TOR MINERALS INTERNATIONAL INC (Form: 10-Q, Received: 11/05/2014 09:46:53)

United States Securities and Exchange Commission Washington, D. C. 20549 ____________________________ FORM 10-Q ____________________________
(Mark One)
ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2014 OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________
Commission file number 0-17321 TOR MINERALS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)					74-2081929 (I.R.S. Employer Identification No.)
722 Burleson Street, Corpus Christi, Texas 78402 (Address of principal executive offices)
(361) 883-5591 (Registrant’s telephone number, including area code) ____________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 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 ý				No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ý				No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o		Accelerated filer o	Non-accelerated filer o			Smaller reporting company ý
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o				No ý
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Class Common Stock, $1.25 par value				Shares Outstanding as of October 31, 2014 3,014,022

Table of Contents

Part I - Financial Information
			Page No.
Item 1.	Condensed Consolidated Financial Statements
		Condensed Consolidated Income Statements -- Three and nine months ended September 30, 2014 and 2013	3
		Condensed Consolidated Statements of Comprehensive Income (Loss) -- Three and nine months ended September 30, 2014 and 2013	4
		Condensed Consolidated Balance Sheets -- September 30, 2014 and December 31, 2013	5
		Condensed Consolidated Statements of Cash Flows -- nine months ended September 30, 2014 and 2013	6

	Notes to the Condensed Consolidated Financial Statements		7

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		16

Item 4.	Controls and Procedures		29

Part II - Other Information

Item 6.	Exhibits		30

Signatures			30

Forward Looking Information

Certain portions of this report contain forward-looking statements about the business, financial condition and prospects of TOR Minerals International, Inc. (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 Titanium dioxide pigments, changes in foreign currency exchange rates, increases in the price of energy and raw materials, such as ilmenite, 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 filings with the Securities 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. The Company assumes no obligation to provide revisions to any forward-looking statements should circumstances change, except as otherwise required by securities and other applicable laws. 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.

TOR Minerals International, Inc. and Subsidiaries
Condensed Consolidated Income Statements
(Unaudited)
(In thousands, except per share amounts)


		Three Months Ended September 30,				Nine Months Ended September 30,
		2014		2013		2014		2013
NET SALES	$	11,317	$	10,870	$	36,841	$	33,029
Cost of sales		9,809		9,289		31,674		28,242
GROSS MARGIN		1,508		1,581		5,167		4,787
Technical services and research and development		50		135		150		459
Selling, general and administrative expenses		1,092		1,119		3,319		3,644
Loss on disposal of assets		-		-		-		10
OPERATING INCOME		366		327		1,698		674
OTHER INCOME (EXPENSE):
Interest expense, net		(85)		(103)		(275)		(286)
Gain (Loss) on foreign currency exchange rate		71		(84)		10		(151)
Other, net		5		6		10		18
Total Other Expense		(9)		(181)		(255)		(419)
INCOME BEFORE INCOME TAX		357		146		1,443		255
Income tax expense		61		33		287		67
NET INCOME	$	296	$	113	$	1,156	$	188

Earnings per common share:
Basic	$	0.10	$	0.04	$	0.38	$	0.06
Diluted	$	0.09	$	0.03	$	0.34	$	0.06
Weighted average common shares outstanding:
Basic		3,014		3,012		3,014		2,999
Diluted		3,394		3,422		3,403		3,271

See accompanying notes.

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,
		2014		2013		2014		2013
NET INCOME	$	296	$	113	$	1,156	$	188
OTHER COMPREHENSIVE LOSS, net of tax
Currency translation adjustment, net of tax:
Net foreign currency translation adjustment losses		(1,021)		(265)		(729)		(951)
Other comprehensive loss, net of tax		(1,021)		(265)		(729)		(951)
COMPREHENSIVE INCOME (LOSS)	$	(725)	$	(152)	$	427	$	(763)

See accompanying notes.

TOR Minerals International, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands, except per share amounts)

		September 30, 2014		December 31, 2013
		(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	2,736	$	2,920
Trade accounts receivable, net		5,871		4,526
Inventories, net		20,487		20,753
Other current assets		965		596
Total current assets		30,059		28,795
PROPERTY, PLANT AND EQUIPMENT, net		21,957		23,799
OTHER ASSETS		23		23
Total Assets	$	52,039	$	52,617

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	4,914	$	3,279
Accrued expenses		1,848		1,397
Notes payable under lines of credit		425		1,477
Export credit refinancing facility		2,330		3,866
Current deferred tax liability		17		66
Current maturities - capital leases		-		12
Current maturities of long-term debt – financial institutions		1,159		1,040
Total current liabilities		10,693		11,137
LONG-TERM DEBT - FINANCIAL INSTITUTIONS		2,008		2,918
DEFERRED TAX LIABILITY		257		18
Total liabilities		12,958		14,073
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Common stock $1.25 par value: authorized, 6,000 shares; 3,014 shares issued and outstanding at September 30, 2014 and 3,012 shares issued and outstanding at December 31, 2013		3,767		3,765
Additional paid-in capital		29,473		29,365
Retained earnings		2,809		1,653
Accumulated other comprehensive income:
Cumulative translation adjustment		3,032		3,761
Total shareholders' equity		39,081		38,544
Total Liabilities and Shareholders' Equity	$	52,039	$	52,617

See accompanying notes.

TOR Minerals International, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
		Nine Months Ended September 30,
		2014		2013
*CASH FLOWS FROM OPERATING ACTIVITIES:*
Net Income	$	1,156	$	188
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation		2,570		2,355
Loss on disposal of assets		-		10
Stock-based compensation		100		85
Deferred income tax expense (benefit)		189		(123)
Change in inventory reserve		(174)		(15)
Provision for bad debts		(7)		3
Changes in working capital:
Trade accounts receivables		(1,411)		(903)
Inventories		343		(4,996)
Other current assets		(381)		814
Accounts payable and accrued expenses		2,223		1,135
Net cash provided by (used in) operating activities		4,608		(1,447)

*CASH FLOWS FROM INVESTING ACTIVITIES:*
Additions to property, plant and equipment		(1,386)		(3,529)
Proceeds from sales of property, plant and equipment		-		2
Net cash used in investing activities		(1,386)		(3,527)

*CASH FLOWS FROM FINANCING ACTIVITIES:*
Net (payments on) proceeds from lines of credit		(965)		804
Net (payments on) proceeds from export credit refinancing facility		(1,532)		3,600
Payments on capital leases		(11)		(30)
Proceeds from long-term bank debt		236		276
Payments on long-term bank debt		(947)		(815)
Proceeds from the issuance of common stock and exercise of common stock options		11		267
Net cash (used in) provided by financing activities		(3,208)		4,102
Effect of foreign currency exchange rate fluctuations on cash and cash equivalents		(198)		(128)
Net decrease in cash and cash equivalents		(184)		(1,000)
Cash and cash equivalents at beginning of period		2,920		2,799
Cash and cash equivalents at end of period	$	2,736	$	1,799

Supplemental cash flow disclosures:
Interest paid	$	275	$	286
Income taxes paid	$	78	$	214
See accompanying notes.

TOR Minerals International, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
(Unaudited)

Note 1.

Accounting Policies

Basis of Presentation and Use of Estimates

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). The interim condensed consolidated 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”) with all significant intercompany transactions eliminated. In our opinion, all adjustments (consisting only of normal recurring adjustments) necessary for a fair statement of the 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 such SEC rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2013, in our Annual Report on Form 10-K filed with the SEC on March 10, 2014. Operating results for the three and nine month periods ended September 30, 2014, are not necessarily indicative of the results for the year ending December 31, 2014.

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 and state income tax expense of approximately $163,000 and $2,000, respectively, and foreign tax benefit of approximately $104,000 for the three month period ended September 30, 2014, as compared to a federal tax benefit of approximately $103,000 and state income tax expense of approximately $2,000 and foreign tax expense of approximately $134,000 for the same three month period in 2013.

For the nine month period ended September 30, 2014, income taxes consisted of federal and state income tax expense of approximately $220,000 and $7,000, respectively, and foreign tax expense of approximately $60,000, as compared to a federal tax benefit of approximately $88,000 and state income tax expense of approximately $7,000 and foreign tax expense of approximately $148,000 for the same nine month period in 2013. Taxes are based on an estimated annualized consolidated effective rate of 19.9% for the year ended December 31, 2014.

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, 2011 through December 31, 2013. Our state return, which is filed in Texas, is subject to examination for the tax years ended December 31, 2009 through December 31, 2013. Our tax returns in various non-U.S. jurisdictions are subject to examination for various tax years dating back to December 31, 2008.

