FORM 10-KSB
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _______________ to _______________
Commission File Number 0-17321
HITOX CORPORATION OF AMERICA
(Name of small business issuer in its charter)
Delaware 74-2081929
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Furman Plaza Building 78401
418 Peoples Street, Corpus Christi, Texas (Zip Code)
(Address of principal executive offices)
Issuer's telephone number: (512) 882-5175
Securities registered under Section 12(b) of the Act: None.
Securities registered under section 12(g) of the Act:
Common Stock, $0.25 par value
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
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Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will 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-KSB or any amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year: $11,327,445
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State the aggregate market value of the voting stock (which consists solely of
shares of Common Stock) held by non-affiliates of the registrant as of February
20, 1997, computed by reference to the closing sale price of the registrant's
Common Stock on The Nasdaq SmallCap Market tier of the Nasdaq Stock Market on
such date: $6,651,272.
Number of shares of the registrant's Common Stock outstanding as of February
20, 1997
4,657,487
Documents incorporated by reference:
1. Certain portions of the registrant's definitive Proxy Statement to be
filed pursuant to Regulation 14A of the Securities Exchange Act of 1934,
as amended, in connection with the Annual Meeting of Stockholders of the
registrant to be held May 6, 1997, are incorporated by reference into Part
III of this report.
2. Certain portions of the registrant's S-1 registration statement (File No.
33-25354) exhibits are incorporated by reference into Part IV of this
report.
Transitional Small Business Disclosure Format (check one): Yes No X
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PART I
Item 1. Description of Business
GENERAL
Hitox Corporation of America ("Hitox" or the "Company") is a specialty
chemical company engaged in the business of manufacturing and marketing mineral
products for use as pigments and pigment extenders used in the manufacture of
paints, industrial coatings and plastics. The Company's principal product,
HITOX (Registered trademark) (HIgh grade Titanium diOXide), is a unique color
pigment with a high titanium dioxide content. Titanium dioxide is the primary
pigment used by manufacturers of paints, plastics and paper to impart opacity
and durability to the finished product. HITOX enjoys a unique marketing niche
as a lower cost, high quality, buff color pigment that can replace some of the
other color pigments and some or all of the white titanium dioxide in
customer's formulations, providing significant cost savings. HITOX is
chemically inert and non-toxic. HITOX accounted for 74.8% and 78.9% of net
sales in 1996 and 1995, respectively. The Company's strategy includes offering
additional products to its HITOX customers. To this end, Hitox also
manufactures and sells a line of barium sulfate pigment extenders under the
brand name BARTEX (Registered trademark), alumina trihydrate under the name
HALTEX (Registered trademark) which is a filler used in plastics for its flame
retardant properties, and sells iron oxide pigments under the name OSO
(Registered trademark) which are used in primers, color concentrates and other
specialty coatings for its color properties. The Company manufactures HITOX,
BARTEX and HALTEX at its manufacturing facility located in Corpus Christi,
Texas, U.S.A.
The Company's products are currently marketed in the United States and in
approximately 35 other countries. The Company sells its products through a
network of direct sales representatives employed by the Company and independent
stocking distributors in the United States, as well as distributors and agents
overseas. The Company's former Spanish subsidiary manufactures HITOX pigment
under a licensing agreement and sells HITOX primarily in Europe. The Company's
sales representatives sell directly to end users and provide marketing support
and guidance for the Company's independent distribution network. The Company
has historically relied on an independent distributor network to sell its
products, supported by an in-house sales staff.
The Company was organized by Benilite Corporation of America ("Benilite")
in 1973. Benilite, which was incorporated in Delaware in 1969, developed the
then patented "Benilite process" for producing synthetic rutile ("SR"), the
principal ingredient used in the manufacture of HITOX, from ilmenite ore.
Benilite licensed and helped design several synthetic rutile plants located
throughout the world which utilize this process (including a plant located in
Ipoh, Malaysia, which until September 21, 1994, was owned by the Company, as
discussed below). Benilite concluded that synthetic rutile produced by the
Benilite process could be further processed into a buff-colored titanium
dioxide pigment having many of the characteristics of standard white titanium
dioxide at a significant cost savings. These efforts by Benilite were the
beginning of the Company's business. In 1980, the subsidiary of Benilite
engaged in the development of HITOX was spun off by Benilite to its
shareholders. In December 1988, the Company became a publicly-owned company
after completing a public offering of 1.38 million shares of its common stock.
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The proceeds of the public offering in 1988 were used to purchase,
refurbish and operate a Malaysian synthetic rutile plant located in Ipoh,
Malaysia (the "Plant"). The Plant is owned and operated by Malaysian Titanium
Corporation Sdn. Bhd. ("MT"). The Company held a majority ownership position
in MT until September 21, 1994, when it sold its entire 78.27% ownership
interest to its minority partner, Airtrust International Corporation
("Airtrust") who simultaneously sold a majority interest to a Malaysian
company. The Company had acquired and refurbished the Plant in an attempt to
procure a long term, reliable, reasonably priced source of synthetic rutile,
the vital raw material for producing HITOX pigment. Though the effort to
refurbish the Plant was successful, the Plant output exceeded the Company's
needs for synthetic rutile to produce HITOX pigment. The financial burden of
supporting MT was not sustainable and the Company was forced to sell MT and
recorded a loss on the sale in 1994. As part of the sale transaction, the
Company entered into a supply agreement with MT, under which MT continues to
provide the Company with its vital raw material.
Until September 30, 1994, the Company owned Fluid Minerals Espanola, S.A.
("FME"), a Spanish company which owns a manufacturing facility in Bunuel,
Spain. While the Spanish facility is capable of producing HITOX for sale in
the European market, the expected sales of HITOX in Europe did not materialize
in 1992 or 1993, and by mid-1993, HITOX production was suspended at the plant
in Bunuel. During 1993 and continuing into 1994, the Company attempted to sell
FME, but was unable to find a buyer. On September 30, 1994, the Company sold
all of the Company's shares of FME to Richard L. Bowers, the Company's former
Chairman of the Board, President and Chief Executive Officer, to relieve the
Company from the continuing burden of supporting FME. As part of the
transaction, the Company signed a license agreement with FME permitting the
manufacture and sale of HITOX in Europe. The agreement provides, among other
things, for the payment of a royalty by FME to the Company which is a graduated
percentage of net revenues from HITOX pigment sold by FME, based on the
quantity of those sales.
RAW MATERIALS
Titanium dioxide pigment can be produced using ilmenite, natural rutile or
synthetic rutile and titanium slag. Ilmenite is a black material found in
natural mineral deposits and typically has a titanium dioxide content ranging
from 44% to 60%. Ilmenite is found throughout the world, including China,
India, Australia and North America. In Malaysia, ilmenite historically has
been recovered incidental to tin mining, but as tin mining has decreased in
Malaysia, that source of ilmenite has been declining. Synthetic rutile is
produced from ilmenite and typically has a titanium dioxide content ranging
from 92% to 95%. There are ample sources of ilmenite and several producers of
synthetic rutile worldwide. Natural rutile, a mineral with a titanium dioxide
content in the range of 95%, is less prevalent than ilmenite and existing
reserves are being depleted.
HITOX, a light buff-colored titanium dioxide pigment, is made from
synthetic rutile. The Company currently purchases all of its synthetic rutile
from its former subsidiary MT. The Company sold its entire ownership interest
in MT in 1994 to its minority partner as described above. As part of the sale
transaction, a supply agreement for the supply of synthetic rutile by MT to the
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Company (the "Supply Agreement") became effective December 15, 1994. The
Supply Agreement has an initial term of five years, with automatic year to year
renewal unless terminated with twelve months notice by either party. The
Supply Agreement is a take or pay arrangement for a specified minimum annual
quantity ("Minimum Quantity"). Prices for the first two years were fixed, with
adjustment based on a formula for years three through five of the Supply
Agreement. The Supply Agreement provides that the Company will purchase
synthetic rutile primarily from MT during the term of the Supply Agreement.
For quantities above the Minimum Quantity, the Company may seek alternative
sources and price quotes, which MT will have the right to supply on a meet or
release basis. The Supply Agreement provides for payment of damages in the
event that MT is not able to supply the Minimum Quantity of synthetic rutile to
the Company. The corporate shareholders of MT have provided guarantees that MT
will perform under the Supply Agreement.
BARTEX is produced from high grade barytes (barium sulfate) mined in
China, India, Turkey and Mexico. The Company has not experienced and does not
anticipate having difficulty in acquiring adequate supplies of this material.
Similarly, alumina trihydrate, the raw material used to manufacture HALTEX is
plentiful and is acquired domestically. The Company also has an adequate
supply of products purchased from other companies for resale.
MANUFACTURING
HITOX Manufacturing Process
HITOX is manufactured from synthetic rutile in a process which
incorporates fluid energy milling. In this process, particles of synthetic
rutile mechanically abrade each other to form the end product, which after
other processing, including testing and quality control procedures, is
collected for bagging and shipping. The Company currently has seven production
lines for HITOX in place at its Corpus Christi plant. One of these production
lines is also used to manufacture BARTEX.
