UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, ~~2019~~2020

☐

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 ☒ 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 S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files) 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 emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange 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 revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date (September 30, ~~2019)~~2020).


Class		Outstanding

Common Stock, $0.69-4/9 par value		~~39,019,205~~39,336,109
Class B Common Stock, $0.69-4/9 par value		~~26,299,531~~27,024,737

Securities registered pursuant to Section 12(b) of the Act:


Title of each class:	Trading Symbol	Name of each exchange on which registered:
Common Stock, par value $0.69-4/9 per share	TR	New York Stock Exchange

Table of Contents

TOOTSIE ROLL INDUSTRIES, INC.

SEPTEMBER 30, ~~2019~~2020

INDEX


		Page No.

Part I —	Financial Information

Item 1.	Financial Statements꞉

	Condensed Consolidated Statements of Financial Position	3-4

	Condensed Consolidated Statements of Earnings and Retained Earnings	5

	Condensed Consolidated Statements of Comprehensive Earnings	6

	Condensed Consolidated Statements of Cash Flows	7

	Notes to Condensed Consolidated Financial Statements	8-16

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	~~17-21~~17-23

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2223

Item 4.	Controls and Procedures	2223

Part II —	Other Information

Item 1.	Legal Proceedings	2324

Item 1A.	Risk Factors	24

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2325

Item 6.	Exhibits	2326

Signatures		2426

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. See “Forward-Looking Statements” under Part I — Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report on Form 10-Q.

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TOOTSIE ROLL INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(in thousands) (Unaudited)

September 30, 2019

December 31, 2018

September 30, 2018

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

$
87,400

$
110,899

$
64,333
Restricted cash

369

388

393
Investments

76,766

75,140

68,373
Accounts receivable trade, less allowances of $2,728, $1,820 and $2,873

88,241

49,777

93,616
Other receivables

3,616

2,941

5,802
Inventories:

Finished goods and work-in-process

41,627

32,159

37,148
Raw materials and supplies

28,783

22,365

26,172
Prepaid expenses

5,504

10,377

6,439
Total current assets

332,306

304,046

302,276

PROPERTY, PLANT AND EQUIPMENT, at cost:

Land

21,712

21,726

21,968
Buildings

121,802

121,780

118,581
Machinery and equipment

400,885

401,037

381,522
Construction in progress

15,497

3,408

21,106
Operating lease right-of-use assets

1,770

-

-

561,666

547,951

543,177
Less - accumulated depreciation

374,924

361,850

361,079
Net property, plant and equipment

186,742

186,101

182,098

OTHER ASSETS:

Goodwill

73,237

73,237

73,237
Trademarks

175,024

175,024

175,024
Investments

178,808

170,409

188,393
Split dollar officer life insurance

26,042

26,042

26,042
Prepaid expenses and other assets

9,411

11,980

13,249
Deferred income taxes

522

522

445
Total other assets

463,044

457,214

476,390
Total assets

$
982,092

$
947,361

$
960,764



	September 30, 2020		December 31, 2019		September 30, 2019

ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	108,264	$	138,960	$	87,400
Restricted cash		397		380		369
Investments		58,265		100,444		76,766
Accounts receivable trade, less allowances of $2,260, $1,949 and $2,728		67,377		45,044		88,241
Other receivables		3,588		3,418		3,616
Inventories:
Finished goods and work-in-process		45,822		35,909		41,627
Raw materials and supplies		25,359		23,179		28,783
Prepaid expenses		5,720		5,996		5,504
Total current assets		314,792		353,330		332,306

PROPERTY, PLANT AND EQUIPMENT, at cost:
Land		21,708		21,740		21,712
Buildings		122,514		122,843		121,802
Machinery and equipment		415,246		416,625		400,885
Construction in progress		15,720		4,427		15,497
Operating lease right-of-use assets		1,062		1,580		1,770
		576,250		567,215		561,666
Less - accumulated depreciation		391,332		378,760		374,924
Net property, plant and equipment		184,918		188,455		186,742

OTHER ASSETS:
Goodwill		73,237		73,237		73,237
Trademarks		175,024		175,024		175,024
Investments		201,698		153,031		178,808
Split dollar officer life insurance		26,042		26,042		26,042
Prepaid expenses and other assets		5,744		8,056		9,411
Deferred income taxes		580		689		522
Total other assets		482,325		436,079		463,044
Total assets	$	982,035	$	977,864	$	982,092

(The accompanying notes are an integral part of these statements.)

Table of Contents

(in thousands except per share data) (Unaudited)

September 30, 2019

December 31, 2018

September 30, 2018

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES:

Accounts payable

$
18,020

$
11,817

$
18,637
Bank loans

768

373

190
Dividends payable

5,876

5,772

5,777
Accrued liabilities

44,982

42,849

45,787
Postretirement health care benefits

580

580

603
Operating lease liabilities

1,061

-

-
Income taxes payable

6,122

-

3,516
Total current liabilities

77,409

61,391

74,510

NONCURRENT LIABILITIES:

Deferred income taxes

44,867

43,941

41,382
Postretirement health care benefits

12,129

11,871

13,167
Industrial development bonds

7,500

7,500

7,500
Liability for uncertain tax positions

3,537

3,816

4,148
Operating lease liabilities

709

-

-
Deferred compensation and other liabilities

77,801

68,345

73,321
Total noncurrent liabilities

146,543

135,473

139,518

TOOTSIE ROLL INDUSTRIES, INC. SHAREHOLDERS’ EQUITY:

Common stock, $.69-4/9 par value - 120,000 shares authorized; 39,019, 38,544 and 38,621, respectively, issued

27,096

26,767

26,820
Class B common stock, $.69-4/9 par value - 40,000 shares authorized; 26,300, 25,584 and 25,599, respectively, issued

18,264

17,767

17,777
Capital in excess of par value

702,806

696,535

699,140
Retained earnings

32,107

33,767

27,356
Accumulated other comprehensive loss

(19,952)

(22,222)

(22,261)
Treasury stock (at cost) - 90, 88 and 88 shares, respectively

(1,992)

(1,992)

(1,992)
Total Tootsie Roll Industries, Inc. shareholders’ equity

758,329

750,622

746,840
Noncontrolling interests

(189)

(125)

(104)
Total equity

758,140

750,497

746,736
Total liabilities and shareholders’ equity

$
982,092

$
947,361

$
960,764



	September 30, 2020		December 31, 2019		September 30, 2019

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES:
Accounts payable	$	15,880	$	12,720	$	18,020
Bank loans		933		747		768
Dividends payable		5,970		5,861		5,876
Accrued liabilities		47,051		41,611		44,982
Postretirement health care benefits		598		598		580
Operating lease liabilities		948		1,062		1,061
Deferred compensation		-		16,945		-
Income taxes payable		6,694		-		6,122
Total current liabilities		78,074		79,544		77,409

NONCURRENT LIABILITIES:
Deferred income taxes		47,382		47,295		44,867
Postretirement health care benefits		13,312		13,145		12,129
Industrial development bonds		7,500		7,500		7,500
Liability for uncertain tax positions		3,402		4,240		3,537
Operating lease liabilities		114		518		709
Deferred compensation and other liabilities		71,513		65,973		77,801
Total noncurrent liabilities		143,223		138,671		146,543

TOOTSIE ROLL INDUSTRIES, INC. SHAREHOLDERS’ EQUITY:
Common stock, $.69-4/9 par value - 120,000 shares authorized; 39,336, 38,836 and 39,019, respectively, issued		27,317		26,969		27,096
Class B common stock, $.69-4/9 par value - 40,000 shares authorized; 27,025, 26,287 and 26,300, respectively, issued		18,767		18,254		18,264
Capital in excess of par value		715,286		696,059		702,806
Retained earnings		23,299		40,809		32,107
Accumulated other comprehensive loss		(21,712)		(20,245)		(19,952)
Treasury stock (at cost) - 93, 90 and 90 shares, respectively		(1,992)		(1,992)		(1,992)
Total Tootsie Roll Industries, Inc. shareholders’ equity		760,965		759,854		758,329
Noncontrolling interests		(227)		(205)		(189)
Total equity		760,738		759,649		758,140
Total liabilities and shareholders’ equity	$	982,035	$	977,864	$	982,092

(The accompanying notes are an integral part of these statements.)

Table of Contents

TOOTSIE ROLL INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF

EARNINGS AND RETAINED EARNINGS

(in thousands except per share amounts) (Unaudited)

Quarter Ended

Year to Date Ended

September 30, 2019

September 30, 2018

September 30, 2019

September 30, 2018

Net product sales

$
181,913

$
181,505

$
388,953

$
387,987
Rental and royalty revenue

811

798

2,700

2,925
Total revenue

182,724

182,303

391,653

390,912
Product cost of goods sold

112,867

115,246

243,668

248,561
Rental and royalty cost

241

211

772

686
Total costs

113,108

115,457

244,440

249,247
Product gross margin

69,046

66,259

145,285

139,426
Rental and royalty gross margin

570

587

1,928

2,239
Total gross margin

69,616

66,846

147,213

141,665
Selling, marketing and administrative expenses

33,578

36,620

92,902

91,229
Earnings from operations

36,038

30,226

54,311

50,436
Other income (loss), net

1,846

2,987

10,916

6,871
Earnings before income taxes

37,884

33,213

65,227

57,307
Provision for income taxes

8,038

7,134

14,926

12,657
Net earnings

29,846

26,079

50,301

44,650
Less: net earnings (loss) attributable to noncontrolling interests

(8)

(25)

(64)

(68)
Net earnings attributable to Tootsie Roll Industries, Inc.

$
29,854

$
26,104

$
50,365

$
44,718

Net earnings attributable to Tootsie Roll Industries, Inc. per share

$
0.46

$
0.40

$
0.77

$
0.68
Dividends per share *

$
0.09

$
0.09

$
0.27

$
0.27

Average number of shares outstanding

65,344

66,069

65,598

66,182

Retained earnings at beginning of period

$
8,121

$
7,020

$
33,767

$
57,225
Net earnings attributable to Tootsie Roll Industries, Inc.

29,854

26,104

50,365

44,718
Adoption of ASU 2014-09 and 2018-02

-

-

-

2,726
Cash dividends

(5,868)

(5,768)

(17,519)

(17,164)
Stock dividends

-

-

(34,506)

(60,149)
Retained earnings at end of period

$
32,107

$
27,356

$
32,107

$
27,356



	Quarter Ended				Year to Date Ended
	September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019

Net product sales	$	156,962	$	181,913	$	339,561	$	388,953
Rental and royalty revenue		835		811		2,638		2,700
Total revenue		157,797		182,724		342,199		391,653
Product cost of goods sold		99,187		112,867		216,009		243,668
Rental and royalty cost		213		241		725		772
Total costs		99,400		113,108		216,734		244,440
Product gross margin		57,775		69,046		123,552		145,285
Rental and royalty gross margin		622		570		1,913		1,928
Total gross margin		58,397		69,616		125,465		147,213
Selling, marketing and administrative expenses		32,868		33,578		78,699		92,902
Earnings from operations		25,529		36,038		46,766		54,311
Other income (loss), net		5,863		1,846		10,096		10,916
Earnings before income taxes		31,392		37,884		56,862		65,227
Provision for income taxes		6,729		8,038		12,841		14,926
Net earnings		24,663		29,846		44,021		50,301
Less: net earnings (loss) attributable to noncontrolling interests		(10)		(8)		(22)		(64)
Net earnings attributable to Tootsie Roll Industries, Inc.	$	24,673	$	29,854	$	44,043	$	50,365

Net earnings attributable to Tootsie Roll Industries, Inc. per share	$	0.37	$	0.44	$	0.66	$	0.75
Dividends per share *	$	0.09	$	0.09	$	0.27	$	0.27

Average number of shares outstanding		66,423		67,286		66,657		67,541

Retained earnings at beginning of period	$	4,588	$	8,121	$	40,809	$	33,767
Net earnings attributable to Tootsie Roll Industries, Inc.		24,673		29,854		44,043		50,365
Cash dividends		(5,962)		(5,868)		(17,800)		(17,519)
Stock dividends		-		-		(43,753)		(34,506)
Retained earnings at end of period	$	23,299	$	32,107	$	23,299	$	32,107

*Does not include 3% stock dividend to shareholders of record on 3/~~5/19~~3/20 and 3/~~6/18.~~5/19.

