HILITE INDUSTRIES INC
10-Q, 1997-05-15
MOTOR VEHICLE PARTS & ACCESSORIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q



       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 1997



Commission file number               0-22924
                         -------------------------------


                             HILITE INDUSTRIES, INC.
               ---------------------------------------------------
               (Exact name of registrant specified in its charter)


                 DELAWARE                                        75-2147742
- ------------------------------------------------             -------------------
(State or other jurisdiction of incorporation or              (I.R.S. Employer
                organization)                                Identification No.)


          1671 S. BROADWAY
          CARROLLTON, TEXAS                                         75006
- ---------------------------------------                      -------------------
(Address of principal executive offices)                          (Zip code)


                                 (972) 466-0475
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.    Yes [X] No [_]


As  of  May  14,  1997,  the  Company  had  4,900,000  shares  of  Common  Stock
outstanding.


<PAGE>



                             HILITE INDUSTRIES, INC.
                 FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1997
                                      INDEX

                                                                            PAGE
                                                                            ----
Part I.   FINANCIAL STATEMENTS
          --------------------

          Item 1.  Consolidated Financial Statements

                   Consolidated Balance Sheets as of  June 30, 1996
                      (Audited) and March 31, 1997                            
                      (Unaudited).............................................3

                   Consolidated Statements of Income for the 
                   Three and Nine Months Ended
                   March 31, 1997 and 1996 (Unaudited)........................4

                   Consolidated Statements of Cash Flows for the 
                   Three and Nine Months Ended 
                   March 31, 1997 and 1996 (Unaudited)........................5

                   Notes to Interim Consolidated Financial Statements
                   (Unaudited)................................................6


          Item 2.  Management's Discussion and Analysis of Financial
                    Condition and Results of
                    Operations................................................7

Part II.  OTHER INFORMATION..................................................11
          -----------------







                                       -2-


<PAGE>

                  HILITE INDUSTRIES, INC.
                Consolidated Balance Sheets
<TABLE>
<CAPTION>
                                                                    March 31,       June 30,
                                                                      1997            1996
                                                                   (Unaudited)      (Audited)
                                                                  ------------    ------------
<S>                                                               <C>             <C>          
                                     ASSETS

Current assets:
  Cash and cash equivalents ...................................   $       --      $       --   
  Accounts receivable, less allowance for doubtful accounts of
    $106,667 and $91,100 at March 31 and June 30, respectively      11,563,772      11,356,477
  Tooling receivables .........................................           --           760,982
  Inventories .................................................     10,428,683       8,845,457
  Income tax receivable .......................................        441,029         235,615
  Deferred income taxes .......................................        472,627         472,627
  Prepaid expenses and other ..................................        768,657         542,089
                                                                  ------------    ------------
    Total current assets ......................................     23,674,768      22,213,247
                                                                  ------------    ------------

Property, plant and equipment, at cost ........................     41,610,511      38,139,671
Less: accumulated depreciation and amortization ...............    (12,536,735)    (10,349,569)
                                                                  ------------    ------------
Property, plant and equipment, net ............................     29,073,776      27,790,102

Goodwill, net of amortization .................................      5,947,813       6,195,290
                                                                  ------------    ------------

TOTAL ASSETS ..................................................   $ 58,696,357    $ 56,198,639
                                                                  ============    ============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued expenses .......................   $  9,346,326       8,607,287
  Long-term debt - current portion ............................      2,320,672       2,320,672
                                                                  ------------    ------------
    Total current liabilities .................................     11,666,998      10,927,959
                                                                  ------------    ------------

Note payable ..................................................      9,414,393       5,933,659
Long-term debt ................................................     10,090,639      11,738,709
Deferred income taxes .........................................      2,315,442       2,077,589
Subordinated debt .............................................      1,785,184       1,860,184
                                                                  ------------    ------------
    Total non-current liabilities .............................     23,605,658      21,610,141

Shareholders' equity:
  Preferred Stock, $.01 par value; 5,000,000 shares authorized,
    none issued and outstanding ...............................           --              --
  Common stock, $.01 par value; 15,000,000 shares authorized,
    4,900,000 issued and outstanding ..........................         49,000          49,000
  Additional paid-in capital ..................................      9,105,674       9,105,674
  Retained earnings ...........................................     14,269,027      14,505,865
                                                                  ------------    ------------
    Total shareholders' equity ................................     23,423,701      23,660,539
                                                                  ------------    ------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ....................   $ 58,696,357    $ 56,198,639
                                                                  ============    ============
</TABLE>

          The accompanying notes are an integral part of these interim
                       consolidated financial statements.


