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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: September 29, 1996, 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, 1996, was $50,280,041. 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, 1996, was 11,051,690.
THE EXHIBIT INDEX IS LOCATED AT PAGE 15.
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DOCUMENTS INCORPORATED BY REFERENCE
The following portions of the Registrant's Annual Report to Shareholders
for the year ended September 29, 1996 (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 1997 Annual Meeting of Shareholders (to be filed with
the Commission by January 7, 1997) are incorporated by the reference below as
the Item of this Form l0-K indicated.
Part of Form 10-K Portion of Annual Report
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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 of Results
Analysis of Financial Condition of Operations and Financial
and Results of Operations Condition."
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 Consolidated 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.
(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 MARKETS. 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; manufactures sodium hypochlorite
(bleach); repackages liquid chlorine; and performs custom
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blending of certain chemicals for customers according to customer 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 1 location and the Terminal 2 site
which is located across the river and downstream from Terminal 1.
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. Although the use of tank cars has resulted in additional
costs, results of operations have not been materially impacted. No
assurance can be given that flooding will not reoccur or that there will
not be 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. It 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).
(ii) STATUS OF NEW PRODUCTS. The Registrant began shipping its
Cheese-Phos-Registered Trademark- product (discussed below) in late calendar
1995. Sales of this product in fiscal 1996 were not material to the
Registrant's results of operations for the period.
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(iii) RAW MATERIALS. The 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 can 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, 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 materially 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 vary on a seasonal basis as a result of the
seasonality of the water treatment chemical business.
(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.
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(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 function; 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 1997.
(xiii) EMPLOYEES. The number of persons employed by the Registrant and
its subsidiaries as of September 29, 1996 was 145.
(d) FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT
SALES. 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 warehouse facilities in
Minneapolis have been retrofitted with sprinklers for fire protection; this
process was completed in the second quarter of calendar 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.
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Subsidiary Approximate
or Division Location Primary Use Square Feet
- ----------- -------- ----------- -----------
Feed-Rite Controls Fargo, ND(1) Office and 22,800
Warehouse
Fond du Lac, WI(2) Warehouse 20,300
Slater, IA Warehouse 8,000
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.
(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, nine
outside storage tanks with a total capacity of approximately 8,900,000 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
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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.
On January 1, 1996, the Registrant sold a 52,000 square foot building in
St. Paul, Minnesota, pursuant to a contract for deed. 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.
On May 31, 1996, the Registrant acquired a 35,000 square foot building
adjacent to its Minneapolis facilities. This facility will be used primarily as
warehouse space and will be put into use during the first half of calendar 1997.
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 Company and its
subsidiary The Lynde Company were named as defendants in an action entitled
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,
other damages alleged to have been caused by the alleged release of
hazardous substances as a result of a fire at an office/warehouse facility
used by The Lynde Company and punitive damages. The plaintiffs are also
seeking to have the lawsuit certified as a class action. The Company has
denied liability and intends to vigorously defend itself and its subsidiary
in this matter.
Discovery has proceeded in this lawsuit and the plaintiffs have made a
motion for certification as a class action. The Company's response to the
class certification motion is due in January of 1997. No hearing on the
plaintiffs' motion has been scheduled. It is not possible at this time to
predict what effect liability imposed upon the Company, if any, will have
on the results of operations or financial condition of the Company.
The Company's primary and umbrella insurers have denied a tender of the
defense of the COOKSEY lawsuit and have denied any obligation to indemnify
the Company 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
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caused by a release of pollutants, even if such release is caused by a
hostile, unintended fire. On July 7, 1995, the Company commenced suits
against The North River Insurance Company and the Westchester Fire
Insurance Company, the primary and umbrella insurers, respectively. These
actions were filed in the United States District Court for the District of
Minnesota. The suits sought declaratory relief consisting of a finding
that the Company has coverage under both the primary and umbrella policies.
The defendant insurers filed general denials of the allegations contained
in the Company's complaint.
The federal magistrate hearing the cases found in favor of the Company on
the issue of indemnification with respect to both insurers (North River on
June 27, 1996, and Westchester on July 15, 1996). The insurers
subsequently moved for review of the magistrate's decision by the District
Court, which affirmed the magistrate's decisions in their entirety on
October 7, 1996. The insurers have indicated that they intend to appeal
the District Court's decision to the Eighth Circuit Court of Appeals. It
is not possible, therefore, to determine at this time what recovery, if
any, may be obtained by the Company.
Because the Company's insurers have denied tender of the defense of the
COOKSEY lawsuit, the Company has incurred significant legal fees and
expenses in fiscal 1996 and will continue to do so in future periods. The
actual legal fees and expenses, and liability or settlement costs, if any,
which will ultimately be borne by the Company as a result of the COOKSEY
matter are highly dependent on a variety of technical legal issues as well
as the ultimate result of the litigation regarding insurance coverage.
During fiscal 1995, the Company recorded $750,000 to cover its currently
expected settlement costs; as of September 29, 1996, the Registrant has
paid $626,800 in settlement costs related to the COOKSEY lawsuit. The
Registrant estimates, 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.
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.
No matter was submitted to a vote of security holders during the fourth
quarter.
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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 September 29, 1996,
referenced on page 2 of this Form 10-K.
ITEM 6. SELECTED FINANCIAL DATA.
See the Registrant's Annual Report for the year ended September 29, 1996,
referenced on page 2 of this Form 10-K.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
See the Registrant's Annual Report for the year ended September 29, 1996,
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 September 29, 1996,
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 1997 Annual Meeting of
Shareholders to be filed with the Commission by January 7, 1997, referenced on
page 2 of this Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION.
