0001003297-15-000196.txt : 20150506 0001003297-15-000196.hdr.sgml : 20150506 20150506160602 ACCESSION NUMBER: 0001003297-15-000196 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150506 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150506 DATE AS OF CHANGE: 20150506 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: 15836975 BUSINESS ADDRESS: STREET 1: 722 BURLESON CITY: CORPUS CHRISTI STATE: TX ZIP: 78402 BUSINESS PHONE: 361-883-5591 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 estor8k.htm Form 8-K

 

 

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):  May 6, 2015

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)

722 Burleson Street
Corpus Christi, Texas
(Address of Principal Executive Offices)

74-2081929
(IRS Employer Identification No.)


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.

 

 

On May 6, 2015, TOR Minerals International (the “Company”), announced its financial results for the first quarter ended March 31, 2015.

 

Highlights for the first quarter of 2015 as compared to the first quarter of 2014 include:

 

  • 1Q15 revenue decreased 23% to $10.1 million
  • 1Q15 net loss of ($190,000) versus 1Q14 net income of $707,000
  • 1Q15 diluted loss per share of ($0.06) versus 1Q14 net income per share of $0.21

 

Revenue by Product Group (in 000's)

 

 

 1Q15

 

 

 1Q14

 

 % Change

Specialty Aluminas

 

$

      4,348

 

$

      5,259

 

-17%

Barium Sulfate and Other Products

 

 

        2,469

 

 

        2,461

 

0%

TiO2 Pigments

 

 

        3,298

 

 

        5,412

 

-39%

Total

 

$

     10,115

 

$

     13,132

 

-23%

 

Net sales decreased 23 percent during the first quarter of 2015, primarily related to a 39 percent decrease in sales of TiO2 pigments products and a 17 percent decrease in Specialty alumina sales. The decrease in TiO2 pigment products was related to a decrease in SR sales and weakness in the global TiO2 market. There were no sales of SR to third-party customers during the first quarter of 2015, as compared to third-party SR sales of $1.4 million during the first quarter of the prior year.  The company has historically produced SR as a precursor feedstock to make its differentiated specialty TiO2 pigment products and only opportunistically sells SR products to third parties when market conditions are attractive.  The decrease in specialty alumina sales, which includes ALUPREM®, HALTEX® and OPTILOAD®, was primarily due to a decrease in volume from a large U.S. customer and, to a lesser extent, from the negative effect on foreign currency translation.  Barium sulfate and other product sales were relatively flat year over year, as increased volumes were offset by the effect of foreign currency translation on average selling prices.

 

During the first quarter of 2015, gross margin decreased to 8.8 percent of sales, versus 16.4 percent during the same period a year ago.  More than half of the decrease in gross margin was related to the negative effect on foreign currency exchange rates.  In addition, gross margin was negatively affected by low levels of plant utilization in the Netherlands and Malaysian plants, as well as the sell through of high-cost TiO2 inventory.  Operating expenses decreased 4.5 percent to $1.1 million, primarily related to a reduction in staffing levels.  The first quarter net loss was ($190,000), or ($0.06) per diluted share, as compared to a net income of $707,000, or $0.21, per share, during the same period a year ago.

 

2
 

 

 

 

 

Commenting on the quarter, Dr. Olaf Karasch, Chief Executive Officer, said, “First Quarter’s financial comparisons were affected by several factors that made ‘apples-to-apples’ comparisons difficult.  Excluding these factors, our TiO2 business is stabilizing when compared to the preceding fourth quarter of 2014 and we expect unit volume growth in specialty alumina and barium sulfate products this year.  Our profitability may continue to be clouded during the balance of the year as we work through high-cost TiO2 inventory, and difficult foreign exchange comparisons.  However, our current business plan contemplates significant improvements in return on equity with faster inventory turns and refocusing our capital investments in areas that can contribute attractive returns.  Case in point, during the first quarter we spent approximately $1 million as part of our project to double specialty alumina plant capacity to meet the anticipated increase in demand over the next 24 months.”

 

TOR Minerals will host a conference call at 4:00 p.m. Central Time on May 6, 2015, 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 # 13606246. 

 

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.

 

 

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

 

3
 

 

 


 

 

 

 

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 May 6, 2015 announcing the Company’s first quarter 2015 financial results

 




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:  May 6, 2015

/s/ BARBARA RUSSELL

 

Barbara Russell
Chief Financial Officer

 

 

EXHIBIT INDEX

 

Exhibit No.