                                       -3-
<PAGE>

                            HILITE INDUSTRIES, INC.
                       Consolidated Statements of Income

<TABLE>
<CAPTION>
                                                               Three Months Ended              Nine Months Ended
                                                                    March 31,                      March 31,
                                                          ---------------------------   ----------------------------
                                                              1997           1996           1997            1996    
                                                          ------------   ------------   ------------    ------------
                                                                      (Unaudited)                   (Unaudited)
                                                                                                
<S>                                                      <C>             <C>            <C>             <C>         
Net sales................................................$  18,754,695   $ 17,907,061   $ 53,180,631    $ 52,314,617
Cost of sales ............................................  15,755,508     14,369,290     46,083,667      41,176,883
                                                          ------------   ------------   ------------    ------------

Gross profit .............................................   2,999,187      3,537,771      7,096,964      11,137,734
Selling, general and administrative expenses .............   2,120,866      1,978,256      6,034,335       5,575,872
                                                          ------------   ------------   ------------    ------------

Operating income .........................................     878,321      1,559,515      1,062,629       5,561,862
Interest expense, net ....................................     436,773        451,903      1,267,675       1,214,585
                                                          ------------   ------------   ------------    ------------

Income (Loss) before income taxes ........................     441,548      1,107,612       (205,046)      4,347,277
Income tax provision .....................................     303,127        397,066         31,791       1,576,915
                                                          ------------   ------------   ------------    ------------

Net income (loss)........................................$     138,421   $    710,546   $   (236,837)   $  2,770,362
                                                          ============   ============   ============    ============


Per share data:

Earnings  (Loss) per share...............................$         .03   $        .15   $      (0.05)   $        .57
                                                          ============   ============   ============    ============

Weighted average number of
  shares outstanding .....................................   4,900,000      4,900,000      4,900,000       4,900,000
                                                          ============   ============   ============    ============

</TABLE>



          The accompanying notes are an integral part of these interim
                       consolidated financial statements.

                                      - 4 -


<PAGE>


                            HILITE INDUSTRIES, INC.
                     Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>

                                                              Nine Months Ended
                                                                  March 31,
                                                        ----------------------------
                                                            1997            1996
                                                        ------------    ------------
                                                        (Unaudited)     (Unaudited)
<S>                                                     <C>             <C>         
Cash flows from operations:
  Net income (loss) .................................   $   (236,837)   $  2,770,362
    Adjustments to reconcile net income to
      net cash provided by operations:
       Depreciation .................................      2,631,750       2,107,873
       Amortization .................................        247,477         216,184
       Increase in net deferred income taxes ........        237,853          28,208
                                                        ------------    ------------
    Cash provided from operations before changes
      in operating assets and liabilities ...........      2,880,243       5,122,627

    Changes in operating assets and liabilities:
       Increase in accounts receivable ..............       (207,296)     (2,214,110)
       Decrease in tooling receivable ...............        760,982         654,767
       Increase in inventories ......................     (1,583,226)     (1,999,916)
       Increase in prepaid expenses and
         other current assets .......................       (226,568)       (442,688)
       Increase in accounts payable and
         accrued expenses ...........................        828,437       1,404,137
       Increase (decrease) in income taxes payable ..       (205,414)        470,827
                                                        ------------    ------------
    Total changes in operating assets and liabilities       (633,085)     (2,126,983)
                                                        ------------    ------------
Net cash provided by operations .....................      2,247,158       2,995,644
                                                        ------------    ------------

Cash flows used in investing activities:
  Acquisition of subsidiary .........................           --        (7,789,000)
  Net additions to property, plant and equipment ....     (3,915,429)     (5,128,782)
                                                        ------------    ------------