As of January 1, 2014, we did not have any unrecognized tax benefits and there was no change during the nine month period ended September 30, 2014. In addition, we did not recognize any interest and penalties in our condensed consolidated financial statements during the three and nine month periods ended September 30, 2014. 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
(Unaudited)

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, 2014 and December 31, 2013, in thousands:

		September 30,
		2014		December 31,
		(Unaudited)		2013
Fixed Rate term note payable to a U.S. bank, with an interest rate of 5.5% at September 30, 2014, due January 1, 2016, secured by real estate, leasehold improvements, property, plant and equipment, inventory and accounts receivable of our U.S. operation.	$	595	$	911
Fixed rate Euro term note payable to a Netherlands bank, with an interest rate of 3.85% at September 30, 2014, due July 1, 2029, secured by TPT's land and office building purchased July 2004. (€240)		304		351
Fixed rate Euro term note payable to a Netherlands bank, with an interest rate of 3.3% at September 30, 2014, due January 31, 2030, secured by TPT's land and building purchased January 2005. (€266)		337		386
Fixed rate Euro term note payable to a Netherlands bank, with an interest rate of 4.05% at September 30, 2014, due July 31, 2015, secured by TPT's assets. (€21)		26		80
Fixed rate Euro term note payable to a Netherlands bank, with an interest rate of 4.25% at September 30, 2014. Paid in full on June 30, 2014.		-		139
Malaysian Ringgit term note payable to a Malaysian bank, with a fixed interest rate of 5.2% at September 30, 2014, due March 1, 2015, secured by TMM's property, plant and equipment. (RM 1,750)		533		801
Malaysian Ringgit term note payable to a Malaysian bank, with a fixed interest rate of 5.2% at September 30, 2014, due October 25, 2018, secured by TMM's property, plant and equipment. (RM 4,500)		1,372		1,290
Total		3,167		3,958
Less current maturities		1,159		1,040
Total long-term debt - financial institutions	$	2,008	$	2,918

TOR Minerals International, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
(Unaudited)

Short-term Debt

U.S. Operations

On December 31, 2010, the Company entered into a credit agreement, as amended, (the “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 which reduced the minimum interest rate floor on the Line from 5.5% to 4.5%.

On January 14, 2014, the Company entered into the third amendment (the “Third Amendment”) with the Lender. Under the terms of the Third Amendment, the Company is required to maintain a ratio of cash flow to debt service of 1.0 to 1.0 for the four month period ended April 30, 2014, six month period ending June 30, 2014, nine month period ending September 30, 2014, and twelve month period ending December 31, 2014. Thereafter, the required ratio of cash flow to debt service shall be 1.25 to 1.0 measured on a rolling four quarter basis as originally detailed in the Agreement. The Company was in compliance with the ratio of cash flow to debt service for the nine month period ended September 30, 2014.

On August 1, 2014, the Company and the Lender entered into the fourth amendment which extended the maturity date on the Line from October 15, 2014 to October 15, 2015 and released as collateral the $350,000 certificate of deposit pledged as additional security in the Third Amendment to the agreement. Under the terms of the Agreement, as amended, the amount the Company is entitled to borrow under the Line is subject to a defined borrowing base, which is based on the Company’s eligible accounts receivable and inventory. 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, 2014, no funds were outstanding on the Line.

European Operations

On March 20, 2007, our subsidiary, TPT, entered into a short-term credit facility (the “Credit Facility”) with Rabobank which increased TPT’s line of credit from €650,000 to €1,100,000. The Credit Facility was renewed on January 1, 2010 and has no stated maturity date. The Credit Facility, which has a variable interest rate of bank prime plus 2.8% (currently at 3.316%), is secured by TPT’s accounts receivable and inventory. At September 30, 2014, TPT had utilized €53,000 ($68,000) of its short-term Credit Facility.

TPT’s loan agreements covering both the Credit Facility and the term loans include subjective acceleration clauses that allow Rabobank to accelerate payment if, in the judgment of Rabobank, there are adverse changes in our business. We believe that such subjective acceleration clauses are customary in The Netherlands for such borrowings. However, if demand is made by Rabobank, we may be unable to refinance the demanded indebtedness, in which case Rabobank could foreclose on the assets of TPT.

TOR Minerals International, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
(Unaudited)

Asian Operations

On August 31, 2014, our subsidiary, TMM, amended its banking facility with HSBC Bank of Malaysia Berhad (“HSBC”) to extend the maturity date from April 30, 2014 to June 30, 2015. The HSBC facility includes the following in RM: (1) overdraft of RM 500,000 ($152,000); (2) an import/export line (“ECR”) of RM 10,460,000 ($3,188,000; and (3) a foreign exchange contract limit of RM 5,000,000 ($1,524,000).

On August 15, 2014, TMM amended its banking facility with RHB Bank Berhad (“RHB”) to extend the maturity date from March 24, 2014 to April 1, 2015. The RHB facility includes the following: (1) an overdraft line of credit up to RM 1,000,000 ($304,000); (2) an ECR of RM 7,300,000 (2,225,000); (3) a bank guarantee of RM 1,200,000 ($365,000); and (4) a foreign exchange contract limit of RM 25,000,000 ($7,621,000). At September 30, 2014, the outstanding balance on the foreign exchange contract was RM 1,172,000 ($357,000) at a current interest rate of 2.20%.

The banking facilities with both HSBC and RHB bear an interest rate on the overdraft facilities at 1.25% over bank prime and the ECR facilities bear interest at 1.0% above the funding rate stipulated by the Export-Import Bank of Malaysia Berhad. The ECR, a government supported financing arrangement specifically for exporters, is used by TMM for short-term financing of up to 180 days against customers’ and inter-company shipments. At September 30, 2014, the outstanding balance on the ECR facilities was RM 7,645,000 ($2,330,000) at a current interest rate of 5.2%.

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 provide that the banks may demand repayment at any time. We believe such 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. 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
(Unaudited)

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, 2014 and December 31, 2013, in thousands. The Company did not hold any non-financial assets and/or non-financial liabilities subject to fair value measurements at September 30, 2014 or at December 31, 2013.

		Fair Value Measurements
		Total		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Current Liability
September 30, 2014
Currency forward contracts	$	21	$	-	$	21	$	-
December 31, 2013
Currency forward contracts	$	14	$	-	$	14	$	-

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 rate included under “Other Expense” on the Company’s condensed consolidated income statements. 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 condensed 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, in thousands:

		September 30, 2014				December 31, 2013
		Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term debt, including current portion	$	3,167	$	2,977	$	3,958	$	3,697

The carrying amounts reported in the condensed 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
(Unaudited)

Note 4.

Capital Leases

On September 4, 2011, TPT entered into a financial lease agreement with Diependael Leasing, BV for equipment related to the production of ALUPREM. The cost of the equipment under the capital lease, in the amount of approximately €38,360 ($52,500), is included in the condensed consolidated balance sheets as property, plant and equipment. Accumulated amortization of the leased equipment at September 30, 2014 was approximately €35,166 ($48,000). The lease agreement, which had a net present value of €9,168 ($12,000) at December 31, 2013, matured on August 4, 2014.

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,
		2014		2013		2014		2013
Numerator:
Net Income	$	296	$	113	$	1,156	$	188
Numerator for basic earnings per share - income available to common shareholders		296		113		1,156		188
Effect of dilutive securities:
Numerator for diluted earnings per share - income available to common shareholders after assumed conversions	$	296	$	113	$	1,156	$	188

Denominator:
Denominator for basic earnings per share - weighted-average shares		3,014		3,012		3,014		2,999
Effect of dilutive securities:
Employee stock options		4		8		1		2
Warrants		376		402		388		270
Dilutive potential common shares		380		410		389		272
Denominator for diluted earnings per share - weighted-average shares and assumed conversions		3,394		3,422		3,403		3,271
*Basic earnings per common share*	$	0.10	$	0.04	$	0.38	$	0.06
*Diluted earnings per common share*	$	0.09	$	0.03	$	0.34	$	0.06

For the three and nine month periods ended September 30, 2014 and 2013, approximately 134,000 and 88,000, respectively, of shares issuable upon exercise of employee stock options were excluded from the calculation of diluted earnings per share as the exercise price was greater than the average market price of the common shares and, therefore, the effect would be anti-dilutive.

TOR Minerals International, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
(Unaudited)

Note 6.

Segment Information

The Company and its subsidiaries operate in the business of manufacturing flame retardants, engineered fillers and pigments in three geographic segments. All U.S. manufacturing is done at the facility located in Corpus Christi, Texas. Foreign manufacturing is done by the Company’s wholly-owned foreign operations, TMM, located in Malaysia and TPT, located in The Netherlands. 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

As of and for the three months ended:
*September 30, 2014*
Net Sales:
Customer sales	$	8,137	$	2,341	$	839	$	-	$	11,317
Intercompany sales		-		1,936		2,430		(4,366)		-
Total Net Sales	$	8,137	$	4,277	$	3,269	$	(4,366)	$	11,317

Location income (loss)	$	135	$	215	$	(201)	$	147	$	296

*September 30, 2013*
Net Sales:
Customer sales	$	7,680	$	2,124	$	1,066	$	-	$	10,870
Intercompany sales		53		1,674		1,703		(3,430)		-
Total Net Sales	$	7,733	$	3,798	$	2,769	$	(3,430)	$	10,870

Location income (loss)	$	(389)	$	353	$	80	$	69	$	113
As of and for the nine months ended:
*September 30, 2014*
Net Sales:
Customer sales	$	24,534	$	8,148	$	4,159	$	-	$	36,841
Intercompany sales		58		5,903		6,315		(12,276)		-
Total Net Sales	$	24,592	$	14,051	$	10,474	$	(12,276)	$	36,841

Location income (loss)	$	181	$	1,362	$	(630)	$	243	$	1,156

Location assets	$	21,574	$	10,577	$	19,888	$	-	$	52,039

*September 30, 2013*
Net Sales:
Customer sales	$	23,264	$	6,300	$	3,465	$	-	$	33,029
Intercompany sales		110		4,997		7,342		(12,449)		-
Total Net Sales	$	23,374	$	11,297	$	10,807	$	(12,449)	$	33,029

Location income (loss)	$	(361)	$	618	$	(113)	$	44	$	188

Location assets	$	21,048	$	11,305	$	26,268	$	-	$	58,621

TOR Minerals International, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
(Unaudited)

Product sales of inventory between the U.S., Asian and European operations are based on inter-company pricing, which includes an inter-company profit margin. In the geographic information, the location profit (loss) from all locations 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 consisted of SR, HITOX, ALUPREM and TIOPREM.