Description

 

99.1

Press Release, dated May 6, 2015 announcing the Company’s first quarter 2015 financial results

 

4


 

 

EX-99 2 es99-1.htm Exhibit 99.1

EXHIBIT 99.1

 

TOR Minerals International Reports First Quarter Financial Results

CORPUS CHRISTI, Texas, May 6, 2015 – TOR Minerals International (Nasdaq: TORM), producer of high performance specialty minerals, today announced its financial results for the first quarter ended March 31, 2015. Highlights for the first quarter of 2015 as compared to the first quarter of 2014 include:

 

  • 1Q15 revenue decreased 23% to $10.1 million
  • 1Q15 net loss of ($190,000) versus 1Q14 net income of $707,000
  • 1Q15 diluted loss per share of ($0.06) versus 1Q14 net income per share of $0.21

 

Revenue by Product Group (in 000's)

 

 

 1Q15

 

 

 1Q14

 

 % Change

Specialty Aluminas

 

$

      4,348

 

$

      5,259

 

-17%

Barium Sulfate and Other Products

 

 

        2,469

 

 

        2,461

 

0%

TiO2 Pigments

 

 

        3,298

 

 

        5,412

 

-39%

Total

 

$

     10,115

 

$

     13,132

 

-23%

 

Net sales decreased 23 percent during the first quarter of 2015, primarily related to a 39 percent decrease in sales of TiO2 pigments products and a 17 percent decrease in Specialty alumina sales. The decrease in TiO2 pigment products was related to a decrease in SR sales and weakness in the global TiO2 market. There were no sales of SR to third-party customers during the first quarter of 2015, as compared to third-party SR sales of $1.4 million during the first quarter of the prior year.  The company has historically produced SR as a precursor feedstock to make its differentiated specialty TiO2 pigment products and only opportunistically sells SR products to third parties when market conditions are attractive.  The decrease in specialty alumina sales, which includes ALUPREM®, HALTEX® and OPTILOAD®, was primarily due to a decrease in volume from a large U.S. customer and, to a lesser extent, from the negative effect on foreign currency translation.  Barium sulfate and other product sales were relatively flat year over year, as increased volumes were offset by the effect of foreign currency translation on average selling prices.

During the first quarter of 2015, gross margin decreased to 8.8 percent of sales, versus 16.4 percent during the same period a year ago.  More than half of the decrease in gross margin was related to the negative effect on foreign currency exchange rates.  In addition, gross margin was negatively affected by low levels of plant utilization in the Netherlands and Malaysian plants, as well as the sell through of high-cost TiO2 inventory.  Operating expenses decreased 4.5 percent to $1.1 million, primarily related to a reduction in staffing levels.  The first quarter net loss was ($190,000), or ($0.06) per diluted share, as compared to a net income of $707,000, or $0.21, per share, during the same period a year ago.

 

 

 
 

 

 

 

Commenting on the quarter, Dr. Olaf Karasch, Chief Executive Officer, said, “First Quarter’s financial comparisons were affected by several factors that made ‘apples-to-apples’ comparisons difficult.  Excluding these factors, our TiO2 business is stabilizing when compared to the preceding fourth quarter of 2014 and we expect unit volume growth in specialty alumina and barium sulfate products this year.  Our profitability may continue to be clouded during the balance of the year as we work through high-cost TiO2 inventory, and difficult foreign exchange comparisons.  However, our current business plan contemplates significant improvements in return on equity with faster inventory turns and refocusing our capital investments in areas that can contribute attractive returns.  Case in point, during the first quarter we spent approximately $1 million as part of our project to double specialty alumina plant capacity to meet the anticipated increase in demand over the next 24 months.”

TOR Minerals will host a conference call at 4:00 p.m. Central Time on May 6, 2015, 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 # 13606246. 

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.

Investor Relations Contact

Dave Mossberg
Three Part Advisors, LLC
817 310-0051

 

 

 
 

 

 

TOR Minerals International, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 Three Months
Ended March 31,

 

 

2015

 

2014

NET SALES

 $

  10,115

 $

  13,132

Cost of sales

 

    9,221

 

  10,980

GROSS MARGIN

 

        894

 

    2,152

Technical services, research and development

 

          55

 

          46

Selling, general and administrative expenses

 

    1,052

 

    1,113

OPERATING INCOME (LOSS)

 

      (213)

 

        993

OTHER EXPENSE:

 

 

 

 

Interest expense, net

 

        (80)

 

        (95)

Gain (Loss) on foreign currency exchange rate

 

          22

 

          (4)

Other, net

 

             -

 

            5

Total Other Expense

 

        (58)

 

        (94)

INCOME (LOSS) BEFORE INCOME TAX

 

      (271)

 

        899

Income tax (benefit) expense

 

        (81)

 

        192

NET INCOME (LOSS)

 $

      (190)

 $

        707

 

 

