-----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, GCsIafRcsgizHUuSOKiD66p/j3iz2plMlH08JP7r1N87yKkNLZFwiTXGUT4PtAzH Y3dsKfeddbqcimi0r8DGgA== 0000842295-08-000008.txt : 20080221 0000842295-08-000008.hdr.sgml : 20080221 20080221135138 ACCESSION NUMBER: 0000842295-08-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080220 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080221 DATE AS OF CHANGE: 20080221 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: 08632350 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 x8k2007eoypressrelease.htm FORM 8-K, 2007 EARNINGS RELEASE FORM 8-K, 2007 Fourth Quarter and Year End 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 20, 2008

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
(Address of Principal Executive Offices)


78402
(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 TIO2 color pigments, specialty aluminas, and other high performance mineral fillers today announced its financial results for the fourth quarter and year ended December 31, 2007.  The company reported net income available to common shareholders of $11,000, or $0.00 per diluted share, on net sales of $27,961,000 for the year ended December 31, 2007. This compares with net income available to common shareholders of $33,000, or $0.00 per share, on net sales of $26,079,000 for the year ended December 31, 2006.

 

Sales of specialty alumina products increased by 35 percent in 2007, reflecting the successful introduction of new, high value-added alumina products and gaining several new customers.  Hitox sales declined 2 percent and other revenue was flat year-over-year, resulting in a 7 percent increase in net sales for 2007.

 

Net sales for the fourth quarter ended December 31, 2007, was $5,969,000 compared to $5,355,000 for the fourth quarter ended December 31, 2006. The net loss available to common shareholders was $230,000, or ($0.03) per diluted share, for the fourth quarter of 2007 compared to a net loss of $275,000, or ($0.04) per share, for the fourth quarter of 2006.

 

The 11 percent increase in fourth quarter net sales was primarily due to a 27 percent growth in specialty alumina sales.  At 6 percent growth, Hitox sales returned to positive growth for the quarter.  All other product sales grew 7 percent.

 

The company said that it experienced significant raw material, energy and freight cost pressure during 2007, but was able to offset these costs by making improvements to revenue mix, processing technologies and tightly controlling operating expenses.

 

"2007 was a year of significant innovation in product development.  With the successful introduction of new high value-added specialty alumina products, we restored growth and profitability to that business.  Our newly developed colored pigments are currently in testing with two dozen customers, and are expected to lay the foundation for resumed growth and profitability for our TiO2 pigment business in 2008," said Dr. Olaf Karasch, Chief Executive Officer of TOR Minerals.  "Looking forward, we plan to continue to introduce innovative high value-added products and look for ways to further leverage marketing and manufacturing opportunities in our global operations."

 

The company announced operational changes that will reduce synthetic rutile stocking levels by 50 percent while continuing to support future growth and customer service levels.  As a result of these changes, the company will temporarily idle synthetic rutile production, which is expected to have a negative affect on fixed cost absorption and result in a loss in the first quarter of 2008.  "While idling synthetic rutile production will temporarily sacrifice profitability in the first quarter, the operational changes lower inventory stocking requirements, improve cash flow, and improve returns going forward," said Steve Parker, Chief Financial Officer of TOR Minerals.

 

During 2008, the company expects specialty alumina sales to continue to post double digit sales increases and the new TiO2 colored pigment products to contribute significantly to growth in the second half of 2008.  During 2008, the company expects profitability to ramp in each quarter of the year as new products are introduced and processes are improved.

 

TOR Minerals will host a conference call at 4:00 p.m. Central Time on February 20, 2008 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.  Interested parties may also access the conference call via telephone by dialing 877-407-9210.

 

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.

2



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 present slow down in U.S. construction and the risks of a general business slow down or recession, the increasing cost of energy, raw materials and labor, competition, the receptivity of the markets for our anticipated new products, advances in technology, changes in foreign currency rates, freight price increase, commodity price increases, delays in delivery of required equipment and other factors.

A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

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 20, 2008, announcing the financial results for the quarter and year ended December 31, 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:  February 21, 2008

/s/ STEVEN PARKER

Steven Parker
Treasurer and CFO

EXHIBIT INDEX

Exhibit No.

Description

 

99.1

Press Release, dated February 20, 2008, announcing the financial results for the quarter and year ended December 31, 2007.

