UNITED STATES
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TOR Minerals International,
Inc. Delaware
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0-17321 |
74-2081929 |
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(361) 883-5591
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On October 28, 2015, TOR Minerals International, Inc. (the Company), announced its financial results for the third quarter ended September 30, 2015. Highlights for the third quarter of 2015 as compared to the third quarter of 2014 include:
Revenue by Product Group (in 000's) |
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3Q15 |
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3Q14 |
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% Change |
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Specialty Aluminas |
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$ |
4,305 |
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$ |
5,200 |
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-17% |
Barium Sulfate and Other Products |
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2,210 |
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2,477 |
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-11% |
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TiO2 Pigments |
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2,473 |
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3,640 |
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-32% |
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Total |
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$ |
8,988 |
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$ |
11,317 |
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-21% |
During the third quarter ended September 30, 2015, net sales were $9.0 million, a 21 percent decrease compared to the same period a year ago and ten percent decrease sequentially from the second quarter of 2015. The effect of foreign currency translation was responsible for approximately 20 to 30 percent of the decrease in each of the three products groups. The decrease in specialty alumina sales was primarily due to lower unit volumes from a large customer, which was only partially offset by increased volumes in Europe and increase volumes of the Companys Haltex/ Optiload products. The decrease in TiO2 pigments sales was primarily due to lower unit volumes from continued weakness in the global TiO2 market, as well as aggressive pricing pressure from producers of white TiO2 in China and other producers.
During the third quarter of 2015, gross margin was 12.4 percent of sales, versus 13.3 percent during the same period last year, and 9.6 percent during the second quarter of 2015. The year-over-year decrease in gross margin was primarily related to lower levels of plant utilization, lower average selling prices and lower unit volumes. The sequential improvement in gross margin was primarily related to a lower average unit production costs. Operating expenses decreased ten percent to $1.0 million, primarily related to a decrease in staffing levels and selling expenses. Third quarter net loss was ($121,000), or ($0.04) per diluted share, as compared to a net income of $296,000, or $0.09 per share, during the same period a year ago.
Due to the strategic moves we have made to diversify our revenue base, position the company for growth, lower our cost structure and improve returns, we are better positioned to weather the headwinds that have resulted in disappointing financial comparisons this year, and remain optimistic about our business for the next several years, commented Dr. Olaf Karasch, Chief Executive Officer. We expect our specialty alumina and barium sulfate business to resume volume growth from current levels and we remain optimistic about the outlook for these categories for the next several years. To meet anticipated demand for existing and new specialty alumina applications, we are currently in the process of expanding our production capacity. Growth in other areas of our business has diversified our revenue base and resulted in our TiO2 business having less impact on our overall results. In addition, by significantly lowering our cost structure and inventory requirements, we are better positioned to generate positive contribution from our TiO2 business despite difficult market conditions that are likely to persist for the next several years. Overall, we intend to drive improvement in returns with faster inventory turnover and lower production costs, while refocusing investment in areas that can provide opportunities for significant growth and contribute attractive returns.
TOR Minerals will host a conference call at 4:00 p.m. Central Time on October 28, 2015, to further discuss third quarter results. The call will be simultaneously webcast, and can be accessed via the Investor 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 # 13622407.
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.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) |
Financial
Statements of Businesses Acquired. |
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(b) |
Pro
Forma Financial Information. |
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(c) |
Shell company transaction |
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(d) |
Exhibits. |
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Exhibit |
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99.1 |
Press Release, dated October 28, 2015 announcing the Companys third quarter 2015 financial results |
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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. |
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TOR MINERALS INTERNATIONAL, INC. |
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Date: November 3, 2015 |
/s/ BARBARA RUSSELL |
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Barbara Russell |
EXHIBIT INDEX
Exhibit No. |
Description
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99.1 |
Press Release, dated October 28, 2015 announcing the Companys third quarter 2015 financial results |
EXHIBIT 99.1
TOR Minerals International Reports Third Quarter Financial Results
CORPUS CHRISTI, Texas, October 28, 2015 TOR Minerals International, Inc. (Nasdaq: TORM), producer of high performance specialty minerals, today announced its financial results for the third quarter ended September 30, 2015. Highlights for the third quarter of 2015 as compared to the third quarter of 2014 include:
Revenue by Product Group (in 000's) |
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3Q15 |
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3Q14 |
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% Change |
||
Specialty Aluminas |
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$ |
4,305 |
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$ |
5,200 |
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-17% |
Barium Sulfate and Other Products |
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2,210 |
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2,477 |
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-11% |
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TiO2 Pigments |
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2,473 |
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3,640 |
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-32% |
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Total |
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$ |
8,988 |
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$ |
11,317 |
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-21% |
During the third quarter ended September 30, 2015, net sales were $9.0 million, a 21 percent decrease compared to the same period a year ago and ten percent decrease sequentially from the second quarter of 2015. The effect of foreign currency translation was responsible for approximately 20 to 30 percent of the decrease in each of the three products groups. The decrease in specialty alumina sales was primarily due to lower unit volumes from a large customer, which was only partially offset by increased volumes in Europe and increase volumes of the Companys Haltex/ Optiload products. The decrease in TiO2 pigments sales was primarily due to lower unit volumes from continued weakness in the global TiO2 market, as well as aggressive pricing pressure from producers of white TiO2 in China and other producers.
