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 31, 2007
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 a large accelerated
filer, an accelerated filer or a non-accelerated filer. See definition
of "accelerated filer and large accelerated filer" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer X Accelerated filer __ Non-accelerated filer __
Indicate by check mark whether the Registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act)
Yes No X
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date (March
31, 2007)
Class Outstanding
Common Stock, $.69 4/9 par value 36,426,607
Class B Common Stock, $.69 4/9 par value 18,933,936
TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES
MARCH 31, 2007
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 Condensed 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 6D
Item 4. Controls and Procedures 6E
Part II - Other Information
Item 2. Unregistered Sales of Equity Securities and
Use of Proceeds 7
Item 6. Exhibits 7
Signatures 7
Certifications 7A-C
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(in thousands of dollars) (UNAUDITED)
ASSETS March 31, April 01, Dec. 31,
CURRENT ASSETS 2007 2006 2006
Cash & cash equivalents $ 58,189 $ 49,007 $ 55,729
Restricted cash - 10,165 -
Investments 22,807 47,596 23,531
Trade accounts receivable,
Less allowances of
$2,055, $2,479 & $2,322 30,698 33,941 35,075
Other receivables 3,592 1,853 3,932
Inventories, at cost
Finished goods & work in process 52,269 45,315 42,146
Raw material & supplies 23,221 20,897 21,811
Prepaid expenses 5,407 4,047 6,489
Deferred income taxes 6,713 6,666 2,204
Total current assets 202,896 219,487 190,917
PROPERTY, PLANT & EQUIPMENT, at cost
Land 19,402 17,089 19,402
Buildings 87,273 73,709 87,273
Machinery & equipment 260,344 252,429 259,049
367,019 343,227 365,724
Less-accumulated depreciation 166,162 152,846 162,826
Net property, plant and equipment 200,857 190,381 202,898
OTHER ASSETS
Goodwill 73,237 74,194 74,194
Trademarks 189,024 189,024 189,024
Investments 54,043 44,539 51,581
Split dollar life insurance 73,357 71,104 73,357
Investment in joint venture 9,197 10,848 9,668
398,858 389,709 397,824
Total assets $802,611 $799,577 $791,639
-2-
(The accompanying notes are an integral part of these statements.)
(in thousands except per share data) (UNAUDITED)
LIABILITIES AND SHAREHOLDERS' EQUITY March 31, April 1, Dec. 31,
CURRENT LIABILITIES 2007 2006 2006____
Bank loan $ - $ 16,000 $ -
Accounts payable 15,114 20,956 13,102
Dividends payable 165 131 4,300
Accrued liabilities 37,875 40,783 43,802
Income taxes payable - 15,835 1,007
Total current liabilities 53,154 93,705 62,211
NON-CURRENT LIABILITIES
Deferred income taxes 40,410 36,249 40,864
Postretirement health care and life
insurance benefits 12,918 10,931 12,582
Industrial development bonds 7,500 7,500 7,500
Liability for uncertain tax positions 14,444 - -
Deferred compensation and other liabilities 38,240 32,715 37,801
Total non-current liabilites 113,512 87,395 98,747
Total liabilities 166,666 181,100 160,958
SHAREHOLDERS' EQUITY
Common Stock, $.69-4/9 par value-
120,000 shares authorized; 36,427, 36,097 & 35,364
respectively, issued 25,296 25,067 24,558
Class B common stock, $.69-4/9 par value-
40,000 shares authorized; 18,934, 18,523 & 18,390,
respectively, issued 13,149 12,863 12,771
Capital in excess of par value 484,052 462,464 438,648
Retained earnings 128,064 128,666 169,233
Accumulated other comprehensive loss (12,624) (8,591) (12,537)
Treasury stock (at cost)-
63, 62 & 62 shares, respectively (1,992) (1,992) (1,992)
Total shareholders' equity 635,945 618,477 $630,681
Total liabilities and
shareholders' equity $802,611 $799,577 $791,639
-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
(in thousands except per share amounts) (UNAUDITED)
FIRST QUARTER ENDED
March 31, 2007 & April 01,2006
Net sales $ 92,914 $103,822
Cost of goods sold 59,544 64,422
Gross margin 33,370 39,400
Selling, marketing and administrative expenses 20,719 23,049
