UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8‑K
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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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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. * |
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1 |
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On April 26, 2017, TOR Minerals International, Inc. (the “Company”), announced its financial results for the first quarter ended March 31, 2017.
Highlights for the first quarter of 2017 as compared to the first quarter of 2016 include:
Revenue by Product Group (in 000's) |
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1Q17 |
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1Q16 |
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% Change |
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Specialty Aluminas |
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$ |
5,743 |
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$ |
4,834 |
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19% |
Barium Sulfate and Other Products |
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2,350 |
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2,329 |
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1% |
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TiO2 Pigments |
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2,603 |
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2,409 |
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8% |
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Total |
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$ |
10,696 |
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$ |
9,572 |
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12% |
During the first quarter ended March 31, 2017, revenue increased 12 percent to $10.7 million, versus $9.6 million reported during the same period of 2016. The increase in revenue was primarily due to continued growth in specialty alumina sales, as well as incremental growth in TiO2 pigment sales. The increase in specialty alumina sales was due to strong growth to both existing and new customers in the U.S. and Europe, as well as increased volumes from a significant U.S. customer. The increase in TiO2 pigment sales was primarily due to significant growth in volume in Europe and Asia, partially offset by a decrease in U.S. sales and a mid-single-digit decrease in average selling price.
During the first quarter of 2017, gross margin decreased 3.3 percentage points to 10.5 percent of sales. The decrease in gross margin was primarily related to a temporary increase in maintenance activities and costs at the U.S. and Netherlands-based manufacturing facilities, which negatively affected utilization and efficiencies of these operations. During the first quarter, SG&A expenses were $1.2 million, versus $0.8 million during the first quarter of 2016. SG&A costs during the first quarter of 2016 benefited by $273,000, from the reversal of a bad debt expense, which had previously been deemed uncollectable. Excluding this from the comparison, SG&A costs increased seven percent year over year, which was primarily due to increases in sales commissions and salaries and benefits. During the first quarter of 2017, the net loss was ($132,000), or ($0.04) per diluted share, as compared to net income of $244,000, or $0.08 per diluted share, during the prior year.
“We had mixed results during the first quarter with strong revenue growth offset by a temporary decrease in gross margin performance. While extended-maintenance affected our margin performance during the first quarter, we expect the level of maintenance activity will return to normal during the balance of the year,” commented Dr. Olaf Karasch, Chief Executive Officer. “First quarter marked a clear turning point in the health of our TiO2 business with the first positive year-over-year comparison in more than three years. We have recently implemented price increases for TiO2 pigments in certain geographies and have added distribution capabilities. As we enter the seasonally strong period for TiO2, the segment is well-positioned to deliver profitable growth for the year. We also expect profitable growth from our specialty alumina business this year as efforts to diversify the revenue mix are gaining traction with new and existing customers in new application areas and new geographies. Overall we remain confident that we are well-positioned to deliver double-digit revenue growth during 2017, as well as further improve profitability and returns for our shareholders.”
2 |
TOR Minerals will host a conference call at 5:00 p.m. Eastern, 4:00 p.m. Central Time, on April 26, 2017, 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 # 13659260.
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. |
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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 April 26, 2017 reporting the Company’s first quarter 2017 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: April 26, 2017 |
/s/ BARBARA RUSSELL |
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Barbara Russell |
EXHIBIT INDEX
Exhibit No. |
Description
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99.1 |
Press Release, dated April 26, 2017 reporting the Company’s first quarter 2017 financial results |
4 |
![]() |
722 Burleson Street |
Phone: 361/883-5591 |
Corpus Christi |
Fax: 361/883-7619 | |
Texas 78402 |
www.torminerals.com | |
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EXHIBIT 99.1
TOR Minerals International, Inc. Reports First Quarter Financial Results
CORPUS CHRISTI, Texas, April 26, 2017 – TOR Minerals International, Inc. (Nasdaq: TORM), producer of high performance specialty minerals, today announced its financial results for the first quarter ended March 31, 2017. Highlights for the first quarter of 2017 as compared to the first quarter of 2016 include:
Revenue by Product Group (in 000's) |
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1Q17 |
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1Q16 |
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% Change |
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Specialty Aluminas |
|
$ |
5,743 |
|
$ |
4,834 |
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19% |
Barium Sulfate and Other Products |
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2,350 |
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2,329 |
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1% |
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TiO2 Pigments |
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2,603 |
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2,409 |
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8% |
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Total |
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$ |
10,696 |
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$ |
9,572 |
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12% |
During the first quarter ended March 31, 2017, revenue increased 12 percent to $10.7 million, versus $9.6 million reported during the same period of 2016. The increase in revenue was primarily due to continued growth in specialty alumina sales, as well as incremental growth in TiO2 pigment sales. The increase in specialty alumina sales was due to strong growth to both existing and new customers in the U.S. and Europe, as well as increased volumes from a significant U.S. customer. The increase in TiO2 pigment sales was primarily due to significant growth in volume in Europe and Asia, partially offset by a decrease in U.S. sales and a mid-single-digit decrease in average selling price.