Net cash used in investing activities ...............     (3,915,429)    (12,917,782)
                                                        ------------    ------------

Cash flows from financing activities:
  Proceeds from acquisition financing ...............           --        15,397,000
  Proceeds from long-term debt ......................           --         1,497,000
  Repayment of debt and capital lease ...............     (1,737,464)     (9,070,256)
  Repayment of subordinated debt ....................        (75,000)           --   
  Net increase in note payable ......................      3,480,735       1,297,217
                                                        ------------    ------------

Net cash from financing activities ..................      1,668,271       9,120,961
                                                        ------------    ------------

Net decrease in cash and cash equivalents ...........           --          (801,177)
Cash and cash equivalents at beginning of period ....           --         1,120,543
                                                        ------------    ------------

Cash and cash equivalents at end of period ..........   $       --      $    319,366
                                                        ============    ============
</TABLE>

Non-cash transaction: As part of the acquisition on July 21, 1995, $2,000,000 in
subordinated  debt were issued to the selling  shareholders as consideration for
the purchase price. The issuance of the  subordinated  notes increased the value
of goodwill recorded.
                                        
              The accompanying notes are an integral part of these
                   interim consolidated financial statements.
                                        
                                      - 5 -


<PAGE>




                             HILITE INDUSTRIES, INC.
                NOTES TO INTERIM FINANCIAL STATEMENTS (UNAUDITED)


1.   BASIS OF PRESENTATION

     The interim financial statements of Hilite Industries, Inc. (the "Company")
     at March 31, 1997 and for the  nine-month  period ended March 31, 1997, are
     unaudited,  but include all  adjustments  (consisting  of normal  recurring
     adjustments) which the Company considers necessary for a fair presentation.
     The June 30, 1996 balance sheet was derived from the balance sheet included
     in the Company's audited Financial  Statements as included in the Company's
     Annual Report on Form 10-K.

     The  accompanying  unaudited  financial  statements  have been  prepared in
     accordance  with  generally  accepted  accounting  principles  for  interim
     financial information and with the instructions to Form 10-Q and Article 10
     of Regulation S-X. Accordingly,  they do not include all of the information
     and footnotes, and should be read in conjunction with the Company's audited
     Financial  Statements.  Operating  results for the nine-month  period ended
     March 31, 1997 are not  necessarily  indicative  of the results that may be
     expected for the fiscal year ending June 30, 1997.

2.   INVENTORIES

     Inventories at March 31, 1997 and June 30, 1996 consisted of the following:

                                               March 31           June 30
                                           -----------------  ----------------
                                             (Unaudited)         (Audited)

              Raw  materials...............$      4,397,168   $      3,432,454
              Work in process..............       2,010,840          2,194,099
              Finished goods...............       4,020,675          3,218,904
                                           ----------------   ----------------
                                           $     10,428,683   $      8,845,457
                                           ================   ================

3.   DEBT

     Effective July 21, 1995, the Company,  in conjunction  with its acquisition
     of  North  American  Spring  and  Stamping   Corp.("NASS")  or  ("specialty
     components and assemblies division"), executed an amendment to its existing
     loan  agreement  ("the  Agreement")  with  a bank  to  reflect  new  credit
     facilities  totaling  $26,700,000.  The  credit  facilities  consist of the
     following:

     1)   A revolving  line of credit of  $10,000,000,  of which  $5,590,000 was
          used to complete  financing on the acquisition,  with interest payable
          monthly. As of March 31, 1997, $9,414,000 had been used on the line of
          credit and $686,000 is available. The interest

                                     - 6 -
<PAGE>



          rate on the line of credit is LIBOR  plus 1 1/2% which  resulted  in a
          blended  rate  ranging  from  7.69% to 8.19% at March  31,  1997.  The
          revolving  line  of  credit  expires  on  July  21,  1998.  An  annual
          commitment  fee of 1/4% is payable  quarterly  on the  average  unused
          portion of the revolving line of credit,