The manufacturing process for producing HITOX is not simple and the
details of the process and the operating parameters of the systems are not
widely known. The HITOX manufacturing process is not patented.
Other Products
BARTEX is a pigment extender or filler which is used to increase the
efficiency of titanium dioxide pigment required for a particular application
and because of its high specific gravity to add weight and strength to the end
product. HALTEX is a pigment filler that is used primarily for its flame
retardant and smoke suppressant properties in plastics and coatings. OSO iron
oxides are pigments that are used for applications such as primers, pigment
dispersions, color concentrates and other coatings. Iron oxide pigments are
primarily used for their color contribution and opacity.
RESEARCH AND DEVELOPMENT
A 5,000 square foot technical center was constructed at the Company's
plant location in Corpus Christi, Texas in 1992, that houses process control,
quality assurance, technical service, and research and development functions.
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The technical services group focused on customer service and development in
1996, and did not incur significant research and development expense in 1996.
MARKETING AND CUSTOMERS
Sales and Marketing Department Organization
The Company completed a reorganization of its sales department during the
third quarter of 1995, with the addition of a national sales manager. A
regional sales manager also joined the Company in the third quarter of 1995,
bringing the number of regional sales managers to five. Three of the regional
sales managers live and work in their respective territories, which include the
Southwest, Western and Mid-Western United States. A fourth regional sales
manager is responsible for Asia and operates from the Houston area. The
Company's Corpus Christi sales and marketing department consists of a regional
sales manager, who is responsible for Latin America, a sales assistant, a
customer service coordinator, and a sales and marketing administrative
coordinator. The Company also has one sales agent whose territory includes the
central United States and whose focus is the PVC pipe market. The sales and
marketing effort is primarily directed at customers in North America.
Technical Services Group Participation
The technical services group is located in Corpus Christi. The group is
involved in various aspects of customer service, problem solving and product
development, and actively participates in the sales effort. The group has
adapted by investing in advanced technologies and equipment which allow the
technical services staff to assist customers in formulating the Company's
products into their applications.
Domestic Distributors and Agents
The Company's products are currently marketed by 18 independent stocking
distributors and one agent located in 18 states with a combined sales force of
over 200 people. Domestic distributors accounted for approximately 35% of
total net sales in 1996.
Foreign Distributors, Licensees and Agents
There are approximately 26 independent distributors and 10 agents selling
the Company's products abroad. The sales and marketing effort for all areas of
the world except Europe, Israel, and South Africa is directed from Corpus
Christi, Texas. FME, the Company's former Spanish subsidiary, is now a
licensee, and directs the sales and marketing efforts in Europe, Israel, and
South Africa. Foreign sales through distributors accounted for approximately
4.0% of total net sales in 1996.
Customers
End use customers of the Company's products include, among others, such
companies as PPG, Uponor, Dunn Edwards, J-M Manufacturing Co., The Sherwin-
Williams Company, Morton International, and Formosa Plastics. The top 10
direct customers accounted for 42% of total net sales in 1996, and 39% of total
net sales in 1995. The direct foreign customers accounted for 8.0% of total
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net sales in 1996. The Company has historically maintained a relatively stable
customer and distributor base.
Geographic Distribution
The Company sells its products in the United States and markets its
product to customers located in approximately 35 foreign countries. The
Company's foreign sales are made in U.S. dollars to avoid foreign currency
risks.
The Company maintains records reflecting the geographic distribution of
its products, regardless of whether the sale was made directly by the Company
or through its distributors from the Company's warehouse. The following table
reflects the estimated geographic distribution of the Company's products for
the periods shown. Sales of the Company's products purchased by distributors
for resale are expressed in terms of the price paid to the Company for its
products by the distributors.
Estimated Geographic Distribution 1996 1995
--------------------------------- ------- -------
(in thousands of dollars)
United States $9,931 $9,564
Canada & Mexico 1,078 692
South & Central America 127 373
Europe -- 16
Asia-Australia 102 237
Africa-Middle East 89 72
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Total $11,327 $10,954
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Competition
The Company experiences competition with respect to each of its products.
Each product sold by the Company is in direct competition in the market with
products which are similar. In order to maintain sales volumes, the Company
must rely on its ability to manufacture and distribute products at competitive
prices. The Company believes that quality, delivery on schedule and price are
the principal competitive factors.
Competitors range from large corporations with a full line of production
capabilities and products to small local firms specializing in one or two
products. A number of these competitors are owned and operated by large
diversified corporations. Many of these competitors, such as E.I. DuPont de
Nemours & Co., Inc., SCM Chemical Inc., Kerr-McGee Chemical Corporation and
Kronos, Inc., have substantially greater financial and other resources and
their share of industry sales is substantially larger than the Company's.
The primary competition for HITOX is white titanium dioxide pigment.
However, HITOX historically has had a distinct price advantage compared to
white titanium dioxide pigments. The domestic white titanium dioxide list
price is approximately $0.98 per pound delivered while the truck load list
price of HITOX, FOB Corpus Christi is $0.68 per pound. HITOX is primarily sold
FOB plant and white titanium dioxide manufacturers sell on a freight prepaid
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basis. Freight costs range from $0.01 to $0.04 per pound, depending on
destination. During 1992, an imported buff-colored product was introduced in
the domestic market by a domestic distributor. This direct competition is not
believed to have had a material adverse impact on sales of HITOX to existing
customers.
It is possible that one or more of the large, diversified companies
currently producing white titanium dioxide could at some future time endeavor
to enter the buff-colored titanium dioxide market. The Company believes that
it is unlikely that these companies would enter the buff-colored titanium
dioxide market since (i) none of them has done so to date; (ii) under current
market conditions, they can sell white titanium dioxide at prices substantially
above that for HITOX; (iii) in order to produce a buff-colored titanium
dioxide, they would have to incur the capital investment costs to build a plant
suitable to produce buff-colored titanium dioxide, since the production process
for the two products are very different; and (iv) this would require them to
divert their resources to a product competitive with their white titanium
dioxide, for which they have already made substantial capital investments.
ENVIRONMENTAL REGULATIONS AND PRODUCT SAFETY
The Company's plant in Corpus Christi is subject to regulations
promulgated by the Federal Environmental Protection Agency ("EPA") and state
and local authorities with respect to the discharge of substances into the
environment. The Company believes that the Corpus Christi plant is in
compliance with all applicable federal, state and local laws and regulations
relating to the discharge of substances into the environment, and it does not
expect that any material capital expenditures for environmental control
facilities will be necessary in order to continue such compliance.
HITOX and the ingredient from which it is produced, synthetic rutile, are
non-toxic and non-hazardous. HITOX complies with all applicable laws and
regulations enforced by the United States Food and Drug Administration (the
"FDA") and is an acceptable component of packaging materials used in direct
contact with meat, poultry and other food products; of paints used in
incidental contact with such products; and of other packaging materials, such
as paper and paperboard. HITOX also complies with current color additive
regulations promulgated by the FDA. In addition, HITOX has been tested for
compliance with the applicable standards promulgated by the National Sanitation
Foundation (the "NSF"), and the Company is authorized to use applicable NSF
seals and/or logos in connection with the marketing of HITOX. This
authorization is significant in that end users of titanium dioxide pigments who
wish their products to be NSF approved must use component materials that also
meet NSF standards.
BACKLOG
The Company normally manufactures its pigment products in anticipation of,
and not in response to, customer orders and generally fills orders within a
short time after receipt. Consequently, the Company seeks to maintain adequate
inventories of its pigment products in order to permit it to fill orders
promptly after receipt. As of February 16, 1997, the Company does not have a
significant backlog of customer orders.
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SEASONALITY
The Company's pigment business has generally experienced higher sales
during the second and third calendar quarters. This is associated with
increased activity in construction and maintenance during warm weather which
increases demand for materials which use pigments such as paints and plastic
pipe.
PATENTS AND TRADEMARKS
The Company currently holds no patents on the processes for manufacturing
any of its products. Six of the Company's products, HITOX, BARTEX, HALTEX,
OSO, UTOX and TITOX are marketed under names which have been registered with
the United States Patent and Trademark Office.
EMPLOYEES
As of December 31, 1996, the Company had a total of 48 full-time
employees, all in the U.S. None of the Company's employees are currently
covered by a collective bargaining agreement with a union.
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Item 2. Description of Property
The Company's corporate headquarters are located in the Furman Plaza
Building in downtown Corpus Christi, Texas, U.S.A. The Company purchased the
building in 1988 for $755,844. The building is a fully-restored historic
structure with five stories containing approximately 22,465 square feet of
office space attached to a five story, 300 car parking garage. The Company
occupies approximately 18% of the office space, with the remaining space
available for lease to tenants. At December 31, 1996, about 74% of the office
space was leased to tenants.