(The accompanying notes are an integral part of these statements.)

Table of Contents

TOOTSIE ROLL INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE EARNINGS

(in thousands except per share amounts) (Unaudited)

Quarter Ended

Year to Date Ended

September 30, 2019

September 30, 2018

September 30, 2019

September 30, 2018

Net earnings

$
29,846

$
26,079

$
50,301

$
44,650

Other comprehensive income (loss), before tax:

Foreign currency translation adjustments

(353)

1,164

243

1,102

Pension and postretirement reclassification adjustments:

Unrealized gains (losses) for the period on postretirement and pension benefits

-

-

-

-
Less: reclassification adjustment for (gains) losses to net earnings

(380)

(331)

(1,141)

(993)
Unrealized gains (losses) on postretirement and pension benefits

(380)

(331)

(1,141)

(993)

Investments:

Unrealized gains (losses) for the period on investments

364

209

3,016

(1,071)
Less: reclassification adjustment for (gains) losses to net earnings

34

-

34

-
Unrealized gains (losses) on investments

398

209

3,050

(1,071)

Derivatives:

Unrealized gains (losses) for the period on derivatives

(492)

(573)

115

(2,422)
Less: reclassification adjustment for (gains) losses to net earnings

390

795

648

1,630
Unrealized gains (losses) on derivatives

(102)

222

763

(792)

Total other comprehensive income (loss), before tax

(437)

1,264

2,915

(1,754)
Income tax benefit (expense) related to items of other comprehensive income

22

(24)

(645)

691
Total comprehensive earnings

29,431

27,319

52,571

43,587
Comprehensive earnings (loss) attributable to noncontrolling interests

(8)

(25)

(64)

(68)
Total comprehensive earnings attributable to Tootsie Roll Industries, Inc.

$
29,439

$
27,344

$
52,635

$
43,655



	Quarter Ended				Year to Date Ended
	September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019

Net earnings	$	24,663	$	29,846	$	44,021	$	50,301

Other comprehensive income (loss), before tax:
Foreign currency translation adjustments		328		(353)		(2,736)		243

Pension and postretirement reclassification adjustments:
Unrealized gains (losses) for the period on postretirement and pension benefits		-		-		-		-
Less: reclassification adjustment for (gains) losses to net earnings		(338)		(380)		(1,013)		(1,141)
Unrealized gains (losses) on postretirement and pension benefits		(338)		(380)		(1,013)		(1,141)

Investments:
Unrealized gains (losses) for the period on investments		(461)		364		1,867		3,016
Less: reclassification adjustment for (gains) losses to net earnings		-		34		-		34
Unrealized gains (losses) on investments		(461)		398		1,867		3,050

Derivatives:
Unrealized gains (losses) for the period on derivatives		610		(492)		388		115
Less: reclassification adjustment for (gains) losses to net earnings		10		390		432		648
Unrealized gains (losses) on derivatives		620		(102)		820		763

Total other comprehensive income (loss), before tax		149		(437)		(1,062)		2,915
Income tax benefit (expense) related to items of other comprehensive income		43		22		(405)		(645)
Total comprehensive earnings		24,855		29,431		42,554		52,571
Comprehensive earnings (loss) attributable to noncontrolling interests		(10)		(8)		(22)		(64)
Total comprehensive earnings attributable to Tootsie Roll Industries, Inc.	$	24,865	$	29,439	$	42,576	$	52,635

(The accompanying notes are an integral part of these statements.)

Table of Contents

TOOTSIE ROLL INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands) (Unaudited)

Year to Date Ended

September 30, 2019

September 30, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:

Net earnings

$
50,301

$
44,650
Adjustments to reconcile net earnings to net cash used in operating activities:

Depreciation

14,112

13,933
Deferred income taxes

279

(443)
Amortization of marketable security premiums

976

1,351
Changes in operating assets and liabilities:

Accounts receivable

(38,516)

(45,881)
Other receivables

(702)

(649)
Inventories

(15,867)

(8,333)
Prepaid expenses and other assets

3,384

8,268
Accounts payable and accrued liabilities

10,635

10,932
Income taxes payable

9,863

15,821
Postretirement health care benefits

(883)

(720)
Deferred compensation and other liabilities

2,594

2,051
Net cash provided by operating activities

36,176

40,980
CASH FLOWS FROM INVESTING ACTIVITIES:

Capital expenditures

(14,151)

(16,812)
Purchases of trading securities

(2,835)

(3,807)
Sales of trading securities

362

817
Purchase of available for sale securities

(49,999)

(65,098)
Sale and maturity of available for sale securities

51,580

45,379
Net cash used in investing activities

(15,043)

(39,521)
CASH FLOWS FROM FINANCING ACTIVITIES:

Shares purchased and retired

(27,232)

(16,650)
Dividends paid in cash

(17,592)

(17,208)
Proceeds from bank loans

2,662

1,264
Repayment of bank loans

(2,233)

(1,506)
Net cash used in financing activities

(44,395)

(34,100)
Effect of exchange rate changes on cash

(256)

647
Decrease in cash and cash equivalents

(23,518)

(31,994)
Cash, cash equivalents and restricted cash at beginning of year

111,287

96,720
Cash, cash equivalents and restricted cash at end of quarter

$
87,769

$
64,726
Supplemental cash flow information:

Income taxes paid/(received), net

$
5,182

$
(2,811)
Interest paid

$
95

$
81
Stock dividend issued

$
70,557

$
60,538



	Year to Date Ended
	September 30, 2020		September 30, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	44,021	$	50,301
Adjustments to reconcile net earnings to net cash used in operating activities:
Depreciation		13,777		14,112
Deferred income taxes		(319)		279
Amortization of marketable security premiums		965		976
Changes in operating assets and liabilities:
Accounts receivable		(22,875)		(38,516)
Other receivables		281		(702)
Inventories		(13,001)		(15,867)
Prepaid expenses and other assets		2,742		3,384
Accounts payable and accrued liabilities		9,462		10,635
Income taxes payable		5,964		9,863
Postretirement health care benefits		(845)		(883)
Deferred compensation and other liabilities		(16,084)		2,594
Net cash provided by operating activities		24,088		36,176
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(11,425)		(14,151)
Purchases of trading securities		(2,718)		(2,835)
Sales of trading securities		17,673		362
Purchase of available for sale securities		(82,862)		(49,999)
Sale and maturity of available for sale securities		67,215		51,580
Net cash from (used in) investing activities		(12,117)		(15,043)
CASH FLOWS FROM FINANCING ACTIVITIES:
Shares purchased and retired		(23,505)		(27,232)
Dividends paid in cash		(17,850)		(17,592)
Proceeds from bank loans		3,048		2,662
Repayment of bank loans		(2,900)		(2,233)
Net cash used in financing activities		(41,207)		(44,395)
Effect of exchange rate changes on cash		(1,443)		(256)
Increase (Decrease) in cash and cash equivalents		(30,679)		(23,518)
Cash, cash equivalents and restricted cash at beginning of year		139,340		111,287
Cash, cash equivalents and restricted cash at end of quarter	$	108,661	$	87,769
Supplemental cash flow information:
Income taxes paid/(received), net	$	6,904	$	5,182
Interest paid	$	53	$	95
Stock dividend issued	$	63,402	$	70,557

(The accompanying notes are an integral part of these statements.)

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TOOTSIE ROLL INDUSTRIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, ~~2019~~2020

(in thousands except per share amounts) (Unaudited)

Note 1 — Significant Accounting Policies

General Information

Foregoing data has been prepared from the unaudited financial records of Tootsie Roll Industries, Inc. (the ~~Company)~~“Company”) and in the opinion of ~~management~~Management all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the interim period have been reflected. Certain amounts previously reported have been reclassified 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 Form 10-K for the year ended December 31, ~~2018~~2019 (the ~~“2018~~“2019 Form 10-K”).

Results of operations for the period ended September 30, ~~2019~~2020 are not necessarily indicative of results to be expected for the year to end December 31, ~~2019~~2020 because of the seasonal nature of the Company’s operations. Historically, the third quarter has been the Company’s largest net product sales quarter due to pre-Halloween net product sales. The Covid-19 pandemic adversely affected the Company’s net realization on pre-Halloween net product sales in third quarter 2020 which is discussed below.

On March 11, 2020, the World Health Organization designated the recent novel coronavirus ("COVID-19") as a global pandemic. We continue to actively monitor COVID-19 and its potential impact on our operations and financial results. Covid-19 has had a significant adverse effect on second and third quarter 2020 net earnings, and is likely to a lesser extent to adversely affect fourth quarter 2020 and in 2021 as well. The impact that COVID-19 will have on our consolidated financial statements throughout 2020 and 2021 remains uncertain and ultimately will be dictated by the length and severity of the pandemic, as well as the economic recovery and federal, state, local and foreign government actions taken in response. The effects of Covid-19 pandemic are unprecedented, and therefore the Company is unable to determine its effects on its net product sales and net earnings for the balance of 2020 and in 2021.

Revenue Recognition

The Company’s revenues, primarily net product sales, principally result from the sale of goods, reflect the consideration to which the Company expects to be entitled generally based on customer purchase orders. The Company records revenue based on a five-step model in accordance with Accounting Standards Codification ("ASC") Topic 606 which became effective January, 1, 2018. Adjustments for estimated customer cash discounts upon payment, discounts for price adjustments, product returns, allowances, and certain advertising and promotional costs, including consumer coupons, are variable consideration and are recorded as a reduction of net product sales revenue in the same period the related net product sales are recorded. Such estimates are calculated using historical averages adjusted for any expected changes due to current business conditions and experience. The Company has adjusted third quarter 2020 pre-Halloween net product sales for the effects of net price realization resulting from the Covid-19 pandemic. A net product sale is recorded when the Company delivers the product to the customer, or in certain instances, the customer picks up the goods at the Company’s distribution center, and thereby obtains control of such product. Amounts billed and due from our customers are classified as accounts receivable trade on the balance sheet and require payment on a short-term basis. Accounts receivable trade are unsecured. Shipping and handling costs of ~~$14,536~~$12,356 and ~~$14,698~~$14,536 in third quarter ~~2019~~2020 and ~~2018,~~2019, respectively, and ~~$36,753~~$31,425 and ~~$36,304~~$36,753 in nine months ~~2019~~2020 and ~~2018,~~2019, respectively, are included in selling, marketing and administrative expenses. A minor amount of royalty income (less than 0.2% of our consolidated net product sales) is also recognized from sales-based licensing arrangements, pursuant to which revenue is recognized as the third-party licensee sales occur. Rental income (less than 1% of our consolidated net product sales) is not considered revenue from contracts from customers.

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Leases

The Company identifies leases by evaluating ~~our~~its contracts to determine if the contract conveys the right to use an identified asset for a stated period of time in exchange for consideration. The Company considers whether it can control the underlying asset and have the right to obtain substantially all of the economic benefits or outputs from the asset. Leases with terms greater than 12 months are classified as either operating or finance leases at the commencement date. For these leases, we capitalize the present value of the minimum lease payments over the lease term as a right-of-use asset with an offsetting lease liability. The discount rate used to calculate the present value of the minimum lease payments is typically our incremental borrowing rate, as the rate implicit in the lease is generally not known or determinable. The lease term includes any noncancelable period for which ~~we have~~the Company has the right to use the asset. Currently, all capitalized leases are classified as operating leases and the Company records rental expense on a straight-line basis over the term of the lease.

