Tootsie Roll Industries Inc 10-Q for FY2026 Q3
Tootsie Roll Industries Inc (TR)
About this 10-Q
Tootsie Roll Industries Inc filed this 10-Q on November 6, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Tootsie Roll Industries Inc reported nine months 2026 adjusted operating earnings of $56,828, down 30.8% from $82,138, as higher ingredient, advertising and freight costs pressured margins. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $229.05M
- down 1.6% from $232.71M a year earlier
- Net income
- $23.22M
- down 34.9% from net income of $35.66M a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
COMMISSION FILE NUMBER
(Exact Name of Registrant as Specified in its Charter)
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(State of Incorporation) | | (I.R.S. Employer Identification No.) |
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(Address of Principal Executive Offices) | | (Zip Code) |
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: | | Trading Symbol | | Name of each exchange on which registered: |
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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.
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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files)
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.
` | 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
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date (September 30, 2026).
Class | Outstanding | |
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Common Stock, $0.694 par value | | |
Class B Common Stock, $0.694 par value | |
TOOTSIE ROLL INDUSTRIES, INC.
September 30, 2026
INDEX
| | Page No. |
| | |
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| | |
| 3-4 | |
| | |
| Condensed Consolidated Statements of Earnings and Retained Earnings | 5 |
| | |
| 6 | |
| | |
| 7 | |
| | |
| 8-19 | |
| | |
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 20-26 | |
| | |
27 | ||
| | |
27 | ||
| | |
| ||
| | |
28 | ||
| | |
Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities | 29 | |
| | |
29 | ||
| | |
30 | ||
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.
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TOOTSIE ROLL INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(in thousands) (Unaudited)
| | | | | | | | | |
| | September 30, 2026 | | December 31, 2025 | | September 30, 2025 | |||
| | | | | | | | | |
ASSETS | | | | | | | | | |
| | | | | | | | | |
CURRENT ASSETS: | | | | | | | | | |
Cash and cash equivalents | | $ | | | $ | | | $ | |
Restricted cash | | | | | | | | | |
Investments | | | | | | | | | |
Accounts receivable trade, less allowances of $ | | | | | | | | | |
Other receivables | | | | | | | | | |
Inventories: | | | | | | | | | |
Finished goods and work-in-process | | | | | | | | | |
Raw materials and supplies | | | | | | | | | |
Prepaid expenses | | | | | | | | | |
Total current assets | | | | | | | | | |
| | | | | | | | | |
PROPERTY, PLANT AND EQUIPMENT, at cost: | | | | | | | | | |
Land | | | | | | | | | |
Buildings | | | | | | | | | |
Machinery and equipment | | | | | | | | | |
Construction in progress | | | | | | | | | |
Operating lease right-of-use assets | | | | | | | | | |
| | | | | | | | | |
Less - accumulated depreciation | | | | | | | | | |
Net property, plant and equipment | | | | | | | | | |
| | | | | | | | | |
OTHER ASSETS: | | | | | | | | | |
Goodwill | | | | | | | | | |
Trademarks and other intangible assets, net | | | | | | | | | |
Investments | | | | | | | | | |
Prepaid expenses and other assets | | | | | | | | | |
Deferred income taxes | | | | | | | | | |
Total other assets | | | | | | | | | |
Total assets | | $ | | | $ | | | $ | |
(The accompanying notes are an integral part of these statements.)
3
(in thousands except per share data) (Unaudited)
| | | | | | | | | |
| | September 30, 2026 | | December 31, 2025 | | September 30, 2025 | |||
| | | | | | | | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | | |
| | | | | | | | | |
CURRENT LIABILITIES: | | | | | | | | | |
Accounts payable | | $ | | | $ | | | $ | |
Bank loans | | | | | | | | | |
Dividends payable | | | | | | | | | |
Accrued liabilities | | | | | | | | | |
Postretirement health care benefits | | | | | | | | | |
Operating lease liabilities | | | | | | | | | |
Income taxes payable | | | — | | | | | | |
Deferred compensation | | | | | | | | | — |
Total current liabilities | | | | | | | | | |
| | | | | | | | | |
NONCURRENT LIABILITIES: | | | | | | | | | |
Deferred income taxes | | | | | | | | | |
Postretirement health care benefits | | | | | | | | | |
Industrial development bonds | | | - | | | | | | |
Liability for uncertain tax positions | | | | | | | | | |
Operating lease liabilities | | | | | | | | | |
Deferred compensation and other liabilities | | | | | | | | | |
Total noncurrent liabilities | | | | | | | | | |
| | | | | | | | | |
TOOTSIE ROLL INDUSTRIES, INC. SHAREHOLDERS’ EQUITY: | | | | | | | | | |
Common stock, $ | | | | | | | | | |
Class B common stock, $ | | | | | | | | | |
Capital in excess of par value | | | | | | | | | |
Retained earnings | | | | | | | | | |
Accumulated other comprehensive loss | | | ( | | | ( | | | ( |
Treasury stock (at cost) - | | | ( | | | ( | | | ( |
Total Tootsie Roll Industries, Inc. shareholders’ equity | | | | | | | | | |
Noncontrolling interests | | | ( | | | ( | | | ( |
Total equity | | | | | | | | | |
Total liabilities and shareholders’ equity | | $ | | | $ | | | $ | |
(The accompanying notes are an integral part of these statements.)
4
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, 2026 | | September 30, 2025 | | September 30, 2026 | | September 30, 2025 | ||||
| | | | | | | | | | | | |
Net product sales | | $ | | | $ | | | $ | | | $ | |
Rental and royalty revenue | | | | | | | | | | | | |
Total revenue | | | | | | | | | | | | |
Product cost of goods sold | | | | | | | | | | | | |
Rental and royalty cost | | | | | | | | | | | | |
Total costs | | | | | | | | | | | | |
Product gross margin | | | | | | | | | | | | |
Rental and royalty gross margin | | | | | | | | | | | | |
Total gross margin | | | | | | | | | | | | |
Selling, marketing and administrative expenses | | | | | | | | | | | | |
Earnings from operations | | | | | | | | | | | | |
Other (loss) income, net | | | | | | | | | | | | |
Earnings before income taxes | | | | | | | | | | | | |
Provision for income taxes | | | | | | | | | | | | |
Net earnings | | | | | | | | | | | | |
Less: net (loss) income attributable to noncontrolling interests | | | ( | | | ( | | | ( | | | ( |
Net earnings attributable to Tootsie Roll Industries, Inc. | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | |
Net earnings attributable to Tootsie Roll Industries, Inc. per share | | $ | | $ | | $ | | $ | ||||
Dividends per share * | | $ | | $ | | $ | | $ | ||||
| | | | | | | | | | | | |
Average number of shares outstanding | | | | | | | | | | | | |
| | | | | | | | | | | | |
Retained earnings at beginning of period | | $ | | | $ | | | $ | | | $ | |
Net earnings attributable to Tootsie Roll Industries, Inc. | | | | | | | | | | | | |
Cash dividends | | | ( | | | ( | | | ( | | | ( |
Stock dividends | | | — | | | — | | | ( | | | ( |
Retained earnings at end of period | | $ | | | $ | | | $ | | | $ | |
*
(The accompanying notes are an integral part of these statements.)
