UNITED STATES |
||||
|
||||
|
||||
|
||||
TOR Minerals International,
Inc. Delaware |
||||
0-17321 |
74-2081929 |
|||
(361) 883-5591 |
||||
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)) |
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On April 26, 2012, TOR Minerals International, Inc. (the "Company") announced its financial results for the first quarter ended March 31, 2012. Highlights for the first quarter of 2012 as compared to the first quarter of 2011 included:
Revenue by Product Group (in 000's) |
|
1Q12 |
|
1Q11 |
|
% Change |
||||
TiO2 Pigments |
$ |
6,135 |
$ |
4,454 |
38% |
|||||
Specialty Aluminas |
5,046 |
4,142 |
22% |
|||||||
Other |
1,627 |
989 |
65% |
|||||||
Total |
|
$ |
12,808 |
|
$ |
9,585 |
|
34% |
Net sales increased 34 percent during the first quarter of 2012 due to increases in all three of the Company's primary product categories. Sales of titanium dioxide (TiO2) pigments, which include HITOX®, TIOPREM® and synthetic rutile products, increased 38 percent to $6.1 million, as increased sales volume in North America and higher prices more than offset decreased sales volumes in Asia. Sales of specialty alumina, which includes the ALUPREM®, HALTEX® and OPTILOAD® product groups, increased 22 percent during the first quarter of 2012. In addition to increased volumes, specialty alumina sales benefited from a mix shift, which positively affected average selling prices.
Commenting on sales trends, Dr. Olaf Karasch, Chief Executive Officer, said, "We achieved record quarterly revenue again during the first quarter, marking our third quarter of record performance in the past four quarters. Overall, we continued to experience strong growth in sales volumes, as new customers are realizing the value-added characteristics of our niche specialty mineral products and are transitioning from sample to production order quantities. In addition, higher average selling prices in all of our product lines are contributing to our revenue growth."
Margin Table |
|
1Q12 |
|
1Q11 |
|
Change |
Gross Margin |
24.9% |
21.8% |
+ 310 basis points |
|||
Operating Margin |
14.7% |
9.0% |
+ 570 basis points |
|||
Net Margin |
10.9% |
7.0% |
+ 390 basis points |
During the first quarter of 2012, favorable trends in pricing, product mix and sales volumes more than offset increased raw material and energy costs. As a result, gross margin improved 310 basis points year over year to 24.9 percent of sales. Operating income increased to $1.9 million, or 14.7 percent of sales, compared to operating income of $0.9 million, or 9.0 percent of sales, reported during the same period a year ago.
"We saw the favorable effects of increased pricing in our TiO2 pigment business during the first quarter and posted the highest quarterly operating margin in our history," said Dr. Karasch. "In addition, we continued to demonstrate the earnings leverage in our business model and posted significant improvement in our profitability.
"We are off to a strong start for 2012, and if current trends continue, we are well positioned to exceed our targeted growth rates of 15 to 20 percent and post another record year. Already, we have customer demand to fill half of our expanded alumina plant capacity and based on our current assessment of market demand for TiO2 pigments, we expect favorable pricing and volume trends to continue in our TiO2 pigment business. With strong market demand, we also foresee good opportunities for the future sale of available synthetic rutile to third parties," concluded Dr. Karasch.
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. |
|
(b) |
Pro
Forma Financial Information. |
|
(c) |
Shell company transaction |
|
(d) |
Exhibits. |
|
Exhibit |
|
|
99.1 |
Press Release, dated April 26, 2012, announcing the Company's first quarter 2012 financial results |
|
|
|
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. |
|
Date: April 27, 2012 |
/s/ BARBARA RUSSELL |
Barbara Russell |
EXHIBIT INDEX
Exhibit No. |
Description
|
99.1 |
Press Release, dated April 26, 2012, announcing the Company's first quarter 2012 financial results |
EXHIBIT 99.1 |
TOR
Minerals International Reports First Quarter Financial Results
Posts Record Revenue and Net Income
CORPUS CHRISTI, Texas, April 26, 2012 - TOR Minerals International (Nasdaq: TORM), producer of synthetic titanium dioxide and color pigments, specialty aluminas, and other high performance mineral fillers, today announced its financial results for the first quarter ended March 31, 2012. Highlights for the first quarter of 2012 as compared to the first quarter of 2011 included:
Revenue by Product Group (in 000's) |
|
1Q12 |
|
1Q11 |
|
% Change |
||||
TiO2 Pigments |
$ |
6,135 |
$ |
4,454 |
38% |
|||||
Specialty Aluminas |
5,046 |
4,142 |
22% |
|||||||
Other |
1,627 |
989 |
65% |
|||||||
Total |
|
$ |
12,808 |
|
$ |
9,585 |
|
34% |
Net sales increased 34 percent during the first quarter of 2012 due to increases in all three of the Company's primary product categories. Sales of titanium dioxide (TiO2) pigments, which include HITOX®, TIOPREM® and synthetic rutile products, increased 38 percent to $6.1 million, as increased sales volume in North America and higher prices more than offset decreased sales volumes in Asia. Sales of specialty alumina, which includes the ALUPREM®, HALTEX® and OPTILOAD® product groups, increased 22 percent during the first quarter of 2012. In addition to increased volumes, specialty alumina sales benefited from a mix shift, which positively affected average selling prices.
