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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: October 1, 1995, Commission File No. 0-7647
HAWKINS CHEMICAL, INC.
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(Exact Name of Registrant as specified in its Charter)
MINNESOTA 41-0771293
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(State of Incorporation) (I.R.S. Employer Identification No.)
3100 East Hennepin Avenue, Minneapolis, Minnesota 55413
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(Address of Principal Executive Offices) (Zip Code)
(612) 331-6910
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(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $.05 per share
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(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. X
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The aggregate market value of voting stock held by nonaffiliates of the
Registrant on November 30, 1995, was $50,789,480. For purposes of this
calculation, all shares held by officers and directors of the Registrant and by
the Trustees of the Registrant's Employee Stock Ownership Plan and Money
Purchase Pension Plan were deemed to be shares held by affiliates.
The number of shares outstanding of the Registrant's only class of common stock
on November 30, 1995, was 10,525,772.
THE EXHIBIT INDEX IS LOCATED AT PAGE 17.
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DOCUMENTS INCORPORATED BY REFERENCE
The following portions of the Registrant's Annual Report to Shareholders
for the year ended October 1, 1995 (which portions are filed as an exhibit to
this Form 10-K in accordance with Item 601(b)(13)(ii) of Regulation S-K) and
Proxy Statement for the 1996 Annual Meeting of Shareholders (to be filed with
the Commission by December 28, 1995) are incorporated by the reference below as
the Item of this Form l0-K indicated.
PART OF FORM 10-K PORTION OF ANNUAL REPORT
1. Part II, Item 5. 1. See caption entitled "Quarterly
Market for Registrant's Common Stock Data."
Equity and Related Stockholder
Matters.
2. Part II, Item 6. 2. See caption entitled "Selected
Selected Financial Data. Financial Data."
3. Part II, Item 7. 3. See caption entitled "Management's
Management's Discussion and Discussion and Analysis."
Analysis of Financial Condition
and Results of Operations
4. Part II, Item 8. 4. See Consolidated Balance Sheets,
Financial Statements and Statements of Income & Retained
Supplementary Data. Earnings, Statements of Cash Flows,
Independent Auditors' Report, and
Notes to Financial Statements.
PORTION OF PROXY STATEMENT
5. Part III, Item 10. 5. See caption entitled
Directors and Executive "Election of Directors."
Officers of the Registrant.
6. Part III, Item 11. 6. See caption entitled
Executive Compensation. "Compensation of Execu-
tive Officers and
Directors."
7. Part III, Item 12. 7. See caption entitled
Security Ownership of "Security Ownership of
Certain Beneficial Owners Management and Beneficial
and Management. Ownership."
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8. Part III, Item 13. 8. See captions entitled
Certain Relationships "Election of Directors"
and Related Transactions. and "Related Party
Transactions."
PART I
ITEM 1. BUSINESS.
(a) GENERAL DEVELOPMENT OF THE BUSINESS. The Registrant was incorporated
under the laws of the State of Minnesota in 1955. In the past year the
Registrant has not changed its form of organization or mode of conducting
business and has not acquired or disposed of any material amount of assets other
than in the ordinary course of business, except for the sale of substantially
all of the assets of Tessman Seed, Inc., a wholly owned subsidiary of the
Registrant.
(b) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS. Because the business
of the Registrant is conducted in only one industry segment, no breakdown of
revenue, operating profit, or assets attributable to industry segments is
presented.
(c) NARRATIVE DESCRIPTION OF THE BUSINESS.
(i) PRODUCTS AND MARKETING. The Registrant's business is conducted
throughout the nine-state area of Minnesota, Wisconsin, Iowa, North Dakota,
South Dakota, Montana, Nebraska, Michigan and Wyoming, through its four
subsidiaries and four divisions described below:
(A) THE LYNDE COMPANY. This wholly owned subsidiary is a compounder
and distributor of chemicals for swimming pool maintenance. Sales for
Lynde to its range of commercial, industrial and municipal customers are
handled by the Registrant's Sales Division (discussed below). Lynde's
territory covers the nine-state area discussed above.
(B) FEED-RITE CONTROLS, INC. This wholly owned subsidiary
specializes in providing water and waste-water treatment equipment and
chemicals and in testing water samples in Minnesota, Wisconsin, Iowa, North
Dakota, South Dakota and Nebraska.
(C) MON-DAK CHEMICAL, INC. This wholly owned subsidiary is a
regional distributor of the Registrant's products and of laundry, dry
cleaning, and janitorial supplies in Montana, Wyoming, and the Dakotas.
(D) DAKOTA CHEMICAL, INC. This wholly owned subsidiary also is a
regional distributor of the Registrant's products, including water and
waste-water treatment equipment and chemicals, in Iowa, Minnesota,
Nebraska, and the Dakotas.
(E) HAWKINS TERMINAL DIVISION. This division receives, stores and
distributes various chemicals in bulk, including liquid caustic soda,
phosphoric acid and aqua ammonia;
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manufactures sodium hypochlorite (bleach); repackages liquid chlorine; and
performs custom blending of certain chemicals for customers according to
the customers' formulas. Approximately 80% of the business of the Hawkins
Terminal Division is related to liquid caustic soda. Hawkins Terminal
Division operates a liquid caustic soda barge terminal to receive shipments
during the period the Mississippi River is open to barge traffic
(approximately March 1 through December 1). During the remainder of the
year, the Division relies on stockpiles, as well as supplies shipped in by
railroad tank car. Pursuant to operating agreements it has with other
chemical companies, the Registrant also receives, stores and ships liquid
caustic soda and other chemicals at both the Hawkins Terminal location.
Since 1963, flooding of the Mississippi River has required the Hawkins
Terminal Division to temporarily shift its operations out of its buildings
twice. No substantial interruptions to sales resulted from the floods
because railroad tank cars have been successfully used as an alternative
means of supply. Profits during such floods, however, were affected by the
extra operating costs incurred in connection with the use of railroad tank
cars.
No assurance can be given that flooding will not reoccur or that there
will be no substantial damage or interruption to the business of the
Registrant's Hawkins Terminal Division in the future.
(F) ARROWHEAD CHEMICAL DIVISION. This division distributes
industrial chemicals, water and waste-water treatment equipment and
chemicals, and laundry, dry cleaning, and janitorial supplies in northern
Minnesota, northern Wisconsin, and the upper peninsula of Michigan.
(G) INDUSTRIAL CHEMICAL AND EQUIPMENT DIVISION. This division was
created in October 1993 when the Registrant acquired the assets of
Industrial Chemical & Equipment Co. This division specializes in sales to
the plating and electronic industries, and relies on a specially trained
sales staff which works directly with customers on their plating and other
processes. John H. Michel, the former President of Industrial Chemical &
Equipment Co. manages this division.
(H) SALES DIVISION. In addition to handling sales for The Lynde
Company and the Hawkins Terminal Division, the Sales Division is a sales
distribution center for industrial chemicals, laboratory chemicals and
laboratory supplies. Bulk industrial chemicals are generally repackaged and
sold in smaller quantities to the Registrant's customers. Sales are
concentrated primarily in western Wisconsin, Minnesota, northern Iowa and
North and South Dakota. Among the principal chemicals handled by the Sales
Division are water purification and pollution control chemicals (such as
chlorine) and industrial chemicals (such as anhydrous ammonia, aluminum
sulphate, hydrofluosilicic acid, soda ash, phosphates, muriatic acid, aqua
ammonia, sulfuric acid and liquid caustic soda).
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(ii) STATUS OF NEW PRODUCTS. Registrant began shipping its Cheese-Phos-
Registered Trademark- product (discussed below) in late calendar 1995. It is
too early to determine what impact sales of this product will have on the
operating results of the Registrant in fiscal 1996.
(iii) RAW MATERIALS. Registrant has approximately 450 suppliers,
including many of the major chemical producers in the United States, of which
approximately 20 account for a majority of the purchases made by the Registrant.
The Registrant typically has written distributorship agreements or supply
contracts with its suppliers that are renewed from time to time. Although there
is no assurance that any contract or understanding with any supplier will not be
terminated in the foreseeable future, most of the basic chemicals purchased by
the Registrant could be obtained from alternative sources should existing
relationships be terminated.
(iv) PATENTS, TRADEMARKS, LICENSES, FRANCHISES, AND CONCESSIONS. There
are no patents, trademarks, licenses, franchises or concessions that are
currently material to the successful operation of the Registrant's business.
The Registrant has, however, obtained a patent on a liquid form of sodium
phosphate for use in the processed food industry, as described below; the patent
was granted on October 17, 1995, shortly after the close of the Registrant's
1995 fiscal year, and will expire on November 8, 2013.
Process Cheese producers are increasingly moving away from dry forms of
sodium ortho phosphates to liquid versions. The advantages of the liquid form
include delivery by pumping, greater measurement accuracy and consistency in
finished product, and the elimination of undissolved chemical, dust, and the
disposal of empty chemical bags. The major drawback of the liquid sodium
phosphates currently being used in the cheese processing industry, however, is
that they must be stored at between 130 and 160 degrees Fahrenheit to prevent
crystallization. Expensive heat storage and steam heated piping is necessary
to maintain required temperatures. Back-up generators must also be installed
as safeguards against product cooling and solidifying in case of a plant power
outage.
The Registrant's patented Cheese-Phos-Registered Trademark- liquid sodium
phosphate, which can be stored at room temperature, offers all the advantages of
a liquid sodium phosphate product, but eliminates the need for high-heat
delivery systems. Although it is not currently possible to project the effect
of Cheese-Phos-Registered Trademark- on the Registrant's results of operations
for future periods, this product could add substantially to the Registrant's
revenues and profits.
(v) SEASONAL ASPECTS. The sale of water treatment chemicals used in
swimming pools and municipal water treatment facilities tends to reach a higher
level during the summer months, which are part of the Registrant's third and
fourth fiscal quarters.
(vi) WORKING CAPITAL ITEMS. As a bulk distributor of chemicals, the
Registrant is required to carry significant amounts of inventory to meet
rapid delivery requirements of customers. Working capital requirements also
vary on a seasonal basis as a result of the seasonality of the water
treatment chemical business.
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(vii) DEPENDENCE ON LIMITED NUMBER OF CUSTOMERS. No one customer
represents more than approximately 4% of the Registrant's sales, but the loss of
the four largest customers could have a material adverse effect on the
Registrant's results of operations.
(viii) BACKLOG. Backlog is not material to an understanding of the
Registrant's business.
(ix) GOVERNMENT CONTRACTS. No material portion of Registrant's business
is subject to renegotiation of profits or termination of contracts at the
election of any state or federal governmental subdivision or agency.
(x) COMPETITIVE CONDITIONS. Registrant operates in a competitive
industry and competes with producers, distributors and sales agents offering
chemicals equivalent to all of the products handled by the Registrant. Many
such producers and distributors have substantially more business and are
substantially larger than the Registrant. No one competitor, however, is
dominant in Registrant's market. Price and service are the principal methods of
competition in the industry.
(xi) RESEARCH AND DEVELOPMENT. Registrant does not have a formal research
and development activity; employees are assigned to research and development
problems as the need arises. During the past fiscal year, expenditures for
research and development were negligible and not material to Registrant's
business.