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Recently Adopted Accounting Pronouncements

AtIn June 2016, the ~~beginning of 2019,~~FASB issued ASU No. 2016-13, (ASC Topic 326) which replaces the ~~Company adopted Accounting Standards Update No. 2016-02 (ASU 2016-02), Leases (Subtopic 842), which requires lessees to recognize all leases~~current incurred loss impairment method with a ~~term greater than 12 months~~new method that reflects expected credit losses. Subsequent to the issuance of ASC Topic 326, the FASB clarified and amended guidance through several Accounting Standard Updates; hereinafter the collection of credit loss guidance is referred to as “ASC Topic 326”. Under this new guidance an entity would recognize an impairment allowance equal to its current estimate of credit losses on ~~the balance sheet as right-of-use~~financial assets ~~and lease liabilities~~. ~~Upon adoption, the impact was the recognition of $1,482 in right-of-use assets and lease liabilities for operating leases.~~measured at amortized cost. The Company adopted ASU ~~2016-02 utilizing the current-period adjustment method~~2016-13 and ~~did not recast comparative periods upon adoption of the new standard. In addition, we elected certain practical expedients which permitted us to not~~reassess whether existing contracts are or contain leases, to not reassess the lease classification of any existing leases, to not reassess initial direct costs for any existing leases, and to not separate lease components for all classes of underlying assets.related amendments (ASC Topic 326) on January 1, 2020. The adoption of this ~~ASU did not have a material impact on the Company’s consolidated financial statements.~~

In August 2017, the FASB issued ASU 2017-12, guidance that amends hedge accounting. Under the new guidance, more hedging strategies are eligible for hedge accounting and the application of hedge accounting is simplified. The new guidance amends presentation and disclosure requirements, and how effectiveness is assessed. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those years. On January 1, 2019, the Company adopted ASU 2017-12. The adoption of this ASUASC did not have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements - Not Yet Adopted

In ~~June 2016,~~December 2019, the FASB issued ASU No. ~~2016-13,~~2019-12 which ~~replaces~~is designed to simplify the ~~current incurred loss impairment method with a new method that reflects expected credit losses. Under this new model an entity would recognize an impairment allowance equal~~accounting for income taxes by removing certain exceptions to ~~its current estimate of credit losses on financial assets measured at amortized cost. This guidance~~the general principles in Topic 740. ASU No. 2019-12 is effective for fiscal years beginning after December 15, ~~2019, with~~2020, including interim periods within those fiscal years; this ASU allows for early adoption ~~permitted.~~in any interim period after issuance of the update. The Company is currently ~~evaluating~~assessing the impact this ~~guidance~~ASU will have on its consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04 which provides optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. We are currently evaluating our contracts and the optional expedients provided by the new standard.

Note 2 — Average Shares Outstanding

The average number of shares outstanding for nine months 2020 reflects aggregate stock purchases of 705 shares for $23,505 and a 3% stock dividend of 1,942 shares distributed on April 3, 2020. The average number of shares outstanding for nine months 2019 reflects aggregate stock purchases of 726 shares for $27,232 and a 3% stock dividend of 1,914 shares distributed on April 5, 2019. ~~The average number of shares outstanding for nine months 2018 reflects aggregate stock purchases of 502 shares for $16,650 and a 3% stock dividend of 1,869 shares distributed on April 6, 2018.~~

Note 3 — Income Taxes

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 ~~2015~~2016 through ~~2017.~~2018. The Company’s consolidated effective income tax rate was ~~21.2%~~21.4% and ~~21.5%~~21.2% in third quarter ~~2019~~2020 and ~~2018,~~2019, respectively, and ~~22.9%~~22.6% and ~~22.1%~~22.9% in nine months 2020 and 2019, ~~and 2018,~~ respectively. ~~The higher tax rate in nine months 2019 principally reflects higher state income tax expense.~~

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NOTE 4—Share Capital and Capital In Excess of Par Value:


										Capital in											Capital in
				Class B						Excess					Class B						Excess
	Common Stock			Common Stock			Treasury Stock			of Par		Common Stock			Common Stock			Treasury Stock			of Par
	Shares	Amount		Shares	Amount		Shares	Amount		Value		Shares	Amount		Shares	Amount		Shares	Amount		Value
												(000’s)			(000’s)			(000’s)
Balance at June 30, 2020												39,664	$	27,544	27,025	$	18,767	93	$	(1,992)	$	725,605
Issuance of 3% stock dividend												—		—	—		—	—		—		—
Conversion of Class B common shares to common shares												—		—	—		—	—		—		—
Purchase and retirement of common shares and other												(328)		(227)	—		—	—		—		(10,319)
Balance at September 30, 2020												39,336	$	27,317	27,025	$	18,767	93	$	(1,992)	$	715,286
	(000’s)			(000’s)			(000’s)
Balance at June 30, 2019	39,233	$	27,245	26,302	$	18,264	90	$	(1,992)	$	710,703	39,233	$	27,245	26,302	$	18,264	90	$	(1,992)	$	710,703
Issuance of 3% stock dividend	—		—	—		—	—		—		—	—		—	—		—	—		—		—
Conversion of Class B common shares to common shares	2		—	(2)		—	—		—		—	2		—	(2)		—	—		—		—
Purchase and retirement of common shares and other	(216)		(149)	—		—	—		—		(7,897)	(216)		(149)	-		—	—		—		(7,897)
Balance at September 30, 2019	39,019	$	27,096	26,300	$	18,264	90	$	(1,992)	$	702,806	39,019	$	27,096	26,300	$	18,264	90	$	(1,992)	$	702,806

Balance at June 30, 2018	38,645	$	26,837	25,605	$	17,781	88	$	(1,992)	$	699,965
Balance at December 31, 2019												38,836	$	26,969	26,287	$	18,254	90	$	(1,992)	$	696,059
Issuance of 3% stock dividend	—		—	—		—	—		—		—	1,157		803	786		547	3		—		42,243
Conversion of Class B common shares to common shares	6		5	(6)		(5)	—		—		—	48		34	(48)		(34)	—		—		—
Purchase and retirement of common shares and other	(30)		(22)	-		1	—		—		(825)	(705)		(489)	—		—	—		—		(23,016)
Balance at September 30, 2018	38,621	$	26,820	25,599	$	17,777	88	$	(1,992)	$	699,140
Balance at September 30, 2020												39,336	$	27,317	27,025	$	18,767	93	$	(1,992)	$	715,286

Balance at December 31, 2018	38,544	$	26,767	25,584	$	17,767	88	$	(1,992)	$	696,535	38,544	$	26,767	25,584	$	17,767	88	$	(1,992)	$	696,535
Issuance of 3% stock dividend	1,150		798	767		532	2		—		32,999	1,150		798	767		532	2		—		32,999
Conversion of Class B common shares to common shares	51		35	(51)		(35)	—		—		—	51		35	(51)		(35)	—		—		—
Purchase and retirement of common shares and other	(726)		(504)	—		—	—		—		(26,728)	(726)		(504)	—		—	—		—		(26,728)
Balance at September 30, 2019	39,019	$	27,096	26,300	$	18,264	90	$	(1,992)	$	702,806	39,019	$	27,096	26,300	$	18,264	90	$	(1,992)	$	702,806

Balance at December 31, 2017	37,960	$	26,361	24,891	$	17,285	85	$	(1,992)	$	656,752
Issuance of 3% stock dividend	1,125		781	746		519	3		—		58,689
Conversion of Class B common shares to common shares	38		27	(38)		(27)	—		—		—
Purchase and retirement of common shares and other	(502)		(349)	—		—	—		—		(16,301)
Balance at September 30, 2018	38,621	$	26,820	25,599	$	17,777	88	$	(1,992)	$	699,140

Note 5 — Fair Value Measurements

Current accounting guidance defines fair value as the price that would be received on the sale of an asset, or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Guidance requires disclosure of the extent to which fair value is used to measure financial assets and liabilities, the inputs utilized in calculating valuation measurements, and the effect of the measurement of significant unobservable inputs on earnings, or changes in net assets, as of the measurement date. Guidance establishes a three-level valuation hierarchy based upon the transparency of inputs utilized in the measurement and valuation of financial assets or liabilities as of the measurement date. Level 1 inputs include quoted prices for identical instruments and are the most observable. Level 2 inputs include quoted prices for similar assets and observable inputs such as interest rates, foreign currency exchange rates, commodity rates and yield curves. Level 3 inputs are not observable in the market and include ~~management’s~~Management’s own judgments about the assumptions market participants would use in pricing the asset or liability. The use of observable and unobservable inputs isare reflected in the hierarchy assessment disclosed in the table below.

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As of September 30, ~~2019,~~2020, December 31, ~~2018~~2019 and September 30, ~~2018,~~2019, the Company held certain financial assets that are required to be measured at fair value on a recurring basis. These included derivative hedging instruments related to the purchase of certain raw materials and foreign currencies, investments in trading securities and available for sale securities. The Company’s available for sale securities principally consist of ~~municipal bonds and variable rate demand notes.~~

corporate bonds.

The following table presents information about the Company’s financial assets and liabilities measured at fair value as of September 30, ~~2019,~~2020, December 31, ~~2018~~2019 and September 30, ~~2018~~2019 and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value:



	Estimated Fair Value September 30, 2019								Estimated Fair Value September 30, 2020
	Total		Input Levels Used						Total		Input Levels Used
	Fair Value		Level 1		Level 2		Level 3		Fair Value		Level 1		Level 2		Level 3
Cash and cash equivalents	$	87,400	$	87,400	$	-	$	-	$	108,264	$	108,264	$	-	$	-
Available for sale securities		183,784		3,584		180,200		-		193,843		3,173		190,670		-
Foreign currency forward contracts		(122)		-		(122)		-		539		-		539		-
Commodity futures contracts		(108)		(108)		-		-		415		415		-		-
Trading securities		71,790		71,790		-		-		66,120		53,504		12,616		-
Total assets measured at fair value	$	342,744	$	162,666	$	180,078	$	-	$	369,181	$	165,356	$	203,825	$	-


	Estimated Fair Value December 31, 2018								Estimated Fair Value December 31, 2019
		Total	Input Levels Used							Total	Input Levels Used
		Fair Value		Level 1		Level 2		Level 3		Fair Value		Level 1		Level 2		Level 3
Cash and cash equivalents	$	110,899	$	110,899	$	-	$	-	$	138,960	$	138,960	$	-	$	-
Available for sale securities		183,289		3,000		180,289		-		177,292		3,588		173,704		-
Foreign currency forward contracts		(407)		-		(407)		-		14		-		14		-
Commodity futures contracts, net		(587)		(587)		-		-		121		121		-		-
Trading securities		62,260		62,260		-		-		76,183		48,260		27,923		-
Total assets measured at fair value	$	355,454	$	175,572	$	179,882	$	-	$	392,570	$	190,929	$	201,641	$	-


	Estimated Fair Value September 30, 2018								Estimated Fair Value September 30, 2019
		Total	Input Levels Used							Total	Input Levels Used
		Fair Value		Level 1		Level 2		Level 3		Fair Value		Level 1		Level 2		Level 3
Cash and cash equivalents	$	64,333	$	64,333	$	-	$	-	$	87,400	$	87,400	$	-	$	-
Available for sale securities		189,172		732		188,440		-		183,784		3,584		180,200		-
Foreign currency forward contracts		177		-		177		-		(122)		-		(122)		-
Commodity futures contracts		(859)		(859)		-		-		(108)		(108)		-		-
Trading securities		67,594		67,594		-		-		71,790		44,975		26,815		-
Total assets measured at fair value	$	320,417	$	131,800	$	188,617	$	-	$	342,744	$	135,851	$	206,893	$	-

The fair value of the Company’s industrial revenue development bonds at September 30, ~~2019,~~2020, December 31, ~~2018~~2019 and September 30, ~~2018~~2019 were valued using Level 2 inputs which approximates the carrying value of $7,500 for the respective periods. Interest rates on these bonds are reset weekly based on current market conditions.

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Note 6 — Derivative Instruments and Hedging Activities

From time to time, the Company uses derivative instruments, including foreign currency forward contracts and commodity futures contracts to manage its exposures to foreign exchange and commodity prices. Commodity futures contracts are intended and effective as hedges of market price risks associated with the anticipated purchase of certain raw materials (primarily sugar). Foreign currency forward contracts are intended and effective as hedges of the Company’s exposure to the variability of cash flows, primarily related to the foreign exchange rate changes of products manufactured in Canada and sold in the United States, and periodic equipment purchases from foreign suppliers denominated in a foreign currency. The Company does not engage in trading or other speculative use of derivative instruments

The Company recognizes all derivative instruments as either assets or liabilities at fair value in the Condensed Consolidated Statement of Financial Position. Derivative assets are recorded in other receivables and derivative liabilities are recorded in accrued liabilities. The Company uses hedge accounting for its foreign currency and commodity derivative instruments as discussed above. Derivatives that qualify for hedge accounting are designated as cash flow hedges by formally documenting the hedge relationships, including identification of the hedging instruments, the hedged items and other critical terms, as well as the Company’s risk management objectives and strategies for undertaking the hedge transaction.