Note 7.

Stock Options and Equity Compensation Plan

For the three and nine month periods ended September 30, 2014, the Company recorded stock-based employee compensation expense of $30,000 and $100,000, respectively. For the three and nine month periods ended September 30, 2013, the Company recorded stock-based employee compensation expense of $23,000 and $85,000, respectively. This compensation expense is included in the selling, general and administrative expenses in the accompanying condensed consolidated income statements.

The Company granted 20,500 options during the nine month period ended September 30, 2014 and 21,000 options during the same period of 2013.

As of September 30, 2014, there was approximately $403,000 of stock-based employee compensation expense related to non-vested awards which is expected to be recognized over a weighted average period of 2.93 years.

As most options issued under the Company’s 2000 Incentive Plan are incentive stock options, the Company does not normally receive significant excess tax benefits relating to the compensation expense recognized on vested options.

Note 8.

Inventories

Following is a summary of inventory at September 30, 2014 and December 31, 2013, in thousands:

		September 30,		December 31,
		2014		2013
Raw materials	$	13,249	$	12,852
Work in progress		2,119		1,866
Finished goods		4,187		5,306
Supplies		1,063		1,034
Total Inventories		20,618		21,058
Inventory reserve		(131)		(305)
Net Inventories	$	20,487	$	20,753

TOR Minerals International, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
(Unaudited)

Note 9.

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 Asian operation, through the use of foreign currency contracts. Foreign 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 condensed consolidated balance sheets and changes in the fair value are recognized in earnings in the period of the change.

At September 30, 2014, we marked these contracts to market, recording $21,000 as a current liability on the condensed consolidated balance sheet. For the three month and nine month periods ended September 30, 2014, we recorded a net loss on these contracts of $21,000 and a net gain $2,000, respectively, as a component of our net income. For the three and nine month periods ended September 30, 2013, we recorded a net loss on these contracts of $23,000 and a net gain of $1,000, respectively, as a component of our net income.

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 condensed consolidated balance sheets at September 30, 2014 and December 31, 2013, in thousands:

Liability Derivatives
Derivative Instrument	Location		September 30, 2014		December 31, 2013
Foreign Currency Exchange Contracts	Accrued Expenses	$	21	$	14

The following table summarizes, in thousands, the impact of the Company’s derivatives on the condensed consolidated income statements for the three and nine month periods ended September 30, 2014 and 2013:

			Amount of Gain Recognized in Operations
Derivative	Location of Gain (loss) on Derivative		Three Months Ended September 30,				Nine Month Ended September 30,
Instrument	Instrument		2014		2013		2014		2013
Foreign Currency Exchange Contracts	Gain (loss) on foreign currency exchange rate	$	(21)	$	(23)	$	2	$	1

TOR Minerals International, Inc. and Subsidiaries
Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 TiO2-color hybrid pigments, are designed for use in plastics, coatings, paints and catalysts 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. TPT, our European operation, is located in Hattem, Netherlands, and TMM, our Asian operation, is located in Ipoh, Malaysia. Following is a list of our current specialty mineral products and a brief description of the unique characteristics which lend to the high performance of these specialty products.

ALUPREM®

Premium Alumina Trihydrate (ATH) and Boehmite (AMH) products are produced at our European operation and are designed for the most demanding worldwide applications. In-house engineered surface treatment is available for enhanced performance benefits.

ALUPREM TB and SR Boehmite alumina products are suitable for a broad range of applications including wire and cable, printed circuit boards, catalysts, high-tech polishing, coatings and pigments. Performance benefits include high temperature flame retardant, improved mechanical properties and scratch resistance, good resin compatibility and high brightness.

ALUPREM XHL is specially designed ATH for “Extra High Loading” to meet more stringent flame retardant and smoke suppressant requirements for sheet molding compound (“SMC”), bulk molding compound (“BMC”), pultrusion and other thermoset composite applications.

ALUPREM TA Bayer and TG ultra-white / translucent grade ATH products are designed for color critical applications like Solid Surface and performance driven uses such as wire and cable.

HITOX®

HITOX (high grade titanium dioxide) is a high quality, cost-effective, beige colored titanium dioxide pigment produced at both our U.S. and Asian operations. In products which require opacity and color, HITOX can reduce the amount of expensive organic and inorganic pigments as well as white TiO2. HITOX is used in a broad range of paint and coatings and plastics applications including architectural, coil backers, powder, container, wood, traffic, paper, primers, adhesive and sealants, roof coatings and PVC.

BARTEX® and BARYPREM®

High whiteness and brightness, chemical inertness and controlled particle sizing are features of BARTEX. Barium Sulfate’s high density is one of the primary reasons it is used as a pigment. Suitable for use in both acid and basic conditions, BARTEX gives weight and body to products ranging from powder coatings to rubber products and plastics. BARTEX is also used as an extender pigment in top coats and primers.

TOR Minerals International, Inc. and Subsidiaries
Management’s Discussion and Analysis of Financial Condition and Results of Operations

OPTILOAD®

OPTILOAD ATH is specially developed for “Optimum Loading”, offering a halogen-free solution for passing the most stringent flame retardant and smoke suppressant requirements. With increasing legislative concerns over smoke and toxicity associated with older halogenated systems, interest in re-formulation with OPTILOAD is growing. Produced at our U.S. operation, the low viscosity OPTILOAD series offers high performance in a wide range of thermoset composite applications including SMC, BMC, pultrusion, resin infusion and spray-up / hand lay-up.

HALTEX®

HALTEX ATH is an economical, non-toxic, flame retardant and smoke suppressant filler produced at our U.S. operation for supply to the North American market. HALTEX features tightly controlled particle sizing to meet specific application performance requirements. Quality is suitable for a broad range of uses including electrical components, SMC, BMC, adhesives and sealants, roof coatings, foam insulation and rubber mining belts.

TIOPREM®

TIOPREM is a high performance TiO2 colored hybrid pigment produced at both the U.S. and Asian operations. TIOPREM offers excellent heat stability making it suitable for use in high temperature resins and coatings. Typical applications are plastic master batch, color concentrates and liquid color. TIOPREM exhibits good opacity and is cost-effective in formulation, partially replacing more expensive heat stable pigments as well as white Titanium Dioxide.

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 slow down typically results in decreased pigment consumption. When the construction industry or the economy is in a period of decline, TOR's sales and profit are likely to be adversely affected.

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 currency to the U.S. Dollar.

TOR Minerals International, Inc. and Subsidiaries
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Following are our results for the three and nine month periods ended September 30, 2014 and 2013.

		(Unaudited)
(In thousands, except per share amounts)		Three Months Ended September 30,				Nine Months Ended September 30,
		2014		2013		2014		2013
NET SALES	$	11,317	$	10,870	$	36,841	$	33,029
Cost of sales		9,809		9,289		31,674		28,242
GROSS MARGIN		1,508		1,581		5,167		4,787
Technical services and research and development		50		135		150		459
Selling, general and administrative expenses		1,092		1,119		3,319		3,644
Loss on disposal of assets		-		-		-		10
OPERATING INCOME		366		327		1,698		674
OTHER INCOME (EXPENSE):
Interest expense, net		(85)		(103)		(275)		(286)
Gain (Loss) on foreign currency exchange rate		71		(84)		10		(151)
Other, net		5		6		10		18
INCOME BEFORE INCOME TAX		357		146		1,443		255
Income tax expense		61		33		287		67
NET INCOME	$	296	$	113	$	1,156	$	188

Results of Operations

Net Sales : Consolidated net sales increased approximately 4%, or $447,000, and 12%, or $3,812,000, for the three and nine month periods ended September 30, 2014, respectively. The growth in sales for both the three and nine month periods of 2014 is primarily related to an increase in volume of our specialty mineral products, ALUPREM and BARTEX.

Following is a summary of our consolidated products sales for the three and nine month periods ended September 30, 2014 and 2013 (in thousands). All inter-company sales have been eliminated.

		(Unaudited)
		Three Months Ended September 30,									Nine Months Ended September 30,
Product		2014			2013			Variance			2014			2013			Variance
ALUPREM	$	4,450	39%	$	3,432	32%	$	1,018	30%	$	14,195	38%	$	10,456	32%	$	3,739	36%
HITOX		3,425	30%		3,717	34%		(292)	-8%		10,569	29%		11,553	35%		(984)	-9%
BARTEX / BARYPREM		2,280	20%		2,135	19%		145	7%		6,926	19%		6,180	19%		746	12%
HALTEX / OPTILOAD		750	7%		877	8%		(127)	-14%		2,491	7%		2,627	8%		(136)	-5%
TIOPREM		215	2%		408	4%		(193)	-47%		716	2%		1,555	4%		(839)	-54%
SYNTHETIC RUTILE		-	0%		96	1%		(96)	100%		1,365	4%		96	<1%		1,269	1322%
OTHER		197	2%		205	2%		(8)	-4%		579	1%		562	2%		17	3%
Total	$	11,317	100%	$	10,870	100%	$	447	4%	$	36,841	100%	$	33,029	100%	$	3,812	12%

TOR Minerals International, Inc. and Subsidiaries
Management’s Discussion and Analysis of Financial Condition and Results of Operations

ALUPREM sales increased 30% for the three month period ended September 30, 2014 and 36% for the nine month period ended September 30, 2014, primarily related to an increase in volume and selling price. For the third quarter, volume and selling price increased approximately 20% and 10%, respectively, and for the nine month period volume and selling price increased approximately 25% and 11%, respectively.