During the third quarter of 2015, gross margin was 12.4 percent of sales, versus 13.3 percent during the same period last year, and 9.6 percent during the second quarter of 2015. The year-over-year decrease in gross margin was primarily related to lower levels of plant utilization, lower average selling prices and lower unit volumes. The sequential improvement in gross margin was primarily related to a lower average unit production costs. Operating expenses decreased ten percent to $1.0 million, primarily related to a decrease in staffing levels and selling expenses. Third quarter net loss was ($121,000), or ($0.04) per diluted share, as compared to a net income of $296,000, or $0.09 per share, during the same period a year ago.
Due to the strategic moves we have made to diversify our revenue base, position the company for growth, lower our cost structure and improve returns, we are better positioned to weather the headwinds that have resulted in disappointing financial comparisons this year, and remain optimistic about our business for the next several years, commented Dr. Olaf Karasch, Chief Executive Officer. We expect our specialty alumina and barium sulfate business to resume volume growth from current levels and we remain optimistic about the outlook for these categories for the next several years. To meet anticipated demand for existing and new specialty alumina applications, we are currently in the process of expanding our production capacity. Growth in other areas of our business has diversified our revenue base and resulted in our TiO2 business having less impact on our overall results. In addition, by significantly lowering our cost structure and inventory requirements, we are better positioned to generate positive contribution from our TiO2 business despite difficult market conditions that are likely to persist for the next several years. Overall, we intend to drive improvement in returns with faster inventory turnover and lower production costs, while refocusing investment in areas that can provide opportunities for significant growth and contribute attractive returns.
TOR Minerals will host a conference call at 4:00 p.m. Central Time on October 28, 2015, to further discuss third quarter results. The call will be simultaneously webcast, and can be accessed via the Investor 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 # 13622407.
Headquartered in Corpus Christi, Texas, TOR Minerals International, Inc. 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
Consolidated Statements of Operations |
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(Unaudited) |
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(In thousands, except per share amounts) |
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Three Months |
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Nine Months |
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2015 |
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2014 |
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2015 |
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2014 |
NET SALES |
$ |
8,988 |
$ |
11,317 |
$ |
29,066 |
$ |
36,841 |
Cost of sales |
|
7,877 |
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9,809 |
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26,108 |
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31,674 |
GROSS MARGIN |
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1,111 |
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1,508 |
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2,958 |
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5,167 |
Technical services, research and development |
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44 |
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50 |
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143 |
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150 |
Selling, general and administrative expenses |
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943 |
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1,092 |
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3,034 |
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3,319 |
Loss on disposal of assets |
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38 |
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- |
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38 |
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- |
OPERATING INCOME (LOSS) |
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86 |
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366 |
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(257) |
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1,698 |
OTHER EXPENSE: |
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Interest expense, net |
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(37) |
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(85) |
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(177) |
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(275) |
Gain (Loss) on foreign currency exchange rate |
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(157) |
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71 |
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(134) |
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10 |
Other, net |
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9 |
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5 |
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18 |
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10 |
Total Other Expense |
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(185) |
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(9) |
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(293) |
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(255) |
INCOME (LOSS) BEFORE INCOME TAX |
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(99) |
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357 |
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(550) |
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1,443 |
Income tax (benefit) expense |
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22 |
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61 |
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(132) |
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287 |
NET INCOME (LOSS) |
$ |
(121) |
$ |
296 |
$ |
(418) |
$ |
1,156 |
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Earnings (loss) per common share: |
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Basic |
$ |
(0.04) |
$ |
0.10 |
$ |
(0.14) |
$ |
0.38 |
Diluted |
$ |
(0.04) |
$ |
0.09 |
$ |
(0.14) |
$ |
0.34 |
Weighted average common shares outstanding: |
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Basic |
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3,014 |
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3,014 |
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3,014 |
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3,014 |
Diluted |
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3,014 |
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3,394 |
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3,014 |
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3,403 |
Consolidated Balance Sheets |
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(In thousands, except per share amounts) |
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September 30, |
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December 31, |
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(Unaudited) |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
$ |
2,088 |
$ |
2,657 |
Trade accounts receivable, net |
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4,380 |
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4,915 |
Inventories, net |
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14,256 |
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20,175 |
Other current assets |
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1,128 |
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752 |
Current deferred tax asset, domestic |
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30 |
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37 |
Current deferred tax asset, foreign |
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44 |
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54 |