Changes in the fair value of the Company’s cash flow hedges are recorded in accumulated other comprehensive loss, net of tax, and are reclassified to earnings in the periods in which earnings are affected by the hedged item. Substantially all amounts reported in accumulated other comprehensive loss for commodity derivatives are expected to be reclassified to cost of goods sold. Approximately ~~$108~~$415 of this accumulated comprehensive ~~loss~~gain is expected to be reclassified ~~as a charge~~ to earnings in ~~2020.~~2021. Approximately ~~$38~~$80, $232 and ~~$84~~$227 reported in accumulated other comprehensive ~~loss~~gain for foreign currency derivatives are expected to be reclassified to other income, net in ~~2019~~2020, 2021 and ~~2020,~~2022, respectively.

The following table summarizes the Company’s outstanding derivative contracts and their effects on its Condensed Consolidated Statements of Financial Position at September 30, ~~2019,~~2020, December 31, ~~2018~~2019 and September 30, ~~2018:~~2019:



	September 30, 2019						September 30, 2020
	Notional						Notional
	Amounts		Assets		Liabilities		Amounts		Assets		Liabilities

Derivatives designated as hedging instruments:
Foreign currency forward contracts	$	8,294	$	-	$	(122)	$	7,483	$	539	$	-
Commodity futures contracts		4,726		26		(134)		4,010		415		-
Total derivatives			$	26	$	(256)			$	954	$	-

	December 31, 2018						December 31, 2019
	Notional						Notional
	Amounts		Assets		Liabilities		Amounts		Assets		Liabilities

Derivatives designated as hedging instruments:
Foreign currency forward contracts	$	11,050	$	-	$	(407)	$	5,533	$	14	$	—
Commodity futures contracts		9,580		92		(679)		7,147		205		(84)
Total derivatives			$	92	$	(1,086)			$	219	$	(84)

	September 30, 2018						September 30, 2019
	Notional						Notional
	Amounts		Assets		Liabilities		Amounts		Assets		Liabilities

Derivatives designated as hedging instruments:
Foreign currency forward contracts	$	11,050	$	177	$	-	$	8,294	$	-	$	(122)
Commodity futures contracts		8,285		3		(862)		4,726		26		(134)
Total derivatives			$	180	$	(862)			$	26	$	(256)

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The effects of derivative instruments on the Company’s Condensed Consolidated Statements of Earnings and Retained Earnings and the Condensed Consolidated Statements of Comprehensive Earnings for periods ended September 30, ~~2019~~2020 and September 30, ~~2018~~2019 are as follows:



	For Quarter Ended September 30, 2019						For Quarter Ended September 30, 2020
					Gain (Loss)						Gain (Loss)
			Gain (Loss)		on Amount Excluded				Gain (Loss)		on Amount Excluded
	Gain (Loss)		Reclassified from		from Effectiveness		Gain (Loss)		Reclassified from		from Effectiveness
	Recognized		Accumulated OCI		Testing Recognized		Recognized		Accumulated OCI		Testing Recognized
	in OCI		into Earnings		in Earnings		in OCI		into Earnings		in Earnings

Foreign currency forward contracts	$	(138)	$	(33)	$	-	$	194	$	82	$	-
Commodity futures contracts		(354)		(357)		-		416		(92)		-
Total	$	(492)	$	(390)	$	-	$	610	$	(10)	$	-

	For Quarter Ended September 30, 2018						For Quarter Ended September 30, 2019
					Gain (Loss)						Gain (Loss)
			Gain (Loss)		on Amount Excluded				Gain (Loss)		on Amount Excluded
	Gain (Loss)		Reclassified from		from Effectiveness		Gain (Loss)		Reclassified from		from Effectiveness
	Recognized		Accumulated OCI		Testing Recognized		Recognized		Accumulated OCI		Testing Recognized
	in OCI		into Earnings		in Earnings		in OCI		into Earnings		in Earnings

Foreign currency forward contracts	$	177	$	-	$	-	$	(138)	$	(33)	$	-
Commodity futures contracts		(750)		(795)		-		(354)		(357)		-
Total	$	(573)	$	(795)	$	-	$	(492)	$	(390)	$	-

	For Year to Date Ended September 30, 2019						For Year to Date Ended September 30, 2020
					Gain (Loss)						Gain (Loss)
			Gain (Loss)		on Amount Excluded				Gain (Loss)		on Amount Excluded
	Gain (Loss)		Reclassified from		from Effectiveness		Gain (Loss)		Reclassified from		from Effectiveness
	Recognized		Accumulated OCI		Testing Recognized		Recognized		Accumulated OCI		Testing Recognized
	in OCI		into Earnings		in Earnings		in OCI		into Earnings		in Earnings

Foreign currency forward contracts	$	252	$	(33)	$	-	$	341	$	(185)	$	-
Commodity futures contracts		(137)		(615)		-		47		(247)		-
Total	$	115	$	(648)	$	-	$	388	$	(432)	$	-

	For Year to Date Ended September 30, 2018						For Year to Date Ended September 30, 2019
					Gain (Loss)						Gain (Loss)
			Gain (Loss)		on Amount Excluded				Gain (Loss)		on Amount Excluded
	Gain (Loss)		Reclassified from		from Effectiveness		Gain (Loss)		Reclassified from		from Effectiveness
	Recognized		Accumulated OCI		Testing Recognized		Recognized		Accumulated OCI		Testing Recognized
	in OCI		into Earnings		in Earnings		in OCI		into Earnings		in Earnings

Foreign currency forward contracts	$	166	$	67	$	-	$	252	$	(33)	$	-
Commodity futures contracts		(2,588)		(1,697)		-		(137)		(615)		-
Total	$	(2,422)	$	(1,630)	$	-	$	115	$	(648)	$	-

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Note 7 — Pension Plans

~~From~~Beginning in 2012, ~~to 2014,~~ the Company received periodic notices from the Bakery, Confectionery, Tobacco Workers and Grain Millers International Union Pension Plan (Plan), a multi-employer defined benefit pension plan for certain Company union employees, that the Plan’s actuary certified the Plan to be in “critical status”, the “Red Zone”, as defined by the Pension Protection Act (PPA) and the Pension Benefit Guaranty Corporation (PBGC); and that a plan of rehabilitation was adopted by the trustees of the Plan in ~~fourth quarter~~ 2012. ~~Since~~During 2015, the Company ~~has~~ received ~~annual~~new notices that the Plan ~~is in~~was reclassified to “critical and declining status”, as defined by the PPA and PBGC, ~~and that amendments to~~for the ~~rehabilitation~~ plan ~~were adopted.~~year beginning January 1, 2015. A designation of “critical and declining status” implies that the Plan is expected to become insolvent in the next 20 years. ~~The~~In 2016, the Company received new notices that the Plan’s trustees ~~project that~~adopted an amended rehabilitation plan effective January 1, 2016, and all annual notices through 2020 have continued to classify the Plan ~~will be insolvent~~ in ~~2030.~~the “critical and declining status” category.

The Company has been advised that its withdrawal liability would have been $99,800, $81,600 ~~$82,200~~ and ~~$72,700~~$82,200 if it had withdrawn from the Plan during 2019, 2018 and 2017, ~~and 2016,~~ respectively. ~~Subsequent to September 30, 2019, the Company requested and was advised by the Plan that its withdrawal liability would be $99,800 if it withdrew from the Plan during 2019.~~ Should the Company actually withdraw from the Plan at a future date, a withdrawal liability, which could be higher than the above discussed amounts, could be payable to the Plan.

The amended rehabilitation plan requires that employer contributions include 5% compounded annual surcharge increases each year for an unspecified period of time beginning January 2013 (in addition to the 5% interim surcharge initiated in June 2012) as well as certain plan benefit reductions. The Company’s pension expense for this Plan for nine months 2020 and 2019 was $2,226 and ~~2018 was~~ $2,307, ~~and $2,201,~~ respectively ($~~2,836~~2,961 and ~~$2,617~~$2,836 for twelve months ~~2018~~2019 and ~~2017,~~2018, respectively). The aforementioned expense includes surcharges of ~~$738~~$785 and ~~$630~~$738 for nine months ~~2019~~2020 and ~~2018,~~2019, respectively ($~~811~~948 and ~~$656~~$811 for twelve months ~~2018~~2019 and ~~2017,~~2018, respectively), as required under the amended plan of rehabilitation.

The Company is currently unable to determine the ultimate outcome of the above discussed matter and therefore is unable to determine the effects on its consolidated financial statements, but the ultimate outcome or the effects of any modifications to the current amended rehabilitation plan could be material to its consolidated results of operations or cash flows in one or more future periods.

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Note 8 — Accumulated Other Comprehensive Earnings (Loss)

Accumulated Other Comprehensive Earnings (Loss) consists of the following components:



											Accumulated												Accumulated
	Foreign				Foreign				Postretirement		Other		Foreign				Foreign				Postretirement		Other
	Currency				Currency		Commodity		and Pension		Comprehensive		Currency				Currency		Commodity		and Pension		Comprehensive
													Translation		Investments		Derivatives		Derivatives		Benefits		Earnings (Loss)
Balance at June 30, 2020													$	(26,432)	$	2,647	$	324	$	(70)	$	1,627	$	(21,904)
Other comprehensive earnings (loss) before reclassifications														328		(350)		146		316		-		440
Reclassifications from accumulated other comprehensive loss														-		-		(62)		69		(255)		(248)
Other comprehensive earnings (loss) net of tax														328		(350)		84		385		(255)		192
Balance at September 30, 2020													$	(26,104)	$	2,297	$	408	$	315	$	1,372	$	(21,712)
	Translation		Investments		Derivatives		Derivatives		Benefits		Earnings (Loss)
Balance at June 30, 2019	$	(23,563)	$	494	$	(13)	$	(84)	$	3,629	$	(19,537)	$	(23,563)	$	494	$	(13)	$	(84)	$	3,629	$	(19,537)
Other comprehensive earnings (loss) before reclassifications		(353)		278		(105)		(268)		-		(448)		(353)		278		(105)		(268)		-		(448)
Reclassifications from accumulated other comprehensive loss		-		26		25		270		(288)		33		-		26		25		270		(288)		33
Other comprehensive earnings (loss) net of tax		(353)		304		(80)		2		(288)		(415)		(353)		304		(80)		2		(288)		(415)
Balance at September 30, 2019	$	(23,916)	$	798	$	(93)	$	(82)	$	3,341	$	(19,952)	$	(23,916)	$	798	$	(93)	$	(82)	$	3,341	$	(19,952)

Balance at June 30, 2018	$	(24,324)	$	(2,027)	$	-	$	(685)	$	3,535	$	(23,501)
Balance at December 31, 2019													$	(23,368)	$	882	$	10	$	92	$	2,139	$	(20,245)
Other comprehensive earnings (loss) before reclassifications		1,164		158		134		(568)		-		888		(2,736)		1,415		258		36		-		(1,027)
Reclassifications from accumulated other comprehensive loss		-		-		-		602		(250)		352		-		-		140		187		(767)		(440)
Other comprehensive earnings (loss) net of tax		1,164		158		134		34		(250)		1,240		(2,736)		1,415		398		223		(767)		(1,467)
Adoption of ASU 2018-02		-		-		-		-		-		-
Balance at September 30, 2018	$	(23,160)	$	(1,869)	$	134	$	(651)	$	3,285	$	(22,261)
Balance at September 30, 2020													$	(26,104)	$	2,297	$	408	$	315	$	1,372	$	(21,712)

Balance at December 31, 2018	$	(24,159)	$	(1,516)	$	(309)	$	(444)	$	4,206	$	(22,222)	$	(24,159)	$	(1,516)	$	(309)	$	(444)	$	4,206	$	(22,222)
Other comprehensive earnings (loss) before reclassifications		243		2,288		191		(104)		-		2,618		243		2,288		191		(104)		-		2,618
Reclassifications from accumulated other comprehensive loss		-		26		25		466		(865)		(348)		-		26		25		466		(865)		(348)
Other comprehensive earnings (loss) net of tax		243		2,314		216		362		(865)		2,270		243		2,314		216		362		(865)		2,270
Balance at September 30, 2019	$	(23,916)	$	798	$	(93)	$	(82)	$	3,341	$	(19,952)	$	(23,916)	$	798	$	(93)	$	(82)	$	3,341	$	(19,952)