5
TOOTSIE ROLL INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(in thousands except per share amounts) (Unaudited)
| | Quarter Ended | | Year to Date Ended | ||||||||
| | September 30, 2026 | | September 30, 2025 | | September 30, 2026 | | September 30, 2025 | ||||
| | | | | | | | | | | | |
Net earnings | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | |
Other comprehensive income, before tax: | | | | | | | | | | | | |
Foreign currency translation adjustments | | | ( | | | | | | ( | | | |
| | | | | | | | | | | | |
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 | | | ( | | | ( | | | ( | | | ( |
Unrealized gains (losses) on postretirement and pension benefits | | | ( | | | ( | | | ( | | | ( |
| | | | | | | | | | | | |
Investments: | | | | | | | | | | | | |
Unrealized gains (losses) for the period on investments | | | ( | | | ( | | | ( | | | |
Less: reclassification adjustment for (gains) losses to net earnings | | | ( | | | — | | | ( | | | ( |
Unrealized gains (losses) on investments | | | ( | | | ( | | | ( | | | ( |
| | | | | | | | | | | | |
Derivatives: | | | | | | | | | | | | |
Unrealized gains (losses) for the period on derivatives | | | | | | ( | | | | | | |
Less: reclassification adjustment for (gains) losses to net earnings | | | | | | | | | | | | |
Unrealized gains (losses) on derivatives | | | | | | ( | | | | | | |
| | | | | | | | | | | | |
Total other comprehensive income (loss), before tax | | | ( | | | ( | | | ( | | | |
Income tax expense (benefit) related to items of other comprehensive income (loss) | | | | | | | | | | | | ( |
Total comprehensive earnings | | | | | | | | | | | | |
Comprehensive loss attributable to noncontrolling interests | | | ( | | | ( | | | ( | | | ( |
Total comprehensive earnings attributable to Tootsie Roll Industries, Inc. | | $ | | | $ | | | $ | | | $ | |
(The accompanying notes are an integral part of these statements.)
6
TOOTSIE ROLL INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands) (Unaudited)
| | | | | | |
| | Year to Date Ended | ||||
| | September 30, 2026 | | September 30, 2025 | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | |
Net earnings | | $ | | | $ | |
Adjustments to reconcile net earnings to net cash provided by operating activities: | | | | | | |
Depreciation and amortization | | | | | | |
Deferred income taxes | | | ( | | | |
Amortization (accretion) of marketable security premiums / discounts, net | | | ( | | | ( |
Changes in operating assets and liabilities: | | | | | | |
Accounts receivable | | | ( | | | ( |
Other receivables | | | | | | |
Inventories | | | ( | | | ( |
Prepaid expenses and other assets | | | | | | |
Accounts payable and accrued liabilities | | | | | | |
Income taxes payable | | | ( | | | |
Postretirement health care benefits | | | ( | | | ( |
Deferred compensation and other liabilities | | | ( | | | ( |
Net cash provided by (used in) operating activities | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | |
Capital expenditures | | | ( | | | ( |
Acquisition of business | | | ( | | | — |
Purchases of trading securities | | | ( | | | ( |
Sales of trading securities | | | | | | |
Purchase of available for sale securities | | | ( | | | ( |
Sale and maturity of available for sale securities | | | | | | |
Net cash provided by (used in) investing activities | | | ( | | | ( |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | |
Shares purchased and retired | | | ( | | | ( |
Dividends paid in cash | | | ( | | | ( |
Proceeds from bank loans | | | | | | |
Repayment of bank loans | | | ( | | | ( |
Net cash provided by (used in) financing activities | | | ( | | | ( |
Effect of exchange rate changes on cash | | | ( | | | |
Increase (decrease) in cash and cash equivalents | | | ( | | | ( |
Cash, cash equivalents and restricted cash at beginning of year | | | | | | |
Cash, cash equivalents and restricted cash at end of quarter | | $ | | | $ | |
| | | | | | |
Supplemental cash flow information: | | | | | | |
Income taxes paid, net | | $ | | | $ | |
Interest paid | | $ | | | $ | |
Stock dividend issued | | $ | | | $ | |
(The accompanying notes are an integral part of these statements.)
7
TOOTSIE ROLL INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2026
(in thousands except per share amounts) (Unaudited)
Note 1 — Significant Accounting Policies
General Information
The foregoing data has been prepared from the unaudited financial records of Tootsie Roll Industries, Inc. (the “Company”). In the opinion of Management, all adjustments, which are of a normal recurring nature and 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. The financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial reporting and with the rules and regulations for reporting on Form 10-Q. Accordingly, they do not contain certain information and disclosures required by GAAP for comprehensive financial statements. 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, 2025 (the “2025 Form 10-K”).
Results of operations for the period ended September 30, 2026 are not necessarily indicative of results to be expected for the year to end December 31, 2026 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.
Revenue Recognition
The Company’s revenues, primarily net product sales resulting 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. 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. A net product sale is recorded when the Company delivers the product to the customer or, in certain instances, when 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, less allowances, was $
8
Leases
The Company identifies leases by evaluating its contracts to determine if the contracts convey 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 record the present value of the minimum lease payments over the lease term as a lease liability with an offsetting right-of-use asset that is then presented net of any deferred rent or lease incentives. The discount rate used to calculate the present value of the minimum lease payments is 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 the Company has the right to use the asset as well as any future periods to which the Company has the right and intent to extend the lease under the terms of the lease agreement. 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.
Segment Information
The Company uses the management approach to determine segments by evaluating the nature of the Company’s operating activities, the relative significance of operating segments to consolidated results, how management organizes the business, and by evaluating what the Company’s chief operating decision maker (“CODM”) regularly reviews in deciding how to allocate resources and in assessing operating performance. The Company has determined that it currently has
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU No. 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40)”. The amendments in this update require disclosure, in the notes to the financial statements, of specific expense categories present within expense captions presented on the face of the income statement within continuing operations of public business entities. The amendments in this update are effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. The Company is currently evaluating the potential effects of these amendments on its Consolidated Financial Statements. As these amendments will provide additional information to the financial statement user, we believe the adoption of these amendments will impact the presentation of our disclosures, but will not significantly impact the presentation of our financial condition or results of operations.
In November 2025, the FASB issued ASU No. 2025-09, Derivatives and Hedging, Hedge Accounting Improvements. The new standard is intended to better align the hedge accounting model with risk management activities by expanding hedged risks permitted to be aggregated in a group of individual forecasted transactions. Aggregation under this amendment is permitted based on similar risk exposure and not shared risk exposure. The amendments in this update are effective for annual periods beginning after December 15, 2026. The Company is currently evaluating the potential effects of this amendment on its Consolidated Financial Statements. As these amendments are intended to simplify the reporting requirements for derivatives and hedge accounting, we believe the adoption of these amendments will not significantly impact the presentation of our financial condition, results of operations or disclosures.
In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270) – Narrow Scope Improvements. The new standard is intended to improve the navigability of the required interim disclosures under Topic 270 and to clarify when that guidance is applicable. The amendments in this update result in a comprehensive list of interim disclosures that are required by GAAP. The amendments also include a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The amendments in this update are effective for annual periods beginning after December 15, 2027. The Company is currently evaluating the potential effects of this amendment on its Consolidated Financial Statements. Although these amendments will provide additional information to the financial statement user, we believe the adoption of these
9
amendments will not significantly impact the presentation of our financial condition, results of operations or disclosures.
In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements. This evergreen project facilitates Codification updates for a broad range of Topics arising from technical corrections, unintended application of the Codification, clarifications, and other minor improvements. There are thirty-three issues addressed in this update, and the amendments in this update are varied in nature and may affect the application of guidance in cases in which the original guidance may have been unclear. The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The Company is currently evaluating the potential effects of this amendment on its Consolidated Financial Statements. As these amendments are intended to provide clarifications and minor improvements to the Codification, we believe the adoption of these amendments will not significantly impact the presentation of our financial condition, results of operations or disclosures.
In May 2026, the FASB issued ASU No. 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818). This update establishes guidance on the recognition, measurement, presentation, and disclosure of environmental credits and related obligations. The ASU introduces a comprehensive framework for accounting for environmental credits based on their intended use and clarifies the measurement of environmental credit obligations, including a model that incorporates both cost and fair value elements. The ASU is effective for public business entities for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the potential effects of this amendment on its Consolidated Financial Statements. Although this amendment will provide additional information to the financial statement user, we believe the adoption of this amendment will not significantly impact the presentation of our financial condition, results of operations or disclosures.
No other new accounting pronouncement issued or effective during the fiscal year had or is expected to have a material impact on our consolidated financial statements or disclosures.
