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CHKSUMContent: No Content30750 Tootsie Roll Covers.indd 1Layout: 4010Graphics: 13495CLEAN3/4/21 2:19:02 PM
Toppan Merrill - Tootsie Roll Annual Report ED 105212 22-Feb-21 16:34 21-7065-1.ba Sequence: 1CHKSUM Content: 10894 Layout: 30412 Graphics: 63729CLEANCorporate ProfileTootsie Roll Industries, Inc. has been engaged in themanufacture and sale of confectionery products forover 120 years. Our products are primarily sold underthe familiar brand names: Tootsie Roll, Tootsie Roll Pops,Caramel Apple Pops, Child’s Play, Charms, Blow Pop,Blue Razz, Cella’s chocolate covered cherries, Dots,Crows, Junior Mints, Junior Caramels, CharlestonChew, Sugar Daddy, Sugar Babies, Andes, Fluffy Stuffcotton candy, Dubble Bubble, Razzles, Cry Baby andNik-L-Nip.Corporate PrinciplesWe believe that the differences among companies areattributable to the caliber of their people, and thereforewe strive to attract and retain superior people for eachjob.We believe that an open family atmosphere at workcombined with professional management fosterscooperation and enables each individual to maximizehis or her contribution to the Company and realize thecorresponding rewards.We do not jeopardize long-term growth for immediate,short-term results.We maintain a conservative financial posture in thedeployment and management of our assets.We invest in the latest and most productive equipmentto deliver the best quality product to our customers atthe lowest cost.We seek to outsource functions where appropriate andto vertically integrate operations where it is financiallyadvantageous to do so.We view our well known brands as prized assets to beaggressively advertised and promoted to each newgeneration of consumers.We conduct business with the highest ethicalstandards and integrity which are codified in theCompany’s “Code of Business Conduct and Ethics.”We run a trim operation and continually strive toeliminate waste, minimize cost and implementperformance improvements.Financial HighlightsToppan Merrill - Tootsie Roll Annual Report ED 105212 22-Feb-21 16:34 21-7065-1.za Sequence: 1CHKSUM Content: 9744 Layout: 48160 Graphics: 24428Board of DirectorsOffices, PlantsEllen R. GordonExecutive Offices7401 S. Cicero Ave.Chicago, Illinois sseeMassachusettsWisconsinOntario, CanadaMexico City, MexicoBarcelona, SpainForeign Sales OfficesMexico City, MexicoOntario, CanadaChairman of the Board andChief Executive OfficerVirginia L. GordonPrivate InvestorLana Jane Lewis-Brent(1)(2)President, Paul BrentDesigner, Inc., an artpublishing, design andlicensing companyBarre A. Seibert(1)(2)Retired First Vice President,Washington Mutual BankPaula M. Wardynski(1)(2)Former Senior VicePresident—Finance,Twenty-First Century FoxAudit Committee(1)Barcelona, SpainCompensation Committee(2)Other InformationOfficersEllen R. GordonChairman of the Board andChief Executive OfficerKenneth D. NaylorVice President,Marketing & SalesG. Howard Ember, Jr.Vice President, Finance &Chief Financial OfficerStephen P. GreenVice President, ManufacturingBarry P. BowenTreasurer & AssistantSecretaryRichard F. BerezewskiControllerStock ExchangeNew York StockExchange, Inc.(Since 1922)Stock IdentificationTicker Symbol: TRCUSIP No. 890516 10-7Stock Transfer Agent andStock RegistrarAmerican Stock Transferand Trust CompanyOperations Center6201 15th AvenueBrooklyn, NY 112191-800-710-0932www.amstock.comIndependent RegisteredPublic Accounting FirmGrant Thornton LLP171 North Clark Street,Suite 200Chicago, IL 60601General CounselAronberg Goldgehn Davis &Garmisa330 North Wabash AvenueChicago, IL 60611Annual Meeting2020December 31,CLEAN2019May 3, 2021One James Center, Suite 200901 East Cary StreetRichmond, VA 23219(in thousands except per share data)Net Product Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Net Earnings Attributable to Tootsie Roll Industries, Inc. . . . . . . . . . . . . . . . . .Working Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Net Property, Plant and Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Shareholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Average Shares Outstanding* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Per Share Items*Net Earnings Attributable to Tootsie Roll Industries, Inc. . . . . . . . . . . . . . . . . .Cash Dividends Paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 467,42758,995250,851187,328763,32766,512 523,61664,920273,786188,455759,85467,416 0.890.36 0.960.36*Adjusted for stock dividends.Printed on recycled paper.JOB: 21-7065-1 CYCLE#;BL#: 1; 0TRIM: 8.50" x 11.00" AS: Chicago: 877-427-2185COLORS: Yellow, Cyan, note-color 2, Black, Magenta GRAPHICS: Tootsie roll candy logo.eps V1.530750 Tootsie Roll Covers.indd 2JOB: 21-7065-1 CYCLE#;BL#: 1; 0TRIM: 8.50" x 11.00" AS: Chicago: 877-427-2185COLORS: Yellow, Cyan, note-color 2, Black, Magenta GRAPHICS: tootsie com 4c photo.eps, tr listed nyse k logo.eps, recycled logo.eps V1.53/4/21 2:19:02 PM