See the Registrant's Proxy Statement for the 1997 Annual Meeting of
Shareholders to be filed with the Commission by January 7, 1997, referenced on
page 2 of this Form 10-K.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
See the Registrant's Proxy Statement for 1997 Annual Meeting of
Shareholders to be filed with the Commission by January 7, 1997, referenced on
page 2 of this Form 10-K.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
See the Registrant's Proxy Statement for the 1997 Annual Meeting of
Shareholders to be filed with the Commission by January 7, 1997, referenced on
page 2 of this Form 10-K.
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 1996 Annual Report to
Shareholders, are hereby incorporated by reference in this Annual Report on Form
10-K.
Consolidated Balance Sheets at September 29, 1996 and October 1, 1995
Consolidated Statements of Income and Retained Earnings for the Years Ended
September 29, 1996, October 1, 1995 and October 2, 1994.
Consolidated Statements of Cash Flows for the Years Ended September 29,
1996, October 1, 1995 and October 2, 1994.
Notes to Consolidated Financial Statements
Independent Auditors' Report
2. The additional financial data listed below is included as a schedule
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 September 29, 1996, October 1, 1995 and
October 2, 1994:
II - Valuation and Qualifying Accounts
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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.
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
Registrant'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
(incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report
on Form 10-K for the year ended October 1, 1995).
4 See Exhibits 3.1 and 3.2 above.
13* Portions of Annual Report to Security Holders for period ended September
29, 1996.
21* Subsidiaries of Registrant.
23* Independent Auditors' Consent and Report on Schedule.
27* Financial Data Schedule
* Denotes previously unfiled documents.
(b) REPORTS ON FORM 8-K.
None.
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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/ Dean L. Hahn
---------------------------
Dean L. Hahn, Chairman
Dated: December 29, 1996. of the Board of Directors
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/ Dean L. Hahn Dated: December 29, 1996
--------------------------------
Dean L. Hahn, Chief Executive
Officer, Director
By /s/ Howard J. Hawkins Dated: December 29, 1996
--------------------------------
Howard J. Hawkins, Chairman
Emeritus, Director
By /s/ Donald L. Shipp Dated: December 29, 1996
--------------------------------
Donald L. Shipp, President, Director
By /s/ Howard M. Hawkins Dated: December 29, 1996
--------------------------------
Howard M. Hawkins, Treasurer
Chief Financial and Accounting
Officer, Director
By /s/ Carl J. Ahlgren Dated: December 29, 1996
--------------------------------
Carl J. Ahlgren, Director
By /s/ Norman P. Anderson Dated: December 29, 1996
--------------------------------
Norman P. Anderson, Director
By /s/ John S. McKeon Dated: December 29, 1996
--------------------------------
John S. McKeon, Director
By /s/ John R. Hawkins Dated: December 29, 1996
--------------------------------
John R. Hawkins, Director
By /s/ S. Albert Diez Hanser Dated: December 29, 1996
--------------------------------
S. Albert Diez Hanser, Director
By /s/ Duane M. Jergenson Dated: December 29, 1996
--------------------------------
Duane M. Jergenson, Director
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SCHEDULE II
HAWKINS CHEMICAL, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED SEPTEMBER 29, 1996, OCTOBER 1, 1995 AND OCTOBER 2, 1994
ADDITIONS
---------------------
BALANCE AT CHARGED TO CHARGED TO BALANCE AT
BEGINNING OF COSTS AND OTHER DEDUCTIONS END OF
DESCRIPTION YEAR EXPENSES ACCOUNTS WRITE-OFFS YEAR
- --------------------- ----------------------------------------------------------
Reserve deducted from
asset to which it
applies - allowance
for doubtful accounts:
YEAR ENDED:
September 29, 1996 $347,871 $ 68,046 $ --- $71,915 $344,002
-------------------------------------------------------
-------------------------------------------------------
YEAR ENDED:
October 1, 1995 $115,661 $200,499 $62,879 $31,168 $347,871
-------------------------------------------------------
-------------------------------------------------------
YEAR ENDED:
October 2, 1994 $ 92,269 $ 71,610 $ --- $48,218 $115,661
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Reserve deducted from
asset to which it
applies - allowance
for inventory market
valuation:
YEAR ENDED:
September 29, 1996 $ --- $ --- $ --- $ --- $ ---
-------------------------------------------------------
-------------------------------------------------------
YEAR ENDED:
October 1, 1995 $ --- $ --- $ --- $ --- $ ---
-------------------------------------------------------
-------------------------------------------------------
YEAR ENDED:
October 2, 1994 $1,470,000 $ --- $ --- $1,470,000 $ ---
-------------------------------------------------------
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
- ----------- ----------------------
3.1 Amended and Second Restated Articles of
Incorporation as amended through February 28, 1989
(Incorporated by reference to Exhibit 3D to the
Registrant'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 (incorporated by reference
to Exhibit 3.2 to the Registrant's Annual Report on
Form 10-K for the year ended October 1, 1995)
4 See Exhibits 3.1 and 3.2 above.
13* Portions of Annual Report to Security Holders for
period ended September 29, 1996
21* Subsidiaries of Registrant.
23* Independent Auditors' Consent and Report on Schedule.
27* Financial Data Schedule.
* Denotes previously unfiled documents.