Earnings from operations 12,651 16,351
Other income, net 1,982 1,847
Earnings before income taxes 14,633 18,198
Provision for income taxes 4,822 5,836
Net earnings 9,811 12,362
Other comprehensive income, before tax:
Foreign currency translation adjustments (290) (324)
Unrealized gain on securities 35 160
Unrealized income (loss) on derivatives 287 (669)
Other comprehensive income (loss), before tax 32 (833)
Income tax benefit (expense) related to items of other
comprehensive income (119) 189
Other comprehensive loss, net of tax (87) (644)
Comprehensive earnings $ 9,724 $ 11,718
Retained earnings at beginning of period $169,233 $164,236
Net earnings 9,811 12,362
Cash dividends (4,295) (4,238)
Stock dividends - 3% (46,685) (43,694)
Retained earnings at end of period $128,064 $128,666
Net earnings per share $.18 $.22
Dividends per share * $.08 $.08
Average number of shares outstanding 55,297 56,302
*Does not include 3% stock dividend to shareholders of record on 3/09/07 and 3/10/06.
-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
March 31, 2007 & April 1, 2006
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 9,811 $ 12,362
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 3,867 3,666
Amortization of marketable securities 183 299
Purchase of trading securities (307) (1,449)
Changes in operating assets and liabilities:
Accounts receivable 4,309 (3,185)
Other receivables 522 494
Inventories (11,641) (11,254)
Prepaid expenses and other assets 3,326 93
Accounts payable and accrued liabilities (3,876) (2,436)
Income taxes payable and deferred 7,551 4,167
Postretirement health care and life
insurance benefits 336 148
Deferred compensation and other liabilities (47) 369
Other 83 13
Net cash provided by operating activities 14,117 3,287
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (1,934) (15,424)
Decrease in restricted cash - 12,165
Purchase of available for sale securities (9,418) -
Sale and maturity of available for
sale securities 8,291 8,970
Net cash provided by (used in) investing activities (3,061) 5,711
CASH FLOWS FROM FINANCING ACTIVITIES:
Net repayments on borrowings - (14,219)
Dividends paid in cash (8,596) (8,502)
Shares repurchased and retired - (6,276)
Net cash used in financing activities (8,596) (28,997)
Increase (decrease) in cash and cash equivalents 2,460 (19,999)
Cash and cash equivalents-beginning of year 55,729 69,006
Cash and cash equivalents end of quarter $ 58,189 $ 49,007
Supplemental cash flow information:
Income taxes paid (refunded) $ (4,870) $ 435
Interest paid $ 221 $ 448
Stock dividend issued $ 46,520 $ 43,563
(The accompanying notes are an integral part of the statements.)
-4-
TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
(in thousands except per share amounts) (UNAUDITED)
Note 1 - Foregoing data has been prepared from the unaudited
financial records of Tootsie Roll Industries, Inc. and
Subsidiaries (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 2006
Annual Report on Form 10-K.
Note 2 - Average shares outstanding for the period ended March
31, 2007 reflects a 3% stock dividend distributed on
April 12, 2007. Average shares outstanding for the
period ended April 1, 2006 reflects stock repurchases
of 222 shares for $6,276 and a 3% stock dividend
distributed on April 13, 2006.
Note 3 - Results of operations for the period ended March 31,
2007 are not necessarily indicative of results to be
expected for the year to end December 31, 2007 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 bank loan at April 1, 2006, consisted of demand notes
collateralized by certain investments in marketable
securities. The outstanding balance was fully repaid
during the second quarter 2006.
Note 5 - The Company is subject to taxation in the U.S. and various
state and foreign jurisdictions. The Company remains subject
to examination by U.S. federal and state and foreign tax
authorities for the years 2003 through 2006. With few
exceptions, the Company is no longer subject to examinations
by tax authorities for year 2002 and prior.
