UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________________to ______________________
Commission file number 0-7647
HAWKINS CHEMICAL, INC.
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(Exact name of registrant as specified in its charter)
MINNESOTA 41-0771293
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation of organization)
3100 East Hennepin Avenue, Minneapolis, Minnesota 55413
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(Address of principal executive offices) Zip Code
(612) 331-6910
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Registrant's telephone number, including area code
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
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at May 12, 1999
- --------------------------------------- ---------------------------
Common Stock, par value $.05 per share 10,982,781
HAWKINS CHEMICAL, INC.
INDEX TO FORM 10-Q
Page No.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Balance Sheets - March 31, 1999 and
September 27, 1998 ............................................................... 3
Condensed Statements of Income - Three Months and
Six Months Ended March 31, 1999 and 1998 ......................................... 4
Condensed Statements of Cash Flow - Six Months
Ended March 31, 1999 and 1998 .................................................... 5
Notes to Condensed Financial Statements ............................................ 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations ........................................................ 7-10
Item 3. Quantitative and Qualitative Disclosures about Market Risk ......................... 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings .................................................................. 11
Item 4. Submission of Matters to a Vote of Securities Holders .............................. 12
Item 6. Exhibits and Reports on Form 8-K ................................................... 12
Exhibit Index ...................................................................... 13
Financial Data Schedule ............................................................ 14
2
PART I. FINANCIAL INFORMATION
Item I. Financial Statements
HAWKINS CHEMICAL, INC.
CONDENSED BALANCE SHEETS
March 31, 1999 September 27, 1998
-------------- ---------------------
(Unaudited) (Derived from audited
financial statements)
ASSETS
Current assets:
Cash and cash equivalents ........................................... $ 3,323,512 $ 3,197,015
Investments available-for-sale ...................................... 17,175,365 14,543,929
Trade receivables-net ............................................... 10,681,825 11,436,690
Notes receivable .................................................... 286,168 271,027
Inventories ......................................................... 7,268,893 10,816,460
Other current assets ................................................ 1,389,076 1,848,662
----------- -----------
Total current assets ............................................ 40,124,839 42,113,783
Property, plant and equipment-net ..................................... 18,622,378 18,423,489
Notes receivable-non current .......................................... 3,005,931 3,302,923
Other assets .......................................................... 2,718,350 2,695,280
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Total ............................................................... $64,471,498 $66,535,475
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----------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable-trade .............................................. $ 4,516,006 $ 4,970,341
Current portion of long-term debt ................................... 95,362 89,123
Dividends payable ................................................... 1,667,532 1,147,090
Other current liabilities ........................................... 3,227,222 5,414,051
----------- -----------
Total current liabilities ....................................... 9,506,122 11,620,605
Long-term debt ........................................................ 328,040 423,402
Deferred income taxes ................................................. 1,015,500 1,011,500
Commitments and contingencies
Shareholders' equity:
Common stock, par value $.05 per share; issued and
outstanding, 11,116,530 and 11,450,895 shares respectively ...... 555,827 572,545
Additional paid-in capital ........................................ 40,735,288 41,960,535
Retained earnings ................................................. 12,330,721 10,946,888
----------- -----------
Total shareholders' equity ..................................... 53,621,836 53,479,968
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Total $64,471,498 $66,535,475
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See accompanying Notes to Condensed Financial Statements.
3
HAWKINS CHEMICAL, INC.