HITOX sales decreased 8% and 9% for both the three and nine month periods ended September 30, 2014, respectively, primarily due to the weakness in the global TiO2 market, as well as the entry into the TiO2 market by producers of white TiO2 in China. For the third quarter of 2014, volume and selling price decreased approximately 5% and 3%, respectively, and for the nine month period ended September 30, 2014, volume decreased approximately 2% and selling price decreased approximately 7%.

BARTEX/BARYPREM sales increased 7% and 12% during the three and nine month periods ended September 30, 2014, respectively. For the three and nine month periods, volume increased approximately 5% and 11%, respectively, and selling price accounted for approximately 2% and 1%, respectively.

HALTEX/OPTILOAD sales decreased 14% and 5% for the three and nine month periods ended September 30, 2014, respectively. For the quarter ended September 30, 2014, volume decreased approximately 22% and product mix resulted in an increase of approximately 8%. The year to date decline consisted of a decrease in volume of approximately 7% which was partially offset by a change in product mix resulting in an increase of approximately 2%.

TIOPREM sales decreased 47% and 54% for the three and nine month periods ended September 30, 2014, respectively. Volume decreased 34% during the third quarter of 2014 and the selling price decreased 13%. For the year to date period, sales volume decreased 48% and the selling price decreased 6%.

Synthetic Rutile (“SR”) represented approximately 4% and less than 1% of our overall sales during the nine month periods ended September 30, 2014 and 2013, respectively. While producers of white TiO2 in China have contributed to the overall weakness in the global TiO2 market, historically, we have not sold SR on a regular basis to third-party customers. Our SR is typically produced for our own internal consumption. We did not sell SR during the third quarter of 2014; whereas, SR sales to third parties accounted for approximately 1% of the total consolidated sales during the third quarter of 2013.

TOR Minerals International, Inc. and Subsidiaries
Management’s Discussion and Analysis of Financial Condition and Results of Operations

U.S. Operations

Our U.S. operation manufactures and sells HITOX, BARTEX, HALTEX/OPTILOAD and TIOPREM to third-party customers. In addition, we purchase ALUPREM and HITOX from our subsidiaries, TPT and TMM, for distribution in the Americas. Following is a summary of net sales for our U.S. operation for the three and nine month periods ended September 30, 2014 and 2013 (in thousands), as well as a summary of the material changes. All inter-company sales have been eliminated.

		(Unaudited)
		Three Months Ended September 30,									Nine Months Ended September 30,
Product		2014			2013			Variance			2014			2013			Variance
ALUPREM	$	2,760	34%	$	2,012	26%	$	748	37%	$	8,239	34%	$	6,256	27%	$	1,983	32%
HITOX		2,361	29%		2,438	32%		(77)	-3%		7,017	29%		7,458	32%		(441)	-6%
BARTEX		1,908	24%		1,823	24%		85	5%		5,615	23%		5,105	22%		510	10%
HALTEX / OPTILOAD		750	9%		877	11%		(127)	-14%		2,491	10%		2,627	11%		(136)	-5%
TIOPREM		168	2%		365	5%		(197)	-54%		614	2%		1,337	6%		(723)	-54%
OTHER		190	2%		165	2%		25	15%		558	2%		481	2%		77	16%
Total	$	8,137	100%	$	7,680	100%	$	457	6%	$	24,534	100%	$	23,264	100%	$	1,270	5%

ALUPREM sales in the U.S. increased 37% and 32% for the three and nine month periods ended September 30, 2014, respectively. The increase in U.S. ALUPREM sales for the three and nine month periods ended September 30, 2014 is due to an increase in volume of a significant customer.

HITOX sales decreased 3% for the three month period ended September 30, 2014, due to a decrease in volume of 3% as compared to the same period of 2013, primarily related to the continued weakening of the TiO2 market which is driving down the global demand of TiO2 products. For the nine month period ended September 30, 2014, the 6% decrease in HITOX sales was primarily related to a decrease in selling price and volume of approximately 3% each.

BARTEX sales increased 5% and 10% the three and nine month periods ended September 30, 2014, respectively. For the third quarter of 2014, volume and selling price increased approximately 4% and 1%, respectively; and for the nine month period ended September 30, 2014, the increase in volume of 11% was partially offset by a decrease due to product mix of 1%.

TIOPREM sales in the U.S. decreased 54% during both the three and nine month periods ended September 30, 2014. For the third quarter of 2014, volume decreased 40% and selling price decreased 14%; and for the nine month period ended September 30, 2014, volume decreased 48% and selling price decreased sales 6%.

TOR Minerals International, Inc. and Subsidiaries
Management’s Discussion and Analysis of Financial Condition and Results of Operations

European Operations

Our subsidiary in The Netherlands, TPT, manufactures and sells ALUPREM to third-party customers, as well as to our U.S. operation for distribution to U.S. customers. In addition, TPT purchases HITOX from TMM for distribution in Europe. The following table represents TPT’s sales (in thousands) for the three and nine month periods ended September 30, 2014 and 2013 to third-party customers. All inter-company sales have been eliminated.

		(Unaudited)
		Three Months Ended September 30,									Nine Months Ended September 30,
Product		2014			2013			Variance			2014			2013			Variance
ALUPREM	$	1,690	72%	$	1,420	67%	$	270	19%	$	5,956	73%	$	4,200	67%	$	1,756	42%
BARYPREM		372	16%		312	17%		60	19%		1,311	16%		1,075	15%		236	22%
HITOX		253	11%		370	15%		(117)	-32%		805	10%		952	17%		(147)	-15%
TIOPREM		26	1%		22	1%		4	18%		76	1%		73	1%		3	4%
Total	$	2,341	100%	$	2,124	100%	$	217	10%	$	8,148	100%	$	6,300	100%	$	1,848	29%

ALUPREM sales in Europe increased 19% for the three month period ended September 30, 2014, primarily due to product mix of 27% which was partially offset by a decrease in volume of approximately 8%. For the nine month period ended September 30, 2014, ALUPREM sales increased 42% primarily due to an increase in volume of 17%, product mix of 24% and the impact of the change in the foreign currency rate of approximately 1%. The increase in volume and product mix is primarily related to our continued development of new high performance, specialty mineral products, as well as our focus on product innovation and technical support which has enabled TPT to grow its customer base.

BARYPREM sales in Europe increased 19% for the three month period ended September 30, 2014, primarily due to an increase in volume and selling price of approximately 15% and 4%, respectively. For the nine month period ended September 30, 2014, sales increased 22%, primarily due to an increase in volume, selling price and the impact of the change in the foreign currency rate of approximately 13%, 8% and 1%, respectively.

HITOX sales in Europe decreased 32% for the third quarter of 2014, primarily due to a decrease in volume of approximately 30% and selling price of approximately 2%. For the nine month period ended September 30, 2014, HITOX sales decreased approximately 15%, primarily due to a decrease in volume and selling price of approximately 12% and 3%, respectively. The European HITOX sales continue to be impacted by the overall weakness in the global TiO2 market.

TIOPREM sales in Europe increased 18% during the third quarter of 2014, primarily due to an increase in volume. For the nine month period ended September 30, 2014, TIOPREM sales increased approximately 4%, primarily due to product mix.

TOR Minerals International, Inc. and Subsidiaries
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Asian Operations

Our subsidiary in Malaysia, TMM, manufactures and sells HITOX and SR to third-party customers, as well as to our U.S. operation and TPT. The following table represents TMM’s sales (in thousands) for the three and nine month periods ended September 30, 2014 and 2013 to third-party customers. All inter-company sales have been eliminated.

		(Unaudited)
		Three Months Ended September 30,									Nine Months Ended September 30,
Product		2014			2013			Variance			2014			2013			Variance
HITOX	$	811	97%	$	909	85%	$	(98)	-11%	$	2,747	66%	$	3,143	91%	$	(396)	-13%
TIOPREM		21	2%		21	2%		-	0%		26	1%		145	4%		(119)	-82%
SYNTHETIC RUTILE		-	0%		96	9%		(96)	0%		1,365	33%		96	3%		1,269	100%
OTHER		7	1%		40	4%		(33)	-83%		21	> 1%		81	2%		(60)	-74%
Total	$	839	100%	$	1,066	100%	$	(227)	-21%	$	4,159	100%	$	3,465	100%	$	694	20%

HITOX sales in Asia decreased 11% and 13% for the three and nine month periods ended September 30, 2014, respectively, primarily due to a decrease in selling price. The HITOX market in Asia continues to decline due to the weakness in the TiO2 market, as well as the entry into the TiO2 market by producers of white TiO2 in China.

TIOPREM sales in Asia were flat for the three month periods ended September 30, 2014 and 2013. For the nine month period ended September 30, 2014 sales decreased 82%, primarily due to a volume and selling price decrease of approximately 79% and 3%, respectively.

