Tootsie Roll Industries(TR) - 2020 Q4 - Annual Report

Part I Business The company operates solely in the confectionery segment, with business defined by North American markets, brand competition, Halloween-driven seasonality, and high customer concentration - The company operates in a single business segment: the manufacture and sale of confectionery products, with key brands including TOOTSIE ROLL, TOOTSIE POPS, and JUNIOR MINTS[10] - Products are sold through approximately 30 brokers and directly to 2,000 customers, including wholesale distributors, supermarkets, and mass merchandisers[11] - The business experiences seasonality, with sales increasing in the third quarter for Halloween, requiring inventory and workforce build-up in the second and third quarters[21] Customer Concentration (as % of Net Product Sales) | Customer | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | Wal-Mart Stores, Inc | 23.5% | 24.2% | 24.1% | | Dollar Tree, Inc | 11.7% | 11.3% | 11.2% | | McLane Company, Inc | 22.1% | 17.7% | 17.4% | Risk Factors The company faces industry-wide risks from the Covid-19 pandemic and commodity prices, and specific risks from customer dependency and a critical status pension plan Industry-Wide Risk Factors Industry-wide risks include the Covid-19 pandemic's impact on demand, commodity price volatility, intense competition, and potential cybersecurity threats - The Covid-19 pandemic has negatively impacted business by reducing demand and altering consumer behavior, especially for seasonal sales like Halloween[27][32] - The company is exposed to price volatility for principal ingredients, which are subject to market conditions and climate change, and may not be able to offset price increases[34] - The company faces risks from intense competition, pricing pressure from retail customers, and the need to adapt to changing consumer preferences[34][36] Company-Specific Risk Factors Specific risks include a multi-employer pension plan in 'critical and declining status,' reliance on a single manufacturing facility, and high customer concentration - The company participates in a multi-employer pension plan that is in 'critical and declining status' and is expected to become insolvent, posing a significant potential withdrawal liability[39] - The majority of products are manufactured in a single facility, making the company vulnerable to disruptions that could lead to a loss of market share[39] - The company has high customer concentration risk, with its largest customers accounting for approximately 37.5% of 2020 net product sales[46] - The company is a controlled company, as the Gordon family's share ownership represents a majority of the combined voting power[46] Unresolved Staff Comments The company reports no unresolved staff comments - None[44] Properties The company owns its principal 2.35 million sq ft facility in Chicago and other properties in North America and Spain, with most equipment being company-owned - The main facility is an owned 2,354,000 sq ft building in Chicago, IL, with an additional 137,000 sq ft facility in Chicago being leased[47] Other Owned Principal Facilities | Location | Square Feet (approx) | | :--- | :--- | | Covington, Tennessee | 685,000 | | Cambridge, Massachusetts | 142,000 | | Delavan, Wisconsin | 162,000 | | Concord, Ontario, Canada | 280,500 | | Mexico City, Mexico | 90,000 | | Barcelona, Spain | 93,000 | Legal Proceedings The company does not expect current legal proceedings to materially affect its financial condition, operations, or cash flows - In the opinion of the Company, active or threatened legal proceedings are not expected to have a material effect on the Company's financial condition, results of operations or cash flows[51] Mine Safety Disclosures The company reports no mine safety disclosures - None[53] Part II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The company's stock (NYSE: TR) underperformed key indices, while consistent cash and stock dividends were paid and share repurchases were made in Q4 2020 Issuer Purchases of Equity Securities (Q4 2020) | Period | Total Number of Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | Oct 1 to Oct 31 | 165,000 | $31.01 | | Nov 1 to Nov 30 | 111,062 | $30.80 | | Dec 1 to Dec 31 | — | — | | Total | 276,062 | $30.92 | - The company paid a quarterly cash dividend of $0.09 per share throughout 2020 and 2019, supplemented by a 3% stock dividend each year[58] - Over five years, a $100 investment in the Company's stock grew to $114.84, underperforming the S&P 500 ($203.04) and a peer index ($131.47)[61] Selected Financial Data The five-year summary shows a drop in 2020 net sales to $467.4 million and net earnings to $59.0 million, while maintaining consistent dividend payouts Five Year Summary of Earnings and Financial Highlights (in thousands, except per share data) | | 2020 | 2019 | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | :--- | :--- | | Net product sales | $467,427 | $523,616 | $515,251 | $515,674 | $517,373 | | Net earnings attributable to Tootsie Roll Industries, Inc | $58,995 | $64,920 | $56,893 | $80,864 | $67,510 | | Net earnings per share | $0.89 | $0.96 | $0.84 | $1.17 | $0.97 | | Cash dividends declared per share | $0.36 | $0.36 | $0.36 | $0.36 | $0.36 | | Total assets | $984,558 | $977,864 | $947,361 | $930,946 | $920,101 | - Net earnings in 2017 included a favorable one-time adjustment of $20.3 million ($0.29 per share) due to the U.S. Tax Cuts and Jobs Act[64] Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) The company maintains a strong financial position despite a 10.7% sales decline in 2020 due to the COVID-19 pandemic, which impacted gross margins and net earnings Financial Condition The company maintains a strong financial position with $429.0 million in cash and investments, and a slight increase in shareholders' equity to $763.3 million Key Financial Position Indicators (in thousands) | Indicator | Dec 31, 2020 | Dec 31, 2019 | | :--- | :--- | :--- | | Cash, Cash Equivalents & Investments | $428,951 | $392,435 | | Net Working Capital | $250,851 | $273,786 | | Shareholders' Equity | $763,327 | $759,854 | - The company has a straightforward financial structure with no special financing arrangements or off-balance sheet entities[71] Results of Operations: 2020 vs. 2019 In 2020, net sales fell 10.7% to $467.4 million and net earnings fell 9.1% to $59.0 million, primarily due to the COVID-19 pandemic's impact on consumer behavior 2020 vs. 2019 Performance (in thousands) | Metric | 2020 | 2019 | % Change | | :--- | :--- | :--- | :--- | | Net Product Sales | $467,427 | $523,616 | (10.7)% | | Product Gross Margin | $167,717 | $194,514 | (13.8)% | | Earnings from Operations | $58,244 | $69,214 | (15.8)% | | Net Earnings | $58,995 | $64,920 | (9.1)% | | EPS | $0.89 | $0.96 | (7.3)% | - The sales decline was attributed to the Covid-19 pandemic, which disrupted lifestyles, shopping habits, and curtailed group events[72] - The effective income tax rate decreased to 22.7% in 2020 from 24.1% in 2019, reflecting more favorable foreign tax rates[87] Results of Operations: 2019 vs. 2018 In 2019, net sales grew 1.6% to $523.6 million, and net earnings increased 14% to $64.9 million, driven by successful marketing and improved price realization 2019 vs. 2018 Performance (in thousands) | Metric | 2019 | 2018 | % Change | | :--- | :--- | :--- | :--- | | Net Product Sales | $523,616 | $515,251 | 1.6% | | Adjusted Earnings from Operations | $80,506 | $69,379 | 16.0% | | Net Earnings | $64,920 | $56,893 | 14.1% | | EPS | $0.96 | $0.84 | 14.3% | - Gross margin in 2019 benefited from increased sales, higher price realization, and plant efficiencies from capital investments[105] - The effective tax rate increased from 22.4% in 2018 to 24.1% in 2019, primarily due to higher state income taxes[111] Liquidity and Capital Resources Operating cash flow decreased to $74.7 million in 2020, while investing activities provided cash, and financing activities used $55.8 million for dividends and buybacks Cash Flow Summary (in thousands) | Cash Flow Activity | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | Net cash from operating activities | $74,710 | $100,221 | $100,929 | | Net cash from (used in) investing activities | $9,501 | $(15,009) | $(44,510) | | Net cash used in financing activities | $(55,846) | $(57,187) | $(42,353) | - Capital expenditures were $18.0 million in 2020, with a commitment of approximately $25.0 million for a future plant rehabilitation project[115] - The company purchased and retired $32.1 million of its common stock and paid $23.8 million in cash dividends during 2020[117] Critical Accounting Policies and Estimates Management identifies critical accounting policies requiring significant judgment, including revenue recognition, intangible asset valuation, and income tax estimates - Intangible assets, primarily goodwill and trademarks, are tested for impairment annually, with no impairments recorded in 2020, 2019, or 2018[122][81] - For certain trademarks, a 100 basis point increase in the discount rate would reduce fair value by 18%, but would not result in impairment as of year-end 2020[196][83] - The company records valuation allowances for deferred tax assets when realization is not 'more-likely-than-not,' particularly for its Spanish subsidiary[129][88] Market Risks The company is exposed to commodity price, interest rate, equity price, and foreign currency risks, which are managed through hedging and other financial instruments - The company faces commodity price risk for ingredients like sugar and cocoa, using futures contracts and supply agreements to mitigate this risk[137][140] - Interest rate risk is managed by investing in marketable securities with short maturities and variable rate demand notes[142][143] Open Contractual Commitments as of December 31, 2020 (in thousands) | Commitment Type | Total | Less than 1 Year | 1 to 3 Years | More than 5 Years | | :--- | :--- | :--- | :--- | :--- | | Commodity hedges | $4,010 | $4,010 | $— | $— | | Foreign currency hedges | $6,391 | $3,195 | $3,196 | $— | | Purchase obligations | $5,958 | $5,958 | $— | $— | | Interest bearing debt | $7,500 | $— | $— | $7,500 | | Operating leases | $869 | $684 | $185 | $— | | Total | $24,728 | $13,847 | $3,381 | $7,500 | Quantitative and Qualitative Disclosures About Market Risk This section incorporates by reference the information provided under the 'Market Risks' caption in the preceding MD&A section - The information required by this item is included under the caption "Market Risk" in Item 