          Term loans with an original  principal  balance of  $13,700,000  and a
          balance at March 31, 1997 of  $10,456,000.  Principal  payments on the
          term loan of approximately $163,000 together with interest are payable
          monthly.  The maturity  date of the term loans is August 1, 2002.  The
          interest  rate on the term loans,  LIBOR plus 1 1/2%,  ranged  between
          7.19%  and  7.67% at March  31,  1997.  The term  loans  werE used for
          funding the acquisition and for refinancing existing Company debt,

     3)   An equipment  acquisition  facility of $3,000,000 for the financing of
          equipment  purchases.  Any term loans issued under this  facility will
          bear interest,  at the Company's option, at either prime rate or LIBOR
          plus 1  1/2%  (7.13%  at  March  31,  1997).  As of  March  31,  1997,
          $1,198,000  had been  used  under  thiS  facility  and  $1,503,000  is
          available. Principal payments on the equipment acquisition facility of
          approximately $25,000 together with interest are payable monthly;

     In addition to the above  credit  facility,  the Company also has a fifteen
     year real estate note with the same bank that  expires on November 1, 2007.
     The note, which has an original principal amount of $960,000 and a $683,000
     outstanding  balance at March 31, 1997, is payable in monthly  installments
     of $5,333 plus  interest at the prime rate (8.50% at March 31,  1997).  The
     real estate note's due date can be  accelerated,  at the bank's option,  to
     July 21, 1998.

     All of the  notes  and  line  of  credit  are  collateralized  by  accounts
     receivable, inventory, equipment and real estate of the Company.


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

Results of Operations
- ---------------------

QUARTER ENDED MARCH 31, 1997 COMPARED TO QUARTER ENDED MARCH 31, 1996

Net sales for the  quarter  ended March 31,  1997 were  $18,755,000  compared to
$17,907,000  for the quarter  ended March 31, 1996,  representing  a increase of
$848,000  (4.7%).  The specialty  components  and  assemblies  division's  sales
increased 6.5% to $7,217,000  compared to $6,775,000 in the third quarter of the
prior year.  The increase was  primarily  due to higher  after-market  sales and
higher sales on the second generation mass air flow assembly in the current year
than the first  generation  assembly it replaced in the prior year.  Brake valve
sales  decreased 3.8% to $5,561,000  compared to $5,778,000 in the third quarter
of fiscal 1996.  The decrease in this division was due to a slow start-up of new
programs,  particularly  the GM P-90  program,  which was  intended  to  replace
another GM product line.  Sales on the P-90 program are expected to be strong in
the fourth quarter and two other large volume programs, a relief valve for Bosch
and a 



                                     - 7 -


<PAGE>



brake valve for Ford's UPN150 program,  are also expected to begin in the fourth
quarter. Sales on these three programs are expected to reach $6,000,000 annually
by fiscal 1998. The power  transmission  components  division's  sales increased
11.6% to  $5,977,000  compared to  $5,354,000  in the third quarter of the prior
year.  New sales to Mitsubishi for a machined  mounting  bracket was the primary
reason for the  increase.  The impact of price  changes in the  quarter  was not
significant.

The  Company's  gross profit was  $2,999,000  (16.0% of net sales) for the third
quarter of the 1997 fiscal year compared to gross profit of $3,538,000 (19.8% of
net sales) for the third  quarter of the 1996 fiscal year.  The decline in gross
profit is  largely  attributable  to the  specialty  components  and  assemblies
division  which is six months  into an action plan to return the  division's  Q1
status with Ford.  Ford, in recognition of the  division's  efforts,  is working
with the Company to allow more time to  demonstrate  improvement  in quality and
systems.   Management   continues  to  evaluate  and  implement  strategies  and
alternatives  for  streamlining  the  division and for  addressing  unprofitable
products and product lines.  The Company's  goals are to restore the division to
Q1 status  with Ford and to return  the  division  to  profitability  as soon as
possible.

Gross  profits in the brake valve and power  transmission  components  divisions
increased  in the period over the prior year due to a favorable  product mix and
improved operating efficiencies.

Selling,  general and  administrative  expenses  were  $2,121,000  (11.3% of net
sales) in the third  quarter of the 1997  fiscal  year  compared  to  $1,978,000
(11.0% of net sales) in the third quarter of the 1996 fiscal year.  The increase
of $143,000 in selling,  general and administrative expenses is primarily due to
increased labor and consulting  expenses,  much of which has been devoted to the
reorganization plan at the specialty components and assemblies division.

