U.S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from __________ to __________
Commission file number 0-17321
TOR MINERALS INTERNATIONAL, INC.
(Exact name of small business issuer as specified in its charter)
Delaware
(State or other jurisdiction of
Incorporation or organization)
722 Burleson Street, Corpus Christi, Texas 78402
(Address of principal executive offices)
Issuer's telephone number: (361) 882-5175
None
(Former name, former address and former fiscal
year, if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [ X ] No [ ]
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Common Stock, $0.25 par value 5,279,187
(Class) (Outstanding as of November 1, 2000)
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [ X ]
1
TOR MINERALS INTERNATIONAL, INC.
INDEX
Page No.
PART I. Financial Information
Item 1. Financial Statements (Unaudited)
Consolidated Condensed Balance Sheets 3
September 30, 2000 and December 31, 1999
Consolidated Condensed Statements of Operations-- 4
three and nine months ended September 30, 2000 and
1999
Consolidated Condensed Statements of Cash Flows-- 5
nine months ended September 30, 2000 and 1999
Notes to Consolidated Condensed Financial Statements 6 - 11
Item 2. Management's Discussion and Analysis of 12 - 15
Financial Condition and Results of Operations
PART II. Other Information
Item 6. Exhibits and Reports on Form 8-K 16
Signatures 16
2
TOR MINERALS INTERNATIONAL, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
(in thousands, except par value)
September 30, 2000 December 31,
(Unaudited) 1999
------------ ------------
ASSETS
Current assets:
Cash and cash equivalents $ 291 $ 2,330
Trade accounts receivable, net 2,188 1,334
Other receivables 106 12
Inventories 6,322 6,490
Other current assets 204 42
------------ ------------
Total current assets 9,111 10,208
Property, plant and equipment, net 10,416 2,710
Other assets 6 43
------------ ------------
Total assets $ 19,533 $ 12,961
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 601 $ 1,389
Accrued expenses 915 512
Notes Payable - short-term 1,784 --
Current maturities of long-term debt 945 --
------------ ------------
Total current liabilities 4,245 1,901
Other long-term debt,
excluding current maturities 3,560 --
------------ ------------
Total liabilities 7,805 1,901
Shareholders' equity
Common stock $0.25 par value 1,320 1,193
Additional paid-in capital 15,198 14,316
Accumulated deficit (4,790) (4,449)
------------ ------------
11,728 11,060
------------ ------------
Total Liabilities and
Stockholders' Equity $ 19,533 $ 12,961
============ ============
See Notes to Consolidated Financial Statements
3
TOR MINERALS INTERNATIONAL, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per share amounts)
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ ------------------
2000 1999 2000 1999
-------- -------- -------- --------
NET SALES $ 3,850 $ 2,850 $ 11,387 $ 8,888
COSTS AND EXPENSES:
Cost of products sold 3,118 2,017 8,701 6,115
Selling, administrative
and general 886 615 2,726 1,947
-------- -------- -------- --------
OPERATING INCOME (LOSS) (154) 218 (40) 826
OTHER INCOME (EXPENSES):
Interest income 11 27 49 60
Interest expense (139) -- (336) (4)
Other, net (11) 5 (14) 21
-------- -------- -------- --------
INCOME (LOSS) BEFORE INCOME TAX (293) 250 (341) 903
Provision for income tax -- 1 -- 16
-------- -------- -------- --------
NET INCOME (LOSS) $ (293) $ 249 $ (341) $ 887
======== ======== ======== ========
Earnings (loss) per common share:
Basic $ (0.06) $ 0.05 $ (0.07) $ 0.19
Diluted $ (0.06) $ 0.05 $ (0.07) $ 0.19
Weighted average common shares
and equivalents outstanding:
Basic 5,279 4,773 5,166 4,700
Diluted 5,279 (1) 4,828 5,166 (1) 4,756
--------------------------------------
(1) No shares were added to the number
of basic shares in the computation of
diluted earnings per share because the
effect would be antidilutive
See Notes to Condensed Financial Statements
4
TOR MINERALS INTERNATIONAL, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
---------------------
2000 1999
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (341) $ 887
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation and amortization 524 373
Loss on sale of asset(s) 5 (10)
Other Assets 21 --
Changes in working capital:
Receivables 491 (94)