To OurShareholdersEllen R. Gordon, Chairman and Chief Executive OfficerNet product sales in 2020 were 467.4 million, as compared to2019 net product sales of 523.6million, a decline of 56.2 millionor 10.7%. Net earnings were 59.0 million in 2020 as comparedto 64.9 million in 2019, a declineof 5.9 million or 9.1%. Earningsper share in 2020 were 0.89compared to 0.96 in 2019, a decline of 7.3%. The lower percentage decline in earnings per shareis due to fewer shares outstandingin 2020 as a result of stock buybacks.shut down, certain channels oftrade where the Company hashistorically sold its products. Asthe pandemic is global in nature,these effects were experienced inall markets, domestic and foreign.Response to the pandemic resulted in in the disruption andchanges in lifestyles, shoppinghabits and daily work routines.All of these elements dampenedplanned consumer purchasesof the Company’s products forsharing and give away occasionsas well as impulse purchases ofSales and earnings were adverse- the Company’s products at retailly impacted by the widespreadoutlets. Many of the Compaeffects of the Covid-19 pandemic, ny’s products are consumed atincluding mandates issued bygroup events, outings, paradesstate, local, federal and foreignand other gatherings which weregovernments and agencies. The significantly curtailed and in many“closing” of the economy curtailed, cases cancelled altogether dueto the potential for spreading theand at times completelyCovid-19 virus.
The gum category, in which we compete with ourDubble Bubble brand, was impacted by the pandemic in several ways. Sales of regular chewinggum generally declined throughout the categorydue to lessened concerns about fresh breath due tomask wearing and social distancing. Sales of Dubble Bubble were likewise affected but for a slightlydifferent reason---as one consumer sagely reported,you can’t blow a bubble wearing a mask! Sales ofgumballs, which are widely distributed in the bulkvending format under the Dubble Bubble brand, alsodeclined to due sharply reduced foot traffic in retailoutlets where gumball machines are typically found.Halloween is traditionally our largest selling seasonof the year with third quarter sales almost double that of any other quarter. As this season approached, we watched with concern as trick-or-treating and other seasonal festivities were in jeopardyof being cancelled altogether. Fortunately, the allureof this magical season prevailed to a certain extent.As this unfolded, retail sales of our iconic brandsand popular assortments eventually picked up, andwe achieved acceptable sell throughs at most retailoutlets.Despite the challenging conditions in 2020, the Company’s longstanding, conservative approach to itsfinances enabled us to continue operations withoutinterruption. During 2020, we paid cash dividends of36 cents per share and again distributed a 3% stockdividend. This was the seventy-eighth consecutiveyear the Company has paid cash dividends and thefifty-sixth consecutive year that a stock dividend wasdistributed. We also repurchased 982,316 shares ofour common stock on the open market for an aggregate price of 32.1 million.Although the Covid-19 pandemic was extraordinary, challenges of one sort or another are endemicto business. As a value oriented confectioner, wealways endeavor to keep our operations lean so thatwe can profitably deliver maximum value to retailersand consumers regardless of external circumstances. Accordingly, we strive to implement measuresthat improve every aspect of our operations. Wetake a long-term view of our business, enacting onlythose measures that improve our operating resultswithout jeopardizing the long-term strength of theCompany and its well-known brands.In this regard, capital expenditures were 18.0million in 2020. In addition to new state of the artproduction and packaging equipment at a number
