Item 1.
|
Financial Statements and Supplementary Data
|
TOR Minerals
International, Inc. and Subsidiaries
|
Condensed
Consolidated Statements of Operations
|
(Unaudited)
|
(In thousands,
except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended September 30,
|
|
Nine Months
Ended September 30,
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
NET SALES
|
$
|
10,036
|
$
|
8,988
|
$
|
29,458
|
$
|
29,066
|
Cost of sales
|
|
8,452
|
|
7,877
|
|
25,379
|
|
26,108
|
GROSS MARGIN
|
|
1,584
|
|
1,111
|
|
4,079
|
|
2,958
|
Technical services, research and
development
|
|
56
|
|
44
|
|
146
|
|
143
|
Selling, general and
administrative expenses
|
|
1,068
|
|
943
|
|
2,972
|
|
3,034
|
Loss
on disposal of assets
|
|
4
|
|
38
|
|
3
|
|
38
|
OPERATING INCOME (LOSS)
|
|
456
|
|
86
|
|
958
|
|
(257)
|
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
(43)
|
|
(37)
|
|
(140)
|
|
(177)
|
Gain (loss) on foreign currency
exchange rate
|
|
20
|
|
(157)
|
|
(59)
|
|
(134)
|
Other, net
|
|
-
|
|
9
|
|
28
|
|
18
|
Total Other Expense
|
|
(23)
|
|
(185)
|
|
(171)
|
|
(293)
|
INCOME (LOSS) BEFORE INCOME
TAX
|
|
433
|
|
(99)
|
|
787
|
|
(550)
|
Income tax expense (benefit)
|
|
142
|
|
22
|
|
165
|
|
(132)
|
NET INCOME (LOSS)
|
$
|
291
|
$
|
(121)
|
$
|
622
|
$
|
(418)
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per common
share:
|
|
|
|
|
|
|
|
|
Basic
|
$
|
0.08
|
$
|
(0.04)
|
$
|
0.19
|
$
|
(0.14)
|
Diluted
|
$
|
0.08
|
$
|
(0.04)
|
$
|
0.18
|
$
|
(0.14)
|
Weighted average common
shares outstanding:
|
|
|
|
|
|
|
|
|
Basic
|
|
3,542
|
|
3,014
|
|
3,319
|
|
3,014
|
Diluted
|
|
3,550
|
|
3,014
|
|
3,398
|
|
3,014
|
|
|
|
|
|
|
|
|
|
See accompanying
notes to the condensed consolidated financial statements.
|
TOR Minerals
International, Inc. and Subsidiaries
|
Condensed
Consolidated Statements of Comprehensive Income (Loss)
|
(Unaudited)
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended September 30,
|
|
Nine Months
Ended September 30,
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
NET INCOME (LOSS)
|
$
|
291
|
$
|
(121)
|
$
|
622
|
$
|
(418)
|
OTHER COMPREHENSIVE INCOME
(LOSS), net of tax
|
|
|
|
|
|
|
|
|
Currency
translation adjustment, net of tax:
|
|
|
|
|
|
|
|
|
Net
foreign currency translation adjustment (loss) gain
|
|
(110)
|
|
(1,662)
|
|
456
|
|
(3,161)
|
Other
comprehensive (loss) income, net of tax
|
|
(110)
|
|
(1,662)
|
|
456
|
|
(3,161)
|
COMPREHENSIVE INCOME (LOSS)
|
$
|
181
|
$
|
(1,783)
|
$
|
1,078
|
$
|
(3,579)
|
|
|
|
|
|
|
|
|
|
See accompanying
notes to the condensed consolidated financial statements.
|
|
|
|
|
TOR Minerals
International, Inc. and Subsidiaries
|
Condensed
Consolidated Balance Sheets
|
(Unaudited)
|
(In thousands,
except per share amounts)
|
|
|
|
|
|
|
|
September 30,
2016
|
|
December 31,
2015
|
ASSETS
|
|
|
|
|
CURRENT ASSETS:
|
|
|
|
|
Cash and cash equivalents
|
$
|
3,082
|
$
|
813
|
Trade accounts receivable, net
|
|
4,606
|
|
3,534
|
Inventories, net
|
|
13,153
|
|
13,988
|
Other current assets
|
|
906
|
|
878
|
Total current assets
|
|
21,747
|
|
19,213
|
PROPERTY, PLANT AND EQUIPMENT, net
|
|
16,837
|
|
17,472
|
DEFERRED TAX ASSET, foreign
|
|
8
|
|
19
|
OTHER ASSETS
|
|
4
|
|
4
|
Total Assets
|
$
|
38,596
|
$
|
36,708
|
|
|
|
|
|
LIABILITIES AND
SHAREHOLDERS' EQUITY
|
|
|
|
|
CURRENT LIABILITIES:
|
|
|
|
|
Accounts payable
|
$
|
2,404
|
$
|
2,432
|
Accrued expenses
|
|
1,461
|
|
1,007
|
Notes payable under lines of
credit
|
|
80
|
|
179
|
Export credit refinancing
facility
|
|
726
|
|
1,108
|
Current maturities of long-term
debt – financial institutions
|
|
1,288
|
|
1,485
|
Total current liabilities
|
|
5,959
|
|
6,211
|
LONG-TERM DEBT - FINANCIAL INSTITUTIONS
|
|
3,084
|
|
3,479
|
DEFERRED TAX LIABILITY, domestic
|
|
192
|
|
262
|
Total liabilities
|
|
9,235
|
|
9,952
|
COMMITMENTS AND CONTINGENCIES
|
|
|
|
|
SHAREHOLDERS' EQUITY:
|
|
|
|
|
Common stock $1.25 par value:
authorized, 6,000 shares; 3,542 shares issued and outstanding at September
30, 2016 and 3,014 at December 31, 2015
|
|
4,428
|
|
3,767
|
Additional paid-in capital
|
|
30,502
|
|
29,636
|
Accumulated deficit
|
|
(4,643)
|
|
(5,265)
|
Accumulated other comprehensive
loss
|
|
(926)
|
|
(1,382)
|
Total shareholders' equity
|
|
29,361
|
|
26,756
|
Total Liabilities and Shareholders' Equity
|
$
|
38,596
|
$
|
36,708
|
|
|
|
|
|
See accompanying
notes to the condensed consolidated financial statements.
|
TOR Minerals
International, Inc. and Subsidiaries
|
Condensed
Consolidated Statements of Cash Flows
|
(Unaudited)
|
(In thousands)
|
|
|
|
|
|
|
|
Nine Months
Ended September 30,
|
|
|
2016
|
|
2015
|
CASH FLOWS FROM OPERATING
ACTIVITIES:
|
|
|
|
|
Net
Income (Loss)
|
$
|
622
|
$
|
(418)
|
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
|
|
|
|
|
Depreciation
|
|
1,916
|
|
2,123
|
Loss
on disposal of assets
|
|
3
|
|
38
|
Stock-based
compensation
|
|
130
|
|
104
|
Deferred
income tax benefit
|
|
(61)
|
|
(178)
|
Provision
for (Recovery of) bad debts
|
|
(237)
|
|
23
|
Changes
in working capital:
|
|
|
|
|
Trade
accounts receivables
|
|
(751)
|
|
302
|
Inventories
|
|
1,105
|
|
3,568
|
Other
current assets
|
|
(5)
|
|
(414)
|
Accounts
payable and accrued expenses
|
|
341
|
|
(1,431)
|
Net cash provided by operating
activities
|
|
3,063
|
|
3,717
|
|
|
|
|
|
CASH FLOWS FROM INVESTING
ACTIVITIES:
|
|
|
|
|
Additions
to property, plant and equipment
|
|
(894)
|
|
(4,174)
|
Restricted
Cash
|
|
-
|
|
(1,561)
|
Net
cash used in investing activities
|
|
(894)
|
|
(5,735)
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
Proceeds
from lines of credit
|
|
85
|
|
2,663
|
Payments
on lines of credit
|
|
(191)
|
|
(2,567)
|
Proceeds
from export credit refinancing facility
|
|
1,853
|
|
3,420
|
Payments
on export credit refinancing facility
|
|
(2,280)
|
|
(4,619)
|
Proceeds
from long-term bank debt
|
|
-
|
|
3,740
|
Payments
on long-term bank debt
|
|
(765)
|
|
(735)
|
Proceeds
from the issuance of common stock through exercise of warrants
|
|
1,398
|
|
-
|
Net cash provided by financing
activities
|
|
100
|
|
1,902
|
Effect of foreign currency
exchange rate fluctuations on cash and cash equivalents
|
|
-
|
|
(453)
|
Net increase (decrease) in cash
and cash equivalents
|
|
2,269
|
|
(569)
|
Cash and cash equivalents at
beginning of period
|
|
813
|
|
2,657
|
Cash and cash equivalents at end
of period
|
$
|
3,082
|
$
|
2,088
|
|
|
|
|
|
Supplemental cash flow
disclosures:
|
|
|
|
|
Interest
paid
|
$
|
113
|
$
|
112
|
Income
taxes paid
|
$
|
73
|
$
|
349
|
|
|
|
|
|
See accompanying
notes to the condensed consolidated financial statements.
|
Note 1.
|
Accounting Policies
|
Basis of Presentation and Use of Estimates
The accompanying interim condensed consolidated financial
statements (the “financial statements”) have been prepared in accordance with
the rules and regulations of the Securities and Exchange Commission (the “SEC”).