-15-
<PAGE>
CONSOLIDATED FINANCIAL INFORMATION
Consolidated Balance Sheets 11
Consolidated Statements of Income and Retained Earnings 12
Consolidated Statements of Cash Flows 13
Notes to Consolidated Financial Statements 14-16
Independent Auditors' Report 17
Management's Discussion and Analysis of
Results of Operations and Financial Condition 18-21
Selected Financial Data 22
Securities Market Makers 22
Quarterly Financial Data 22
100 Shares Growth 22
Officers and Board of Directors 23
Shareholder Information 24
10 HAWKINS CHEMICAL, INC. AND SUBSIDIARIES
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 29, October 1,
1996 1995
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 8,932,125 $ 9,906,107
Investments (fair value approximates cost) 10,504,603 7,968,761
Trade receivables - less allowance for doubtful
accounts: 1996, $344,002; 1995, $347,871 9,740,285 10,512,260
Notes receivable 170,988 208,943
Inventories 8,584,034 8,663,959
Prepaid expenses and other 924,457 1,647,660
- ---------------------------------------------------------------------------------------------------------
Total Current Assets 38,856,492 38,907,690
PROPERTY, PLANT AND EQUIPMENT
Land 673,733 639,368
Buildings and improvements 13,242,152 11,551,741
Machinery and equipment 4,392,562 3,995,496
Transportation equipment 4,803,768 4,395,306
Office furniture and equipment 1,471,737 1,399,789
- ---------------------------------------------------------------------------------------------------------
24,583,952 21,981,700
Less accumulated depreciation 11,396,274 10,542,805
- ---------------------------------------------------------------------------------------------------------
Property, Plant and Equipment, net 13,187,678 11,438,895
OTHER ASSETS
Intangible assets - less accumulated
amortization: 1996, $307,602; 1995, $242,805 817,559 882,356
Insurance trust 1,670,132 1,598,219
Notes receivable - noncurrent 1,797,707 715,045
Other 157,788 148,609
- ---------------------------------------------------------------------------------------------------------
Total Other Assets 4,443,186 3,344,229
- ---------------------------------------------------------------------------------------------------------
TOTAL ASSETS $56,487,356 $53,690,814
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable - trade $ 6,709,434 $ 8,691,204
Current portion of long-term debt 56,008 52,344
Dividends payable 884,135 736,804
Accrued payroll and employee benefits 2,617,670 2,117,478
Container deposits 1,684,362 1,633,359
Other accruals 521,362 1,334,742
- ---------------------------------------------------------------------------------------------------------
Total Current Liabilities 12,472,971 14,565,931
LONG-TERM DEBT 572,453 628,461
DEFERRED INCOME TAXES 426,800 377,800
COMMITMENTS AND CONTINGENCIES (NOTES 6, 7 AND 8)
SHAREHOLDERS' EQUITY
Common stock - authorized: 15,000,000 shares of $.05 par value;
issued: 1996 - 11,051,690 shares; 1995 - 10,525,772 shares 552,585 526,289
Additional paid-in capital 38,679,630 34,235,623
Retained earnings 3,782,917 3,356,710
- ---------------------------------------------------------------------------------------------------------
Total Shareholders' Equity 43,015,132 38,118,622
- ---------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $56,487,356 $53,690,814
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
11 HAWKINS CHEMICAL, INC. AND SUBSIDIARIES
<PAGE>
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
<TABLE>
<CAPTION>
SEPTEMBER 29, October 1, October 2,
1996 1995 1994
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net sales $80,886,062 $83,332,624 $71,423,471
Cost of sales 62,789,554 65,555,938 55,284,721
- --------------------------------------------------------------------------------------------------------------------------
Gross profit 18,096,508 17,776,686 16,138,750
- --------------------------------------------------------------------------------------------------------------------------
Selling, general and administrative expenses 8,853,319 8,580,805 8,259,281
Unusual and nonrecurring 750,000
- --------------------------------------------------------------------------------------------------------------------------
Income from operations 9,243,189 8,445,881 7,879,469
- --------------------------------------------------------------------------------------------------------------------------
Other income (deductions)
Interest income 995,012 930,580 575,731
Interest expense (53,170) (55,341) (67,135)
Miscellaneous 262,020 167,243 19,545
- --------------------------------------------------------------------------------------------------------------------------
Total other income, net 1,203,862 1,042,482 528,141
- --------------------------------------------------------------------------------------------------------------------------
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 10,447,051 9,488,363 8,407,610
- --------------------------------------------------------------------------------------------------------------------------
Provision for income taxes from continuing operations 3,970,641 3,764,400 3,363,200
- --------------------------------------------------------------------------------------------------------------------------
INCOME FROM CONTINUING OPERATIONS 6,476,410 5,723,963 5,044,410
- --------------------------------------------------------------------------------------------------------------------------
Income (loss) from operations of Tessman Seed, Inc.(less applicable
income taxes (benefits) of ($46,500) and $18,200, respectively) (69,905) 27,323
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
- --------------------------------------------------------------------------------------------------------------------------
NET INCOME 6,476,410 5,332,792 5,071,733
- --------------------------------------------------------------------------------------------------------------------------
Retained earnings, beginning of year 3,356,710 7,424,930 6,593,703
Stock dividend (4,470,303) (7,413,464) (3,073,505)
Cash dividend (1996 - $.16 per share;
1995 - $.20 per share; 1994 - $.12 per share) (1,729,200) (2,174,448) (1,278,164)
Income tax savings from dividends paid on ESOP shares 149,300 186,900 111,163
- --------------------------------------------------------------------------------------------------------------------------
