-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FFnLHvXgPKZAKCyMgOQhZu0ga3u1+yWIb7yNv3Y8musrtX1YDtcJIII6ActMIIXv v9FXsZry4jSGOtshUqzzjA== 0000914760-04-000250.txt : 20041112 0000914760-04-000250.hdr.sgml : 20041111 20041112152018 ACCESSION NUMBER: 0000914760-04-000250 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041109 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041112 DATE AS OF CHANGE: 20041112 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: 041138805 BUSINESS ADDRESS: STREET 1: 7401 S CICERO AVE CITY: CHICAGO STATE: IL ZIP: 60629 BUSINESS PHONE: 3128383400 FORMER COMPANY: FORMER CONFORMED NAME: SWEETS CO OF AMERICA INC DATE OF NAME CHANGE: 19660921 8-K 1 t30827_8knov12.txt NOVEMBER 12, 2004 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 NOVEMBER 9, 2004 Date of report (Date of earliest event reported) TOOTSIE ROLL INDUSTRIES, INC. (Exact Name of Registrant as Specified in Its charter) -------------------------- VIRGINIA 001-01361 22-1318955 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) 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 November 9, 2004, Tootsie Roll Industries, Inc. issued a press release (the "release") announcing its results of operations and financial condition for the third quarter ended October 2, 2004. 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 November 9, 2004. 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. November 12, 2004 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 November 9,2004. EX-99.1 2 t30827_8knov12x99.txt PRESS RELEASE 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, Nov. 9, 2004 CHICAGO, ILLINOIS - November 9, 2004 - Melvin J. Gordon, Chairman, Tootsie Roll Industries, Inc. reported third quarter and nine month 2004 sales and earnings. Third quarter 2004 sales were $156,971,000 compared to $147,201,000 in the third quarter 2003, an increase of 7%. Nine month 2004 sales were $314,174,000 compared to $300,496,000 in the prior year, an increase of 5%. Sales for the third quarter and nine month 2004 periods benefited from $10,485,000 of sales from the Concord Confections business which was acquired on August 30,2004. As the Company's quarterly financial reporting is based on 13-week periods, the nine month 2004 and 2003 periods ended on October 2, 2004 and September 27, 2003, respectively. If nine month 2004 had ended on September 27, 2004, the Company estimates that nine month 2004 sales would have been approximately $4,900,000 less than the above reported 2004 nine month sales amount. Although the third quarter of 2004 and 2003 both comprised exactly 13 weeks, the aforementioned did affect third quarter 2004 sales to the extent of higher seasonal pre-Halloween sales at the end of the quarter. Third quarter 2004 net earnings were $26,976,000 compared to third quarter 2003 net earnings of $26,945,000. Nine month 2004 net earnings were $50,297,000 compared to nine month 2003 net earnings of $50,171,000. Third quarter net earnings per share were $.52 in 2004 compared to $.51 per share in third quarter 2003, an increase of $.01 per share or 2%. Nine month 2004 net earnings per share were $.96 compared to $.94 per share in nine months 2003, an increase of $.02 per share or 2%. Mr. Gordon said, "Third quarter and nine month 2004 results were aided by the Concord acquisition, and the Company's per share earnings benefited from common stock purchases in the open market and the resulting fewer shares outstanding." TOOTSIE ROLL INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF EARNINGS FOR THE 13 WEEKS AND 39 WEEKS ENDED OCT 2, 2004 & SEPT 27, 2003 THIRD QUARTER ENDED ------------------- 2004 2003 ---- ---- NET SALES $156,971,000 $147,201,000 ----------- ----------- NET EARNINGS $ 26,976,000 $ 26,945,000 ----------- ----------- * EARNINGS PER SHARE $ .52 $ .51 ---- ---- *AVERAGE SHARES OUTSTANDING 52,217,000 53,183,000 ---------- ---------- NINE MONTHS ENDED ----------------- 2004 2003 ---- ---- NET SALES $314,174,000 $300,496,000 ----------- ----------- NET EARNINGS $ 50,297,000 $ 50,171,000 ----------- ----------- * EARNINGS PER SHARE $ 0.96 $ 0.94 ----- ----- * AVERAGE SHARES OUTSTANDING 52,410,000 53,460,000 ----------- ----------- * BASED ON AVERAGE SHARES OUTSTANDING ADJUSTED FOR 3% STOCK DIVIDENDS DISTRIBUTED APRIL 14, 2004 AND APRIL 16, 2003. -----END PRIVACY-ENHANCED MESSAGE-----