Balance at December 31, 2017	$	(24,262)	$	(889)	$	51	$	20	$	3,289	$	(21,791)
Other comprehensive earnings (loss) before reclassifications		1,102		(812)		125		(1,961)		-		(1,546)
Reclassifications from accumulated other comprehensive loss		-		-		(51)		1,286		(752)		483
Other comprehensive earnings (loss) net of tax		1,102		(812)		74		(675)		(752)		(1,063)
Adoption of ASU 2018-02		-		(168)		9		4		748		593
Balance at September 30, 2018	$	(23,160)	$	(1,869)	$	134	$	(651)	$	3,285	$	(22,261)

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The amounts reclassified from accumulated other comprehensive income (loss) consisted of the following:


Details about Accumulated Other	Quarter Ended				Year to Date Ended				Location of (Gain) Loss	Quarter Ended				Year to Date Ended				Location of (Gain) Loss
Comprehensive Income Components	September 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018		Recognized in Earnings	September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019		Recognized in Earnings
Investments	$	34	$	-	$	34	$	-	Other income, net	$	-	$	34	$	-	$	34	Other income, net
Foreign currency derivatives		33		-		33		(67)	Other income, net		(82)		33		185		33	Other income, net
Commodity derivatives		357		795		615		1,697	Product cost of goods sold		92		357		247		615	Product cost of goods sold
Postretirement and pension benefits		(380)		(331)		(1,141)		(993)	Other income, net		(338)		(380)		(1,013)		(1,141)	Other income, net
Total before tax		44		464		(459)		637			(328)		44		(581)		(459)
Tax (expense) benefit		(11)		(112)		111		(154)			80		(11)		141		111
Net of tax	$	33	$	352	$	(348)	$	483		$	(248)	$	33	$	(440)	$	(348)

Note 9 — Restricted Cash

Restricted cash comprises certain cash deposits of the Company’s Spanish subsidiary with international banks that are pledged as collateral for letters of credit and bank borrowings.

Note 10 — Bank Loans

Bank loans consist of short term (less than 120 days) borrowings by the Company’s Spanish subsidiary that are held by international banks. The weighted-average interest rate as of September 30, ~~2019~~2020 and ~~2018~~2019 was 3.0% and ~~2.0%~~3.0%, respectively.

Note 11 — Leases

The Company leases certain buildings, land and equipment that are classified as operating leases. ~~Our~~These leases have remaining lease terms of up to approximately 3 years. In the third quarter and nine months of 2020 and 2019, ~~our~~ operating lease cost and cash paid for operating lease liabilities totaled $257 and $411, respectively, and $751 and $746, respectively, which is classified in cash flows from operating activities. As of September 30, 2020 and 2019, operating lease right-of-use assets and operating lease liabilities were both ~~$1,770.~~$1,062 and $1,770, respectively. The weighted-average remaining lease term related to ~~our~~these operating leases was 1.0 years and 1.9 years as of September 30, ~~2019.~~2020 and 2019, respectively. The weighted-average discount rate related to ~~our~~the Company’s operating leases was 3.0% and 3.1% as of September 30, ~~2019.~~2020 and 2019, respectively. Maturities of ~~our~~the Company’s operating lease liabilities at September 30, ~~2019~~2020 are as follows: ~~$236 in 2019, $934~~$249 in 2020, ~~$540~~$721 in 2021, $88 in 2022 and ~~$60~~$4 in ~~2022.~~2023.

The Company, as lessor, rents certain commercial real estate to third party lessees. The September 30, 2020 and 2019 cost related to these leased properties was $36,378 and $36,362, respectively, and the accumulated depreciation related to these leased properties ~~were $36,362~~was $10,794 and $10,071, ~~respectively, as of September 30, 2019.~~respectively. Terms of such leases, including renewal options, may be extended for up to sixty years, many of which provide for periodic adjustment of rent payments based on changes in consumer or other price indices. The Company recognizes lease income on a straight-line basis over the lease term. Lease income in third quarter and nine months 2020 and 2019 was $802 and $733, respectively, and $2,328 and $2,232, respectively, and is classified in cash flows from operating activities.

Note 12 — Contingencies

In the ordinary course of business, the Company is, from time to time, subject to a variety of active or threatened legal proceedings and claims. There are also potential claims and employer liability which could result in litigation, including defense costs, relating to the Covid-19 pandemic. While it is not possible to predict the outcome of such matters with certainty, in the Company’s opinion, both individually and in the aggregate, they are not expected to have a material effect on the Company’s financial condition, results of operations or cash flows.

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Note 13 — Subsequent Event

Subsequent to September 30, 2020, the Company received $23,527 from certain split dollar life insurance policies on an executive officer. The Company has carried this amount as an asset which represents the cumulative premiums previously paid by the Company on such policies.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This financial review discusses the Company’s financial condition, results of operations, liquidity and capital resources and other matters. Dollars are presented in thousands, except per share amounts. This review should be read in conjunction with the accompanying Condensed Consolidated Financial Statements and related notes included in this Form 10-Q and with the Company’s Consolidated Financial Statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Form 10-K for the year ended December 31, ~~2018~~2019 (the ~~“2018~~“2019 Form 10-K”).

Net product sales were $156,962 in third quarter 2020 compared to $181,913 in third quarter 2019, ~~compared to $181,505 in third quarter 2018, an increase~~a decrease of ~~$408~~$24,951 or ~~0.2%~~13.7%. Nine months ~~2019~~2020 net product sales were ~~$388,953~~$339,561 compared to ~~$387,987~~$388,953 in nine months ~~2018, an increase~~2019, a decrease of ~~$966~~$49,392 or ~~0.2%~~12.7%. ~~Third quarter and nine months 2019~~Domestic (U.S.) net product sales ~~include increases~~ in ~~domestic sales of 0.7% and 0.7%, respectively. Lower foreign net product sales adversely affected reported consolidated net product sales in both~~ third quarter and nine months ~~2019 compared to the corresponding periods in 2018. A stronger U.S. dollar~~2020 declined 12.5% and ~~the related translation of foreign sales also adversely affected third quarter and nine months sales in 2019~~11.3%, respectively, compared to the corresponding periods in the prior year. ~~Net~~Foreign net product sales, including exports to foreign ~~sales, were unfavorably impacted by the timing~~markets, had a greater rate of ~~certain~~decline than domestic sales in the comparative ~~periods because~~periods.

Third quarter net product sales were adversely impacted by the effects of the Covid-19 pandemic, including mandates and public health guidelines issued by state, local, federal and foreign governments and agencies. The “closing” of the economy in second quarter 2020, and its gradual “reopening”in the later part of the second quarter and third quarter, including mandates and public health guidelines in 2020, has curtailed and at times completely closed certain ~~comparative~~channels of trade where the Company has historically sold its products. Response to this pandemic has resulted in the disruption and changes in lifestyles, shopping habits, and daily work routines, all of which have adversely affected planned consumer purchases of the Company’s products for “sharing” and “give away” occasions, as well as impulse purchases of the Company’s products at retail outlets. Many of the Company’s products are consumed at group events, outings, and other gatherings, which have been significantly curtailed or in some cases eliminated, due to possible infection or spreading of Covid-19. Third quarter net product sales have historically included significant pre-Halloween net product sales which were also adversely affected by the Covid-19 pandemic in third quarter ~~2018 were shipped~~2020 for the reasons stated above. The Company has monitored its retail “sell through” as of Halloween (through October 31, 2020) and ~~delivered in fourth~~has provided adjustments to its third quarter ~~2019. Third quarter and nine months 2019~~pre-Halloween net product sales ~~benefited from higher price realization which allowed~~to reflect the ~~Company to recover some product margin decline~~estimated effects of resulting ~~from increasing input costs.~~sales realization.

Product cost of goods sold were $99,187 in third quarter 2020 compared to $112,867 in third quarter 2019, ~~compared to $115,246 in third quarter 2018,~~ and nine months ~~2019~~2020 product cost of goods sold were ~~$243,668~~$216,009 compared to ~~$248,561~~$243,668 in nine months ~~2018.~~2019. Product cost of goods sold includes $8$225 and ~~$83~~$8 of certain deferred compensation expenses in third quarter ~~2019~~2020 and ~~2018,~~2019, respectively, and ~~$254~~$245 and ~~$150~~$254 of certain deferred compensation expenses in nine months ~~2019~~2020 and ~~2018,~~2019, respectively. These deferred compensation expenses principally result from the changes in the market value of investments and investment income from trading securities relating to compensation deferred in previous years and are not reflective of current operating results. Adjusting for the aforementioned, product cost of goods sold ~~declined~~decreased from ~~$115,163 in third quarter 2018 to~~ $112,859 in third quarter 2019 to $98,962 in third quarter 2020, a decrease of ~~$2,304~~$13,897 or ~~2.0%~~12.3%; and ~~declined~~decreased from ~~$248,411 in nine months 2018 to~~ $243,414 in nine months 2019 to $215,764 in nine months 2020, a decrease of ~~$4,997~~$27,650 or ~~2.0%~~11.4%. As a percentage of net product sales, adjusted product cost of goods sold was ~~62.0%~~63.0% and ~~63.5%~~62.0% in third quarter 2020 and 2019, ~~and 2018,~~ respectively, ~~a favorable decrease~~an unfavorable increase of ~~1.5~~1.0 percentage points; and adjusted product cost of goods sold was ~~62.6%~~63.5% and ~~64.0%~~62.6% in nine months 2020 and 2019, ~~and 2018,~~ respectively, ~~a favorable decrease~~an unfavorable increase of ~~1.4~~0.9 percentage points. ~~Higher price realization contributed to~~Lower net product sales and production volumes were the ~~aforementioned favorable decrease in~~principal drivers of the above discussed adjusted cost of goods sold as a percentage of net product sales because these plant manufacturing overhead costs are primarily fixed and recurring each year, and only partially decline with lower volumes. Certain cost and expense reductions, which include Company initiatives to reduce costs, partially offset the decrease in third quarter and nine months ~~2019.~~

2020 gross profit margins. The Company is continuing ~~its~~to make investments in ~~its~~ plant manufacturing operations to meet new consumer

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and customer demands, achieve product quality improvements, ~~and~~ increase operational ~~efficiencies. Plant~~ efficiencies ~~driven by capital investments~~ and ~~ongoing cost containment programs contributed~~provide genuine value to consumers for the improved gross profit margins discussed above. The prior year 2018 product cost of goods sold was adversely affected by the implementation and start-up of new manufacturing packaging lines and resulting operational inefficiencies as well as unfavorable experience from certain employee benefit self-insurance programs.long-term.