The Company operates a plant in Corpus Christi, Texas which manufactures
HITOX, BARTEX, and HALTEX. The facility is located in the Rincon Industrial
Park on approximately 13 acres of land leased from the Port of Corpus Christi
Authority (the "Port"). The first lease, which covers 10 acres of the plant
site, has a term of 30 years and expires in July 2017. The lease payment is
subject to adjustment every 5 years for what the Port calls the "equalization
valuation". This is used as a means of equalizing rentals on various Port
lands and is determined solely at the discretion of the Port. The second lease
with the Port, which covers 2.86 acres is in its second term of 5 years, and
expires on December 31, 1997, subject to an option to renew for one additional
5 year term.
The Company owns the improvements on the leased site, including a 3,400
square-foot office, a 5,000 square-foot laboratory building, a maintenance shop
and several manufacturing and warehousing buildings containing a total of
approximately 90,000 square feet of space. The leased premises include
approximately 350 lineal feet of bulkheaded industrial canal frontage, which
provides access to the Gulf of Mexico inter-coastal waterway system through the
Corpus Christi ship channel. This property also is serviced by a railroad spur
which runs through the Company's property to the canal.
During 1993, the Company completed remodeling the Corpus Christi
manufacturing facility. The project included renovating the existing plant
production building, as well as converting adjoining warehouse space into a
production area. Included in the original plans was the addition of HITOX
milling equipment and related service equipment. The first phase of the
project, building renovation, was completed in 1992. The second phase, which
included the reconfiguration of old milling lines and the addition of new
milling lines and a boiler, was essentially complete at the end of 1993.
Testing was carried out in early 1994 and HITOX was produced during most of
1994 and all of 1995 and 1996 using the new production configuration.
The Company sold its two foreign operating subsidiaries in 1994 as
described above, and the Company's only remaining properties are located in
Corpus Christi, Texas.
Management believes that all of the facilities and equipment of the
Company are adequately insured.
Item 3. Legal Proceedings
The Company is involved in routine litigation incidental to its business.
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Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the fourth
quarter of the Company's fiscal year ended December 31, 1996.
EXECUTIVE OFFICERS
The names of the members of the Company's executive officers at March 1,
1997, each of whom is elected annually, are set forth below:
Name Age Position Hitox Since
---- --- -------- -----------
Thomas Landshof 57 President and Chief Executive 1994
Officer
Craig Schkade 42 Chief Financial Officer 1989
and Treasurer
Elizabeth Morgan 55 Secretary 1988
Thomas Landshof has held the position of President and Chief Executive
Officer of the Company since August, 1994, and, he has served on the Board of
Directors since September, 1994. Prior to joining the Company, Mr. Landshof
was president of Consultants Group in Indianapolis, Indiana since 1992. From
1985-1992, he was corporate vice-president of Lilly Industries Inc., also in
Indianapolis. Mr. Landshof worked for Valspar Corporation in Minneapolis,
Minnesota from 1979-1985, and for Conchemco in Lenexa, Kansas from 1972-1978,
which was acquired by Valspar. From 1961-1971 he was employed by NL Industries
in New York. He graduated from Tufts University in 1960.
Craig Schkade was named Treasurer in 1993 and Chief Financial Officer in
January of 1994. Mr. Schkade joined Hitox in 1989, and served as Controller
until transferring to the Company's Malaysian subsidiary in 1990. He served as
General Manager of Malaysian Titanium Corporation and assisted in organizing
the administrative functions of MT during the refurbishment effort. He
returned to Corpus Christi in 1991, and became Director of Corporate
Development. Prior to joining Hitox, he was Chief Accountant at the Port of
Corpus Christi, and prior to that, worked in public accounting with KPMG Peat
Marwick. Mr. Schkade holds a Master of Business Administration degree from
Texas A&M University-Corpus Christi and Bachelor of Business Administration
degrees from the University of Texas at Austin and the University of Texas at
Tyler. He is a Certified Public Accountant.
Elizabeth Morgan has served as Secretary since November 1988 and as
Assistant to the President since September 1988. Prior to joining the Company,
she served as Administrative Assistant to the President of Carl Oil & Gas Co.,
an independent oil and gas exploration company based in Corpus Christi, Texas.
No executive officer of the Company has any family relationship with any
other director or executive officer of the Company.
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PART II
Item 5. Market for Common Equity and Related Stockholder Matters
The Company became a publicly owned company in December, 1988. Prior to
that time, the Company's stock was not listed nor traded on any stock
exchanges. From February 7, 1989 to February 10, 1995, the Company's common
stock was listed and traded on the National Market System of the National
Association of Securities Dealers Automated Quotation System (Nasdaq) (symbol:
HTXA), and since February 10, 1995, has been listed and traded on the Nasdaq
SmallCap Market System. The table below sets forth the high and low closing
sales price of the Company's common stock for the periods indicated, according
to published sources.
Quarter Ended March 31 June 30 Sept. 30 Dec. 31
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1996 High 3.50 4.75 4.25 3.25
Low 3.00 3.00 3.00 2.375
1995 High 3.50 4.625 5.00 4.813
Low 1.875 3.50 3.875 2.875
The reduction in net tangible assets occasioned by the sale of the
Company's two foreign operating subsidiaries, MT and FME, along with annual net
losses, required the Company's securities to be moved from the Nasdaq National
Market System to the Nasdaq SmallCap Market System effective February 10, 1995.
No cash dividends have ever been paid on the Company's Common Stock. The
Company is prohibited from paying cash dividends under its loan agreement with
NationsBank. (See Note 4 of Notes to Financial Statements.)
The approximate number of holders of record of the Company's Common Stock
as of December 31, 1996 was 123. In addition, there are approximately 700
beneficial shareholders.
Item 6. Management's Discussion and Analysis of Financial Condition and
Results of Operations
RESULTS OF OPERATIONS
Net Sales: Net sales for 1996 were $11,327,445, an increase of $373,453
or 3.4% compared with 1995 net sales of $10,953,992. Total 1996 sales of HITOX
pigment were $8,478,426, which accounted for 74.8% of total sales in 1996, as
compared to $8,643,259, or 78.9% of total sales in 1995. Sales of the
Company's other pigment products more than offset the decrease in HITOX pigment
sales. The Company's financial performance continues to be dependent on sales
of the single product line, HITOX pigment.
The Company's net sales in the U.S. increased by 3.8%, to $9,931,674 in
1996 from $9,564,112 in 1995. Net sales for use in foreign countries were
essentially flat, with a decrease of $5,891 or 0.4% to $1,395,771 in 1996, from
$1,389,880 in 1995. Decreased sales to Asia and Latin America were almost
offset by increased sales to Canada.
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Cost of Sales: Total cost of sales in 1996 increased $371,439 or 4.9%
from 1995, accompanying the higher 1996 sales volumes. Raw material costs were
higher in the first half of 1996 than in 1995, which resulted in a decrease in
gross profit from 30.9% for 1995 to 29.9% for 1996.
General, Administrative and Selling Expenses: Total general,
administrative and selling expenses for 1996 were $2,208,802, an increase of
$52,370, or 2.4%, compared with 1995. This increase is due primarily to the
addition of sales personnel in the third quarter of 1995, which impacted full
year 1996. As a percentage of sales, these expenses were 19.5% in 1996, and
19.7% in 1995. Bad debt expense has been insignificant during both periods.
Interest Expense(net): Interest expense in 1996 decreased $257,487
compared with 1995. The decrease was primarily the result of pre-paying
$5,000,000 in subordinated debt (the "Debentures") in July of 1996, using the
$4,000,000 proceeds from the private placement of the Company's common stock
and a new $1,000,000 bank term loan with a lower interest rate. The Company
was able to invest excess funds in temporary investments which earned $29,186
during 1996, and $27,584 in 1995. The 1995 repayment by MT of amounts owed to
the Company triggered a foreign currency gain of $20,356.
Income taxes: The Company has net operating loss and other carryforwards
available to offset the Company's regular taxable income. However, the Company
is subject to alternative minimum tax, and a provision for income tax of $9,000
and $4,625 was recorded for 1996, and 1995, respectively.
Extraordinary Item: During July of 1996, the Company prepaid the
outstanding $5,000,000 principal balance on the Debentures, using the proceeds
of a $1,000,000 term note under an amended loan agreement with the Company's
bank, and the $4,000,000 proceeds from the sale of common stock. The
prepayment made it necessary to accelerate the amortization of unamortized
debenture origination fees, and resulted in an extraordinary charge of $112,000
in the third quarter of 1996. No income tax effect was recognized from the
extraordinary charge because the Company has an operating loss carryforward.
There were no extraordinary items in 1995.
Cash and cash equivalents: The balance in cash and cash equivalents
increased $681,054 from the end of 1995 to the end of 1996. This increase was
the result of positive cash flow from operations, net of cash used in investing
and financing activities.
