (i) 103,221 Other assets 8,785 8,785 $275,713 $73,539 $ 2,460 $351,712 Bank loans $ 304 $72,000 (j) $ 72,304 Accounts payable 6,066 $ 587 (587) (e) 6,066 Dividends payable 1,025 1,025 Accrued liabilities 15,783 1,882 955 (k) 18,620 Income taxes payable 8,153 8,153 31,331 2,469 72,368 106,168 Notes payable 20,000 20,000 Industrial Development Bonds 7,500 7,500 Postretirement benefits 4,363 4,363 Deferred compensation 2,066 2,066 Deferred taxes 3,816 1,162 (l) 4,978 69,076 2,469 73,530 145,075 Common stock 4,904 4,904 Class B common stock 2,411 2,411 Capital in excess of par 111,108 111,108 Retained earnings 90,627 90,627 Divisional equity 71,070 (71,070) (m) 0 Foreign currency adjustment (2,413) (2,413) 206,637 71,070 (71,070) 206,637 $275,713 $73,539 $ 2,460 $351,712
8 Exhibit Index at page TOOTSIE ROLL INDUSTRIES, INC. NOTES TO PRO FORMA FINANCIAL INFORMATION (a) Pro forma adjustment to the cost of goods sold arises from the determination of depreciation expense (as if the acquisition had been consummated as of the beginning of the period for which the pro forma financial statement is presented) using the Company's methods, useful lives and basis in the acquired building and machinery and equipment as opposed to those of the seller. (b) Pro forma adjustment to general and administrative expense arises from the amortization of the excess of purchase price over the net tangible assets acquired (as if the acquisition had been consummated as of the beginning of the period for which the pro forma financial statement is presented) using the Company's method, amortization period and basis in the acquired net assets as opposed to the method, amortization period and basis of the seller. (c) Pro forma adjustment to other income, net arises from the estimation of interest expense on the acquisition debt and a reduction of interest income for that portion of the purchase price which was paid with funds of the Company (as if the acquisition had been consummated as of the beginning of the period for which the pro forma financial statement is presented) using and estimated composite borrowing/investment return rate. (d) Pro forma adjustment to provision for income taxes arises from the determination of tax expense for the consolidated entity taken as a whole (as if the acquisition had been consummated as of the beginning of the period for which the pro forma financial statement is presented). (e) Pro forma adjustments to cash and cash equivalents, accounts receivable, net, prepaid expenses and accounts payable arise due to the fact that the Company did not purchase these assets and liabilities from the seller and accordingly they are excluded form the pro forma financial statement. (f) Pro forma adjustment to investments arises from the payment of a portion of the purchase price with funds of the Company. 9 (g) Pro forma adjustment to finished goods and work in progress arises from the Company's estimate of net realizable value of the purchased inventory net of estimated costs of disposal and a reasonable profit allowance for the selling effort. (h) Pro forma adjustments to land, buildings, machinery and equipment and accumulated depreciation arise from the Company's estimate of replacement cost for assets with similar capacity. (i) Pro forma adjustment to excess of cost over acquired net tangible assets arises from the Company's recording of the intangible assets to be recognized based upon the purchase price and the Company's basis in the net assets acquired. (j) Pro forma adjustment to bank loans arises from the Company's issuance of short term notes payable for a portion of the purchase price. (k) Pro forma adjustment to accrued liabilities arises from the Company's recording of liabilities assumed in the purchase as well as other accrued expenses related to the acquisition. (l) Pro forma adjustment to deferred taxes arises from the income tax effect of the differences between the Company's financial accounting and income tax bases in the net assets acquired. (m) Pro forma adjustment to divisional equity represents the elimination of the predecessor's net investment in the acquisition. -----END PRIVACY-ENHANCED MESSAGE-----