UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): March 3, 2016

TOR Minerals International, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

(361) 883-5591
(Registrant’s Telephone Number, Including Area Code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

___ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 ___Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

___ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

___ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On March 3, 2016, TOR Minerals International, Inc. (the “Company”), announced its announced its financial results for the fourth quarter and year-ended December 31, 2015.

Full-year 2015 summary

• 2015 net sales decreased 21% to $37.1 million
• 2015 net loss of $6.4 million, versus 2014 net loss of $554,000
• 2015 loss per diluted share of ($2.11) per share, versus net loss per diluted share of $(0.18)
• 2015 Adjusted EBITDA of $2.1 million, versus $5.1 million during 2014
• 2015 cash flow from operations of $3.4 million, versus 2014 cash flow from operations of $4.6 million

During 2015, net sales decreased 21 percent primarily due to a decrease in volumes across all product categories and, to a lesser extent, from the negative effect of foreign currency translation and lower average selling prices. The negative effect of foreign currency translation was responsible for approximately 20 to 25 percent of the decrease in each of the three products groups. The decrease in specialty alumina sales was primarily due to lower unit volumes from a U.S. large customer, which was only partially offset by increased volumes in Europe and increased volumes of the Company’s Haltex/ Optiload products. The decrease in TiO2 pigments sales was primarily due to lower unit volumes resulting from continued weakness in the global TiO2 market, as well as aggressive pricing pressure from producers of white TiO2 in China and other producers.

During 2015, gross margin decreased 9.1 percentage points to 5.1 percent of sales. Due to continued weakness in the TiO2 market, the Company recorded a $1.7 million non-cash inventory adjustment to further reduce the carrying value of its TiO2 finished goods and raw materials, as well as a reserve for obsolescence inventory. The remaining year-over-year decrease in gross margin was related to lower average selling prices and lower utilization at the Company’s plant in Malaysia. The Company also recorded a separate non-cash charge of $2.9 million during the fourth quarter of 2015 related to the loss of disposal of its TiO2 feedstock production fixed assets, as management determined that it was more cost effective to continue purchasing feedstock material for its TiO2-based products from alternate sources than to resume production at its Malaysian facility. During 2015, operating expenses decreased seven percent to $4.7 million, as lower salaries expense was partially offset by an increase in bad debt expense. During 2015, net loss was $6.4 million, or ($2.11) per diluted share, as compared to net loss of $554,000, or ($0.18) per diluted share, during the same period a year ago.

“Our outlook for our Specialty Alumina business is positive. Despite the downturn in the European economy, specialty alumina sales volumes in Europe increased four percent year over year. In anticipation of growth from existing products and new large-volume applications, we invested in our Specialty Alumina production facilities during 2015, more than doubling the plant’s capacity,” commented Dr. Olaf Karasch, Chief Executive Officer. “Our TiO2 business remained challenged by persistent pricing pressure from Chinese producers that is affecting the entire industry. While difficult market conditions are expected to persist in the TiO2 industry, we have taken significant cost out of our TiO2 business such that we believe that we can produce income from this segment at low volume levels. Despite the revenue challenges and significant non-cash charges, our operations delivered a substantial cash flow during 2015, generating $3.4 million in cash flow from operations, which was re-invested to add capacity to our alumina operations.”

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Fourth quarter summary

• 4Q15 net sales decreased 19% to $8.0 million
• 4Q15 net loss of $5.9 million, versus 4Q14 net loss of $1.7 million
• 4Q15 loss per share of ($1.97), versus 4Q14 net loss per diluted share of ($0.57)
• 4Q15 cash flow from operations of $37,000, versus 4Q14 cash used in operations of ($53,000)

During the fourth quarter, net sales decreased 19 percent to $8.0 million, as we experienced a 24 percent decrease in Specialty Aluminas and a 26 percent decrease in TiO2 Pigments, which was partially offset by a 2 percent increase in our Barium Sulfate and Other Products sales. The decrease in Specialty Alumina sales was primarily due to lower unit volumes from a large customer and the negative effect of foreign currency translation, which was only partially offset by increased volumes in Europe and increase volumes of the Company’s Haltex/ Optiload products. In addition to the negative effect of foreign currency translation, the decrease in TiO2 pigment sales was due to lower volume and lower average selling price related to the continued pricing pressure from Chinese producers. Despite the negative effect of foreign currency translation, sales of Barium Sulfate and Other Products increased two percent during the fourth quarter. The increase in sales of Barium Sulfate and Other Products was due to both new business and expanded use by existing customers.

