8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: October 23, 2019

(Date of earliest event reported)

TOOTSIE ROLL INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Virginia
(State or other jurisdiction of incorporation) 001-01361
(Commission File Number) 22-1318955
(IRS Employer Identification No.)

7401 South Cicero Avenue
Chicago, IL 60629
(Address of principal executive offices)

Registrant’s telephone number including area code: (773) 838-3400

Not Applicable
(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13 e-4(c) under the Exchange Act (17 CFR 240.13 e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

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

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

Item 2.02.    Results of Operations and Financial Condition.

On October 23, 2019, Tootsie Roll Industries, Inc. issued a press release (the "release") announcing its results of operations and financial condition for the third quarter and nine months ended September 30, 2019. A copy of the release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in the release and in this Item 2.02 is "furnished" and not "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, or otherwise subject to the liabilities of that section. Such information may only be incorporated by reference in another filing under the Securities Exchange Act of 1934 or the Securities Act of 1933 only if and to the extent such subsequent filing specifically references such information.  

Item 9.01.    Financial Statements and Exhibits.

(c) The following exhibit is furnished with this report:

Exhibit 99.1	Press Release of Tootsie Roll Industries, Inc., dated October 23, 2019.
Exhibit 104	Cover Page Interactive Data File (formatted as inline XBRL).

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SIGNATURE

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 under-signed thereunto duly authorized.

October 23, 2019	TOOTSIE ROLL INDUSTRIES, INC.
	By:	/S/ G. HOWARD EMBER, JR.
		G. Howard Ember, Jr.
		Vice President Finance and Chief Financial Officer

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EX-99.1

Exhibit 99.1

TOOTSIE ROLL INDUSTRIES, INC.
	7401 South Cicero Avenue
	Chicago, IL 60629
	Phone 773/838-3400
	Fax 773/838-3534

PRESS RELEASE

STOCK TRADED: NYSE	FOR IMMEDIATE RELEASE
TICKER SYMBOL: TR	Wednesday, October 23, 2019

CHICAGO, ILLINOIS – October 23, 2019 - Ellen R. Gordon, Chairman, Tootsie Roll Industries, Inc. reported third quarter and nine months 2019 net sales and net earnings.

Third quarter 2019 net sales were $181,913,000 compared to $181,505,000 in third quarter 2018, an increase of $408,000. Third quarter 2019 net earnings were $29,854,000 compared to $26,104,000 in third quarter 2018, and net earnings per share were $0.46 and $0.40 in third quarter 2019 and 2018, respectively, an increase of $0.06 or 15%.

Nine months 2019 net sales were $388,953,000 compared to $387,987,000 in nine months 2018, an increase of $966,000. Nine months 2019 net earnings were $50,365,000 compared to $44,718,000 in nine months 2018, and net earnings per share were $0.77 and $0.68 in nine months 2019 and 2018, respectively, an increase of $0.09 per share or 13%.

Mrs. Gordon said, “Both third quarter and nine months 2019 net sales include increases in domestic sales of approximately 1%. Successful pre-Halloween sales and marketing programs contributed to this increase in 2019. Lower foreign sales, including the effects of foreign currency translation to U.S. dollars, adversely affected reported consolidated sales in both third quarter and nine months 2019 compared to the corresponding periods in 2018. The timing of certain sales in third quarter and nine months 2019 also had an unfavorable impact in 2019 when compared to the corresponding periods in the prior year.

Third quarter and nine months 2019 net earnings benefited from higher price realization which allowed the Company to recover some margin decline resulting from increases in certain input costs. Plant efficiencies driven by capital investments and ongoing cost containment programs contributed to the improved results discussed above. The prior year 2018 results were adversely affected by the implementation and start-up of new manufacturing packaging lines and resulting operational inefficiencies as well as unfavorable experience from self-insurance programs. The Company is continuing its investments in its plant manufacturing operations to meet new consumer and customer demands, achieve quality improvements, and increase operational efficiencies. Lower general and administrative expenses, primarily legal and professional fees, and more favorable foreign exchange also contributed to the improved results in third quarter and nine months 2019.

The Company’s effective income tax rates were 21.2% and 21.5% in third quarter 2019 and 2018, respectively, and 22.9% and 22.1% in nine months 2019 and 2018, respectively. Earnings per share benefited from stock purchases in the open market resulting in fewer shares outstanding in both third quarter and nine months 2019."

TOOTSIE ROLL INDUSTRIES, INC.

CONSOLIDATED SUMMARY OF SALES & EARNINGS

FOR THE PERIODS ENDED

SEPTEMBER 30, 2019 and 2018

	Third  Quarter  Ended
	2019		2018
Net Product Sales	$	181,913,000	$	181,505,000
Net Earnings	$	29,854,000	$	26,104,000
Net Earnings Per Share*	$	0.46	$	0.40
Average Shares Outstanding*		65,344,000		66,069,000

	Nine Months  Ended
	2019		2018
Net Product Sales	$	388,953,000	$	387,987,000
Net Earnings	$	50,365,000	$	44,718,000
Net Earnings Per Share*	$	0.77	$	0.68
Average Shares Outstanding*		65,598,000		66,182,000

* Based on average shares outstanding adjusted for 3% stock dividends distributed April 5, 2019 and April 6, 2018.

XML

Document and Entity Information	Oct. 23, 2019
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Oct. 23, 2019
Entity Registrant Name	TOOTSIE ROLL INDUSTRIES, INC.
Entity Incorporation, State or Country Code	VA
Entity File Number	001-01361
Entity Tax Identification Number	22-1318955
Entity Address, Address Line One	7401 South Cicero Avenue
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60629
City Area Code	773
Local Phone Number	838-3400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.69-4/9 per share
Trading Symbol	TR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000098677
Amendment Flag	false