Interest expense was $437,000 for the three months ended March 31, 1997 compared
to $452,000 for the three  months  ended March 31, 1996.  The increase is due to
higher average line of credit balances.

Primarily as a result of the issues at the specialty  components  and assemblies
division,  net income of $138,000 was  recorded for the third  quarter of fiscal
1997 compared to net income of $778,000 for the  comparable  period of the prior
year.


NINE MONTHS ENDED MARCH 31, 1997 COMPARED TO NINE MONTHS ENDED MARCH 31, 1996

Net sales for the nine months ended March 31, 1997 were $53,181,000  compared to
$52,315,000 in the nine months ended March 31, 1996, an increase of 1.7%.  Sales
by  the  specialty   components  and  assemblies   division  increased  8.4%  to
$20,776,000 in the current year period compared to $19,158,000 in the prior year
period.  The increase  primarily resulted from a full nine months sales from the
division,  which was acquired on July 21, 1995.  The brake valve  division sales
decreased  3.9%,  or $680,000,  to  $16,569,000  in the first nine months of the
current year from  $17,249,000  in the first nine months of the prior year.  The
decrease  in  this  division  was  due  to a  slow  start-up  on  new  programs,
particularly  the GM P-90  program,  which was  intended  to replace  another GM
product  line.  Sales from the P-90  program  are  expected  to be strong in the
fourth  quarter and two other  large  programs,  a relief  valve for Bosch and a
brake valve for Ford's



                                     - 8 -


<PAGE>


UPN150 program, are also expected to begin in the fourth quarter. Sales on these
three programs are expected to reach  $6,000,000  annually by fiscal 1998. Power
transmission  component  sales were  $15,837,000  for the first  nine  months of
fiscal 1997, a decrease of 0.5% from $15,909,000 in the first nine months of the
prior year.  New sales to Mitsubishi  for a machined  mounting  bracket were not
sufficient to offset declines in electromagnetic  clutches.  The impact of price
changes in the period was not significant.

The  Company's  gross profit was  $7,097,000  (13.3% of net sales) for the first
nine  months of the 1997 fiscal year  compared  to gross  profit of  $11,138,000
(21.3% of net sales)  for the first nine  months of the 1996  fiscal  year.  The
decline in gross profit is largely  attributable to the specialty components and
assemblies  division  which is six months into a  reorganization  action plan to
address issues resulting from the previously announced "Q1" probation from Ford.
Included in the second quarter were expenses of approximately  $550,000 relating
to  reorganization  expenses,  a negative  inventory  adjustment  and  increased
warranty  reserves.  These  expenses  are not  anticipated  to recur  in  future
quarters.  However,  additional  expenses have been  committed in the second and
third quarter over the previous  year's quarter for  management and  engineering
resources  and  increased  maintenance  and  tooling  of  equipment.  Management
continues to evaluate and implement strategies and alternatives for streamlining
the division and for addressing  unprofitable  products and product  lines.  The
Company's goals are to restore the division to Q1 status with Ford and to return
the division to profitability as soon as possible.

The gross profits of the brake valve  division  increased  slightly for the nine
months  ending  March 31,  1997  compared  to the same  period of the prior year
despite the lower sales level due primarily to operating efficiencies. The power
transmission  components division's gross profits also increased slightly in the
period primarily due to a favorable product mix and operating efficiencies.

Selling,  general and  administrative  expenses  were  $6,034,000  (11.3% of net
sales) in the first nine months of the 1997 fiscal year  compared to  $5,576,000
(10.7% of net  sales) in the first  nine  months of the 1996  fiscal  year.  The
increase  of  $458,000  in  selling,  general  and  administrative  expenses  is
primarily due to increased labor and consulting expenses, much of which has been
devoted to the  reorganization  plan at the specialty  components and assemblies
division and the current  year's amount  reflects a full nine months of expenses
of the specialty  components and assemblies  division which was acquired on July
21, 1995.