Inventories: Inventories decreased $437,576 from the end of 1995 to the
end of 1996. The timing of shipments of raw material from Malaysia, and the
size of those shipments, can have a significant effect on inventories. At
December 31, 1995, raw material in transit totaled $1,263,750, while at
December 31, 1996, raw material in transit totaled $471,000.
Accounts payable: The accounts payable decrease of $671,897 from the end
of 1995 to 1996 is primarily the result of the difference in raw material in
transit at the respective year ends.
Notes payable to banks: There was no outstanding balance under the
Company's bank line of credit at the end of 1995 or 1996.
<PAGE> 13
<PAGE>
Accrued expenses: The decrease in accrued expenses of $280,796 from the
end of 1995 to the end of 1996 is primarily the result of a decrease in accrued
inventory costs.
Current maturities of long-term debt: At the end of 1995, the only
outstanding debt with principal currently due was for the mortgage on the
Company's headquarters building, and totaled $58,525. The $5,000,000 in
Debentures had no principal payments due in 1996. The Company significantly
changed its capital structure in 1996. The $4,000,000 proceeds from the sale
of the Company's common stock were used to prepay $4,000,000 of the outstanding
$5,000,000 in Debentures in early July 1996. At the end of July 1996, the
remaining $1,000,000 in Debentures was prepaid using the proceeds of a new
$1,000,000 term loan with the Company's bank. Principal repayments on the new
term loan began in January of 1997, and current maturities of that loan,
together with current maturities of the mortgage on the Company's headquarters
building, total $373,146 at December 31, 1996.
Subordinated Debentures-Related Party and Other long-term debt, excluding
current maturities: The Company significantly changed its capital structure in
1996 as discussed above in Current maturities of long-term debt. The effect on
long-term debt is a decrease from $5,405,712 at the end of 1995 to $1,031,791
at the end of 1996, net of current maturities. Total debt, including current
maturities, decreased from $5,464,237 at the end of 1995 to $1,404,937 at the
end of 1996.
Shareholders' Equity: The Company completed the sale of 1,000,000 shares
of common stock at $4.00 per share at the end of June, 1996. The proceeds from
that sale increased common stock and additional paid-in capital accordingly.
LIQUIDITY AND CAPITAL RESOURCES
The Company's balance sheet has continued to strengthen in 1996. The
Company had working capital of $5,217,227 at December 31, 1996 compared with
$4,325,281 at December 31, 1995. In 1996, cash increased $681,054, with
operating activities providing $923,861, while $171,212 was used in investing
activities, and $71,595 was used in financing activities.
The Company significantly changed its capital structure in 1996. At the
end of June, the Company completed the sale of 1,000,000 shares of common stock
at $4.00 per share. The proceeds were used to prepay $4,000,000 of the
outstanding $5,000,000 principal balance on the Debentures at par on July 1,
1996. The remaining $1,000,000 principal balance on the Debentures was prepaid
in full on July 31, 1996, using the proceeds of a new $1,000,000 term loan with
the Company's bank, NationsBank of Texas, N.A., (the "Bank"). Total
shareholders' equity increased from $3,428,613 at December 31, 1995, to
$8,129,257 at December 31, 1996. Total common shares outstanding increased
from 3,657,487 at the end of 1995, to 4,657,487 at the end of 1996. Total
liabilities decreased from $7,256,278 at the end of 1995, to $2,244,285 at the
end of 1996.
The Company on an ongoing basis will finance its operations principally
through cash flows generated by operations, through bank financing and through
cash on hand. The Company has a continuing need for working capital to finance
<PAGE> 14
<PAGE>
raw material purchases, primarily synthetic rutile, which is now purchased
under a supply agreement (the "Supply Agreement") with its former subsidiary,
Malaysian Titanium Corporation. The Supply Agreement contains a take or pay
arrangement for specified quantities on a yearly basis, with a fixed price for
the first two years of its five year term. The Company had satisfied its first
year commitment under the Supply Agreement at the end of 1995. The second year
purchase commitment will be completed with the first shipment in the first
quarter of 1997, as mutually agreed between the Company and MT. The first
negotiated price adjustment under the Supply Agreement will be effective for
orders placed in the third year of the Supply Agreement, and will result in a
3.6% price increase compared with orders placed in the second year of the
Supply Agreement.
On July 31, 1996, the Company executed an amended loan agreement with the
Bank (the "Amended Loan Agreement"). The Amended Loan Agreement provides a new
$1,000,000 term loan (the "Term Loan") to the Company, with an interest rate of
8.17% per annum. The repayment terms of the Term Loan provide for monthly
payments of interest only until December 31, 1996, with monthly payments of
principal and interest of $31,415, beginning January 31, 1997, with the final
payment due on January 31, 2000. The proceeds of the Term Loan were used to
prepay the remaining $1,000,000 principal balance on the Debentures on July 31,
1996. Also, as part of the Amended Loan Agreement, the expiration date of the
Company's line of credit was extended from April 30, 1997 to April 30, 1998,
and the interest rate was reduced from the Bank's prime rate plus 1.0% to the
Bank's prime rate plus 0.75%. The Company had no outstanding balance under its
line of credit at December 31, 1996. The Amended Loan Agreement also reduces
the interest rate on the mortgage note on the building which includes the
Company's corporate headquarters from 9.5% to 9.0%.
OTHER MATTERS
Inflation has not had a significant impact on the Company's business, and
it is not expected to have a major impact in the foreseeable future.
The Company's primary product, HITOX pigment, competes in a world-wide
white titanium dioxide pigment market. That market has typically experienced
business cycle swings lasting several years. The early 1990's was a period of
recession, typified by an oversupply of titanium dioxide and low prices. That
cycle appears to have turned as major white titanium dioxide producers have
announced price increases for white titanium dioxide. HITOX pigment is less
expensive than white titanium dioxide, which is a key to marketing and selling
HITOX pigment. The price difference between HITOX pigment and white titanium
dioxide pigment narrowed during the recession of the early 1990's. The Company
anticipates that current conditions may provide an opportunity to regain some
of the sales which have been lost over recent years. However, it is not
certain that such market conditions will improve to that which existed in the
late 1980's, when the Company experienced its best sales performance.
Item 7. Financial Statements
The Financial Statements are set out in this annual report on Form 10-KSB
commencing on page 21.
<PAGE> 15
<PAGE>
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures
No disagreements between the Company and its accountants have occurred
within the 24-month period prior to the date of the Company's most recent
financial statements or during any subsequent interim period.
<PAGE> 16
<PAGE>
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
Information which will be contained under the caption "Election of
Directors" in the Company's Definitive Proxy Statement for its 1997 Annual
Meeting of Shareholders is incorporated by reference in response to this Item
9. See Item 4, Part I of this Form 10-KSB for the caption "Executive Officers"
for information concerning executive officers.
Item 10. Executive Compensation
Information under the caption "Executive Compensation", which will be
contained in the Company's Definitive Proxy Statement for its 1997 Annual
Meeting of Shareholders, is incorporated herein by reference.
Item 11. Security Ownership of Certain Beneficial Owners and Management
Information under the caption "Executive Compensation - Security Ownership
of Management", which will be contained in the Company's Definitive Proxy
Statement for its 1997 Annual Meeting of Shareholders, is incorporated herein
by reference.
Item 12. Certain Relationships and Related Transactions
The discussion under the caption "Certain Transactions", which will be
contained in the Company's Definitive Proxy Statement for its 1997 Annual
Meeting of Shareholders, is incorporated herein by reference.
<PAGE> 17
<PAGE>
PART IV
Item 13. Exhibits and Reports on Form 8-K
(a) The following documents are being filed as part of this annual
report on Form 10-KSB:
1. Financial Statements - The financial statements filed as part
of this report are listed in the "Index to Financial Statements"
on page F-1 hereof.
2. Exhibits - The Exhibits listed below are filed as part of, or
incorporated by reference into, this report.
Exhibit
No. Description
- --- -----------
3.1(1) Certificate of Incorporation of the Company as amended
through January 28, 1988
3.2(2) Certificate of Amendment to the Company's Certificate of
Incorporation, filed May 28, 1991
3.3(1) By-laws of the Company
3.4(5) Amendment to the By-laws of the Company dated June 1, 1994
3.5(8) Amendment to the By-laws of the Company dated February 28,
1995
4.1(1) Form of Common Stock Certificate
4.2(3) Form of Convertible Subordinated Debenture of the Company
dated June 15, 1992 and related purchase agreements
4.3(5) Form of First Amendment to the Note Purchase Agreement
covering the Convertible Subordinated Debenture of the
Company dated September 30, 1994
4.4(6) Form of Second Amendment to the Note Purchase Agreement
covering the Convertible Subordinated Debenture of the
Company dated February 28, 1995
4.5(6) Form of Warrant Agreement for issuance of 50,000 warrants
dated September 30, 1994
4.6(6) Form of Warrant Agreement for issuance of 50,000 warrants
dated February 28, 1995
4.7(6) Form of Warrant Agreement for issuance of 1,111,111 warrants
dated February 28, 1995
10.1(7) Loan Agreement with NationsBank dated August 31, 1995
10.2(9) First Amendment to Loan Agreement dated July 31, 1996
10.3(1) Lease from Port of Corpus Christi Authority dated April 14,
1987
10.4(1) Lease from Port of Corpus Christi Authority dated January
12, 1988 as amended on December 24, 1992
10.5(4) Option to extend Lease from Port of Corpus Christi Authority
dated December 24, 1992
10.6(1) Summary Plan Description for the Hitox Profit Sharing Plan &
Trust
11 Computation of Earnings per Share
21 Subsidiaries of Registrant: No significant subsidiaries
23 Consent of Ernst & Young LLP
27 Financial Data Schedule
- ---------------------------------
(1) Incorporated by reference to the exhibit filed with the Registrant's
Registration Statement on Form S-1 (No. 33-25354) filed November 3,
1988, which registration statement became effective December 14, 1988.