Inventories 1,519 (694)
Other current assets (30) (31)
Accounts payable and accrued expenses (1,396) 491
--------- ---------
Net cash provided by operating activities 793 922
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of TMM, net of cash acquired (4,848) --
Additions to property, plant and equipment (407) (637)
Proceeds from sale of asset(s) 37 666
--------- ---------
Net cash provided by (used in) investing activities (5,218) 29
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net Proceeds (Payments)-Long-term Debt 2,839 (389)
Net Payments-Line of Credit (511) --
Net Proceeds-Export Credit 49 --
Proceeds from issuance of common stock 9 24
--------- ---------
Net cash provided by (used in) financing activities 2,386 (365)
--------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (2,039) 586
CASH AND CASH EQUIVALENTS:
AT BEGINNING OF PERIOD 2,330 1,737
--------- ---------
AT END OF PERIOD $ 291 $ 2,323
========= =========
Supplemental disclosure of cash flow information
Interest income $ 49 $ 60
Interest expense 306 4
See Notes to Consolidated Financial Statements
5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. Accounting Policies
Basis of Presentation
The interim financial statements of TOR Minerals International, Inc.
(the "Company") (formerly Hitox Corporation of America) are unaudited, but
include all adjustments which the Company deems necessary for a fair
presentation of its financial position and results of operations. All
adjustments are of a normal and recurring nature. Results of operations for
interim periods are not necessarily indicative of the results to be expected
for the full year. All significant accounting policies conform to those
previously set forth in the Company's fiscal 1999 Annual Report on Form 10-
KSB.
In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and
assumptions that affect the reported amount of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and revenues and expenses during the reporting period. Actual
results could differ from these estimates.
Stock Based Compensation
The Company grants stock options for a fixed number of shares to
employees with an exercise price equal to the fair value of the shares at the
date of grant. The Company has accounted for stock option grants in
accordance with APB Opinion No. 25, Accounting for Stock Issued to Employees,
and, accordingly, recognized no compensation expense for the stock option
grants. The Company did not adopt FASB Statement No. 123, Accounting for
Stock-Based Compensation, and will continue to account for stock option
grants in accordance with APB Opinion No. 25. FASB Statement 123 requires
certain disclosures about stock-based compensation plans for all companies
regardless of the method used to account for them. Effective in 1996
calendar year-end financial statements, companies that continue to apply APB
25 are required to disclose pro forma information as if the measurement
provisions of Statement 123 had been adopted in their entirety. Such pro
forma information was included in the Company's 1999 Form 10-KSB.
Reclassifications
Certain reclassifications have been made in prior quarters' financial
statements to conform to classifications used in the current quarter.
6
2. Acquisition of TOR Minerals Malaysia
(formerly Malaysian Titanium Corporation, Sdn. Bhd.)
On March 6, 2000, the Company announced the purchase of Malaysian
Titanium Corporation, Sdn. Bhd. ("MTC"), a private Malaysian company.
Subsequent to the acquisition, MTC changed its name to TOR Minerals Malaysia,
Sdn. Bhd., ("TMM"). The sale and purchase agreement (the "Agreement") was
signed in Malaysia effective March 1, 2000, and provided for the purchase by
the Company of all of the issued and outstanding shares of TMM from Megamin
Ventures Sdn. Bhd., ("Megamin"). Megamin is also the Company's largest
shareholder, with approximately 28% of the Company's outstanding shares as of
December 31, 1999. After giving effect to the Agreement, Megamin owned
approximately 35% of the Company's outstanding shares as of March 1, 2000.
Prior to the Agreement, Megamin had one appointee to the Company's Board of
Directors. Per the Agreement, the Company nominated an additional person to
serve on the Company's Board of Directors as a representative of Megamin.