CONDENSED STATEMENTS OF INCOME
Three Months Ended March 31 Six Months Ended March 31
1999 1998 1999 1998
-------------- ---------------- -------------- ---------------
(Unaudited) (Unaudited)
Net sales ......................................... $ 22,763,885 $ 22,316,507 $ 46,075,010 $ 44,983,377
Cost of sales ..................................... (17,522,076) (17,425,745) (35,645,793) (34,976,903)
------------ ------------ ------------ ------------
Gross profit ...................................... 5,241,809 4,890,762 10,429,217 10,006,474
Selling, general and administrative ............... (2,490,377) (2,366,541) (5,005,894) (4,720,614)
Litigation settlement reimbursement ............... 2,754,000
------------ ------------ ------------ ------------
Income from operations ............................ 2,751,432 2,524,221 8,177,323 5,285,860
Other income (deductions):
Interest income ................................ 269,009 306,311 550,071 661,749
Interest expense ............................... (9,213) (10,771) (18,445) (21,564)
Miscellaneous .................................. (46,390) 14,136 (24,477) 33,808
------------ ------------ ------------ ------------
Total other income (deductions) ............ 213,406 309,676 507,149 673,993
------------ ------------ ------------ ------------
Income before income taxes ........................ 2,964,838 2,833,897 8,684,472 5,959,853
Provision for income taxes ........................ (1,176,100) (1,116,800) (3,469,500) (2,345,300)
------------ ------------ ------------ ------------
Net income ........................................ $ 1,788,738 $ 1,717,097 $ 5,214,972 $ 3,614,553
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Weighted average number of shares outstanding ..... 11,218,686 11,603,895 11,291,792 11,603,895
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Earnings per share - basic and diluted ............ $ 0.16 $ 0.15 $ 0.46 $ 0.31
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
See accompanying Notes to Condensed Financial Statements.
4
HAWKINS CHEMICAL, INC.
CONDENSED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED MARCH 31
1999 1998
--------------- ---------------
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income .............................................. $ 5,214,972 $ 3,614,553
Depreciation and amortization ........................... 889,049 851,709
Deferred income taxes ................................... 210,000 78,000
Other ................................................... (54,620) (55,475)
Changes in certain current assets and liabilities ....... 1,914,854 (2,062,529)
----------- -----------
Net cash provided by operating activities ........... 8,174,255 2,426,258
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment .............. (1,056,388) (2,967,480)
Purchases and sales of investments - net ................ (2,631,436) (268,317)
Payments received on notes receivable ................... 281,851 167,373
----------- -----------
Net cash used in investing activities ............... (3,405,973) (3,068,424)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash dividends paid ..................................... (1,147,090) (1,044,351)
Acquisition and retirement of stock ..................... (3,405,572)
Debt repayment .......................................... (89,123) (59,928)
----------- -----------
Net cash used in financing activities (4,641,785) (1,104,279)
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INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 126,497 (1,746,445)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 3,197,015 8,065,021
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 3,323,512 $ 6,318,576
----------- -----------
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid for interest .................................. $ 40,897 $ 45,092
----------- -----------
----------- -----------
Cash paid for income taxes .............................. $ 2,383,500 $ 3,189,000
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See accompanying Notes to Condensed Financial Statements.
5
HAWKINS CHEMICAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
1. Prior to December 30, 1998, the basis of the financial statements presented
included the accounts of Hawkins Chemical, Inc. and its wholly owned
subsidiary, Hawkins Water Treatment Group, Inc. (the Company). All
significant inter-company transactions and balances have been eliminated.
Effective December 30, 1998 the subsidiary was merged into Hawkins
Chemical, Inc.
The accompanying unaudited condensed financial statements have been
prepared in accordance with the instructions for Form 10-Q and,
accordingly, do not include all information and footnotes required by
generally accepted accounting principles for complete financial statements.
These statements should be read in conjunction with the financial
statements and footnotes included in the Company's Annual Report on Form
10-K for the year ended September 27, 1998, previously filed with the
Securities and Exchange Commission. In the opinion of management, the
accompanying unaudited condensed financial statements contain all
adjustments necessary to present fairly the Company's financial position
and the results of its operations and cash flows for the periods presented.
All adjustments made to the interim financial statements were of a normal
recurring nature.
Effective September 28, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income." For the
periods presented, comprehensive income is the same as net income.
The accounting policies followed by the Company are set forth in Note 1 to
the Company's financial statements in the 1998 Hawkins Chemical, Inc.