(xii) ENVIRONMENTAL MATTERS. The Registrant is primarily a compounder and
distributor, rather than a manufacturer, of chemical products. As such,
compliance with current federal, state and local provisions regarding discharge
of materials into the environment, or otherwise relating to the protection of
the environment, is not anticipated to have any material effect upon the capital
expenditures, earnings or competitive position of the Registrant. Registrant
does not currently anticipate making any material capital expenditures for
environmental control facilities during fiscal year 1996.
(xiii) EMPLOYEES. The number of persons employed by the Registrant and
its subsidiaries as of October 1, 1995 was 142.
(d) FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS. Because
the Registrant deals in only one geographic area of the United States, no
breakdown of revenue, profitability or assets attributable to different
geographic areas is meaningful to an understanding of Registrant's business.
ITEM 2. PROPERTIES.
The Registrant's principal location consists of approximately seven acres
of land in Minneapolis, Minnesota, with five buildings containing a total of
125,000 square feet of office and warehouse space. The Registrant's principal
office, out of which the Sales Division operates, is located in one of these
buildings, at 3100 East Hennepin Avenue. The other buildings are used by the
Registrant and its Lynde and Feed-Rite Controls subsidiaries, and the Industrial
Chemical & Equipment division. The Registrant's buildings are currently being
retrofitted with sprinklers for fire
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protection; this process should be completed in February of 1996. The
Registrant carries insurance covering the replacement of property damaged by
fire or flood.
Information about the Registrant's other principal facilities is
presented below. These facilities, as well as those described above, are
adequate and suitable for the purposes they serve. Unless noted, each
facility is owned and is fully utilized by the Registrant or one of its
subsidiaries.
Subsidiary Approximate
or Division Location Primary Use Square Feet
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Feed-Rite Controls Fargo, ND(1) Office and 22,800
Warehouse
Fond du Lac, WI(2) Warehouse 20,300
Mon-Dak Chemical Washburn, ND Office and 14,000
Warehouse
Billings, MT Office and 6,000
Warehouse
Dakota Chemical Aberdeen, SD Warehouse 8,000
Sioux Falls, SD(3) Warehouse 18,000
Rapid City, SD Warehouse 3,600
Hawkins Terminal
Division St. Paul, MN(4) Office, Ware- 32,000
house and
Garage
Arrowhead Chemical Superior, WI Office and 17,000
Warehouse
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(1) This facility is occupied by Feed-Rite Controls (17,800 square feet)
and leased to a third party (5,000 square feet).
(2) In addition to the space in this building being used by Feed-Rite
Controls, 10,000 square feet of space is being leased by the Registrant to third
parties.
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(3) The Sioux Falls facility is occupied by Dakota Chemical (12,000 square
feet) and leased to a third party (6,000 square feet).
(4) The Hawkins Terminal Division operation, located at two sites on
opposite sides of the Mississippi River, is made up of three buildings, eight
outside storage tanks with a total capacity of 7,400,000 gallons for the storage
of liquid caustic soda, as well as numerous smaller tanks for storing and
mixing chemicals. The land on which the Hawkins Terminal Division buildings
and storage tanks are located is leased by the Registrant from the Port
Authority of the City of St. Paul, Minnesota for a basic rent plus an amount
based on the tonnage unloaded at both sites each year. The applicable leases
run until December 31, 1998, at which time the Registrant has an option to renew
the leases for an additional five-year period on the same terms and conditions.
Thereafter, the Registrant has options for three additional successive five-year
renewal periods (extending until 2018) for which the rent may be adjusted
pursuant to the rental renegotiation provisions contained in the leases.
The Registrant also currently owns a 52,000 square foot building in St.
Paul, Minnesota, which it is leasing to a third party. This office and
warehouse facility was formerly used in connection with the operation of Tessman
Seed, Inc., a wholly owned subsidiary of the Registrant. Substantially all of
the assets of Tessman Seed were sold by the Registrant during fiscal 1995, and
the Registrant is currently pursuing the sale of this facility.
The Registrant and its subsidiaries also own several trucks, tractors,
trailers, and vans.
ITEM 3. LEGAL PROCEEDINGS.
As of the date of this filing, neither the Registrant nor any of its
subsidiaries was involved in any pending legal proceeding to which the
Registrant or its subsidiaries was a party or of which any property of the
Registrant or its subsidiaries was the subject other than ordinary routine
litigation incidental to their business, except as follows:
LYNDE COMPANY WAREHOUSE FIRE. On March 1, 1995, the Registrant and its
subsidiary The Lynde Company were named as defendants in DONNA M. COOKSEY,
ET AL. V. HAWKINS CHEMICAL, INC. AND THE LYNDE COMPANY. This proceeding is
pending in state district court in Hennepin County, Minnesota. The
plaintiffs are seeking damages for personal injury, property damage and
other damages alleged to have been caused by the alleged release of certain
pollutants as a result of a fire at an office/warehouse facility used by
The Lynde Company. The plaintiffs are also seeking to have the lawsuit
certified as a class action. The Registrant has denied liability and
intends to vigorously defend itself and its subsidiary in this matter. The
lawsuit is still in its preliminary stage, and it is not possible at this
time to predict what ultimate liability will be imposed upon the
Registrant.
The Registrant's primary and umbrella insurers have denied a tender of the
defense of the lawsuit and have denied any obligation to indemnify the
Registrant for damages claimed by third parties in connection with the
fire. This denial is based on a "Total Pollution Exclusion" which purports
to exclude coverage for bodily injury and other losses caused by
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a release of pollutants, even if such release is caused by a hostile,
unintended fire. On July 7, 1995, the Registrant commenced suit against
The North River Insurance Company and the Westchester Fire Insurance
Company, the primary and umbrella insurers, respectively. This action was
filed in Federal District Court for the District of Minnesota. The suit
seeks declaratory relief consisting of a finding that the Registrant has
coverage under both the primary and umbrella policies. The defendant
insurers have filed general denials of the allegations contained in the
Registrant's complaint, and the matter is still in a preliminary phase. It
is not possible, therefore, to determine at this time what recovery, if
any, may be obtained by the Registrant.
Because the Registrant's insurers have denied tender of the defense of the
COOKSEY lawsuit, the Registrant has incurred significant settlement costs
in fiscal 1995 and will continue to do so in future periods. The actual
settlement costs which will ultimately be borne by the Registrant as a
result of the COOKSEY matter are highly dependent on a variety of technical
legal issues as well as the result of the litigation regarding insurance
coverage. The Company has recorded $750,000 to cover its currently
expected exposure for settlement costs; as of October 1, 1995, the
Registrant has paid $335,000 in settlement costs related to the COOKSEY
lawsuit. The Registrant reasonably believes, based on facts currently
available to its Management, that this reserve will be sufficient to cover
the Registrant's probable exposure for settlement costs in connection with
the COOKSEY lawsuit. It is possible, however, that future developments may
make additional reserves prudent and necessary in future periods.
EAST BETHEL LANDFILL. In August 1989 the Registrant was served with an
Amended Complaint that joined it and several other defendants in an action
by the operator of the East Bethel Landfill seeking contribution for
environmental investigation and clean-up costs. The Registrant entered
into a global settlement in which it was allocated a 1.4% share of the
total generators' liability. Pursuant to the terms of the settlement
agreement, the Registrant paid $104,700 on May 15, 1993, which payment was
charged to operations in fiscal 1993. The balance of the Registrant's
settlement obligation ($4,500) was satisfied by a credit against the
settlement obligation resulting from an earlier payment by the Registrant.
The settlement sums paid by the Registrant and the other settling parties
was determined based upon expert estimates and the cost of testing and
remedial activities at the East Bethel Landfill site. In 1994 a landfill
clean-up program was adopted by the Minnesota State Legislature. Under
this program, the cost of cleaning up qualified landfills can be shifted to
the State of Minnesota under certain conditions. One of these conditions
is that the landfill be closed. The Registrant and other generators
successfully negotiated with the landfill's owner to close the landfill and
otherwise make it eligible for participation in the State landfill clean-up
program. The Registrant and other generators also successfully negotiated
with the State to include the East Bethel Landfill in the clean-up program.
As a result of this agreement the State is responsible for all remedial
activities at the site and the Registrant will have no future liability.
In addition, the Registrant expects to receive partial reimbursement
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of its settlement payment, although it is uncertain when such reimbursement
will occur. Based upon currently available information it is expected that
the Registrant will have no additional liability with respect to this
matter.
OAK GROVE LANDFILL. On March 23, 1990, the EPA sent The Lynde Company a
Comprehensive Environmental Response Compensation and Liability Act Section
104(e) Request for Information regarding the Oak Grove Landfill in Anoka
County, Minnesota, superfund site listed on the National Priorities list
in October 1984. The EPA identified the Lynde Company as one of 200
potentially responsible parties ("PRP's"). The Registrant also received a
special notice letter calling for an agreement by the PRP's to implement
and pay for site clean-up. The Registrant, along with approximately 46
other parties, responded to a unilateral order issued by the EPA ordering
the parties to conduct a remedial action at the site by agreeing to comply
with the terms of the order. As part of this response, the Registrant paid
the sum of $127,766 as a Tier I settlement share. This amount was charged
to operations in fiscal 1992.
On November 16, 1992, the Registrant and other settling parties entered
into a global settlement with the EPA, the terms of which have been set
forth in a Consent Decree. The Registrant and other settling parties were
obliged under the terms of the Consent Decree to conduct and fund remedial
activities at the Oak Grove site. These activities were funded by the
settlement sums paid by the Registrant and others.
The Oak Grove site is also eligible for participation in the Minnesota
landfill clean-up program described above. Unlike the East Bethel site,
the Oak Grove Landfill has been closed for several years. The Registrant
and other settling parties, through the Oak Grove Trust, have successfully
negotiated a tentative agreement with the landfill owner and the State
whereby the landfill will participate in the clean-up program. Once the
landfill is accepted into the clean-up program, the State will be
responsible for all remedial activities at the site and the Registrant will
have no future liability. In addition, the Registrant will be eligible for
partial reimbursement of the settlement sum previously paid. It is
expected that the agreements with the landfill owner and the State will be
finalized during the first six months of 1996. Based upon currently
available information, it is expected that the Registrant will have no
additional liability with respect to this matter.
AMERICAN CHEMICAL SERVICES SUPERFUND SITE. In April 1987, the Registrant
received a letter from the EPA dated March 25, 1987, stating that the
Registrant was a "potentially responsible party" with respect to the
American Chemical Services Superfund site in Griffith, Indiana. The
Registrant's sole transaction with the operator of this site occurred in
1971.
In October 1987, the Registrant received a second letter from the EPA in
which the Registrant was invited to join a PRP group organized to respond
to the situation at the site. The Registrant declined to join this group.
From time to time since 1987, the Registrant was invited to join the PRP
group but the Registrant has declined because the cost of joining the group
exceeded the Registrant's estimated liability. The PRP group allocated
percentages
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of waste to parties at the site. According to the PRP group's allocation
formula, the Registrant was responsible for .0000341 of the total waste at
the site.