SR represented 33% and 3% of TMM’s overall sales during the nine month periods ended September 30, 2014 and 2013. While producers of white TiO2 in China have contributed to the overall weakness in the global TiO2 market, historically, we have not sold SR on a regular basis to third-party customers. Our SR is typically produced for our own internal consumption. We did not sell SR during the third quarter of 2014; whereas, SR sales to third parties accounted for approximately 9% of the TMM’s overall sales during the third quarter of 2013.

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, 2014 and 2013, in thousands.

		(Unaudited)
		Three Months Ended September 30,				Nine Months Ended September 30,
		2014		2013		2014		2013
NET SALES	$	11,317	$	10,870	$	36,841	$	33,029
Cost of sales		9,809		9,289		31,674		28,242
GROSS MARGIN	$	1,508	$	1,581	$	5,167	$	4,787
GROSS MARGIN %		13.3%		14.5%		14.0%		14.5%

For the three month period ended September 30, 2014, gross margin decreased approximately 2%. The primary factor influencing the decrease in gross margin was related to the SR plant at TMM being idle for one month during the third quarter of 2014, whereas, it was in operation the entire three months of the third quarter of 2013.

For the nine month period ended September 30, 2014, the gross margin remained flat at 14%.

Selling, General, Administrative and Expenses (“SG&A”) : SG&A expense decreased approximately 2% during the three month period ended September 30, 2014, primarily due to a decrease in salaries and travel of approximately 4% and 3%, respectively, which were partially offset by an increase in various SG&A expenses of 5%.

For the nine month period ended September 30, 2014, SG&A expenses decreased approximately 9%, primarily due to a decrease in salaries and selling expense of approximately 9% and 4%, respectively, which were partially offset by an increase in various SG&A expenses of 4%.

Interest Expense : Net interest expense decreased approximately $18,000 for the third quarter of 2014 and approximately $11,000 for the nine month period ended September 30, 2014, as compared to the same periods of 2013, primarily due to a decrease in our long and short-term financing at each of the three operations.

Income Taxes : Income taxes consisted of federal and state income tax expense of approximately $163,000 and $2,000, respectively, and foreign tax benefit of approximately $104,000 for the three month period ended September 30, 2014, as compared to a federal tax benefit of approximately $103,000 and state income tax expense of approximately $2,000 and foreign tax expense of approximately $134,000 for the same three month period in 2013.

TOR Minerals International, Inc. and Subsidiaries
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity, Capital Resources and Other Financial Information

Long-term Debt – Financial Institutions

Following is a summary of our long-term debt to financial institutions as of September 30, 2014 and December 31, 2013, in thousands:

		September 30,
		2014		December 31,
		(Unaudited)		2013
Fixed Rate term note payable to a U.S. bank, with an interest rate of 5.5% at September 30, 2014, due January 1, 2016, secured by real estate, leasehold improvements, property, plant and equipment, inventory and accounts receivable of our U.S. operation.	$	595	$	911
Fixed rate Euro term note payable to a Netherlands bank, with an interest rate of 3.85% at September 30, 2014, due July 1, 2029, secured by TPT's land and office building purchased July 2004. (€240)		304		351
Fixed rate Euro term note payable to a Netherlands bank, with an interest rate of 3.3% at September 30, 2014, due January 31, 2030, secured by TPT's land and building purchased January 2005. (€266)		337		386
Fixed rate Euro term note payable to a Netherlands bank, with an interest rate of 4.05% at September 30, 2014, due July 31, 2015, secured by TPT's assets. (€21)		26		80
Fixed rate Euro term note payable to a Netherlands bank, with an interest rate of 4.25% at September 30, 2014. Paid in full on June 30, 2014.		-		139
Malaysian Ringgit term note payable to a Malaysian bank, with a fixed interest rate of 5.2% at September 30, 2014, due March 1, 2015, secured by TMM's property, plant and equipment. (RM 1,750)		533		801
Malaysian Ringgit term note payable to a Malaysian bank, with a fixed interest rate of 5.2% at September 30, 2014, due October 25, 2018, secured by TMM's property, plant and equipment. (RM 4,500)		1,372		1,290
Total		3,167		3,958
Less current maturities		1,159		1,040
Total long-term debt - financial institutions	$	2,008	$	2,918

TOR Minerals International, Inc. and Subsidiaries
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Short-term Debt

U.S. Operations

European Operations

TOR Minerals International, Inc. and Subsidiaries
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Asian Operations

On August 31, 2014, our subsidiary, TMM, amended its banking facility with HSBC Bank of Malaysia Berhad (“HSBC”) to extend the maturity date from April 30, 2014 to June 30, 2015. The HSBC facility includes the following in RM: (1) overdraft of RM 500,000 ($152,000); (2) an import/export line (“ECR”) of RM 10,460,000 ($3,188,000); and (3) a foreign exchange contract limit of RM 5,000,000 ($1,524,000.

On August 25, 2014, TMM amended its banking facility with RHB Bank Berhad (“RHB”) to extend the maturity date from March 24, 2014 to April 1, 2015. The RHB facility includes the following: (1) an overdraft line of credit up to RM 1,000,000 ($304,000); (2) an ECR of RM 7,300,000 ($2,225,000); (3) a bank guarantee of RM 1,200,000 ($365,000); and (4) a foreign exchange contract limit of RM 25,000,000 ($7,621,000). At September 30, 2014, the outstanding balance on the foreign exchange contract was RM 1,172,000 ($357,000) at a current interest rate of 2.20%.

TOR Minerals International, Inc. and Subsidiaries
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cash and Cash Equivalents

As noted on the following table, cash and cash equivalents decreased $184,000 for the nine months ended September 30, 2014 as compared to a decrease of $1,000,000 for the nine months ended September 30, 2013, in thousands.

		(Unaudited)
		Nine Months Ended September 30,
		2014		2013
Net cash provided by (used in)
Operating activities	$	4,608	$	(1,447)
Investing activities		(1,386)		(3,527)
Financing activities		(3,208)		4,102
Effect of exchange rate fluctuations		(198)		(128)
Net decrease in cash and cash equivalents	$	(184)	$	(1,000)

Operating Activities

Operating activities provided cash of $4,608,000 during the first nine months of 2014 as compared to using cash of $1,447,000 during the same period of 2013. Following are the major changes in working capital affecting cash used by operating activities for the nine month period ended September 30, 2014:

· Accounts Receivable : Accounts receivable increased $1,411,000 during the first nine months of 2014. The increase in accounts receivable is primarily due to stronger sales in the third quarter of 2014 compared to the fourth quarter of 2013. Accounts receivable increased $1,810,000 at the U.S. operation and $219,000 at TPT and decreased $618,000 at TMM.

· Inventories : Inventories decreased $343,000 during the first nine months of 2014. Inventories at the U.S. operation increased $1,763,000, primarily related to an increase in raw materials. TPT’s inventory increased approximately $123,000, primarily related to an increase in raw materials and TMM’s inventory decreased approximately $2,229,000, primarily related to a decrease in raw materials.

· Other Current Assets : Other current assets increased $381,000 during the first nine months of 2014. Prepaid expenses at the U.S. operation increased $102,000, primarily related to the timing of insurance premiums, TPT’s increased $233,000, primarily due to the prepayment of payroll taxes, deposits on equipment parts and timing of insurance premiums and TMM’s increased $46,000, primarily due to the timing of deposits paid on equipment.

· Accounts Payable and Accrued Expenses : Trade accounts payable and accrued expenses increased $2,223,000 during the first nine months of 2014. Accounts payable and accrued expenses at the U.S. operation increased $400,000, primarily related to the timing of raw material purchases; TPT’s increased $953,000, primarily related to capital expenditures and an increase in tax accruals; and TMM’s increased $870,000, primarily due to the timing of SR production.

TOR Minerals International, Inc. and Subsidiaries
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Investing Activities

We used cash of $1,386,000 in investing activities during the first nine months of 2014, primarily for the purchase of fixed assets as compared to $3,527,000 during the same period 2013. Net investments for each of our three locations are as follows:

· U.S. Operation : We invested approximately $320,000 and $645,000 in 2014 and 2013, respectively, primarily related to capital maintenance and production equipment.
· European Operation : We invested approximately $834,000 and $974,000 in 2014 and 2013, respectively, for new equipment to increase the production capacity of ALUPREM.
· Asian Operation : We invested approximately $232,000 and $1,908,000 in 2014 and 2013, respectively, primarily related to improved efficiency and yield of SR production.

Financing Activities

Financing activities used cash of $3,208,000 during the nine month period ended September 30, 2014 as compared to providing cash of $4,102,000 for the same period 2013. 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, 2014, as compared to an increase of $700,000 during the first nine months of 2013.

· European Operation: Borrowings on TPT’s line of credit decreased $923,000 during the nine month period ended September 30, 2014, as compared to an increase of $195,000 during the same period of 2013.

· Asian Operation: Borrowings on TMM’s line of credit decreased $42,000 during the nine month period ended September 30, 2014, as compared to a decrease of $91,000 during the same period of 2013.

Export Credit Refinancing Facility (ECR): TMM’s borrowing on the ECR decreased $1,532,000 during the nine month period ended September 30, 2014, as compared to an increase of $3,600,000 for the same period in 2013.
Capital Leases : Capital leases decreased approximately $11,000 during the first nine months of 2014 as compared to a decrease of approximately $30,000 for the same period in 2013.
Long-term Debt:

· U.S. Operation: Our U.S. long-term debt decreased $316,000 and $296,000 for the nine month periods ended September 30, 2014 and 2013, respectively.