Pursuant to the terms of the Agreement, the Company paid $3,775,000 in
cash and issued 500,000 shares of its common stock in exchange for 100% of
the shares of TMM. The Company's shares closed at $2.00 on the effective
date of the Agreement. The Company also agreed to pay Megamin a total of
approximately $1,050,000 in 4 equal semi annual payments beginning July 1,
2000. The discounted present value of those payments is approximately
$955,000. Transaction costs are estimated to total $155,000. The Company
recorded the transaction as a purchase, with a cost of approximately
$5,885,000, plus assumption of TMM's bank debt of approximately $4,000,000.
TMM is the Company's sole supplier of synthetic rutile, the raw material
for the Company's proprietary titanium pigment HITOX (Registered Trademark).
TMM is also producing HITOX pigment in Malaysia under a license from the
Company and is selling HITOX pigment in Asia and Europe.
TMM was previously a subsidiary of the Company and was sold to Megamin
and other investors in 1994. The acquisition provides the opportunity to
control the raw material supply for the Company's primary product, HITOX
pigment, and represents both a low cost production site for HITOX pigment and
better access to markets outside the U.S.
7
3. Debt
The Company's $2,000,000 line of credit with Bank of America (the
"Bank") expired April 30, 2000, and a new $2,000,000 line of credit (the
"Line") was established with the Bank that expires on April 30, 2002. The
interest rate for the Line is either a fixed or floating rate, at the
Company's option. The floating rate is the daily Eurodollar rate plus 225
basis points, and the fixed rate is available in 30, 60 or 90 day tranches,
at 225 basis points above the Eurodollar Rate for the chosen time period.
The amount of credit available to the Company under the Line is limited to
the lesser of $2,000,000 or 80% of eligible accounts receivable. At
September 30, 2000, $1,243,000 was available to the Company under the line
and the Company had no outstanding borrowings under the Line on that date.
The Company has one term loan with Bank of America. The $3,500,000 proceeds
of the loan were used to finance the purchase of TMM. The loan is to be
repaid in full in a single payment on October 5, 2001. The company may
prepay all or part of the principal outstanding at any time without penalty,
subject to any restrictions caused by the choice of interest rate. The
interest rate is the Bank's prime rate or the LIBOR rate plus 225 basis
points, as chosen by the Company. The LIBOR based rate is available in 30,
60 or 90 day tranches, with a minimum of $1,000,000 for any one tranche. If
a LIBOR based rate is used the Company cannot prepay any principal related to
that tranche for the period chosen without paying a penalty. The Company
reduced the principal balance under the term loan by $1,200,000 in the third
quarter of 2000. The $2,300,000 principal balance outstanding on September
30, 2000 was borrowed using a 30-day LIBOR tranche with an effective interest
rate of 8.87% per annum.
The Company's subsidiary, TMM, has loan agreements with two banks in
Malaysia, HSBC Bank Malaysia Berhad and RHB Bank Berhad, which provide a
total short term credit facility of $6,447,000. At September 30, 2000 TMM
had utilized $1,989,000 of that facility, including $1,275,000 outstanding
under an export credit refinancing facility (ECR). ECR, a government
supported financing arrangement specifically for exporters, is used by TMM
for short-term financing against customers' purchase orders. In addition,
TMM has two term loans outstanding with principal balances outstanding of
$350,000 and $1,132,000 at September 30, 2000. Both loans have an effective
interest rate of 8.8% per annum.