-5-
The Company adopted the provisions of FASB Interpretation
No. 48, "Accounting for Uncertainty in Income Taxes" (FIN
48) effective January 1, 2007. This adoption had no
significant impact on the Company as the recognition of
$12,262 of unrecognized tax benefits was consistent with
those recorded in current income taxes payable at December
31, 2006. This includes $5,102 of unrecognized tax benefits
the Company recorded with a corresponding increase in the
amount of deferred income tax assets. As such, there was
no impact on retained earnings. Included in the balance at
January 1, 2007, are $7,160 of unrecognized tax benefits
that, if recognized, would favorably affect the annual
effective income tax rate.
The Company recognizes accrued interest and penalties
associated with uncertain tax positions as part of its tax
provision. As of January 1, 2007, the Company had $2,182 of
accrued interest.
During first quarter 2007, the Company recorded approximately
$450 of additional income tax expense, including $280 of
additional accrued interest and penalties net of tax,
relating to uncertain tax positions. The Company is not
currently subject to a US federal income tax examination,
however, the Company is currently subject to various state
and foreign provincial tax examinations. Although the Company
is unable to determine the ultimate outcome of these
examinations, the Company believes that its liability for
uncertain tax positions relating to these tax jurisdictions
for such years is adequate.
It is expected that the amount of uncertain tax positions
will change in the next 12 months, however management does
not expect the change to have a significant impact on the
Company's financial position and results of operations.
Note 6 - New Accounting Pronouncements
In September 2006, the FASB issued SFAS No. 157, "Fair Value
Measurements" (SFAS No. 157). SFAS No. 157 establishes a
common definition for fair value to be applied to US GAAP
guidance requiring use of fair value, establishes a framework
for measuring fair value, and expands disclosure about such
fair value measurements. SFAS No. 157 is effective for fiscal
years beginning after November 15, 2007. The Company is
currently assessing the impact of SFAS No. 157 and has not
yet made any determination as to the effects, if any, that it
may have on the Company's financial position and results of
operations.
In February 2007, the FASB issued SFAS No. 159, "The Fair
Value Option for Financial Assets and Financial Liabilities-
including an amendment to FASB Statement No. 115," (SFAS No.
159), which permits entities to choose to measure many
financial instruments and certain other items at fair value
that are not currently required to be measured at fair value.
SFAS No. 159 is effective for fiscal years beginning after
November 15, 2007. The Company is currently assessing the
impact of SFAS No. 159 and has not yet made any determination
as to the effects, if any, that it may have on the Company's
financial position and results of operations.
-5A-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(dollars in thousands except per share amounts)
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: Net change in
First Quarter, 2007
First Quarter vs.
2007 2006 First Quarter, 2006
$92,914 $103,822 (10.5%)
First quarter 2007 net sales were $92,914 compared to $103,822 in first quarter
2006, a decrease of $10,908 or 10.5%. First quarter 2007 sales reflect the
timing of shipments and inventory adjustments of certain national account
customers, the conclusion during the prior year first quarter 2006 of a contract
to manufacture product under a private label for a third party, a non-recurring
sale of certain inventory to a new foreign distributor in the prior year first
quarter 2006, some acceleration of customer purchases in the prior year first
quarter 2006 in advance of announced price increases, and a generally softer
sales and business environment in first quarter 2007 compared to 2006.
First quarter 2007 net sales were $92,914 compared to $110,821 in fourth
quarter 2006. Other than the factors affecting first quarter 2007 net sales
discussed above, this decrease in net sales 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
2007 2006 1st Qtr. 2007 1st Qtr. 2006
$59,544 $64,422 64.1% 62.1%
Cost of sales as a percentage of net sales increased from 62.1% in first quarter
2006 to 64.1% in first quarter 2007. The increase in cost of sales as a
percentage of net sales is primarily the result of higher input costs relating
to major ingredients, principally sugar and corn syrup, and packaging materials.
Higher costs of labor and related fringe benefits, principally health insurance,
also added to higher costs.