Note 2 – Business Acquisitions
Acquisition Overview
On September 1, 2026, the Company acquired a confectionery business in Mexico for aggregate initial cash consideration of approximately $
The transaction was accounted for as a business combination under ASC 805. The preliminary purchase price consideration was allocated to assets acquired and liabilities assumed based on their respective fair values, and consisted of $
Goodwill was determined as the excess of the purchase price over the fair value of the net assets acquired (including the identified intangible assets). The trademarks, other definite-lived intangible assets, and goodwill derived from this acquisition are expected to be deductible for income tax purposes. The goodwill reflects synergies expected when the Winis business is combined with the Company’s existing Mexican subsidiary’s capabilities. The sales and operating results of this acquisition were not material to the reported consolidated sales and operating results for the third quarter and nine months 2026. During third quarter and nine months 2026, the Company recognized approximately $
10
Note 3 — Average Shares Outstanding
The average number of shares outstanding for nine months 2026 reflects aggregate stock purchases of
Note 4 — 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 2022 through 2024. The Company’s consolidated effective income tax rate was
11
NOTE 5—Share Capital and Capital In Excess of Par Value:
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | Capital in | |
| | | | | | | Class B | | | | | | | Excess | ||||
| | Common Stock | | Common Stock | | Treasury Stock | | of Par | ||||||||||
| | Shares | | Amount | | Shares | | Amount | | Shares | | Amount | | Value | ||||
| | (000’s) | | | | | (000’s) | | | | | (000’s) | | | | | | |
Balance at June 30, 2026 | | | | $ | |
| | | $ | |
| | | $ | ( | | $ | |
Issuance of | | — | |
| — |
| — | |
| — |
| — | |
| — | |
| — |
Conversion of Class B common shares to common shares | | | | | |
| ( | |
| ( |
| — | |
| — | |
| — |
Purchase and retirement of common shares and other | | ( | | | ( |
| — | | | — |
| — | | | — | | | ( |
Balance at September 30, 2026 | | | | $ | |
| | | $ | |
| | | $ | ( | | $ | |
| | | | | | | | | | | | | | | | | | |
Balance at June 30, 2025 | | | | $ | |
| | | $ | |
| | | $ | ( | | $ | |
Issuance of | | — | |
| — |
| — | |
| — |
| — | |
| — | |
| — |
Conversion of Class B common shares to common shares | | | | | |
| ( | |
| ( |
| — | |
| — | |
| — |
Purchase and retirement of common shares and other | | — | | | — |
| — | | | — |
| — | | | — | | | — |
Balance at September 30, 2025 | | | | $ | |
| | | $ | |
| | | $ | ( | | $ | |
| | | | | | | | | | | | | | | | | | |
Balance at December 31, 2025 |
| | | $ | |
| | | $ | |
| | | $ | ( | | $ | |
Issuance of |
| | |
| |
| | |
| |
| | |
| — | |
| |
Conversion of Class B common shares to common shares |
| | | | |
| ( | |
| ( |
| — | |
| — | |
| — |
Purchase and retirement of common shares and other |
| ( | | | ( |
| — | | | — |
| — | | | — | | | ( |
Balance at September 30, 2026 |
| | | $ | |
| | | $ | |
| | | $ | ( | | $ | |
| | | | | | | | | | | | | | | | | | |
Balance at December 31, 2024 |
| | | $ | |
| | | $ | |
| | | $ | ( | | $ | |
Issuance of |
| | |
| |
| | |
| |
| | |
| — | |
| |
Conversion of Class B common shares to common shares |
| | |
| |
| ( | |
| ( |
| — | |
| — | |
| — |
Purchase and retirement of common shares and other |
| ( | | | ( |
| — | | | — |
| — | | | — | | | ( |
Balance at September 30, 2025 |
| | | $ | |
| | | $ | |
| | | $ | ( | | $ | |
Note 6 — 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
12
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 own judgments about the assumptions market participants would use in pricing the asset or liability. The use of observable and unobservable inputs is reflected in the hierarchy assessment disclosed in the table below.
As of September 30, 2026, December 31, 2025 and September 30, 2025 the Company had certain financial assets and liabilities that are required to be measured at fair value on a recurring basis. These included derivative hedging instruments related to the foreign currency forward contracts and purchase of certain raw materials, investments in trading securities and available for sale securities. The Company’s available for sale securities principally consist of corporate bonds. The Company’s trading securities principally consist of mutual funds. The Company’s available for sale and trading securities, which utilize Level 1 and Level 2 inputs, are valued based on quoted market prices or alternative pricing sources with reasonable levels of price transparency.
The fair value of the Company’s industrial development bond at September 30, 2026, December 31, 2025 and September 30, 2025 was valued using Level 2 inputs which approximates the carrying value of $
The following tables present information about the Company’s financial assets and liabilities measured at fair value as of September 30, 2026, December 31, 2025 and September 30, 2025 and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value:
| | | | | | | | | | | | |
| | Estimated Fair Value September 30, 2026 | ||||||||||
| | Total | | Input Levels Used | ||||||||
| | Fair Value | | Level 1 | | Level 2 | | Level 3 | ||||
Cash and cash equivalents | | $ | | | $ | | | $ | — | | $ | — |
Available for sale securities | | | | | | | | | | | | — |
Foreign currency derivatives | | | ( | | | — | | | ( | | | — |
Commodity derivatives | | | | | | | | | — | | | — |
Trading securities | | | | | | | | | | | | — |
Total assets measured at fair value | | $ | | | $ | | | $ | | | $ | — |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | Estimated Fair Value December 31, 2025 | ||||||||||
| | | Total | | Input Levels Used | |||||||
| | | Fair Value | | | Level 1 | | | Level 2 | | | Level 3 |
Cash and cash equivalents | | $ | | | $ | | | $ | — | | $ | — |
Available for sale securities | | | | |
| | |
| | | | — |
Foreign currency derivatives | | | | |
| — | |
| | | | — |
Commodity derivatives | | | ( | |
| ( | |
| — | | | — |
Trading securities | | | | |
| | |
| | | | — |
Total assets measured at fair value | | $ | | | $ | | | $ | | | $ | — |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | Estimated Fair Value September 30, 2025 | ||||||||||
| | | Total | | Input Levels Used | |||||||
| | | Fair Value | | | Level 1 | | | Level 2 | | | Level 3 |
Cash and cash equivalents | | $ | | | $ | | | $ | — | | $ | — |
Available for sale securities | | | | | | | | | | | | — |
Foreign currency derivatives | | | ( | | | — | | | ( | | | — |
Commodity derivatives | | | ( | | | ( | | | — | | | — |
Trading securities | | | | | | | | | | | | — |
Total assets measured at fair value | | $ | | | $ | | | $ | | | $ | — |
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In connection with the acquisition by our Mexican subsidiary on September 1, 2026, as discussed in Note 2 of the Condensed Consolidated Financial Statements, we used various valuation techniques to determine fair value, with the primary techniques using discounted cash flow analyses including the multi-period excess earnings, relief-from-royalty, and with-and-without methods, which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy.
Note 7 — Derivative Instruments and Hedging Activities
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 used as hedges of market price risks associated with the anticipated purchases of certain raw materials (primarily sugar). Foreign currency forward contracts are used 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 long-term other assets. Derivative liabilities are recorded in accrued liabilities and long-term other liabilities. The Company uses hedge accounting for its foreign currency and commodity derivative instruments. 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. As of September 30, 2026, December 31, 2025 and September 30, 2025, all derivative instruments were accounted for using hedge accounting.