Annual Report on Form 10-K, which is incorporated by this reference filed
with the Securities and Exchange Commission on December 28, 1998.
2. The results of operations for the period ended March 31, 1999 are not
necessarily indicative of the results that may be expected for the full
year.
3. Inventories, principally valued by the LIFO method, are less than current
cost by approximately $1,500,000 at March 31, 1999. Inventory consists
principally of finished goods. Inventory quantities fluctuate during the
year. No material amounts of interim liquidation of inventory quantities
have occurred that are not expected to be replaced by year-end.
4. During 1995, the Company had a fire in the office/warehouse of The Lynde
Company, a former wholly owned subsidiary. Through the end of the fiscal
year ended September 27, 1998, the Company had paid approximately
$2,728,000 in settlement and legal costs in connection with the Company's
defense of a lawsuit filed against it as a result of the fire. The
Company's insurers denied coverage and refused to defend the lawsuit. In
the first quarter of fiscal 1999, the Company prevailed against its
insurers to recover the legal and settlement costs in connection with the
1995 warehouse fire. The Company received $2,754,000, which covers
substantially all of its settlement and legal costs. The umbrella insurer
has agreed to defend and indemnify the Company on remaining claims under
the Settlement Agreement up to and in accordance with its policy limits of
$5,000,000. The Company's results of operations for the first six months of
fiscal 1999 include $2,754,000 associated with this settlement.
5. During the six-month period ended March 31, 1999, the Company acquired
through open market purchases and retired 334,365 shares of its common
stock for $3,405,572.
6. Cash dividends in the amount of $1,147,090 were paid on October 9, 1998. On
February 24, 1999, the Board of Directors declared a semi-annual cash
dividend of $.11 per share and a special cash dividend of $.04 per share.
Both are payable April 13, 1999 to shareholders of record at the close of
business April 2, 1999.
6
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Net sales increased $447,378, or 2.0%, in the second quarter of this fiscal year
as compared to the same quarter a year ago, and increased $1,091,633, or 2.4%,
in the first six months of fiscal 1999 as compared to the same period in fiscal
1998. These increases were primarily due to increased volumes in most product
lines, although the increases were partially offset by selling price decreases
of a single, large-volume product (caustic soda).
Gross margin, as a percentage of net sales, for the second quarter of this
fiscal year was 23.0% compared to 21.9% for the same quarter one year ago, and
22.6% for the first six months of this fiscal year, compared to 22.2% for the
first six months of fiscal 1998. These increases were mainly due to a slight
increase in the profit margins on a few product lines and to maintaining the
approximate same dollar profit margin of the single, large-volume product line
mentioned above, in which case both the selling price and cost of the product
had decreased from one year ago. The demand for this product does not fluctuate
materially as the cost and selling price increases or decreases. By maintaining
relatively stable dollar margins, the gross margin percentage will generally
increase when the cost of product is decreasing. The Company has generally been
able to and expects to continue to adjust its selling prices as the cost of
materials and other expenses change, thereby maintaining relatively stable
dollar gross margins.
Selling, general and administrative expenses, as a percentage of net sales, for
the second quarter of fiscal 1999 were 10.9% compared to 10.6% for the same
quarter one year ago, and 10.9% for the first six months of fiscal 1999 as
compared to 10.5% for the first six months of fiscal 1998. Stated as a
percentage of the same period one year ago, the second quarter increase in such
expenses was 5.2%, or $123,836, and the six month increase was 6.0%, or
$285,280. These increases were mainly due to increased expenses for employee
compensation and benefits, which make up the majority of the selling, general
and administrative expenditures. Of the remaining expenses in this category, no
single item is more than 6% of the total. Most of these remaining expenses
fluctuate only slightly with sales.