RETAINED EARNINGS, END OF YEAR $ 3,782,917 $ 3,356,710 $ 7,424,930
- --------------------------------------------------------------------------------------------------------------------------
Weighted Average Number of Shares Outstanding 11,051,690 11,051,690 11,051,690
- --------------------------------------------------------------------------------------------------------------------------
EARNINGS PER SHARE:
Continuing operations $.59 $.52 $.46
Discontinued operations (.04)
Net $.59 $.48 $.46
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
12 HAWKINS CHEMICAL, INC. AND SUBSIDIARIES
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
SEPTEMBER 29, October 1, October 2,
1996 1995 1994
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $6,476,410 $5,332,792 $5,071,733
Loss on disposal of assets of Tessman Seed, Inc. 321,266
Loss (gain) on discontinued operations of Tessman Seed, Inc. 69,905 (27,323)
Unusual and nonrecurring charge 415,000
Reconciliation to cash flows:
Depreciation 1,412,431 1,303,981 1,194,054
Amortization 64,797 64,797 64,797
Change in LIFO inventory reserve (469,622) 852,658 2,125,188
Change in inventory market value reserve (1,470,000)
Deferred income taxes 230,511 (28,800) 603,312
Earnings on insurance trust and other assets (81,093) (82,036) (80,755)
Gain (loss) from property disposals (160,212) (4,821) 20,294
Changes in operating accounts providing/(requiring) cash:
Accounts receivable 771,975 (1,002,452) (809,851)
Inventories 549,547 (1,672,026) (2,476,256)
Accounts payable (1,981,770) 2,944,584 1,108,147
Accrued liabilities (262,185) 280,617 217,820
Other 690,994 (49,627) (367,043)
Change in net assets of discontinued operations 66,166 646,184
- --------------------------------------------------------------------------------------------------------------------------
Net Cash Provided by Operating Activities 7,241,783 8,812,004 5,820,301
- --------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant, and equipment (4,299,071) (3,650,719) (1,762,952)
Purchase of investments (3,183,787) (2,282,044) (3,657,533)
Sale of investments 647,945 890,026
Acquisition of Industrial Chemical (1,772,706)
Proceeds from property disposals 198,069 494,670 39,481
Cash received on sale of assets and business of Tessman Seed, Inc. 220,726
Payments received on notes receivable 55,293
- --------------------------------------------------------------------------------------------------------------------------
Net Cash Used in Investing Activities (6,581,551) (4,327,341) (7,153,710)
- --------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Debt repayment (52,344) (48,919)
Cash dividends paid (1,581,870) (1,437,644) (1,278,164)
- --------------------------------------------------------------------------------------------------------------------------
Net Cash Used in Financing Activities (1,634,214) (1,486,563) (1,278,164)
- --------------------------------------------------------------------------------------------------------------------------
Net (Decrease) Increase in Cash and Cash Equivalents (973,982) 2,998,100 (2,611,573)
Cash and Cash Equivalents at Beginning of Year 9,906,107 6,908,007 9,519,580
- --------------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $8,932,125 $9,906,107 $6,908,007
- --------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Note receivable on sale of Tessman Seed, Inc. $1,044,714
Note receivable on sale of land and building $1,100,000
Cash paid during the year for:
Interest $56,834 $58,389 $16,054
Income taxes $3,942,596 $2,717,611 $3,461,361
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
13 HAWKINS CHEMICAL, INC. AND SUBSIDIARIES
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - NATURE OF BUSINESS
AND SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS - Hawkins Chemical, Inc. and its subsidiaries are engaged in
the wholesale trade of chemicals and chemical feeding and control equipment and
the formulating and blending of specialty chemicals.
BASIS OF CONSOLIDATION - The financial statements include the consolidated
accounts of Hawkins Chemical, Inc. and its wholly owned subsidiaries (the
Company). 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 30.
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 Statement of Financial Accounting
Standards SFAS 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 for investments at lower of
cost or market 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 for Hawkins Chemical, Inc. and most
subsidiaries. The majority of the inventories for two subsidiaries are valued
using the first-in, first-out (FIFO) cost 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: 10 to 50 years for buildings and improvements; 3 to 15
years for machinery and equipment; 3 to 10 years for transportation equipment;
and 3 to 10 years for office furniture and equipment.
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.
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.
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 1, 1995 and October 2, 1994 have been restated to reflect the 1996
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 September 29, 1996, the Company
had certificates of deposits in excess of federally insured limits of
approximately $5,864,000.
ESTIMATES - The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reported
period. Actual results could differ from those estimates.
RISK AND UNCERTAINTIES - There are no concentrations of business transacted with
a particular customer or supplier nor concentrations of revenue from a
particular service or geographic area that would severely impact the Company in
the near term.
ACCOUNTING PRONOUNCEMENTS - In October 1995, the Financial Accounting Standards
Board issued SFAS No. 123, "Accounting for Stock-Based Compensation," 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 does not believe the adoption of SFAS No.
123 will have a material impact on the financial statements.
In October 1996, the American Institute of Certified Public Accountants issued
Statement of Position 96-1, "Environmental Remediation Liabilities." The
statement is effective for fiscal years beginning after December 15, 1996.
While 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 (see Note 8),
management does not believe this statement will have a significant impact on the
financial statements.