3


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

 

 

EXHIBIT 99.1

 

TOR Minerals Announces Fourth Quarter and Full Year 2007 Financial Results

CORPUS CHRISTI, Texas, February 20, 2008-- TOR Minerals International (Nasdaq:TORM), producer of synthetic TIO2 color pigments, specialty aluminas, and other high performance mineral fillers today announced its financial results for the fourth quarter and year ended December 31, 2007.  The company reported net income available to common shareholders of $11,000, or $0.00 per diluted share, on net sales of $27,961,000 for the year ended December 31, 2007. This compares with net income available to common shareholders of $33,000, or $0.00 per share, on net sales of $26,079,000 for the year ended December 31, 2006.

 

Sales of specialty alumina products increased by 35 percent in 2007, reflecting the successful introduction of new, high value-added alumina products and gaining several new customers.  Hitox sales declined 2 percent and other revenue was flat year-over-year, resulting in a 7 percent increase in net sales for 2007.

 

Net sales for the fourth quarter ended December 31, 2007, was $5,969,000 compared to $5,355,000 for the fourth quarter ended December 31, 2006. The net loss available to common shareholders was $230,000, or ($0.03) per diluted share, for the fourth quarter of 2007 compared to a net loss of $275,000, or ($0.04) per share, for the fourth quarter of 2006.

 

The 11 percent increase in fourth quarter net sales was primarily due to a 27 percent growth in specialty alumina sales. At 6 percent growth, Hitox sales returned to positive growth for the quarter. All other product sales grew 7 percent.

 

The company said that it experienced significant raw material, energy and freight cost pressure during 2007, but was able to offset these costs by making improvements to revenue mix, processing technologies and tightly controlling operating expenses.

 

"2007 was a year of significant innovation in product development.  With the successful introduction of new high value-added specialty alumina products, we restored growth and profitability to that business.  Our newly developed colored pigments are currently in testing with two dozen customers, and are expected to lay the foundation for resumed growth and profitability for our TiO2 pigment business in 2008," said Dr. Olaf Karasch, Chief Executive Officer of TOR Minerals.  "Looking forward, we plan to continue to introduce innovative high value-added products and look for ways to further leverage marketing and manufacturing opportunities in our global operations."

 

The company announced operational changes that will reduce synthetic rutile stocking levels by 50 percent while continuing to support future growth and customer service levels.  As a result of these changes, the company will temporarily idle synthetic rutile production, which is expected to have a negative affect on fixed cost absorption and result in a loss in the first quarter of 2008. "While idling synthetic rutile production will temporarily sacrifice profitability in the first quarter, the operational changes lower inventory stocking requirements, improve cash flow, and improve returns going forward," said Steve Parker, Chief Financial Officer of TOR Minerals.

 

During 2008, the company expects specialty alumina sales to continue to post double digit sales increases and the new TiO2 colored pigment products to contribute significantly to growth in the second half of 2008.  During 2008, the company expects profitability to ramp in each quarter of the year as new products are introduced and processes are improved.

 

TOR Minerals will host a conference call at 4:00 p.m. Central Time on February 20, 2008 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.  Interested parties may also access the conference call via telephone by dialing 877-407-9210.

 

Headquartered in Corpus Christi, Texas, TOR Minerals is a global manufacturer and marketer of specialty mineral and pigment products for high performance applications with manufacturing and regional offices located in the United States, Netherlands and Malaysia.

1



EXHIBIT 99.1

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 present slow down in U.S. construction and the risks of a general business slow down or recession, the increasing cost of energy, raw materials and labor, competition, the receptivity of the markets for our anticipated new products, 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



EXHIBIT 99.1

TOR Minerals International, Inc. and Subsidiaries
Consolidated Statements of Operations
(In thousands, except per share amounts)

 

 

Three Months
Ended December 31,

 

Twelve Months
Ended December 31,

 

 

2007
(Unaudited)

 

2006
(Unaudited)

 

2007
(Unaudited)

2006

NET SALES

 $

5,969 

 $

5,355 

 $

27,961 

 $

26,079 

Cost of sales

5,029 

4,547 

22,768 

20,939 

GROSS MARGIN

 

940 

 

808 

 

5,193 

 

5,140 

Technical services and research and development

62 

54 

245 

239 

General, administrative and selling expenses

1,014 

928 

4,290 

4,160 

(Gain) loss on disposal of assets

(12)

(12)

OPERATING INCOME (LOSS)

 

(124)

 

(175)

 

670 

 

740 

OTHER INCOME (EXPENSE):

Interest income

18 

17 

Interest expense

(166)

(148)

(684)

(547)

Loss on foreign currency exchange rate

(81)

25 

(135)

Other, net

20 

20 

INCOME (LOSS) BEFORE INCOME TAX

 