· European Operation: TPT’s long-term debt decreased $211,000 and $326,000 for the nine month periods ended September 30, 2014 and 2013, respectively.

· Asian Operation: TMM’s long-term debt decreased $184,000 for the nine month period ended September 30, 2014 and increased $83,000 for the nine month period ended September 30, 2013.

Proceeds from Issuance of Common Stock: We received $11,000 from the issuance of common stock during the first nine months of 2014 related to the exercise of stock options. For the same nine month period of 2013, we received $267,000 from the issuance of common stock related to the exercise of stock options.

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 2013 Annual Report on Form 10-K except as noted above.

Item 4.

Controls and Procedures

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 is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

Exhibit 10.1

RHB Bank Berhad 6171-M
Level 10, Tower One, RHB Centre, Jalan Tun Razak,
50400 Kuala Lumpur, Malaysia
TEL +603 287 8888 FAX +603 9287 9000

PRIVATE & CONFIDENTIAL

10 ^th July 2014

TOR Minerals (M) Sdn Bhd
4 ½ Mile, Jalan Lahat
30200 Ipoh, Perak

Attention: Miss Loke Cheong Ching - Account Manager

Dear Madam,

RE: BANKING FACILITIES GRANTED TO TOR MINERALS (M) SDN BHD ("BORROWER")

Further to our Letter of Offer dated 17 ^th April 2008, 01 ^st June 2011, 25 ^th March 2013 and 25 ^th October 25, 2013 ("Letters of Offer"), we, RHB Bank Berhad ("the Bank") have decided on the following: -

(i) Renew/extend your existing banking facilities to 1 ^st April 2015;

(ii) Reduction in Multi Trade Lines facilities limit by RM2,000,000; and

(iii) Reduction in Term Loan facility limit by RM2,000,000;

subject to the following terms and conditions:-

1. THE BANKING FACILITIES

The banking facilities granted or to be granted to you are follows:

Facility	Limit/Existing Limit (RM)	New/Additional/ Reduction (RM)	Total/Revised Limit (RM)
Overdraft / Revolving Credit	1,000,000-00		1,000,000-00
Term Loan	3,200,000-00	(200,000-00)	3,000,000-00
Multi-Trade Line comprising Letter of Credit (Sight/Usance)/Trust Receipt/Bankers Acceptance/Bills Purchased/Export Credit Refinancing/Foreign Currency Trade Financing/Promissory Notes/Shipping Guarantee	9,300,000-00	(2,000,000-00)	7,300,000-00
(Tenor where applicable is up to 180 days)
Bankers Guarantee	1,200,000-00		1,200,000-00
Foreign Exchange Contract Line	25,000,000-00		25,000,000-00
Total	39,700,000-00	(2,200,000-00)	37,500,000-00

(hereinafter referred to as "the Banking Facility" and where the Banking Facility comprises more than one banking facilities, the expression "Banking Facility" shall where the context requires refer collectively to all and individually to each of the respective banking facilities comprising the Banking Facility)

2. AVAILABILITY PERIOD

2.1 The granting of the Banking Facility to you is at all times subject to availability of funds.

2.2 Term Loan - The Term Loan Facility is made available to you for drawdown for a period of twelve (12) months from the date of the Facility Agreement. Any further extension of the Availability Period shall be subject to the sole discretion of the Bank.

3. TENURE

3.1 The Banking Facility is subject to periodic review at the sole and absolute discretion of the Bank but notwithstanding such periodic review, the Banking Facility shall be repayable on demand.

3.2 Subject to and until such periodic review or demand under paragraph 4.1 hereof, the Banking Facility is for the following tenure:

Facility Tenure

Term Loan of RM3,000,000-00 For a period of 5 years from the date of first drawing inclusive of 6 months grace period for principal repayment. Interest shall be serviced in arrears every quarter from the date of the first drawdown.

4. SECURITY

The Banking Facility interest commissions and banking and/or other charges and expenses payable thereon or in connection therewith are to be secured by:-

4.1 Against the existing first legal charge over industrial property held under H.S. (D) Ka 1376/75, Lot 70808 and H.S. (D) Ka 1377/75, Lot 70809, both in Mukim of Ulu Kinta, District of Kinta, Perak.

4.2 Against the existing debenture over the fixed and floating assets of the company, both present and future dated 23 ^rd February 1991.

4.3 As a subsidiary document, a new Facility Agreement shall be executed.

4.4 Up-stamp of the existing debenture over fixed and floating assets (present and future) to secure the total Banking Facility.

4.5 Against the existing Letter of Support from Hitox Corporation of America, USA (presently known as TOR Minerals International Inc., USA) dated 25 ^th April 2000.

5. CONDITIONS FOR DRAWDOWN/UTILIZATION

5.1 In addition to the conditions precedent for drawdown as stipulated in the General Terms and Conditions annexed hereto, you shall also fulfill the following conditions precedent before you are allowed to drawdown on the Banking Facility:

5.1.1 Acceptance of the Letter of Offer.

51.2 Receipt of certified true copy of Borrower's constitutional documents.

5.1.3 Receipt of certified extract of the Borrower's Board Resolution authorizing the execution of Financing Documents, in accordance with the Memorandum and Article of Association and other corporate documents

5.1.4 The drawdown of the Term Loan shall be progressively against satisfactory evidence or purchase / invoice / progress billing claim / receipt for reimbursement. The Bank will finance only up to 65% of each invoice / billings and evidence must be provided that the balance of the cost has been paid and not financed by HSBC Bank Malaysia Berhad

5.1.5 For reimbursement, the condition in the Item 5.1.6 will apply and Borrower has to provide satisfactory evidence that it has been paid amount to be reimbursed

5.1.6 The Bank shall have received the payment in full of all fees, expenses and other amount payable.

5.2 If,

5.2.1 you shall fail to comply with any of the conditions precedent referred to in paragraph above and /or in the General Terms and Conditions annexed hereto and and/or any warranty or representation made by you to the Bank is incorrect, misleading or untrue; and/or

5.2.2 there has been a material adverse change in your condition, financial or otherwise after the date of the Letter of Offer;

you will not be entitled to utilize the Banking Facility and the Bank shall be entitled to cancel the Banking Facility hereby granted without any prior notice to you and you shall be liable to reimburse and /or indemnify the Bank for all costs and expenses (including legal costs and expenses) incurred by the Bank in connection with the approval and /or grant of the Banking Facility to you.

6. OTHER TERMS AND CONDITIONS

6.1 TOR Minerals International Inc., USA shall fund Borrower's bank debt shortfall in the event Borrower is unable to pay when it becomes due or upon occurrence of events of default.

6.2 You are to remain as a wholly owned subsidiary of TOR Minerals International Inc., USA throughout the tenure of the Banking Facility.

6.3 The financing under the Term Loan shall not be worse off than that the facility offered by HSBC Bank Malaysia Berhad for the same financing to upgrade your plant.

6.4 The Borrower shall not declare dividend for any financial year during the tenor of the Term Loan facility without the Bank's prior approval.

6.5 The Banking Facility available to you at our Ipoh Branch is to be actively utilized. In addition, you are to maintain a satisfactory current account with us.

6.6 Earmarking of the Overdraft / Multi Trade Lines facilities limits for utilization of Foreign Exchange Contract Line and Bankers Guarantee is allowed.

6.7 Utilization of Multi Trade Lines facilities is allowed to finance sales to your related companies as approved by the Bank as follows:-

(a) TOR Minerals International Inc., USA.

(b) TOR Processing & Trade B.V, Netherlands

6.8 The Bank reserves the right to disallow the continued utilization of the Banking Facility in the event that there are overdue payments.

6.9 If any of the provisions of this letter becomes invalid, illegal or unenforceable in respect of any law, the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired.

6.10 All the shareholder loans/advances shall be subordinated.

6.11 The Borrower is to submit to the Bank latest related parties debt ageing report analysis during the next review of the Banking Facilities.

6.12 A confirmation from TOR Minerals International Inc., USA that no additional security has been or will be given to HSBC Bank Malaysia Berhad for facilities to Borrower.

6.13 Completion of all legal documents including Co-Lenders Agreement / Security Sharing Agreement with RHB Bank Berhad and HSBC Bank Malaysia Berhad (if applicable).

6.14 Written consent from HSBC Bank Malaysia Berhad for the sharing of security over the Land and Debenture on a pri passu basis (if applicable).

7. ANNEXURES

The terms and conditions set put in the Annexures I and IA hereto form an integral part of this Letter of Offer and in the event of any conflict or discrepancy between the terms and conditions in this Letter of Offer and the terms and conditions in the Annexures, the terms and conditions in this Letter of Offer shall prevail.

This Letter of Offer shall supersede our previous Letter of Offer dated 10 ^th April 2014. Except as specifically amended or varied hereby, all terms and condition in our previous Letters of Offer and Facility Agreements(s), and in the security documents to secure the existing facilities shall remain in full force and effect and the Letters of Offer and Facility Agreement(s) and security documents as amended or varied by this Letter shall from and after the date hereof be read as a single integrated document incorporating the amendment(s) or variation(s) effected hereby.

