ITEM 1. BUSINESS.
Tootsie Roll Industries, Inc. and its consolidated subsidiaries (the "Company") are engaged in the manufacture and sale of candy. This is the only industry segment in which the Company operates and is its only line of business. A majority of the Company's products are sold under the registered trademarks "Tootsie," "Tootsie Roll," or "Tootsie Pop." The principal product of the Company is the familiar "Tootsie Roll," a chocolate-flavored candy of a chewy consistency, which is sold in several sizes and which is also used as a center for other products in the line including "Tootsie Pops," a spherical fruit or chocolate-flavored shell of hard candy with a center of "Tootsie Roll" candy on a paper safety stick, and "Tootsie Pop Drops," a smaller sized version of the "Tootsie Pop" without the stick. The Company and its predecessors have manufactured the "Tootsie Roll" product to substantially the same formula and sold it under the same name for over 90 years. The Company's products also include "Tootsie Roll Flavor Rolls" and "Tootsie Frooties," multiflavored candies of chewy consistency.
The Company also manufactures and sells molded candy drop products under the registered trademark "Mason" and "Tootsie," including "Mason Dots," and "Mason Crows."
The Company's wholly owned subsidiary, Cella's Confections Inc., produces a chocolate covered cherry under the registered trademark "Cella's."
In 1988, the Company acquired the Charms Company. This candy manufacturer produces lollipops, including bubble gum-filled lollipops, and hard candy. The majority of the Company's products are sold under the registered trademarks "Charms," "Blow-Pop," "Blue Razz," and "Zip-A-Dee-Doo-Da-Pops."
On October 15, 1993, the Company acquired Cambridge Brands, Inc. which was the former Chocolate/Caramel Division of Warner Lambert. Cambridge Brands, Inc. produces various confectionery products under the registered trademarks "Junior Mint," "Charleston Chew," "Sugar Babies," "Sugar Daddy," and "Pom Poms."
The Company's products are marketed in a variety of packages designed to be suitable for display and sale in different types of retail outlets and vending machines and fund-raising religious and charitable organizations. They are distributed through approximately 100 candy and grocery brokers and by the Company itself to approximately 15,000 customers throughout the
United States. These customers include wholesale distributors of candy and groceries, supermarkets, variety stores, chain grocers, drug chains, discount chains, cooperative grocery associations, warehouse and membership club stores, vending machine operators, and fund-raising religious and charitable organizations.
The Company's principal markets are in the United States, Canada and Mexico. The Company's Mexican plant supplies a very small percentage of the products marketed in the United States and Canada.
The Company has advertised nationally for many years. Although nearly all advertising media have been used at one time or another, at present most of the Company's advertising expenditures are for the airing of network and syndicated TV and cable and spot television on major markets throughout the country.
The domestic candy business is highly competitive. The Company competes primarily with other manufacturers of bar candy and candy of the type sold in variety, grocery and convenience stores. Although accurate statistics are not available, the Company believes it is among the ten largest domestic manufacturers in this field. In the markets in which the Company competes, the main forms of competition comprise brand recognition as well as a fair price for our products at various retail price points.
Sale of candy products may be influenced to some extent by discussions of and effect on dental health and weight.
The Company did not have a material backlog of firm orders at the end of the calendar years 1993 or 1992.
All raw materials used by the Company are readily obtainable from a number of suppliers at competitive prices. The average cost of most major raw materials remained relatively stable in 1993 compared to 1992. It is not possible to project future changes in the price of raw materials. The Company has engaged in hedging transactions in sugar and corn and may do so in the future if and when advisable. From time to time the Company changes the size of certain of its products, which are usually sold at standard retail prices, to reflect significant changes in raw material costs.
The Company does not hold any material patents, licenses, franchises or concessions. The Company's major trademarks are registered in the United States and in many other countries. Continued trademark protection is of material importance to the Company's business as a whole.
The Company does not expend significant amounts on research or development activities.
Compliance with Federal, State and local provisions which have been enacted or adopted regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, has not had a material effect on the capital expenditures, earnings or competitive position of the Company nor does the Company anticipate any such material effects from presently enacted or adopted regulations.
The Company employs approximately 1,700 persons.
The Company has found that its sales normally maintain a consistent level throughout the year except for a substantial upsurge in the third quarter which reflects sales in anticipation of Halloween. In anticipation of this high sales period, the Company generally begins its Halloween inventory build up in the second quarter of each year. The Company historically offers extended credit terms for sales made under Halloween sales programs. Each year, after Halloween receivables have been paid, the Company invests funds in various temporary cash investments.