The financial statements include the consolidated accounts of TOR Minerals
International, Inc. (“TOR”, “we”, “us”, “our” or the “Company”) and its
wholly-owned subsidiaries, TOR Processing and Trade, BV (“TPT”) and TOR
Minerals Malaysia, Sdn. Bhd. (“TMM”). All significant intercompany
transactions have been eliminated. All adjustments (consisting only of normal
recurring adjustments) necessary for a fair statement of the condensed consolidated
financial position, results of operations and cash flows for the interim
periods presented have been made. Certain information and footnote disclosures
normally included in consolidated financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to SEC rules and regulations. These financial statements should be
read in conjunction with the audited consolidated financial statements for the
year ended December 31, 2015, in our Annual Report on Form 10-K filed with the
SEC on March 7, 2016. Operating results for the nine month period ended September
30, 2016, are not necessarily indicative of the results for the year ending
December 31, 2016.
Income Taxes
The Company records income taxes using the liability
method. Under this method, deferred tax assets and liabilities are determined
based on differences between financial reporting and tax bases of assets and
liabilities and are measured using the enacted tax rates and laws that will be
in effect when the differences are expected to reverse.
Income taxes consisted of federal income tax expense of
approximately $23,000, state income tax expense of approximately $1,000 and
foreign tax expense of approximately $118,000 for the three month period ended September
30, 2016, as compared to a federal tax expense of approximately $237,000, state
tax expense of approximately $5,000 and foreign tax benefit of approximately $220,000
for the same three month period in 2015.
For the nine month period ended September 30, 2016, income
taxes consisted of federal income tax benefit of approximately $71,000, state
income tax expense of approximately $4,000 and foreign tax expense of
approximately $232,000, as compared to a federal tax benefit of approximately $31,000,
state tax expense of approximately $5,000 and foreign tax benefit of
approximately $106,000 for the same nine month period in 2015.
When accounting for uncertainties
in income taxes, we evaluate all tax years still subject to potential audit
under the applicable state, federal and foreign income tax laws. We are
subject to taxation in the United States, Malaysia and The Netherlands. Our
federal income tax returns in the United States are subject to examination for
the tax years ended December 31, 2013 through December 31, 2015. Our state tax
return, which is filed in Texas, is subject to examination for the tax years
ended December 31, 2011 through December 31, 2015. Our tax returns in various
non-U.S. jurisdictions are subject to examination for various tax years dating
back to December 31, 2011.
As of January 1, 2016, we did not
have any unrecognized tax benefits and there was no change during the nine
month period ended September 30, 2016. In addition, we did not recognize any
interest and penalties in our financial statements during the three and nine month
periods ended September 30, 2016. If any interest or penalties related to any
income tax liabilities are imposed in future reporting periods, we expect to
record both of these items as components of income tax expense.
TOR Minerals International, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
Note 2.
|
Debt and Notes Payable
|
Long-term Debt – Financial Institutions
Following is a summary
of our long-term debt to financial institutions as of September 30, 2016 and
December 31, 2015, in thousands:
|
|
|
|
|
|
|
September 30,
2016
|
|
December 31,
2015
|
Fixed rate Euro term note payable to a Netherlands bank,
with an interest rate of 3.85% at September 30, 2016, due July 1, 2029,
secured by TPT's land and buildings. (Balance in Euro at September 30, 2016,
€202)
|
$
|
227
|
$
|
235
|
Fixed rate Euro term note payable to a Netherlands bank,
with an interest rate of 3.3% at September 30, 2016, due January 31, 2030, secured
by TPT's land and buildings. (Balance in Euro at September 30, 2016, €229)
|
|
257
|
|
264
|
Fixed rate Euro term note payable to a Netherlands bank,
with an interest rate of 3.0% per annum, due December 31, 2025, is secured by
TPT's land and buildings. (Balance in Euro at September 30, 2016, €925)
|
|
1,039
|
|
1,087
|
Variable rate Euro term note payable to a Netherlands
bank, with a EURIBOR interest rate plus bank margin of 2.3% per annum, due
December 31, 2020, is secured by substantially all of TPT's assets. (Balance
in Euro at September 30, 2016, €1,997)
|
|
2,244
|
|
2,554
|
Malaysian Ringgit term note payable to a Malaysian bank,
with an interest rate 2% above the bank base lending rate, which was 5.2% at
September 30, 2016, due October 25, 2018, secured by TMM's property, plant
and equipment. (Balance in Ringgit at September 30, 2016, RM 2,500)
|
|
605
|
|
756
|
Malaysian Ringgit term note payable to a Malaysian bank,
with an interest rate 2% above the bank base lending rate, secured by TMM's
property, plant and equipment. Paid in full at maturity, March 31, 2016.
|
|
-
|
|
68
|
Total
|
|
4,372
|
|
4,964
|
Less current maturities
|
|
1,288
|
|
1,485
|
Total long-term debt - financial institutions
|
$
|
3,084
|
$
|
3,479
|
|
|
|
|
|
TOR Minerals International, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
Short-term Debt
U.S. Operations
On December 31, 2010, the Company
entered into a credit agreement with American Bank, N.A. (the “Lender”) which
established a $1,000,000 line of credit (the “Line”), and on March 1, 2012, the
Line was increased from $1,000,000 to $2,000,000. On May 15, 2013, the Company
and the Lender entered into the Second Amendment to the credit agreement which
reduced the minimum interest rate floor from 5.5% to 4.5%. On May 15, 2015,
the Company and the Lender entered into the Fifth Amendment to the credit agreement
which extended the Line from October 15, 2015 to October 15, 2016.
On June 23, 2016, the Company and the
Lender amended and restated the credit agreement (the “Agreement”). Under the
terms of the Agreement, the Lender extended the maturity date on the Line from
October 15, 2016 to October 15, 2017. In addition, the Company requested that
the Lender reduce the Line from $2,000,000 to $1,000,000. Under the terms of
the Agreement, the Company is required to maintain positive net earnings before
taxes, interest, depreciation, amortization and all other non-cash charges on a
rolling four-quarter basis. The Company was in compliance with all covenants
at September 30, 2016.
Under the terms of the Agreement, the
amount the Company is entitled to borrow under the Line is subject to a
borrowing base, which is based on the loan value of the collateral pledged to
the Lender to secure the indebtedness owing to the Lender by the Company. Amounts
advanced under the Line bear interest at a variable rate equal to one percent
per annum point above the Wall Street Journal Prime Rate as such prime rate
changes from time to time, with a minimum floor rate of 4.5%. At September 30,
2016, no funds were outstanding on the Line.
European Operations
On July 13, 2015, TPT amended the short-term banking
facility (the “Amended Agreement”) with Rabobank. Under the terms of the
Amended Agreement, the TPT line of credit was reduced from €1,100,000 to €500,000
($1,236,000 to $562,000 at September 30, 2016) and interest was changed from a
variable interest rate of bank prime plus 2.8% to the average 1-month EURIBOR
plus the bank margin of 3.3%, which was 2.9% at September 30, 2016. No funds
were outstanding on the TPT line of credit at September 30, 2016.
