0000098677-13-000002.txt : 20130213 0000098677-13-000002.hdr.sgml : 20130213 20130213171349 ACCESSION NUMBER: 0000098677-13-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121231 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130213 DATE AS OF CHANGE: 20130213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOOTSIE ROLL INDUSTRIES INC CENTRAL INDEX KEY: 0000098677 STANDARD INDUSTRIAL CLASSIFICATION: SUGAR & CONFECTIONERY PRODUCTS [2060] IRS NUMBER: 221318955 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01361 FILM NUMBER: 13604426 BUSINESS ADDRESS: STREET 1: 7401 S CICERO AVE CITY: CHICAGO STATE: IL ZIP: 60629 BUSINESS PHONE: 7738383400 MAIL ADDRESS: STREET 1: 7401 S CICERO AVE CITY: CHICAGO STATE: IL ZIP: 60629 FORMER COMPANY: FORMER CONFORMED NAME: SWEETS CO OF AMERICA INC DATE OF NAME CHANGE: 19660921 8-K 1 dec12f8kfiling.txt TOOTSIE ROLL INDUSTRIES, INC. 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 February 12, 2013 Date of report (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 (I.R.S. Employer Identification No.) 7401 South Cicero Avenue, Chicago, Illinois 60629 (Address of Principal Executive Offices) (Zip Code) 773-838-3400 (Registrant's Telephone Number, Including Area Code) 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: [__] 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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On February 12, 2013, Tootsie Roll Industries, Inc. issued a press release (the "release") announcing its results of operations and financial condition for the fourth quarter ended December 31, 2012. 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 February 12, 2013. 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. February 12, 2013 TOOTSIE ROLL INDUSTRIES, INC. By: /S/G. HOWARD EMBER, JR. G. Howard Ember, Jr. Vice President Finance and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description 99.1 Press Release of Tootsie Roll Industries, Inc., dated February 12, 2013. EX-99 2 exh99_pressrelease.txt TOOTSIE ROLL INDUSTRIES, INC 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 Tuesday, February 12, 2013 CHICAGO, ILLINOIS - February 12, 2013 - Melvin J. Gordon, Chairman, Tootsie Roll Industries, Inc., reported fourth quarter and twelve months 2012 net sales and net earnings. Fourth quarter 2012 net sales were $127,792,000 compared to $128,378,000 in fourth quarter 2011. Fourth quarter 2012 net earnings were $12,796,000 compared to $10,267,000 in fourth quarter 2011, and net earnings per share were $.22 and $.17 in fourth quarter 2012 and 2011, respectively, an increase of $.05 per share or 29%. Twelve months 2012 net sales were $545,985,000 compared to $528,369,000 in twelve months 2011, an increase of $17,616,000 or 3%. Twelve months 2012 net earnings were $52,004,000 compared to $43,938,000 in twelve months 2011, and net earnings per share were $.89 and $.74 in twelve months 2012 and 2011, respectively, an increase of $.15 per share or 20%. Mr. Gordon said, "Fourth quarter 2012 net sales were adversely affected by the timing of sales between the third and fourth quarters in 2012. Adjusting for this timing, fourth quarter 2012 sales were in line with our overall 3% increase for the twelve months 2012 compared to 2011. Net sales and earnings benefited from higher price realization needed to recover a portion of rising commodity and other input costs experienced in recent years. Fourth quarter net earnings also benefited from cost control programs and moderating ingredient costs. Twelve months 2012 sales benefited from effective marketing and selling programs, including back-to-school and pre-Halloween programs. Twelve months 2012 sales and earnings were also impacted by many of the same factors as fourth quarter 2012 which are discussed above. We have made progress toward restoring margins to their historical levels before the increases in commodity costs in recent years, but margins remain below historical levels prior to these increases in commodity and other input costs. Restoring these margins and coping with the effects of some ongoing high commodity costs continue as part of our long-term challenge. The Company's fourth quarter and twelve months 2012 net earnings per share also benefited from common stock purchases in the open market resulting in fewer shares outstanding." TOOTSIE ROLL INDUSTRIES, INC. CONSOLIDATED SUMMARY OF SALES & EARNINGS FOR THE PERIODS ENDED DECEMBER 31, 2012 & 2011 FOURTH QUARTER ENDED 2012 2011 Net Product Sales $ 127,792,000 $ 128,378,000 Net Earnings $ 12,796,000 $ 10,267,000 Net Earnings Per Share * $ .22 $ .17 Average Shares Outstanding * 58,319,000 59,360,000 TWELVE MONTHS ENDED 2012 2011 Net Product Sales $ 545,985,000 $ 528,369,000 Net Earnings $ 52,004,000 $ 43,938,000 Net Earnings Per Share * $ .89 $ .74 Average Shares Outstanding * 58,742,000 59,606,000 *Based on average shares outstanding adjusted for 3% stock dividends distributed April 5, 2012 and April 7, 2011.