For a summary of sales, net earnings and assets of the Company by geographic area and additional information regarding the foreign subsidiaries of the Company, see Note 11 of the Notes to Consolidated Financial Statements on Page 15 of the Company's Annual Report to Shareholders for the year ended December 31, 1993 (the "1993 Report") and on Page 4 of the 1993 Report under the section entitled "International." Note 11 and the aforesaid section are incorporated herein by reference. Portions of the 1993 Report are filed as an exhibit to this report.
ITEM 2.
ITEM 2. PROPERTIES.
The Company owns its principal plant and offices which are located in Chicago, Illinois in a building consisting of approximately 2,200,000 square feet. The Company utilizes approximately 1,800,000 square feet for offices, manufacturing and warehousing facilities and leases, or has available to lease to third parties, approximately 400,000 square feet.
In addition to owning the principal plant and warehousing facilities mentioned above, the Company leases manufacturing and warehousing facilities at a second location in Chicago which comprises 80,600 square feet. The lease is renewable by the Company every five years through June, 2011. The Company also periodically leases additional warehousing space at this second location as needed on a month to month basis.
Cella's Confections, Inc., a subsidiary, owns a facility in New York City, containing approximately 43,000 square feet. This facility consists of manufacturing, warehousing and office space on three floors containing approximately 33,200 square feet with a below surface level of approximately 9,800 square feet.
Charms Company, a subsidiary, owns a facility in Covington, Tennessee, containing approximately 267,000 square feet of manufacturing, warehousing and office space.
Cambridge Brands, Inc., a subsidiary, owns a facility in Cambridge, Massachusetts, containing approximately 145,000 square feet. The facility consists of manufacturing, warehousing and office space on five floors.
The Company also owns property and a plant with manufacturing, warehousing and office space in Mexico City, Mexico, consisting of approximately 57,000 square feet plus parking lot and yard area comprising approximately 25,000 square feet.
The Company owns the production machinery and equipment located in the plants in Chicago, New York, Covington (Tennessee), Cambridge (Massachusetts) and Mexico City, except for approximately $7 million of equipment in Covington, Tennessee under an operating lease. The Company considers that all of its facilities are well maintained, in good operating condition and adequately insured.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
There are no material pending legal proceedings known to the Company to which the Company or any of its subsidiaries is a party or of which any of their property is the subject.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of the Company's shareholders through the solicitation of proxies or otherwise during the fourth quarter of 1993.
ADDITIONAL ITEM. EXECUTIVE OFFICERS OF THE REGISTRANT.
See the information on Executive Officers set forth in the table in Part III, Item 10, Page 6 of this report, which is incorporated herein by reference.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Company's Common Shares are traded on the New York Stock Exchange.The Company's Class B Common Shares are subject to restrictions on transfer and no market exists for such shares. The Class B Common Shares are convertible at the option of the holder into Common Shares on a share for share basis. As of March 11, 1994, there were approximately 9,500 holders of record of Common and Class B Common Shares. For information on the market price of, and dividends paid with respect to, the Company's Common Shares, see the section entitled "1993-1992 Quarterly Summary of Tootsie Roll Industries, Inc. Stock Prices and Dividends" which appears on Page 16 of the 1993 Report.
This section is incorporated herein by reference and filed as an exhibit to this report.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA.
See the section entitled "Five Year Summary of Earnings and Financial Highlights" which appears on Page 17 of the 1993 Report. This section is incorporated herein by reference and filed as an exhibit to this report.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
See the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" on Pages 5-7 of the 1993 Report. This section is incorporated herein by reference and filed as an exhibit of this report.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements, together with the report thereon of Price Waterhouse dated February 17, 1994, appearing on Pages 8-15 of the 1993 Report and the Quarterly Financial Data on Page 16 of the 1993 Report are incorporated by reference in this report. With the exception of the aforementioned information and the information incorporated in Items 1, 5, 6 and 7, the 1993 Report is not to be deemed filed as part of this report.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
See the information with respect to the Directors of the Company which is set forth in the section entitled "Election of Directors" of the Company's Definitive Proxy Statement to be used in connection with the Company's 1994 Annual Meeting of Shareholders (the "1994 Proxy Statement"). Except for the last paragraph of this section relating to the compensation of Directors, this section is incorporated herein by reference. The 1994 Proxy Statement will be filed with the Securities and Exchange Commission on or before April 30, 1994.
