-----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, MfUZYzH290So3fq98pvK5eLRQQIjeMCnNMWK2kpZvIYt2Wy6ElFTE5nGBLqnAG5Z 32Vmt4udMd8stmuKBqEs0g== 0000842295-06-000068.txt : 20060731 0000842295-06-000068.hdr.sgml : 20060731 20060731162602 ACCESSION NUMBER: 0000842295-06-000068 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060731 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060731 DATE AS OF CHANGE: 20060731 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: 06991380 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 x8k2ndqtr.htm 8-K, SECOND QUARTER EARNINGS 8-K, Second Quarter Earnings

 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):

July 31, 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.

TOR Minerals International (NASDAQ:  TORM), producer of natural titanium dioxide pigments and specialty aluminas, today announced its financial results for the Second Quarter ended June 30, 2006.  The Company reported net income available to shareholders of $122,000, or $0.02 per fully diluted share, on net sales of $6,541,000.  This compares with net income available to shareholders of $316,000, or $0.04 per share, on net sales of $8,938,000 for the quarter ended June 30, 2005. 

During the Second Quarter, the Company continued to implement cost reduction and avoidance measures.  These actions reduced selling, administrative and general expenses by 16% and contributed to overall profitability in the quarter.

HITOX® sales worldwide increased 15% and specialty alumina sales in Europe increased by 18% during the quarter, partially offsetting the decline in sales. The Company said that the primary contributors to the decline in revenue were the previously disclosed loss of a significant alumina customer and no third-party synthetic rutile sales.

TOR Minerals will host a conference call at 9:00 a.m. Central Time on August 1, 2006 to further discuss Second 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 July 31, 2006, announcing the financial results for the quarter ended June 30, 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:  July 31, 2006

/s/ LAWRENCE W. HAAS

Lawrence W. Haas
Treasurer and CFO

EXHIBIT INDEX

Exhibit No.

Description

 

99.1

Press Release, dated July 31, 2006, announcing the financial results for the quarter ended June 30, 2006.

3


EX-99 2 exhibit99.htm EXHIBIT 99.1, PRESS RELEASE EXHIBIT 99

EXHIBIT 99.1

TOR Minerals Announces 2006 Financial Results

 CORPUS CHRISTI, Texas, July 31, 2006 -- TOR Minerals International (NASDAQ:  TORM), producer of natural titanium dioxide pigments and specialty aluminas, today announced its financial results for the Second Quarter ended June 30, 2006.  The Company reported net income available to shareholders of $122,000, or $0.02 per fully diluted share, on net sales of $6,541,000.  This compares with net income available to shareholders of $316,000, or $0.04 per share, on net sales of $8,938,000 for the quarter ended June 30, 2005. 

During the Second Quarter, the Company continued to implement cost reduction and avoidance measures.  These actions reduced selling, administrative and general expenses by 16% and contributed to overall profitability in the quarter.

HITOX® sales worldwide increased 15% and specialty alumina sales in Europe increased by 18% during the quarter, partially offsetting the decline in sales. The Company said that the primary contributors to the decline in revenue were the previously disclosed loss of a significant alumina customer and no third-party synthetic rutile sales.

“We continue to focus on rationalizing our cost structure for the current level of business and putting our company back on a growth trajectory.   Our efforts thus far allowed us to maintain modest profitability in the Second Quarter, despite the decline in revenue.  In addition, our efforts to increase sales of specialty aluminas and HITOX are showing promise, as we have been successful in gaining new customers, primarily in Europe and Asia,” said Dr. Olaf Karasch, CEO of TOR Minerals.  “During the quarter, we installed new equipment in the Corpus Christi plant, which should reduce our maintenance costs and allow us to achieve additional cost savings from our new HITOX production process. 

“For the remainder of 2006, the company’s continued profitability will be determined by our ability to increase utilization of the production facilities in Malaysia and The Netherlands,” said Dr. Karasch.  “Based on the strong value proposition of our products and the dedication of our employees, I believe we are up to the challenge and I am encouraged by the opportunities that lie ahead for the Company.”  

TOR Minerals will host a conference call at 9:00 a.m. Central Time on August 1, 2006 to further discuss Second 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, The 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 June 30,

Six Months Ended June 30,

2006

2005

2006

2005

NET SALES

$

6,541 

 $

8,938 

$

13,726 

 $

16,085 

   Cost of products sold

5,002 

6,999 

10,632 

12,363 

GROSS MARGIN

 

1,539 

 

1,939 

 

3,094 

 

3,722 

GROSS MARGIN %

 

24%

 

22%

 

23%

 

23%

   Selling, administrative and general

1,166 

1,387 

2,342 

2,515 

OPERATING INCOME

 

373 

 

552 

 

752 

 

1,207 

OTHER INCOME (EXPENSE):

   Interest expense, net

(128)

(88)

(246)

(176)

 Loss on foreign currency exchange rate

(20)

(43)

(31)

(48)

INCOME BEFORE INCOME TAX

 

225 

 

421 

 

475 

 

983 

Taxes

88 

90 

138 

197 

NET INCOME

 $

137 

 $

331 

 $

337 

 $

786 

Preferred stock dividends

 

15 

15 

 

30 

30 

Income available to Common Shareholders

 $

122 

 $

316 

 $

307 

 $

756 

 

 

 

 

 

 

 

 

 

Earnings per common share:

   Basic

$

0.02 

$

0.04 

$

0.04 

$

0.10 

   Diluted

$

0.02 

$

0.04 

$

0.04 

$

0.09 

Weighted average common shares and equivalents outstanding:

   Basic

7,837 

7,808 

7,833 

7,802 

   Diluted (1)

7,876 

8,134 

7,898 

8,127 

(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

June 30, 2006 and December 31, 2005

(in thousands)

June 30,

 

December 31,

 2006

 

 2005

 (Un-Audited)

 

 

ASSETS

Current assets

$

14,294 

 $

12,725 

Property, plant and equipment, net

19,933 

19,535 

Goodwill, net

1,868 

1,729 

Other assets

58 

46 

Total Assets

$

36,153 

 $

34,035 

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities

$

5,566 

 $

5,095 

Long-term debt, excluding current maturities

5,723 

5,460 

Deferred tax liability

677 

528 

Total Liabilities

11,966 

11,083 

Shareholders' equity

24,187 

22,952 

Total Liabilities & Shareholders' Equity

$

36,153 

 $

34,035 

3


-----END PRIVACY-ENHANCED MESSAGE-----