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 $(
14
The following tables summarize the Company’s outstanding derivative contracts and their effects on its Condensed Consolidated Statements of Financial Position at September 30, 2026, December 31, 2025 and September 30, 2025:
| | | | | | | | | |
| | September 30, 2026 | |||||||
| | Notional | | | | | |||
| | Amounts | | Assets | | Liabilities | |||
Derivatives designated as hedging instruments: | | | | | | | | | |
Foreign currency derivatives | | $ | | | $ | — | | $ | ( |
Commodity derivatives | | | | | | | | | — |
Total derivatives | | | | | $ | | | $ | ( |
| | | | | | | | | |
| | December 31, 2025 | |||||||
| | Notional | | | | | |||
| | Amounts | | Assets | | Liabilities | |||
Derivatives designated as hedging instruments: | | | | | | | | | |
Foreign currency derivatives | | $ | | | $ | | | $ | — |
Commodity derivatives | | | | |
| — | |
| ( |
Total derivatives | | | | | $ | | | $ | ( |
| | | | | | | | | |
| | September 30, 2025 | |||||||
| | Notional | | | | | |||
| | Amounts | | Assets | | Liabilities | |||
Derivatives designated as hedging instruments: | | | | | | | | | |
Foreign currency derivatives | | $ | | | $ | — | | $ | ( |
Commodity derivatives | | | | | | | | | ( |
Total derivatives | | | | | $ | | | $ | ( |
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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, 2026 and September 30, 2025 are as follows:
| | For Quarter Ended September 30, 2026 | |||||||
| | | | | | Gain (Loss) | |||
| | | | Gain (Loss) | | on Amount Excluded | |||
| | Gain (Loss) | | Reclassified from | | from Effectiveness | |||
| | Recognized | | Accumulated OCI | | Testing Recognized | |||
| | in OCI | | into Earnings | | in Earnings | |||
| | | | | | | | | |
Foreign currency derivatives | | $ | ( | | $ | ( | | $ | — |
Commodity derivatives | | | | | | — | | | — |
Total | | $ | | | $ | ( | | $ | — |
| | | | | | | | | |
| | For Quarter Ended September 30, 2025 | |||||||
| | | | | | Gain (Loss) | |||
| | | | Gain (Loss) | | on Amount Excluded | |||
| | Gain (Loss) | | Reclassified from | | from Effectiveness | |||
| | Recognized | | Accumulated OCI | | Testing Recognized | |||
| | in OCI | | into Earnings | | in Earnings | |||
| | | | | | | | | |
Foreign currency derivatives | | $ | ( | | $ | ( | | $ | — |
Commodity derivatives | | | ( | | | ( | | | — |
Total | | $ | ( | | $ | ( | | $ | — |
| | | | | | | | | |
| | For Year to Date Ended September 30, 2026 | |||||||
| | | | | | Gain (Loss) | |||
| | | | Gain (Loss) | | on Amount Excluded | |||
| | Gain (Loss) | | Reclassified from | | from Effectiveness | |||
| | Recognized | | Accumulated OCI | | Testing Recognized | |||
| | in OCI | | into Earnings | | in Earnings | |||
| | | | | | | | | |
Foreign currency derivatives | | $ | ( | | $ | ( | | $ | — |
Commodity derivatives | | | | | | ( | | | — |
Total | | $ | | | $ | ( | | $ | — |
| | | | | | | | | |
| | For Year to Date Ended September 30, 2025 | |||||||
| | | | | | Gain (Loss) | |||
| | | | Gain (Loss) | | on Amount Excluded | |||
| | Gain (Loss) | | Reclassified from | | from Effectiveness | |||
| | Recognized | | Accumulated OCI | | Testing Recognized | |||
| | in OCI | | into Earnings | | in Earnings | |||
| | | | | | | | | |
Foreign currency derivatives | | $ | | | $ | ( | | $ | — |
Commodity derivatives | | | ( | | | ( | | | — |
Total | | $ | | | $ | ( | | $ | — |
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Note 8 — Pension Plans
Beginning in 2012, the Company has received periodic notices from Bakery and Confectionery Union and Industry International Pension Fund (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”, 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 2012. Beginning in 2015, the Plan was reclassified to “critical and declining status”, as defined by the PPA and PBGC, for the plan year beginning January 1, 2015. A designation of “critical and declining status” implies that the Plan is expected to become insolvent in the next
The Company has been advised that its withdrawal liability would have been $
The amended rehabilitation plan, which continues, requires that employer contributions include
The Plan was granted approximately $
17
Note 9 — Accumulated Other Comprehensive Earnings (Loss)
The following tables set forth information with respect to accumulated other comprehensive earnings (loss):
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | Accumulated | |
| | Foreign | | | | Foreign | | | | Postretirement | | Other | ||||||
| | Currency | | | | Currency | | Commodity | | and Pension | | Comprehensive | ||||||
| | Translation | | Investments | | Derivatives | | Derivatives | | Benefits | | Earnings (Loss) | ||||||
Balance at June 30, 2026 | | $ | ( | | $ | ( | | $ | ( | | $ | ( | | $ | | | $ | ( |
Other comprehensive earnings (loss) before reclassifications* | | | ( | | | ( | | | ( | | | | | | — | | | ( |
Reclassifications from accumulated other comprehensive loss | | | — | | | ( | | | | | | ( | | | ( | | | ( |
Other comprehensive earnings (loss) net of tax | | | ( | | | ( | | | ( | | | | | | ( | | | ( |
Balance at September 30, 2026 | | $ | ( | | $ | ( | | $ | ( | | $ | | | $ | | | $ | ( |
| | | | | | | | | | | | | | | | | | |
Balance at June 30, 2025 | | $ | ( | | $ | | | $ | | | $ | ( | | $ | | | $ | ( |
Other comprehensive earnings (loss) before reclassifications | | | | | | ( | | | ( | | | ( | | | — | | | ( |
Reclassifications from accumulated other comprehensive loss | | | — | | | — | | | | | | | | | ( | | | ( |
Other comprehensive earnings (loss) net of tax | | | | | | ( | | | ( | | | ( | | | ( | | | ( |
Balance at September 30, 2025 | | $ | ( | | $ | | | $ | ( | | $ | ( | | $ | | | $ | ( |
| | | | | | | | | | | | | | | | | | |
Balance at December 31, 2025 | | $ | ( | | $ | | | $ | | | $ | ( | | $ | | | $ | ( |
Other comprehensive earnings (loss) before reclassifications* | | | ( | | | ( | | | ( | | | | | | — | | | ( |
Reclassifications from accumulated other comprehensive loss | | | — | | | ( | | | | | | | | | ( | | | |
Other comprehensive earnings (loss) net of tax | | | ( | | | ( | | | ( | | | | | | ( | | | ( |
Balance at September 30, 2026 | | $ | ( | | $ | ( | | $ | ( | | $ | | | $ | | | $ | ( |
| | | | | | | | | | | | | | | | | | |
Balance at December 31, 2024 | | $ | ( | | $ | | | $ | ( | | $ | ( | | $ | | | $ | ( |
Other comprehensive earnings (loss) before reclassifications | | | | | | | | | | | | ( | | | — | | | |
Reclassifications from accumulated other comprehensive loss | | | — | | | ( | | | | | | | | | ( | | | |
Other comprehensive earnings (loss) net of tax | | | | | | ( | | | | | | | | | ( | | | |
Balance at September 30, 2025 | | $ | ( | | $ | | | $ | ( | | $ | ( | | $ | | | $ | ( |
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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 | ||||||||
Comprehensive Income Components | | September 30, 2026 | | September 30, 2025 | | September 30, 2026 | | September 30, 2025 | | Recognized in Earnings | ||||
Investments | | $ | ( | | $ | — | | $ | ( | | $ | ( | | Other income, net |
Foreign currency derivatives | | | | | | | | | | | | | | Other income, net |
Commodity derivatives | | | — | | | | | | | | | | | Product cost of goods sold |
Postretirement and pension benefits | | | ( | | | ( | | | ( | | | ( | | Other income, net |
Total before tax | | | ( | | | ( | | | | | | | | |
Tax (expense) benefit | | | | | | | | | ( | | | ( | | |
Net of tax | | $ | ( | | $ | ( | | $ | | | $ | | | |
Note 10 — 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 11 — Bank Loans
Bank loans consist of short term (less than
Note 12 — Leases
The Company leases certain buildings, land and equipment that are classified as operating leases. These leases have remaining lease terms of up to approximately
The Company, as lessor, rents certain commercial real estate to third-party lessees. The September 30, 2026 and 2025 cost related to these leased properties was $
19
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, 2025 (the “2025 Form 10-K”).