Asian Operations
On August 24, 2015, TMM amended its short-term banking
facility with HSBC to extend the maturity date from June 30, 2015 to June 30,
2016. TMM is currently negotiating with HSBC to extend the maturity date to June
30, 2017. The HSBC facility includes the following in RM: (1) overdraft line
of credit of RM 500,000 ($121,000 at September 30, 2016); (2) an import/export
line (“ECR”) of RM 10,460,000 ($2,533,000 at September 30, 2016); and (3) a
foreign exchange contract limit of RM 5,000,000 ($1,211,000 at September 30,
2016). At September 30, 2016, the outstanding balance on the ECR was RM 3,000,000
($726,000 at September 30, 2016) at a current interest rate of 5.0%; and the
outstanding balance on the overdraft line of credit was RM 330,000 ($80,000 at
September 30, 2016) at a current interest rate of 7.85%.
On August 15, 2014, TMM amended its short term banking
facility with RHB Bank Berhad (“RHB”) to extend the maturity date from March
24, 2014 to April 1, 2015. TMM is currently negotiating with RHB to extend the
maturity date to April 21, 2017. The RHB facility includes the following: (1)
an overdraft line of credit up to RM 1,000,000 ($242,000 at September 30, 2016);
(2) an ECR of RM 7,300,000 ($1,768,000 at September 30, 2016); (3) a bank
guarantee of RM 1,200,000 ($291,000 at September 30, 2016); and (4) a foreign
exchange contract limit of RM 25,000,000 ($6,054,000 at September 30, 2016).
At September 30, 2016, no funds were outstanding on the RHB facility.
The banking facilities with both HSBC and RHB bear an
interest rate on the respective overdraft facilities at 1.25% over bank prime,
and the respective ECR facilities bear interest at 1.0% above the funding rate
stipulated by the Export-Import Bank of Malaysia Berhad. The ECR facilities,
which are a government supported financing arrangement specifically for
exporters, are used by TMM for short-term financing of up to 180 days against
customers’ and inter-company shipments.
The borrowings under both the HSBC and the RHB short-term
credit facilities are subject to certain subjective acceleration covenants
based on the judgment of the banks and a demand provision that provides that
the banks may demand repayment at any time. A demand provision is customary in
Malaysia for such facilities. The loan agreements are secured by TMM’s
property, plant and equipment. However, if demand is made by HSBC or RHB, we
may be unable to refinance the demanded indebtedness, in which case, the
lenders could foreclose on the assets of TMM. While repatriation is allowed in
the form of dividends, the credit facilities prohibit TMM from paying
dividends, and the HSBC facility further prohibits loans to related parties
without the prior consent of HSBC.
TOR Minerals International, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
Note 3.
|
Fair Value Measurements
|
The following table summarizes the valuation of our
financial instruments recorded on a fair value basis as of September 30, 2016
and December 31, 2015. The Company did not hold any non-financial assets
and/or non-financial liabilities subject to fair value measurements at September
30, 2016 or at December 31, 2015. The fair value of our financial instruments
as of September 30, 2016, was zero.
|
|
Fair Value
Measurements
|
(In Thousands)
|
|
Total
|
|
Quoted Prices
in Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
Current Liability
|
|
|
|
|
|
|
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
Currency forward contracts
|
$
|
6
|
$
|
-
|
$
|
6
|
$
|
-
|
Our foreign currency derivative financial instruments mitigate foreign currency
exchange risks and include forward contracts. The forward contracts are
marked-to-market at each balance sheet date with any resulting gain or loss
recognized in income as part of the gain or loss on foreign currency exchange
rates included under “Other Expense” on the Company’s consolidated statement of
operations. The fair value of the currency forward contracts is determined
using Level 2 inputs based on the currency rate in effect at the end of the
reporting period.
The fair value of the Company’s debt is based on estimates
using standard pricing models and Level 2 inputs, including the Company’s
estimated borrowing rate, that take into account the present value of future
cash flows as of the consolidated balance sheet date. The computation of the
fair value of these instruments is performed by the Company. The carrying
amounts and estimated fair values of the Company’s long-term debt, including
current maturities, are summarized below:
|
|
September 30,
2016
|
|
December 31,
2015
|
(In Thousands)
|
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
Long-term debt, including
current portion
|
$
|
4,372
|
$
|
3,937
|
$
|
4,964
|
$
|
4,438
|
|
|
|
|
|
|
|
|
|
The carrying amounts reported in the consolidated balance sheets for cash and
cash equivalents, trade receivables, payables and accrued liabilities, accrued
income taxes and short-term borrowings approximate fair values due to the short-term
nature of these instruments; accordingly, these items have been excluded from
the above table.
TOR Minerals International, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
Following is a summary of
inventory at September 30, 2016 and December 31, 2015, in thousands:
|
|
|
|
|
|
September 30,
|
|
December 31,
|
|
|
|
|
|
|
2016
|
|
2015
|
Raw materials
|
|
|
|
|
$
|
7,139
|
$
|
6,310
|
Work in progress
|
|
|
|
|
|
1,843
|
|
4,168
|
Finished goods
|
|
|
|
|
|
3,825
|
|
3,552
|
Supplies
|
|
|
|
|
|
775
|
|
784
|
Total Inventories
|
|
|
|
|
|
13,582
|
|
14,814
|
Inventory reserve
|
|
|
|
|
|
(429)
|
|
(826)
|
Net Inventories
|
|
|
|
|
$
|
13,153
|
$
|
13,988
|
|
|
|
|
|
|
|
|
|
Note 5.
|
Calculation of Basic and Diluted Earnings per Share
|
The following table sets forth the computation of basic and
diluted earnings per share:
(in thousands, except per share amounts)
|
|
Three Months
Ended September 30,
|
|
Nine Months
Ended September 30,
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
Numerator:
|
|
|
|
|
|
|
|
|
Net Income (Loss) - basic and
diluted
|
$
|
291
|
$
|
(121)
|
$
|
622
|
$
|
(418)
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
Denominator for basic earnings
(loss) per share -
weighted-average shares
|
|
3,542
|
|
3,014
|
|
3,319
|
|
3,014
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
Employee stock options
|
|
8
|
|
-
|
|
3
|
|
-
|
Warrants
|
|
-
|
|
-
|
|
76
|
|
-
|
Dilutive potential common shares
|
|
8
|
|
-
|
|
79
|
|
-
|
Denominator for diluted earnings (loss) per share -
weighted-average shares and assumed conversions
|
|
3,550
|
|
3,014
|
|
3,398
|
|
3,014
|
Basic earnings (loss) per common share
|
$
|
0.08
|
$
|
(0.04)
|
$
|
0.19
|
$
|
(0.14)
|
Diluted earnings (loss) per common share
|
$
|
0.08
|
$
|
(0.04)
|
$
|
0.18
|
$
|
(0.14)
|
|
|
|
|
|
|
|
|
|
For the three and nine month periods ended September 30,
2016, approximately 130,000 employee stock options were excluded from the
calculation of diluted earnings per share as the exercise price was greater
than the market price of the common shares and, therefore, the effect would be
anti-dilutive.
For the three and nine month periods ended September 30, 2015,
approximately 146,000 employee stock options were excluded from the calculation
of diluted earnings per share as the effect would be anti-dilutive.
TOR Minerals International, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
Note 6.
|
Segment Information
|
The Company and its subsidiaries operate in the business of
pigment manufacturing and related products in three geographic segments –
United States, European and Asian. Our chief operating decision maker, or
CODM, regularly reviews financial information about our segments in order to
allocate resources and evaluate performance.
Product sales of inventory between the U.S., European and Asian
operations are based on inter-company pricing, which includes an inter-company
profit margin. The segment income (loss), included in the table below, from each
location is reflective of these inter-company prices, as is inventory at the
Corpus Christi location prior to elimination adjustments. Such presentation is
consistent with the internal reporting reviewed by the Company’s chief
operating decision maker. The elimination entries include an adjustment to the
cost of sales resulting from the adjustment to ending inventory to eliminate
inter-company profit, and the reversal of a similar adjustment from a prior
period. To the extent there are net increases/declines period over period in
Corpus Christi inventories that include an inter-company component, the net
effect of these adjustments can decrease/increase location profit.
Sales from the subsidiary to the parent company are
based upon profit margins which represent competitive pricing of similar
products. Intercompany sales consist primarily of ALUPREM®, Synthetic Rutile, HITOX®
and TIOPREM®.