14 HAWKINS CHEMICAL, INC. AND SUBSIDIARIES
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - PENSION, PROFIT-SHARING
AND EMPLOYEE STOCKOWNERSHIP PLANS
The Company has a defined contribution pension plan covering substantially all
of its non-union employees. Pension expense for the years ended September 29,
1996, October 1, 1995 and October 2, 1994 was $425,398, $363,498 and $331,990,
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 September 29,
1996, October 1, 1995 and October 2, 1994 were $824,955, $793,244 and $740,379,
respectively. The Company does not currently offer any post-retirement benefits
or deferred stock compensation plans.
NOTE 3 - INVENTORIES
Inventories consist of the following:
9/29/96 10/1/95
- -------------------------------------------------------------
Finished goods (FIFO Basis) $ 9,957,665 $10,507,212
LIFO reserve (1,373,631) (1,843,253)
- -------------------------------------------------------------
Net inventory $ 8,584,034 $ 8,663,959
- -------------------------------------------------------------
Inventories valued under the LIFO method were approximately $7,652,000 and
$7,736,000, respectively. The balance of the inventory was valued under the
FIFO method.
In fiscal 1996, the LIFO reserve decreased by $469,622. As a result, the ending
LIFO cost was less than the ending cost determined using the first-in, first-out
(FIFO) method by $1,373,631. The decrease in the LIFO reserve was caused by a
significant decrease in the cost of a single, large-volume component of
inventory. One of the Company's subsidiaries liquidated LIFO inventory layers
that were at lower costs than current costs. The impact of the liquidation on
cost of sales was approximately $25,000.
NOTE 4 - COMMON STOCK
Common Stock Add'l Paid-in
Shares Amount Capital
- -----------------------------------------------------------------------
- -----------------------------------------------------------------------
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
5% stock dividend 525,918 26,296 4,444,007
- -----------------------------------------------------------------------
Balance, September 29,1996 11,051,690 $ 552,585 $38,679,630
- -----------------------------------------------------------------------
- -----------------------------------------------------------------------
The stock dividends in 1996, 1995 and 1994 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.
NOTE 5 - INCOME TAXES
The provisions for income taxes are as follows:
1996 1995 1994
Continuing Operations:
Federal - current $3,011,755 $2,972,203 $2,040,755
States - current 799,010 820,997 719,133
Deferred 159,876 (28,800) 603,312
- ----------------------------------------------------------------------------
Total (benefit) provision $3,970,641 $3,764,400 $3,363,200
- ----------------------------------------------------------------------------
Discontinued Operations:
Federal - current $(190,300) $13,300
States - current (70,400) 4,900
- ----------------------------------------------------------------------------
Total (benefit) provision $(260,700) $18,200
- ----------------------------------------------------------------------------
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:
1996 1995 1994
- ----------------------------------------------------------------------------
Statutory federal income tax (35%)$3,656,468 $3,320,927 $2,942,663
Effect of graduated rate (104,471) (94,884) (84,076)
State income taxes, net of
federal deduction 549,531 520,955 380,829
Tax-exempt income (97,325) (90,925) (28,610)
Other, net (33,562) 108,327 152,394
- ----------------------------------------------------------------------------
Total $3,970,641 $3,764,400 $3,363,200
- ----------------------------------------------------------------------------
The tax effects of items comprising the Company's net deferred tax asset
(liability) are as follows:
1996 1995
- ----------------------------------------------------------------------------
Current deferred taxes:
Accruals and reserves $ 160,255 $ 323,624
Inventory capitalization 274,369 257,326
Bad debt reserves 127,578 137,103
Other 21,798 47,458
- ----------------------------------------------------------------------------
Total* $ 584,000 $ 765,511
- ----------------------------------------------------------------------------
Noncurrent deferred taxes:
Property basis differences $ (426,800) $(377,800)
*Included in prepaid expenses and other on the consolidated balance sheets.
15 HAWKINS CHEMICAL, INC. AND SUBSIDIARIES
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 - LONG-TERM DEBT
Long-term debt at September 29, 1996 and October 1, 1995 is summarized as
follows:
1996 1995
Note payable, due in
annual installments to 2002 $ 628,461 $ 680,805
Less current portion 56,008 52,344
-------------------------------------------------------
Total $ 572,453 $ 628,461
-------------------------------------------------------
Long-term debt maturities for the five fiscal years subsequent to 1996 are:
1997 - $56,008, 1998 - $59,928, 1999 - $89,123, 2000 - $95,362, 2001 - $102,037,
and thereafter $226,003.
NOTE 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 September
29, 1996, October 1, 1995 and October 2, 1994 was $60,955, $41,042 and $87,196,
respectively. Future minimum lease payments due under operating leases with an
initial term of one year or more at September 29, 1996 were: 1997 - $34,385;
1998 - $34,385; 1999 - $8,596.
NOTE 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 had $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 in 1995 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 September 29,
1996, the Company had paid $626,800 in settlement and legal costs related to the
fire. At September 29, 1996, management estimates that the Company will incur
additional costs related to the lawsuit. The remaining reserve represents
management's best estimate of those additional costs. Based on two favorable
lower court rulings, management believes that all or a portion of the settlement
costs incurred to date related to the Lynde fire may be recoverable from their
insurers. The Company's insurers have indicated that they intend to appeal the
lower courts' decisions to the Eighth Circuit Court of Appeals. It is not
possible, therefore, to determine at this time what recovery, if any, may be
obtained by the Company and no amount has been recorded at September 29, 1996.