Net product sales were $227,163 in third quarter 2026 compared to $230,614 in third quarter 2025, a decrease of $3,451 or 1.5%. Nine months 2026 net product sales were $528,594 compared to $530,325 in nine months 2025, a decrease of $1,731 or 0.3%. Domestic (U.S.) net product sales in third quarter and nine months 2026 decreased by 2.2% and 0.8% compared to the corresponding period in the prior year; and foreign net product sales, including exports to foreign markets, increased 7.3% and 5.1%, respectively, compared to the corresponding periods in the prior year. For the third quarter and nine months 2026, domestic sales represented 91.6% and 92.1%, respectively, of total consolidated net product sales. Third quarter and nine months 2026 were adversely impacted by the timing of sales, including seasonal Halloween sales, between third and fourth quarter 2026 when compared to the prior year’s corresponding quarterly periods. We are focused on the long term and have continued to support our brands with increased trade promotions, as well as advertising, in the third quarter and nine months 2026. Because trade promotions are accounted for as a reduction in reported net sales, these higher levels of trade promotions had some adverse effects on our reported net sales for third quarter and nine months 2026.
Product cost of goods sold was $155,180 in third quarter 2026 compared to $152,741 in third quarter 2025, and $355,867 in nine months 2026 compared to $346,368 in nine months 2025. Product cost of goods sold includes $1 and $315 of certain deferred compensation expenses in third quarter 2026 and 2025, respectively, and $474 and $627 of certain deferred compensation expenses in nine months 2026 and 2025, respectively. These deferred compensation expenses principally resulted 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. Excluding the adjustment for deferred compensation expenses, product cost of goods sold increased from $152,426 in third quarter 2025 to $155,179 in third quarter 2026, an increase of $2,753 or 1.8%; and increased from $345,741 in nine months 2025 to $355,393 in nine months 2026, an increase of $9,652 or 2.8%. As a percentage of net product sales, adjusted product cost of goods sold was 68.3% and 66.1% in third quarter 2026 and 2025, respectively, an increase of 2.2 percentage points; and 67.2% and 65.2% in nine months 2026 and 2025, respectively, an increase of 2.0 percentage points. Third quarter and nine months 2026 product cost of goods sold and gross profit margins were adversely affected by higher unit costs for ingredients, primarily cocoa and chocolate, and packaging materials. However, our cocoa and chocolate unit costs were more favorable in third quarter 2026 compared to first half 2026 and we expect this to continue in fourth quarter 2026. Cocoa commodities markets have retreated from their extraordinarily high price levels in 2025 but remain well above historical levels. Higher energy costs have driven increases in unit costs for resin-based packaging materials which contributed to higher packaging costs primarily beginning in third quarter 2026. Increased costs, including the effects of inflation, for plant labor and benefits, maintenance, and supplies, also had an adverse effect on margins in third quarter and nine months 2026 compared to the corresponding periods in the prior year.
The Company uses the Last-In-First-Out (LIFO) method of accounting for inventory and costs of goods sold which generally results in lower current net earnings during such periods of increasing costs and higher inflation. Under the LIFO method, the most current costs are charged to cost of goods sold thereby accelerating the realization of higher costs during such periods of rising costs. As the Company moves its product portfolio from synthetic colors to natural colors beginning in 2027, the related higher costs of these inputs will be realized earlier given that the most current costs are charged to cost of goods sold under the LIFO method. Although the Company continues to monitor its input costs, we are mindful of the effects and limits when passing on the above-discussed higher input costs to our customers as well as to the final consumers of our products.
Selling, marketing and administrative expenses were $48,707 in third quarter 2026 compared to $47,031 in third quarter 2025; and $131,035 in nine months 2026 compared to $120,783 in nine months 2025. Selling, marketing and administrative expenses include $12 and $7,019 of certain deferred compensation expenses in third quarter 2026
20
and 2025, respectively, and $10,055 and $13,963 of certain deferred compensation expenses in nine months 2026 and 2025, 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. Excluding the adjustment for deferred compensation expenses, selling, marketing and administrative expenses increased from $40,012 in third quarter 2025 to $48,695 in third quarter 2026, an increase of $8,683 or 21.7%; and increased from $106,820 in nine months 2025 to $120,980 in nine months 2026, an increase of $14,160 or 13.3%. As a percentage of net product sales, adjusted selling, marketing and administrative expenses increased from 17.4% in third quarter 2025 to 21.4% in third quarter 2026, an unfavorable change of 4.0 percentage points; and from 20.1% in nine months 2025 to 22.9% in nine months 2026, an unfavorable change of 2.8 percentage points. These higher expenses as a percentage of sales principally reflect higher freight and delivery, advertising and marketing expenses as well as the adverse effects of higher wages, salaries, and benefits, and certain other expenses. Many of our selling, marketing and administrative expenses are fixed and increase with wage and other inflationary increases and do not change significantly with changes in sales. In addition, during third quarter and nine months 2026 the Company recognized approximately $1,300 and $2,500 of acquisition-related expenses as required under accounting guidance, which had an adverse effect on 2026 results when compared to the corresponding periods in 2025.
The Company is continuing its higher support levels of its brands this year with increased advertising as well as higher trade promotions as discussed above. The Company’s advertising was significantly increased and concentrated in the third quarter this year. As a result, third quarter and nine months 2026 reflect significantly higher advertising expense compared to the corresponding periods in the prior year. As disclosed in Note 1 of the Condensed Consolidated Financial Statements, advertising expenses included in selling, marketing, and administrative expenses were $5,078 and $1,931 in third quarter 2026 and 2025, respectively; and $8,116 and $4,054 in nine months 2026 and 2025, respectively.
Selling, marketing and administrative expenses include $19,659 and $15,434 for customer freight, delivery and warehousing expenses in third quarter 2026 and 2025, respectively, an increase of $4,225 or 27.4%; and $48,619 and $42,397 in nine months 2026 and 2025, respectively, an increase of $6,222 or 14.7%. These expenses were 8.7% and 6.7% of net product sales in third quarter 2026 and 2025, respectively; and 9.2% and 8.0% of net product sales in nine months 2026 and 2025, respectively. During third quarter and nine months 2026, elevated energy costs contributed to significant increases in freight and delivery expenses, reflecting higher fuel surcharges driven by the increase in the cost of diesel fuel. This cost increase accelerated in third quarter 2026 and we expect freight and delivery costs to remain elevated through fourth quarter 2026 and likely into 2027.
Earnings (losses) from operations were $24,703 in third quarter 2026 compared to $32,367 in third quarter 2025; and were $46,299 in nine months 2026 compared to $67,548 in nine months 2025. Earnings from operations include $13 and $7,334 of certain deferred compensation expenses in third quarter 2026 and 2025, respectively; and include $10,529 and $14,590 of certain deferred compensation expenses in nine months 2026 and 2025, respectively, which are discussed above. Adjusting for these deferred compensation expenses, adjusted earnings from operations were $24,716 and $39,701 in third quarter 2026 and 2025, respectively, a decrease of $14,985 or 37.7%; and $56,828 and $82,138 in nine months 2026 and 2025, respectively, a decrease of $25,310 or 30.8%. As a percentage of net product sales, these adjusted operating earnings were 10.9% and 17.2% in third quarter 2026 and 2025, respectively, an unfavorable 6.3 percentage point change; and 10.8% and 15.5% in nine months 2026 and 2025, respectively, an unfavorable 4.7 percentage point change. As discussed above, higher costs and expenses contributed to the decrease in adjusted operating earnings in third quarter and nine months 2026 when compared to the corresponding periods in the prior year.