A summary of the Company’s manufacturing operations by
geographic segment is presented below:
(In Thousands)
|
|
United States
(Corpus Christi)
|
|
Europe
(TPT)
|
|
Asia
(TMM)
|
|
Inter-Company
Eliminations
|
|
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
For the three months
ended:
|
|
|
|
|
|
|
|
|
September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
Net Sales:
|
|
|
|
|
|
|
|
|
|
|
Customer
sales
|
$
|
7,227
|
$
|
2,249
|
$
|
560
|
$
|
-
|
$
|
10,036
|
Intercompany
sales
|
|
34
|
|
2,051
|
|
1,353
|
|
(3,438)
|
|
-
|
Total Net Sales
|
$
|
7,261
|
$
|
4,300
|
$
|
1,913
|
$
|
(3,438)
|
$
|
10,036
|
|
|
|
|
|
|
|
|
|
|
|
Segment income (loss)
|
$
|
9
|
$
|
325
|
$
|
(22)
|
$
|
(21)
|
$
|
291
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
Net Sales:
|
|
|
|
|
|
|
|
|
|
|
Customer
sales
|
$
|
6,308
|
$
|
2,059
|
$
|
621
|
$
|
-
|
$
|
8,988
|
Intercompany
sales
|
|
33
|
|
1,418
|
|
789
|
|
(2,240)
|
|
-
|
Total Net Sales
|
$
|
6,341
|
$
|
3,477
|
$
|
1,410
|
$
|
(2,240)
|
$
|
8,988
|
|
|
|
|
|
|
|
|
|
|
|
Segment income (loss)
|
$
|
(229)
|
$
|
138
|
$
|
(210)
|
$
|
180
|
$
|
(121)
|
|
|
|
|
|
|
|
|
|
|
|
TOR Minerals International, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
Note 6.
|
Segment Information (continued)
|
(In Thousands)
|
|
United States
(Corpus Christi)
|
|
Europe
(TPT)
|
|
Asia
(TMM)
|
|
Inter-Company
Eliminations
|
|
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months
ended:
|
|
|
|
|
|
|
|
|
|
September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
Net Sales:
|
|
|
|
|
|
|
|
|
|
|
Customer
sales
|
$
|
20,596
|
$
|
6,954
|
$
|
1,908
|
$
|
-
|
$
|
29,458
|
Intercompany
sales
|
|
87
|
|
5,336
|
|
3,672
|
|
(9,095)
|
|
-
|
Total Net Sales
|
$
|
20,683
|
$
|
12,290
|
$
|
5,580
|
$
|
(9,095)
|
$
|
29,458
|
|
|
|
|
|
|
|
|
|
|
|
Segment income (loss)
|
$
|
(269)
|
$
|
892
|
$
|
24
|
$
|
(25)
|
$
|
622
|
As of September 30, 2016
|
|
|
|
|
|
|
|
|
|
Segments assets
|
$
|
17,819
|
$
|
14,478
|
$
|
6,299
|
$
|
-
|
$
|
38,596
|
For the nine months
ended:
|
|
|
|
|
|
|
|
|
|
September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
Net Sales:
|
|
|
|
|
|
|
|
|
|
|
Customer
sales
|
$
|
20,485
|
$
|
6,418
|
$
|
2,163
|
$
|
-
|
$
|
29,066
|
Intercompany
sales
|
|
37
|
|
3,456
|
|
4,343
|
|
(7,836)
|
|
-
|
Total Net Sales
|
$
|
20,522
|
$
|
9,874
|
$
|
6,506
|
$
|
(7,836)
|
$
|
29,066
|
|
|
|
|
|
|
|
|
|
|
|
Segment income (loss)
|
$
|
(327)
|
$
|
152
|
$
|
(356)
|
$
|
113
|
$
|
(418)
|
As of September 30, 2015
|
|
|
|
|
|
|
|
|
|
Segment assets
|
$
|
17,026
|
$
|
13,769
|
$
|
12,676
|
$
|
-
|
$
|
43,471
|
|
|
|
|
|
|
|
|
|
|
|
Note 7.
|
Stock Options and Equity Compensation Plan
|
For the three and nine month periods ended September 30,
2016, the Company recorded stock-based employee compensation expense of $45,000
and $130,000, respectively, as compared to $29,000 and $104,000 for the same
three and nine month periods of 2015, respectively. This compensation expense
is included in “selling, general and administrative expenses” in the
accompanying consolidated statements of operations.
The Company granted 49,000 and 6,000 stock options during
the nine month periods ended September 30, 2016 and 2015, respectively.
As of September 30, 2016, there was approximately $180,000
of compensation expense related to non-vested awards. This expense is expected
to be recognized over a weighted average period of approximately one year.
TOR Minerals International, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
Note 8.
|
Derivatives and Other Financial Instruments
|
The Company has exposure to
certain risks relating to its ongoing business operations, including financial,
market, political and economic risks. The following discussion provides
information regarding our exposure to the risks of changing foreign currency
exchange rates. The Company has not entered into these contracts for trading
or speculative purposes in the past, nor do we currently anticipate entering
into such contracts for trading or speculative purposes in the future. The
foreign exchange contracts are used to mitigate uncertainty and volatility and
to cover underlying exposures.
Foreign Currency Forward Contracts
We manage the risk of changes in
foreign currency exchange rates, primarily at our Malaysian operation, through
the use of foreign currency contracts. Foreign currency exchange contracts are
used to protect the Company from the risk that the eventual cash flows
resulting from transactions in foreign currencies, including sales and
purchases transacted in a currency other than the functional currency, will be
adversely affected by changes in exchange rates. We report the fair value of
the derivatives on our consolidated balance sheets and changes in the fair
value are recognized in earnings in the period of the change.
At September 30, 2016, we marked
these contracts to market resulting in a zero balance to be included on the
consolidated balance sheets as the outstanding contracts were perfectly hedged.
The following table summarizes
the gross fair market value of all derivative instruments, which are not
designated as hedging instruments, and their location in our consolidated
balance sheets at September 30, 2016 and December 31, 2015, in thousands:
Liability
Derivatives
|
Derivative
Instrument
|
|
Location
|
|
September 30,
2016
|
|
December 31,
2015
|
Foreign Currency
Exchange Contracts
|
|
Accrued Expenses
|
$
|
-
|
$
|
6
|
|
|
|
|
|
|
|
For the three and nine month periods ended September 30, 2016, we recognized a
gain on these contracts of $4,000 and $6,000, respectively, as compared to a
net loss of $51,000 and $72,000 for the three and nine month periods ended September
30, 2015, respectively. The gain (loss) on our foreign currency contracts is
located under “Gain (loss) on foreign currency exchange rate” on our condensed
consolidated statements of operations.
The following table summarizes,
in thousands, the impact of the Company’s derivatives on the consolidated
financial statements of operations for the three and nine month periods ended September
30, 2016 and 2015:
|
|
|
|
Amount of Gain (Loss)
Recognized in Operations
|
Derivative
|
|
Location of Gain
(Loss) on Derivative
|
|
Three Months
Ended
September 30,
|
|
Nine Months
Ended
September 30,
|
Instrument
|
|
Instrument
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
Foreign Currency
Exchange Contracts
|
|
Gain (loss) on foreign
currency exchange rate
|
$
|
4
|
$
|
(51)
|
$
|
6
|
$
|
(72)
|
|
|
|
|
|
|
|
|
|
|
|
Item 2.
|
Management's Discussion and Analysis of Financial
Condition and Results of Operations
|
Company Overview
We are a global producer of high performance, specialty
mineral products focused on product innovation and technical support. Our
specialty mineral products, which include flame retardant and smoke suppressant
fillers, engineered fillers, and TiO
2
-color hybrid pigments, are
designed for use in plastics, coating and paint applications, as well as a wide
range of other industrial applications. With operations in the United States,
Europe and Asia, our mission is to bring high value products and superior
levels of service to our customers to help ensure their success.
Our U.S. operation, located in Corpus Christi, Texas, is
also the global headquarters for the Company. The U.S. operation manufactures HITOX,
BARTEX, HALTEX/OPTILOAD and TIOPREM. TPT, our European operation, located in
Hattem, The Netherlands, manufactures ALUPREM alumina based products and BARYPREM
and our Asian operation, located in Ipoh, Malaysia, manufactures HITOX and
TIOPREM.
Operating expenses in the foreign locations are primarily in
local currencies. Accordingly, we have exposure to fluctuation in foreign
currency exchange rates. These fluctuations impact the translation of sales,
earnings, assets and liabilities from local currencies to the U.S. Dollar.
Our business is closely correlated with the construction
industry and its demand for materials that use pigments, such as paints and
plastics. This has generally led to higher sales in our second and third
quarters due to increases in construction and maintenance during warmer
weather. Also, pigment consumption is closely correlated with general economic
conditions. When the economy is in an expansionary state, there is typically
an increase in pigment consumption, while a slowdown in the economy typically
results in decreased pigment consumption. When the construction industry or
the economy is in a period of decline, TOR's sales and profits are likely to be
adversely affected.