<PAGE> 18
<PAGE>
(2) Incorporated by reference to the 1991 Form 10-K.
(3) Incorporated by reference to the Form 8-K dated June 15, 1992.
(4) Incorporated by reference to the 1992 Form 10-K.
(5) Incorporated by reference to the 1994 Form 10-KSB.
(6) Incorporated by reference to the March 31, 1995 Form 10-QSB.
(7) Incorporated by reference to the September 30, 1995 Form 10-QSB.
(8) Incorporated by reference to the 1995 Form 10-KSB.
(9) Incorporated by reference to the June 30, 1996 Form 10-QSB.
(b) Reports on Form 8-K. No reports on Form 8-K were filed by the Company
during the quarter ended December 31, 1996.
<PAGE> 19
<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.
HITOX CORPORATION OF AMERICA
(Registrant)
By THOMAS A. LANDSHOF
-----------------------------------
(Thomas A. Landshof, President & CEO)
Date: March 26, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
Signatures Capacity with the Company Date
---------- ------------------------- ----
THOMAS A. LANDSHOF President and March 26, 1997
- -------------------- Chief Executive Officer
(Thomas A. Landshof) Director
CRAIG SCHKADE Chief Financial Officer March 26, 1997
- -------------------- and Treasurer
(Craig Schkade) (Principal Financial and Accounting Officer)
WILLIAM B. HAYES Chairman of the Board March 26, 1997
- --------------------
(William B. Hayes)
ROBERT J. CRESCI Director March 26, 1997
- --------------------
(Robert J. Cresci)
KEVIN S. MOORE Director March 26, 1997
- --------------------
(Kevin S. Moore)
MICHAEL A. NICOLAIS Director March 26, 1997
- --------------------
(Michael A. Nicolais)
BERNARD A. PAULSON Director March 26, 1997
- --------------------
(Bernard A. Paulson)
KENG KAY LIM Director March 26, 1997
- --------------------
(Keng Kay Lim)
<PAGE> 20
<PAGE>
HITOX CORPORATION OF AMERICA
Annual Report on Form 10-KSB
Item 7
Index to Financial Statements
Page
----
Hitox Corporation of America
Report of Independent Auditors 22
Balance Sheets - December 31, 1996 and 1995 23
Statements of Income - Years ended December 31, 1996 and 1995 24
Statements of Shareholders' Equity-Years ended December 31, 1996
and 1995 25
Statements of Cash Flows-Years ended December 31, 1996 and 1995 26
Notes to Financial Statements 27
<PAGE> 21
<PAGE>
Report of Independent Auditors
Board of Directors and Shareholders
Hitox Corporation of America
Corpus Christi, Texas
We have audited the accompanying balance sheets of Hitox Corporation of America
as of December 31, 1996 and 1995, and the related statements of income,
shareholders' equity, and cash flows for the years then ended. 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, the financial statements referred to above present fairly, in
all material respects, the financial position of Hitox Corporation of America
at December 31, 1996 and 1995, and the results of its operations and its cash
flows for the years then ended, in conformity with generally accepted
accounting principles.
ERNST & YOUNG LLP
San Antonio, Texas
January 29, 1997
<PAGE> 22
<PAGE>
<TABLE>
HITOX CORPORATION OF AMERICA
BALANCE SHEETS
<CAPTION>
December 31,
-------------------------
1996 1995
----------- -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 1,509,047 $ 827,993
Receivables:
Trade accounts receivable; no allowance for
doubtful accounts considered necessary 1,101,326 1,129,488
Other 69,851 28,474
----------- -----------
Total Receivables 1,171,177 1,157,962
Inventories 3,716,664 4,154,240
Other current assets 32,833 35,652
----------- -----------
Total current assets 6,429,721 6,175,847
PROPERTY, PLANT AND EQUIPMENT, net 3,918,496 4,337,809
OTHER ASSETS 25,325 171,235
----------- -----------
$10,373,542 $10,684,891
LIABILITIES AND SHAREHOLDERS' EQUITY =========== ===========
CURRENT LIABILITIES:
Accounts payable $ 164,510 $ 123,157
Accounts payable - MTC 418,000 1,131,250
Accrued expenses 256,838 537,634
Current maturities of long-term debt 373,146 58,525
----------- -----------
Total current liabilities 1,212,494 1,850,566
SUBORDINATED DEBENTURES - RELATED PARTY -- 5,000,000
OTHER LONG-TERM DEBT, EXCLUDING CURRENT MATURITIES 1,031,791 405,712
----------- -----------
Total liabilities 2,244,285 7,256,278
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred stock $.01 par value: authorized,
5,000,000 shares; no shares outstanding -- --
Common stock $.25 par value: authorized,
10,000,000 shares; shares outstanding after
deducting 88,240 shares held in treasury,
4,657,487 and 3,657,487 in 1996 and 1995,
respectively 1,186,432 936,432
Additional paid-in capital 14,341,193 10,603,488
Accumulated deficit (7,355,413) (8,068,352)
----------- -----------
8,172,212 3,471,568
Less: cost of treasury stock (42,955) (42,955)
----------- -----------
Total shareholders' equity 8,129,257 3,428,613
----------- -----------
$10,373,542 $10,684,891
=========== ===========
</TABLE>
See accompanying notes.
<PAGE> 23
<PAGE>
<TABLE>
HITOX CORPORATION OF AMERICA
STATEMENTS OF INCOME
<CAPTION>
Years Ended December 31,
--------------------------
1996 1995
----------- -----------
<S> <C> <C>
NET SALES $11,327,445 $10,953,992
COSTS AND EXPENSES:
Cost of sales 7,944,104 7,572,665
General, administrative and selling expenses 2,208,802 2,156,432
----------- -----------
OPERATING INCOME 1,174,539 1,224,895
OTHER EXPENSES:
Interest expense, net 319,514 577,001
Other, net 20,776 43,069
----------- -----------
INCOME BEFORE INCOME TAX AND
EXTRAORDINARY ITEM 834,249 604,825
Current income tax expense 9,000 4,625
----------- -----------
INCOME BEFORE EXTRAORDINARY ITEM 825,249 600,200
Extraordinary item, early extinguishment of
debt (112,310) --
----------- -----------
NET INCOME $ 712,939 $ 600,200
=========== ===========
Income per common share:
Income before extraordinary item $ 0.19 $ 0.16
Extraordinary item (0.02) --
----------- -----------
Net income $ 0.17 $ 0.16
=========== ===========
Weighted average common shares and
equivalents outstanding 4,233,432 3,741,697
=========== ===========
</TABLE>
See accompanying notes.
<PAGE> 24
<PAGE>
<TABLE>
HITOX CORPORATION OF AMERICA
STATEMENTS OF SHAREHOLDERS' EQUITY
<CAPTION>
COMMON STOCK ADDITIONAL TREASURY STOCK
---------------------- PAID-IN ACCUMULATED -----------------
SHARES AMOUNT CAPITAL DEFICIT SHARES AMOUNT TOTAL
--------- ---------- ------------ ----------- ------ -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT
JANUARY 1, 1995 3,745,027 $ 936,257 $ 10,594,438 $(8,668,552) 88,240 $(42,955) $ 2,819,188
Net Income -- -- -- 600,200 -- -- 600,200
Exercise ofstock
options 700 175 2,800 -- -- -- 2,975
Grant of warrant -- -- 6,250 -- -- -- 6,250
--------- ---------- ------------ ----------- ------ -------- -----------
BALANCE AT
DECEMBER 31,1995 3,745,727 936,432 10,603,488 $(8,068,352) 88,240 (42,955) 3,428,613
Net Income -- -- -- 712,939 -- -- 712,939
Issuance of stock 1,000,000 250,000 3,737,705 -- -- -- 3,987,705
--------- ---------- ------------ ----------- ------ -------- -----------
BALANCE AT
DECEMBER 31, 1996 4,745,727 $1,186,432 $ 14,341,193 $(7,355,413) 88,240 $(42,955) $ 8,129,257
========= ========== ============ =========== ====== ======== ===========
</TABLE>
See accompanying notes.