During the first quarter of 2017, gross margin decreased 3.3 percentage points to 10.5 percent of sales. The decrease in gross margin was primarily related to a temporary increase in maintenance activities and costs at the U.S. and Netherlands-based manufacturing facilities, which negatively affected utilization and efficiencies of these operations. During the first quarter, SG&A expenses were $1.2 million, versus $0.8 million during the first quarter of 2016. SG&A costs during the first quarter of 2016 benefited by $273,000, from the reversal of a bad debt expense, which had previously been deemed uncollectable. Excluding this from the comparison, SG&A costs increased seven percent year over year, which was primarily due to increases in sales commissions and salaries and benefits. During the first quarter of 2017, the net loss was ($132,000), or ($0.04) per diluted share, as compared to net income of $244,000, or $0.08 per diluted share, during the prior year.
“We had mixed results during the first quarter with strong revenue growth offset by a temporary decrease in gross margin performance. While extended-maintenance affected our margin performance during the first quarter, we expect the level of maintenance activity will return to normal during the balance of the year,” commented Dr. Olaf Karasch, Chief Executive Officer. “First quarter marked a clear turning point in the health of our TiO2 business with the first positive year-over-year comparison in more than three years. We have recently implemented price increases for TiO2 pigments in certain geographies and have added distribution capabilities. As we enter the seasonally strong period for TiO2, the segment is well-positioned to deliver profitable growth for the year. We also expect profitable growth from our specialty alumina business this year as efforts to diversify the revenue mix are gaining traction with new and existing customers in new application areas and new geographies. Overall we remain confident that we are well-positioned to deliver double-digit revenue growth during 2017, as well as further improve profitability and returns for our shareholders.”
TOR Minerals will host a conference call at 5:00 p.m. Eastern, 4:00 p.m. Central Time, on April 26, 2017, 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 # 13659260.
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 |
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Condensed 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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2017 |
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2016 |
NET SALES |
$ |
10,696 |
$ |
9,572 |
Cost of sales |
|
9,569 |
|
8,247 |
GROSS MARGIN |
|
1,127 |
|
1,325 |
Technical services, research and development |
|
43 |
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38 |
Selling, general and administrative expenses |
|
1,193 |
|
842 |
Gain on disposal of assets |
|
- |
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(1) |
OPERATING (LOSS) INCOME |
|
(109) |
|
446 |
OTHER INCOME (EXPENSE): |
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Interest expense, net |
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(29) |
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(50) |
Loss on foreign currency exchange rate |
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(33) |
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(89) |
Other, net |
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1 |
|
12 |
Total Other Expense |
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(61) |
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(127) |
(LOSS) INCOME BEFORE INCOME TAX |
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(170) |
|
319 |
Income tax (benefit) expense |
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(38) |
|
75 |
NET (LOSS) INCOME |
$ |
(132) |
$ |
244 |
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(Loss) earnings per common share: |
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Basic |
$ |
(0.04) |
$ |
0.08 |
Diluted |
$ |
(0.04) |
$ |
0.08 |
Weighted average common shares outstanding: |
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|
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Basic |
|
3,542 |
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3,014 |
Diluted |
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3,542 |
|
3,187 |
TOR Minerals International, Inc. and Subsidiaries |
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Condensed Consolidated Balance Sheets |
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(Unaudited) |
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(In thousands, except per share amounts) |
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March 31, |
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December 31, |
ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
$ |
3,725 |
$ |
3,716 |
Trade accounts receivable, net |
|
5,266 |
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3,557 |
Inventories, net |
|
9,361 |
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11,776 |
Other current assets |
|
1,062 |
|
742 |
Total current assets |
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19,414 |