We manage our business in three geographical segments
– United States, European and Asia (See Note 6 to our condensed consolidated
financial statements). Product sales of inventory between the U.S., European
and Asian operations are based on inter-company pricing, which includes an
inter-company profit margin. Our chief operating decision maker, or CODM,
regularly reviews financial information about our segments in order to allocate
resources and evaluate performance. Our CODM assesses segment performance
based on Segment sales and Segment Adjusted EBITDA, which we define as net
income (loss) before depreciation and amortization, interest expense, bad debt
expense, foreign currency gains and losses, income taxes, and other items which
management does not believe reflect the underlying performance of the segment.
TOR Minerals International, Inc. and Subsidiaries
Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Below are our results for the three
and nine months ended September 30, 2016 and 2015.
|
|
(Unaudited)
|
(In thousands, except per share amounts)
|
|
Three Months
Ended September 30,
|
|
Nine Months
Ended September 30,
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
NET SALES
|
$
|
10,036
|
$
|
8,988
|
$
|
29,458
|
$
|
29,066
|
Cost
of sales
|
|
8,452
|
|
7,877
|
|
25,379
|
|
26,108
|
GROSS MARGIN
|
|
1,584
|
|
1,111
|
|
4,079
|
|
2,958
|
Technical
services, research and development
|
|
56
|
|
44
|
|
146
|
|
143
|
Selling,
general and administrative expenses
|
|
1,068
|
|
943
|
|
2,972
|
|
3,034
|
Gain
on disposal of assets
|
|
4
|
|
38
|
|
3
|
|
38
|
OPERATING INCOME (LOSS)
|
|
456
|
|
86
|
|
958
|
|
(257)
|
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
|
Interest
expense, net
|
|
(43)
|
|
(37)
|
|
(140)
|
|
(177)
|
Gain
(loss) on foreign currency exchange rate
|
|
20
|
|
(157)
|
|
(59)
|
|
(134)
|
Other,
net
|
|
-
|
|
9
|
|
28
|
|
18
|
INCOME (LOSS) BEFORE INCOME
TAX
|
|
433
|
|
(99)
|
|
787
|
|
(550)
|
Income
tax expense (benefit)
|
|
142
|
|
22
|
|
165
|
|
(132)
|
NET INCOME (LOSS)
|
$
|
291
|
$
|
(121)
|
$
|
622
|
$
|
(418)
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per common
share:
|
|
|
|
|
|
|
|
|
Basic
|
$
|
0.08
|
$
|
(0.04)
|
$
|
0.19
|
$
|
(0.14)
|
Diluted
|
$
|
0.08
|
$
|
(0.04)
|
$
|
0.18
|
$
|
(0.14)
|
TOR Minerals International, Inc. and Subsidiaries
Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
The Company and its subsidiaries
operate in three geographic segments. Product sales between the U.S., Asian
and European operations are based on inter-company pricing which includes an
inter-company profit margin. The inter-company sales are excluded from our
consolidated sales and from the sales of each of our three geographic segments.
Net Sales
: Consolidated net sales increased approximately
12% and 1% for the three and nine month periods ended September 30, 2016,
respectively, as compared to the same three and nine month periods of 2015.
The increase was primarily due to a decrease in selling price and the impact of
the change in foreign currency exchange rates as both the Euro and the Malaysian
Ringgit weakened against the U.S. Dollar.
Below is a summary of our consolidated products sales for
the three and nine month periods ended September 30, 2016 and 2015 (in
thousands).
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
|
Nine Months Ended September 30,
|
Product
|
|
2016
|
|
2015
|
|
Variance
|
|
|
2016
|
|
2015
|
|
Variance
|
ALUPREM
|
$
|
4,529
|
45%
|
$
|
3,457
|
39%
|
$
|
1,072
|
31%
|
|
$
|
12,345
|
42%
|
$
|
10,237
|
35%
|
$
|
2,108
|
21%
|
HITOX
|
|
1,860
|
19%
|
|
2,357
|
26%
|
|
(497)
|
-21%
|
|
|
6,384
|
22%
|
|
8,475
|
29%
|
|
(2,091)
|
-25%
|
BARTEX/
BARYPREM
|
|
2,174
|
22%
|
|
2,018
|
23%
|
|
156
|
8%
|
|
|
6,466
|
22%
|
|
6,557
|
23%
|
|
(91)
|
-1%
|
HALTEX/
OPTILOAD
|
|
1,276
|
13%
|
|
848
|
9%
|
|
428
|
50%
|
|
|
3,367
|
11%
|
|
2,714
|
9%
|
|
653
|
24%
|
TIOPREM
|
|
135
|
1%
|
|
116
|
1%
|
|
19
|
16%
|
|
|
603
|
2%
|
|
553
|
2%
|
|
50
|
9%
|
SYNTHETIC
RUTILE
|
|
-
|
0%
|
|
-
|
0%
|
|
-
|
0%
|
|
|
-
|
0%
|
|
14
|
<1%
|
|
(14)
|
-100%
|
OTHER
|
|
62
|
<1%
|
|
192
|
2%
|
|
(130)
|
-68%
|
|
|
293
|
1%
|
|
516
|
2%
|
|
(223)
|
-43%
|
Total
|
$
|
10,036
|
100%
|
$
|
8,988
|
100%
|
$
|
1,048
|
12%
|
|
$
|
29,458
|
100%
|
$
|
29,066
|
100%
|
$
|
392
|
1%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ALUPREM
sales increased 31% for the three month
period ended September 30, 2016, primarily related to an increase in volume of 35%,
which was partially offset by a decrease in selling price of 4%.
For the nine month period ended September 30, 2016, ALUPREM
sales increased 21%, primarily due to an increase in volume of 24%, which was
partially offset by a decrease in selling price 3%.
ALUPREM volume increased as a result of an increase in our
customer base as well as an increase in orders from existing customers in both
the U.S. and European markets, while the decrease in selling price relates to a
U.S. customer. The selling price for this customer will continue to be below
last year’s selling price for the balance of 2016. The order pattern of our
largest ALUPREM customers can vary significantly from quarter to quarter and
does not necessarily follow a normal seasonal pattern.
HITOX
sales decreased 21% for the three month period
ended September 30, 2016, primarily due to a reduction in volume of 11% and a 10%
reduction in selling price.
For the nine month period ended September 30, 2016, HITOX
sales decreased 25%, primarily due to a reduction in volume of 15%, a reduction
of 8% in selling price and the impact of the change in the foreign currency
exchange rates of 2% as the Malaysian Ringgit weakened against the U.S.
Dollar.
The decrease in sales volume and selling price of HITOX are
primarily due to the continued weakness in the global TiO
2
market,
as well as aggressive pricing pressure from producers of white TiO
2
in China. We expect this pressure to continue to affect both volume and
pricing of our global TiO
2
product sales for the balance of the year,
and we expect conditions in the TiO
2
market to remain difficult for
the next several years.
TOR Minerals International, Inc. and Subsidiaries
Management’s Discussion and Analysis of Financial Condition and Results of
Operations
BARTEX®/BARYPREM®
sales increased
8% for the three month period ended September 30, 2016, primarily due to
increases in volume and product mix of 6% and 2%, respectively, primarily related
to orders from both new and existing customers.
For the nine month period ended September 30, 2016, BARTEX/BARYPREM
sales decreased 1%, primarily due to a decrease in volume of 2%, which was
partially offset by a shift in product mix of 1%. The decrease in volume was
primarily related to a reduction in orders from one of our large U.S. BARTEX
customers, which was partially offset by an increase in volume at our European
operation.
HALTEX®/OPTILOAD®
sales increased 50% and 24% for the
three and nine month periods ended September 30, 2016, respectively, primarily due
to an increase in volume of 61% and 27%, respectively, which was offset by a
shift in product mix of 11% and 3%, respectively. The increase in volume was
primarily due to an increase in our customer base, as well as an increase in
requirements for existing customers.
TIOPREM
sales increased 16% for the three month
period ended September 30, 2016, primarily due to an increase in volume of 52%,
which was partially offset by a shift in product mix of 36%. The increase in
volume was primarily related to the timing of existing customers’ inventory
requirements.
For the nine month period ended September 30, 2016, TIOPREM
sales increased 9%, primarily due to an increase in volume of 31%, which was
partially offset by a reduction in selling price 21% and the impact of the
change in foreign currency of 1% as the Malaysian Ringgit weakened against the
U.S. Dollar.