In June of 1994, the Registrant received from the EPA an offer of "de
minimis" settlement, which included a covenant not to sue and protection
from contribution actions by others in exchange for a payment of
$26,303.19. While this offer did not include a complete release, the "de
minimis" settlement terms offered a relatively high level of certainty that
the Registrant's liability with respect to the site would be discharged and
that the Registrant would be shielded from future legal actions relating to
matters addressed in the proposed settlement.
The EPA settlement offer was based upon a volumetric allocation formula and
the Registrant was provided with an opportunity to challenge the volumetric
contribution that was the basis for the allocation. The Registrant
submitted a volumetric challenge which was accepted by the EPA in August
1994, and the Registrant's settlement payment was reduced to $12,511.79.
The Registrant accepted the EPA's revised settlement offer in this amount
and paid the settlement sum in the first quarter of 1995. Based upon
currently available information, it is believed the Registrant will not
have any additional liability with respect to this matter.
The Registrant became self-insured with respect to products liability claims in
December 1985 with the establishment of a $1,000,000 trust fund, found as a
separate line item on the balance sheet, to fund this self-insurance program.
No claims covered by this program have been made to date. As of October 1,
1989, the Registrant again secured product liability insurance of $1,000,000,
although the trust fund is currently in place as an umbrella over this insurance
coverage.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
During the fourth quarter, no matter was submitted to a vote of security
holders.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
See the Registrant's Annual Report for the year ended October 1, 1995,
referenced on page 2 of this Form 10-K.
ITEM 6. SELECTED FINANCIAL DATA.
See the Registrant's Annual Report for the year ended October 1, 1995,
referenced on page 2 of this Form 10-K.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
See the Registrant's Annual Report for the year ended October 1, 1995,
referenced on page 2 of this Form 10-K.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
See the Registrant's Annual Report for the year ended October 1, 1995,
referenced on page 2 of this Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
No changes in accountants or disagreements between the Registrant and its
accountants regarding accounting principles or financial statement disclosures
have occurred during the Registrant's two most recent fiscal years or any
subsequent interim period.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
See the Registrant's Proxy Statement for the 1996 Annual Meeting of
Shareholders to be filed with the Commission by December 28, 1995, referenced on
page 2 of this Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION.
See the Registrant's Proxy Statement for the 1996 Annual Meeting of
Shareholders to be filed with the Commission by December 28, 1995, referenced on
page 2 of this Form 10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
See the Registrant's Proxy Statement for 1996 Annual Meeting of
Shareholders to be filed with the Commission by December 28, 1995, referenced on
page 2 of this Form 10-K.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
See the Registrant's Proxy Statement for the 1996 Annual Meeting of
Shareholders to be filed with the Commission by December 28, 1995, referenced on
page 2 of this Form 10-K.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(A) FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULES, AND EXHIBITS.
1. The following consolidated financial statements of Hawkins Chemical,
Inc. and subsidiaries, together with the Independent Auditors' Report, found
under appropriate headings in the Registrant's 1995 Annual Report to
Shareholders, are hereby incorporated by reference in this Annual Report on Form
10-K.
Consolidated Balance Sheets at October 1, 1995 and October 2, 1994
Consolidated Statements of Income and Retained Earnings for the Years Ended
October 1, 1995, October 2, 1994, and October 3, 1993
Consolidated Statements of Cash Flows for the Years Ended October 1, 1995,
October 2, 1994, and October 3, 1993
Notes to Financial Statements
Independent Auditors' Report
2. The additional financial data listed below is included as an exhibit
to this Annual Report on Form 10-K and should be read in conjunction with the
consolidated financial statements presented in Part II, Item 8. Schedules not
included with this additional financial data have been omitted because they are
not required or the required information is included in the financial statements
or the notes.
Schedule for the Years Ended October 1, 1995, October 2, 1994 and October
3, 1993:
II - Valuation and Qualifying Accounts
Condensed financial information of the Registrant is not presented because no
restrictions exist on the transfer of funds or assets between the Registrant and
its subsidiaries.
-13-
<PAGE>
3. (a) EXHIBITS.
The following exhibits are included with this Annual Report on Form 10-K
(or incorporated by reference) as required by Item 601 of Regulation S-K.
3.1 Amended and Second Restated Articles of Incorporation as amended through
February 28, 1989 (Incorporated by reference to Exhibit 3D to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1989).
3.2* Second Amended and Superseding By-Laws as amended through February 15,
1995.
4 See Exhibits 3.1 and 3.2 above.
13* Portions of Annual Report to Security Holders for period ended October 1,
1995.
21* Subsidiaries of Registrant.
23* Independent Auditors' Consent.
27* Financial Data Schedule
* Denotes previously unfiled documents.
(b) REPORTS ON FORM 8-K.
None.
-14-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
HAWKINS CHEMICAL, INC.
By /s/ Howard J. Hawkins
--------------------------------
Howard J. Hawkins, Chairman
of the Board of Directors
Dated: December 27, 1995.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has also been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
By /s/ Howard J. Hawkins Dated: December 27, 1995
--------------------------------
Howard J. Hawkins, Chief
Executive Officer, Director
By /s/ Dean L. Hahn Dated: December 27, 1995
--------------------------------
Dean L. Hahn, President, Director
By /s/ Howard M. Hawkins Dated: December 27, 1995
--------------------------------
Howard M. Hawkins, Treasurer
(Chief Financial and Accounting
Officer), Director
By /s/ Carl J. Ahlgren Dated: December 27, 1995
--------------------------------
Carl J. Ahlgren, Director
By /s/ Norman P. Anderson Dated: December 27, 1995
--------------------------------
Norman P. Anderson, Director
By /s/ Donald L. Shipp Dated: December 27, 1995
--------------------------------
Donald L. Shipp, Director
By /s/ C. Charles Jackson, Jr. Dated: December 27, 1995
--------------------------------
C. Charles Jackson, Jr., Director
By /s/ John S. McKeon Dated: December 27, 1995
--------------------------------
John S. McKeon, Director
By /s/ John R. Hawkins Dated: December 27, 1995
--------------------------------
John R. Hawkins, Director
-15-
<PAGE>
By /s/ S. Albert Diez Hanser Dated: December 27, 1995
---------------------------------
S. Albert Diez Hanser, Director
-16-
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit Page No.
- ----------- ---------------------- --------
3.1 Amended and Second Restated Articles of
Incorporation as amended through February 28, 1989
(Incorporated by reference to Exhibit 3D to the
Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1989).
3.2* Second Amended and Superseding By-Laws as amended through
February 15, 1995. 18
4 See Exhibits 3.1 and 3.2 above.
13* Portions of Annual Report to Security Holders for period
ended October 1, 1995. 27
21* Subsidiaries of Registrant. 42
23* Independent Auditors' Consent. 43
27* Financial Data Schedule. --
* Denotes previously unfiled documents.
-17-
<PAGE>
EXHIBIT 3.2
SECOND AMENDED AND SUPERSEDING BY-LAWS
OF
HAWKINS CHEMICAL, INC.
ADOPTED ON OCTOBER 6, 1983
As Amended through February 15, 1995
(All such Amendments are specifically identified)
ARTICLE I
Shareholders' Meetings
Section (1) PLACE OF MEETING. The meetings of the shareholders
shall be held at the registered office of the Corporation or at any other place
designated by the Board of Directors or consented to in writing by all of the
shareholders entitled to vote thereat.
Section (a) ANNUAL MEETING. Every year, commencing in 1984, the
annual meeting of shareholders shall be held at the corporate offices on the day
which is one hundred eighty (180) days after the close of the fiscal year, or if
such day is a legal holiday, then on the first following day that is not a legal
holiday or upon such earlier day at such other place as shall be set by the
Board of Directors by appropriate resolution.
Section (b) SPECIAL MEETINGS. Special meetings of the
shareholders may be called at any time upon request of the Chairman of the
Board, Chief Executive Officer, President, or a majority of the members of the
Board of Directors, or upon request in writing to the Chairman of the Board,
Chief Executive officer, President, or the Board of Directors by one or more
shareholders holding not less than one-tenth of the voting power of the
shareholders.
Section 1. NOTICE OF MEETING. Written notice stating the place,
day and hour of the meeting, and in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be mailed or personally
delivered not less than five (5) days prior to the date of the meeting, by the
Secretary, to each shareholder of record entitled to vote at such meeting.
Waiver by a shareholder of notice of a shareholders' meeting, signed by him,
whether before or after the time of such meeting, or attendance at such meeting,
shall be equivalent to the giving of such notice. In case of adjournment of a
meeting from time to time, no further notice of the adjourned meeting shall be
necessary if an announcement is made at the meeting where the adjournment is
had, specifying the place, day and hour of the adjourned meeting.
Section 2. VOTING RIGHTS. Every holder of record, as provided
below, of common stock shall be entitled to vote, in person or by proxy executed
in writing and delivered to the Secretary at or before the meeting, and he shall
be entitled to one vote for each share of stock standing in his name; provided
that no revocable proxy shall be voted if executed more than three years
-18-
<PAGE>
prior to the date of such meeting. Except as may otherwise be provided by the
Board of Directors from time to time, only shareholders of record on the record
date shall be entitled to vote at such meeting. Upon demand of any shareholder
the vote upon any matter before the meeting shall be by written ballot.
Section 3. QUORUM; ACTION BY SHAREHOLDERS. (A) The presence, in
person or by proxy, of the holders of a majority of the shares entitled to vote
at the meeting shall constitute a quorum for the transaction of business. In
the absence of a quorum any meeting may be adjourned from time to time. The
shareholders present at a duly called or held meeting may continue to do
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
(B) The shareholders shall take action by the affirmative vote
of the holders of a majority of the voting power of the shares present at a
meeting, except where the Articles of Incorporation or statute shall otherwise
provide.
Section 4. PRESIDING OFFICER. The Chairman of the Board or, in
his absence, the Chief Executive Officer or any other person designated from
time to time by the Board of Directors, shall preside at all meetings of the
shareholders.
ARTICLE II
Directors
Section 1. NUMBER OF DIRECTORS. The business of the Corporation
shall be managed by a Board of not less than three (3) nor more than eleven (11)
directors, who need not be shareholders of the Corporation, and the decisions of
the Board shall be by a majority of the members present.
Section 2. TENURE. At each annual meeting the shareholders shall
elect directors to hold office for one (1) year or until their successors are
elected and have qualified.
Section 3. VACANCIES. Any vacancy occurring in the Board of
Directors may be filled by the affirmative vote of a majority of the remaining
directors or by election at a meeting of shareholders. A director elected to
fill a vacancy shall be elected for the unexpired term of his predecessor in
office.
Section 4. MEETINGS OF THE BOARD; NOTICE. The Board of Directors
shall meet each year immediately after the normal meeting of shareholders, at
the same place. No notice of any kind to either old or new members shall be
necessary for such annual meeting or for any regular meeting of the directors
fixed from time to time by resolution of a majority of the Board of Directors.