Commenting on sales trends, Dr. Olaf Karasch, Chief Executive Officer, said, "We achieved record quarterly revenue again during the first quarter, marking our third quarter of record performance in the past four quarters. Overall, we continued to experience strong growth in sales volumes, as new customers are realizing the value-added characteristics of our niche specialty mineral products and are transitioning from sample to production order quantities. In addition, higher average selling prices in all of our product lines are contributing to our revenue growth."
Margin Table |
|
1Q12 |
|
1Q11 |
|
Change |
Gross Margin |
24.9% |
21.8% |
+ 310 basis points |
|||
Operating Margin |
14.7% |
9.0% |
+ 570 basis points |
|||
Net Margin |
10.9% |
7.0% |
+ 390 basis points |
During the first quarter of 2012, favorable trends in pricing, product mix and sales volumes more than offset increased raw material and energy costs. As a result, gross margin improved 310 basis points year over year to 24.9 percent of sales. Operating income increased to $1.9 million, or 14.7 percent of sales, compared to operating income of $0.9 million, or 9.0 percent of sales, reported during the same period a year ago.
"We saw the favorable effects of increased pricing in our TiO2 pigment business during the first quarter and posted the highest quarterly operating margin in our history," said Dr. Karasch. "In addition, we continued to demonstrate the earnings leverage in our business model and posted significant improvement in our profitability.
"We are off to a strong start for 2012, and if current trends continue, we are well positioned to exceed our targeted growth rates of 15 to 20 percent and post another record year. Already, we have customer demand to fill half of our expanded alumina plant capacity and based on our current assessment of market demand for TiO2 pigments, we expect favorable pricing and volume trends to continue in our TiO2 pigment business. With strong market demand, we also foresee good opportunities for the future sale of available synthetic rutile to third parties," concluded Dr. Karasch.
TOR Minerals will host a conference call at 4:00 p.m. Central Time on April 26, 2012, 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, www.torminerals.com. Investors and interested parties may participate in the call by dialing 877-407-8033 and referring to conference ID # 392940.
Headquartered in Corpus Christi, Texas, TOR Minerals International 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.
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 slowdown 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
Dave Mossberg,
Three Part Advisors, LLC
817 310-0051
TOR Minerals International, Inc. and Subsidiaries |
||||
Condensed Consolidated Statements of Income |
||||
(Unaudited) |
||||
(In thousands, except per share amounts) |
||||
|
||||
|
Three Months |
|||
|
|
2012 |
|
2011 |
NET SALES |
$ |
12,808 |
$ |
9,585 |
Cost of sales |
9,618 |
7,494 |
||
GROSS MARGIN |
|
3,190 |
|
2,091 |
Technical services and research and development |
82 |
66 |
||
Selling, general and administrative expenses |
1,224 |
1,159 |
||
OPERATING INCOME |
|
1,884 |
|
866 |
OTHER EXPENSE: |
||||
Interest expense |
(142) |
(96) |
||
Gain (loss) on foreign currency exchange rate |
23 |
(48) |
||
INCOME BEFORE INCOME TAX |
|
1,765 |
|
722 |
Income tax expense |
369 |
47 |
||
NET INCOME |
$ |
1,396 |
$ |
675 |
Less: Preferred Stock Dividends |
- |
15 |
||
Basic Income Available to Common Shareholders |
$ |
1,396 |
$ |
660 |
Plus: 6% Convertible Debenture Interest Expense |
22 |
22 |
||
Plus: Preferred Stock Dividends |
- |
15 |
||
Diluted Income Available to Common Shareholders |
$ |
1,418 |
$ |
697 |
|
|
|
|
|
Income per common share: |
||||
Basic |
$ |
0.58 |
$ |
0.34 |
Diluted |
$ |
0.41 |
$ |
0.22 |
Weighted average common shares outstanding: |