Selling, marketing and administrative expenses were $32,868 in third quarter 2020 compared to $33,578 in third quarter 2019, ~~compared to $36,620 in third quarter 2018,~~ and nine months ~~2019~~2020 selling, marketing and administrative expenses were ~~$92,909~~$78,699 compared to ~~$91,229~~$92,902 in nine months ~~2018.~~2019. Selling, marketing and administrative expenses include ~~$213~~$4,622 and ~~$2,267~~$213 of certain deferred compensation expenses in third quarter ~~2019~~2020 and ~~2018,~~2019, respectively, and ~~$6,803~~$4,645 and ~~$4,215~~$6,803 of certain deferred compensation expenses in nine months ~~2019~~2020 and ~~2018,~~2019, respectively. As discussed above, these expenses principally result from changes in the market value of investments and investment income from trading securities relating to compensation deferred in previous years, and are not reflective of current operating results. Adjusting for the aforementioned deferred compensation expenses, selling, marketing and administrative expenses decreased from ~~$34,353 in third quarter 2018 to~~ $33,365 in third quarter 2019 to $28,246 in third quarter 2020, a decrease of ~~$988~~$5,119 or ~~2.9%~~15.3%; and selling, marketing and administrative expenses decreased from ~~$87,014 in nine months 2018 to~~ $86,099 in nine months 2019 to $74,054 in nine months 2020 a decrease of ~~$915~~$12,045 or ~~1.1%~~14.0%. As a percentage of net product sales, adjusted selling, marketing and administrative expenses decreased from ~~18.9% in third quarter 2018 to~~ 18.3% in third quarter 2019 ~~a favorable decrease of 0.6~~

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~~percentage points as a percent of net sales, and adjusted selling, marketing and administrative expenses decreased from 22.4%~~to 18.0% in ~~nine months 2018 to 22.1% in nine months 2019,~~third quarter 2020, a favorable decrease of 0.3 percentage points as a percent of net product sales, and adjusted selling, marketing and administrative expenses decreased from 22.1% in nine months 2019 to 21.8% in nine months 2020, a favorable decrease of 0.3 percentage points as a percent of net product sales. The decrease in adjusted selling, marketing and administrative expenses as a percentage of net product sales in third quarter ~~and nine months 2019 principally~~2020 reflects decreases in ~~general~~sales travel and ~~administrative expenses, primarily legal and professional fees, in 2019 when compared to~~trade shows resulting from the ~~corresponding periods in 2018.~~

effects of the Covid-19 pandemic. Selling, marketing and administrative expenses include ~~$14,536~~$12,356 and ~~$14,698~~$14,536 for customer freight, delivery and warehousing expenses in third quarter ~~2019~~2020 and ~~2018,~~2019, respectively, a decrease of ~~$162~~$2,180 or ~~1.1%, and expenses were $36,753 and $36,304 in nine months 2019 and 2018, respectively, an increase of $449 or 1.2%~~15.0%. These expenses were ~~8.0%~~$31,425 and ~~8.1%~~$36,753 in nine months 2020 and 2019, respectively, a decrease of $5,328 or 14.5%. These expenses were 7.9% and 8.0% of net product sales in third quarter 2020 and 2019, and ~~2018, respectively,~~were 9.3% and ~~were~~ 9.4% of net product sales in ~~both~~ nine months 2020 and 2019, ~~and 2018.~~respectively.

Earnings from operations were $25,529 in third quarter 2020 compared to $36,038 in third quarter 2019, and were $46,766 in nine months 2020 compared to ~~$30,226 in third quarter 2018, and were~~ $54,311 in nine months ~~2019 compared to $50,436 in nine months 2018.~~2019. Earnings from operations include ~~$221~~$4,847 and ~~$2,350~~$221 of certain deferred compensation expenses in third quarter ~~2019~~2020 and ~~2018;~~2019; respectively, and include ~~$7,057~~$4,890 and ~~$4,365~~$7,057 of certain deferred compensation expenses in nine months ~~2019~~2020 and ~~2018,~~2019, respectively, which are discussed above. Adjusting for these deferred compensation costs and expenses, earnings from operations were ~~$36,259~~$30,376 and ~~$32,576~~$36,259 in third quarter 2020 and 2019, ~~and 2018,~~ respectively, ~~an increase~~a decrease of ~~$3,683~~$5,883 or ~~11.3%~~16.2%; and adjusted operating earnings were ~~$61,368~~$51,656 and ~~$54,801~~$61,368 in nine months 2020 and 2019, ~~and 2018,~~ respectively, ~~an increase~~a decrease of ~~$6,567~~$9,712 or ~~12.0%~~15.8%. As a percentage of net product sales, these adjusted operating earnings were ~~19.9%~~19.4% and ~~17.9%~~19.9% in third quarter 2020 and 2019, ~~and 2018,~~ respectively, ~~a favorable increase~~an unfavorable decrease of ~~2.0~~0.5 percentage points as a percentage of net product sales; and as a percentage of net product sales, these adjusted operating earnings were ~~15.8%~~15.2% and ~~14.1%~~15.8% in nine months 2020 and 2019, ~~and 2018,~~ respectively, ~~a favorable increase~~an unfavorable decrease of ~~1.7~~0.6 percentage points as a percentage of net product sales. The ~~improvement~~decrease in adjusted operating earnings ~~from operations~~in both third quarter and nine months 2020 principally reflects the ~~benefits~~negative impact of ~~higher price realization as well as~~lower net product sales, including the ~~reduction and containment~~effects of ~~certain costs and expense~~lower gross profit margins, as discussed above.

Management believes the comparisons presented in the preceding paragraphs, after adjusting for changes in deferred compensation, are more reflective of the underlying operations of the Company.

Other income, net was $5,863 in third quarter 2020 compared to $1,846 in third quarter 2019, ~~compared to $2,987 in third quarter 2018, an unfavorable decrease~~a favorable increase of ~~$1,141;~~$4,017; and other income, net, was $10,096 in nine months 2020 compared to $10,916 in nine months 2019, ~~compared to $6,871 in nine months 2018, a favorable increase~~an unfavorable decrease of ~~$4,045.~~$820. Other income, net for third quarter ~~2019~~2020 and ~~2018~~2019 includes net gains and investment income of ~~$221~~$4,847 and ~~$2,350,~~$221, respectively, on trading securities which provide an economic hedge of the Company’s deferred compensation liabilities; and other income, net for nine months ~~2019~~2020 and ~~2018~~2019 includes net gains and investment income of ~~$7,057~~$4,890 and ~~$4,365,~~$7,057, respectively, on trading securities. These changes in trading securities were substantially offset by a like amount of deferred compensation expense included in product cost of goods sold and selling, marketing, and administrative expenses in the respective periods as discussed above. Other income, net for third quarter ~~2019~~2020 and ~~2018~~2019 includes investment income on available for sale securities of $950 and $1,160 in 2020 and ~~$799 in~~ 2019, ~~and 2018,~~ respectively; and other income, net for nine months ~~2019~~2020 and ~~2018~~2019 includes investment income on available for sale securities of $3,051 and $3,341 in 2020 and ~~$2,520 in~~ 2019, ~~and 2018,~~ respectively. Other income (loss), net also includes gains (losses) on foreign exchange of ~~$181~~$(222) and ~~$(506)~~$181 in third quarter ~~2019~~2020 and ~~2018,~~2019, respectively, and ~~$(265)~~$1,440 and ~~$(783)~~$(265) in nine months ~~2019~~2020 and ~~2018,~~2019, respectively.

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The consolidated effective tax rates were ~~21.2%~~21.4% and ~~21.5%~~21.2% in third quarter ~~2019~~2020 and ~~2018,~~2019, respectively, and ~~22.9%~~22.6% and ~~22.1%~~22.9% in nine months 2020 and 2019, ~~and 2018,~~ respectively. ~~The higher~~Lower state income taxes contributed to these lower effective tax rates in 2020. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was signed into U.S. law. The CARES Act has provided a substantial stimulus and assistance package intended to address the impact of the Covid-19 pandemic, including tax relief and government loans, grants and investments. The Canadian government also has enacted a stimulus program, Canadian Emergency Wage Subsidy (“CEWS”), to respond to the economic impact of Covid-19. The Company’s financial results in third quarter and nine months ~~2019 principally~~2020 did reflect ~~higher state~~some benefits from these stimulus programs. The U.S. and ~~foreign income tax expense, including~~Canadian governments may enact additional stimulus legislation in fourth quarter 2020 or 2021, but the Company cannot predict what impact, if any, such additional stimulus would have on the overall economy and the Company’s operating results. The Company continues to monitor any effects ~~of certain international tax provisions relating to U.S. tax reform~~and related benefits that may result from the above discussed legislation ~~that became effective at the beginning of 2018.~~and other stimulus programs.

Net earnings attributable to Tootsie Roll Industries, Inc. were $24,673 (after $10 net loss attributed to non-controlling interests) in third quarter 2020 compared to $29,854 (after $8 net loss attributed to non-controlling interests) in third quarter 2019, ~~compared to $26,104 (after $25 net loss attributed to non-controlling interests) in third quarter 2018,~~ and earnings per share were ~~$0.46~~$0.37 and ~~$0.40~~$0.44 in third quarter 2020 and 2019, ~~and 2018,~~ respectively, ~~an increase~~a decrease of ~~$0.06~~$0.07 per share, or ~~15.0%~~15.9%. Nine months ~~2019~~2020 net earnings attributable to Tootsie Roll Industries, Inc. were ~~$50,365~~$44,043 (after ~~$64~~$22 net loss attributed to non-controlling interests) compared to nine months ~~2018~~2019 net earnings of ~~$44,718~~$50,365 (after ~~$68~~$64 net loss attributed to non-controlling interests), and net earnings per share were ~~$0.77~~$0.66 and ~~$0.68~~$0.75 in nine months ~~2019~~2020 and nine months ~~2018,~~2019, respectively, ~~an increase~~a decrease of $0.09 per share or ~~13.2%~~12.0%. Net earnings in third quarter and nine months 2020 were principally impacted by the decline in net product sales as discussed above. Earnings per share attributable to Tootsie Roll Industries, Inc. for third quarter and nine months ~~2019 did benefit~~2020 benefited from the

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reduction in average shares outstanding resulting from purchases in the open market by the Company of its common stock. Average shares outstanding decreased from ~~66,069 in third quarter 2018 to 65,344 in~~67,286 at third quarter 2019 to 66,423 at third quarter 2020, and from ~~66,182~~67,541 in nine months ~~2018~~2019 to ~~65,598~~66,657 in nine months ~~2019.~~2020.

Goodwill and intangibles, principally trademarks, are assessed annually as of December 31 or whenever events or circumstances indicate that the carrying values may not be recoverable from future cash flows. The Company has not identified any triggering events, as defined, or other adverse information that would indicate a material impairment of its goodwill or intangibles in nine months ~~2019.~~2020. The Company’s trademarks have indefinite lives and Company management believes that the adverse effects of the Covid-19 pandemic on net product sales are temporary and do not significantly affect our business model and long-term strategy. Therefore, we do not consider COVID-19 to be a triggering event to accelerate our annual impairments testing. There were ~~also~~ no impairments in the comparative nine months ~~2018~~2020 period or in calendar year ~~2018.~~2019. Although Company management has not identified any trigging events at this time relating to its intangibles the ultimate effects of the Covid-19 pandemic, including possible longer term effects on consumer lifestyles and behavior, could change this assessment in the future, as discussed below and as outlined in the Company’s risk factors discussed on Form 10-K for the year ended December 31, 2019.

~~As more fully discussed~~Beginning in Note 1, the Company adopted the new accounting revenue recognition guidance (ASC 606) effective January 1, 2018. As a result of adoption, the cumulative impact to retained earnings at January 1, 2018 was a net after-tax increase of $3,319 ($4,378 pre-tax). The adoption principally changed the timing of recognition of certain trade promotions and related adjustments thereto which affect net product sales. Revenue for net product sales continues to be recognized at a point in time when products are delivered to or picked up by the customer, as designated by customers’ purchase orders, as discussed in Note 1.

~~From~~ 2012, ~~to 2014,~~ the Company received periodic ~~annual~~ notices from the Bakery, Confectionery, Tobacco Workers and Grain Millers International Union Pension Plan (Plan), a multi-employer defined benefit pension plan for certain Company union employees, that the Plan’s actuary certified the Plan to be in “critical status”, the “Red Zone”, as defined by the Pension Protection Act (PPA) and the Pension Benefit Guaranty Corporation (PBGC); and that ~~plans~~a plan of rehabilitation ~~were~~was adopted by the trustees of the Plan ~~during these years. In~~in 2012. During 2015, the ~~Plan��s~~Company received notices that the Plan’s status was changed to “critical and declining status”, as defined by the PPA and PBGC, for the plan year beginning January 1, ~~2015.~~2015, and that the Plan was projected to have an accumulated funding deficiency for the 2017 through 2024 plan years. A designation of “critical and declining status” implies that the Plan is expected to become insolvent in the next 20 ~~years, and the Plan is projected~~years. The Company has continued to ~~become insolent in 2030. During second quarter 2019, the Company received updated~~receive annual notices each year (2016 through 2020) that ~~the~~this Plan remains in “critical and declining ~~status for~~status” and is projected to become insolvent within the ~~plan year beginning January 1, 2019.~~next 20 years. These ~~new~~ notices have also advised that the Plan trustees were considering the reduction or elimination of certain retirement benefits and may seek assistance from the PBGC. Plans in “critical and declining status” may elect to suspend (temporarily or permanently) some benefits payable to all categories of participants, including retired participants, except retirees that are disabled or over the age of 80. Suspensions must be equally distributed and cannot drop below 110% of what would otherwise be guaranteed by the PBGC.