Please indicate your acceptance of the Banking Facility upon the terms and conditions herein by signing the duplicate of this letter and returning the same to the Bank. In addition, you are required to execute such loan/security documents, which the Bank's solicitors shall advise are necessary for the protection of the Bank's interest.

We thank you for giving us the opportunity to be of service to you.

Yours faithfully

For RHB BANK BERHAD

Fazlina Othman Wan Amiruddin Wan Ahmad

Relationship Manager Senior Vice President

Corporate 2 Head-Corporate 2

Corporate Banking Division Corporate Banking Division

cc. Mr. Lee Kee Wooi, Corporate Banking (Ipoh Region)

I/We, the undersigned hereby confirm that I/We have read the terms and conditions set out above and in the Annexures hereto and taken note of the same. I/We hereby accept the Banking Facility upon the terms and conditions mentioned above and in the Annexures. I/We hereby declare that :

We are not related to/a guarantor to/in control of/controlled by any of the directors, controlling shareholders, officers of the RHB Banking Group and their respective *close relatives.

None of the directors, controlling shareholders, officers of the RHB Banking Group and their respective *close relatives is a director, partner, executive officer, agent or guarantor in our firm/partnership/company/legal entity and/or our subsidiaries/entities controlled by us.

*"Close relatives" is defined as spouse and dependents of the spouse, child (including step/adopted child) and spouse of the child, parent and brother or sister and their spouses.

Signed for and on behalf of TOR Minerals (M) Sdn Bhd (14387-W)

................ ...............

(Name: ) (Name: )

(Designation ) (Designation )

(NRIC No.: ) (NRIC No.: )

		RHB BANK BERHAD (6171-M)
RHB Bank Berhad Ref.	:	IPH 900052
Date of Letter of Offer	:	10 ^th July 2014
Borrower	:	TOR Minerals (M) Sdn Bhd

ANNEXURE I

THE GENERAL TERMS AND CONDITIONS

1. REPRESENTATIONS AND WARRANTIES

The Borrower hereby represents and warrants to the Bank that: -

1.1 all acts, conditions, things, approvals, consents, authorizations and licenses required to be done, fulfilled, performed or obtained to enable the Borrower to lawfully enter into and exercise its rights under and perform its obligations hereunder and any related documents executed by it have been done, fulfilled, performed or obtained and are in full force and effect;

1.2 the Borrower's acceptance of this Letter of Offer and the performance of the terms herein will not contravene any law, regulation, order or decree of any governmental authority, agency or court to which the Borrower is subject; and

1.3 the Borrower is not in default under any agreement to which the Borrower is a party or by which the Borrower may be bound and no litigation arbitration or administrative proceedings are presently current or pending or threatened against the Borrower.

2. CONDITIONS PRECEDENT

2.1 The Banking Facility will be made available for the Borrower's utilization upon the fulfillment of the following conditions precedent: -

2.1.1 all loan/security documents which are required herein and/or such other documents as may be required by the Bank and/or its solicitors shall have been executed by the Borrower and/or the relevant security parties, duly stamped and registered at such registries as the Bank may deem necessary or expedient within thirty (30) days from the date of the acceptance of the Letter of Offer or such other time as may be stipulated by the Bank;

2.1.2 the Bank shall have received copies of the following documents certified as true and correct by the Borrower's secretary or director: -

(a) all authorizations, licenses, approvals and consents which are necessary for the financing by the Bank hereunder, the carrying on of the Borrower's business and the execution of the security documents (if any);

(b) the Borrower's Board of Directors' Resolution authorizing the acceptance and the borrowing of the Banking Facility and/or the execution of the loan/security documents (if any);

(c) a copy each of the Borrower's (if applicable) certificate of incorporation and the Memorandum and Articles of Association and the Forms 24, 44, and 49 of the Companies Act 1965; and

(d) specimen signatures, authenticated in such manner as the Bank may require, of the persons authorized to act on the Borrower's behalf in respect of the transactions hereunder.

2.1.3 the Borrower shall have paid all fees or charges payable or agreed to be paid by the Borrower to the Bank for or in connection with the Banking Facility including the preparation and perfection of the loan/security documents;

2.1.4 no Event of Default (as hereinafter stated) or no event which with the giving of notice or lapse of time or both would constitute an Event of Default shall have occurred or be continuing;

2.1.5 no extraordinary circumstances or change of law or other governmental action shall have occurred which makes it improbable that the Borrower will be able to observe or perform the covenants and obligations herein; and

2.1.6 the Bank's solicitors shall have made a search on the Borrower at the Companies Commission of Malaysia and the Director-General of Insolvency's Office and the results thereof shall have been satisfactory to the Bank.

2.2 In the case where guarantee(s) and/or other security ("the Security Document") is/are required by the Bank from third party(ies) ("the Security Party), the utilization of the Banking Facility shall also be subject to the fulfillment of the following additional conditions precedent: -

2.2.1 the Security Document shall have been duly perfected and forwarded to the Bank;

2.2.2 where the Security Party is a body corporate, such Security Party shall have forwarded to the Bank copies of the following documents: -

(a) its Board of Directors' Resolution authorizing the execution of the Security Document;

(b) a certified copy of its Certificate of Incorporation, Memorandum and Articles of Association and the Forms 24, 44, and 49 of the Companies Act 1965.

2.2.3 the Bank's solicitors shall have made a search on the Security Party at the Companies Commission of Malaysia and/or the Director-General of Insolvency's Office and the results thereof shall have been satisfactory to the Bank; and

2.2.4 all authorizations, approvals and consents which are necessary for the creation and delivery of the Security Document to the Bank hereunder, shall have been obtained and delivered to the Bank.

3. AFFIRMATIVE COVENANTS

During the tenor of the Banking Facility the Borrower shall: -

3.1 furnish to the Bank all information reasonably required by the Bank in relation to the Borrower's business and financial position;

3.2 keep full, proper and up-to-date accounts and furnish to the Bank within one hundred and eighty (180) days from the end of each of the Borrower's financial year copies of the Borrower's annual report together with the balance sheet and profit and loss account duly audited and certified by a qualified independent auditor; and

3.3 notify the Bank of the occurrence of an Event of Default stipulated hereunder or of any event which would constitute an event of default in relation to any of the Borrower's other indebtedness.

4. RESTRICTIVE COVENANTS

During the tenor of the Banking Facility the Borrower shall not, without the prior written consent of the Bank: -

4.1 add to, delete, vary or amend the Borrower's Memorandum and Articles of Association in any manner which would be inconsistent with the terms of this Letter of Offer;

4.2 change the nature of the Borrower's business;

4.3 sell, transfer, lease or otherwise dispose of a substantial part of the Borrower's capital assets or undertake or permit any merger, consolidation or reorganization;

4.4 enter into any transaction with any person firm or company except in the ordinary course of business and at arm's length commercial terms; and

4.5 decrease the Borrower's authorized or issued capital or alter the structure thereof or the rights attached thereto.

5. VARIATION OF INTEREST RATES

5.1 The Bank shall be entitled at its sole and absolute discretion, without notice to the Borrower, vary at any time and from time to time the Base Lending Rate of the Bank and/or the margin of interest imposed above the Base Lending Rate and/or Cost of Funds of the Bank and/or commissions or other rates of interest chargeable PROVIDED THAT the Bank will endeavor to provide notice of such variation(s) in the following manner:

5.1.1 in respect of the Base Lending Rate of the Bank by displaying at the premises of the Bank a general notice of the change of the Base Lending Rate of the Bank addressed to the public generally and such display shall be deemed sufficient notice to the Borrower or by including a notice in the periodic statement of accounts sent to the Borrower or by any other modes deemed fit and proper by the Bank; and

5.1.2 in respect of the margin of interest imposed above the Base Lending Rate and/or Cost of Funds of the Bank and/or commissions by serving a notice in writing (which notice may be included in the periodic statements of account sent to the Borrower) on the Borrower of such change and such notice shall be deemed to have been sufficiently served on the Borrower if sent by ordinary mail to the Borrower's usual or last known place of residence/business or to the address above stated;

PROVIDED ALWAYS that the effective date of the change of the Base Lending Rate and/or margin of interest imposed above the Base Lending Rate and/or Cost of Funds and/or in the commissions or the other rates of interest chargeable shall be the date stipulated by the Bank at its sole absolute discretion. And notwithstanding anything hereinbefore contained, any delay or failure on the part of the Bank to give notice in accordance with the provisions herein contained shall not absolve the Borrower from its obligation to pay the rate of interest and/or commissions determined by the Bank and such rate of interest so determined by the Bank shall be payable from such date as the Bank shall in its sole and absolute discretion stipulate.

5.2 The Bank shall be entitled at any time at its sole and absolute discretion with or without notice to the Borrower and without assigning any reason to change the fundamental basis of calculation of the Prescribed Rate (whether it be the Base Lending Rate, Cost of Funds or any other basis by whatsoever name called).

6. CAPITALISATION OF INTEREST

Interest commission and fees remaining unpaid at the time when it shall become due and payable and all costs charges expenses and other moneys due and payable shall be added to the principal amount advanced under the Banking Facility and thereafter be treated as principal and be chargeable with interest at such rate at which interest shall from time to time and at any time be payable under this Letter of Offer. For the purpose of ascertaining whether the limit of the Banking Facility intended to be advanced or secured has been exceeded or not, all accumulated and capitalized interest shall be deemed to be interest and not principal.