||||
Basic |
2,402 |
1,941 |
||
Diluted |
3,439 |
3,149 |
TOR Minerals International, Inc. and Subsidiaries |
||||
Condensed Consolidated Balance Sheets |
||||
(In thousands, except per share amounts) |
||||
|
March 31, |
|
December 31, |
|
|
|
(Unaudited) |
|
|
ASSETS |
||||
CURRENT ASSETS: |
||||
Cash and cash equivalents |
$ |
2,886 |
$ |
3,381 |
Trade accounts receivable, net |
6,030 |
4,921 |
||
Inventories |
20,697 |
18,673 |
||
Other current assets |
992 |
832 |
||
Total current assets |
30,605 |
27,807 |
||
PROPERTY, PLANT AND EQUIPMENT, net |
21,403 |
20,138 |
||
OTHER ASSETS |
23 |
22 |
||
Total Assets |
$ |
52,031 |
$ |
47,967 |
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY |
||||
CURRENT LIABILITIES: |
||||
Accounts payable |
$ |
3,930 |
$ |
3,222 |
Accrued expenses |
3,215 |
1,754 |
||
Notes payable under lines of credit |
1,439 |
2,886 |
||
Export credit refinancing facility |
2,457 |
1,254 |
||
Current deferred tax liability |
50 |
46 |
||
Current maturities - capital leases |
93 |
28 |
||
Current maturities of long-term debt - financial institutions |
832 |
813 |
||
Current maturities of long-term debt - convertible debentures |
91 |
91 |
||
Total current liabilities |
12,107 |
10,094 |
||
LONG-TERM DEBT, EXCLUDING CURRENT MATURITIES |
||||
Capital leases |
27 |
34 |
||
Long-term debt - financial institutions |
2,497 |
2,668 |
||
Long-term debt - convertible debentures, net |
1,144 |
1,127 |
||
DEFERRED TAX LIABILITY |
637 |
619 |
||
Total liabilities |
16,412 |
14,542 |
||
COMMITMENTS AND CONTINGENCIES |
||||
SHAREHOLDERS' EQUITY: |
||||
Common stock $1.25 par value:
authorized, 6,000 shares; |
3,009 |
2,999 |
||
Additional paid-in capital |
28,302 |
28,222 |
||
Accumulated deficit |
(363) |
(1,759) |
||
Accumulated other comprehensive income: |
||||
Cumulative translation adjustment |
4,671 |
3,963 |
||
Total shareholders' equity |
35,619 |
33,425 |
||
Total Liabilities and Shareholders' Equity |
$ |
52,031 |
$ |
47,967 |
TOR Minerals International, Inc. and Subsidiaries |
||||
Condensed Consolidated Statements of Cash Flows |
||||
(Unaudited) |
||||
(In thousands) |
||||
|
||||
Three Months Ended March 31, |
||||
2012 |
|
2011 |
||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|||
Net Income |
$ |
1,396 |
$ |
675 |
Adjustments
to reconcile net income to net cash |
||||
Depreciation |
540 |
499 |
||
Share-based compensation |
6 |
2 |
||
Warrant interest expense |
17 |
17 |
||
Deferred income taxes |
5 |
41 |
||
Changes in working capital: |
||||
Trade accounts receivables |
(1,031) |
(897) |
||
Inventories |
(1,588) |
(290) |
||
Other current assets |
(142) |
(186) |
||
Accounts payable and accrued expenses |
2,043 |
603 |
||
Net cash provided by operating activities |
1,246 |
464 |
||
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|||
Additions to property, plant and equipment |
(1,315) |
(513) |
||
Net cash used in investing activities |
(1,315) |
(513) |
||
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|||
Payments on lines of credit |
(1,543) |
(317) |
||
Net proceeds from (payments on) export credit refinancing facility |
1,159 |
(235) |
||
Net proceeds from (payments on) capital leases |
57 |
(25) |
||
Payments on long-term bank debt |
(204) |
(122) |
||
Proceeds
from the issuance of common stock, |
83 |
534 |
||
Preferred stock dividends paid |
- |
(15) |
||
Net cash used in financing activities |
(448) |
(180) |
||
Effect of exchange rate fluctuations on cash and cash equivalents |
22 |
66 |
||
Net decrease in cash and cash equivalents |
(495) |
(163) |
||
Cash and cash equivalents at beginning of year |
3,381 |
2,559 |
||
Cash and cash equivalents at end of period |
$ |
2,886 |
$ |
2,396 |
Supplemental cash flow disclosures: |
|
|||
Interest paid |
$ |
140 |
$ |
96 |
Non-cash financing activities: |
|
|||
Conversion of debentures |
$ |
- |
$ |
25 |