Other meetings of the Board of Directors may be held upon three (3) days'
written notice upon the call of the Chief Executive Officer or any two
directors. Notice may be waived in writing before or after the time of such
meeting, and attendance of a director at a meeting shall constitute a waiver of
notice thereof. Neither the business to be transacted at, nor the purpose, of
any meeting need be specified in the notice of such meeting.
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<PAGE>
Section 5. QUORUM. A majority of the directors shall constitute
a quorum for the transaction of business; provided, however, that if any
vacancies exist for any reason, the remaining directors shall constitute a
quorum for the filling of such vacancies.
Section 6. REMOVAL OF DIRECTORS. (As amended on February 28,
1989) (a) A Director may be removed by the Board of Directors at any time, but
only with good cause shown therefor, if:
(i) the director was appointed by the Board of Directors to fill
a vacancy and shareholders have not elected directors in such
directors' class in the interval between the time of the
appointment to fill a vacancy and the time of the removal; and
(ii) a majority of the other directors present affirmatively vote
to remove the director.
(b) Any one or all of the directors may be removed with good
cause shown therefor, at any meeting of the shareholders called for that
purpose, by the affirmative vote of 60% of the voting power of the shares
entitled to vote; provided that removal is not opposed by more than 25% of the
voting power of the shares entitled to vote.
(c) "Good cause" for the purpose of this Section shall mean:
(i) conviction of a crime involving moral turpitude;
(ii) dishonesty in dealings with the Corporation or with respect
to its assets;
(iii) engaging in competition, directly or indirectly, with the
Corporation or usurping any corporate opportunity or advantage;
or
(iv) engaging in a contract or other transaction that involves a
conflict of interest between the director and the Company without
the good faith consent of the Board of Directors after complete
disclosure of all material facts with respect thereto.
(d) This Section 6 may be amended or repealed at any annual or
special meeting of the shareholders by the affirmative vote of the holders of
60% of the voting power of all shareholders entitled to vote, provided such
amendment or repeal shall not receive the negative vote of the holders of more
than 25% of the voting power of all shareholders entitled to vote.
Section 7. COMMITTEE OF DISINTERESTED PERSONS. The board may
establish a committee composed of two or more disinterested directors or other
disinterested persons to determine whether it is in the best interests of the
Corporation to pursue a particular legal right or remedy of the Corporation and
whether to cause the dismissal or discontinuance of a particular proceeding that
seeks to assert a right or remedy on behalf of the Corporation. For purposes of
this Section 7, a director or other person is "disinterested" if the director is
not the owner of more than one percent (1%) of the outstanding shares of, or a
present or former officer, employee, or agent of, the Corporation or of a
related corporation and has not been made or threatened to be made a party to
the proceeding in question. The committee, once established, is not subject to
direction, control, or termination by the board. A vacancy on the committee may
be filled by a majority vote of the remaining members. The good faith
determinations of the committee are binding upon the
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<PAGE>
Corporation and its directors, officers and shareholders. The committee's
existence shall terminate upon issuance of the final written report of its
determinations.
A disinterested person appointed to a committee so established is
deemed to be a director for the period of existence of the committee but has no
power to act as a director except in conjunction with the activities of the
committee.
Section 8. NOMINATIONS. (As adopted on August 23, 1988) No
candidate may be nominated for election as a director at the annual meeting of
shareholders and no votes cast in his or her name for election shall be counted,
unless the nomination of such person has been previously submitted to the Board
of Directors or its nominating committee in accordance with the provisions of
this Article II. If such nomination has been duly submitted, the nominee may be
nominated for election at any meeting held within twelve months thereafter,
notwithstanding the fact that such nominee is not listed as an alternate
candidate in the proxy furnished by management.
Section 9. MANAGEMENT NOMINEES. (As adopted on February 15,
1995) The Board of Directors or a nominating committee duly appointed by the
Board of Directors shall have the sole authority to designate candidates to
be nominated by management for election as directors of the Company.
Section 10. SHAREHOLDER NOMINEES. (As adopted on August 23,
1988) Any holder of voting shares of the Corporation may submit the nomination
of a candidate or candidates for election as director at the next meeting of
shareholders at which an election is to be held.
Each nomination proposed by a shareholder must be submitted to
the Secretary of the Corporation no later than sixty (60) days following the end
of the Corporation's fiscal year. Nominations shall only be deemed to have been
submitted on the date on which all of the following has been received by the
Corporation:
(a) all information about the nominee which may be required to be
provided in any proxy or information statement pursuant to the Securities
Exchange Act of 1934 and rules promulgated thereunder, as amended;
(b) a completed copy of the questionnaire required by the
Corporation for all director nominees, executed by the nominee;
(c) a statement signed by the nominee consenting to his
nomination and agreeing, if elected, to serve as a director of the Corporation;
and
(d) appropriate evidence that the person submitting the
nomination is a shareholder of the Corporation.
Copies of all appropriate forms for nomination required hereunder shall be made
available by the Secretary of the Corporation upon request of, and without
charge to, any shareholder.
-21-
<PAGE>
Section 11. ALTERNATE NOMINEES. (As adopted on August 23, 1988)
The Board of Directors, or its duly appointed nominating committee, may
designate one or more nominees submitted by shareholders in accordance with
Section 11 hereof, to appear as alternate candidates on any proxy solicited by,
or in any proxy or information statement furnished by, management in connection
with such annual meeting. The number of alternate candidates for election shall
not exceed the number of directors to be elected at the annual meeting for which
nominations are made. The Board of Directors, or its duly appointed nominating
committee, may use any means it deems reasonably appropriate to determine which
shareholder nominees, if any, may be listed as alternate candidates on
management's proxy and in any proxy or information statement supplied by the
Corporation in connection with such annual meeting of shareholders.
Section 12. EXECUTIVE COMMITTEE. (As adopted on February 15,
1995) The Board of Directors may establish an Executive Committee consisting of
not less than three nor more than five directors, at least one of whom shall be
a senior executive of the Company (an "inside" board member). The Board shall
designate one member of the Executive Committee as Chairman.
The Executive Committee shall not have the authority to alter
or amend these By-Laws, or to fill vacancies in the Board or in its own
membership, but the Board may delegate all other powers of the Board of
Directors to the Executive Committee in accordance with the Minnesota
Business Corporation Act. The Board of Directors shall have the power at any
time to change the membership of or to dissolve the Executive Committee.
The Executive Committee shall take no action except by
majority approval of all of its members. The Executive Committee shall meet
at the request of the Committee's Chairman or any member upon not less than
twenty-four hours notice, which may be given in writing, by facsimile
transmission or telephonically. Regular minutes of Executive Committee
proceedings shall be kept and reported at the next following meeting of the
Board of Directors and shall become a part of the record at that Board
meeting at which they are presented.
ARTICLE III
Officers
Section 1. NUMBER OF OFFICERS. The officers of the Corporation
shall consist of a Chairman of the Board, Chief Executive Officer, President,
Vice President, Chief Financial Officer, Secretary, Treasurer, and such other
officers and assistant officers and agents as may be chosen by the Board of
Directors from time to time. Any two offices may be held by one person, except
that the President shall not also hold the office of Vice President, and the
Chief Executive Officer shall not also hold the office of Chief Financial
Officer.
Section 2. ELECTION; VACANCIES; TENURE. Officers shall be chosen
at the annual meeting of the Board of Directors, to hold office until the next
annual meeting or until their successors are chosen and qualified. Any officer
may be removed with or without cause by the affirmative vote of a majority of
the Board of Directors. Any vacancy shall be filled by the affirmative vote of
a majority of the directors, and an officer so chosen shall hold office until
his successor is chosen and qualified. In the absence of an election or
appointment of a Chief Executive Officer or Chief Financial Officer by the
board, the person or persons exercising the principal functions of those offices
are respectively deemed to have been elected to those offices, except for the
purpose of determining the location of the principal executive office, which in
that case is the registered office of the corporation.
Section 3. CHAIRMAN OF THE BOARD. The Chairman of the Board of
Directors shall preside at all meetings of shareholders and directors and shall
perform such other duties as may be prescribed from time to time by these
By-Laws or by the Board of Directors.
Section 4. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer
shall:
(a) When present, and in the absence of the Chairman, preside at
all meetings of the board and of the shareholders;
(b) Have general active management of the business of the
Corporation;
(c) See that all orders and resolutions of the board are carried
into effect;
(d) Perform such duties as shall be delegated by the Board; and
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<PAGE>
(e) Render to the Board, whenever requested, an account of all
transactions by the Chief Executive officer.
Section 5. PRESIDENT. The President shall:
(a) Perform such duties as shall be delegated by the Board or by
the Chief Executive Officer; and
(b) Render to the Chief Executive Officer or the Board, whenever
requested, an account of all transactions by the President.
Section 6. CHIEF FINANCIAL OFFICER. The Chief Financial officer
shall:
(a) Keep accurate financial records for the Corporation;
(b) Deposit all money, drafts, and checks in the name of and to
the credit of the Corporation in the banks and depositories designated by the
board;
(c) Endorse for deposit all notes, checks, and drafts received by
the Corporation as ordered by the board, making proper vouchers therefor;
(d) Disburse corporate funds and issue checks and drafts in the
name of the Corporation, as ordered by the board;
(e) Perform other duties prescribed by the board or by the Chief
Executive Officer; and
(f) Render to the Chief Executive Officer and the board, whenever
requested, an account of all transactions by the Chief Financial Officer and of
the financial condition of the Corporation.
Section 7. TREASURER. The Treasurer shall:
(a) Perform such duties as shall be delegated by the Board, the
Chief Executive Officer or the Chief Financial Officer; and
(b) Render to the Chief Financial Officer, the Chief Executive
Officer or the Board, whenever requested, an account of all transactions by the
Treasurer.
Section 8. VICE PRESIDENT. Each Vice President, if any, shall
perform such duties as may be prescribed from time to time by these By-Laws, the
Board of Directors or the Chief Executive Officer.
Section 9. SECRETARY. The Secretary shall give proper notice of
meetings of shareholders and Board of Directors and other notices required by
law or by these By-Laws. He shall attend all meetings of the shareholders and
Board of Directors and shall maintain records of and, whenever necessary,
certify all proceedings of the Board and the shareholders. He shall also
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<PAGE>
perform all duties as these By-Laws, the Board of Directors, or the Chief
Executive Officer may from time to time prescribe.
Section 10. SALARIES. The salaries of all officers shall be
fixed by the Board of Directors and the fact that any officer is a director
shall not preclude him from receiving a salary or from voting upon the
resolution providing for the same.
Section 11. CONTRACTS. Except as otherwise provided by the Board
of Directors from time to time, all formal contracts of this Corporation shall
be executed on its behalf by the Chief Executive Officer or by the President,
and the corporate seal, if any, shall be thereto affixed and attested by the
Chief Financial Officer, the Treasurer, or Secretary.
Section 12. EXPENSES AND UNREASONABLE COMPENSATION. If any
expenses authorized to be reimbursed to an officer of this Corporation shall be
disallowed as a deduction to this Corporation, such expenses shall be deemed to
be additional compensation to such officers for the period in which received;
provided that if the treatment of such expenses as additional compensation, or
any other payments of salaries, bonuses, medical reimbursements or other
benefits paid to an officer of the Corporation shall be deemed unreasonable
compensation and disallowed as a deduction to this Corporation, then such
officer shall be obligated to immediately repay to the Corporation the full
amount of any such disallowance and the Board of Directors shall take whatever
action as, in the opinion of counsel to the Corporation, may be deemed necessary
to collect such disallowance.