<PAGE> 25
<PAGE>
<TABLE>
HITOX CORPORATION OF AMERICA
STATEMENTS OF CASH FLOWS
<CAPTION>
Years Ended December 31,
----------------------------
1996 1995
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 712,939 $ 600,200
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 623,959 682,927
Loss on sale of property, plant and equipment 166 871
Common stock warrants issued -- 6,250
Extraordinary item 112,310 --
Changes in working capital:
Receivables (13,215) (67,030)
Inventories 437,576 (1,038,770)
Other current assets 2,819 (6,076)
Accounts payable and accrued expenses (952,693) 709,322
------------ ------------
Net cash provided by operating activities 923,861 887,694
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment, net of retirements (171,312) (187,153)
retirements
Proceeds from sales of property, plant and equipment 100 --
Other, net -- 1,936
------------ ------------
Net cash used in investing activities (171,212) (185,217)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on long-term debt (5,059,300) (93,585)
Proceeds from long-term debt 1,000,000 --
Net payments on revolving line of credit -- (2,267,000)
Proceeds from the issuance of common stock and exercise of
common stock options 3,987,705 2,975
------------ ------------
Net cash used in financing activities (71,595) (2,357,610)
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 681,054 (1,655,133)
CASH AND CASH EQUIVALENTS BEGINNING OF YEAR 827,993 2,483,126
------------ ------------
CASH AND CASH EQUIVALENTS END OF YEAR $ 1,509,047 $ 827,993
============ ============
Supplemental cash flow disclosures:
Income taxes paid $ 9,000 $ 4,625
Income tax refunds -- 39,148
Interest paid 351,469 1,210,781
Non-cash financing activities:
Issuance of common stock warrants to holders of Debentures $ -- $ 6,250
</TABLE>
See accompanying notes.
<PAGE> 26
<PAGE>
HITOX CORPORATION OF AMERICA
NOTES TO FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
Business Description
Hitox Corporation of America ("Hitox" or the "Company"), a Delaware
Corporation, is engaged in a single industry, the manufacture and sale of
mineral products for use as pigments and extenders, primarily in the
manufacture of paints, industrial coatings and plastics. Until their sale in
September 1994, the Company's subsidiaries included Malaysian Titanium
Corporation Sdn. Bhd ("MT") and Fluid Minerals Espanola, S.A. ("FME"). MT,
located in Ipoh, Malaysia, manufactures synthetic rutile which is sold to the
Company as a raw material for the manufacture of its principal product. MT is
also a distributor for HITOX pigment in the Pacific Rim. FME, located in
Bunuel, Spain, manufactures and sells HITOX pigment mainly in Europe under a
license agreement with the Company.
Basis of Presentation and Use of Estimates
The financial statements are prepared in accordance with generally
accepted accounting principles.
In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and assumptions
that affect the reported amount of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reporting period. Actual results could differ
from these estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments readily convertible to
known cash amounts and with a maturity of three months or less at the date of
purchase to be cash equivalents.
Inventories
Inventories are stated at the lower of cost (determined on a first-in,
first-out basis) or market.
Property, Plant and Equipment
Property, plant and equipment are stated at cost. Depreciation is
computed using the straight-line method over the estimated useful lives of the
respective assets which range from 3-35 years. Maintenance and repair costs
are charged to expense as incurred.
Revenue Recognition
Sales are recognized when the product is shipped and customers have no
right of return. The Company's pigment business has generally experienced
higher sales during the second and third calendar quarters, due to increased
<PAGE> 27
<PAGE>
activity in construction and maintenance during warm weather and the associated
increase in demand for materials which use pigments such as paints and plastic
pipe. The Company's principal product line, HITOX pigments, accounted for
74.8% and 78.9% of total sales in 1996 and 1995, respectively.
Income Taxes
The Company records income taxes under Financial Accounting Standards
Board Statement No. 109, using the liability method. Under this method,
deferred tax assets and liabilities are determined based on differences between
financial reporting and tax bases of assets and liabilities and are measured
using the enacted tax rates and laws that will be in effect when the
differences are expected to reverse.
Stock Based Compensation
The Company grants stock options for a fixed number of shares to employees
with an exercise price equal to the fair value of the shares at the date of
grant. The Company has accounted for stock option grants in accordance with
APB Opinion No. 25, Accounting for Stock Issued to Employees, and, accordingly,
recognized no compensation expense for the stock option grants. The Company
will continue to account for stock option grants under APB Opinion No. 25,
while applying the requirements of FASB Statement No. 123, Accounting for
Stock-Based Compensation. See Note 7 of Notes to Financial Statements.
Reclassifications
Certain 1995 balances have been reclassified for comparative purposes.
Net Income Per Share
The net income per share is based on the weighted average number of common
shares and common equivalent shares outstanding in 1996 and 1995, assuming the
exercise of the common stock options and warrants using the treasury stock
method.
If the prepayment of the $5,000,000 subordinated debentures which was
financed by the sale of 1,000,000 shares of common stock and the proceeds of a
$1,000,000 term note described in Note 4 had occurred at January 1, 1996,
weighted average shares outstanding for the year would have been 4,718,364,
earnings per share before extraordinary item would have been $0.22, and
earnings per share would have been $0.19.
<PAGE> 28
<PAGE>
2. Inventories
A summary of inventories follows:
December 31,
-------------------------
1996 1995
----------- -----------
Raw materials $ 2,665,840 $ 2,922,701
Finished goods 975,757 1,141,160
Supplies 75,067 90,379
----------- -----------
Total Inventories $ 3,716,664 $ 4,154,240
=========== ===========
At December 31, 1996, the finished goods inventory of the Company's
principal product, HITOX, is 64% material cost and 36% production cost. At
December 31, 1995, those percentages were 67% material cost and 33% production
cost. See Note 6 regarding purchase commitments for synthetic rutile.
3. Property, Plant and Equipment
Major classifications and expected lives of property, plant and equipment
are summarized below:
December 31,
--------------------------
Expected Life 1996 1995
--------------- ----------- -----------
Office building and land 35 years $ 1,269,537 $ 1,247,992
Production facilities 10, 20 years 3,185,129 3,179,960
Machinery and equipment 5, 7 years 4,048,388 3,971,052
Furniture and fixtures 7, 10, 20 years 620,009 575,771
Construction in progress N/A -- 8,278
----------- -----------
Total 9,123,063 8,983,053
Less accumulated depreciation (5,204,567) (4,645,244)
----------- -----------
Property, Plant and
Equipment, net $ 3,918,496 $ 4,337,809
=========== ===========
The amount of depreciation calculated on the Company's fixed assets for the
years ending December 31, 1996 and December 31, 1995 was $590,359, and
$625,327, respectively.
<PAGE> 29
<PAGE>
4. Long-Term Debt and Notes Payable to Banks
A summary of long-term debt follows:
December 31,
-----------------------
1996 1995
---------- ----------
10.5% subordinated debentures,
issued in a private placement (See (a) below) $ -- $5,000,000
8.17% term note payable to a U.S. bank, incorporated
into the Loan Agreement as described in (b) below,
due January 31, 2000 1,000,000 --
9.0% term note payable to a U.S. bank, incorporated
into the Loan Agreement as described in (b) below,
due February 28, 2002 404,937 464,237
---------- ----------
Total 1,404,937 5,464,237
Less current maturities 373,146 58,525
---------- ----------
Total long-term debt $1,031,791 $5,405,712
========== ==========
(a) On June 15, 1992, the Company executed a note purchase agreement (the
"Note Purchase Agreement"), under which the Company issued $5,000,000 of
10.5% convertible subordinated debentures (the "Debentures"), due June 15,
1998, interest payable semi-annually, $500,000 of principal due quarterly
to commence on September 15, 1996. $3,500,000 of the Debentures are held
by NAP & Co., formerly Delaware State Employee's Retirement Fund, $822,000
by Northman & Co., formerly the Trust for Defined Benefit Plan of ICI
American Holdings, Inc. and $678,000 by Fuelship & Co., formerly Zeneca
Holdings, Inc. These Debentures were convertible into 555,555 common
shares at $9.00 per share at discretion of holder, subject to adjustment
for earnings targets. On February 28, 1995, the Note Purchase Agreement
was amended to eliminate the conversion feature and the earnings targets
from the Debentures. Also on that date, the Debenture holders were issued
1,111,111 warrants at an exercise price of $4.50 per share. The amendment
also postponed the beginning of principal repayments by one year to
September 15, 1997, and extended the due date one year to June 15, 1999.
In addition, the amendment changed the interest payments from semi-annual
to monthly.