During 1995, the Company had a fire in the office/warehouse of The Lynde
Company, a former wholly owned subsidiary. Through the end of the fiscal year
ended September 27, 1998, the Company had paid approximately $2,728,000 in
settlement and legal costs in connection with the Company's defense of a lawsuit
filed against it as a result of the fire. The Company's insurers denied coverage
and refused to defend the lawsuit. In the first quarter of fiscal 1999, the
Company prevailed against its insurers to recover the legal and settlement costs
in connection with the 1995 warehouse fire. The Company has received $2,754,000,
which covers substantially all of its settlement and legal costs. The umbrella
insurer has agreed to defend and indemnify the Company on remaining claims under
the Settlement Agreement up to and in accordance with its policy limits of
$5,000,000. The Company's results of operations for the first six months of
fiscal 1999 include $2,754,000 associated with this settlement.
Income from operations increased $227,211, or 9.0%, in the second quarter and
$2,891,463, or 54.7%, in the first six months of fiscal 1999 as compared to the
same periods one year ago. The second quarter increase is primarily due to the
gross profit increase. The six month increase is primarily attributable to the
amounts received from the Company's insurers in connection with the 1995 fire
referred to in the previous paragraph.
Interest income decreased $37,302 in the second quarter of fiscal 1999 as
compared to the same quarter one year ago and $111,678 for the first six months
of this fiscal year as compared to the same period one year ago. These decreases
are the result of investing a larger amount of the cash available for investment
in tax-free municipal bonds, which generally have a lower rate of return, since
earnings from them are not
7
taxable for Federal income tax purposes and to less cash available for
investments at the beginning of the period. Interest expense decreased
slightly in the second quarter and the first six months of fiscal 1999
compared to the same periods one year ago due to the decline in the amount of
long-term debt outstanding. Other miscellaneous income (deductions) decreased
as compared to the previous periods due to a gain on the sale of land and
building in March, 1998.
LIQUIDITY AND CAPITAL RESOURCES
For the six-month period ended March 31, 1999, cash flows from operations were
$8,174,255. This amount was $5,747,997 higher than cash provided by operations
during the same period one year ago, due mainly to an increase in net income and
to changes in certain current assets and liability accounts discussed below.
During the six-month period ended March 31, 1999, the Company invested
$1,056,388 in property and equipment additions and increased investments
available-for-sale by $2,631,436.
Accounts receivable, inventories and accounts payable decreased during the first
six months of fiscal 1999. These decreases are typical for the first six months
of our fiscal year. Other current assets decreased due to a reduction in prepaid
income taxes that existed at fiscal year end. Other current liabilities
decreased as a result of the payment of benefit plan accruals that existed at
fiscal year end. The Company did not issue any securities during the six-month
period ended March 31, 1999.
Through open market purchases, the Company acquired and retired 206,500 shares
of common stock for $2,109,581 during the quarter ended March 31, 1999 and
334,365 shares of common stock for $3,405,572 during the six-month period ended
March 31, 1999.
The cash flows from operations, combined with the Company's strong cash
position, puts the Company in a position to fund both short and long-term
working capital and capital investment needs with internally generated funds.
Management does not, therefore, anticipate the need to engage in significant
financing activities in either the short or long-term. If the need to obtain
additional capital does arise, however, management is confident that the
Company's total debt-to-capital ratio puts it in a position to issue either debt
or equity securities on favorable terms.
Although management continually reviews opportunities to enhance the value of
the Company through strategic acquisitions, other capital investments and
strategic divestitures, no material commitments for such investments or
divestitures currently exist. Until appropriate investment opportunities are
identified, the Company will continue to invest excess cash in conservative
investments pursuant to an investment policy adopted by the Board of Directors.
The policy directs investment in short-term and mid-term fixed income
instruments earning a market rate of interest without assuming undue risk of
principal. Primary objectives are preservation of principal, maintenance of
liquidity, and rate of return. Cash equivalents consist of short-term
certificates of deposit and investments consist of relatively low-risk
investment and annuity contracts with highly rated, stable insurance companies,
and marketable securities consisting of investment grade municipal securities,
all of which are carried at cost which approximates fair value. All cash
equivalents are highly liquid and are available upon demand. There are some
penalties associated with the early liquidation of the Company's investment and
annuity contracts.