8
4. Business Segment Information
The Company and its subsidiaries operate in one reportable segment of
pigment manufacturing and related products. All United States manufacturing
is done at the facility located in Corpus Christi, Texas. Foreign
manufacturing is done by the Company's wholly owned subsidiary located in
Malaysia. A summary of the Company's manufacturing operations by geographic
area is presented below:
Adjustments
United and
States Malaysia Eliminations Consolidated
--------- --------- ------------ ------------
Three months ended
September 30, 2000
----------------------
Sales Revenue:
Customer sales $ 3,359 $ 491 $ 3,850
Intercompany sales -- 145 145 --
--------- --------- --------- ---------
Total Sales Revenue $ 3,359 $ 636 $ 145 $ 3,850
--------- --------- --------- ---------
Segment profit (loss) $ (143) $ (122) $ (28) $ (293)
========= ========= ========= =========
Nine months ended
September 30, 2000
----------------------
Sales Revenue:
Customer sales $ 10,317 $ 1,073 $ 11,387
Intercompany sales -- 956 956
--------- --------- --------- ---------
Total Sales Revenue $ 10,317 $ 2,026 $ 956 $ 11,387
--------- --------- --------- ---------
Segment profit (loss) $ 48 $ (131) $ (258) $ (341)
========= ========= ========= =========
Segment assets $ 15,960 $ 13,525 $ (9,952) $ 19,533
----------------------------------------
Sales from the subsidiary to the parent
company are based upon profit margins
which represent competitive pricing of
similar products, or based on
contractual arrangements that existed
prior to TMI's acquisition of TMM.
9
5. Pro Forma Financial Information
The results of operations for the nine-month period ended September 30,
2000 includes the operations of TMM from the acquisition date of March 1,
2000 (see Note 2). Assuming the acquisition of TMM had occurred at January
1, 1999, unaudited pro forma consolidated results of operations for the nine
months ended September 30, 2000 and 1999 would have been as follows:
Pro Forma (Unaudited)
Nine months Ended September 30
In thousands, except per share data
2000 1999
------- -------
Net revenue $12,903 $10,451
Net income $467 $196
Net income per share:
Basic $0.09 $0.04
Diluted $0.09 $0.04
The pro forma information above is presented in response to applicable
accounting rules relating to business acquisitions and is not necessarily
indicative of the actual results that would have been achieved had the
acquisition of TMM occurred at the beginning of 1999, nor is it indicative of
future results of operations.
10
6. 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 Nine Months Ended
September 30, September 30,
------------------- ------------------
2000 1999 2000 1999
------- ------- ------- -------
Numerator:
Net Income (loss) $ (293) $ 249 $ (341) $ 887
Numerator for basic earnings
per share - income (loss)
available to common stockholders (293) 249 (341) 887
------- ------- ------- -------
Effect of dilutive securities: -- -- -- --
------- ------- ------- -------
Numerator for diluted earnings
per share - income (loss)
available to common stockholders
after assumed conversions $ (293) $ 249 $ (341) $ 887
Denominator:
Denominator for basic earnings per
share - weighted-average shares 5,279 4,773 5,166 4,700
Effect of dilutive securities:
Employee stock options -- 55 -- 56
------- ------- ------- -------
Dilutive potential common shares -- 55 -- 56
------- ------- ------- -------
Denominator for diluted earnings
per share - weighted-average
shares and assumed conversions 5,279 (1) 4,828 5,166 (1) 4,756
===== ===== ===== =====
Basic earnings per common share:
Net Income (Loss) $(0.06) $ 0.05 $(0.07) $ 0.19
======= ======= ======= =======
Diluted earnings per common share:
Net Income (Loss) $(0.06) $ 0.05 $(0.07) $ 0.19
======= ======= ======= =======
---------------------------------------------
(1) No shares were added to the number of
basic shares in the computation of
diluted earnings per share because the
effect would be antidilutive.
Options to purchase 535,600 shares of common stock were not included in
the computation of diluted earnings per share because the effect would be
antidilutive.
11
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
RESULTS OF OPERATIONS
Sales:
Net sales increased $1,000,000, or 35.1% to $3,850,000 in the third
quarter of 2000 compared with $2,850,000 in the same quarter last year.
Pigment sales accounted for $918,000 of the sales increase, with TMM
providing $410,000 of those sales. Sales of the Company's HITOX pigment line
increased $433,000 in the third quarter of 2000 compared with 1999, while
sales of the HALTEX pigment line increased $352,000 and sales of the BARTEX
pigment line increased $138,000. For the nine months ended September 30,
2000, net sales increased $2,499,000, or 28.1% to $11,387,000 compared with
$8,888,000 for the same period last year. Pigment sales accounted for
$2,308,000 of the sales increase, with TMM providing $879,000 of those
pigment sales. Sales of the Company's HITOX pigment line increased
$1,116,000, while sales of the HALTEX pigment line increased $920,000 and
sales of the BARTEX pigment line increased $371,000.