On June 26, 1996, the Company completed the sale of 1,000,000 shares of
common stock at $4.00 per share to Megamin Ventures Sdn. Bhd., formerly
Syarikat Megawati Sdn. Bhd. The $4,000,000 proceeds from the sale were
used to prepay $4,000,000 of the outstanding principal balance of the
Debentures on July 1, 1996. On July 31, 1996, the Company executed an
amended loan agreement (the "Amended Loan Agreement") with NationsBank of
Texas, N.A., (the "Bank"), which provided a new $1,000,000 term loan (the
"Term Loan") to the Company. The proceeds of the Term Loan were used to
prepay the remaining $1,000,000 principal balance on the Debentures on July
31, 1996. Debenture origination fees paid in 1992 (consisting of legal and
placement fees) were $347,510. These fees were capitalized and reflected
in other assets in the balance sheet and have been amortized over the term
of the Debentures. The remaining unamortized fees were expensed at the
<PAGE> 30
<PAGE>
time the Debentures were completely paid off, resulting in an extraordinary
charge of $112,310 in the third quarter of 1996.
(b) On August 31, 1995, the Company entered into a new loan agreement (the
"Loan Agreement") with the Bank. The Loan Agreement extended the maturity
of a mortgage note on the Company's headquarters building which had a
principal balance of $486,849 on August 31, 1995. The Loan Agreement
required the mortgage note to be paid in 77 equal monthly installments of
$8,390 each, including principal and interest, at an interest rate of 9.5%.
The Loan Agreement also increased the amount of the Company's revolving
line of credit from $1,400,000 to $2,000,000, and extended the maturity
date until April 30, 1997. The line of credit provided for monthly
interest payments on any outstanding principal balance at an interest rate
of the Bank's prime plus 1%.
The Amended Loan Agreement, executed on July 31, 1996, established
repayment terms for the 8.17% Term Loan requiring monthly payments of
interest only until December 31, 1996, with monthly payments of principal
and interest of $31,415 beginning January 31, 1997, with the final payment
due on January 31, 2000. Under the Amended Loan Agreement, the interest
rate on the mortgage note on the Company's headquarters building was
reduced from 9.5% to 9.0%. Also as part of the Amended Loan Agreement, the
interest rate for borrowings on the Company's line of credit was reduced
from 1% to 0.75% over the Bank's prime rate and the maturity date was
extended to April 30, 1998. Maximum advances under the line of credit are
restricted by the amount of specified percentages of certain of the
Company's inventories and accounts receivable. The Company only accessed
the line of credit briefly during the first and second quarters of 1996.
Both the line of credit and the term notes are secured by the office
building, inventory and accounts receivable. The Amended Loan Agreement
contains covenants which, among other things, require maintenance of
certain financial ratios. The covenants are required to be calculated at
the end of each quarter. The Company was in compliance with all covenants
at the end of each quarter in 1996. The Company is prohibited from paying
dividends without the prior approval of the Bank.
The carrying amounts of the Company's long term debt approximate their fair
value. The loans were renegotiated in July 1996. Market interest rates and
the Company's credit standing have not changed significantly during the five
month period since that time.
The following is a summary of maturities of long-term debt as of December 31,
1996:
Year Ending December 31,
------------------------
1997 $ 373,146
1998 405,487
1999 440,403
2000 87,329
2001 95,639
2002 2,933
-----------
Total $ 1,404,937
===========
<PAGE> 31
<PAGE>
The total amount of interest expense for 1996 and 1995 was $348,702 and
$624,938, respectively.
5. Income Taxes
A reconciliation between the Company's effective tax rate and the Federal
statutory rate on earnings is as follows:
Years Ended December 31,
------------------------
1996 1995
---------- ----------
Expense computed at statutory rates $ 245,459 $ 205,641
Other, net 60,541 (18,016)
Change in valuation allowance (297,000) (183,000)
---------- ----------
$ 9,000 $ 4,625
========== ==========
Deferred income taxes reflect the effects of (a) temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes, and (b) operating loss
and tax credit carryforwards. The tax effects of significant items comprising
the Company's net deferred tax asset as of December 31, 1996 and 1995 are as
follows:
Years Ended December 31,
-------------------------
1996 1995
Rounded Rounded
----------- -----------
Deferred Tax Liabilities:
- ------------------------
Book - tax difference of U.S. property, plant and
equipment $ 177,000 $ 184,000
----------- -----------
Total deferred liabilities 177,000 184,000
----------- -----------
Deferred Tax Assets:
- -------------------
Net operating loss carryforwards 4,434,000 4,696,000
Alternative minimum tax credit carryforward 18,000 18,000
Other deferred assets 48,000 90,000
----------- -----------
Total deferred assets 4,500,000 4,804,000
----------- -----------
Net deferred tax assets before valuation allowance 4,323,000 4,620,000
----------- -----------
Valuation allowance (4,323,000) (4,620,000)
----------- -----------
Net deferred tax liability $ -- $ --
=========== ===========
The Company has net operating loss carryforwards as of December 31, 1996 as
follows:
<PAGE> 32
<PAGE>
Expiration
Amount Date
----------- -----------
Federal income tax loss carryforward from 1993 $ 570,000 2008
Federal income tax loss carryforward from 1994 12,471,000 2009
-----------
$13,041,000
===========
6. Commitments and Contingencies
Purchase Commitments
The Company sold its entire ownership interest in its Malaysian subsidiary
in 1994. As part of that transaction, the Company entered into an agreement
for the supply of synthetic rutile by MT to the Company (the "Supply
Agreement") which became effective December 15, 1994. The Supply Agreement has
an initial term of five years, with on-going automatic year to year renewal
unless terminated with twelve months notice by either party. The Supply
Agreement is a take or pay arrangement for a specified minimum annual quantity
("Minimum Quantity"). The Company purchased a total of $4,094,700 during 1995,
thereby satisfying its first year purchase commitment under the Supply
Agreement. The second year purchase commitment will be completed with the
first shipment in the first quarter of 1997, as mutually agreed between the
Company and MT. The Company is required to purchase the same minimum quantity
in each of the last four years of the initial term of the Supply Agreement.
Prices for the first two years of the Supply Agreement were fixed. The first
negotiated price adjustment under the Supply Agreement will be effective for
orders placed in the third year of the Supply Agreement, and will result in a
3.6% price increase compared with orders placed in the second year of the
Supply Agreement.
Should quantities of synthetic rutile above the Minimum Quantity be
required, the Company may seek alternative sources and price quotes. MT will
have the right to supply the additional requirement on a meet or release basis.
The Supply Agreement provides for the payment of damages in the event that MT
is not able to supply the Minimum Quantity of synthetic rutile, and likewise,
in the event that the Company does not take the Minimum Quantity and MT cannot
sell the shortfall of synthetic rutile on the open market at a comparable
price.
Leases
The Company operates a plant in Corpus Christi, Texas. The facility is
located in the Rincon Industrial Park on approximately 13 acres of land leased
under non-cancelable operating leases from the Port of Corpus Christi Authority
(the "Port"). The first lease, which covers 10 acres of the plant site, has a
term of 30 years and expires in July 2017. The lease payment is subject to
adjustment every 5 years for what the Port calls the "equalization valuation".
This is used as a means of equalizing rentals on various Port lands and is
determined solely at the discretion of the Port. The second lease with the
Port, which covers 2.86 acres is in its second term of 5 years, and expires on
December 31, 1997, subject to an option to renew for one additional 5 year
term.
<PAGE> 33
<PAGE>
Minimum future rental payments under these leases as of December 31, 1996 are
as follows:
Years Ending December 31,
-------------------------
1997 $ 53,400
1998 24,000
1999 24,000
2000 24,000
2001 24,000
Later years 372,000
---------
Total minimum lease payments $ 521,400
=========
Rent expense under these leases was $53,400 per year during 1996 and 1995.
It is expected that as these leases expire, the Company will renew or replace
them with leases on similar assets, at potentially higher rates.
The Company leases office space in its office building under
noncancellable operating leases to third parties. Total rental income received
pursuant to these leases in 1996 and 1995, amounted to approximately $137,400
and $117,700, respectively. Minimum future rentals receivable under these
leases as of December 31, 1996 are as follows:
Year Ending December 31,
------------------------
1997 $ 113,321
1998 26,558
1999 15,791
2000 --
2001 --
---------
Total $ 155,670
=========
Contingencies
The Company believes that the Corpus Christi plant is in compliance with
all applicable federal, state and local laws and regulations relating to the
discharge of substances into the environment, and it does not expect that any
material capital expenditures for environmental control facilities will be
necessary in order to continue such compliance.
7. Stock Options and Warrants
Stock Options
The Company has elected to follow Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees" (APB 25) and related
interpretations in accounting for its employee stock options because, as
discussed below, the alternative fair value accounting provided for under FASB
Statement No. 123, "Accounting for Stock-Based Compensation," requires use of
<PAGE> 34
<PAGE>
option valuation models that were not developed for use in valuing employee
stock options. Under APB 25, because the exercise price of the Company's
employee stock options equals the market price of the underlying stock on the
date of grant, no compensation expense is recognized.