The following table sets forth the information with respect to the executive officers of the Company:
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
See the information set forth in the section entitled "Executive Compensation and Other Information" of the Company's 1994 Proxy Statement. Except for the "Report on Executive Compensation" and "Performance Graph," this section of the 1994 Proxy Statement is incorporated herein by reference. See the last paragraph of the section entitled "Election of Directors" of the 1994 Proxy Statement, which paragraph is incorporated herein by reference. The 1994 Proxy Statement will be filed with the Securities and Exchange Commission on or before April 30, 1994.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
For information with respect to the beneficial ownership of the Company's Common and Class B Common shares by the beneficial owners of more than 5% of said shares and by the management of the Company, see the sections entitled "Ownership of Common Stock and Class B Common Stock by Certain Beneficial Owners" and "Ownership of Common Stock and Class B Common Stock by Management" of the 1994 Proxy Statement. These sections of the 1994 Proxy Statement are incorporated herein by reference. The 1994 Proxy Statement will be filed with the Securities and Exchange Commission on or before April 30, 1994.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Daniel G. Ross, a director of the Company, is a member of the law firm of Becker, Ross, Stone, DeStefano & Klein, which has served as general counsel to the Company for many years.
PART IV
Item 14.
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) Financial Statements.
The following financial statements and schedules are filed as part of this report:
(1) Financial Statements (filed herewith as part of Exhibit 13):
Report of Independent Accountants
Consolidated Statements of Earnings and Retained Earnings for the three years ended December 31, 1993
Consolidated Statements of Cash Flows for the three years ended December 31,
Consolidated Statements of Financial Position at December 31, 1993 and 1992
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules:
Report of Independent Accountants on Financial Statement Schedules
For the year ended December 31, 1993-
I - Marketable Securities - Other Investments
For the three years ended December 31, 1993-
V- Property, Plant and Equipment VI- Accumulated Depreciation and Amortization of Property, Plant and Equipment VIII- Valuation and Qualifying Accounts IX- Short-Term Borrowings X- Supplementary Income Statement Information
All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
(3) Exhibits required by Item 601 of Regulation S-K:
See Index to Exhibits which appears following Financial Schedule X.
(b) Reports on Form 8-K
The Company filed a Report on Form 8-K dated October 15, 1993 and a Report on Form 8-K/A (Amendment No. 1) dated October 15, 1993, which described the acquisiton by the Company of the chocolate/caramel division of Warner-Lambert Company. The Report on Form 8-K/A filed the financial statements of the acquired company and unaudited pro forma financial statements of the Company.
No other reports on Form 8-K were filed during the quarter ended December 31, 1993.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, Tootsie Roll Industries, Inc., has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TOOTSIE ROLL INDUSTRIES, INC.
By S/ MELVIN J. GORDON ------------------------------- Melvin J. Gordon, Chairman of the Board of Directors and Chief Executive Officer
Date: March 28, 1994 -----------------------
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
S/MELVIN J. GORDON - ------------------ Chairman of the Board Melvin J. Gordon of Directors and Chief Executive Office (principal executive officer) March 28, 1994
S/ELLEN R. GORDON - ----------------- Director, President, Ellen R. Gordon and Chief Operating Officer March 28, 1994
S/DANIEL G. ROSS - ----------------- Director March 28, 1994 Daniel G. Ross
- ------------------- Charles W. Seibert Director March 28, 1994
S/WILLIAM TOURETZ - ----------------- Director & Secretary William Touretz March 28, 1994
- -------------------- Lana Jane Lewis-Brent Director March 28, 1994
G.HOWARD EMBER JR. - -------------------- Vice President, Finance G. Howard Ember Jr. (principal financial officer and principal accounting officer) March 28, 1994
REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULES
To the Directors and Shareholders of Tootsie Roll Industries, Inc.
Our audit of the consolidated financial statements referred to in our report dated February 17, 1994 appearing on Page 15 of the 1993 Annual Report to Shareholders of Tootsie Roll Industries, Inc., (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedules listed in Item 14(a) of this Form 10-K. In our opinion, these financial statement schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated Financial Statements Schedules listed in Item 14(a) of this Form 10-K. In our opinion, these Financial Statement Schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.
/s/ PRICE WATERHOUSE
PRICE WATERHOUSE Chicago, Illinois February 17, 1994
FINANCIAL SCHEDULES
TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
SCHEDULE I - MARKETABLE SECURITIES - OTHER INVESTMENTS AT DECEMBER 31, 1993
SCHEDULE I - MARKETABLE SECURITIES - OTHER INVESTMENTS AT DECEMBER 31, 1993
SCHEDULE I - MARKETABLE SECURITIES - OTHER INVESTMENTS AT DECEMBER 31, 1993
TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
SCHEDULE VI - ACCUMULATED DEPRECIATION AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS DECEMBER 31, 1993, 1992 AND 1991
TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
SCHEDULE IX - SHORT-TERM BORROWINGS FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 and 1991
TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
INDEX TO EXHIBITS
2.1 Asset Sale Agreement dated September 29, 1993 between Warner-Lambert Company and the Company, including a list of omitted exhibits and schedules. Incorporated by reference to Exhibit 2 to the Company's Report on Form 8-K dated October 15, 1993; Commission File No. 1-1361.
The Company hereby agrees to provide the Commission, upon request, copies of any omitted exhibits or schedules required by Item 601(b)(2) of Regulation S-K.