Other income, net was $6,455 in third quarter 2026 compared to $16,233 in third quarter 2025; and $26,625 in nine months 2026 compared to $30,254 in nine months 2025. Other income, net also includes net gains and investment income of $13 and $7,334 for third quarter 2026 and 2025, respectively, and $10,529 and $14,590 in nine months 2026 and 2025, respectively, on trading securities which provide an economic hedge of the Company’s deferred compensation liabilities. The changes in net investment activity on trading securities in third quarter and nine months 2026 and 2025 reflect the overall changes in the equity markets during these periods. These changes 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.
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Management believes the comparisons presented in the preceding paragraphs, after adjusting for changes in deferred compensation, are useful to our investors and other users of our financial information in assessing the operations of the Company.
Other income, net includes investment income from available for sale securities and cash equivalents of $3,863 and $8,614 for third quarter 2026 and 2025, respectively; and $14,359 and $15,560 in nine months 2026 and 2025, respectively. The prior year third quarter and nine months 2025 includes a favorable cumulative adjustment to record bond accretion not previously reported on certain bonds purchased at a discount. As a result, third quarter and nine months 2026 had lower reported investment income on available for sale securities compared to the corresponding periods in the prior year. In addition, other income, net also includes pre-tax gains (losses) on foreign exchange of $566 and $91 in third quarter 2026 and 2025, respectively, and $(94) and $(1,297) in nine months 2026 and 2025, respectively. Also, the Company collected and realized $1,800 in tariff refund recoveries in third quarter and nine months 2026.
The Company’s effective income tax rates were 25.6% and 26.7% in third quarter 2026 and 2025, respectively, and 25.8% and 27.2% in nine months 2026 and 2025, respectively. The changes in the effective tax rates in the comparative periods principally reflect the effects of changes in certain deferred income taxes relating to deferred compensation that will not be deductible for income taxes when paid in future periods. The Company is currently under audit for its federal income tax returns for 2022 to 2024 calendar years. The Company has not been advised of any proposed audit adjustments that would be material.
Net earnings attributable to Tootsie Roll Industries, Inc. were $23,216 (after $25 net loss attributed to non-controlling interests) in third quarter 2026 compared to $35,659 (after $12 net loss attributed to non-controlling interests) in third quarter 2025, and earnings per share were $0.31 and $0.48 in third quarter 2026 and 2025, respectively, a decrease of $0.17 per share, or 35.4%. Nine months 2026 net earnings attributable to Tootsie Roll Industries, Inc. were $54,224 (after $81 net loss attributed to non-controlling interests) compared to nine months 2025 net earnings of $71,261 (after $43 net loss attributed to non-controlling interests), and net earnings per share were $0.72 and $0.95 in nine months 2026 and nine months 2025, respectively, a decrease of $0.23 per share or 24.2%. Earnings per share attributable to Tootsie Roll Industries, Inc. for third quarter and nine months 2026 benefited from the reduction in average shares outstanding resulting from purchases in the open market by the Company of its common stock during the preceding twelve months. Average shares outstanding decreased from 75,060 at third quarter 2025 to 74,806 at third quarter 2026, and from 75,091 in nine months 2025 to 74,959 in nine months 2026.
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 third quarter or nine months 2026. Although management has not identified any triggering events at this time relating to its intangibles, factors outlined in the Company’s risk factors discussed on Form 10-K for the year ended December 31, 2025 or as discussed in previous Form 10-Qs filed during 2026, could change this assessment in the future.
As outlined in Note 2 of the Company’s Condensed Consolidated Financial Statements, on September 1, 2026, the Company acquired a confectionery business principally comprising the Winis brand whose products are manufactured and sold in Mexico. Management believes that this product line will be complementary to the Company’s existing Mexican subsidiary’s confectionery business which manufactures and sells products under the Tutsi brand. The sales and operating results of this acquisition were not material to the reported consolidated sales and operating results for the third quarter and nine months 2026. During third quarter and nine months 2026, the Company recognized approximately $1,300 and $2,500, respectively, of acquisition-related expenses which are included in selling, marketing and administrative expenses. The recognition of these expenses had an adverse effect on 2026 reported results when compared to the prior year corresponding periods.
Beginning in 2012, the Company has received periodic notices from the Bakery and Confectionery Union and Industry International Pension Fund (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”, 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 2012. Beginning in 2015, the Plan was reclassified to “critical and declining
22
status”, as defined by the PPA and PBGC, for the plan 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. In 2016, the Company received new notices that the Plan’s trustees adopted an updated Rehabilitation Plan effective January 1, 2016, and all annual notices through 2024, prior to receipt of Special Financial Assistance, have continued to classify the Plan in the “critical and declining status” category. In 2024 the Plan received Special Financial Assistance of $3.4 billion. As required by federal law, the Plan is certified to be in “critical status” for plan year 2026 and will be in this status until the plan year ending in 2051 as a result of the Special Financial Assistance received.
Based on these updated notices, the Plan’s funded percentage (plan investment assets as a percentage of plan liabilities as reported), as defined, were 41.0%, 45.2%, and 47.0% as of January 1, 2025, 2024, and 2023, respectively (these valuation dates are as of the beginning of each Plan year and reflect the most recent information available). These funded percentages are based on actuarial values, as defined, and do not reflect the Special Financial Assistance or the actual market value of Plan investments as of these dates. If the market value of investments had been used as of January 1, 2025, including the Special Financial Assistance, the funded percentage would be 81.2% (not 41.0%).
The Company has been advised that its withdrawal liability would have been $102,800, $97,500 and $102,200 if it had withdrawn from the Plan during 2025, 2024 and 2023, respectively (most recent information provided by the Plan). The most recent increase in the withdrawal liability as advised by the Plan was primarily due to the full present value of vested benefits being valued at the PBGC interest rates, as required for plans that receive Special Financial Assistance, rather than a blended interest rate assumption used in previous years. After receiving the Special Financial Assistance, the Plan was required to use PBGC interest rates to value all, instead of a portion, of the present value of vested benefits to provide an estimate of the Company’s withdrawal liability. The net impact of the interest rate assumption change was a decrease in the effective interest rate, which resulted in a higher vested Plan benefit liability. In addition, for withdrawal liability purposes, PBGC regulations require the Special Financial Assistance to be phased-in over a period of time instead of fully recognized immediately.
Based on the Company’s most recent actuarial estimates using the information provided by the Plan with respect to its 2025 withdrawal liability (based on most recent information provided to the Company) and certain provisions in ERISA and laws relating to withdrawal liability payments, management believes that the Company’s liability had the Company withdrawn in 2025 would likely be limited to twenty annual payments of $2,706 which have a present value in the range of $32,904 to $35,413 depending on the interest rate used to discount these payments. While the Company’s actuarial consultant does not anticipate that the Plan will incur 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 same actuarial estimates, had a mass withdrawal occurred in 2025, the present value of such perpetuities is in the range of $47,812 to $56,833 and would apply in the unlikely event that substantially all employers withdraw from the Plan. The aforementioned is based on a range of 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 pension expense for this Plan for nine months 2026 and 2025 was $2,647 and $2,572, respectively. The aforementioned expense includes surcharges of $933 and $907 for nine months 2026 and 2025, respectively, as required under the amended plan of rehabilitation. The Company’s twelve months pension expense for this Plan for 2025 and 2024 was $3,290 and $3,332 respectively, which includes surcharges of $1,160 and $1,174, respectively.
The Plan advised the Company that it was granted approximately $3.4 billion in Special Financial Assistance funds and received those funds in 2024. According to the Company’s actuary, it remains unclear if the Plan can remain solvent through the targeted date of 2051, although as a requirement of the American Rescue Plan Act of 2021, the Plan must remain in “critical status” through 2051 regardless of solvency. The regulations under the aforementioned PBGC financial assistance could result in a higher withdrawal liability even with PBGC financial assistance since those regulations require use of settlement interest rates to value all, instead of a portion, of the present value of vested benefits in determining the Company’s withdrawal liability. In addition, for withdrawal liability purposes, PBGC regulations require the Special Financial Assistance to be phased-in over a period of time instead of fully recognized immediately. While it is uncertain how the requirements imposed by the Special Financial Assistance will impact the Company’s withdrawal liability in the future, the Company’s actuary believes any withdrawal will likely continue to
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be limited to the twenty annual payments previously discussed and that those payments will not be affected by Special Financial Assistance regulation.
