UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8‑K
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CURRENT REPORT Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of report (Date of earliest event reported):
February 23, 2010
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TOR Minerals International,
Inc.
(Exact Name of Registrant as
Specified in Its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
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0-17321
(Commission
File Number)
722 Burleson
Street
Corpus Christi, Texas
(Address of
Principal Executive Offices)
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74-2081929
(IRS Employer
Identification No.)
78402
(Zip Code)
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(361) 883-5591
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name
or Former Address, if Changed Since Last Report)
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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
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On February 23, 2010, TOR Minerals International, Inc.
(the "Company") announced its financial results for the fourth quarter and year
ended December 31, 2009. For the fourth quarter ended December 31, 2009, the
Company reported net income available to common shareholders of $143,000, or
$0.08 per diluted share, on net sales of $6,395,000. This compares with a
net loss available to common shareholders of $3,680,000, or ($2.33) per share,
on net sales of $4,139,000 for the quarter ended December 31, 2008.
Net
sales for the year ended December 31, 2009, were $24,193,000 compared to
$25,304,000 during the year ended December 31, 2008. The net loss
available to common shareholders was $196,000, or ($0.10) per diluted share,
for the year ended December 31, 2009 compared to a net loss of $5,022,000, or
($3.19) per diluted share, for year ended December 31, 2008.
Net
loss for the quarter ended and the year ended December 31, 2008 included an
impairment charge of $1,976,000 related to write off of goodwill and a charge
of $679,000 related to a charge for impairment of assets held for sale.
Net sales increased 55 percent during the fourth
quarter of 2009 due to strong increases in all product categories. During the
fourth quarter, sales of HITOX® increased 33% to $2.4 million as inventory
levels in paint and plastic markets stabilized in the North America and Asia
and end market demand improved. Sales of specialty alumina products grew 106
percent during the fourth quarter of 2009 due to increased demand for existing
products in Europe and North America, and the success of new specialty alumina
products introduced into North America during 2009.
During the fourth quarter of 2009, operating profit
increased to $338,000, or 5.3% of sales, compared to an operating loss of
($2,784,000) reported during the fourth quarter of 2008. Fourth quarter 2009
operating profit also increased sequentially from the operating profit of
$208,000, or 3.2% of sales, reported during the third quarter of 2009.
Year-over-year and sequential improvements in profitability resulted from
increased sales levels and greater operational efficiencies.
Commenting on the results, Dr. Olaf Karasch, Chief
Executive Officer said, "We have weathered two years of challenging market
conditions and emerged in a much better position to deliver profitable growth.
Due to cost cutting measures, new, low-cost processing technologies and the
dedicated efforts of our employees, we delivered four quarters of sequentially
improving results during 2009 and the fourth quarter was our first positive net
income in nine quarters. At the same time, we have continued our product
development efforts and are beginning to have success with new products, such
as OPTILOAD, which contributed to the doubling of our specialty alumina
business during the quarter."
The Company said that positive sales trends have
continued during the first two months of 2010 and, if the current trends
continue, it expects to see continued improvement in financial results during
2010. "Customer demand has been strengthening across all of our products. In
addition, customers are increasingly interested in our new products and willing
to dedicate resources to test and reformulate products, which bodes well for
our growth in these areas," continued Dr. Karasch.
The consolidated financial
statements to be included in the Company's annual report on Form 10-K for the
fiscal year ended December 31, 2009 (the "Form 10-K") have been prepared on a
going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business, as to which
uncertainty exists. As a result of this uncertainty, the Form 10-K will include
an explanatory paragraph in the report of its independent registered public
accounting firm that there is substantial doubt about the Company's ability to
continue as a "going concern." The Company's 2009 financial statements,
including the financial statements in the Form 10-K and the financial results
reported on this press release, do not include any adjustment that might result
from the outcome of this uncertainty.
This
uncertainty has resulted from the Company's revolving line of credit (the
"Line"), with an outstanding balance of $1,650,000, under their US Credit
Agreement with Bank of America (the "Bank") maturing on August 15, 2010.
As disclosed in the Company's Current Report on Form 8-K filed on February 16,
2010, the Bank extended the maturity date on the Line from February 15, 2010 to
August 15, 2010. The Company is working to establish a corporate lending
relationship with a new financial institution for the Company's US operations
prior to August 15, 2010, the revised maturity date under the Credit Agreement,
to permit the Company to refinance its outstanding debt with the Bank prior to
its stated maturity. The Company expects that improvements in recent
financial performance may assist the Company to establish a new corporate
lending relationship and/ or refinance its current US debt. However, if the
Company is unable to refinance the debt due to the Bank prior to its stated
maturity or if the Company defaults under the terms of the Credit Agreements
prior to its stated maturity and the Bank were to accelerate the maturity of
such indebtedness, the Company does not have sufficient liquidity to pay off
the indebtedness owed to the Bank, and the Bank would be entitled to exercise
all of its rights and remedies as a secured lender under the Credit Agreement.
A webcast discussing fourth
quarter 2009 results can be accessed for a period of 30 days via the News
section of the TOR Minerals' website at www.torminerals.com.
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.
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)
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Financial
Statements of Businesses Acquired.
Not applicable.
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(b)
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Pro
Forma Financial Information.
Not applicable.
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(c)
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Shell Company transaction
Not applicable
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(d)
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Exhibits.
The following exhibit is furnished in accordance with the provisions of Item
601 of Regulation S-B:
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Exhibit
Number
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Description
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99.1
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Press
Release, dated February 23, 2010, announcing the Company's fourth quarter and
year end 2009 earnings results
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SIGNATURES
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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.
_____________________
(Registrant)
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Date: February 23, 2010
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/s/ BARBARA RUSSELL
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Barbara Russell
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press
Release, dated February 23, 2010, announcing the Company's fourth quarter and
year end 2009 earnings results
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Tor Minerals International (MM) (NASDAQ:TORMD)
過去 株価チャート
から 5 2024 まで 6 2024
Tor Minerals International (MM) (NASDAQ:TORMD)
過去 株価チャート
から 6 2023 まで 6 2024