of our plants, a portion of this figure was directed toward infrastructure upgrades and capacity increasesto support growing product lines. We also continueto invest in information technology and we remaincommitted to enhance productivity through the deployment of leading edge business software.We ended 2020 with 347.6 million in cash andinvestments, net of interest bearing debt and investments that hedge deferred compensation liabilities. We remain poised to continue investing in ourbusiness, improving manufacturing productivity andquality, supporting our brands, paying dividends andrepurchasing common stock. We also continue toseek appropriate complementary business acquisitions.During 2020, in response to the pandemic, wequickly implemented extensive new protocols andprocedures to protect the health and safety of ouremployees. For the majority of our office staff, weinstituted a remote work policy and shifted to virtualinteractions for internal meetings as well as customer and vendor interactions.With respect to on-site employees needed forproduction, warehousing and shipping functions,we met or exceeded standards required by federal,state and local government agencies, even as theyevolved. In addition to requiring masks and otherprotective gear, social distancing, and daily temperature screening, we modified operations to thegreatest extent possible to maximize space betweenworkers. This included installation of dividers andother protective equipment where needed andsignificant adjustments to our sanitation practices,especially in rest areas.We were also cognizant of the fact that supplychains across the globe could be extremely straineddue to the pandemic. In response, through carefulplanning and constant communication, our procurement team was able to maintain continuity of supplies and keep our plants running. As a result ofthese and other process improvements and demandplanning activities, we experienced no significantdisruptions to operations and were able to meet allof our customers’ demands throughout the year.Our diverse and highly recognizable brand portfolioremains popular across all trade channels. We havea range of offerings suitable for virtually every majorconsumer group and retail format. During 2020, we
again used carefully executed andchannel-specific promotions todrive sales. These targeted initiatives, directed both to the tradeand to consumers, help to moveour products into distribution andsubsequently to move them off theretail shelf.We find that emphasizing high sellthrough and attractive profit margins to the trade and a high quality,attractive value to the consumeris a winning strategy. The candymarketplace is highly competitiveand we are vigilant in keeping ourproducts contemporary even asthey remain iconic. Our productline undergoes continual refinement in order to retain its appeal toever-evolving preferences and lifestyles.Understandably, in the face of thepandemic and uncertainties oftheir own, customer appetite fornew items or pack configurationswas dampened in 2020 with somenotable exceptions. For example, under the iconic Andes Mintsbrand, we built upon the success ofAndes Snap Bar with the introduction of Andes Snap Bar XL. Thisdelicious 4 ounce bar features 12snappable segments of the familiarAndes crème de menthe centersandwiched between two layers ofchocolaty goodness to “snap off”and enjoy or share. The responseto this entry into the popular largebar category was positive as consumers sought out indulgenceseven as they sheltered in place.During 2020, we achieved a recordlevel of engaging with consumersthrough social media. Numerousgame experiences, banner ads andprize contest entries on Facebook,Twitter, Instagram and Pinterestbuild and strengthen connectionsto our brands and also provide avenue for consumer feedback.This support extends across allmajor brands and, with the increased interest in in-home baking,we increased focus on our popularAndes baking chips. Also, Mr. Owland the long-standing “How ManyLicks” Tootsie Pop message areprominently featured in our socialmedia program and in our television advertising campaigns. Thisrenowned theme has become partof Americana, ranging from crossword puzzles to scientific studies.We remain confident in the stayingpower of our well-known brands,most of which have been established staples in the confectionerymarket for many decades. Weare also confident of the skillsand dedication of our many loyalemployees who quickly adaptedto new ways of working and maintained efficient operations duringthe unprecedented circumstancesof 2020.As well, we appreciate our manycustomers, suppliers, sales brokersand distributors for their supportof the Company and its products.Lastly, we thank our fellow shareholders for their support throughoutthe years and during this mostchallenging time.Ellen R. GordonChairman of the Board and ChiefExecutive Officer