Section 13. INDEMNITY. Each present or future director or
officer, whether or not then in office, and the executors, administrators, or
other legal representative of any such director or officer, shall be fully
indemnified by the Corporation, in the manner and to the extent allowed by
Minnesota Statutes 302A.521, or any amendment thereto.
ARTICLE IV
Capital Stock
Section 1. ISSUANCE OF SHARES. The capital stock, including both
authorized but previously unissued shares, as well as treasury shares, may be
issued for such consideration, not less than the par value thereof in the case
of shares having par value, as shall be fixed from time to time by the Board of
Directors.
Section 2. TRANSFER OF SHARES. (As amended on February 24, 1993)
The shares of the Corporation shall be transferable on the books of the
Corporation: (a) in the case of those shares represented by certificates, only
upon surrender of each certificate representing the same or with separate
written assignment accompanying the certificates, or (b) in the case of shares
without certificates, by delivery of written assignment in respect of the shares
being transferred. In either case, such certificate or written assignment shall
be properly endorsed by the registered holder or by his duly authorized
attorney, and any written assignment shall be in form and substance satisfactory
to the Corporation. Within a reasonable time after the issue or transfer of
shares without certificates, the Corporation shall send the shareholder a
written statement of any information required by Section 302A.417, Subd. 7 of
the Minnesota Business Corporation Act and by Section 336.8-408 of the Minnesota
Uniform Commercial Code, as each may be amended from time to time.
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<PAGE>
Section 3. CERTIFICATES OF STOCK. (As amended February 24, 1993)
Each holder of the shares of the Corporation shall be entitled to a certificate
signed by the Chairman, Chief Executive Officer or President and by the Chief
Financial Officer, Treasurer or Secretary of the Corporation and sealed with the
seal of the Corporation or a facsimile thereof. The certificates shall be in
such form as shall be approved by the Board of Directors. However, unless the
Board of Directors shall provide otherwise, and except for shares which are
subject to any restriction as to transfer, all of the shares of any or all of
the Corporation's classes or series may be issued without certificates. Shares
represented by certificates shall not be re-issued without certificates except
upon the request of the shareholder and until the certificate is surrendered to
the Corporation. A holder of such uncertificated shares may request that a
certificate be provided to such holder by giving notice to the Secretary of the
Corporation.
Section 4. TRANSFER AGENT AND REGISTRAR. (As amended February
24, 1993) The Board of Directors may appoint a transfer agent and registrar and
may require that any stock certificates issued bear the countersignature of said
transfer agent and registrar.
The Board of Directors shall have authority to make and alter
such rules and regulations as they may deem expedient concerning issue, transfer
and registration of shares of the stock of the Corporation and rights or options
relating thereto.
Section 5. RECORD DATE. The Board of Directors may fix a time,
not exceeding sixty (60) days preceding the date of any meeting of shareholders,
as the record date for determination of shareholders entitled to notice of and
to vote at such meeting and not exceeding forty (40) days preceding the date
fixed for payment of any dividend, delivery of any rights, or other distribution
allowed by law.
Section 6. LOST CERTIFICATES. Any person claiming a certificate
of stock to be lost, stolen, or destroyed shall furnish an affidavit of such
fact and shall furnish an appropriate bond of indemnity in form, substance,
amount and with surety satisfactory to legal counsel for the Corporation, in
which bond the Corporation and the Transfer Agent and Registrar shall be named
as obligees.
ARTICLE V
Miscellaneous
Section 1. SEAL. The corporate seal shall be circular in form
and have inscribed thereon the name of the Corporation, the State in which it is
incorporated and the words "corporate seal."
Section 2. FISCAL YEAR. The fiscal year of the Corporation shall
be fixed by the Board of Directors.
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<PAGE>
ARTICLE VI
Amendments
These By-Laws may be altered, amended or repealed by the Board of
Directors, subject to the power of the shareholders, by the affirmative vote of
a majority of the shareholders entitled to vote, at any meeting, to change or
repeal such By-Laws; provided that notice of such proposed amendment shall have
been given in the notice of such meeting; and provided that the Board of
Directors shall not make or alter any By-Law fixing their number,
qualifications, classifications or terms of office.
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<PAGE>
CONSOLIDATED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Consolidated Balance Sheets 11
Consolidated Statements of Income
and Retained Earnings 12
Independent Auditors' Report 12
Consolidated Statements of
Cash Flows 13
Notes to Financial Statements 14-18
Management's Discussion and
Analysis of Results of Operations and
Financial Condition 19-22
Selected Financial Data 23
Securities Market Makers 23
100 Shares Growth 23
Shareholder Information 24
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<PAGE>
HAWKINS CHEMICAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
OCTOBER 1, 1995 AND OCTOBER 2, 1994
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 9,906,107 $ 6,908,007
Investments (fair value approximates cost) 7,968,761 6,576,743
Trade receivables - less allowance for doubtful
accounts: 1995, $347,871; 1994, $115,661 10,512,260 9,509,808
Note receivable 208,943
Inventories 8,663,959 7,844,591
Prepaid expenses and other 1,647,660 1,339,833
Net assets of discontinued operations 1,602,051
----------- -----------
Total current assets 38,907,690 33,781,033
- --------------------------------------------------------------------------------
PROPERTY, PLANT AND EQUIPMENT:
Land 639,368 641,757
Buildings and improvements 11,551,741 9,882,802
Machinery and equipment 3,995,496 3,574,316
Transportation equipment 4,395,306 3,865,017
Office furniture and equipment 1,399,789 1,243,979
----------- -----------
Total 21,981,700 19,207,871
Less accumulated depreciation 10,542,805 9,625,865
----------- -----------
Property, net 11,438,895 9,582,006
- --------------------------------------------------------------------------------
OTHER ASSETS:
Intangible assets - less accumulated
amortization: 1995, $242,805; 1994, $178,008 882,356 947,153
Insurance trust 1,598,219 1,525,238
Note receivable - noncurrent 715,045
Other 148,609 139,554
----------- -----------
Total other assets 3,344,229 2,611,945
------------------------------------------------------------------------------
Total $53,690,814 $45,974,984
----------- -----------
----------- -----------
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable - trade $ 8,691,204 $ 5,746,620
Current portion of long-term debt 52,344 48,919
Dividends payable 736,804
Accrued payroll and employee benefits 2,117,478 2,152,535
Container deposits 1,633,359 1,597,007
Other accruals 1,334,742 640,420
----------- -----------
Total current liabilities 14,565,931 10,185,501
- ------------------------------------------------------------------------------------
Long-term debt 628,461 680,805
- ------------------------------------------------------------------------------------
Deferred income taxes 377,800 335,300
- ------------------------------------------------------------------------------------
Commitments and contingencies (Notes 6, 7 and 8)
- ------------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY:
Common stock - authorized: 15,000,000 shares of
$.05 par value; issued: 1995 - 10,525,772 shares;
1994 - 9,569,196 shares 526,289 478,460
Additional paid-in capital 34,235,623 26,869,988
Retained earnings 3,356,710 7,424,930
----------- -----------
Total shareholders' equity 38,118,622 34,773,378
------------------------------------------------------------------------------------
Total $53,690,814 $45,974,984
----------- -----------
----------- -----------
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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<PAGE>
HAWKINS CHEMICAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME & RETAINED EARNINGS
FOR THE YEARS ENDED OCTOBER 1, 1995, OCTOBER 2, 1994 AND OCTOBER 3, 1993
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Net sales $83,332,624 $71,423,471 $60,913,575
Cost of sales 65,555,938 55,284,721 47,119,867
----------- ----------- -----------
Gross profit 17,776,686 16,138,750 13,793,708
Selling, general and administrative expenses 8,580,805 8,259,281 6,425,353
Unusual and nonrecurring 750,000
----------- ----------- -----------
Income from operations 8,445,881 7,879,469 7,368,355
- ------------------------------------------------------------------------------------------------------------------------
Other income (deductions)
Interest income 930,580 575,731 448,620
Interest expense (55,341) (67,135) (8,168)
Miscellaneous 167,243 19,545 180,667
----------- ----------- -----------
Total other income, net 1,042,482 528,141 621,119
----------- ----------- -----------
Income from continuing operations before income taxes 9,488,363 8,407,610 7,989,474
Provision for income taxes from continuing operations 3,764,400 3,363,200 3,196,410
----------- ----------- -----------
Income from continuing operations 5,723,963 5,044,410 4,793,064
----------- ----------- -----------
Income (loss) from operations of Tessman Seed, Inc.(less applicable
income taxes (benefits) of ($46,500), $18,200 and ($226,300), respectively) (69,905) 27,323 (339,675)
Loss on disposal of assets of Tessman Seed, Inc. (less applicable
income tax benefit of $214,200) (321,266)
----------- ----------- -----------
Income (loss) from discontinued operations (391,171) 27,323 (339,675)
----------- ----------- -----------
Net income 5,332,792 5,071,733 4,453,389
- ------------------------------------------------------------------------------------------------------------------------
Retained earnings, beginning of year 7,424,930 6,593,703 5,507,603
Stock dividend (7,413,464) (3,073,505) (2,493,361)
Cash dividend (1995 - $.21 per share;
1994 - $.12 per share; 1993 - $.09 per share) (2,174,448) (1,278,164) (957,111)
Income tax savings from dividends paid on ESOP shares 186,900 111,163 83,183
----------- ----------- -----------
Retained earnings, end of year $ 3,356,710 $ 7,424,930 $ 6,593,703
----------- ----------- -----------
----------- ----------- -----------
Weighted average number of shares outstanding 10,525,772 10,525,772 10,525,772
----------- ----------- -----------
----------- ----------- -----------
Earnings per common share - continuing operations $.55 $.48 $.45
Earnings per common share - discontinued operations (0.04) (0.03)
----------- ----------- -----------
Earnings per common share - net $.51 $.48 $.42
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
INDEPENDENT AUDITORS' REPORT
To the Shareholders of Hawkins Chemical, Inc.:
We have audited the accompanying consolidated balance sheets of Hawkins
Chemical, Inc. and its subsidiaries (the Company) as of October 1, 1995 and
October 2, 1994 and the related consolidated statements of income and retained
earnings and cash flows for each of the three years in the period ended
October 1, 1995. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Hawkins Chemical, Inc. and its
subsidiaries at October 1, 1995 and October 2, 1994 and the results of their
operations and their cash flows for each of the three years in the period ended
October 1, 1995 in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
December 12, 1995
-29-
<PAGE>
HAWKINS CHEMICAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED OCTOBER 1, 1995, OCTOBER 2, 1994 AND OCTOBER 3, 1993
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 5,332,792 $ 5,071,733 $ 4,453,389
Loss on disposal of assets of Tessman Seed, Inc. 321,266
Loss on discontinued operations of Tessman Seed, Inc. 69,905 (27,323) 339,675
Unusual and nonrecurring charge 415,000
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 1,303,981 1,194,054 1,144,467
Amortization 64,797 64,797 6,129
Change in LIFO inventory reserve 852,658 2,125,188 (2,275,024)
Change in inventory market value reserve (1,470,000) 1,470,000
Deferred income taxes (28,800) 603,312 (764,673)
Earnings on insurance trust and other assets (82,036) (80,755) (78,226)
Gain (loss) from property disposals (4,821) 20,294 (1,211)
Changes in current assets and liabilities:
Accounts receivable (1,002,452) (809,851) (1,760,210)
Inventories (1,672,026) (2,476,256) 2,562,037
Accounts payable 2,944,584 1,108,147 (66,810)
Accrued liabilities 280,617 217,820 491,396
Other (49,627) (367,043) 191,646
Change in net assets of discontinued operations 66,166 646,184 672,567
----------- ----------- -----------
Net cash provided by operating activities 8,812,004 5,820,301 6,385,152
- -----------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant, and equipment (3,650,719) (1,762,952) (1,333,177)
Purchase of investments (2,282,044) (3,657,533) (2,135,948)
Sale of investments 890,026
Acquisition of Industrial Chemical (1,772,706)
Proceeds from property disposals 494,670 39,481 15,607
Cash received on sale of assets and business of
Tessman Seed, Inc. 220,726
----------- ----------- -----------
Net cash used in investing activities (4,327,341) (7,153,710) (3,453,518)
- -----------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt repayment (48,919)
Cash dividends paid (1,437,644) (1,278,164) (957,111)
----------- ----------- -----------
Net cash used in financing activities (1,486,563) (1,278,164) (957,111)
- -----------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 2,998,100 (2,611,573) 1,974,523
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 6,908,007 9,519,580 7,545,057
CASH AND CASH EQUIVALENTS, END OF YEAR ----------- ----------- -----------
$ 9,906,107 $ 6,908,007 $ 9,519,580
----------- ----------- -----------
----------- ----------- -----------
- -----------------------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Note receivable on sale of Tessman Seed, Inc. $ 1,044,714
-----------
-----------
Cash paid during the year for:
Interest $ 58,389 $ 16,054 $ 7,734
----------- ----------- -----------
----------- ----------- -----------
Income taxes $ 2,717,611 $ 3,461,361 $ 3,441,502
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-30-
<PAGE>
HAWKINS CHEMICAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED OCTOBER 1, 1995, OCTOBER 2, 1994 AND OCTOBER 3, 1993
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS
Hawkins Chemical, Inc. and its subsidiaries (the Company) is engaged in the
wholesale trade of chemicals and chemical feeding and control equipment and
formulating and blending of specialty chemicals.