Net  interest  expense was  $1,268,000  for the nine months ended March 31, 1997
compared to $1,215,000 for the nine months ended March 31, 1996. The increase of
$53,000 is due to a full nine month's  acquisition  debt as opposed to the prior
year which carried the debt from the acquisition date.

Primarily as a result of the issues at the specialty  components  and assemblies
division,  a net loss of $237,000  was  recorded for the nine months ended March
31, 1997 compared to net income of $2,770,000 for the  comparable  period of the
prior year.



                                     - 9 -

<PAGE>




Liquidity and Capital Resources
- -------------------------------

During the nine month  period  ended  March 31,  1997,  the  Company's  net cash
provided  from  operations  was  $2,247,000  compared to $2,996,000 in the prior
year.  Additional  cash provided by an increase of notes payable of  $3,481,000.
For the nine month period cash was used for capital  expenditures  of $3,915,000
and to pay debt of $1,738,000.  At March 31, 1997 the Company's  working capital
was $12,008,000  compared to working capital of $11,285,00 at June 30, 1996. The
current ratio was 2.0 to 1 at March 31, 1997 and June 30, 1996.  During the nine
months ended March 31, 1997, the book value per share decreased  slightly due to
the  reported  loss to $4.78 at March 31,  1997 from $4.83 per share at June 30,
1996.

Inventory  increased by  $1,583,000  during the nine months ended March 31, 1997
due to a  larger  product  base  and  high raw  material  balances  on  start-up
programs.  The average number of days outstanding for receivables was 55 days at
March 31, 1997 compared to 52 days at June 30, 1996. The increase in the average
number of days is  primarily  due  primarily  due to  timing  of cash  receipts.
Approximately  $2,000,000  cash was  received in payment of accounts  receivable
during the first week in April.  As of March 31, 1997,  no  significant  amounts
were considered uncollectible.

The Company's  capital  expenditures  were  $3,915,000 for the nine months ended
March 31, 1997. The Company  presently  estimates  capital  expenditures for the
year ending  June 30,  1997 will  approximate  $5,000,000,  unless new  business
opportunities  require  additional  capital  commitments.  As of March 31, 1997,
commitments,  net of progress payments,  were $900,000 for capital  expenditures
and $2,400,000 for tooling which is expected to be reimbursed from customers.

The Company's  long-term  debt  includes  consolidated  term and mortgage  notes
(original  principal  amounts of  $13,700,000  and $960,000,  respectively,  and
current  balances at March 31, 1997 of $10,456,000  and $683,000,  respectively)
which are payable in monthly installments of $163,095 and $5,333,  respectively,
plus  interest at a blended rate of 6 month and 12 month LIBOR plus 1 1/2%.  All
amounts borrowed under the  consolidated  term and mortgage notes are secured by
the  Company's  real  estate,  accounts  receivable,  inventory,  machinery  and
equipment  and  have  maturities  of  August  1,  2002  and  November  1,  2007,
respectively.  The  consolidated  term  note  limits  dividends  payable  by the
Company.

The  Company  has a general  credit  facility of  $10,000,000  and an  equipment
acquisition  facility of $3,000,000  (collectively the "Credit  Facilities") for
working capital and capital  equipment  needs. The Credit  Facilities  mature on
July 21, 1998. As of March 31, 1997,  $686,000 was  available  under the general
credit  facility and  $1,503,000 was available  under the equipment  acquisition
facility.  An annual fee of one quarter of one percent is payable monthly on the
unused  portion of the Credit  Facilities.  The bank has the right to accelerate
each of the maturity dates of the consolidated term note and real estate note to
coincide with the maturity date of the Credit Facilities.

Management   anticipates   that  cash  flow  from  operations  and  bank  credit
availability will be adequate to fund the existing acquisition debt, anticipated
capital and tooling  requirements  and  working  capital  needs for the next two
years.


                                     - 10 -

<PAGE>


Seasonality
- -----------

Net sales and  operating  results do not follow a predictable  seasonal  pattern
from quarter to quarter because the development, initial production and sales of
new  products  may occur at  different  times of the year.  Generally,  in these
periods certain  inefficiencies  are experienced which result in higher costs to
the Company. In addition,  the Company usually experiences  somewhat lower sales
in the quarters ended  December 31 and September 30 as automobile  manufacturers
traditionally close their plants for vacations or model changeovers during these
periods resulting in lower demand for the Company's products.