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-K(Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934For the fiscal year ended December 31, 2020OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934For the transition period fromtoCommission file number 1-1361TOOTSIE ROLL INDUSTRIES, INC.(Exact name of Registrant as specified in its charter)Virginia(State or other jurisdiction ofincorporation or organization)22-1318955(IRS Employer Identification No.)7401 South Cicero Avenue, Chicago, Illinois 60629(Address of principal executive offices) (Zip Code)Registrant’s Telephone Number: (773) 838-3400Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading SymbolName of each exchangeon which registeredCommon Stock — Par Value .69-4/9 Per ShareTRNew York Stock ExchangeSecurities registered pursuant to Section 12(g) of the Act: Class B Common Stock — Par Value .69-4/9 Per ShareIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No 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 thepreceding 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 No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation ST (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of theExchange Act.Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No As of February 18, 2021, there were outstanding 38,989,889 shares of Common Stock par value .69-4/9 per share, and 27,011,521 shares of Class B Common Stockpar value .69-4/9 per share.As of June 30, 2020 the aggregate market value of the Common Stock (based upon the closing price of the stock on the New York Stock Exchange on such date) heldby non-affiliates was approximately 597,009,000. Class B Common Stock is not traded on any exchange, is restricted as to transfer or other disposition, but is convertibleinto Common Stock on a share-for-share basis. Upon such conversion, the resulting shares of Common Stock are freely transferable and publicly traded. Assuming all27,024,933 shares of outstanding Class B Common Stock were converted into Common Stock, the aggregate market value of Common Stock held by non-affiliates onJune 30, 2020 (based upon the closing price of the stock on the New York Stock Exchange on such date) would have been approximately 751,335,511. Determination ofstock ownership by non-affiliates was made solely for the purpose of this requirement, and the Registrant is not bound by these determinations for any other purpose.DOCUMENTS INCORPORATED BY REFERENCEPortions of the Company’s Definitive Proxy Statement for the Company’s Annual Meeting of Shareholders (the “2021 Proxy Statement”) scheduled to be heldon May 3, 2021 are incorporated by reference in Part III of this report.
TABLE OF CONTENTSITEM 1.Business3ITEM 1A. Risk Factors5ITEM 1B.Unresolved Staff Comments9ITEM 2.Properties10ITEM 3.Legal Proceedings10ITEM 4.Mine Safety Disclosures10ITEM 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities11ITEM 6.Selected Financial Data13ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations14ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk26ITEM 8.Financial Statements and Supplementary Data26ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure51ITEM 9A. Controls and Procedures51ITEM 9B.Other Information51ITEM 10.Directors, Executive Officers and Corporate Governance52ITEM 11.Executive Compensation52ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters52ITEM 13.Certain Relationships and Related Transactions, and Director Independence53ITEM 14.Principal Accounting Fees and Services53ITEM 15.Exhibits, Financial Statement Schedules53ITEM 16.Form 10-K Summary532
Forward-Looking InformationFrom time to time, in the Company’s statements and written reports, including this report, the Companydiscusses its expectations regarding future performance by making certain “forward-looking statements” within themeaning of the Private Securities Litigation Reform Act of 1995. Forward-looking st
Company’s “Code of Business Conduct and Ethics.” . Andes Snap Bar with the introduc-tion of Andes Snap Bar XL. This delicious 4 ounce bar features 12 snappable segments of the familiar Andes crème de menthe center sandwiched between two layers of chocolaty goodness to “snap off”
All 13 Layouts use White Daisy CS for bases, so you will need 26 sheets for your layouts. Whisper CS #3 4 x 12 Layout B 4 x 12 Layout B 4 x 12 Layout C Whisper CS #4 4 x 12 Layout C 4 x 12 Layout C 4 x 12 Layout C Saffron Letter B&T #1 (letters facing sideways) 6 x 10 ½ Layout A 6 x 8 Layout A 6 x 4 Layout K 6 x 1 ½ Cricut
Oct 30, 2014 · EE501 Lab 6 Layout and Post-layout Simulation Report due: Oct. 30, 2014 Objective: 1. Practice analog layout techniques 2. Practice post-layout simulation Tasks: 1. Layout the two stage amplifier designed in Lab 4(As shown in Fig 1) Common centroid layout of the fi
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Pradeep Sharma, Ryan P. Lively, Benjamin A. McCool and Ronald R. Chance. 2 Cyanobacteria-based (“Advanced”) Biofuels Biofuels in general Risks of climate change has made the global energy market very carbon-constrained Biofuels have the potential to be nearly carbon-neutral Advanced biofuels Energy Independence & Security Act (EISA) requires annual US production of 36 .