BASIS OF CONSOLIDATION
The financial statements include the accounts of the Company and its wholly
owned subsidiaries. All significant inter-company transactions and balances have
been eliminated. The Company's fiscal year is a 52/53-week year ending on the
Sunday closest to September 30th.
CASH EQUIVALENTS
For the purpose of these statements, cash equivalents include all liquid debt
instruments (primarily cash funds and certificates of deposits) purchased with
an original maturity of three months or less. Cash equivalents are carried at
fair value, which approximates cost.
INVESTMENTS
Investments classified as available-for-sale consist of insurance contracts and
marketable securities (primarily municipal bonds and annuity contracts) carried
at fair value which approximates cost. Effective October 3, 1994, the
Company adopted Financial Accounting Standards No. 115, "Accounting for
Certain Investments in Debt and Equity Securities." This Statement requires
all investments classified as available-for-sale in equity securities that
have readily determinable fair values and all investments in debt securities
to be accounted for and reported at fair value. Prior to 1995, the Company
accounted at cost which approximated fair value. The adoption of SFAS No. 115
resulted in no cumulative effect on operations, and the prior years'
consolidated financial statements were not restated.
INVENTORIES
Inventories, consisting primarily of finished goods, are valued at the lower of
cost or net realizable value, with cost being determined using the last-in,
first-out (LIFO) method (See Note 3).
PROPERTY, PLANT AND EQUIPMENT
Property is stated at cost and depreciated over the lives of the assets using
both straight-line and declining-balance methods. Estimated lives are: buildings
and improvements, 10 to 50 years; machinery and equipment, 3 to 15 years;
transportation equipment, 3 to 10 years; and office furniture and equipment, 3
to 10 years.
INTANGIBLES
The excess of cost of investments in subsidiaries over equity in net assets of
$245,145 is being amortized over forty years. Additionally, goodwill associated
with the purchase of Industrial Chemical & Equipment in the amount of $880,016
is being amortized over 15 years (See Note 10).
INSURANCE TRUST
From October 1, 1985 through September 30, 1989, the Company was self-insured
for the risk of losses from product liability. The Company deposited amounts in
a self-insurance trust account to fund any losses (none have been incurred since
1985). Since October 1989, the Company has had insurance coverage for product
liability for up to $1,000,000 in claims made annually.
INCOME TAXES
The Company adopted Financial Accounting Standards SFAS No. 109, "Accounting for
Income Taxes," effective the beginning of fiscal 1994. This statement requires
recognition of deferred assets and liabilities for the expected future tax
consequences of events that have been included in the financial statements or
tax returns. Under this method, deferred tax assets and liabilities are
determined based on the differences between the financial statements and the tax
basis of assets and liabilities using enacted tax rates in effect for the years
in which the differences are expected to reverse. Prior to fiscal 1993, the
Company accounted for income taxes under the provisions of Accounting Principles
Board Opinion No. 11 (APB No. 11). The adoption of SFAS No. 109 resulted in no
cumulative effect on operations, and the prior years' consolidated financial
statements were not restated (See Note 5).
REVENUE RECOGNITION
The Company recognizes revenues upon shipment of the product.
EARNINGS PER SHARE
The earnings per share computation is based on the weighted average number of
common shares outstanding during the year. The average number of common shares,
earnings per share and cash dividends per share for the years ended October 2,
1994 and October 3, 1993 have been restated to reflect the 1995 stock dividend
(see Note 4).
CONCENTRATION OF CREDIT RISK
Financial instruments which potentially subject the Company to a concentration
of credit risk principally consist of cash, short-term investments and trade
receivables. The Company sells its principal products to a large number of
customers in many different industries. To reduce credit risk, the Company
routinely assesses the financial strength of its customers. The Company invests
its excess cash balances in certificates of deposit at a single financial
institution. At October 1, 1995, the Company had certificates of deposits in
excess of federally insured limits of approximately $4,871,000.
-31-
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board has issued two Financial Accounting
Standards (FAS) related to Disclosures about the Fair Value of Financial
Instruments and Derivative Financial Instruments. FAS 107 and 119 are effective
for fiscal years ending after December 15, 1995. FAS 107 or 119 will not have a
material impact on the Company's financial condition or results of operations.
In October 1995, the Financial Accounting Standards Board issued Financial
Standard No. 123, " Accounting for Stock-Based Compensation," (FAS 123) which
requires adoption of the disclosure provisions and/or the adoption of the
recognition and measurement provisions for nonemployee transactions no later
than December 15, 1995. The Company currently does not have any agreements that
offer stock based compensation to either employees or non-employees.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2. PENSION, PROFIT-SHARING AND EMPLOYEE STOCK OWNERSHIP PLANS
The Company has a defined contribution pension plan covering substantially all
of its non-union employees. Pension expense for the years ended October 1, 1995,
October, 2, 1994 and October 3, 1993 was $363,498, $331,990 and $310,407,
respectively. The Company's cost for the pension plan is determined as 7% of
each employee's covered compensation. Amounts charged to pension expense and
contributed to union multi-employer pension plans (not included in the above
amounts) were not material. It is the Company's policy to fund all pension
costs accrued.
The Company has an employee stock ownership plan and a profit-sharing plan
covering substantially all of its non-union employees. Contributions are made at
the discretion of the Board of Directors subject to a maximum amount allowed
under the Internal Revenue Code. Contributions for the years ended October 1,
1995, October 2, 1994, and October 3, 1993 were $793,244, $740,379, and
$491,939, respectively. The Company does not currently offer any post retirement
benefits or deferred stock compensation plans.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
3. INVENTORIES
<TABLE>
<CAPTION>
Inventories consist of
the following: 10/1/95 10/2/94
- -------------------------------------------------------------
<S> <C> <C>
Finished goods (FIFO Basis) $10,507,212 $8,835,186
LIFO reserve (1,843,253) (990,595)
----------- ----------
Net inventory $ 8,663,959 $7,844,591
----------- ----------
----------- ----------
</TABLE>
In fiscal 1995, the LIFO reserve increased by $852,658. As a result, the ending
LIFO cost was less than the ending cost determined using the first-in, first-out
(FIFO) method by $1,843,253. The increase in the LIFO reserve was caused by a
significant increase in the cost of a single large-volume component of
inventory.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
4. COMMON STOCK
<TABLE>
<CAPTION>
Common Stock Add'l Paid-in
Shares Amount Capital
- -----------------------------------------------------------------------
<S> <C> <C> <C>
Balance, September 27, 1992 8,680,234 $434,012 $21,347,570
5% stock dividend 433,628 21,681 2,471,680
---------- -------- -----------
Balance, October 3, 1993 9,113,862 455,693 23,819,250
5% stock dividend 455,334 22,767 3,050,738
---------- -------- -----------
Balance, October 2, 1994 9,569,196 478,460 26,869,988
10% stock dividend 956,576 47,829 7,365,635
---------- -------- -----------
Balance, October 1, 1995 10,525,772 $526,289 $34,235,623
---------- -------- -----------
---------- -------- -----------
</TABLE>
The stock dividends in 1995, 1994 and 1993 were accounted for by transferring
the fair value of the issued stock from retained earnings to the categories of
permanent capitalization as common stock (par value) and additional paid-in
capital.
