-----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, UVVO78Je4o0Z/1Iwox9UN7yHm7fAMV0crTjK85uPgRgaFgyqRSec+346I505Nld1 HfqkZq2cLliL/Ep00gRA5Q== 0000842295-06-000034.txt : 20060505 0000842295-06-000034.hdr.sgml : 20060505 20060504175143 ACCESSION NUMBER: 0000842295-06-000034 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060504 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060505 DATE AS OF CHANGE: 20060504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOR MINERALS INTERNATIONAL INC CENTRAL INDEX KEY: 0000842295 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 742081929 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17321 FILM NUMBER: 06809713 BUSINESS ADDRESS: STREET 1: 722 BURLESON CITY: CORPUS CHRISTI STATE: TX ZIP: 78402 BUSINESS PHONE: 3618825175 MAIL ADDRESS: STREET 1: 722 BURLESON CITY: CORPUS CHRISTI STATE: TX ZIP: 78402 FORMER COMPANY: FORMER CONFORMED NAME: HITOX CORPORATION OF AMERICA DATE OF NAME CHANGE: 19920703 8-K 1 x8kmay4.htm FORM 8-K, FIRST QUARTER EARNINGS RELEASE Form 8-K, First Quarter Earnings Release

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):

May 4, 2006

TOR Minerals International, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

0-17321
(Commission File Number)

74-2081929
(IRS Employer Identification No.)

722 Burleson Street
Corpus Christi, Texas


78402

(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))

1



ITEM 2.02             RESULTS OF OPERATIONS AND FINANCIAL CONDITION
.

On May 4, 2006, TOR Minerals International, Inc., or the Company, issued a press release announcing its financial results for the quarter ended March 31, 2006.  The Company reported net income available to shareholders of $185,000, or $0.02 per share, on net sales of $7,185,000.  This compares with net income available to shareholders of $440,000, or $0.05 per share, on net sales of $7,147,000 for the quarter ended March 31, 2005.

TOR Minerals will host a conference call at 4 p.m. Central Time on May 4th to further discuss first quarter results.  The call will be simultaneously webcast, and can be accessed via the News section on the Company's website at www.torminerals.com.

A copy of the press release relating to this Item 2.02 is furnished as Exhibit 99.1 to this Current Report on Form 8-K.  A copy of the press release is also available on its website at www.torminerals.com, under the News tab.

The information in this Current Report on Form 8-K, including the exhibit, is provided under Item 2.02 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. Furthermore, the information in this Current Report on Form 8-K, including the exhibit, shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933 regardless of any general incorporation language in such filings.

ITEM 9.01             FINANCIAL STATEMENTS AND EXHIBITS

(a)

Financial Statements of Businesses Acquired.
Not applicable.

(b)

Pro Forma Financial Information.
Not applicable.

(c)

Shell company transaction
Not applicable

(d)

Exhibits.

The following exhibit is furnished in accordance with the provisions of Item 601 of Regulation S-B:

Exhibit

Number                                  Description

   99.1                      Press Release, dated May 4, 2006, announcing the financial results for the quarter ended March 31, 2006.

2



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.
_____________________
(Registrant)

Date:  May 5, 2006

/s/ LAWRENCE W. HAAS

Lawrence W. Haas
Treasurer and CFO

3



EXHIBIT INDEX

Exhibit No.

Description

 

99.1

Press Release, dated May 4, 2006, announcing the financial results for the quarter ended March 31, 2006.

4


EX-99 2 exhibit99.htm EXHIBIT 99.1, PRESS RELEASE EXHIBIT 99.1 - Press Release Issued May 4, 2006

EXHIBIT 99.1

 

TOR Minerals Announces First Quarter 2006 Financial Results

CORPUS CHRISTI, Texas, May 4, 2006 TOR Minerals International (Nasdaq:TORM), producer of natural titanium dioxide pigments and specialty aluminas, today announced its financial results for the first quarter ended March 31, 2006.  The Company reported net income available to shareholders of $185,000 or $0.02 per fully diluted share, on net sales of $7,185,000.  This compares with net income available to shareholders of $440,000, or $0.05 per share, on net sales of $7,147,000 for the quarter ended March 31, 2005. 

The bulk of HITOX® production was made using TOR’s new manufacturing process, which significantly improved energy efficiency during the first quarter.  Maintenance costs associated with the new process offset some of the savings.  The Company indicated that it has made improvements and expects maintenance costs to decline significantly by the end of the year.

 

Richard Bowers, CEO of TOR Minerals, commented, “First quarter results were in line with our expectations.  We have realigned our expense structure to meet current revenue levels and intensified our efforts to pursue new alumina and HITOX customers and end market applications.”

 

“In addition to increasing sales of our HITOX and alumina products, our primary operating objectives are to increase the utilization of our Netherlands alumina plant, and realize the efficiencies of the new manufacturing process at our Corpus Christi facility,” concluded Mr. Bowers.

TOR Minerals will host a conference call at 4 p.m. Central Time on May 4, 2006 to further discuss first quarter results. The call will be simultaneously webcast, and can be accessed via the News section on the Company's website at www.torminerals.com.

Based in Corpus Christi, Texas, TOR Minerals is an international manufacturer of specialty mineral products for high performance applications with plants and regional offices located in the United States, Netherlands and Malaysia.

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 in technology, changes in foreign currency rates, freight price increase, commodity price increases, delays in delivery of required equipment and other factors.

Contact for Further Information:
David Mossberg
Beacon Street Group, LLC
(817) 310-0051

Tables Follow

1



TOR MINERALS INTERNATIONAL, INC.

CONSOLIDATED CONDENSED STATEMENTS OF INCOME

(in thousands, except per share amounts)

 

 

 

 

 

Three Months Ended March 31,

2006

2005

NET SALES

$

7,185 

 $

7,147 

 

   Cost of products sold

5,630 

5,364 

GROSS MARGIN

 

1,555 

 

1,783 

 

GROSS MARGIN %

 

22%

 

25%

 

   Selling, administrative and general

1,176 

1,128 

OPERATING INCOME

 

379 

 

655 

 

OTHER INCOME (EXPENSE):

   Interest expense, net

(118)

(88)

   Other, net

(11)

(5)

INCOME BEFORE INCOME TAX

 

250 

 

562 

 

Taxes

50 

107 

NET INCOME

 $

200 

 $

455 

 

Preferred stock dividends

 

15 

15 

 

Income available to Common Shareholders

 $

185 

 $

440 

 

 

 

 

 

 

 

Earnings per common share:

   Basic

$

0.02 

$

0.06 

   Diluted

$

0.02 

$

0.05 

Weighted average common shares and equivalents outstanding:

   Basic

7,829 

7,795 

   Diluted

7,920 

(1)

8,119 

(1)

(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



TOR MINERALS INTERNATIONAL, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

March 31, 2006 and December 31, 2005

(in thousands)

March 31,

 

December 31,

 2006

 

 2005

 (Un-Audited)

 

 

ASSETS

Current assets

$

13,529 

 $

12,725 

Property, plant and equipment, net

19,893 

19,535 

Goodwill, net

1,768 

1,729 

Other assets

45 

46 

Total Assets

$

35,235 

 $

34,035 

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities

$

5,320 

 $

5,095 

Long-term debt, excluding current maturities

5,579 

5,460 

Deferred tax liability

587 

528 

Total Liabilities

11,486 

11,083 

Shareholders' equity

23,749 

22,952 

Total Liabilities & Shareholders' Equity

$

35,235 

 $

34,035 

3


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