NOTE 9 - 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
the 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 and
October 2, 1994 were as follows:
1995 1994
---- ----
Operating revenues $931,105 $4,580,703
Costs and expenses 1,047,510 4,535,180
At October 1, 1995, there were 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 (see
Note 10).
NOTE 10 - NOTES RECEIVABLE
At September 29, 1996 and October 1, 1995, the net balances outstanding on the
note receivable from the sale of Tessman Seed was $883,988 and $923,988,
respectively. On March 1, 1996, the balance of the note receivable was
refinanced at the request of the borrower. The note receivable is currently due
in ten equal installments of $146,466 with interest at 8%.
During 1996, the Company sold the building that was formerly rented to the
Company's discontinued subsidiary (see Note 9). The Company realized a gain of
$142,028 on the sale. The Company received a $1,100,000 note receivable and
cash of $108,188 at the time of the sale. The note receivable is secured by the
building and is due in monthly installments of $9,201 including interest at 8%
through January 1, 2004, when the remaining balance of $849,985 is due. At
September 29, 1996, the balance outstanding was $1,084,706.
16 HAWKINS CHEMICAL, INC. AND SUBSIDIARIES
<PAGE>
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 September 29, 1996 and
October 1, 1995 and the related consolidated statements of income and retained
earnings and of cash flows for each of the three years in the period ended
September 29, 1996. 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 September 29, 1996 and October 1, 1995 and the results of their
operations and their cash flows for each of the three years in the period ended
September 29, 1996 in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
December 3, 1996
17 HAWKINS CHEMICAL, INC. AND SUBSIDIARIES
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
THE INFORMATION CONTAINED IN THIS ANNUAL REPORT INCLUDES FORWARD-LOOKING
STATEMENTS AS DEFINED IN SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED. THESE FORWARD-LOOKING STATEMENTS INVOLVE A NUMBER OF RISKS AND
UNCERTAINTIES, INCLUDING DEMAND FROM MAJOR CUSTOMERS, COMPETITION, CHANGES IN
PRODUCT OR CUSTOMER MIX OR REVENUES, CHANGES IN PRODUCT COSTS AND OPERATING
EXPENSES, AND OTHER FACTORS DISCLOSED THROUGHOUT THIS ANNUAL REPORT AND THE
COMPANY'S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. THE ACTUAL
RESULTS THAT THE COMPANY ACHIEVES MAY DIFFER MATERIALLY FROM ANY FORWARD-LOOKING
STATEMENTS DUE TO SUCH RISKS AND UNCERTAINTIES. THE COMPANY UNDERTAKES NO
OBLIGATION TO REVISE ANY FORWARD-LOOKING STATEMENT IN ORDER TO REFLECT EVENTS OR
CIRCUMSTANCES THAT MAY ARISE AFTER THE DATE OF THIS REPORT. READERS ARE URGED
TO CAREFULLY REVIEW AND CONSIDER THE VARIOUS DISCLOSURES MADE BY THE COMPANY IN
THIS REPORT AND IN THE COMPANY'S OTHER REPORTS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION THAT ATTEMPT TO ADVISE INTERESTED PARTIES OF THE RISKS AND
UNCERTAINTIES THAT MAY AFFECT THE COMPANY'S FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
OVERALL SUMMARY
Net sales in fiscal 1996 decreased 2.9% to $80,886,062 from $83,332,624 in
fiscal 1995 (exclusive of Tessman Seed, Inc., which was sold on March 1, 1995
and treated as discontinued operations). Net income in fiscal 1996 increased
21.4% to $6,476,410 from $5,332,792 in fiscal 1995. Net earnings per share in
fiscal 1996 were $.59 compared to $.48 per share in fiscal 1995 (1995 includes a
loss of $.04 per share from the sale of Tessman Seed). Return on shareholders'
equity was 16.0% for 1996, compared to 14.6% for 1995. The book value per share
at September 29, 1996 was $3.89 compared to $3.45 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 September 29, 1996, sales decreased $2,446,562, a 2.9%
decrease from 1995, due mainly to management's decision to discontinue sales to
mass merchandisers by The Lynde Company subsidiary, as that business involved
high volumes and high inventory levels with a low and decreasing profit margin.
Also contributing to the sales decrease was a slight decrease in the selling
price of a single, large-volume product and extremely cold weather conditions
during the second quarter of this fiscal year, which caused some customers to
have limited operations or to close down temporarily, thereby decreasing their
volumes. The above decreases were partially offset by volume increases in most
of the Company's divisions and subsidiaries.
For the year ended October 1, 1995, sales increased $11,909,153, a 17% increase
from 1994, due to increased volumes in all of the Company's divisions and
subsidiaries and to an increase in the selling price of the same single,
large-volume product mentioned above, which is normally subject to price
fluctuations. Also contributing to the sales increase was the warmer weather,
which increased the demand in the Company's subsidiaries supplying the water
treatment industry. Because of the diversity of products and product lines of
Hawkins Chemical, Inc. and its divisions and subsidiaries, any future decreases
in sales due to adverse weather conditions should not have a material impact on
consolidated operating income.
GROSS MARGINS
Gross margin, as a percentage of sales, was 22.4% in 1996, 21.3% in 1995 and
22.6% in 1994. The 1996 increase was due mainly to discontinuing the lower
margin sales to mass merchandisers previously mentioned and, to a lesser extent,
better profit margins on a few product lines. The 1995 decrease from 1994 was
mainly attributable to the increased cost of the single, large-vol-
18 HAWKINS CHEMICAL, INC. AND SUBSIDIARIES
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
ume product mentioned above. The price of the single, 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 3.2% and 3.9% in 1996
and 1995, respectively. The 1996 and 1995 increases over the previous year were
due mainly to increased costs of operation and approximates the inflation rate.