Based on these updated notices, the Plan’s funded percentage (plan investment assets as a percentage of plan liabilities), as defined, were ~~51.6%~~50.4%, ~~54.7%~~51.6%, and ~~57.0%~~54.7% as of the most recent valuation dates available, January 1, 2019,

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2018, ~~2017,~~ and ~~2016,~~2017, respectively (these valuation dates are as of the beginning of each Plan year). These funded percentages are based on actuarial values, as defined, and do not reflect the actual market value of Plan investments as of these dates. If the market value of investments had been used as of January 1, ~~2018,~~2020 the funded percentage would be ~~54.2%~~48.8% (not ~~51.6%~~50.4%). As of the January 1, ~~2018~~2019 valuation date (most recent valuation available), only ~~18%~~16% of Plan participants were current active employees, ~~52%~~53% were retired or separated from service and receiving benefits, and ~~30%~~31% were retired or separated from service and entitled to future benefits. The number of current active employee Plan participants as of January 1, 2019 fell 14% from the previous year and 17% over the past two years. When compared to the Plan valuation date of January 1, 2011 (seven years earlier prior to the first “critical status” funding notice), current active employee participants have declined 47%, whereas participants who were retired or separated from service and receiving benefits increased 4% and participants who were retired or separated from service and entitled to future benefits increased 14%. The Company understands that the Plan is ~~currently exploring~~continuing to explore additional restructuring measures which include incentives to participating employers in exchange for providing additional future cash contributions as well as suspension of certain retirement benefits.

The Company has been advised ~~by the Plan~~ that its withdrawal liability would have been $99,800, $81,600, ~~$82,200,~~ and ~~$72,700~~$82,200 if it had withdrawn from the Plan during 2019, 2018 ~~2017~~ and ~~2016,~~2017, respectively. The ~~decrease~~increase from ~~2017~~2018 to ~~2018~~2019 was ~~driven by an increase in the PBGC interest rate, resulting in~~mainly attributable to a decrease in the ~~value of vested benefits, and an increase in the~~ Plan’s assets during 2018, net of market returns, and the withdrawal of a large contributing employer where their actual withdrawal payments (likely over 20 years as ~~well as some decrease in the Plan’s affected benefits; however, the aforementioned was offset by effects of the Company comprising a larger share of the Plan’s contribution base.~~discussed below) are not enough to fully fund their actual withdrawal liability. The Company’s relative share of the Plan’s contribution base, driven by employer withdrawals, has increased ~~over~~for the last several years, and ~~management~~Management believes that this trend could continue indefinitely which will add upward pressure on the Company’s withdrawal liability. Subsequent to September 30, 2019, the Company requested and was advised by the Plan that its withdrawal liability would be $99,800 if it withdrew from the Plan during 2019. The Company has not yet made any analysis or evaluation as to the drivers which contributed to this increase in the Company’s withdrawal liability. Based on the above, including the Plan’s projected insolvency in the year 2030, ~~management~~Management believes that the Company’s withdrawal liability could increase further in future years.

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Based on the Company’s updated actuarial study and certain provisions in ERISA and the law relating to withdrawal liability payments, ~~management~~Management believes that the Company’s liability would likely be limited to twenty annual payments of ~~$3,059~~$3,045 which have a present value in the range of ~~$35,900~~$35,700 to ~~$46,900~~$46,700 depending on the interest rate used to discount these payments. While the Company’s actuarial consultant does not believe that the Plan will suffer a future mass withdrawal (as defined) of participating employers, in the event of a mass withdrawal, the Company’s annual withdrawal payments would theoretically be payable in perpetuity. Based on the Company’s updated actuarial study, the present value of such perpetuities is in the range of ~~$50,100~~$49,900 to ~~$105,000~~$104,500 and would apply in the unlikely event that substantially all employers withdraw from the Plan. The aforementioned is based on a range of valuations and interest rates which the Company’s actuary has advised is provided under the statute. Should the Company actually withdraw from the Plan at a future date, a withdrawal liability, which could be higher than the above discussed amounts, could be payable to the Plan.

The Company’s current labor contract requires the Company’s continued participation in this Plan through September 2022. The amended rehabilitation plan, which also continues, requires that employer contributions include 5% compounded annual surcharge increases each year for an unspecified period of time beginning in 2012 as well as certain plan benefit reductions. The Company’s pension expense for this Plan for nine months 2020 and 2019 was $2,226 and ~~2018 was~~ $2,307, ~~and $2,201,~~ respectively, which includes surcharges of $785 and $738, respectively, as required under the amended rehabilitation plan. Such surcharges for calendar years 2019 and ~~$630,~~2018 were $948 and $811, respectively.

The Company understands that the U.S. Congress ~~has continued~~and the U.S. Senate have proposed various legislation, including the “Butch Lewis Act,” that would provide varying degrees of assistance to ~~explore~~troubled multi-employer plans similar to this Plan, including long-term low interest loans to troubled multi-employer plans. Certain provisions proposed would change the withdrawal liability rules which could increase the Company’s obligation in the event that the Company withdrew from this Plan, resulting in higher annual payment amounts and ~~discuss various solutions, including financial assistance,~~payments for ~~multi-employer pension plans (HR 397,~~a longer period of time in excess of the ~~Butch Lewis Act).~~maximum twenty-year period discussed above. The Company is currently unable to determine the ultimate outcome of the above discussed multi-employer union pension matter and therefore is unable to determine the effects on its consolidated financial statements, but the ultimate outcome could be material to its consolidated results of operations or cash flows in one or more future periods. See also Note 7 in the Company’s Consolidated Financial Statements ~~and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations in~~on Form 10-K for the ~~Company’s 2018 Form 10-K.~~year ended December 31, 2019.

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LIQUIDITY AND CAPITAL RESOURCES

Net cash flows provided by operating activities were ~~$36,176~~$24,088 and ~~$40,980~~$36,176 in nine months ~~2019~~2020 and ~~2018,~~2019, respectively, an unfavorable decrease of ~~$4,804.~~$12,088. The decrease in nine months ~~2019~~2020 cash flows from operating activities principally reflects decreased net earnings and changes in ~~inventories and related timing~~deferred compensation, principally payments of deferred compensation liabilities. The aforementioned was partially offset by a decrease in accounts receivable which reflects lower net product sales ~~and production~~ in ~~the~~ third ~~and fourth~~ quarter ~~periods,~~2020 as well as the timing of net product sales and collections of accounts receivable ~~trade. The timing of payments relating to income taxes payable and prepaid expenses also had some adverse impact on cash flows from operating activities.~~trade in the comparative periods.

Net cash used in investing activities was $12,117 in nine months 2020 compared to $15,043 in nine months ~~2019 compared to $39,521 in nine months 2018.~~2019. Cash flows ~~from~~used in investing activities reflect ~~$49,999~~$82,862 and ~~$65,098~~$49,999 of purchases of available for sale securities during nine months ~~2019~~2020 and ~~2018,~~2019, respectively, and ~~$51,580~~$67,215 and ~~$45,379~~$51,580 of sales and maturities of available for sale securities during nine months ~~2019~~2020 and ~~2018,~~2019, respectively. Nine months ~~2019~~2020 and ~~2018~~2019 investing activities include capital expenditures of $11,425 and $14,151, respectively. Company Management has committed approximately $25,000 to a rehabilitation upgrade and ~~$16,812, respectively.~~expansion of one of its manufacturing plants in the U.S.A. The Company spent approximately $2,400 in 2019, and Management’s projected cash outlays for this project are approximately $9,000 in 2020 and $13,600 in 2021. All capital expenditures ~~in 2019~~ are ~~expected~~ to be funded from the Company’s cash flow from operations and internal ~~sources.~~sources including available for sale securities.

Subsequent to September 30, 2020, the Company received $23,527 from certain split dollar life insurance policies on an executive officer. The ~~higher capital expenditures~~Company has carried this amount as an asset which represents the cumulative premiums previously paid by the Company on such policies, and therefore, this did not result in any gain or loss to the prior year’s nine months 2018 reflects the purchase of new packaging lines at several manufacturing plants. Company management has committed approximately $17,000 to a manufacturing plant rehabilitation upgrade and expansion of one of its manufacturing facilities in the U.S. Management expects the projected cash outlays for this project to be approximately $3,000 in 2019, $6,000 in 2020 and $8,000 in 2021.Company.

The Company’s consolidated financial statements include bank borrowings of ~~$768~~$933 and ~~$190~~$768 at September 30, ~~2019~~2020 and ~~2018,~~2019, respectively, all of which relates to its Spanish subsidiary. The Company had no other outstanding bank borrowings at September 30, ~~2019.~~2020.

Financing activities include Company common stock purchases and retirements of ~~$27,232~~$23,505 and ~~$16,650~~$27,232 in nine months ~~2019~~2020 and ~~2018,~~2019, respectively. Cash dividends of ~~$17,592~~$17,850 and ~~$17,208~~$17,592 were paid in nine months ~~2019~~2020 and ~~2018,~~2019, respectively.

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The Company’s current ratio (current assets divided by current liabilities) was 4.0 to 1 at September 30, 2020 compared to 4.4 to 1 at December 31, 2019 and 4.3 to 1 at September 30, ~~2019 compared to 5.0 to 1 at December 31, 2018 and 4.1 to 1 at September 30, 2018.~~2019. Net working capital was ~~$254,897~~$236,718 at September 30, ~~2019~~2020 compared to ~~$242,655~~$273,786 and ~~$227,766~~$254,897 at December 31, ~~2018~~2019 and September 30, ~~2018,~~2019, respectively. The aforementioned net working capital amounts are principally reflected in aggregate cash and cash equivalents and short-term investments of ~~$164,166~~$166,529 at September 30, ~~2019~~2020 compared to ~~$186,039~~$239,404 and ~~$132,706~~$164,166 at December 31, ~~2018~~2019 and September 30, ~~2018,~~2019, respectively. In addition, long term investments, principally debt securities comprising corporate ~~and municipal~~ bonds, were ~~$178,808~~$201,698 at September 30, ~~2019,~~2020, as compared to ~~$170,409~~$153,031 and ~~$188,393~~$178,808 at December 31, ~~2018~~2019 and September 30, ~~2018,~~2019, respectively. Aggregate cash and cash equivalents and short and long-term investments were ~~$342,974, $356,448,~~$368,227, $392,435, and ~~$321,099,~~$342,974, at September 30, ~~2019,~~2020, December 31, ~~2018~~2019 and September 30, ~~2018,~~2019, respectively. The aforementioned includes ~~$71,790, $62,260,~~$66,120, $76,183, and ~~$67,594~~$71,790 at September 30, ~~2019,~~2020, December 31, ~~2018~~2019 and September 30, ~~2018,~~2019, respectively, relating to trading securities which are used as an economic hedge for the Company’s deferred compensation liabilities. Investments in available for sale securities, primarily high quality corporate ~~and municipal~~ bonds, ~~variable rate demand notes, and other debt securities~~ that matured during nine months ~~2019~~2020 and ~~2018~~2019 were generally used to purchase the Company’s common stock or were replaced with debt securities of similar maturities.

The Company periodically contributes to a VEBA trust, managed and controlled by the Company, to fund the estimated future costs of certain employee health, welfare and other benefits. The Company is currently using these VEBA funds to pay the actual cost of such benefits through most of 2022. The VEBA trust held ~~$13,594, $15,921~~$9,826, $12,085 and ~~$17,152~~$13,594 of aggregate cash and cash equivalents at September 30, ~~2019,~~2020, December 31, ~~2018~~2019 and September 30, ~~2018,~~2019, respectively. This asset value is included in prepaid expenses and long-term other assets in the Company’s Consolidated Statement of Financial Position. These assets are categorized as Level 12 within the fair value hierarchy.

COVID-19 PANDEMIC

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On March 11, 2020, the World Health Organization designated the recent novel coronavirus ("COVID-19") as a global pandemic. We continue to actively monitor COVID-19 and its potential impact on our operations and financial results, prioritizing employee health and safety. To date, there has not been any material disruption to our supply chain or our manufacturing capabilities that has materially affected our ability to meet sales demands.