-6-
SELLING, MARKETING AND ADMINISTRATIVE EXPENSES:
First Quarter Percentage of Net Sales
2007 2006 1st Qtr. 2007 1st Qtr. 2006
$20,719 $23,049 22.3% 22.2%
Selling, marketing and administrative expenses decreased from $23,049 in first
quarter 2006 to $20,719 in first quarter 2007, a decrease of $2,330 or 10.1%.
This decrease primarily reflects the decline in net sales. As a percentage of
net sales, such operating expenses increased slightly from 22.2% in 2006 to
22.3% in 2007. However, the Company was adversely affected by higher freight
and delivery expenses during first quarter 2007 compared to the corresponding
period in the prior year.
First quarter earnings from operations were $12,651 and $16,351 in 2007 and
2006, respectively, a decrease of $3,700 or 22.6%. Results for first quarter
2007 were adversely affected by lower sales and higher input costs relating to
major ingredients, packaging materials, and freight and delivery. Although the
Company took actions and implemented programs, including price increases, in
2006 and 2007 to restore margins that declined as a result of higher input
costs, the Company was not able to fully recover ongoing input cost increases
in first quarter 2007.
NET EARNINGS:
First Quarter, 2007
First Quarter vs.
2007 2006 First Quarter, 2006
$ 9,811 $12,362 (20.6%)
First quarter 2007 net earnings were $9,811 compared to first quarter 2006 net
earnings of $12,362. First quarter 2007 earnings per share were $0.18 compared
to $0.22 in first quarter 2006.
Other income, net was $1,982 in first quarter 2007 compared to $1,847 in first
quarter 2006. Other income, net in 2007 includes $211 of decreased interest
expense reflecting the repayment in full of bank debt during second quarter
2006.
The consolidated effective income tax rate increased from 32.7% in first quarter
2006 to 33.2% in first quarter 2007. The aforementioned increase reflects the
effects of FASB Interpretation No. 48, "Accounting for Uncertainty in Income
Taxes" (FIN 48) adopted on January 1, 2007, as well as higher effective rates
for foreign taxes. For further information see discussion of FIN 48 under the
section New Accounting Pronouncements below.
In addition to the factors discussed above, earnings per share benefited from
fewer shares outstanding as a result of the Company's share repurchases during
2006.
-6A-
LIQUIDITY AND CAPITAL RESOURCES:
The Company's current ratio (current assets divided by current liabilities) was
3.9 to 1 as of the end of first quarter 2007 as compared to 2.3 to 1 as of the
end of first quarter 2006 and 3.1 to 1 as of the end of fourth quarter 2006.
Net working capital was $149,742 as of the end of first quarter 2007 as compared
to $128,706 and $125,782 as of the end of fourth quarter 2006 and first quarter
2006, respectively. The aforementioned net working capital amounts are
principally reflected in aggregate cash and cash equivalents and short-term
investments which totaled $80,996 as of the end of first quarter 2007 compared
to $79,260 and $96,603, as of the end of fourth quarter 2006 and first quarter
2006, respectively. In addition, long term investments, principally debt
securities comprising municipal bonds, were $54,043 as of the end of first
quarter 2007 as compared to $51,581 and $44,539 as of the end of fourth quarter
2006 and first quarter 2006, respectively. Investments in municipal bonds and
other debt securities that matured during first quarters 2007 and 2006 were
generally used to pay down bank loans or were replaced with debt securities of
similar maturities.
Net cash provided by operating activities was $14,117 for first quarter 2007, as
compared to $3,287 for first quarter 2006. The aforementioned change in net cash
provided by operating activities principally reflects the timing of payments and
cash flows relating to accounts receivable, accounts payable and accrued
liabilities, and income taxes payable and deferred. Capital expenditures for
first quarter 2007 and 2006 were $1,934 and $15,424, respectively. First quarter
2006 capital expenditures reflect $12,397 of investments in rental income-
producing real estate which was funded primarily from the Company's restricted
cash. This restricted cash related to the sale of surplus real estate in 2005,
and was reinvested in such rental properties in first and second quarter 2006
resulting in the deferral of $7,972 of income taxes as allowed under section
1031 of the U.S. Internal Revenue Code. Capital expenditures for the 2007 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.