The Company's 1990 Incentive Plan for Hitox Corporation of America (the
"Plan") provides for the award of a variety of incentive compensation
arrangements to such employees and directors as may be determined by a
Committee of the Board (the "Committee"). The original Plan provided that
options or awards for as many as 175,000 shares of the Company's common stock
may be granted by the Committee. In 1995, the Board of Directors approved an
amendment to the Plan increasing the number of shares available to grant
thereunder to 625,000. The Plan also provides for the automatic granting
annually of options for 2,500 shares of common stock to non-employee directors
of the Company. Options must be exercised within ten years from the date of
grant or forfeited. All options are issued at an exercise price equal to the
stock's market value on the date of grant. Options may be issued subject to a
vesting schedule at the discretion of the Board of Directors' Compensation
Committee.
In addition, during 1991, 75,000 non-qualified stock options were granted
to the officers of the Company at an exercise price of $9.75 per share and
expire during 1998. There also were 3,000 non-qualified stock options granted
in 1989 at $9.00, which expired in 1996. During 1995, another 50,000 options
were issued outside the plan at an exercise price of $2.625.
Exercise prices on options outstanding at December 31, 1996 ranged from
$2.625 to $10.625 per share. The weighted-average remaining contractual life
of those options is 7 years. The number of options exercisable at December 31,
1996 and December 31, 1995 was 388,235 and 326,975, respectively.
The following table summarizes certain information regarding stock options
granted:
<TABLE>
Options
------------------------------------------------
<CAPTION>
Total Weighted Average Range of
Reserved Outstanding Exercise Price Exercise Prices
-------- ----------- ---------------- ---------------
<S> <C> <C> <C> <C>
Balances at December 31, 1994 221,600 197,075 $7.125 $3.25-$10.625
Additional options
authorized 500,000 -- -- --
Granted -- 391,000 $3.367 $2.625-$4.25
Exercised (700) (700) $4.125 $4.125
Forfeited -- (10,400) $4.588 $4.125-$5.50
-------- -----------
Balances at December 31, 1995 720,900 576,975 $4.628 $2.625-$10.625
Granted -- 12,500 $3.500 $3.50
Forfeited -- (15,700) $7.525 $3.25-$10.625
-------- -----------
Balances at December 31, 1996 720,900 573,775 $4.524 $2.625-$10.625
======== ===========
</TABLE>
Pro forma information regarding net income and earnings per share is
required by Statement 123, which also requires that the information be
<PAGE> 35
<PAGE>
determined as if the Company has accounted for its employee stock options
granted subsequent to December 31, 1994 under the fair value method of that
Statement. The fair value for these options was estimated at the date of grant
using a Black-Scholes option pricing model with the following weighted-average
assumptions for 1995 and 1996, respectively: risk-free interest rates of 6.59%
and 6.58%; a dividend yield of zero; volatility factors of the expected market
price of the Company's common stock of .585 and .588; and a weighted-average
expected life of the option of 4.82 years and 5 years. The weighted-average
fair value of options granted during 1996 was $1.99.
The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions including the expected stock price
volatility and expected lives. Because the Company's employee stock options
have characteristics significantly different from those of traded options, and
because changes in the subjective input assumptions can materially affect the
fair value estimate, in management's opinion, the existing models do not
necessarily provide a reliable single measure of the fair value of its employee
stock options.
For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period. The
Company's pro forma information follows:
1996 1995
-------- --------
Pro forma net income $549,920 $177,182
Pro forma earnings per share
Primary $0.13 $0.05
Fully diluted $0.13 $0.05
Stock Warrants
The Company and the Debenture trustee amended the Note Purchase Agreement
to accommodate changes which recognize the Company's new structure and
financial condition, as well as the waivers and forbearance granted to the
Company by the Debenture holders. The changes to the Note Purchase Agreement
eliminated the conversion feature. The Company issued warrants to the
Debenture holders to purchase an aggregate of 1,111,111 shares of the Company's
common stock, at a conversion price of $4.50 per share.
The Company has also granted the Debenture holders additional warrants to
purchase common stock from the Company in consideration of their agreements,
waivers and forbearance, as follows:
* Warrants to purchase 50,000 shares at $2.50 per share were granted on
February 28, 1995, and expire February 28, 2000. Based on the market
price on the grant date of $2.625, the Company recorded an expense of
$6,250 in the first quarter of 1995 related to these warrants.
* Warrants to purchase 50,000 shares at $2.50 per share were granted on
September 30, 1994, and expire September 30, 1999. Based on the market
<PAGE> 36
<PAGE>
price on the grant date of $3.25, the Company recorded an expense of
$37,500 related to the warrants during the third quarter of 1994.
In connection with all of the Company's stock options and warrants,
1,932,011 shares of the Company's common stock have been reserved.
8. Profit Sharing Plan
The Company has a profit sharing plan that covers all employees.
Contributions to the plan are determined by the Board of Directors and are
limited to the maximum amount deductible by the Company for Federal income tax
purposes. For the years ended December 31, 1996 and 1995, there were no
contributions to the plan.
The Company also offers a 401(k) savings plan administered by a bank.
Employees are eligible to participate in the plan after completing six months
of service with the Company. The Company matches contributions up to $400 per
year per employee. Total Company contributions to the 401(k) plan for the
years ended December 31, 1996 and 1995 were $15,823 and $13,847, respectively.
9. Principal Customer Information and Export Sales
One customer provided 15% and 12% of total revenue during the years ended
December 31, 1996 and 1995, respectively. No other customer provided 10% or
more of total revenue during those years.
Revenues from export sales were as follows:
Years Ended December 31,
---------------------------
Geographic Region 1996 1995
- ----------------- ------------ -----------
Europe $ -- $ 15,775
Canada 836,783 633,192
South and Central America and Mexico 368,800 432,329
Asia 84,296 233,009
Other Regions 105,892 75,575
------------ -----------
Total $ 1,395,771 $ 1,389,880
============ ===========
The Company sells its products both directly to end users and to
distributors. The top 10 direct customers accounted for 42% of total net sales
in 1996, and 39% of total net sales in 1995. Domestic distributors accounted
for approximately 35% of total net sales in 1996, and 37% in 1995.
<PAGE> 37
<PAGE>
INDEX TO EXHIBITS
Exhibit
No. Item Page
- -- ---- ----
11 Computation of Earnings per Share 39
21 Subsidiaries of Registrant: No significant subsidiaries --
23 Consent of Ernst & Young LLP 40
27 Financial Data Schedule 41
<PAGE> 38
<PAGE>
<TABLE>
EXHIBIT 11
HITOX CORPORATION OF AMERICA
COMPUTATION OF EARNINGS PER SHARE
<CAPTION>
Year Ended December 31,
-------------------------
1996 1995
----------- -----------
<S> <C> <C>
WEIGHTED AVERAGE SHARES OUTSTANDING:
Common Stock 4,172,555 3,657,487
Common Stock Equivalents, assumed exercise
of stock options and warrants (Treasury Stock
Method at average market value) 60,877 84,210
----------- -----------
Total for primary earnings per share 4,233,432 3,741,697
Assumed exercise of stock options and warrants
(Treasury Stock Method at greater of
average or end of period market value) -- --
----------- -----------
Total for fully diluted earnings per share 4,233,432 3,741,697
=========== ===========
INCOME
Income before extraordinary item $ 825,249 $ 600,200
Extraordinary item, early extinguishment of debt (112,310) --
----------- -----------
Net income $ 712,939 $ 600,200
=========== ===========
INCOME PER SHARE
Income before extraordinary item $ 0.19 $ 0.16
Extraordinary item, early extinguishment of debt (0.02) --
----------- -----------
Net income $ 0.17 $ 0.16
=========== ===========
</TABLE>
<PAGE> 39
<PAGE>
EXHIBIT 23
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-39755) pertaining to the 1990 Incentive Plan for Hitox
Corporation of America of our report dated January 29, 1997, with respect to
the financial statements of Hitox Corporation of America included in the Form
10-KSB for the year ended December 31, 1996.
ERNST & YOUNG LLP
San Antonio, Texas
March 26, 1997
<PAGE> 40
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> $1509
<SECURITIES> 0
<RECEIVABLES> 1101
<ALLOWANCES> 0
<INVENTORY> 3717
<CURRENT-ASSETS> 6430
<PP&E> 9123
<DEPRECIATION> 5205
<TOTAL-ASSETS> $10374
<CURRENT-LIABILITIES> $1212
<BONDS> 1032
0
0
<COMMON> 1186
<OTHER-SE> 6943
<TOTAL-LIABILITY-AND-EQUITY> $10374
<SALES> $11327
<TOTAL-REVENUES> 11327
<CGS> 7944
<TOTAL-COSTS> 7944
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 320
<INCOME-PRETAX> 834
<INCOME-TAX> 9
<INCOME-CONTINUING> 825
<DISCONTINUED> 0
<EXTRAORDINARY> (112)
<CHANGES> 0
<NET-INCOME> $713
<EPS-PRIMARY> $0.17
<EPS-DILUTED> $0.17
</TABLE>