(274)

 

(382)

 

29 

 

95 

Income tax expense (benefit)

(59)

(122)

(42)

NET INCOME (LOSS)

 $

(215)

 $

(260)

 $

71 

 $

93 

Less:  Preferred Stock Dividends

15 

15 

60 

60 

Income (Loss) Available to Common Shareholders

 $

(230)

 $

(275)

 $

11 

 $

33 

 

 

 

 

 

 

 

 

 

Income (loss) per common share:

Basic

 $

(0.03)

 $

(0.04)

 $

0.00 

 $

0.00 

Diluted

 $

(0.03)

 $

(0.04)

 $

0.00 

 $

0.00 

Weighted average common shares outstanding:

Basic

7,849 

7,839 

7,849 

7,836 

Diluted

7,849 

7,839 

7,885 

7,873 

3



EXHIBIT 99.1

TOR Minerals International, Inc. and Subsidiaries
Consolidated Balance Sheets
(In thousands, except share and per share amounts)

 

 

December 31,

2007
(Unaudited)

2006

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

$

376 

$

896 

Trade accounts receivable, net

3,791 

3,593 

Inventories

11,392 

10,949 

Other current assets

578 

555 

Total current assets

16,137 

15,993 

PROPERTY, PLANT AND EQUIPMENT, net

20,421 

20,034 

GOODWILL

2,131 

1,927 

OTHER ASSETS

47 

57 

 

$

38,736 

$

38,011 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:

Accounts payable

$

1,992 

$

2,036 

Accrued expenses

1,266 

2,062 

Notes payable under lines of credit

4,576 

811 

Current deferred tax liability

16 

401 

Current maturities - Capital Leases

80 

65 

Current maturities of long-term debt - Financial Institutions

907 

580 

Current maturities of long-term debt - Related Parties

400 

Total current liabilities

8,837 

6,355 

LONG-TERM DEBT, EXCLUDING CURRENT MATURITIES

Capital Leases

213 

254 

Long-term debt - Financial Institutions

2,678 

2,835 

Notes payable under lines of credit

3,525 

DEFERRED TAX LIABILITY

603 

213 

Total liabilities

12,331 

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 at 12/31/07 and 12/31/06

Common stock $.25 par value:  authorized, 10,000 shares;
7,869 and 7,839 shares issued and outstanding at 12/31/07
and at 12/31/06, respectively

1,967 

1,960 

Additional paid-in capital

22,874 

22,652 

Accumulated deficit

(2,589)

(2,600)

Accumulated other comprehensive (loss) income:

Unrealized gain (loss) on derivatives

(1)

81 

Cumulative translation adjustment

4,152 

2,734 

Total shareholders' equity

26,405 

24,829 

 

$

38,736 

$

38,011 

4



EXHIBIT 99.1

TOR Minerals International, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands)

 

Year Ended December 31,

2007
(Unaudited)

2006

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

Net Income

$

71 

$

93 

Adjustments to reconcile net income to net cash
provided by (used in) operating activities:

Depreciation

1,785 

1,496 

Share-based compensation

172 

163 

Gain on disposal of assets

(12)

Deferred income taxes

77 

Provision for bad debts

11 

Changes in working capital:

Trade accounts receivables

(49)

441 

Inventories

61 

(3,396)

Other current assets

(79)

(163)

Accounts payable and accrued expenses

(1,056)

382 

Net cash provided by (used in) operating activities

899 

(896)

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

Additions to property, plant and equipment

(1,037)

(759)

Proceeds from sales of property, plant and equipment

16 

Net cash used in investing activities

(1,021)

(756)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

Net proceeds from lines of credit

154 

1,819 

Proceeds from capital lease

12 

Payments on capital lease

(72)

(61)

Proceeds from long-term bank debt

1,057 

241 

Payments on long-term bank debt

(1,134)

(683)

Payments on related party long-term debt

(400)

(100)

Loan origination costs

11 

(10)

Proceeds from the issuance of preferred stock, common stock and exercise of common stock options

57 

25 

Preferred stock dividends paid

(60)

(60)

Net cash provided by (used in) financing activities

(375)

1,171 

Effect of exchange rate fluctuations on cash and cash equivalents

(23)

97 

Net decrease in cash and cash equivalents

(520)

(384)

Cash and cash equivalents at beginning of year

896 

1,280 

Cash and cash equivalents at end of year

$

376 

$

896 

Supplemental cash flow disclosures:

 

 

Interest paid

$

684 

$

543 

Income taxes paid

$

10 

$

15 

5


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