-----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, T8K9T8HHAf9P/OVrHynI/3/l3/4ejdO7K+QrIZx/Lv1DL4PYOnQiXXbmQtAB4A1h sUJx5mrmBazF9lvp8Xiwug== 0000842295-07-000015.txt : 20070228 0000842295-07-000015.hdr.sgml : 20070228 20070228160920 ACCESSION NUMBER: 0000842295-07-000015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070228 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070228 DATE AS OF CHANGE: 20070228 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: 07657864 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 x8k2006earnings.htm 8-K, 4TH QTR AND YEAR END 2006 EARNINGS RELEASE 8-K, 2006 EOY and Q4 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):

February 28, 2007

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 synthetic titanium dioxide pigments, specialty aluminas, and other high performance mineral fillers today announced its financial results for the year ended December 31, 2006.  The company reported a net income available to common shareholders of $33,000, or $0.00 per diluted share, for the year ended December 31, 2006 on net sales of $26,079,000 during 2006.  This compares with net income available to common shareholders of $423,000, or $0.05 per share, on net sales of $32,669,000 for the year ended December 31, 2005. 

Net sales for the fourth quarter ended December 31, 2006, were $5,355,000 compared to $10,086,000 during the fourth quarter ended December 31, 2005.  The net loss available to common shareholders was $275,000, or ($0.04) per diluted share, for the fourth quarter of 2006 compared to a net loss of $2,000, or ($0.00) per share, for the fourth quarter of 2005. 

The decrease in fourth quarter net sales was a result of several factors.  Fourth quarter HITOX® sales declined 23% year-over-year as order rates were lower than normal from U.S. paint and plastic customers.  In addition, HITOX sales comparisons were made difficult due to stronger than normal purchases during the fourth quarter of 2005 related to Hurricanes Rita and Katrina.  Specialty alumina sales declined 57% during the fourth quarter, primarily as a result of the non renewal of a single alumina customer contract. Specialty alumina sales for the quarter exceeded the prior year by 15%, excluding this customer in the comparison. Finally, the company had no meaningful sales of synthetic rutile during the fourth quarter, versus approximately $1.8 million in sales during the same quarter last year. 

TOR Minerals will host a conference call at 4:00 p.m. Central Time on February 28, 2007, to further discuss fourth 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.

2



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 February 28, 2007, announcing the financial results for the quarter and year ended December 31, 2006.

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:  February 28, 2007

/s/ STEVEN PARKER

Steven Parker
Treasurer and CFO

EXHIBIT INDEX

Exhibit No.

Description

 

99.1

Press Release, dated February 28, 2007, announcing the financial results for the quarter and year ended December 31, 2006.

3


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

EXHIBIT 99.1

TOR Minerals Announces Fourth Quarter and Year End 2007 Financial Results

CORPUS CHRISTI, Texas, February 28, 2007-- TOR Minerals International (NASDAQ: TORM), producer of synthetic titanium dioxide pigments, specialty aluminas, and other high performance mineral fillers today announced its financial results for the year ended December 31, 2006.  The company reported a net income available to common shareholders of $33,000, or $0.00 per diluted share, for the year ended December 31, 2006 on net sales of $26,079,000 during 2006.  This compares with net income available to common shareholders of $423,000, or $0.05 per share, on net sales of $32,669,000 for the year ended December 31, 2005. 

Net sales for the fourth quarter ended December 31, 2006, was $5,355,000 compared to $10,086,000 during the fourth quarter ended December 31, 2005.  The net loss available to common shareholders was $275,000, or ($0.04) per diluted share, for the fourth quarter of 2006 compared to a net loss of $2,000, or ($0.00) per share, for the fourth quarter of 2005. 

The decrease in fourth quarter net sales was a result of several factors.  Fourth quarter HITOX® sales declined 23% year-over-year as order rates were lower than normal from U.S. paint and plastic customers.  In addition, HITOX sales comparisons were made difficult due to stronger than normal purchases during the fourth quarter of 2005 related to Hurricanes Rita and Katrina.  Specialty alumina sales declined 57% during the fourth quarter, primarily as a result of the non renewal of a single alumina customer contract. Specialty alumina sales for the quarter exceeded the prior year by 15%, excluding this customer in the comparison. Finally, the company had no meaningful sales of synthetic rutile during the fourth quarter, versus approximately $1.8 million in sales during the same quarter last year.

Dr. Olaf Karasch, CEO of TOR Minerals said, "Despite losing a significant piece of business at the beginning of 2006, we were able to post a modest profit by rationalizing our infrastructure and improving operational efficiencies.  HITOX sales grew 8% during 2006, led by an increase in sales to European, Asian and Central and South American customers.  During 2006, sales of ALUPREM specialty alumina grew $828,000 in Europe primarily due to an increase in our European customer base."

