-----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, GntfYuCYxyBj6KOeslXIE8rD50NaY+UXTxjPkGWwrcLMsR5H+wEXWOZP8bfjz8Vc /tZt0ksUeNbgR8ZhrUtjoA== 0000842295-07-000063.txt : 20070803 0000842295-07-000063.hdr.sgml : 20070803 20070803125301 ACCESSION NUMBER: 0000842295-07-000063 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070801 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070803 DATE AS OF CHANGE: 20070803 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: 071023168 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 x8k2q2007.htm FORM 8-K, SECOND QUARTER EARNINGS RELEASE FORM 8-K, 2nd 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):

August 1, 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 - News), producer of synthetic titanium dioxide pigments, specialty alumina, and other high performance mineral fillers today announced its financial results for the second quarter ended June 30, 2007. The company reported net income available to shareholders of $67,000, or $0.01 per fully diluted share, on net sales of $7,281,000. This compares with net income available to shareholders of $122,000, or $0.02 per share, on net sales of $6,541,000 for the quarter ended June 30, 2006.

Net sales for the six months ended June 30, 2007, was $14,434,000 compared to $13,726,000 during the six-month period ended June 30, 2006. The net income available to common shareholders was $91,000, or $0.01 per diluted share, for the six months ended June 30, 2007 compared to net income of $307,000, or $0.04 per share, for the same period a year ago.

 

Net sales grew 11% in the second quarter 2007 over the same quarter last year. Specialty alumina sales and other product sales grew 66%, and 10% respectively, partially offset by an 8% decrease in Hitox sales.  Profitability declined slightly in 2007 primarily due to increased energy and raw material costs combined with reduced fixed cost absorption associated with the Malaysian synthetic rutile (SR) plant.

 

Highlights for the quarter include an increase in specialty alumina sales in Europe which was driven by a combination of new product introductions and increased sales to new customers.  Sales of Hitox declined primarily as a result of lower sales to U.S. distributors.  Hitox sales comparisons outside of the U.S. were relatively flat in dollar terms.

The company announced that it is making improvements to the SR production process to increase yields and to help offset increasing raw material and energy costs.  The improvements are expected to be operational in early 2008.  Given the recent increase in fuel oil costs, combined with sufficient inventory levels, management is considering the temporary idling of synthetic rutile production.  As a result, the company may incur lower fixed cost absorption at its Malaysian facility, which should reduce earnings and increase cash flow for 2007.

The company reiterated its previous sales revenue guidance of $29 to $30 million for the year ended December 31, 2007.  Because management is considering the temporary idling of synthetic rutile production the company is withdrawing the previous earnings guidance for the year ending December 31, 2007.

TOR Minerals will host a conference call at 4:00 p.m. Central Time on August 1, 2007 to further discuss second quarter results. The call will be simultaneously web-cast, and can be accessed via the News section on the company's website at http://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 August 1, 2007, announcing the financial results for the quarter ended June 30, 2007.

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:  August 3, 2007

/s/ STEVEN PARKER

Steven Parker
Treasurer and CFO

EXHIBIT INDEX

Exhibit No.

Description

 

99.1

Press Release, dated August 1, 2007, announcing the financial results for the quarter ended June 30, 2007.

3


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

EXHIBIT 99.1

TOR Minerals Announces Second Quarter 2007 Financial Results

CORPUS CHRISTI, Texas, August 1, /PRNewswire-FirstCall/ -- TOR Minerals International (Nasdaq: TORM - News), producer of synthetic titanium dioxide pigments, specialty alumina, and other high performance mineral fillers today announced its financial results for the second quarter ended June 30, 2007. The company reported net income available to shareholders of $67,000, or $0.01 per fully diluted share, on net sales of $7,281,000. This compares with net income available to shareholders of $122,000, or $0.02 per share, on net sales of $6,541,000 for the quarter ended June 30, 2006.

Net sales for the six months ended June 30, 2007, was $14,434,000 compared to $13,726,000 during the six-month period ended June 30, 2006. The net income available to common shareholders was $91,000, or $0.01 per diluted share, for the six months ended June 30, 2007 compared to net income of $307,000, or $0.04 per share, for the same period a year ago.

 

Net sales grew 11% in the second quarter 2007 over the same quarter last year. Specialty alumina sales and other product sales grew 66%, and 10% respectively, partially offset by an 8% decrease in Hitox® sales.  Profitability declined slightly in 2007 primarily due to increased energy and raw material costs combined with reduced fixed cost absorption associated with the Malaysian synthetic rutile (SR) plant.

 

Highlights for the quarter include an increase in specialty alumina sales in Europe which was driven by a combination of new product introductions and increased sales to new customers.  Sales of Hitox declined primarily as a result of lower sales to U.S. distributors.  Hitox sales comparisons outside of the U.S. were relatively flat in dollar terms.