Under terms of the Company’s current union contract the Company is obligated to continue its participation in the Plan through expiration in September 2027. The Company is 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 have a material adverse effect on the Company’s consolidated results of operations or cash flows in one or more future periods. See also Note 7 of the Company’s Notes to Consolidated Financial Statements on Form 10-K for the year ended December 31, 2025.
Our operations and sales are principally in North America, and our cross border transactions with Canada and Mexico qualify under the USMCA free-trade agreement. Certain ingredients, including cocoa, chocolate and edible oils, as well as some packaging and other purchases, do have foreign origins outside of USMCA and the related higher tariffs on these purchases added to our costs in 2025 and early 2026. Tariffs on cocoa and palm oil were rescinded during fourth quarter 2025 and third quarter 2026, respectively, which will reduce the annualized impact of these tariffs as the ingredients work their way through our supply chain. We estimated that the incremental cost of tariffs, including those paid directly by our suppliers and passed on to us, negatively impacted our business in 2025 by $3,700 between when they were implemented in second quarter 2025 and the end of 2025. We estimate that the impact on the full year 2026 will also be approximately $3,700. In February 2026, the Supreme Court of the United States issued a ruling that stated the International Emergency Economic Powers Act (IEEPA) does not authorize the imposition of tariffs that were imposed by the President in 2025. In third quarter 2026 the Company collected $1,800 in tariffs previously paid both directly by the Company and indirectly to its suppliers. The Company records any refund benefits when such funds are received.
The Company is focused on the longer term and therefore is continuing to support our brands with higher levels of advertising and trade promotions. We are also continuing to make investments in plant manufacturing operations to meet new customer and consumer product demands, achieve product quality improvements, expand capacity in certain product lines, and increase operational efficiencies in order to provide genuine value to consumers.
LIQUIDITY AND CAPITAL RESOURCES
Net cash flows provided by operating activities were $24,701 and $57,288 in nine months 2026 and 2025, respectively, a decrease of $32,587. The decrease in cash flows from operating activities principally reflects the $17,075 decline in net earnings as discussed above, and the changes in accounts receivable and income taxes payable in the comparative periods. The change in accounts receivable principally results from the timing of sales and collections in the comparative periods; and the change in income taxes payable principally reflects the timing and amounts of income tax payments in the comparative periods, including estimated payments made in the current periods for the respective years.
Cash flows used in investing activities were $56,361 and $91,843 in nine months 2026 and 2025, respectively, a change of $35,482. The decrease in cash flows used in investing activities principally reflects a decrease in purchases of available for sale securities, and an increase in sales and maturities of available for sale investments, partially offset by the $41,471 business acquisition (see Note 2 to the Condensed Consolidated Financial Statements). Nine months 2026 and 2025 investing activities also include capital expenditures of $31,847 and $21,914, respectively. The Company is currently undergoing a plant expansion at one of its manufacturing facilities in the USA, including additional and replacement of certain processing and packaging lines, to better meet the level of forecasted demand for certain products on a timelier and more cost-effective basis. The Company expects that this will take place over the next several years, however, most of the actual expenditures, which relate to the building construction, are expected to occur in 2026 and 2027. We have incurred approximately $29,000 of capital expenditures relating to this expansion to date. Company management believes that the total cost of this expansion, including new machinery and equipment, some of which is normal and recurring replacements, and for food processing infrastructure, and raw materials warehousing will approximate $75,000 to $85,000 over the seven years beginning in 2026. All capital expenditures have been and are expected to be funded from the Company’s cash flow from operations and internal sources including investments in available for sale securities.
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The Company’s condensed consolidated financial statements include short term bank borrowings of $8,325 and $1,011 at September 30, 2026 and 2025, respectively, of which $7,500 of the September 30, 2026 balance relates to the Company’s industrial development bond that matures and is payable in June of 2027. The remaining $825 of bank borrowings at September 30, 2026 and all of the bank borrowings as of September 30, 2025 relate to the Company’s Spanish subsidiary. The Company had no other outstanding bank borrowings at September 30, 2026 and 2025.
Financing activities include Company common stock purchases and retirements of $17,558 and $6,483 in nine months 2026 and 2025, respectively. Cash dividends of $20,103 and $19,497 were paid in nine months 2026 and 2025, respectively.
The Company’s current ratio (current assets divided by current liabilities) was 2.7 to 1 at September 30, 2026 compared to 3.3 to 1 at December 31, 2025 and 2.8 to 1 at September 30, 2025. Net working capital was $206,936 at September 30, 2026 compared to $223,016 and $196,184 at December 31, 2025 and September 30, 2025, respectively. Included in net working capital is cash and cash equivalents and short-term investments totaling $132,461 at September 30, 2026 compared to $176,633 and $119,830 at December 31, 2025 and September 30, 2025, respectively. In addition, long term investments, principally debt securities comprising corporate bonds, were $396,569 at September 30, 2026, as compared to $437,114 and $436,532 at December 31, 2025 and September 30, 2025, respectively. Aggregate cash and cash equivalents and short and long-term investments were $529,030, $613,747, and $556,362, at September 30, 2026, December 31, 2025 and September 30, 2025, respectively, including $131,379, $121,541, and $119,592 at September 30, 2026, December 31, 2025 and September 30, 2025, 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 bonds, that matured during nine months 2026 and 2025, were generally used in the business acquisition as discussed above and capital expenditures or were replaced with debt securities of similar maturities. The net unrealized gain (loss) on available for sale investments was approximately $(6,500) and $1,600 at September 30, 2026 and 2025, respectively, which generally reflects the higher interest rate environment. The Company believes it is likely to hold most of these securities to maturity and therefore does not expect to ultimately realize significant unrealized losses on these investments (see also Item 3 below, QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK).
The Company periodically contributes to a Voluntary Employee Benefit Association (VEBA) trust, managed and controlled by the Company, to fund the estimated future costs of certain employee health, welfare and other benefits. The Company funded $20,000 to the VEBA trust in 2023. No contribution was made during nine months 2026 or 2025. The Company has and will continue to use these VEBA funds to pay the actual cost of such benefits through part or all of 2027. The VEBA trust held $5,042, $8,953 and $10,989 of aggregate cash and cash equivalents at September 30, 2026, December 31, 2025 and September 30, 2025, respectively. This asset value is included in prepaid expenses and long-term other assets in the Company’s Condensed Consolidated Statement of Financial Position. These assets primarily comprise cash and corporate bonds and are categorized as Level 1 and Level 2 within the fair value hierarchy.
ACCOUNTING PRONOUNCEMENTS
See Note 1 of the Company’s Condensed Consolidated Financial Statements.
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CRITICAL ACCOUNTING POLICIES AND ESTIMATES
See Note 1 of the Company’s Condensed Consolidated Financial Statements for more information related to our use of estimates in the preparation of financial statements as well as information related to material changes in our significant accounting policies that were included in our 2025 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 effects of implementing natural colors in products, including related higher costs and availability of supply; changes in and the effects of U.S. tariffs as well as retaliatory tariffs and other import fees and surcharges by other countries; the ability to recover increases in input costs through price increases; successful distribution and sell-through during Halloween and other seasons; the overall competitive environment in the Company’s industry; and the risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2025 and as updated in previously filed Form 10-Qs in 2026.
The risk factors referred to above 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 DISCLOSURES 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, chocolate, dextrose, milk and whey, gum-base input ingredients, packaging, and fuel costs principally relating to freight and delivery fuel surcharges. The Company generally enters into annual supply contracts and hedges certain commodities (primarily sugar) to control and plan for any cost changes. The Company generally enters into longer-term supply contracts to ensure supply and reduce the risk of price volatility for its ingredients and packaging materials, however, freight fuel surcharges are subject to market adjustments and therefore result in some risk.