Gross Profit:
For the quarter, gross profit decreased $101,000 due to higher
production costs in the US and in Malaysia and due to a change in the product
mix that included higher sales of lower margin products. The gross profit
percentage for the quarter decreased from 29.2% in the third quarter 1999 to
19.0% in the same quarter this year. The higher production costs in the US
were primarily the result of higher natural gas prices. At TMM, higher
maintenance expenses were incurred during a two-month period when synthetic
rutile was not produced, which resulted in a negative margin for the quarter.
For the year, gross profit decreased $87,000. The YTD gross profit
percentage decreased from 31.2% in 1999 to 23.6% in 2000.
Expenses:
Total selling, administrative and general expenses ("SG&A expense")
increased from $615,000 during the third quarter of 1999, to $886,000 for the
third quarter of 2000, an increase of $271,000 or 44.1%. Approximately
$165,000 of the increase is the result of including SG&A expenses from TMM in
2000 after the acquisition. The remainder of the increase is primarily the
result of higher selling expenses in 2000 compared with 1999. For the year,
SG&A expense increased from $1,947,000 in 1999 to $2,726,000 in 2000, an
increase of $779,000 or 40.0%. Approximately $442,000 of the increase is the
result of including SG&A expenses from TMM in 2000 after the acquisition.
The remainder of the increase is primarily the result of higher selling
expense in 2000 compared with 1999.
12
Interest Income:
During the third quarter of 2000, excess funds were deposited in short-
term interest bearing investments resulting in interest income for the
quarter of $11,000 compared to $27,000 for the same quarter last year. For
the year, interest income decreased from $60,000 in 1999 to $49,000 in 2000.
The year to date decrease is the result of lower cash balances available for
investment during the first nine months of 2000.
Interest Expense:
Interest expense increased $139,000 in the third quarter of 2000 as
compared with the same quarter last year when the Company had no long-term
debt. For the nine-month period ended September 30, 2000 interest expense
was $336,000 compared to $4,000 for the same period in 1999. The increase in
interest expense is due to the financing of the purchase of TMM and interest
expense associated with TMM's debt.
Provision for Income Tax:
Due to operating losses for both the three months and nine months ended
September 30, 2000, the Company recorded no income tax expense for either
period in 2000.
LIQUIDITY AND CAPITAL RESOURCES
Cash decreased from $2,330,000 at December 31, 1999 to $291,000 at
September 30, 2000. During the nine month period, cash provided by operating
activities totaled $793,000, resulting from changes in working capital. Net
cash used in investing activities totaled $5,218,000 and financing activities
provided $2,386,000, both related primarily to the acquisition of TMM.
Accounts receivable increased at September 30, 2000 compared with December
31, 1999 due to higher sales in 2000 and due to the acquisition of TMM.
Inventories decreased modestly over the nine-month period ended September 30,
2000, primarily due to lower production at TMM.
13
The Company's $2,000,000 line of credit with Bank of America (the
"Bank") expired April 30, 2000, and a new $2,000,000 line of credit (the
"Line") was established with the Bank that expires on April 30, 2002. The
interest rate for the Line is either a fixed or floating rate, at the
Company's option. The floating rate is the daily Eurodollar rate plus 225
basis points, and the fixed rate is available in 30, 60 or 90 day tranches,
at 225 basis points above the Eurodollar Rate for the chosen time period.
The amount of credit available to the Company under the Line is limited to
the lesser of $2,000,000 or 80% of eligible accounts receivable. At
September 30, 2000, $1,243,000 was available to the Company under the line
and the Company had no outstanding borrowings under the Line on that date.