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 September 29, 1996, the Company had paid $626,800 in settlement and legal
costs relating to the fire. Management expects to incur additional legal and
settlement costs in future periods in connection with this suit. The remaining
reserve represents management's best estimate of those additional costs.
Management believes that all or a portion of the costs associated with this suit
may be recoverable from the Company's insurers. It is possible, however, that
future developments may make additional reserves prudent and necessary in future
periods.
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 lawsuits
against its insurers, seeking a finding that the Company's liability exposure
and defense costs are covered by the applicable policies. During the summer of
1996, the federal magistrate hearing the cases found in favor of the Company on
the issue of indemnification with respect to both insurers. The insurers
subsequently moved for review of the magistrate's decision by the Federal
District Court, which affirmed the magistrate's decisions in their entirety on
October 7, 1996. The insurers have indicated that they intend to appeal the
District Court's decision to the Eighth Circuit Court of Appeals. It is not
possible, therefore, to determine at this time what recovery, if any, may be
obtained by the Company.
OTHER INCOME
Interest income was up 7% in 1996 as compared to 1995 due to more cash available
for investment. Interest income was up 62% in 1995 as compared to 1994 due to
more cash available for investment and a higher rate of return on cash
investments. Interest expense decreased in 1996 and 1995 as compared to the
previous year. Most of the interest expense 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 1996 as compared to 1995 due to the gain on the sale
of a building that the Company no longer needed. The 1995 increase over 1994
was due to the loss on an investment and a decrease in rental income.
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
19 HAWKINS CHEMICAL, INC. AND SUBSIDIARIES
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
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.
PROVISION FOR INCOME TAXES
The effective income tax rate was 38.0% for the year ended September 29, 1996,
39.7% for the year ended October 1, 1995 and 40% for the year ended October 2,
1994. The decreases are due mainly to an increase in tax-free income on
investments in municipal bonds.
INFLATION
Inflation has not had a significant impact on the Company, as selling prices
have generally been adjusted as the cost of materials and other expenses have
changed. On occasion, however, slight fluctuations in the cost of the single,
large-volume product described above have not been reflected in the selling
price of that product.
DISCONTINUED OPERATIONS
Effective March 1, 1995, the Company sold the inventory, equipment and
operations of Tessman Seed. As a result of the sale transaction, the Company
recorded a loss on the disposal in the second quarter of 1995 of $321,266, net
of a tax benefit totaling $214,200, to writedown Tessman's assets to the amount
realized. Revenues for Tessman were $931,105 and $4,980,703 for fiscal 1995 and
1994, respectively.
FINANCIAL CONDITION
LIQUIDITY
Cash provided by operations in fiscal 1996 was $7,241,783 compared with
$8,812,004 in fiscal 1995 and $5,820,301 in 1994. The decrease in fiscal 1996,
as compared to 1995, was due primarily to decreases in accounts payable related
to differences in timing of cash payments related to year-end purchases, which
was partially offset by an increase in cash collections related to trade
receivables.
The increase in cash provided by operations in fiscal 1995 over 1994 was due
primarily to increases in accounts payable and net income, which were partially
offset by increases in accounts receivable and net inventory. For a more
detailed discussion of the increase in net income, see the Results of Operations
section of this discussion and analysis. Accounts receivable decreased in 1996
as compared to 1995 due to a decrease in sales dollars.
Cash and cash investments increased by $1,561,860 to $19,436,728 at the end of
fiscal 1996. 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 ten years plus interest at 8%.
CAPITAL RESOURCES
Capital expenditures in fiscal years 1996, 1995 and 1994 were $4,299,071,
$3,650,719 and $1,762,952, respectively. Building improvements and additions
accounted for $2.9 million and transportation equipment accounted for $.8
million of the total capital expenditures in fiscal 1996. The building
additions included a new 1.5 million gallon storage tank at the Company's
Mississippi River terminal operations and installing sprinkling systems in the
warehouses at the Minneapolis location.
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
20 HAWKINS CHEMICAL, INC. AND SUBSIDIARIES
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
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 1996 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
1996 but are expected to have a material effect on future periods.
ACCOUNTING PRONOUNCEMENTS
Effective October 3, 1994, the Company adopted SFAS 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 results of operations, and the prior
years' consolidated financial statements were not restated.
In October 1995, the Financial Accounting Standards Board issued SFAS No. 123,
"Accounting for Stock-Based Compensation," 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 expect the adoption of SFAS No. 123 to have a
material impact on the financial statements.
In October 1996, the American Institute of Certified Public Accountants issued
Statement of Position 96-1, "Environmental Remediation Liabilities." The
statement is effective for fiscal years beginning after December 15, 1996.
While 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 (see Note 8),
management does not believe this statement will have a significant impact on the
financial statements.