 

 

 

Earnings (loss) per common share:

 

 

 

 

Basic

 $

     (0.06)

 $

       0.23

Diluted

 $

     (0.06)

 $

       0.21

Weighted average common shares outstanding:

 

 

 

 

Basic

 

    3,014

 

    3,014

Diluted

 

    3,014

 

    3,413

 

 

 

 
 

 

TOR Minerals International, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

March 31,
2015

 

December 31,
2014

 

 

(Unaudited)

 

 

ASSETS

 

 

 

 

CURRENT ASSETS:

 

 

 

 

Cash and cash equivalents

 $

                    2,679

 $

              2,657

Trade accounts receivable, net

 

                    4,533

 

              4,915

Inventories, net

 

                 16,485

 

            20,175

Other current assets

 

                    1,070

 

                  752

Current deferred tax asset, domestic

 

                         37

 

                    37

Current deferred tax asset, foreign

 

                         54

 

                    54

Total current assets

 

                 24,858

 

            28,590

PROPERTY, PLANT AND EQUIPMENT, net

 

                 18,612

 

            18,889

DEFERRED TAX ASSET, foreign

 

                       623

 

                  662

OTHER ASSETS

 

                         20

 

                    22

Total Assets

 $

                 44,113

 $

            48,163

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

Accounts payable

 $

                    2,422

 $

              3,318

Accrued expenses

 

                    1,271

 

              1,832

Notes payable under lines of credit

 

                    1,289

 

                  886

Export credit refinancing facility

 

                    2,018

 

              2,777

Current maturities of long-term debt – financial institutions

                    1,002

 

              1,113

Total current liabilities

 

                    8,002

 

              9,926

LONG-TERM DEBT - FINANCIAL INSTITUTIONS

 

                    1,316

 

              1,607

DEFERRED TAX LIABILITY, domestic

 

                       568

 

                  618

Total liabilities

 

                    9,886

 

            12,151

COMMITMENTS AND CONTINGENCIES

 

 

 

 

SHAREHOLDERS' EQUITY:

 

 

 

 

Common stock $1.25 par value: authorized, 6,000 shares;
3,014 shares issued and outstanding at March 31, 2015
and December 31, 2014

 

                    3,767

 

              3,767

Additional paid-in capital

 

                 29,532

 

            29,503

Retained earnings

 

                       909

 

              1,099

Accumulated other comprehensive income:

 

 

 

 

Cumulative translation adjustment

 

                         19

 

              1,643

Total shareholders' equity

 

                 34,227

 

            36,012

Total Liabilities and Shareholders' Equity

 $

                 44,113

 $

            48,163

 

 

 

 

 

 

 

 

 
 

 

TOR Minerals International, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

 

 

 

 

 

 

 

Three Months Ended March 31,

 

 

2015

 

2014

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

Net Income (Loss)

 $

     (190)

 $

       707

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

 

 

 

 

Depreciation

 

       701

 

       847

Stock-based compensation

 

         29

 

         23

Deferred income tax (benefit) expense

 

       (49)

 

       483

Provision for bad debts

 

            -

 

         (7)

Changes in working capital:

 

 

 

 

Trade accounts receivables

 

       248

 

  (1,346)

Inventories

 

    2,924

 

       403

Other current assets

 

     (360)

 

     (509)

Accounts payable and accrued expenses

 

  (1,130)

 

    1,373

Net cash provided by operating activities

 

    2,173

 

    1,974

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

Additions to property, plant and equipment

 

  (1,593)

 

     (449)

Net cash used in investing activities

 

  (1,593)

 

     (449)

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

Proceeds from lines of credit

 

    1,141

 

    1,630

Payments on lines of credit

 

     (655)

 

  (1,682)

Proceeds from export credit refinancing facility

 

    2,370

 

    1,287

Payments on export credit refinancing facility

 

  (2,973)

 

  (3,058)

Payments on capital leases

 

            -

 

         (5)

Proceeds from long-term bank debt

 

            -

 

       236

Payments on long-term bank debt

 

     (244)

 

     (304)

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

 

            -

 

         11

Net cash used in financing activities

 

     (361)

 

  (1,885)

Effect of foreign currency exchange rate fluctuations on cash and cash equivalents

 

     (197)

 

         21

Net increase (decrease) in cash and cash equivalents

 

         22

 

     (339)

Cash and cash equivalents at beginning of period

 

    2,657

 

    2,920

Cash and cash equivalents at end of period

 $

    2,679

 $

    2,581

 

 

 

 

 

Supplemental cash flow disclosures:

 

 

 

 

Interest paid

 $

         80

 $

         95

Income taxes paid

 $

         15

 $

         37