The Company has one term loan with Bank of America. The $3,500,000 proceeds
of the loan were used to finance the purchase of TMM. The loan is to be
repaid in full in a single payment on October 5, 2001. The company may
prepay all or part of the principal outstanding at any time without penalty,
subject to any restrictions caused by the choice of interest rate. The
interest rate is the Bank's prime rate or the LIBOR rate plus 225 basis
points, as chosen by the Company. The LIBOR based rate is available in 30,
60 or 90 day tranches, with a minimum of $1,000,000 for any one tranche. If
a LIBOR based rate is used the Company cannot prepay any principal related to
that tranche for the period chosen without paying a penalty. The Company
reduced the principal balance under the term loan by $1,200,000 in the third
quarter of 2000. The $2,300,000 principal balance outstanding on September
30, 2000 was borrowed using a 30-day LIBOR tranche with an effective interest
rate of 8.87% per annum.
The Company's subsidiary, TMM, has loan agreements with two banks in
Malaysia, HSBC Bank Malaysia Berhad and RHB Bank Berhad, which provide a
total short term credit facility of $6,447,000. At September 30, 2000 TMM
had utilized $1,989,000 of that facility, including $1,275,000 outstanding
under an export credit refinancing facility (ECR). ECR, a government
supported financing arrangement specifically for exporters, is used by TMM
for short-term financing against customers' purchase orders. In addition,
TMM has two term loans outstanding with principal balances outstanding of
$350,000 and $1,132,000 at September 30, 2000. Both loans have an effective
interest rate of 8.8% per annum.
TMM is presently dependent upon the Company for purchasing its synthetic
rutile production. TMM's synthetic rutile production capacity is expected to
meet and exceed the short-term needs of TMM or the Company for synthetic
rutile to process into HITOX. As a result, the Company is endeavoring to
find third-party buyers for the excess synthetic rutile production, so as to
enable TMM to operate the plant efficiently and achieve lower unit production
costs through economies of scale. Should attempts to find third-party buyers
of synthetic rutile not succeed, the Company may adjust production levels of
synthetic rutile at the Malaysian plant to avoid a build-up of inventories
and the associated carrying cost. If production levels of synthetic rutile
at TMM are reduced, production costs there will increase and could negatively
effect margins as they did in the third quarter of 2000.
14
TMM measures and records its transactions in terms of the local
Malaysian currency, the ringgit. Normally, if the value of the ringgit
compared with the US dollar varied, the Company would report the effects of
translating the ringgit to the US dollar in an equity account in the
consolidated balance sheet. However, Malaysia imposed capital controls and
fixed its ringgit currency at 3.8 ringgits per 1 US dollar in September of
1998 to stem the outflow of short-term capital in the wake of the Asian
financial crisis. The Malaysian government has not changed the fixed
exchange rate since that time. Therefore, no translation account is
necessary in the consolidated balance sheet. There can be no assurance that
the Malaysian government will maintain the current fixed rate of exchange.
OTHER MATTERS
Forward Looking Information
Certain portions of this report contain forward-looking statements about
the business, financial condition and prospects of the Company. The actual
results of the Company could differ materially from those indicated by the
forward-looking statements because of various risks and uncertainties
including, without limitation, changes in demand for the Company's products,
changes in competition, economic conditions, fluctuations in market price for
TiO2 pigments, interest rate fluctuations, changes in the capital markets,
changes in tax and other laws and governmental rules and regulations
applicable to the Company's business, and other risks indicated in the
Company's filing with the Security and Exchange Commission. These risks and
uncertainties are beyond the ability of the Company to control, and, in many
cases, the Company cannot predict all of the risks and uncertainties that
could cause its actual results to differ materially from those indicated by
the forward-looking statements. When used in this report, the words
"believes," "estimates," "plans," "expects," "anticipates" and similar
expressions as they relate to the Company or its management are intended to
identify forward-looking statements.
15
PART II
Item 6. Exhibits and Reports on Form 8K
Page No.
-------
(a) Exhibits None
(b) Reports on Form 8-K None
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 thereunto duly authorized.
TOR Minerals International, Inc.
____________
(Registrant)
Date: November 13, 2000 ______________________________________
Bernard A. Paulson, President and CEO
Date: November 13, 2000 ______________________________________
Craig Schkade, Chief Financial Officer
(Principal Financial and Accounting Officer)
16