Synthetic Rutile (“SR”) –
For the three and nine
month periods ended September 30, 2016, there were no sales of SR to third parties.
For the three and nine month periods ended September 30, 2015, our collective SR
sales revenue from third-party customers was approximately $14,000. While
producers of white TiO
2
in China have contributed to the overall
weakness in the global TiO
2
market, we typically only produce SR for
our own internal consumption. Separately, in 2015, we made a strategic
decision to take our SR production capacity out of service. We are currently
supplementing our existing SR inventory with product produced by alternate
sources. By making this strategic move, we expect cost savings as well as a
reduction in our SR inventory levels over the next 12 months.
Other Product
sales decreased 68% and 43% for the
three and nine month periods ended September 30, 2016, respectively, primarily due
to a decrease in volume and selling price in the U.S. and Asia.
TOR Minerals International, Inc. and Subsidiaries
Management’s Discussion and Analysis of Financial Condition and Results of
Operations
U.S. Operations
Below is a summary of net sales for our U.S. operation for
the three and nine month periods ended September 30, 2016 and 2015 (in
thousands). All inter-company sales have been eliminated.
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
|
Nine Months Ended September 30,
|
Product
|
|
2016
|
|
2015
|
|
Variance
|
|
|
2016
|
|
2015
|
|
Variance
|
ALUPREM
|
$
|
2,809
|
39%
|
$
|
1,827
|
29%
|
$
|
982
|
54%
|
|
$
|
6,890
|
34%
|
$
|
5,202
|
26%
|
$
|
1,688
|
32%
|
HITOX
|
|
1,124
|
15%
|
|
1,563
|
25%
|
|
(439)
|
-28%
|
|
|
3,959
|
19%
|
|
5,883
|
29%
|
|
(1,924)
|
-33%
|
BARTEX
|
|
1,848
|
26%
|
|
1,778
|
28%
|
|
70
|
4%
|
|
|
5,547
|
27%
|
|
5,736
|
28%
|
|
(189)
|
-3%
|
HALTEX/
OPTILOAD
|
|
1,276
|
18%
|
|
848
|
13%
|
|
428
|
50%
|
|
|
3,367
|
16%
|
|
2,714
|
13%
|
|
653
|
24%
|
TIOPREM
|
|
108
|
1%
|
|
100
|
2%
|
|
8
|
8%
|
|
|
540
|
3%
|
|
467
|
2%
|
|
73
|
16%
|
OTHER
|
|
62
|
1%
|
|
192
|
3%
|
|
(130)
|
-68%
|
|
|
293
|
1%
|
|
483
|
2%
|
|
(190)
|
-39%
|
Total
|
$
|
7,227
|
100%
|
$
|
6,308
|
100%
|
$
|
919
|
15%
|
|
$
|
20,596
|
100%
|
$
|
20,485
|
100%
|
$
|
111
|
1%
|
ALUPREM
sales increased 54% for the three month
period ended September 30, 2016, primarily related to an increase in volume of 61%,
which was partially offset by a decrease in selling price of 7%.
For the nine month period ended September 30, 2016, ALUPREM
sales increased 32%, primarily due to an increase in volume of 44%, which was
partially offset by a decrease in selling price of 12%.
The change in volume and selling price primarily relate to a
significant U.S. customer. While the order pattern of this customer can vary significantly
from quarter to quarter, the selling price will continue to be below last
year’s price for the balance of 2016.
HITOX
sales decreased 28% for the three month period
ended September 30, 2016, primarily due to reductions in volume and selling price
of 19% and 9%, respectively.
For the nine month period ended September 30, 2016, HITOX
sales decreased 33%, primarily due to reductions in volume and selling price of
25% and 8%, respectively.
The decrease in sales volume and selling price of HITOX are
primarily due to the continued weakness in the global TiO
2
market,
as well as aggressive pricing pressure from producers of white TiO
2
in China. We expect this pressure to continue to affect both volume and
pricing of our global TiO
2
product sales for the balance of the
year, and we expect conditions in the TiO
2
market to remain
difficult for the next several years.
BARTEX
sales increased 4% for the three month period
ended September 30, 2016, primarily due to increases in volume and product mix
of 2% and 2%, respectively.
For the nine month period ended September 30, 2016, BARTEX
sales decreased 3%, primarily due to a decrease in volume of 4%, which was
partially offset by a shift in product mix of 1%. The decrease in volume was
primarily related to a reduction in orders from one of our large U.S. BARTEX
customers, which was partially offset by an increase in volume at our European
operation.
HALTEX/OPTILOAD
sales increased 50% and 24% for the
three and nine month periods ended September 30, 2016, respectively, primarily due
to an increase in volume of 61% and 27%, respectively, which was offset by a
shift in product mix of 11% and 3%, respectively. The increase in volume was
primarily due to an increase in our customer base, as well as an increase in
requirements for existing customers.
TIOPREM
sales for the three and nine month periods
ended September 30, 2016 increased 8% and 16%, respectively, primarily due to an
increase in volume of 50% and 40%, respectively, which was offset by a shift in
product mix of 42% and 24%, respectively.
Other Product
sales for the three and nine month
periods ended September 30, 2016 decreased 68% and 39%, respectively, due to a decrease
in volume of 63% and 35%, respectively, and a decrease in selling price of 5%
and 4%, respectively.
TOR Minerals International, Inc. and Subsidiaries
Management’s Discussion and Analysis of Financial Condition and Results of
Operations
European Operations
TPT manufactures and sells ALUPREM to third-party customers,
as well as to our U.S. operations for distribution to our North American
customers. TPT purchases HITOX from our Asian operation and TIOPREM from our
U.S. operation for distribution in Europe. The following table represents
TPT’s sales (in thousands) for the three and nine month periods ended September
30, 2016 and 2015 to third-party customers. All inter-company sales have been
eliminated.
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
|
Nine Months Ended September 30,
|
Product
|
|
2016
|
|
2015
|
|
Variance
|
|
|
2016
|
|
2015
|
|
Variance
|
ALUPREM
|
$
|
1,720
|
76%
|
$
|
1,630
|
79%
|
$
|
90
|
6%
|
|
$
|
5,455
|
79%
|
$
|
5,035
|
78%
|
$
|
420
|
8%
|
BARYPREM
|
|
326
|
15%
|
|
240
|
12%
|
|
86
|
36%
|
|
|
919
|
13%
|
|
821
|
13%
|
|
98
|
12%
|
HITOX
|
|
203
|
9%
|
|
173
|
8%
|
|
30
|
17%
|
|
|
561
|
8%
|
|
533
|
8%
|
|
28
|
5%
|
TIOPREM
|
|
-
|
0%
|
|
16
|
1%
|
|
(16)
|
-100%
|
|
|
19
|
< 1%
|
|
29
|
1%
|
|
(10)
|
-34%
|
Total
|
$
|
2,249
|
100%
|
$
|
2,059
|
100%
|
$
|
190
|
9%
|
|
$
|
6,954
|
100%
|
$
|
6,418
|
100%
|
$
|
536
|
8%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ALUPREM
sales in Europe increased 6% for the three
month period ended September 30, 2016, primarily due to an increase in sales
volume of 7%, which was partially offset by a change in product mix of 1%.
For the nine month period ended September 30, 2016, ALUPREM
sales increased 8%, primarily due to changes in product mix and sales volume of
4% and 4%, respectively.
The increase in volume and change in product mix for
European ALUPREM sales revenue is primarily related to an increase in demand by
existing and new customers as well as an expansion in the diversity of our
ALUPREM products.
BARYPREM
sales in Europe increased 36% for the three
month period ended September 30, 2016 due to an increase in volume of 35% and the
impact of the change in foreign currency which increased sales revenue 1% as
the Euro strengthened against the U.S. Dollar.
For the nine month period ended September 30, 2016, BAYPREM
sales increased 12%, primarily due to an increase in volume of 13%, which was
partially offset by a change in product mix of 1%.
HITOX
sales in Europe increased 17% during the three
month period ended September 30, 2016, primarily due to an increase in volume
of 23%, which was partially offset by a decrease in selling price of 6%.
For the nine month period ended September 30, 2016, HITOX
sales increased 5%, primarily due to an increase in volume of 13%, which was
partially offset by a decrease in selling price of 7% and the impact of the
change in foreign currency which decreased sales revenue 1%.
The European HITOX sales continue to be impacted by the
overall weakness in the global TiO
2
market.
