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 15, 2006
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 15, 2006, 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, 2005. 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 15, 2006.
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 15, 2006 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 15, 2006.
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, February 15, 2006
CHICAGO, ILLINOIS - February 15, 2006 - Melvin J. Gordon, Chairman, Tootsie
Roll Industries, Inc. reported fourth quarter and twelve months 2005 sales and
earnings. Fourth quarter 2005 sales were $112,495,000 compared to $105,936,000
in the fourth quarter 2004, an increase of $6,559,000 or 6%. Twelve months 2005
sales were $487,739,000 compared to $420,110,000 in the prior year, an increase
of $67,629,000 or 16%.
Fourth quarter 2005 net earnings were $23,325,000 compared to fourth quarter
2004 net earnings of $13,877,000. Fourth quarter net earnings per share were
$.44 in 2005 compared to $.26 per share in 2004, an increase of $.18 per share
or 69%. Twelve months 2005 net earnings were $77,227,000 compared to twelve
months 2004 net earnings of $64,174,000. Twelve months net earnings per
share were $1.44 in 2005 compared to $1.19 per share in twelve months 2004, an
increase of $.25 per share or 21%.
The 2005 and 2004 twelve month periods reflect approximately $76.1 million and
$29.3 million, respectively, of sales from the Concord Confections business
which was acquired on August 30, 2004. Both fourth quarter and twelve months
2005 periods benefited from a $13.9 million after tax gain from the sale of
surplus real estate. However both fourth quarter and twelve months 2005 periods
were adversely affected by a $3.0 million non-recurring after-tax charge
relating to the write-off of a minor trademark and goodwill as determined under
the Company's impairment testing for intangibles, and additional income tax
expense of $0.8 million relating to foreign dividends repatriated under tax
incentives provided by the American Jobs Creation Act of 2004.
Mr. Gordon said, "Fourth quarter and twelve months 2005 sales benefited from the
incremental sales attributable to the Concord acquisition, as well as successful
marketing programs that resulted in increased net sales of the Company's core
brands. Although the Company's fourth quarter and twelve month net earnings
benefited from higher sales and the gain on the sale of surplus real estate,
results were adversely impacted by increases in certain ingredient and packaging
costs, higher energy, fuel and transportation costs, additional costs associated
with the relocation and implementation of new production lines, and the write-
off of certain intangible assets of a minor brand. In addition, higher interest
expense and lower investment income, which reflects the financing of the Concord
acquisition, also adversely affected 2005 results. The Company's per share
earnings did benefit from common stock purchases in the open market in 2004 and
2005 and resulting fewer shares outstanding."
TOOTSIE ROLL INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE PERIODS ENDED
December 31,2005 and 2004
FOURTH QUARTER ENDED
2005 2004
Net Sales $ 112,495,000 $ 105,936,000
Net Earnings $ 23,325,000 $ 13,877,000
Earnings $ .44 $ .26
Average Shares Outstanding 53,394,000 53,772,000
TWELVE MONTHS ENDED
2005 2004
Net Sales $ 487,739,000 $ 420,110,000
Net Earnings $ 77,227,000 $ 64,174,000
Earnings $ 1.44 $ 1.19
Average Shares Outstanding 53,542,000 53,921,000
Based on average shares outstanding adjusted for 3% stock
dividends distributed April 14, 2005 and April 14, 2004.