Inflation
- ---------

The Company believes that the relatively  moderate rate of inflation has not had
a significant impact on the Company's revenues or profitability.

Proceeding Against Sellers of Speciality Components and Assemblies Division
- ---------------------------------------------------------------------------

In May 1997 the Company initiated a suit in the United States District Court for
the Northern District of Illinois (Eastern Division) against the sellers of NASS
(now known as the speciality components and assemblies division) to the Company.
The  Company  alleges,  among  other  things,  that the  sellers  made  material
misrepresentations  upon the sale of NASS and the  Company is  seeking  that the
sellers pay  substantial  damages to the Company and or that the  transaction be
rescinded.  Management of the Company believes that it has a strong case against
the sellers and the Company intends to vigorously prosecute this action.

Safe Harbor for Forward-looking Statements
- ------------------------------------------

Except for historical  information contained herein,  certain statements in this
release are forward-looking statements that are made pursuant to the safe harbor
provisions   of  the  Private   Securities   Litigation   Reform  Act  of  1995.
Forward-looking  statements  involve known and unknown  risks and  uncertainties
which  may cause the  Company's  actual  results  in  future  periods  to differ
materially from forecasted  results.  Those risks include,  among others,  risks
associated  with the  manufacturing  process  and  production  yields  and risks
related to  technological  changes in  components  which  affect the life of the
product.  Also, there can be no assurance that the corrective  action program at
the  specialty   components   and   assemblies   division  will  satisfy  Ford's
requirements or time frame. Those and other risks are described in the Company's
Form 10-K for the year  ending  June 30,  1996  filed  with the  Securities  and
Exchange Commission  ("SEC"),  copies of which are available from the SEC or may
be obtained upon request from the Company.  


                           PART II - OTHER INFORMATION


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  There are no exhibits attached to this report.

(b)  There were no reports on Form 8-K filed  during the  quarter for which this
     report is filed.

                                     - 11 -
<PAGE>



                                   SIGNATURES



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


                                           HILITE INDUSTRIES, INC.





Date:     MAY 14, 1997                     /S/ DANIEL W. BRADY
          ------------                     ----------------------------
                                           Daniel W. Brady
                                           Chief Executive Officer




Date:     MAY 14, 1997                     /S/ ROY WIEGMANN
          ------------                     ----------------------------
                                           Roy Wiegmann
                                           Chief Financial Officer



                                     - 12 -


<TABLE> <S> <C>


<ARTICLE>                     5
<CIK>                         0000915197
<NAME>                        HILITE INDUSTRIES, INC.
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>               DEC-31-1997
<PERIOD-START>                  JAN-01-1997
<PERIOD-END>                    MAR-31-1997
<CASH>                                   0
<SECURITIES>                             0
<RECEIVABLES>                   11,670,439
<ALLOWANCES>                      (106,667)
<INVENTORY>                     10,428,683
<CURRENT-ASSETS>                 1,682,313
<PP&E>                          41,610,511
<DEPRECIATION>                  12,536,735
<TOTAL-ASSETS>                  58,696,357
<CURRENT-LIABILITIES>           11,666,998
<BONDS>                                  0
                    0
                              0
<COMMON>                            49,000
<OTHER-SE>                      23,374,701
<TOTAL-LIABILITY-AND-EQUITY>    58,696,357
<SALES>                         18,754,695
<TOTAL-REVENUES>                18,754,695
<CGS>                           15,755,508
<TOTAL-COSTS>                   17,876,374
<OTHER-EXPENSES>                         0
<LOSS-PROVISION>                         0
<INTEREST-EXPENSE>                 436,773
<INCOME-PRETAX>                    441,548
<INCOME-TAX>                       303,127
<INCOME-CONTINUING>                138,421
<DISCONTINUED>                           0
<EXTRAORDINARY>                          0
<CHANGES>                                0
<NET-INCOME>                       138,421
<EPS-PRIMARY>                         0.03
<EPS-DILUTED>                         0.03
        


</TABLE>


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