The Company fully repaid its short-term bank loans in second quarter 2006. The
balance of these loans as of the end of first quarter 2006 was $16,000. These
bank loans were retired in second quarter 2006 with a combination of cash flows
provided by operating activities and investment maturities.
Cash dividends declared in first quarter 2007 and 2006 were $4,295 and $4,238,
respectively. However, dividends paid in cash were $8,596 and $8,502, in first
quarter 2007 and 2006, respectively. The difference between dividends declared
and dividends paid is due to payment in the first quarter of a dividend declared
in the fourth quarter of the respective preceding year.
The Company had no repurchases and retirements of its outstanding common stock
during first quarter 2007 compared to $6,276 during first quarter 2006.
-6B-
NEW ACCOUNTING PRONOUNCEMENTS
In July 2006, the FASB issued FIN 48, "Accounting for Uncertainty in Income
Taxes - An Interpretation of FASB Statement 109" (FIN 48). FIN 48 prescribes a
comprehensive model for recognizing, measuring, presenting and disclosing in the
financial statements tax positions taken on by the Company on its tax returns.
Although the adoption of FIN 48 on January 1, 2007 had no impact on the
Company's retained earnings, it did result in the recognition of $12,262 of
unrecognized tax benefits which was consistent with those recorded in current
income taxes payable at December 31, 2006. This includes $5,102 of
unrecognized tax benefits the company recorded with a corresponding increase in
the amount of deferred income tax assets. As of January 1, 2007, the Company's
liability for uncertain tax positions included $2,182 of accrued interest
relating to its uncertain tax positions.
During first quarter 2007, the Company recorded approximately $450 of additional
income tax expense, including $280 of additional accrued interest and penalties
net of tax, relating to uncertain tax positions. The Company is not currently
subject to a US federal income tax examination, however, the Company is
currently subject to various state and foreign provincial tax examinations.
Although the Company is unable to determine the ultimate outcome of these
examinations, the Company believes that its liability for uncertain tax
positions relating to these tax jurisdictions for such years is adequate.
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements"
(SFAS No. 157). SFAS No. 157 establishes a common definition for fair value to
be applied to US GAAP guidance requiring use of fair value, establishes a frame-
work for measuring fair value, and expands disclosure about such fair value
measurements. SFAS No. 157 is effective for fiscal years beginning after
November 15, 2007. The Company is currently assessing the impact of SFAS No.
157 and has not yet made any determination as to the effects, if any, that it
may have on the Company's financial position and results of operations.
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities-including an amendment to FSAB
Statement No. 115," (SFAS No. 159), which permits entities to choose to measure
many financial instruments and certain other items at fair value that are not
currently required to be measured at fair value. SFAS No. 159 is effective for
fiscal years beginning after November 15, 2007. The Company is currently
assessing the impact of SFAS No. 159 and has not yet made any determination as
to the effects, if any, that it may have on the Company's financial position and
results of operations.
-6C-
FORWARD-LOOKING STATEMENTS
From time to time, in the Company's statements and written reports, including
this report, the Company discusses its expectations regarding future performance
by making certain "forward-looking statements." These forward-looking
statements are based on currently available competitive, financial and economic
data and management's views and assumptions regarding future events. Such
forward-looking statements are inherently uncertain, and actual results may
differ materially from those expressed or implied herein. Consequently, the
Company wishes to caution readers not to place undue reliance on any forward-
looking statements. In connection with the "safe harbor provisions" of the
Private Securities Litigation Reform Act of 1995, the Company notes following
factors which, among others, could cause future results to differ materially
from the forward-looking statements, expectations and assumptions expressed or
implied herein. Among the factors that could impact the Company's ability to
achieve its stated goals are the following: (i) significant competitive
activity, including advertising, promotional and price competition, and changes
in consumer demand for the Company's products; (ii) fluctuations in the cost and
availability of various raw materials; (iii) inherent risks in the marketplace
associated with new product introductions, including uncertainties about trade
and consumer acceptance and seasonal events such as Halloween (iv) the effect of
acquisitions on the Company's results of operations and financial condition; (v)
the effect of changes in foreign currencies on the Company's foreign sub-
sidiaries; (vi) the Company's reliance on third-party vendors for various goods
and services; (vii) the Company's ability to successfully implement new
production processes and lines; (viii) the effect of changes in assumptions,
including discount rates, sales growth and profit margins, relating to the
Company's impairment testing and analysis of its goodwill and trademarks; (ix)
changes in the confectionary market place including actions taken by major
retailers and customers; (x) customer and consumer response to marketing
programs and price adjustments; (xi) dependence on significant customers,
including the volume and timing of their purchases; (xii) increases in energy
costs we are not able to pass along to our customers through increases in energy
costs we are not able to pass along to our customers through increased prices;
(xiii) any significant labor stoppages or production interruptions; and (xiv)
changes in governmental laws are regulations including taxes. In addition, the
Company's results may be affected by general factors, such as economic
conditions, political developments, currency exchange rates, interest and
inflation rates, accounting standards, taxes, and laws and regulations affecting
the Company in markets where it competes and those factors described in Item 1A
"Risk Factors" and elsewhere in the Company's Annual Report on Form 10-K and in
other Company filings with the Securities and Exchange Commission.
