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): | November 2, 2004 |
TOR Minerals International, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-17321 | 74-2081929 |
(Commission File Number) | (IRS Employer Identification No.) |
722 Burleson Street |
|
(Address of Principal Executive Offices) | (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 (seeGeneral 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 2.02RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The information in this Current Report and in the accompanying exhibit is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
On November 2, 2004, TOR Minerals International, Inc. issued a press release announcing financial results for the quarter ended September 30, 2004. A copy of this press release is attached hereto asExhibit 99.1.
ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS
(a) | Financial Statements of Businesses Acquired. |
(b) | Pro Forma Financial Information. |
(c) | Exhibits. |
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. | |
Date: November 4, 2004 | RICHARD BOWERS |
Richard Bowers | |
Date: November 4, 2004 | LAWRENCE W. HAAS |
Lawrence W. Haas |
EXHIBIT INDEX
Exhibit No. | Description |
99.1 | Press Release, dated November 2, 2004, announcing financial results for the quarter ended September 30, 2004. |
Exhibit 99.1
TOR MINERALS INTERNATIONAL ANNOUNCES
THIRD QUARTER FINANCIALS
Corpus Christi, Texas November 2, 2004 -- TOR Minerals International (NASDAQ: TORM) producer of natural titanium dioxide pigments and specialty aluminas today announced that for the third quarter ended September 30, 2004 it earned $473,000 as compared with a profit of $612,000 in the third quarter of 2003. Results for the nine months ended September 30, 2004 were a profit of $904,000 against a profit of $1,047,000 for the first nine months of 2003. Sales for the nine month period were $21,834,000 as against $16,959,000 a year earlier, an increase of 29% and sales for the quarter were $9,444,000 compared to $7,057,000 for the third quarter of 2003.
Richard L. Bowers, President and C.E.O., said that results were unfavorably impacted by sharp increases in the cost of oil and natural gas, freight, and raw materials during the period. However, he said the company had been compensating for these increases by raising the prices of its products but that the increased selling prices, in most cases, lagged the cost increases.
Mr. Bowers stated that the Company relished the opportunity to commission the new HITOX (Registered Trademark) titanium dioxide expansion in Corpus Christi as the new process will substantially reduce the consumption of natural gas. Commissioning is scheduled to begin the second week in November. He also said that increased alumina mono oxyhydrate capacity would be available at the Netherlands plant by the third week in November. This new capacity is planned, in part, to allow for an expansion in production of the newly developed nano pigments TOR BRITE (Registered Trademark) and TOR COAT (Registered Trademark) introduced in August.
Based in Corpus Christi, Texas, TOR Minerals manufactures pigments in Texas, Malaysia, and the Netherlands which are marketed worldwide.
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 risks of a general business slow down or recession, the increasing cost of energy, raw materials and labor, competition, advancesin technology, changes in foreign currency rates, freight price increases, commodity price increases, delays in delivery of requirement equipment and other factors.
Contact for Further Information:
David Mossberg
Beacon Street Group Investor Relations
(817) 459-2346
Tables Follow
TOR MINERALS INTERNATIONAL, INC.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
(in thousands, except per share amounts)
Three Months Ended | Nine Months Ended | |||||||
September 30, | September 30, | |||||||
2004 | 2003 | 2004 | 2003 | |||||
NET SALES | $ | 9,444 | $ | 7,057 | $ | 21,834 | $ | 16,959 |
Cost of products sold | 7,683 | 5,318 | 16,916 | 12,607 | ||||
GROSS MARGIN | 1,761 | 1,739 | 4,918 | 4,352 | ||||
GROSS MARGIN % | 18.6% | 24.6% | 22.5% | 25.7% | ||||
Selling, administrative and general | 1,151 | 1,063 | 3,681 | 3,099 | ||||
OPERATING INCOME | 610 | 676 | 1,237 | 1,253 | ||||
OTHER INCOME (EXPENSE): | ||||||||
Interest income | 1 | -- | 3 | -- | ||||
Interest expense | (79) | (83) | (158) | (205) | ||||
Other, net | 2 | 28 | (31) | 26 | ||||
INCOME BEFORE INCOME TAX | 534 | 621 | 1,051 | 1,074 | ||||
Taxes | 61 | 9 | 147 | 27 | ||||
NET INCOME | $ | 473 | $ | 612 | $ | 904 | $ | 1,047 |
Earnings per common share: | ||||||||
Basic | $ | 0.06 | $ | 0.09 | $ | 0.11 | $ | 0.15 |
Diluted | $ | 0.06 | $ | 0.08 | $ | 0.11 | $ | 0.15 |
Weighted average common shares and equivalents outstanding: | ||||||||
Basic | 7,779 | 7,119 | 7,719 | 7,036 | ||||
Diluted | 8,052 | (1) | 7,450 | 8,013 | (2) | 7,193 |
(1)168,000 common shares related to the 200,000 convertible preferred shares outstanding were excluded in the computation of diluted earnings per share as the effect would be antidilutive.
(2) 153,000 common shares related to the 200,000 convertible preferred shares outstanding were excluded in the computation of diluted earnings per share as the effect would be antidilutive.
TOR MINERALS INTERNATIONAL, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
September 30, 2004 and December 31, 2003
(in thousands)
September 30, 2004 | December 31, | |||
(Unaudited) | 2003 | |||
ASSETS | ||||
Current assets | $ | 14,679 | $ | 10,747 |
Property, plant and equipment, net | 16,077 | 13,470 | ||
Goodwill, net | 1,815 | 1,283 | ||
Other assets | -- | 42 | ||
Total Assets | $ | 32,571 | $ | 25,542 |
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||
Current liabilities | $ | 8,727 | $ | 7,978 |
Long-term debt, excluding current maturities | 1,609 | 1,642 | ||
Deferred tax liability | 123 | -- | ||
Total Liabilities | 10,459 | 9,620 | ||
Shareholders' equity | 22,112 | 15,922 | ||
Total Liabilities & Shareholders' Equity | $ | 32,571 | $ | 25,542 |