-32-
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
5. INCOME TAXES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
The provisions for income taxes
are as follows: 1995 1994 1993
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
Federal - current $2,972,203 $2,040,755 $3,115,546
States - current 820,997 719,133 845,537
Deferred (28,800) 603,312 (764,673)
---------- ---------- ----------
Total provision - continuing operations $3,764,400 $3,363,200 $3,196,410
---------- ---------- ----------
---------- ---------- ----------
Federal - current $(190,300) $13,300 $(165,200)
States - current (70,400) 4,900 (61,100)
---------- ---------- ----------
Total (benefit) provision - discontinued
operations $(260,700) $18,200 $(226,300)
---------- ---------- ----------
---------- ---------- ----------
<CAPTION>
A reconciliation of the provision
for income taxes, based on income
from continuing operations, to the
applicable federal statutory income
tax rate is as follows: 1995 1994 1993
- --------------------------------------------------------------------------------------
Statutory federal income tax
35%, 35% and 34%, respectively $3,320,927 $2,942,663 $2,716,421
Effect of graduated rate (94,884) (84,076)
State income taxes, net of
federal deduction 520,955 380,829 439,680
Tax-exempt income (90,925) (28,610) (23,406)
Other, net 108,327 152,394 63,715
---------- ---------- ----------
Total $3,764,400 $3,363,200 $3,196,410
---------- ---------- ----------
---------- ---------- ----------
<CAPTION>
The tax effects of items comprising
the Company's net deferred
tax asset (liability) are as follows: 1995 1994
- --------------------------------------------------------------------------------------
Current deferred taxes:
Accruals and reserves $ 323,624 $ 247,573
Inventory capitalization 257,326 235,722
Bad debt reserves 137,103 58,660
Inventory write-off 48,021
Other 47,458 104,235
---------- ----------
Total* $ 765,511 $ 694,211
---------- ----------
---------- ----------
Noncurrent deferred taxes:
Property basis differences $ (377,800) $ (335,300)
---------- ----------
---------- ----------
</TABLE>
*Included in prepaid expenses and other on the consolidated balance sheets.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
6. LONG-TERM DEBT
Long-term debt at October 1, 1995 is summarized as follows:
<TABLE>
<S> <C>
Note payable, due in annual
installments to 2002 $680,805
Less current portion 52,344
---------
Total $628,461
---------
---------
</TABLE>
Long-term debt maturities for the five fiscal years subsequent to 1995 are:
1996 - $52,344, 1997 - $56,008, 1998 - $59,928, 1999 - $89,123 and 2000 -
$95,362.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
7. LEASES
The Company has various operating leases for land and buildings on which some of
its operations are located. Total rental expense for the years ended October 1,
1995, October 2, 1994 and October 1, 1993 was $41,042, $87,196 and $33,632,
respectively. Future minimum lease payments due under operating leases with an
initial term of one year or more at October 1, 1995 were: 1996 - $34,385; 1997
- - $34,385; 1998 - $34,385; 1999 - $8,596.
-33-
<PAGE>
8. CONTINGENCIES
The Company is subject to various federal, state and local provisions regarding
discharge of materials into the environment or otherwise relating to the
protection of the environment. The Company is currently defending certain legal
and administrative proceedings in connection with landfill sites in which
products distributed by the Company were ultimately disposed of by other
parties. While the outcome of such matters is particularly difficult to predict,
management does not expect that these matters will have a material adverse
effect on the consolidated financial condition of the Company or results of
operations.
During 1995, the Company had a fire in the office/warehouse of The Lynde
Company, a wholly owned subsidiary. The building, inventory, financial records
and office equipment destroyed in the fire were fully insured. Included in
prepaids and other assets at October 1, 1995 the Company has $572,351 recorded
for reimbursements due from the insurance company related to the items
destroyed. Subsequent to October 1, 1995 this amount has been received from the
insurance company. The Company's operations were not materially impacted by the
event as operations were able to be relocated to other facilities.
The unusual and nonrecurring charge of $750,000 was recorded to cover estimated
settlement costs to be incurred by the Company in connection with a lawsuit
filed against the Company as a result of the fire. As of October 1, 1995, the
Company had paid $335,000 in settlement costs related to the fire. At October 1,
1995, management estimates that the Company will incur additional costs related
to the lawsuit. The remaining reserve represents managements best estimate of
those additional costs.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
9. SUMMARY OF OPERATIONS BY QUARTER
<TABLE>
<CAPTION>
(UNAUDITED -- in thousands of dollars, except per share amounts)
- ---------------------------------------------------------------------------------------------------------
1995 1st 2nd 3rd 4th
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $16,494 $18,903 $26,519 $21,417
Gross margin 3,638 3,974 5,290 4,875
Income - Continuing operations 1,173 898 1,898 1,755
Loss - Discontinued operations (57) (334)
Net income 1,116 564 1,898 1,755
Earnings per share - Continuing operations .12 .08 .18 .17
Earnings (loss) per share - Discontinued operations (.01) (.03)
Earnings per share - Net .11 .05 .18 .17
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
1994 1st 2nd 3rd 4th
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $14,192 $15,293 $22,556 $19,382
Gross margin 3,436 3,588 4,587 4,528
Income - Continuing operations 1,089 1,104 1,465 1,387
Income (loss) - Discontinued operations (28) 5 112 (62)
Net income 1,061 1,109 1,577 1,325
Earnings per share - Continuing operations .11 .10 .14 .13
Earnings (loss) per share - Discontinued operations .01 (.01)
Earnings per share - Net .11 .10 .15 .12
</TABLE>
-34-
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
10. ACQUISITIONS
Effective October 4, 1993, the Company acquired the assets of Industrial
Chemical and Equipment Company, consisting primarily of receivables, inventory,
and equipment for $2,502,430. Industrial Chemical and Equipment specializes in
supplying chemicals, equipment and technical services to the metal finishing and
electronic plating industries. The purchase price consisted of cash of
$1,772,706 and a note for $729,724 payable in nine annual installments including
7% interest. The cash was paid and the note is payable to John Michel, the
former owner of Industrial Chemical and Equipment and a current officer of the
Company. The transaction was accounted for as a purchase and the results of
operations since the date of acquisition have been included in the accompanying
consolidated financial statements.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
11. DISCONTINUED OPERATIONS
Effective March 1, 1995, the Company sold the inventory, equipment and
operations of Tessman Seed, Inc., which sold a wide range of horticulture and
pest control products. As a result of the sale, the Company recorded a loss on
disposal of $321,166, net of a tax benefit of $214,200, to write down Tessman's
assets to the amount realized.
Operating results of Tessman Seed, Inc., for the years ended October 1, 1995,
October 2, 1994 and October 3, 1993 were as follows:
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Operating revenues $ 931,105 $4,580,703 $5,037,319
Costs and expenses 1,047,510 4,535,180 5,603,294
</TABLE>
The assets and liabilities of Tessman Seed have been reclassified on the
consolidated balance sheets from their historic presentation to separately
identify them as net assets of discontinued operations and principally consisted
of accounts receivable, inventory, equipment and accounts payable. At October 1,
1995, there are no assets or liabilities related to Tessman Seed remaining.
The inventory, equipment and operations of Tessman were sold for $1,144,714. At
closing Hawkins received $100,000 and a note receivable for the balance. The
note receivable is due in equal annual installments over the next five years
plus interest at 8%.
-35-
<PAGE>
HAWKINS CHEMICAL, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
OVERALL SUMMARY
Net sales increased 17% to $83,332,624 in fiscal 1995 from $71,423,471 in fiscal
1994 (all amounts are exclusive of Tessman Seed, Inc., which was sold on March
1, 1995 and has been treated as discontinued operations), and net income
increased 5% over 1994 to $5,332,792. Net earnings per share, after recording
the loss for discontinued operations, were $.51 in fiscal 1995 compared to $.48
per share in fiscal 1994. Return on shareholders' equity was 14.6% for 1995,
compared to 15.5% for 1994. The book value per share at October 1, 1995 was
$3.62 compared to $3.30 one year ago.
RESULTS OF OPERATIONS
The general economic environment in our markets has improved slightly with the
overall improvement in the economy. While this improvement had a favorable
impact on earnings, management will continue to focus efforts on programs aimed
at improving profitability and controlling costs.
NET SALES
For the year ended October 1, 1995, sales increased $11,909,153, a 17% increase
from 1994, due to increased volume in all of the Company's divisions and
subsidiaries and to an increase in the selling price of a single, large-volume
product. The warmer weather again this past season continued to increase demand
in our subsidiaries supplying the water treatment industry. For the year ended
October 2, 1994 sales increased $10,509,896, up 17% from 1993, due to the
acquisition of the business of Industrial Chemical & Equipment Company (ICE) on
October 4, 1993 and to increased volume in most of the Company's divisions and
subsidiaries as the warm weather increased demand for water treatment products.
Because of the diversity of products and product lines of Hawkins Chemical and
its divisions and subsidiaries, any future decreases in sales due to poor
weather conditions should not have a material impact on consolidated operating
income.
GROSS MARGINS
Gross margin as a percentage of sales was 21.3% in 1995 and 22.6% in 1994 and
1993. The decrease is mainly attributable to the increased cost of the single
large-volume product mentioned above. At the end of fiscal 1993, the cost of
this product dropped substantially, causing unusually high gross margins in 1993
and 1994. Gross margins for fiscal 1995 are now more in line with what they
have been in the past. The price of the singe large-volume product is not
expected to change dramatically in the foreseeable future and margins,
therefore, are expected to remain relatively stable. The Company has also
generally been able to, and expects to continue to, adjust its selling prices as
the cost of materials and other expenses change, thereby maintaining relatively
stable gross margins.
The Company's caustic soda operations are located on the Mississippi River,
enabling the Company to receive caustic soda through barge transportation. When
the river has flooded in the past, the Company has been able to receive caustic
soda by tank cars. Although the use of tank cars has resulted in additional
costs, results of operations have not been materially impacted. Based on this
experience, the Company does not expect future flooding to have a material
impact on the Company's financial condition or results of operations.
SELLING, GENERAL AND ADMINISTRATIVE
Selling, general, and administrative expenses increased over the previous year
in each of the three fiscal years presented - up 3.9% for 1995, 28.5% for 1994
and 4.5% for 1993. The 1995 increase over 1994 is due mainly to increased costs
of operation and approximates the inflation rate. Approximately one-half of the
1994 increase represents the added costs of the new Industrial Chemical &
-36-
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Equipment division, approximately one-third was due to increased employment
costs (salaries, commissions, insurance, benefit plans, and payroll taxes) and
the remainder was due to minor increases in all other components.
UNUSUAL AND NONRECURRING CHARGE
The unusual and nonrecurring charge of $750,000 was recorded in 1995 to cover
settlement costs which may be incurred by the Company in connection with its
defense of a lawsuit filed against the Company. The lawsuit alleges that the
plaintiffs sustained damages resulting from a fire at an office/warehouse
facility used by The Lynde Company, a wholly owned subsidiary of the Company.
As of October 1, 1995, the Company had paid $335,000 in settlement and legal
costs relating to the fire. Management expects to incur additional costs in
future periods in connection with this suit. The remaining reserve represents
management's best estimate of those additional costs.
The Company's primary and umbrella insurers have denied coverage of any
liability which might arise in connection with this lawsuit and have rejected
the tender of the defense of the lawsuit. The Company has commenced a lawsuit
against its insurers, seeking a finding that the Company's liability exposure is
covered by the applicable policies. This action is still in a preliminary stage
and it is not possible to project what recovery, if any, may be obtained by the
Company from its insurers.
OTHER INCOME
Interest income was up 62% in 1995 and 28% in 1994 as compared to the previous
year due to more cash available for investment and a higher rate of return on
cash investments. Interest income was up in 1993 (4%) as compared to 1992 due
to more cash available for investments. Interest expense in 1995 and 1994 is
the result of the Company issuing a note payable to the seller in connection
with the acquisition of the assets of Industrial Chemical & Equipment Company.
Other miscellaneous income (deductions) increased in 1995 as compared to 1994
and decreased in 1994 as compared to 1993 due to the loss on an investment and a
decrease in rental income in 1994.
The Company is currently defending certain legal and administrative proceedings
in connection with three landfill sites in which products distributed by the
Company and certain excess materials were allegedly disposed of by the Company.
While the outcome of such matters is particularly difficult to predict, recent
developments lead management to reasonably believe that the Company will not
incur additional liability with respect to the landfill sites beyond settlement
payments made in previous periods.