Total current assets |
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21,926 |
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28,590 |
RESTRICTED CASH, foreign |
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1,561 |
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- |
PROPERTY, PLANT AND EQUIPMENT, net |
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19,278 |
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18,889 |
DEFERRED TAX ASSET, foreign |
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689 |
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662 |
OTHER ASSETS |
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17 |
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22 |
Total Assets |
$ |
43,471 |
$ |
48,163 |
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LIABILITIES AND SHAREHOLDERS' EQUITY |
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CURRENT LIABILITIES: |
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Accounts payable |
$ |
2,080 |
$ |
3,318 |
Accrued expenses |
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1,034 |
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1,832 |
Notes payable under lines of credit |
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876 |
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886 |
Export credit refinancing facility |
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1,014 |
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2,777 |
Current maturities of long-term debt financial institutions |
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5,347 |
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2,720 |
Total current liabilities |
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10,351 |
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11,533 |
DEFERRED TAX LIABILITY, domestic |
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584 |
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618 |
Total liabilities |
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10,935 |
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12,151 |
COMMITMENTS AND CONTINGENCIES |
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SHAREHOLDERS' EQUITY: |
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Common stock $1.25 par value:
authorized, 6,000 shares; |
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3,767 |
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3,767 |
Additional paid-in capital |
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29,606 |
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29,503 |
Retained earnings |
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681 |
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1,099 |
Accumulated other comprehensive income (loss): |
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(1,518) |
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1,643 |
Total shareholders' equity |
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32,536 |
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36,012 |
Total Liabilities and Shareholders' Equity |
$ |
43,471 |
$ |
48,163 |
TOR Minerals International, Inc. and Subsidiaries |
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Consolidated Statements of Cash Flows |
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(Unaudited) |
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(In thousands) |
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Nine Months Ended September 30, |
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2015 |
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2014 |
CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net Income (Loss) |
$ |
(418) |
$ |
1,156 |
Adjustments
to reconcile net income (loss) to net cash |
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Depreciation |
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2,123 |
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2,570 |
Loss on disposal of assets |
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38 |
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- |
Stock-based compensation |
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104 |
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100 |
Deferred income tax (benefit) expense |
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(178) |
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189 |
Change in inventory reserve |
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- |
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(174) |
Provision for bad debts |
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23 |
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(7) |
Changes in working capital: |
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Trade accounts receivables |
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302 |
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(1,411) |
Inventories |
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3,568 |
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343 |
Other current assets |
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(414) |
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(381) |
Accounts payable and accrued expenses |
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(1,431) |
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2,223 |
Net cash provided by operating activities |
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3,717 |
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4,608 |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Additions to property, plant and equipment |
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(4,174) |
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(1,386) |
Restricted Cash |
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(1,561) |
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- |
Net cash used in investing activities |
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(5,735) |
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(1,386) |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Proceeds from lines of credit |
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2,663 |
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2,260 |
Payments on lines of credit |
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(2,567) |
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(3,225) |
Proceeds from export credit refinancing facility |
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3,420 |
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5,666 |
Payments on export credit refinancing facility |
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(4,619) |
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(7,198) |
Payments on capital leases |
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- |
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(11) |
Proceeds from long-term bank debt |
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3,740 |
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236 |
Payments on long-term bank debt |
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(735) |
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(947) |
Proceeds from the issuance of common stock and exercise of common stock options |
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- |
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11 |
Net cash provided by (used in) financing activities |
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1,902 |
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(3,208) |
Effect of foreign currency exchange rate fluctuations on cash and cash equivalents |
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(453) |
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(198) |
Net decrease in cash and cash equivalents |
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(569) |
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(184) |
Cash and cash equivalents at beginning of period |
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2,657 |
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2,920 |
Cash and cash equivalents at end of period |
$ |
2,088 |
$ |
2,736 |
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Supplemental cash flow disclosures: |
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Interest paid |
$ |
112 |
$ |
275 |
Income taxes paid |
$ |
349 |
$ |
78 |