7[153] Financial Statements and Supplementary Data This section presents management's report on effective internal controls, the independent auditor's unqualified opinion, and the consolidated financial statements Management's Report on Internal Control Over Financial Reporting Management concluded that its internal control over financial reporting was effective as of December 31, 2020, based on the COSO framework - Management concluded that the Company's internal control over financial reporting was effective as of December 31, 2020[154] Report of Independent Registered Public Accounting Firm The independent auditor issued an unqualified opinion on the financial statements and internal controls, identifying the Trademark Impairment Assessment as a critical audit matter - The auditor, Grant Thornton LLP, expressed an unqualified opinion on the financial statements and the effectiveness of internal control over financial reporting[158] - The Trademark Impairment Assessment was identified as a critical audit matter due to significant management judgment in forecasting revenues, margins, and discount rates[166][167] Consolidated Financial Statements The financial statements detail a decline in 2020 sales and earnings, a strong balance sheet with $984.6 million in assets, and reduced operating cash flow Consolidated Earnings Summary (in thousands) | | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | Net product sales | $467,427 | $523,616 | $515,251 | | Earnings from operations | $58,244 | $69,214 | $70,482 | | Net earnings attributable to Tootsie Roll Industries, Inc | $58,995 | $64,920 | $56,893 | Consolidated Financial Position Summary (in thousands) | | Dec 31, 2020 | Dec 31, 2019 | | :--- | :--- | :--- | | Total current assets | $320,872 | $353,330 | | Net property, plant and equipment | $187,328 | $188,455 | | Total assets | $984,558 | $977,864 | | Total current liabilities | $70,021 | $79,544 | | Total Tootsie Roll Industries, Inc shareholders' equity | $763,327 | $759,854 | Consolidated Cash Flow Summary (in thousands) | | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | Net cash provided by operating activities | $74,710 | $100,221 | $100,929 | | Net cash provided by (used in) investing activities | $9,501 | $(15,009) | $(44,510) | | Net cash used in financing activities | $(55,846) | $(57,187) | $(42,353) | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[267] Controls and Procedures The CEO and CFO concluded that disclosure controls and procedures were effective, with no material changes to internal controls during the fourth quarter of 2020 - The Company's Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures are effective[268] - There were no changes in the Company's internal control over financial reporting during the fourth quarter of 2020 that have materially affected, or are reasonably likely to materially affect, internal controls[271] Other Information The company reports no other information - None[269] Part III Directors, Executive Officers and Corporate Governance This section provides information on executive officers and incorporates details on directors and governance by reference from the 2021 Proxy Statement Executive Officers | Name | Position | Age | | :--- | :--- | :--- | | Ellen R Gordon | Chairman of the Board and Chief Executive Officer | 89 | | G Howard Ember Jr | Vice President/Finance | 68 | | Stephen P Green | Vice President/Manufacturing | 62 | | Kenneth D Naylor | Vice President/Marketing and Sales | 61 | | Barry P Bowen | Treasurer | 65 | - Information regarding Directors and Section 16(a) compliance is incorporated by reference from the 2021 Proxy Statement[273] Executive Compensation Information regarding executive and director compensation is incorporated by reference from the company's 2021 Proxy Statement - Information is incorporated by reference from the Company's 2021 Proxy Statement[276] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Details on security ownership are incorporated by reference from the 2021 Proxy Statement, and the company has no equity compensation plans - Information regarding security ownership is incorporated by reference from the Company's 2021 Proxy Statement[277] Certain Relationships and Related Transactions, and Director Independence Information on related transactions is incorporated by reference, and the board has determined that its three non-management directors are independent - The board of directors has determined that non-management directors Mr Seibert, Ms Wardynski, and Ms Lewis-Brent are independent[280] Principal Accounting Fees and Services Information regarding fees paid to the independent auditor is incorporated by reference from the company's 2021 Proxy Statement - Information is incorporated by reference from the Company's 2021 Proxy Statement[280] Part IV Exhibits, Financial Statement Schedules This section lists the financial statements and schedules filed with the Form 10-K, including Schedule II - Valuation and Qualifying Accounts and Reserves - The financial statements from Item 8 are listed as part of this item[281] - Financial Statement Schedule II - Valuation and Qualifying Accounts and Reserves is included with the Form 10-K[282] Form 10-K Summary The company provides no Form 10-K summary - None[284]