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19,791 |
PROPERTY, PLANT AND EQUIPMENT, net |
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16,388 |
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15,907 |
DEFERRED TAX ASSET, foreign |
|
- |
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27 |
OTHER ASSETS |
|
4 |
|
4 |
Total Assets |
$ |
35,806 |
$ |
35,729 |
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LIABILITIES AND SHAREHOLDERS' EQUITY |
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CURRENT LIABILITIES: |
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Accounts payable |
$ |
1,694 |
$ |
2,122 |
Accrued expenses |
|
1,946 |
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1,136 |
Export credit refinancing facility |
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- |
|
206 |
Current maturities of long-term debt – financial institutions |
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1,102 |
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1,142 |
Total current liabilities |
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4,742 |
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4,606 |
LONG-TERM DEBT - FINANCIAL INSTITUTIONS |
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2,608 |
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2,725 |
DEFERRED TAX LIABILITY, domestic |
|
75 |
|
127 |
DEFERRED TAX LIABILITY, foreign |
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10 |
|
- |
Total liabilities |
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7,435 |
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7,458 |
COMMITMENTS AND CONTINGENCIES |
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SHAREHOLDERS' EQUITY: |
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Common stock $1.25 par value: authorized, 6,000 shares; |
|
4,426 |
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4,426 |
Additional paid-in capital |
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30,590 |
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30,544 |
Accumulated deficit |
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(4,953) |
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(4,821) |
Accumulated other comprehensive loss |
|
(1,692) |
|
(1,878) |
Total shareholders' equity |
|
28,371 |
|
28,271 |
Total Liabilities and Shareholders' Equity |
$ |
35,806 |
$ |
35,729 |
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TOR Minerals International, Inc. and Subsidiaries |
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Condensed Consolidated Statements of Cash Flows |
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(Unaudited) |
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(In thousands) |
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Three Months Ended March 31, |
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2017 |
|
2016 |
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
Net (loss) income |
$ |
(132) |
$ |
244 |
Adjustments to reconcile net
(loss) income to net cash |
|
|
|
|
Depreciation |
|
647 |
|
633 |
Gain on disposal of assets |
|
- |
|
(1) |
Stock-based compensation |
|
46 |
|
49 |
Deferred income tax benefit |
|
(16) |
|
(5) |
Recovery of bad debts |
|
- |
|
(273) |
Changes in working capital: |
|
|
|
|
Trade accounts receivables |
|
(1,684) |
|
(426) |
Inventories |
|
2,487 |
|
1,829 |
Other current assets |
|
(313) |
|
(26) |
Accounts payable and accrued expenses |
|
275 |
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(127) |
Net cash provided by operating activities |
|
1,310 |
|
1,897 |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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|
|
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Additions to property, plant and equipment |
|
(895) |
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(228) |
Net cash used in investing activities |
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(895) |
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(228) |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Proceeds from lines of credit |
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- |
|
4 |
Payments on lines of credit |
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- |
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(202) |
Proceeds from export credit refinancing facility |
|
- |
|
523 |
Payments on export credit refinancing facility |
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(209) |
|
(828) |
Payments on long-term bank debt |
|
(215) |
|
(313) |
Net cash used in financing activities |
|
(424) |
|
(816) |
Effect of foreign currency exchange rate fluctuations on cash and cash equivalents |
|
18 |
|
38 |
Net increase in cash and cash equivalents |
|
9 |
|
891 |
Cash and cash equivalents at beginning of period |
|
3,716 |
|
813 |
Cash and cash equivalents at end of period |
$ |
3,725 |
$ |
1,704 |
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|
|
|
|
Supplemental cash flow disclosures: |
|
|
|
|
Interest paid |
$ |
30 |
$ |
28 |
Income taxes paid |
$ |
105 |
$ |
9 |
Non-cash financing activities: |
|
|
|
|
Capital expenditures financed through accounts payable and accrued expenses |
$ |
72 |
$ |
260 |
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