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Proc-Type: 2001,MIC-CLEAR
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 2, 2004 TOR Minerals International, Inc. (Exact Name of Registrant as Specified in Its
Charter) Delaware (State or Other Jurisdiction of Incorporation)
0-17321 74-2081929 (Commission File Number) (IRS Employer Identification No.) 722 Burleson Street (Address of Principal Executive Offices) (Zip Code) (361) 883-5591 (Registrant's Telephone Number, Including Area Code) N/A (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 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION The information in this Current Report and in the accompanying
exhibit is being furnished and shall not be deemed "filed" for purposes of
Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange
Act"), or incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing. On November 2, 2004, TOR Minerals International, Inc. issued a
press release announcing financial results for the quarter ended September 30,
2004. A copy of this press release is attached hereto as Exhibit
99.1. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Businesses Acquired. (b) Pro Forma Financial Information. (c) Exhibits. SIGNATURES 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 undersigned hereunto duly authorized. TOR MINERALS INTERNATIONAL, INC. Date: November 4, 2004 RICHARD BOWERS Richard Bowers Date: November 4, 2004 LAWRENCE W. HAAS Lawrence W. Haas EXHIBIT INDEX Exhibit No. Description 99.1 Press Release, dated November 2, 2004, announcing
financial results for the quarter ended September 30,
2004. Exhibit 99.1 TOR MINERALS INTERNATIONAL ANNOUNCES THIRD QUARTER FINANCIALS Corpus Christi, Texas November 2, 2004 -- TOR Minerals
International (NASDAQ: TORM) producer of natural titanium dioxide pigments and
specialty aluminas today announced that for the third quarter ended September
30, 2004 it earned $473,000 as compared with a profit of $612,000 in the third
quarter of 2003. Results for the nine months ended September 30, 2004 were a
profit of $904,000 against a profit of $1,047,000 for the first nine months of
2003. Sales for the nine month period were $21,834,000 as against $16,959,000 a
year earlier, an increase of 29% and sales for the quarter were $9,444,000
compared to $7,057,000 for the third quarter of 2003. Richard L. Bowers, President and C.E.O., said that results were
unfavorably impacted by sharp increases in the cost of oil and natural gas,
freight, and raw materials during the period. However, he said the company had
been compensating for these increases by raising the prices of its products but
that the increased selling prices, in most cases, lagged the cost increases. Mr. Bowers stated that the Company relished the opportunity to
commission the new HITOX (Registered Trademark) titanium dioxide expansion in Corpus
Christi as the new process will substantially reduce the consumption of natural
gas. Commissioning is scheduled to begin the second week in November. He also
said that increased alumina mono oxyhydrate capacity would be available at the
Netherlands plant by the third week in November. This new capacity is planned,
in part, to allow for an expansion in production of the newly developed nano
pigments TOR BRITE (Registered Trademark) and TOR COAT (Registered Trademark) introduced in
August. Based in Corpus Christi, Texas, TOR Minerals manufactures
pigments in Texas, Malaysia, and the Netherlands which are marketed
worldwide. This statement provides forward-looking information as that
term is defined in the Private Securities Litigation Reform Act of 1995, and,
therefore, is subject to certain risks and uncertainties. There can be no
assurance that the actual results, business conditions, business developments,
losses and contingencies and local and foreign factors will not differ
materially from those suggested in the forward-looking statements as a result of
various factors, including market conditions, general economic conditions,
including the risks of a general business slow down or recession, the increasing
cost of energy, raw materials and labor, competition, advances
Corpus Christi, Texas
78402
Not
applicable.
Not applicable.
99.1 Press Release, dated November 2, 2004, announcing
financial results for the quarter ended September 30,
2004.
(Registrant)
President and CEO
Treasurer and
CFO
Contact for Further Information:
David Mossberg
Beacon Street Group Investor Relations
(817) 459-2346
Tables Follow
TOR MINERALS INTERNATIONAL, INC.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
(in thousands, except per share amounts)
Three Months Ended |
Nine Months Ended | |||||||
September 30, |
September 30, | |||||||
2004 |
2003 |
2004 |
2003 | |||||
NET SALES |
$ |
9,444 |
$ |
7,057 |
$ |
21,834 |
$ |
16,959 |
Cost of products sold |
7,683 |
5,318 |
16,916 |
12,607 | ||||
GROSS MARGIN |
1,761 |
1,739 |
4,918 |
4,352 | ||||
GROSS MARGIN % |
18.6% |
24.6% |
22.5% |
25.7% | ||||
Selling, administrative and general |
1,151 |
1,063 |
3,681 |
3,099 | ||||
OPERATING INCOME |
610 |
676 |
1,237 |
1,253 | ||||
OTHER INCOME (EXPENSE): |
||||||||
Interest income |
1 |
-- |
3 |
-- | ||||
Interest expense |
(79) |
(83) |
(158) |
(205) | ||||
Other, net |
2 |
28 |
(31) |
26 | ||||
INCOME BEFORE INCOME TAX |
534 |
621 |
1,051 |
1,074 | ||||
Taxes |
61 |
9 |
147 |
27 | ||||
NET INCOME |
$ |
473 |
$ |
612 |
$ |
904 |
$ |
1,047 |
Earnings per common share: |
||||||||
Basic |
$ |
0.06 |
$ |
0.09 |
$ |
0.11 |
$ |
0.15 |
Diluted |
$ |
0.06 |
$ |
0.08 |
$ |
0.11 |
$ |
0.15 |
Weighted average common shares and equivalents outstanding: |
||||||||
Basic |
7,779 |
7,119 |
7,719 |
7,036 | ||||
Diluted |
8,052 |
(1) |
7,450 |
8,013 |
(2) |
7,193 |
(1)
168,000 common shares related to the 200,000 convertible preferred shares outstanding were excluded in the computation of diluted earnings per share as the effect would be antidilutive.(2)
153,000 common shares related to the 200,000 convertible preferred shares outstanding were excluded in the computation of diluted earnings per share as the effect would be antidilutive.
TOR MINERALS INTERNATIONAL, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
September 30, 2004 and December 31, 2003
(in thousands)
September 30, 2004 |
December 31, | |||
(Unaudited) |
2003 | |||
ASSETS |
||||
Current assets |
$ |
14,679 |
$ |
10,747 |
Property, plant and equipment, net |
16,077 |
13,470 | ||
Goodwill, net |
1,815 |
1,283 | ||
Other assets |
-- |
42 | ||
Total Assets |
$ |
32,571 |
$ |
25,542 |
LIABILITIES AND SHAREHOLDERS' EQUITY |
||||
Current liabilities |
$ |
8,727 |
$ |
7,978 |
Long-term debt, excluding current maturities |
1,609 |
1,642 | ||
Deferred tax liability |
123 |
-- | ||
Total Liabilities |
10,459 |
9,620 | ||
Shareholders' equity |
22,112 |
15,922 | ||
Total Liabilities & Shareholders' Equity |
$ |
32,571 |
$ |
25,542 |
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