TIOPREM
sales decreased 100% for the three month
period ended September 30, 2016, due to a decrease in volume primarily related
to the timing of orders from existing customers.
For the nine month period ended September 30, 2016, TIOPREM
sales decreased 34%, primarily due to decreases in volume and selling price of
19% and 15%, respectively.
TOR Minerals International, Inc. and Subsidiaries
Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Asian Operations
TMM manufactures and sells HITOX and TIOPREM to third-party
customers, as well as to our U.S. and European operations. The following table
represents TMM’s sales (in thousands) for the three and nine month periods
ended September 30, 2016 and 2015 to third-party customers. All inter-company
sales have been eliminated.
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
|
Nine Months Ended September 30,
|
Product
|
|
2016
|
|
2015
|
|
Variance
|
|
|
2016
|
|
2015
|
|
Variance
|
HITOX
|
$
|
533
|
95%
|
$
|
621
|
100%
|
$
|
(88)
|
-14%
|
|
$
|
1,864
|
98%
|
$
|
2,059
|
95%
|
$
|
(195)
|
-9%
|
TIOPREM
|
|
27
|
5%
|
|
-
|
0%
|
|
27
|
100%
|
|
|
44
|
2%
|
|
57
|
3%
|
|
(13)
|
-23%
|
SYNTHETIC
RUTILE
|
|
-
|
0%
|
|
-
|
0%
|
|
-
|
0%
|
|
|
-
|
0%
|
|
14
|
<1%
|
|
(14)
|
-100%
|
OTHER
|
|
-
|
0%
|
|
-
|
0%
|
|
-
|
0%
|
|
|
-
|
0%
|
|
33
|
2%
|
|
(33)
|
-100%
|
Total
|
$
|
560
|
100%
|
$
|
621
|
100%
|
$
|
(61)
|
-10%
|
|
$
|
1,908
|
100%
|
$
|
2,163
|
100%
|
$
|
(255)
|
-12%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HITOX
sales in Asia decreased 14% for the three month
period ended September 30, 2016, primarily due to a decrease in selling price
of 15%, which was partially offset by an increase in volume of 1%.
For the nine month period ended September 30, 2016, HITOX
sales decreased 9%, primarily due to a decrease in selling price and the impact
of the change in foreign currency of 9% and 8%, respectively, which was
partially offset by an increase in volume of 8%.
The HITOX market in Asia continues to decline due to the
weakness in the TiO2 market, as well as the entry into the TiO
2
market by producers of white TiO
2
in China. We expect this pressure
to continue to affect pricing of our global TiO
2
product sales for
the balance of the year, and we expect conditions in the TiO
2
market
to remain difficult for the next several years.
TIOPREM
sales in Asia increased for the three month
period ended September 30, 2016, due to an increase in volume.
For the nine month period ended September 30, 2016, TIOPREM
sales decreased 23%, primarily due to a decrease in volume and the impact of
the change in foreign currency of 12% and 11%, respectively.
Synthetic Rutile (“SR”)
–
For the three and nine
month periods ended September 30, 2016, there were no sales of SR to third
parties. For the three and nine month periods ended September 30, 2015, our collective
SR sales revenue from third-party customers was approximately $14,000. While
producers of white TiO
2
in China have contributed to the overall
weakness in the global TiO
2
market, we typically only produce SR for
our own internal consumption. Separately, in 2015, we made a strategic
decision to take our SR production capacity out of service. We are currently
supplementing our existing SR inventory with product produced by alternate
sources. By making this strategic move, we expect cost savings as well as a
reduction in our SR inventory levels over the next 12 months.
Other Product
sales volume decreased 100% for the nine
month period ended September 30, 2016, due to a decrease in the sale of TMM’s
by-products.
TOR Minerals International, Inc. and Subsidiaries
Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Other Consolidated Results
Gross Margin
:
The following table
represents our net sales, cost of sales and gross margin for the three and nine
month periods ended September 30, 2016 and 2015, in thousands.
|
|
(Unaudited)
|
|
|
Three Months
Ended September 30,
|
|
Nine Months
Ended September 30,
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
NET SALES
|
$
|
10,036
|
$
|
8,988
|
$
|
29,458
|
$
|
29,066
|
Cost
of sales
|
|
8,452
|
|
7,877
|
|
25,379
|
|
26,108
|
GROSS MARGIN
|
$
|
1,584
|
$
|
1,111
|
$
|
4,079
|
$
|
2,958
|
GROSS MARGIN %
|
|
16%
|
|
12%
|
|
14%
|
|
10%
|
For each of the three and nine month periods ended September
30, 2016, gross margin increased approximately 4% as compared to the same three
and nine month period of 2015, primarily due to higher production volume and
improved efficiencies, primarily at TPT, which increased the gross margin approximately
2%, and the elimination of idle plant costs related to the SR plant at TMM improved
the gross margin approximately 2%.
Selling, General, Administrative and Expenses
(“SG&A”)
:
SG&A expense increased approximately 13% during
the three month period ended September 30, 2016, primarily related to increases
in professional fees, sales expense and salaries of approximately 5%, 4% and
3%, respectively.
For the nine month period ended September 30, 2016, SG&A
expense decreased approximately 2%, primarily related to a decrease in selling
expense of approximately 8%, which was partially offset by increases in
salaries and professional fees of approximately 4% and 2%, respectively.
Interest Expense
:
Net interest expense
increased approximately $6,000 for the three month period ended September 30,
2016, primarily due to an increase in our average long-term financing at our
European Operation, and decreased $37,000 for the nine month period ended
September 30, 2016 due to a decrease in our average long-term and short-term financing
at the U.S. and Asian operations, which was partially offset by an increase at
the European operation.
Income Taxes
:
Income taxes consisted of
federal income tax expense of approximately $23,000, state income tax expense
of approximately $1,000 and foreign tax expense of approximately $118,000 for
the three month period ended September 30, 2016, as compared to a federal tax expense
of approximately $237,000, state tax expense of approximately $5,000 and
foreign tax benefit of approximately $220,000 for the same three month period
in 2015.
For the nine month period ended September 30, 2016, income
taxes consisted of federal income tax benefit of approximately $71,000, state
income tax expense of approximately $4,000 and foreign tax expense of
approximately $232,000, as compared to a federal tax benefit of approximately $31,000,
state tax expense of approximately $5,000 and foreign tax benefit of
approximately $106,000 for the same nine month period in 2015.
The increase in income tax expense for the three and nine month
periods ended September 30, 2016, relates to an increase in taxable income for
the three and nine month periods of 2016.
TOR Minerals International, Inc. and Subsidiaries
Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity
Long-term Debt – Financial
Institutions
A schedule
of our long-term debt to financial institutions as of September 30, 2016 and December
31, 2015 is included in Note 2 to the condensed consolidated financial
statements on page 8.
Our current maturities of long-term debt, as well as other
current maturities, will be paid with current cash and cash generated from
operations.
Short-term Debt
U.S. Operations
On December 31, 2010, the Company
entered into a credit agreement with American Bank, N.A. (the “Lender”) which
established a $1,000,000 line of credit (the “Line”), and on March 1, 2012, the
Line was increased from $1,000,000 to $2,000,000. On May 15, 2013, the Company
and the Lender entered into the Second Amendment to the credit agreement which
reduced the minimum interest rate floor from 5.5% to 4.5%. On May 15, 2015,
the Company and the Lender entered into the Fifth Amendment to the credit
agreement which extended the Line from October 15, 2015 to October 15, 2016.
On June 23, 2016, the Company and
the Lender amended and restated the credit agreement (the “Agreement”). Under
the terms of the Agreement, the Lender extended the maturity date on the Line
from October 15, 2016 to October 15, 2017. In addition, the Company requested
that the Lender reduce the Line from $2,000,000 to $1,000,000. Under the terms
of the Agreement, the Company is required to maintain positive net earnings
before taxes, interest, depreciation, amortization and all other non-cash
charges on a rolling four-quarter basis. The Company was in compliance with
all covenants at September 30, 2016.
Under the terms of the Agreement, the
amount the Company is entitled to borrow under the Line is subject to a
borrowing base, which is based on the loan value of the collateral pledged to
the Lender to secure the indebtedness owing to the Lender by the Company.
Amounts advanced under the Line bear interest at a variable rate equal to one
percent per annum point above the Wall Street Journal Prime Rate as such prime
rate changes from time to time, with a minimum floor rate of 4.5%. At
September 30, 2016, no funds were outstanding on the Line.