Dr. Karasch continued, "Looking forward, we are optimistic about both our specialty alumina and HITOX businesses.  We believe the addressable market for HITOX in Europe, Asia and Central and South America is at least the size of our U.S. market and represents a significant growth opportunity for TOR Minerals.  In addition, we expect sales growth to come from customers' continued interest in existing grades of HITOX and our efforts to develop new HITOX products for new applications, worldwide."

"Also, we recently announced a major purchase order for our specialty alumina product, which will begin contributing sales during the first quarter of 2007.  Combined with other growth opportunities, we expect our specialty alumina business to grow at double-digit rates and be the largest contributor to profitability during 2007."

TOR Minerals will host a conference call at 4:00 p.m. Central Time on February 28, 2007 to further discuss fourth 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



TOR Minerals International, Inc. and Subsidiaries

Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share amounts)

 

 

 

Three Months
Ended December 31,

 

Twelve Months
Ended December 31,

 

 

2006

 

2005

 

2006

 

2005

NET SALES

 $

5,355 

 $

10,086 

 $

26,079 

 $

32,669 

Cost of sales

4,547 

8,521 

20,939 

26,318 

GROSS MARGIN

 

808 

 

1,565 

 

5,140 

 

6,351 

Technical services and research and development

54 

72 

239 

376 

General, administrative and selling expenses

928 

1,140 

4,160 

4,506 

(Gain) loss on disposal of assets

(12)

OPERATING INCOME (LOSS)

 

(175)

 

353 

 

740 

 

1,481 

OTHER INCOME (EXPENSE):

Interest income

17 

10 

Interest expense

(148)

(123)

(547)

(412)

Loss on foreign currency exchange rate

(81)

(13)

(135)

(125)

Other, net

20 

20 

INCOME (LOSS) BEFORE INCOME TAX

 

(382)

 

217 

 

95 

 

954 

Income tax expense (benefit)

(122)

204 

471 

NET INCOME (LOSS)

 $

(260)

 $

13 

 $

93 

 $

483 

Less:  Preferred Stock Dividends

15 

15 

60 

60 

Income (Loss) Available to Common Shareholders

 $

(275)

 $

(2)

 $

33 

 $

423 

 

 

 

 

 

 

 

 

 

Income (loss) per common share:

Basic

 $

(0.04)

 $

(0.00)

 $

0.00 

 $

0.05 

Diluted

 $

(0.04)

 $

(0.00)

 $

0.00 

 $

0.05 

Weighted average common shares outstanding:

Basic

7,839 

7,825 

7,836 

7,812 

Diluted

7,839 

7,825 

7,873 

8,129 



TOR Minerals International, Inc. and Subsidiaries

Consolidated Balance Sheets

(In thousands, except per share amounts)

 

December 31,

 

 

2006

 

2005

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

$

896 

$

1,280 

Trade accounts receivable, net

3,593 

3,859 

Inventories

10,949 

7,286 

Other current assets

555 

300 

Total current assets

15,993 

12,725 

PROPERTY, PLANT AND EQUIPMENT, net

20,034 

19,535 

GOODWILL

1,927 

1,729 

OTHER ASSETS

57 

46 

 

$

38,011 

 $

34,035 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:

Accounts payable

$

2,036 

 $

1,879 

Accrued expenses

2,062 

1,747 

Notes payable under lines of credit

811 

262 

Current deferred tax liability

401 

Current maturities - Capital Leases

65 

55 

Current maturities of long-term debt - Financial Institutions

580 

652 

Current maturities of long-term debt - Related Parties

400 

500 

Total current liabilities

6,355 

5,095 

LONG-TERM DEBT, EXCLUDING CURRENT MATURITIES

Capital Leases

254 

286 

Long-term debt - Financial Institutions

2,835 

2,949 

Notes payable under lines of credit

3,525 

2,225 

DEFERRED TAX LIABILITY

213 

528 

Total liabilities

13,182 

11,083 

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:

Series A 6% convertible preferred stock $.01 par value:
    authorized, 5,000 shares; 200 shares issued and
    outstanding at 12/31/06 and 12/31/05

Common stock $.25 par value:  authorized, 10,000 shares;
    7,839 and 7,827 shares issued and outstanding at 12/31/06
    and at 12/31/05, respectively

1,960 

1,957 

Additional paid-in capital

22,652 

22,467 

Accumulated deficit

(2,600)

(2,633)

Accumulated other comprehensive (loss) income:

Unrealized gain (loss) on derivatives

81 

(107)

Cumulative translation adjustment

2,734 

1,266 

Total shareholders' equity

24,829 

22,952 

 

$

38,011 

 $

34,035 


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