-6D-
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK:
The Company is exposed to various market risks, including fluctuations in sugar,
corn syrup, edible oils, cocoa, dextrose and gum-base ingredients and packaging
costs. The Company is exposed to exchange rate fluctuations in the Canadian
dollar which is the currency used for a portion of the raw material and
packaging material costs and operating expenses at its Canadian plants. The
Company 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, 2006.
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 as of March 31, 2007 and, based on their evaluation, the chief
executive officer and chief financial officer have concluded that these controls
and procedures are effective. 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.
There has been no change in the Company's internal control over financial
reporting that occurred during the Company's fiscal quarter ended March 31, 2007
that has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
-6E-
PART II - OTHER INFORMATION
TOOTSIE ROLL INDUSTRIES, INC.
AND SUBSIDIARIES
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Approximate Dollar
(a) Total (b) Average Shares Value of Shares that
Number of Price Paid per Purchased as Part of May Yet Be Purchased
Shares Share Publicly Announced Plans Under the Plans
Period Purchased Or Programs or Programs
JAN 1 TO JAN 27 - $ - NOT APPLICABLE NOT APPLICABLE
JAN 28 TO FEB 24 - - NOT APPLICABLE NOT APPLICABLE
FEB 25 TO MAR 31 - - NOT APPLICABLE NOT APPLICABLE
TOTAL - $ -
While the Company does not have a formal or publicly announced stock
repurchase program, the Company's board of directors periodically authorizes
a dollar amount for share repurchases. The treasurer executes share
repurchase transactions according to these guidelines.
Item 6. EXHIBITS
Exhibits 31.1 and 31.2 - Certifications 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.
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 9, 2007 BY:/S/MELVIN J. GORDON
Melvin J. Gordon
Chairman of the Board
Date: May 9, 2007 BY:/S/G. HOWARD EMBER, JR.
G. Howard Ember, Jr.
Vice President Finance
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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 state-
ments 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)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c) 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
d) 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 (the registrant's fourth fiscal quarter in the case of an annual
report) 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 (or persons performing the equivalent functions):
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 9 2007
By: /S/MELVIN J. GORDON
Melvin J. Gordon
Chairman and Chief Executive Officer
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Exhibit 31.2
CERTIFICATION
I, G. Howard Ember, Jr. 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 state-
ments 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)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c) 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
d) 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 (the registrant's fourth fiscal quarter in the case of an annual
report) 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 (or persons performing the equivalent functions):
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 9, 2007
By: /S/G. HOWARD EMBER, JR.
G. Howard Ember, Jr.
Vice President/Finance and
Chief Financial Officer
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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 March 31, 2007 (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 9, 2007 /S/MELVIN J. GORDON
Melvin J. Gordon
Chairman and Chief
Executive Officer
Dated: May 9, 2007 /S/G. HOWARD EMBER, JR.
G. Howard Ember, Jr.
V.P./Finance and
Chief Financial Officer
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