The Covid-19 pandemic, and resulting “shelter in place” and closures of “nonessential” businesses by many state and local governments, as well as foreign governments, has had a significant adverse impact on the overall economy. The aforementioned has resulted in the curtailment or complete closing of certain trade channels where our products are historically distributed and sold. The aforementioned has resulted in changes in consumer behavior and consumption, shopping habits, and work and personal routines. Many of the Company’s products are larger confectionary products where a high value is provided to consumers, and such products are often consumed at many “sharing” and “give-a-way” events including group gatherings and activities. However, many of these consumption occasions as well as impulse purchases of our products have been adversely affected or completely curtailed by “shelter in place” mandates, public health guidelines, and consumer fears of returning to their previous lifestyles. As a result, the Company has experienced significant declines in both third quarter and nine months 2020 net product sales. Company management expects some decline in fourth quarter 2020 net product sales but to a lesser extent than in third quarter 2020, however, a resurgence of Covid-19 in fourth quarter 2020 and the colder winter months could result in a continued significant net product sales decline in fourth quarter 2020 and into 2021. The effects of this pandemic are unprecedented and its future effects, including the full “reopening up the economy” which is likely very dependent on the timing and effectiveness of a vaccine, are very uncertain. Therefore, the Company is not able to predict the effects of this pandemic on the fourth quarter 2020 and beyond.

Although the Company has not yet experienced any material disruptions to its business operations, the Covid-19 pandemic could also result in the following:

●

Disruption to supply chain resulting in the unavailability or untimely delivery of raw materials and supplies as well as key services by third parties for the manufacture and distribution of products.

●

Disruption to manufacturing due to plant closures which could result in a lack of labor and supervision because of employee Covid-19 positive tests or related quarantine of employees, excessive sickness, fears or unwillingness of employees to come to work, union demands and resistance to work, or closures mandated by local, state or federal governmental authorities.

●

Disruption to shipping and delivery of inventory, supplies and products to distribution centers and customers where third-party carriers are used.

●

Changes in consumer attitudes and participation in key holidays and seasonal events, including Halloween which has historically comprised approximately 50% of third quarter net product sales.

●

Deteriorating economic conditions, which are discussed below and in the Company Risk Factors on Form 10-K for the year ended December 31, 2019, including high unemployment, declining consumer confidence and spending, and effects of lower GDP, any of which could change the demand for one or more of our products.

●

Impairment in the carrying value of trademarks should the adverse effects of the Covid-19 have a long-term effect on net product sales which could result from changes in consumer behavior, lifestyles, and shopping habits and some or all changes become permanent.

We have prioritized the safety of our employees and therefore the Company has taken many steps to provide our employees with a safe and healthy work environment, including increased sanitation, social distancing measures at all Company locations, having office employees work remotely where possible, curtailing visitors at Company locations, and limiting all airline and other business travel by employees. Because the Company has a sizable investment in marketable securities (see Liquidity and Capital Resources section above) it is well positioned financially to respond to the adverse effects of this pandemic in the short-term, as well as for a longer period of time if necessary.

ACCOUNTING PRONOUNCEMENTS

See Note 1 of the Company’s Condensed Consolidated Financial Statements.

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~~RISK FACTORS~~

~~There were no material changes to the risk factors disclosed in the Company’s 2018 Form 10-K.~~

FORWARD-LOOKING STATEMENTS

This discussion and certain other sections contain forward-looking statements that are based largely on the Company’s current expectations and are made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of words such as “anticipated,” “believe,” “expect,” “intend,” “estimate,” “project,” “plan” and other words of similar meaning in connection with a discussion of future operating or financial performance and are subject to certain factors, risks, trends and uncertainties that could cause actual results and achievements to differ materially from those expressed in the forward-looking statements. Such factors, risks, trends and uncertainties, which in some instances are beyond the Company’s control, include the overall competitive environment in the Company’s industry, changes in assumptions and judgments discussed above under the heading “Significant Accounting Policies and Estimates,” and factors identified and referred to above under the heading “Risk Factors” in this report and under the heading “Risk Factors” in the Company’s ~~2018~~2019 Form 10-K.

The risk factors identified and referred to above, including the effects of the Covid-19 pandemic, are believed to be significant factors, but not necessarily all of the significant factors that could cause actual results to differ from those expressed in any forward-looking statement. Readers are cautioned not to place undue reliance on such forward-looking statements, which are made only as of the date of this report. The Company undertakes no obligation to update such forward-looking statements.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Company is exposed to various market risks, including fluctuations in and sufficient availability of sugar, corn syrup, edible oils, including palm oils, cocoa, dextrose, milk and whey, and gum-base input ingredients and packaging, and fuel costs principally relating to freight and delivery fuel surcharges. 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 all labor, benefits and local plant operating costs at its Canadian plants. The Company is exposed to exchange rate fluctuations in Mexico, Canada, and Spain where its subsidiaries sell products in their local currencies. The Company invests in securities with maturities dates of up to approximately three years which are generally held to maturity, and variable rate demand notes where interest rates are generally reset weekly, all of which limits the Company’s exposure to interest rate fluctuations. There have been no material changes in the Company’s market risks that would significantly affect the disclosures made in the Form 10-K for the year ended December 31, ~~2018.~~2019.

ITEM 4. CONTROLS AND PROCEDURES

Under the supervision and with the participation of ~~management,~~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 September 30, ~~2019~~2020 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,~~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 September 30, ~~2019~~2020 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Information on legal proceedings is included in Note 12 to the Condensed Consolidated Financial Statements.

ITEM 1A. RISK FACTORS

The following additional risk factor relates to the Covid-19 pandemic and should be read in conjunction with the risk factors previously disclosed in Part I, Item 1A, “Risk Factors,” of our 2019 Annual Report on Form 10-K (the "2019 Form 10-K") filed with the SEC. The developments described in this additional risk factor have been expanded upon, and in some cases heightened certain of the risks disclosed in the risk factor section of our 2019 Form 10-K. Except as described herein, the Company is not aware of any material changes with respect to the risk factors disclosed in our 2019 Form 10-K.

Supplemental Risk Factor

Our financial results may be negatively impacted by changes in confectionary trade practices and consumer patterns, operational challenges associated with the actual or perceived effects of a disease or pandemic outbreak, and public health concerns such as the Covid-19 pandemic.

Our business and financial results are impacted by consumer spending levels, impulse purchases, shopping habits and behaviors, consumer activities, work routines, events and traditions where confectionary products are consumed, the availability of our products at retail, including at large retail customers, and our ability to manufacture and distribute products to our customers and consumers in an effective and efficient manner. Government mandates to “shelter in place” or “closing of the economy”, public health guidelines, or fear of exposure or actual effects of a disease, such as the Covid-19 pandemic, could negatively impact our overall business and financial results. Specific factors that may impact our operations, some of which have had, and in the future could have, an unfavorable impact on our operations as a result of Covid-19, include, but are not limited to:

●

Significant reductions in demand for one or more of our products - Changes in demand may be caused by, among other things, the temporary inability of consumers to purchase our products due to illness, quarantine, travel restrictions, financial hardship, “shelter in place” directives, or overall fear to return to past behaviors. Shifts in demand for one or more of our products, changes in trade and distribution patterns, or changes in consumer buying habits, if prolonged, could negatively impact our results.

●

The inability to meet our customers’ needs and achieve efficient production of finished products - Disruptions in our manufacturing operations or supply arrangements caused by the loss or disruption of essential manufacturing materials, supplies and services, transportation resources, workforce availability, or other manufacturing and distribution capability could have significant adverse effects on our business and financial results.

●

Significant adverse changes in the political conditions and government mandates or directives - In markets in which we manufacture, sell or distribute our products, governmental or regulatory actions, closures or other restrictions such as quarantine or travel restrictions, that limit or close our manufacturing, distribution or office facilities, or otherwise prevent our third-party suppliers, sales brokers, or customers from achieving the level of operations necessary for the production, distribution, sale, and support of our products, could negatively impact our results.

●

Risk related to Halloween and other seasonal sales - The Company’s net product sales are highest during the Halloween season which have historically comprised approximately 50% of third quarter net product sales. Changes in consumer behavior, traditions, behaviors, and interest in Halloween activities and events, or changes mandated or recommended by government or health officials, as well as negative media coverage, could significantly affect the Company’s seasonal sales.

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●

Risk of impairment of goodwill or indefinite-lived intangible assets - Significant changes in product demand could adversely affect our long-term sales and cash flows of certain products and brands, and their related trademarks, which could result in an impairment and write-down of certain trademarks or other indefinite lived intangibles. Other long-lived assets are likewise tested for impairment upon the occurrence of a triggering event, which could also result in a write-down.

●

Risks relating to increase in unfunded liability in multi-employer pension plan and effects on the Company withdrawal liability - The Company participates in a multi-employer pension plan (Plan) which is currently in “critical and declining status”, as defined by applicable law, and the Company is subject to a significant withdrawal liability (see also Note 7 of the Company’s Notes to Consolidated Financial Statements and Management’s Discussion and Analysis). Although the equity markets have generally recovered their losses from first quarter 2020, should the plan’s equity and other investment losses return or increase, the adverse effects on the Plan’s investments would likely increase the Plan’s unfunded status and the Company’s withdrawal liability. In addition, other adverse effects, such as increases in participating employer withdrawals from the Plan, would also likely increase the Company’s withdrawal liability.

●

Risks relating to potential employer liability – The effects of Covid-19 relating to employer liability remains uncertain, and if it is determined that employers are to have liability for employee or other matters related to Covid-19, this could have significant adverse effects on our financial results.

With respect to the Covid-19 pandemic, the situation remains fluid and could possibly result in additional material adverse effects on the Company and its financial results. The Company's efforts to manage and mitigate these factors may be unsuccessful, and the effectiveness of these efforts depends on many factors beyond our control, including the duration and severity the Covid-19 pandemic, the timing and effectiveness of a vaccine, and actions taken to contain its spread and mitigate public health effects and fear.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table summarizes the Company’s purchases of its common stock during the quarter ended September 30, ~~2019:~~2020:

Approximate Dollar

(a) Total

Value of Shares that

(a) Total

Value of Shares that

Number of

(b) Average

Purchased as Part of

May Yet Be Purchased

Number of

(b) Average

Purchased as Part of

May Yet Be Purchased

Price Paid per

Publicly Announced Plans

Under the Plans

Price Paid per

Publicly Announced Plans

Under the Plans

Period

Purchased

Or Programs

or Programs

Purchased

Or Programs

or Programs

Jul 1 to Jul 31

68,038

37.48

Not Applicable

112,000

33.13

Not Applicable

Aug 1 to Aug 31

49,246

37.21

Not Applicable

138,321

31.84

Not Applicable

Sep 1 to Sep 30

98,900

36.96

Not Applicable

77,700

31.12

Not Applicable

Total

216,184

37.18

Not Applicable

328,021

32.11

Not Applicable

While the Company does not have a formal or publicly announced stock purchase program, the Company’s board of directors periodically authorizes a dollar amount for share purchases. The treasurer executes share purchase transactions according to these guidelines.

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ITEM 6. EXHIBITS

Exhibits 31.1 — Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibits 31.2 — Certification of the Chief Financial Officer 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.

Exhibit 101.INS - XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Exhibit 101.SCH - XBRL Taxonomy Extension Schema Document.

Exhibit 101.CAL - XBRL Taxonomy Extension Calculation Linkbase Document.

Exhibit 101.LAB - XBRL Taxonomy Extension Label Linkbase Document.

Exhibit 101.PRE - XBRL Taxonomy Extension Presentation Linkbase Document.

Exhibit 101.DEF - XBRL Taxonomy Extension Definition Linkbase Document.

Exhibit 104 - Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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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:	November ~~8, 2019~~13, 2020	BY:	/S/ELLEN R. GORDON

			Ellen R. Gordon
			Chairman and Chief
			Executive Officer

Date:	November ~~8, 2019~~13, 2020	BY:	/S/G. HOWARD EMBER, JR.

			G. Howard Ember, Jr.
			Vice President Finance and
			Chief Financial Officer

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