8-K - TR - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

Date of Report**:** April 22, 2020

(Date of earliest event reported)

TOOTSIE ROLL INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)


Virginia<br>(State or other jurisdiction of incorporation)	001-01361<br>(Commission File Number)	22-1318955<br>(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 April 22, 2020, Tootsie Roll Industries, Inc. issued a press release (the "release") announcing its results of operations and financial condition for the first quarter ended March 31, 2020. 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.


Exhibit 99.1	Press Release of Tootsie Roll Industries, Inc., dated April 22, 2020.

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.


April 22, 2020	TOOTSIE ROLL INDUSTRIES, INC.


	By:	/S/ G. HOWARD EMBER, JR.
		G. Howard Ember, Jr.
		Vice President Finance and Chief Financial Officer

		tr\_Ex99\_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, April 22, 2020 |

CHICAGO, ILLINOIS – April 22, 2020 - Ellen R. Gordon, Chairman, Tootsie Roll Industries, Inc. reported first quarter 2020 net sales and net earnings.

First quarter 2020 net sales were $102,803,000 compared to $101,019,000 in first quarter 2019, an increase of $1,784,000, or 2%. First quarter 2020 net earnings were $11,982,000 compared to $8,955,000 in first quarter 2019, and net earnings per share were $0.18 and $0.13 in first quarter 2020 and 2019, respectively, an increase of $0.05 or 38%. First quarter 2020 net earnings benefitted from foreign exchange after-tax gains of approximately $1,900,000 or $0.03 per share.

Mrs. Gordon said, “Successful marketing and sales programs contributed to the increase in first quarter 2020 sales compared to first quarter 2019. First quarter 2020 sales also benefited from higher price realization, however, the currency translation of foreign sales had some adverse effects on consolidated sales in first quarter 2020 period when compared to 2019.

Manufacturing plant efficiencies driven by capital investments and ongoing cost containment programs contributed to these improved results in first quarter 2020. The Company is continuing its investments in its plant manufacturing operations to meet new consumer and customer demands, achieve quality improvements, provide genuine value to consumers, and increase operational efficiencies. Cost and expense control programs, including more favorable freight and delivery expenses, contributed to the improved results in first quarter 2020.

First quarter 2020 includes pre-tax foreign exchange gains of $2,510,000 compared to pre-tax foreign exchange losses of $234,000 in first quarter 2019. The after-tax effects of these foreign exchange gains and losses approximated a $1,900,000 gain and a $200,000 loss in first quarter 2020 and first quarter 2019, respectively. The Company’s effective income tax rates were 21.5% and 24.3% in first quarter 2020 and 2019, respectively. Earnings per share benefited from stock purchases in the open market resulting in fewer shares outstanding in first quarter 2020.

Due to the adverse effects of the Covid-19 pandemic on the overall economy, the Company has experienced a significant decline in customer orders and sales in second quarter 2020, and expects this trend to adversely affect net earnings in second quarter 2020 and may affect the third and fourth quarters in 2020 as well. The effects of Covid-19 are unprecedented, and therefore the Company is unable to ascertain the effects on its sales and net earnings for the balance of 2020.”

TOOTSIE ROLL INDUSTRIES, INC.

CONSOLIDATED SUMMARY OF SALES & EARNINGS

FOR THE PERIODS ENDED

MARCH 31, 2020 and 2019

|  | First  Quarter  Ended |  |  |  |

| --- | --- | --- | --- | --- | | | 2020 | | 2019 | | | Net Product Sales | $ | 102,803,000 | $ | 101,019,000 | | Net Earnings | $ | 11,982,000 | $ | 8,955,000 | | Net Earnings Per Share* | $ | 0.18 | $ | 0.13 | | Average Shares Outstanding* | | 66,875,000 | | 67,814,000 |

* Based on average shares outstanding adjusted for 3% stock dividends distributed April 3, 2020 and April 5, 2019.