21 HAWKINS CHEMICAL, INC. AND SUBSIDIARIES
<PAGE>
<TABLE>
<CAPTION>
SELECTED FINANCIAL DATA
- --------------------------------------------------------------------------------------------------------------------------
Year Ended September 1996 1995 1994 1993 1992
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Sales from continuing operations $ 80,886,062 $ 83,332,624 $ 71,423,471 $ 60,913,575 $ 57,675,805
- --------------------------------------------------------------------------------------------------------------------------
Income from continuing operations 6,476,410 5,723,963 5,044,410 4,793,064 4,056,931
Earnings per common share
from continuing operations .59 .52 .46 .43 .37
- --------------------------------------------------------------------------------------------------------------------------
Cash dividends declared per common share .16 .20 .12 .09 .07
- --------------------------------------------------------------------------------------------------------------------------
Total assets 56,487,356 53,690,814 45,974,984 38,962,586 34,684,997
- --------------------------------------------------------------------------------------------------------------------------
Long-term debt 572,453 628,461 680,805
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
SECURITIES MARKET MAKERS - Cantor, Fitzgerald and Co., New York, NY; Dain
Bosworth, Inc., Minneapolis, MN; Diversified Capital Markets,Columbus, OH;
Herzog, Heine, Geduld, Inc., New York, NY; John G. Kinnard and Company,
Inc., Minneapolis, MN; Piper Jaffray, Inc., Minneapolis, MN; S.J. Wolfe and
Co., Dayton, OH; Troster Singer Corp., Jersey City, NJ
<TABLE>
<CAPTION>
SUMMARY OF OPERATIONS BY QUARTER
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
First Quarter Second Quarter Third Quarter Fourth Quarter Total Year
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA) 1996 1995 1996 1995 1996 1995 1996 1995 1996 1995
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Sales $17,423 $16,494 $18,439 $18,903 $22,275 $26,519 $22,749 $21,417 $80,886 $83,333
Gross Profit 3,764 3,638 3,853 3,974 5,458 5,290 5,022 4,875 18,097 17,777
Income - Continuing Operations 1,242 1,173 1,218 898 2,015 1,898 2,002 1,755 6,476 5,724
Loss - Discontinued Operations (57) (334) (391)
Net Income 1,242 1,116 1,218 564 2,015 1,898 2,002 1,755 6,476 5,333
- ------------------------------------------------------------------------------------------------------------------------------------
Earnings Per Share:
Continuing Operations .11 .11 .11 .08 .18 .17 .18 .16 .59 .52
Discontinued Operations (.01) (.03) (.04)
Net .11 .10 .11 .05 .18 .17 .18 .16 .59 .48
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
22 HAWKINS CHEMICAL, INC. AND SUBSIDIARIES
<PAGE>
SHAREHOLDER INFORMATION
QUARTERLY STOCK DATA
1996 Quarter High Low
- ------------- ------ -----
1st 8 3/4 6 7/8
2nd 9 7 3/8
3rd 9 7 3/4
4th 8 1/8 7 1/8
1995 Quarter High Low
- ------------- ------ -----
1st 6 5/8 5 5/8
2nd 7 1/2 5 5/8
3rd 7 1/8 6
4th 7 5/8 6 1/2
The common stock of Hawkins Chemical, Inc. is as quoted on the NASDAQ National
Market System. The price information represents closing sale prices reported in
the NASDAQ/NMS Monthly Statistical Report. There were 871 common shareholder
accounts on September 29, 1996. The prices are adjusted to reflect the 5% stock
dividend that occurred on March 29, 1996 and the 10% stock dividend on March 31,
1995.
A cash dividend of $.07 per share was paid in the first quarter of fiscal 1996
and $.08 per share was paid in the third quarter of fiscal 1996. A cash
dividend of $.08 per share was declared in the fourth quarter of fiscal 1996 and
paid in the first quarter of fiscal 1997. A cash dividend of $.13 per share was
paid during the third quarter of fiscal 1995 (see Notes to Consolidated
Financial Statements).
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
http://www.hawkinschemical.com
ANNUAL MEETING
The annual meeting of the shareholders of Hawkins Chemical, Inc. will be held
February 12, 1997, at the Sheraton Minneapolis Metrodome, 1330 Industrial
Boulevard, Minneapolis, Minnesota, at 3:00 p.m.
24 HAWKINS CHEMICAL, INC. AND SUBSIDIARIES
<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.
<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 3, 1996 incorporated by reference in the Annual Report
on Form 10-K for the Company for the year ended September 29, 1996.
Our audits of the consolidated financial statements referred to in our
aforementioned report also included the financial statement schedule of the
Company listed in Item 14(a)(2). This financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion based on our audits. In our opinion, such financial statement schedule,
when considered in relation to the basic consolidated financial statements taken
as a whole, present fairly in all material respects the information set forth
therein.
DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
December 20, 1996
<TABLE> <S> <C>
<PAGE>
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<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-29-1996
<PERIOD-START> OCT-02-1995
<PERIOD-END> SEP-29-1996
<CASH> 8,932,125
<SECURITIES> 10,504,603
<RECEIVABLES> 9,740,285
<ALLOWANCES> 0
<INVENTORY> 8,584,034
<CURRENT-ASSETS> 38,856,492
<PP&E> 13,187,678
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<TOTAL-ASSETS> 56,487,356
<CURRENT-LIABILITIES> 12,472,971
<BONDS> 0
0
0
<COMMON> 552,585
<OTHER-SE> 42,462,547
<TOTAL-LIABILITY-AND-EQUITY> 56,487,356
<SALES> 80,886,062
<TOTAL-REVENUES> 80,886,062
<CGS> 62,789,554
<TOTAL-COSTS> 71,642,873
<OTHER-EXPENSES> 0
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<INTEREST-EXPENSE> 53,170
<INCOME-PRETAX> 10,447,051
<INCOME-TAX> 3,970,641
<INCOME-CONTINUING> 6,476,410
<DISCONTINUED> 0
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