7. EVENTS OF DEFAULT

All monies outstanding under the Banking Facility together with interest thereon and all other monies relating thereto shall become immediately repayable by the Borrower upon demand being made by the Bank or upon the occurrence of any of the following events: -

7.1 the Borrower defaults in the payment of any money payable to the Bank after the same shall have become due whether formally demanded or not;

7.2 the Borrower defaults under any other provision herein which is not capable of remedy or which, being capable of remedy, is not remedied within fourteen (14) days after being required to do so by the Bank;

7.3 any representation, warranty or condition made or implied by the Borrower herein is incorrect or misleading in any material respect;

7.4 any license, authorization, approval, consent or permit which is required for the Borrower's business or the performance of the Borrower's obligations hereunder is revoked or withheld or modified or is otherwise not granted or fails to remain in full force and effect;

7.5 any of the Borrower's indebtedness or the indebtedness of any of the Security Party becomes capable, in accordance with the relevant terms thereof, of being declared due prematurely by reason of a default by the Borrower or such Security Party of their respective obligations in respect of the same or the Borrower or any of the Security Party fail to make payment in respect thereof on the due date for such payment or if due on demand when demanded or the security for any such indebtedness becomes enforceable;

7.6 a petition be presented or an order be made or a resolution be passed for the Borrower's winding-up or the winding up of any of the Security Party which is a body corporate;

7.7 a receiver and/or manager or liquidator is appointed to take possession of the Borrower's properties or undertaking or the properties or undertaking of any of the Security Party which is a body corporate;

7.8 the Borrower or any of the Security Party which is a body corporate ceases or threatens to cease to carry on all or a substantial part of the Borrower's business or the Security Party's business;

7.9 any judgment is obtained against the Borrower or any of the Security Party and no appeal against such judgment has been made to the appropriate appellate court within the time prescribed by law;

7.10 the Borrower or any of the Security Party who is an individual person commits any act of bankruptcy or becomes bankrupt or shall die or become insane;

7.11 if the Bank shall in its sole discretion consider that the Banking Facility or any of its security or its security position in relation to the repayment of the Banking Facility to be in jeopardy; and

7.12 any other event or series of events whether related or not has or have occurred which in the opinion of the Bank (after discussion with the Borrower) could or might affect or prejudice the ability or willingness of the Borrower to comply with all or any of the Borrower's obligations hereunder.

8. ILLEGALITY

If the Bank determines that the introduction or variation of any law, regulation or official directive (whether or not having the force of law) or any change in the interpretation or application thereof makes it unlawful for the Bank to maintain, fund or give effect to its obligations hereunder, the Bank shall forthwith give notice of such determination to the Borrower whereupon the Banking Facility to such extent shall be cancelled and the Borrower will forthwith upon notice from the Bank repay all monies outstanding under the Banking Facility together with interest thereon and all other monies agreed to be paid by the Borrower hereunder.

9. INCREASED COSTS

Where the Bank determines that, as a result of the introduction or variation of any law, order, regulation or official directive (whether or not having the force of law), or any change in the interpretation or application thereof by any competent authority, or compliance with any request (whether or not having the force of law) from Bank Negara Malaysia or other fiscal, monetary or other authority, the cost to the Bank of making available or continuing to make available the Banking Facility is increased or the amount of any sum received or receivable by the Bank in respect of the Bank making or continuing to make available the Banking Facility or the effective return to the Bank under the Banking Facility is reduced or the Bank is obliged to make any payment (except in respect of tax on the Bank's overall net income) or forego any interest or other return on, or calculated by reference to, the amount of any sum received or receivable by the Bank from the Borrower under the Banking Facility, then the Bank shall notify the Borrower of the circumstances leading to the Bank's determination and: -

9.1 the Borrower shall on demand pay to the Bank such reasonable amounts as the Bank may from time to time and at any time notify the Borrower to be necessary to compensate the Bank for such additional cost, reduction, payment or foregone interest or return provided that nothing herein contained shall prevent the Borrower from taking all necessary steps to mitigate the effect of such increased cost; and

9.2 at any time thereafter, so long as the circumstances giving rise to the obligation to make the compensating payment continue, the Borrower may upon giving the Bank not less than thirty (30) days' notice, cancel the Banking Facility.

10. MARKET DISRUPTION

If in the opinion of the Bank, there has, since the date of this offer, been a change in national or international monetary, financial, economic or political conditions or currency exchange rates or exchange control which would render the Banking Facility temporarily or permanently commercially impracticable or impossible, the Bank shall notify the Borrower thereof, and: -

10.1 whilst such circumstances exist, no utilization of the Banking Facility will be allowed;

10.2 the Bank shall negotiate in good faith for an alternative basis acceptable to the Bank for continuing the Banking Facility; and

10.3 unless within thirty (30) days after the giving of such notice such circumstances cease to exist or an alternative basis acceptable to the Bank is arrived at, the Banking Facility shall be cancelled.

11. LEGAL AND INCIDENTAL EXPENSES

The Borrower shall pay all legal fees and incidental expenses in connection with the preparation, stamping and registration of any security documents required by the Bank hereunder even though the said documents are not executed by the Borrower for any reason whatsoever. If any money payable under the Banking Facility is required to be recovered through any process of law, the Borrower shall be liable to pay the Bank's solicitors' fees (on a solicitor and client basis) and any other fees and expenses incurred in respect of such recovery.

12. WAIVER AND INDULGENCE

The terms and conditions herein may be waived by the Bank in whole or in part with or without conditions at the discretion of the Bank without prejudicing the rights of the Bank hereunder and any failure by the Bank to enforce any of the provisions hereunder or any forbearance delay or indulgence granted by the Bank to the Borrower shall not be construed as a waiver of the Bank's rights hereunder.

13. BANKING AND FINANCIAL INSTITUTIONS ACT, 1989

The approval of the Banking Facility to the Borrower shall be upon the condition that the Bank will not breach or contravene any law legislation or regulation including, without limiting the generality of the foregoing, the provisions of Section 62 of the Banking And Financial Institutions Act, 1989 or any other provisions thereof. In the event any such relationship is established or discovered now or in the future the Bank reserves the right forthwith to terminate and recall the Banking Facility.

14. DUTY TO VERIFY STATEMENTS OF ACCOUNTS/CERTIFICATE OF BANK

The Borrower shall verify all statements of accounts sent to the Borrower by the Bank and immediately revert to the Bank in the event of any discrepancy in such statements of accounts failing which they shall be deemed to be conclusive and binding against the Borrower. A statement by the Bank and signed by any of its officers as to what at any time is the amount outstanding and rate of interest chargeable shall, save for manifest errors be final and conclusive and shall not be questioned by the Borrower on any account whatsoever.

15. SET OFF/COMBINATION OR CONSOLIDATION OF ACCOUNTS

15.1 The Bank shall be entitled (but shall not be obliged) at any time and without notice to the Borrower to combine, consolidate or merge all or any of the Borrower's accounts and liabilities with and to the Bank anywhere whether in or outside Malaysia, alone or jointly with any other person and may transfer or set off any sums in credit in such accounts in or towards satisfaction of any of the Borrower's liabilities whether actual or contingent, primary or collateral notwithstanding that the credit balances on such accounts and the liabilities on any other accounts may not be expressed in the same currency and the Bank is hereby authorized to effect any necessary conversions at the Bank's own rate of exchange then prevailing.

15.2 Without prejudice to the generality of the above, the Bank further reserves the right at any time and without notice to the Borrower to debit any of the Borrower's accounts (whether in credit or debit) with the Bank for all payments due and payable by the Borrower howsoever to the Bank.

16. SUSPENSE ACCOUNT

Any money received by the Bank in respect of the Banking Facility may be kept to the credit of a suspense account for so long as the Bank thinks fit without any obligation in the meantime to apply the same or any part thereof in or towards settlement of any liabilities due by the Borrower to the Bank.

xxxxxxxxx END OF ANNEXURE xxxxxxxxxx

(a)	Exhibits
	Exhibit 10.1	Amendment to Agreement with RHB Bank, dated August 15, 2014
	Exhibit 10.2	Amendment to Agreement with HSBC Bank, dated August 31, 2014
	Exhibit 31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	Exhibit 31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	Exhibit 32.1	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	Exhibit 32.2	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

	TOR Minerals International, Inc.
	____________
	(Registrant)

Date:	November 5, 2014	OLAF KARASCH Olaf Karasch President and Chief Executive Officer

Date:	November 5, 2014	BARBARA RUSSELL Barbara Russell Chief Financial Officer

Facilities		Limit (RM)
Overdraft			500,000.00
Term Loan 1			*1,944,444.00
Term Loan 2			*4,666,433.00
Bank Guarantees			500,000.00
Import/Export Line ^# consisting of:- • Documentary credits • Bankers Acceptance Import • Bankers Acceptance Export • Loans Against Imports • Foreign Currency Loans against Imports • Export Credit Refinancing Scheme (Pre Shipment) • Export Credit Refinancing Scheme (Post Shipment)	[Tenor : 120 days] [Tenor : 120 days] [Tenor : 120 days] [Tenor : 120 days] [Tenor : 120 days] [Tenor : 120 days]		10,460,000.00 (10,460,000.00) (10,460,000.00) (5,000,000.00) (10,460,000.00) (10,460,000.00) (10,460,000.00) (5,000,000.00)
Total Gross Foreign Exchange Contract Limit (inclusive of marked-to-market losses incurred from time to time)			5,000,000.00