PROVISIONS FOR INCOME TAXES
The effective income tax rate for the year ended October 1, 1995 was 39.7% and
40% for the years ended October 2, 1994 and October 3, 1993. The decrease in
fiscal 1995 was due mainly to an increase in tax-free income on investments in
municipal bonds. In February 1992, the Financial Accounting Standards Board
issued Financial Accounting Standards No. 109, "Accounting for Income Taxes"
(FAS 109). The Company adopted the statement as required in the beginning of
fiscal 1994. The impact on the Company's financial position and results of
operations was not material.
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<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Inflation has not had a significant impact on the Company, as it has generally
been able to adjust its selling prices as the cost of materials and other
expenses have changed, with the exception of slight fluctuations caused by a
single, large-volume product as described previously.
DISCONTINUED OPERATIONS
Effective March 1, 1995, the Company sold the inventory, equipment and
operations of Tessman Seed. As a result of the transaction the Company recorded
a loss on the disposal in the second quarter of $321,266, net of a tax benefit
totaling $214,200, to write-down Tessman's assets to the amount realized.
Revenues for Tessman were $931,105, $4,980,703 and $5,037,319 for fiscal 1995,
1994 and 1993, respectively. The income/(loss) for Tessman for the three
periods presented was less than $.04 per share in each period.
FINANCIAL CONDITION
LIQUIDITY
Cash provided by operations was $8,812,004 in fiscal 1995, compared with
$5,820,301 in 1994 and $6,385,152 in 1993. The increase in fiscal 1995 was due
primarily to increases in accounts payable and net income, which were partially
offset by increases in accounts receivable and net inventory. Accounts payable
increased approximately $2.9 million due to the timing of year-end shipments and
an increase in storage capacity. For a more detailed discussion of the increase
in net income see the Results of Operations section of this discussion and
analysis. Accounts receivable increased $1,002,452 in 1995 as compared to 1994
due to increased sales activity. Net inventories increased $819,368 in 1995 as
compared to 1994. As with accounts payable, the increase in inventories is due
to additional storage facilities, the timing of large barge shipments and the
increased cost of a single large-volume product.
Cash and cash investments increased by $4,390,118 to $17,874,868 at the end of
fiscal 1995. The Company is investing excess cash primarily in conservative
investments. Cash equivalents consist of bank certificates of deposit and
investments consist of investment contracts with high-rated, stable insurance
companies and marketable securities consisting of municipal bonds carried at
fair value which approximates cost. Cash equivalents and cash investments are
highly liquid and are available upon demand with a minor penalty.
On March 1, 1995, the inventory, equipment and operations of the Company's
Tessman Seed subsidiary was sold for $1,144,714. At closing Hawkins received
$100,000 and a note receivable for the balance. The note receivable is due over
the next five years plus interest at 8%.
CAPITAL RESOURCES
Capital expenditures in fiscal years 1995, 1994, and 1993 were $3,650,719,
$1,762,952 and $1,333,177, respectively. Capital improvements and additions
accounted for $2.2 million and transportation equipment accounted for $.8
million of the total capital expenditures in fiscal 1995. The improvements
included a new 1.5 million gallon tank at the Company's Mississippi River
terminal operations and a 15,000 square foot addition to the warehouse
facilities at the Company's home offices in Minneapolis.
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<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
OUTLOOK
Management does not anticipate the need for stock or debt issuances in the short
or long term, as cash, investments, and cash flows from operations have been
more than adequate to fund working capital, capital investment and dividend
needs. If the need for additional financing arises, however, management will
consider issuance of debt or equity if such financing can be obtained on
favorable terms. Although management continually looks for companies to acquire
and for ways to modernize its warehouse facilities and equipment, no material
commitments for acquisitions or capital expenditures currently exist.
Other than as discussed above, management is not aware of any matters or trends
that have materially affected the results of operations for fiscal 1995 that are
not expected to have either short or long-term implications, nor is it aware of
any trends or other matters that have not materially affected results in fiscal
1995 but are expected to have a material effect on future periods.
ACCOUNTING PRONOUNCEMENTS
Effective October 3, 1994, the Company adopted Financial Accounting Standards
No. 115, "Accounting for Certain Investments in Debt and Equity Securities."
This statement requires all investments classified as available-for-sale in
equity securities that have readily determinable fair values and all investments
in debt securities to be accounted for and reported at fair value. The adoption
of SFAS No. 115 resulted in no cumulative effect on operations, and the prior
years' consolidated financial statements were not restated.
The Financial Accounting Standards Board has issued two Financial Accounting
Standards (FAS) related to Disclosures about the Fair Value of Financial
Instruments and Derivative Financial Instruments. FAS 107 and 119 are effective
for fiscal years ending after December 15, 1995. FAS 107 or 119 will not have a
material impact on the Company's financial condition or results of operations.
In October 1995, the Financial Accounting Standards Board issued Financial
Standard No. 123, "Accounting for Stock-Based Compensation," (FAS 123) which
requires adoption of the disclosure provisions and/or the adoption of the
recognition and measurement provisions for nonemployee transactions no later
than December 15, 1995. The Company currently does not have any agreements that
offer stock based compensation to either employees or non-employees.
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<PAGE>
SHAREHOLDER INFORMATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
QUARTERLY STOCK DATA
1995 Quarter High Low
- ------------ -------- --------
1st 6 5/8 5 7/8
2nd 7 1/2 5 7/8
3rd 7 1/2 6 1/4
4th 8 6 7/8
1994 Quarter High Low
- ------------ -------- --------
1st 5 1/2 4 1/2
2nd 6 1/2 5 1/8
3rd 6 3/4 5
4th 6 1/2 5 1/4
The common stock of Hawkins Chemical, Inc. is quoted on the NASDAQ National
Market System. The price information represents closing sale prices reported in
the NASDAQ/NMS Monthly Statistical Report. There were 868 common shareholder
accounts on October 1, 1995. The prices are adjusted to reflect the 10% stock
dividend that occurred on March 31, 1995 and the 5% stock dividend on March 25,
1994. A cash dividend of $.14 per share was paid during the third quarter of
fiscal 1995, and $.12 per share was paid during the third quarter of fiscal
1994. A cash dividend of $.07 per share was declared in the fourth quarter of
fiscal 1995 and paid in the first quarter of fiscal 1996 (see Note 1).
STOCK EXCHANGE
Hawkins Chemical, Inc. common stock is traded on the NASDAQ National Market
System under the symbol HWKN.
FORM 10-K AVAILABLE
Hawkins Chemical, Inc. will provide to each person whose proxy is solicited,
upon the written request by such person, a copy of its Annual Report on Form 10-
K as filed with the Securities and Exchange Commission, including financial
statements and schedules. Such request should be directed to Hawkins Chemical,
Inc., Attention: Corporate Secretary, 3100 East Hennepin Avenue, Minneapolis,
Minnesota 55413.
REGISTRAR AND TRANSFER AGENT
Norwest Shareowner Services
P.O. Box 64854
St. Paul, MN 55164-0854
(800) 468-9716
(612) 450-4064
CORPORATE OFFICES
3100 East Hennepin Avenue
Minneapolis, Minnesota 55413
(800) 328-5460
(612) 331-6910
ANNUAL MEETING
The annual meeting of the shareholders of Hawkins Chemical, Inc. will be held
February 7, 1996, at the Sheraton Minneapolis Metrodome, 1330 Industrial
Boulevard, Minneapolis, Minnesota, at 3:00 p.m.
-40-
<PAGE>
SCHEDULE II
HAWKINS CHEMICAL, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED OCTOBER 1, 1995, October 2, 1994 AND OCTOBER 3, 1993
<TABLE>
<CAPTION>
ADDITIONS
---------------------------
BALANCE AT CHARGED TO CHARGED TO BALANCE AT
BEGINNING OF COSTS AND OTHER DEDUCTIONS END OF
DESCRIPTION YEAR EXPENSES ACCOUNTS WRITE-OFFS YEAR
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Reserve deducted from
asset to which it
applies - allowance
for doubtful accounts:
YEAR ENDED:
October 1, 1995 $115,661 $200,499 $62,879 $31,168 $347,871
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
YEAR ENDED:
October 2, 1994 $ 92,269 $ 91,610 $ $48,218 $115,661
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
YEAR ENDED:
October 3, 1993 $ 51,237 $ 40,131 $ $ 5,099 $ 92,269
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Reserve deducted from
asset to which it
applies - allowance
for inventory market
valuation:
YEAR ENDED:
October 1, 1995 $ $ $ $ $
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
YEAR ENDED:
October 2, 1994 $1,470,000 $ $ $1,470,000 $
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
YEAR ENDED:
October 3, 1993 $ $1,470,000 $ $ $1,470,000
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
</TABLE>
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<PAGE>
EXHIBIT 21
All of the following are wholly owned subsidiaries of the Registrant:
SUBSIDIARY STATE IN WHICH ORGANIZED
- ---------- ------------------------
The Lynde Company Minnesota
Feed-Rite Controls, Inc. Minnesota
Mon-Dak Chemical, Inc. North Dakota
Dakota Chemical, Inc. South Dakota
The financial statements of The Lynde Company, Feed-Rite Controls, Inc., Mon-Dak
Chemical, Inc., and Dakota Chemical, Inc. are consolidated with those of the
Registrant.
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<PAGE>
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT AND REPORT ON SCHEDULE
We consent to the incorporation by reference in Registration Statement No.
33-41323 of Hawkins Chemical, Inc. and subsidiaries (the Company) on Form S-8
of our report dated December 12, 1995 appearing in the Annual Report on Form
10-K for the Company for the year ended October 1, 1995.
Our audits of the financial statements referred to in our aforementioned report
also included the financial statement schedule of the Companies listed in Item
14(a)(2). This financial statement schedule is the responsibility of the
Companies' management. Our responsibility is to express an opinion based on our
audit. In our opinion, such financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, present fairly in
all material respects the information set forth therein.
DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
December 26, 1995
-43-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-01-1995
<PERIOD-START> OCT-03-1994
<PERIOD-END> OCT-01-1995
<CASH> 9,906,107
<SECURITIES> 7,968,761
<RECEIVABLES> 10,512,260
<ALLOWANCES> 0
<INVENTORY> 8,663,959
<CURRENT-ASSETS> 38,907,690
<PP&E> 11,438,895
<DEPRECIATION> 0
<TOTAL-ASSETS> 53,690,814
<CURRENT-LIABILITIES> 14,565,931
<BONDS> 0
<COMMON> 526,289
0
0
<OTHER-SE> 37,592,333
<TOTAL-LIABILITY-AND-EQUITY> 53,690,814
<SALES> 83,332,624
<TOTAL-REVENUES> 83,332,624
<CGS> 65,555,938
<TOTAL-COSTS> 74,886,743
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 55,341
<INCOME-PRETAX> 9,488,363
<INCOME-TAX> 3,764,400
<INCOME-CONTINUING> 5,723,963
<DISCONTINUED> 391,171
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,332,792
<EPS-PRIMARY> .51
<EPS-DILUTED> 0
</TABLE>