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 generally enters into Canadian dollar forward contracts to hedge the Canadian currency risk. 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 principally in corporate bonds (available for sale securities) with an average maturity of three to five years, to manage its interest rate risk. While the Company generally holds these investments to maturity, the Company would sell prior to maturity if it was considered beneficial to do so for tax-planning strategies, credit quality or if the Company required the funds to finance a significant reinvestment in the Company, including an acquisition.
The Company believes that the above discussed policies and programs limit the Company’s exposure to significant interest rate fluctuations. Other than the cocoa and chocolate market, energy and freight and delivery costs, and tariffs as discussed above, 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, 2025.
ITEM 4. CONTROLS AND PROCEDURES
Under the supervision and with the participation of Management, the Chief Executive Officer and Chief Financial Officer of the Company have evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of September 30, 2026 and, based on their evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these controls and procedures are effective. Disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures are also designed to ensure that information is accumulated and communicated to Management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
There has been no change in the Company’s internal control over financial reporting that occurred during the Company’s fiscal quarter ended September 30, 2026 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 1A. RISK FACTORS
The following update to our risk factors should be read in conjunction with the risk factors previously disclosed in Part I, Item 1A, “Risk Factors,” of our 2025 Annual Report on Form 10-K (the "2025 Form 10-K") filed with the SEC. Except as described herein, the Company is not aware of any material changes with respect to the risk factors disclosed in our 2025 Form 10-K.
Risk of the imposition of tariffs and other surcharges on our products and the ingredients, packaging and operating equipment and supplies used in our products.
Developments in economic and fiscal policy, most notably those related to tariffs that were being contemplated by regulatory authorities at the time we filed the 2025 Form 10-K with the SEC, continue to have an impact on our Company through nine months of 2026. Our products are principally produced and sold in North America. Product shipped between the United States and our Canada and Mexico manufacturing operations qualify under the U.S.-Mexico-Canada Agreement (“USMCA”) and under the current regulation, continue to be tariff-free. If regulators decide to impose tariffs, or other surcharges are levied by Canada and Mexico, on products that previously qualified under USMCA or if there are changes to the USMCA or if the USMCA is not renewed with these provisions, the impact of tariffs on our cross-border shipments could be significant. In addition, we procure certain ingredients, including edible oils, as well as some packaging and other operating equipment and supplies, from sources outside of the United States which are subject to tariffs. Imposing tariffs on goods we either import directly or purchase from suppliers who import certain products could continue to increase our costs and adversely affect our business. We may be able to mitigate the impact by evaluating our sourcing strategies or working with our vendors but in most instances the inputs we need are only available from certain areas of the world outside of the USMCA. During fourth quarter 2025, tariffs on cocoa were rescinded and therefore we realized some additional cost reductions on these purchases in 2026 as these lower costs began to be reflected in our supply chain. In addition, following the recent U.S. Supreme Court decision issued in February 2026 that invalidated tariffs imposed pursuant to the International Emergency Economic Powers Act (“IEEPA”), the U.S. announced tariffs under different statutory authorities, including a 10% temporary global tariff that expired on July 24, 2026 and thereafter additional tariffs were imposed under other governmental authority. The full impact of these governmental actions on macroeconomic conditions and on our business is uncertain, difficult to predict and depends on a number of factors, including the extent and duration of tariffs, changes in the amount and scope of tariffs, any reversal or temporary suspension of announced tariffs, the availability of additional refunds for tariffs paid under IEEPA, and the imposition of new tariffs and other measures that target countries may take in response to U.S. trade policies. Until such time that more clarity regarding tariffs, as well as possible retaliatory tariffs, is forthcoming, we are not able to ascertain the effects of tariffs on our business.
Risk of continued developments in food industry legislation and regulatory requirements at the federal and state level.
Federal and state legislative and regulatory developments, voluntary phase-out initiatives, and changing consumer preferences and customer expectations are increasing pressure to eliminate certain synthetic colors used in food products. The Company uses synthetic colors in many of its products. The U.S. Food and Drug Administration issued an order in January 2025 revoking authorization for the use of FD&C Red No. 3 in food, effective January 15, 2027, and is working with industry to voluntarily phase out certain other synthetic colors. Many states have enacted or proposed legislation that restricts the use of certain synthetic dyes in food products or the sale of products containing them within their respective states. Regulatory restrictions and voluntary phase-out initiatives differ in scope, timing and legal status, creating uncertainty and potentially increasing the complexity and cost of compliance and reformulation. Reformulation may also affect the appearance and consumer acceptance of certain products. As the Company pursues the goal of eliminating synthetic dyes and implementing natural colors, the Company believes that this will likely result in higher costs and that available supplies of such natural colors may not be adequate to meet industry-wide demand. The significance of the impact of these developments, and the ability to pass on anticipated increased costs to customers and our consumers, remains uncertain at this time.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES
The following table summarizes the Company’s purchases of its common stock during the quarter ended September 30, 2026:
| | | | | | | | | |
| | | | | | | | (d) Approximate Dollar | |
| | (a) Total | | | | (c) Total Number of Shares | | Value of Shares that | |
| | Number of | | (b) Average | | Purchased as Part of | | May Yet Be Purchased | |
| | Shares | | Price Paid per | | Publicly Announced Plans | | Under the Plans | |
Period | | Purchased | | Share | | Or Programs | | or Programs | |
| | | | | | | | | |
Jul 1 to Jul 31 | | 29,606 | | $ | 39.06 | | Not Applicable | | Not Applicable |
| | | | | | | | | |
Aug 1 to Aug 31 | | 215,432 | | | 40.44 | | Not Applicable | | Not Applicable |
| | | | | | | | | |
Sep 1 to Sep 30 | | 98,432 | | | 39.16 | | Not Applicable | | Not Applicable |
| | | | | | | | | |
Total | | 343,470 | | $ | 39.95 | | Not Applicable | | Not Applicable |
All shares purchased during the quarter were acquired in open-market transactions. 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 Company executes share purchase transactions according to these guidelines.
ITEM 6. EXHIBITS
Exhibit 31.1 — Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 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 6, 2026 | | BY: | /s/ ELLEN R. GORDON |
| | | Ellen R. Gordon | |
| | | Chairman and Chief | |
| | | Executive Officer | |
| | | | |
Date: | November 6, 2026 | | BY: | /s/ G. HOWARD EMBER, JR. |
| | | G. Howard Ember, Jr. | |
| | | Vice President Finance and | |
| | | Chief Financial Officer | |
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CERTIFICATION
I, Ellen R. Gordon, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Tootsie Roll Industries, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | November 6, 2026 |
| | |
| By: | /s/ELLEN R. GORDON |
| | Ellen R. Gordon |
| | Chairman and Chief |
| | Executive Officer |
Exhibit 31.2
CERTIFICATION
I, G. Howard Ember, Jr. certify that:
1. I have reviewed this quarterly report on Form 10-Q of Tootsie Roll Industries, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | November 6, 2026 |
| | |
| By: | /s/G. HOWARD EMBER, JR. |
| | G. Howard Ember, Jr. |
| | Vice President Finance and |
| | Chief Financial Officer |
Certificate Pursuant to Section 1350 of Chapter 63
Of Title 18 of the United States Code
Each of the undersigned officers of Tootsie Roll Industries, Inc. certifies that (i) the Quarterly Report on Form 10-Q of Tootsie Roll Industries, Inc. for the quarterly period ended September 30, 2026 (the Form 10-Q) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Tootsie Roll Industries, Inc.
Dated: | November 6, 2026 | | /s/ELLEN R. GORDON |
| | | Ellen R. Gordon |
| | | Chairman and Chief |
| | | Executive Officer |
| | | |
| | | |
Dated: | November 6, 2026 | | /s/G. HOWARD EMBER, JR. |
| | | G. Howard Ember, Jr. |
| | | Vice President Finance and |
| | | Chief Financial Officer |