 

"Our Netherlands operation continues to be the major contributor to profitability due to sales growth in value-added specialty alumina products coupled with continued improvements in operating efficiencies. While softness in the U.S. paint and plastics markets has constrained Hitox sales growth, we are encouraged by order rates that improved each month of the quarter and resumed year-over-year growth in the current quarter," said Dr. Olaf Karasch, CEO of TOR Minerals.

 

Dr. Karasch continued, "We are systematically moving forward with product and market development plans to grow sales and cost reduction and process improvement actions to improve profitability."

The company announced that it is making improvements to the SR production process to increase yields and to help offset increasing raw material and energy costs.  The improvements are expected to be operational in early 2008.  Given the recent increase in fuel oil costs, combined with sufficient inventory levels, management is considering the temporary idling of synthetic rutile production.  As a result, the company may incur lower fixed cost absorption at its Malaysian facility, which should reduce earnings and increase cash flow for 2007.

The company reiterated its previous sales revenue guidance of $29 to $30 million for the year ended December 31, 2007.  Because management is considering the temporary idling of synthetic rutile production the company is withdrawing the previous earnings guidance for the year ending December 31, 2007.

TOR Minerals will host a conference call at 4:00 p.m. Central Time on August 1, 2007 to further discuss second quarter results. The call will be simultaneously web-cast, and can be accessed via the News section on the company's website at http://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.

1



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
 

2



 

TOR Minerals International, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(Unaudited)

(In thousands, except per share amounts)

  

  

 

Three Months Ended June 30,

 

Six Months Ended June 30, 

 

 

2007

 

2006

 

2007

 

2006

NET SALES

 $

7,281 

 $

6,541 

 $

14,434 

 $

13,726 

Cost of sales

5,906 

5,002 

11,657 

10,632 

GROSS MARGIN

 

1,375 

 

1,539 

 

2,777 

 

3,094 

Technical services and research and development

56 

53 

118 

138 

General, administrative and selling expenses

1,078 

1,113 

2,221 

2,204 

OPERATING INCOME

 

241 

 

373 

 

438 

 

752 

OTHER INCOME (EXPENSE):

Interest income

11 

Interest expense

(180)

(135)

(339)

(257)

Gain (loss) on foreign currency exchange rate

46 

(20)

51 

(31)

INCOME BEFORE INCOME TAX

 

109 

 

225 

 

153 

 

475 

Income tax expense

27 

88 

32 

138 

NET INCOME

 $

82 

 $

137 

 $

121 

 $

337 

Less:  Preferred Stock Dividends

15 

15 

30 

30 

Income Available to Common Shareholders

 $

67 

 $

122 

 $

91 

 $

307 

 

Income per common share:

Basic

 $

0.01 

 $

0.02 

 $

0.01 

 $

0.04 

Diluted

 $

0.01 

 $

0.02 

 $

0.01 

 $

0.04 

Weighted average common shares outstanding: 

Basic

7,839 

7,837 

7,839 

7,833 

Diluted

7,937 

7,876 

7,926 

7,898 

3



TOR Minerals International, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except per share amounts)

 

June 30,

 

December 31,

 

2007

 

2006

 

 

(Unaudited)

 

 

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

$

513 

$

896 

Trade accounts receivable, net

4,747 

3,593 

Inventories, net

11,008 

10,949 

Other current assets

761 

555 

Total current assets

17,029 

15,993 

PROPERTY, PLANT AND EQUIPMENT, net

19,986 

20,034 

GOODWILL

1,977 

1,927 

OTHER ASSETS

52 

57 

 

$

39,044 

$

38,011 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:

Accounts payable

$

1,940 

$

2,036 

Accrued expenses

1,643 

2,062 

Notes payable under lines of credit

1,210 

811 

Current deferred tax liability

397 

401 

Current maturities - Capital leases

69 

65 

Current maturities of long-term debt - Financial Institutions

588 

580 

Current maturities of long-term debt - Related Parties

400 

Total current liabilities

5,847 

6,355 

LONG-TERM DEBT, EXCLUDING CURRENT MATURITIES

Capital leases

226 

254 

Long-term debt - Financial Institutions

3,151 

2,835 

Notes payable under lines of credit

4,150 

3,525 

DEFERRED TAX LIABILITY

246 

213 

Total liabilities

13,620 

13,182 

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:

Series A 6% convertible preferred stock $.01 par value:
authorized, 5,000 shares; 200 shares issued and outstanding

Common stock $.25 par value:  authorized, 10,000 shares;
7,839 shares issued and outstanding at 6/30/07 and 12/31/06

1,960 

1,960 

Additional paid-in capital

22,767 

22,652 

Accumulated deficit

(2,509)

(2,600)

Accumulated other comprehensive income:

Unrealized loss on derivatives

(2)

81 

Cumulative translation adjustment

3,206 

2,734 

Total shareholders' equity

25,424 

24,829 

 

$

39,044 

$

38,011 

4


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