European Operations
On July 13, 2015, TPT amended the short-term banking
facility (the “Amended Agreement”) with Rabobank. Under the terms of the
Amended Agreement, the TPT line of credit was reduced from €1,100,000 to
€500,000 ($1,236,000 to $562,000 at September 30, 2016) and interest was changed
from a variable interest rate of bank prime plus 2.8% to the average 1-month
EURIBOR plus the bank margin of 3.3%, which was 2.9% at September 30, 2016. No
funds were outstanding on the TPT line of credit at September 30, 2016.
Asian Operations
On August 24, 2015, TMM amended its short-term banking
facility with HSBC to extend the maturity date from June 30, 2015 to June 30,
2016. TMM is currently negotiating with HSBC to extend the maturity date to June
30, 2017. The HSBC facility includes the following in RM: (1) overdraft line
of credit of RM 500,000 ($121,000 at September 30, 2016); (2) an import/export
line (“ECR”) of RM 10,460,000 ($2,533,000 at September 30, 2016); and (3) a
foreign exchange contract limit of RM 5,000,000 ($1,211,000 at September 30,
2016). At September 30, 2016, the outstanding balance on the ECR was RM
3,000,000 ($726,000 at September 30, 2016) at a current interest rate of 5.0%;
and the outstanding balance on the overdraft line of credit was RM 330,000
($80,000 at September 30, 2016) at a current interest rate of 7.85%.
On August 15, 2014, TMM amended its short term banking
facility with RHB Bank Berhad (“RHB”) to extend the maturity date from March
24, 2014 to April 1, 2015. TMM is currently negotiating with RHB to extend the
maturity date to April 21, 2017. The RHB facility includes the following: (1)
an overdraft line of credit up to RM 1,000,000 ($242,000 at September 30, 2016);
(2) an ECR of RM 7,300,000 ($1,768,000 at September 30, 2016); (3) a bank
guarantee of RM 1,200,000 ($291,000 at September 30, 2016); and (4) a foreign
exchange contract limit of RM 25,000,000 ($6,054,000 at September 30, 2016).
At September 30, 2016, no funds were outstanding on the RHB facility.
TOR Minerals International, Inc. and Subsidiaries
Management’s Discussion and Analysis of Financial Condition and Results of
Operations
The banking facilities with both
HSBC and RHB bear an interest rate on the respective overdraft facilities at
1.25% over bank prime, and the respective ECR facilities bear interest at 1.0%
above the funding rate stipulated by the Export-Import Bank of Malaysia
Berhad. The ECR facilities, which are a government supported financing
arrangement specifically for exporters, are used by TMM for short-term
financing of up to 180 days against customers’ and inter-company shipments.
The borrowings under both the HSBC and the RHB short-term
credit facilities are subject to certain subjective acceleration covenants
based on the judgment of the banks and a demand provision that provides that
the banks may demand repayment at any time. A demand provision is customary in
Malaysia for such facilities. The loan agreements are secured by TMM’s
property, plant and equipment. However, if demand is made by HSBC or RHB, we
may be unable to refinance the demanded indebtedness, in which case, the
lenders could foreclose on the assets of TMM. While repatriation is allowed in
the form of dividends, the credit facilities prohibit TMM from paying
dividends, and the HSBC facility further prohibits loans to related parties
without the prior consent of HSBC.
Cash and Cash Equivalents
Cash and cash equivalents increased $2,269,000 from December
31, 2015 to September 30, 2016. Operating activities provided $3,063,000 and
financing activities provided $100,000; and we used $894,000 in investing
activities during the nine months ended September 30, 2016.
|
|
(Unaudited)
|
|
|
Nine Months
Ended September 30,
|
(In thousands)
|
|
2016
|
|
2015
|
Net cash provided by (used in)
|
|
|
|
|
Operating activities
|
$
|
3,063
|
$
|
3,717
|
Investing activities
|
|
(894)
|
|
(5,735)
|
Financing activities
|
|
100
|
|
1,902
|
Effect of exchange rate fluctuations
|
|
-
|
|
(453)
|
Net increase (decrease) in cash and cash equivalents
|
$
|
2,269
|
$
|
(569)
|
Operating Activities
Below are the major changes in working capital affecting
cash provided by operating activities during the nine month period ended September
30, 2016.
-
Trade Accounts Receivable
:
Accounts
receivable used cash of $751,000 during the first nine months of 2016. The increase
in accounts receivable is primarily related to the timing of sales between the
fourth quarter of 2015 and the third quarter of 2016, primarily at the U.S. operation.
Accounts receivable increased $704,000 and $53,000 at the U.S. operation and at
TPT, respectively, and decreased $6,000 at TMM.
-
Inventories
:
Inventories provided cash of $1,105,000 during the first nine months of
2016. Inventories at the U.S. operation decreased $355,000, primarily
related to a decrease in raw materials. TMMs inventory decreased
approximately $1,482,000, primarily related to a decrease in raw materials
and work in progress. TPTs inventory increased approximately $732,000,
primarily related to an increase in raw materials.
-
Other Current Assets
:
Other current assets used
cash of $5,000 during the first nine months of 2016. Current assets at the U.S.
operation increased $37,000. TMM’s current assets increased $84,000, primarily
related to the timing of insurance premiums. TPT’s current assets decreased $116,000,
primarily due to timing of a VAT tax refund and a reduction in equipment
deposits, which were partially offset by an increase related to the timing of
insurance premiums.
TOR Minerals International, Inc. and Subsidiaries
Management’s Discussion and Analysis of Financial Condition and Results of
Operations
-
Accounts Payable and Accrued Expenses
:
Trade accounts payable and accrued expenses provided cash of $341,000 during
the first nine months of 2016. Accounts payable and accrued expenses at the U.S.
operation and at TPT increased $335,000 and $50,000, respectively, primarily
related to the purchase of raw materials. At TMM, accounts payable and accrued
expenses decreased $44,000, primarily related to the timing of purchases.
Investing Activities
We used cash of $894,000 in investing activities during the first
nine months of 2016 related to equipment purchases and plant expansion at our U.S.
and European locations. Net investments are as follows:
Financing Activities
Financing activities provided cash of $100,000 during the nine
month period ended September 30, 2016. Significant factors relating to
financing activities include the following:
-
Lines of Credit
-
U.S. Operation:
Borrowings on our U.S. line of
credit were not utilized by the Company during the nine month period ended September
30, 2016.
-
European Operation:
Borrowings on TPT’s line of
credit were not utilized during the nine month period ended September 30, 2016.
-
Asian Operation:
Borrowings on TMM’s line of
credit decreased $106,000 during the nine month period ended September 30, 2016.
-
Export Credit Refinancing Facility (ECR):
TMM’s borrowing
on the ECR decreased $427,000 during the nine month period ended September 30,
2016.
-
Long-term Debt:
-
European Operation:
TPT’s long-term debt decreased
$512,000 for the nine month period ended September 30, 2016.
-
Asian Operation:
TMM’s long-term debt decreased $253,000
for the nine month period ended September 30, 2016.
-
Issuance of Common Stock:
We received approximately
$1,398,000 from the issuance of 527,681 shares of common stock related to the
exercise of detachable warrants, with an exercise price of $2.65. The warrants
were issued in May 2009 with our six percent (6%) convertible subordinated
debentures and matured May 4, 2016.
TOR Minerals International, Inc. and Subsidiaries
Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Off-Balance Sheet Arrangements and Contractual
Obligations
No material changes have been made to the “
Off-Balance
Sheet Arrangements and Contractual Obligations”
noted in the Company’s 2015
Annual Report on Form 10-K.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of the
Company’s Chief Executive Officer and Chief Financial Officer, management of
the Company has evaluated the effectiveness of the Company’s disclosure
controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the
end of the period covered by this report. Based on that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the Company’s
disclosure controls and procedures are effective (i) to ensure that information
required to be disclosed by the Company in reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the SEC rules and forms; and (ii) to ensure that
information required to be disclosed by the Company in the reports that it
files or submits under the Exchange Act is accumulated and communicated to the
Company’s management, including the Company’s Chief Executive Officer and Chief
Financial Officer, to allow timely decisions regarding required disclosure.
Changes in Internal Controls
During the last fiscal quarter, there were no changes in the
Company's internal controls over financial reporting (as defined in Rule
13a-15(f) and 15d-15(f) of the Exchange Act) that have materially affected, or are
reasonably likely to materially affect, the Company’s internal controls over
financial reporting.