Year-over-year comparisons during the fourth quarter income/(loss) were made difficult due to significant non-cash charges during both periods. During the fourth quarter, operating expenses increased 22 percent to $4.4 million, primarily related to the non-cash loss on disposal of assets at the Company’s Malaysian subsidiary related to the SR production. During the fourth quarter, net loss available to common shareholders was $5.9 million, or ($1.97) per diluted share, as compared to net loss of $1.7 million, or ($0.57) per diluted share, during the same period a year ago.

“Due to the strategic moves we have made to diversify our revenue base, position the company for growth and lower our cost structure in an effort improve returns, we are better positioned to weather the headwinds that have resulted in disappointing financial comparisons this year, and remain optimistic about our business for the next several years,” said Dr. Karasch. “We expect our specialty alumina and barium sulfate business to resume volume growth from current levels and we remain optimistic about the outlook for these categories for the next several years. To meet anticipated demand for existing and new specialty alumina applications, we are completing the process of expanding our production capacity. Growth in other areas of our business has diversified our revenue base and resulted in our TiO2 business having less impact on our overall results. In addition, by significantly lowering our cost structure and inventory requirements, we are better positioned to generate positive contribution from our TiO2 business despite difficult market conditions that are likely to persist for the next several years. Overall, we intend to drive improvement in returns with faster inventory turnover and lower production costs, while refocusing investment in areas that can provide opportunities for greater growth and contribute attractive returns.”

TOR Minerals will host a conference call at 5:00 p.m. Eastern, 4:00 p.m. Central Time, on March 3, 2016, to further discuss fourth quarter and full year results. The call will be simultaneously webcast, and can be accessed via the News section on the Company's website, www.torminerals.com. Investors and interested parties may participate in the call by dialing 877-407-8033 and referring to conference ID # 13630651.

Headquartered in Corpus Christi, Texas, TOR Minerals International is a global manufacturer and marketer of specialty mineral and pigment products for high performance applications with manufacturing and regional offices located in the United States, Netherlands and Malaysia.

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This statement provides forward-looking information as that term is defined in the Private Securities Litigation Reform Act of 1995, and, therefore, is subject to certain risks and uncertainties. There can be no assurance that the actual results, business conditions, business developments, losses and contingencies and local and foreign factors will not differ materially from those suggested in the forward-looking statements as a result of various factors, including market conditions, general economic conditions, including the present slowdown in U.S. construction and the risks of a general business slow down or recession, the increasing cost of energy, raw materials and labor, competition, the receptivity of the markets for our anticipated new products, advances in technology, changes in foreign currency rates, freight price increase, commodity price increases, delays in delivery of required equipment and other factors.

Non-GAAP Financial Measures and Pro-Forma Results

This press release includes the following financial measure defined as "non-GAAP financial measures" by the Securities and Exchange Commission: Adjusted-EBITDA. Adjusted-EBITDA may be different from non-GAAP financial measures used by other companies. The presentation of this financial information, which is not prepared under any comprehensive set of accounting rules or principles, is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with generally accepted accounting principles. Reconciliations of this non-GAAP financial measures to the nearest comparable GAAP measures is provided in the table below.

Non-GAAP EBITDA includes items such as impairment charges, allowance for doubtful accounts, non-cash charges related to inventory impairments and non-cash charges related to the disposal of assets. The Company believes this non-GAAP measure provides useful information to both management and investors by excluding certain expenses, gains and losses or net purchases of property and equipment, as the case may be, which may not be indicative of its core operation results and business outlook.

A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Number

Description

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TOR MINERALS INTERNATIONAL, INC.
_____________________
(Registrant)

EXHIBIT INDEX

Exhibit No.

Description

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