3.1 Articles of Incorporation. Incorporated by reference to Exhibit 2.1 to Company's Registration Statement on Form 8-A dated February 29, 1988.
3.1.1 Articles of Amendment of the Articles of Incorporation dated May 2, 1988. Incorporated by reference to Exhibit 3.1.1 of the Company's Annual Report on Form 10-K for the year ended December 31, 1988; Commission File No. 1-1361.
3.1.2 Articles of Amendment of the Articles of Incorporation dated May 7, 1990. Incorporated by reference to Exhibit 3.1.2 of the Company's Annual Report on Form 10-K for the year ended December 31, 1990; Commission File No. 1-1361.
3.2 By-Laws. Incorporated by reference to Exhibit 2.2 to Company's Registration Statement of Form 8-A dated February 29, 1988.
3.3 Specimen Class B Common Stock Certificate. Incorporated by reference to Exhibit 1.1 to Company's Registration Statement on Form 8-A dated February 29, 1988.
10.5* Consultation Agreement between the Company and William Touretz dated December 21, 1979. Incorporated by reference to Exhibit 10.5 of the Company's Annual Report on Form 10-K for the year ended December 31, 1992; Commission File No. 1-1361.
INDEX TO EXHIBITS (CONTINUED)
10.5.1* Modification Agreement between the Company and William Touretz dated as of December 5, 1984. Incorporated by reference to Exhibit 10.5.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1984; Commission File No. 1-1361.
10.5.2* Modification Agreement between the Company and William Touretz dated as of December 13, 1985. Incorporated by reference to Exhibit 10.5.2 of the Company's Annual Report on Form 10-K for the year ended December 31, 1985; Commission File No. 1-1361.
10.5.3* Modification Agreement between the Company and William Touretz dated as of December 17, 1986. Incorporated by reference to Exhibit 10.5.3 of the Company's Annual Report on Form 10-K for the year ended December 31, 1986; Commission File No. 1-1361.
10.8.1* Excess Benefit Plan. Incorporated by reference to Exhibit 10.8.1 of the Company's Annual Report on Form 10-K for the year ended December 31, 1990; Commission File No. 1-1361.
10.8.2* Career Achievement Plan of the Company.
10.17* Family Security Agreement between the Company and G. Howard Ember dated March 5, 1992. Incorporated by reference to Exhibit 10.17 of the Company's Annual Report on Form 10-K for the year ended December 31, 1991; Commission File No. 1-1361.
INDEX TO EXHIBITS (CONTINUED)
10.12* Split Dollar Agreements (Special Trust and Daughters Revocable Trust) between the Company and trustee of Trust dated July 10, 1993.
10.18* Family Security Agreement between the Company and John W. Newlin dated October 30, 1986. Incorporated by reference to Exhibit 10.18 of the Company's Annual Report on Form 10-K for the year ended December 31, 1986; Commission File No. 1-1361.
10.19* Family Security Agreement between the Company and Thomas E. Corr dated November 18, 1986. Incorporated by reference to Exhibit 10.19 of the Company's Annual Report on Form 10-K for the year ended December 31, 1986; Commission File No. 1-1361.
10.20* Family Security Agreement between the Company and James M. Hunt dated August 26, 1993.
13 The following items incorporated by reference herein from the Company's 1993 Annual Report to Shareholders for the year ended December 31, 1993 (the "1993 Report"), are filed as Exhibits to this report:
(i) Information under the section entitled "International" set forth on Page 4 of the 1993 Report;
(ii) Information under the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" set forth on Pages 5-7 of the 1993 Report;
(iii) Consolidated Statements of Earnings and Retained Earnings for the three years ended December 31, 1993 set forth on Page 8 of the 1993 Report;
INDEX TO EXHIBITS (CONTINUED)
(iv) Consolidated Statements of Financial Position at December 31, 1993 and 1992 set forth on Pages 9-10 of the 1993 Report;
(v) Consolidated Statements of Cash Flow for the three years ended December 31, 1993 set forth on Page 11 of the 1993 Report;
(vi) Notes to Consolidated Financial Statements set forth on Pages 12-15 of the 1993 Report;
(vii) Report of Independent Accountants set forth on Page 15 of the 1993 Report;
(viii) Quarterly Financial Data set forth on Page 16 of the 1993 Report;
(ix) Information under the section entitled "1993-1992 Quarterly Summary of Tootsie Roll Industries, Inc. Stock Prices and Dividends" set forth on Page 16 of the 1993 Report; and
(x) Information under the section entitled "Five Year Summary of Earnings and Financial Highlights" set forth on Page 17 of the 1993 Report.
21 List of Subsidiaries of the Company.
- ------------------
* Executive compensation plan or arrangement.