Other than as discussed above, management is not aware of any matters that have
materially affected the first six months of fiscal 1999, but are not expected to
materially affect future periods, nor is management aware of other matters not
affecting this period that are expected to materially affect future periods.
YEAR 2000 COMPLIANCE
As generally known, the Year 2000 issue pertains to the inability of some
computer hardware and software and other electronic devices to operate properly
as January 1, 2000 approaches, and beyond.
8
The Company has taken, and will continue to take, actions intended to
minimize the impact of the Year 2000 issue, although it is impossible to
eliminate these risks entirely.
The Company's major information technology (IT) systems and infrastructure have
been upgraded or replaced in the ordinary course of business over the last two
years. Approximately $515,200 has been spent through March 31, 1999 to upgrade
the Company's primary IT systems, IT infrastructure and security systems, and to
replace the telephone, voicemail, and timekeeping systems to Year 2000 compliant
systems. The Company will continue to invest in technology to accommodate the
Company's future growth, with such improvements intended to achieve Year 2000
compliance as a byproduct of the upgrades.
The Company is currently testing its hardware, software and equipment for Year
2000 compliance. Testing includes, but is not limited to, corporate IT systems,
IT infrastructure, security systems, telephone systems, manufacturing and
laboratory equipment, and timekeeping systems. Although the Company does not
expect that costs necessary to replace non-compliant systems will have a
material impact on the Company's results of operations, liquidity, or financial
condition, it is not possible to estimate the total expected cost associated
with achieving Year 2000 issue readiness.
The Company relies on computer processing for its business activities and the
Year 2000 issue creates risk for the Company from unforeseen problems in the
Company's systems and from third parties with whom the Company does business.
The failure of the Company's systems and/or third party systems could have a
material adverse effect on the Company's results of operations, liquidity, and
financial condition.
Year 2000 readiness of third parties with whom the Company does business,
particularly suppliers of critical products and providers of utility and
communication services, could impair the Company's ability to deliver products
and services and could cause system failures or errors, business interruptions
and, in a worst case scenario, the inability to engage in normal business
practices for an unknown length of time. This worst case scenario, if it should
occur, could have a material adverse effect on the Company's operations,
liquidity or financial condition, particularly if the disruption continues for a
significant length of time.
While third party risk related to the Year 2000 issues is difficult to quantify
or control, the Company is taking steps to try to minimize the potential adverse
effect that could arise. The Company has sent Year 2000 surveys to its suppliers
asking for the compliance status of suppliers' products and internal operations.
The responses received by the Company to date indicate that most of its
suppliers expect to be Year 2000 compliant in a timely manner. The Company is
developing third party contingency plans as it identifies partners evidencing
inadequate Year 2000 preparations. Contingency plans include plans to accumulate
extra inventory and/or establish alternative sources of supply and channels of
distribution. However, even with diligent planning, third party providers pose
an uncertain risk which cannot be entirely eliminated.
Due to the general uncertainty inherent in the Year 2000 issue, resulting in
part from the uncertainty of the Year 2000 issue readiness of third-party
suppliers and customers, the Company is unable to determine at this time whether
the consequences of Year 2000 issue failures will have a material impact on the
Company's results of operations, liquidity, or financial condition.
RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1997, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 131, "Disclosures about Segments of
an Enterprise and Related Information." SFAS No. 131 redefines how operating
segments are determined and requires disclosures of certain financial and
descriptive information about a company's operating segments. In accordance
9
with SFAS No. 131, the segment disclosure, if any, will be included in the
Company's Form 10-K for the year ending October 3, 1999.
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 requires companies to record
derivatives on the balance sheet as assets and liabilities, measured at fair
value. Gains or losses resulting from changes in the values of those derivatives
would be accounted for depending on the use of the derivative and whether it
qualifies for hedge accounting. SFAS No. 133 is effective for fiscal years
beginning after June 15, 1999, with earlier adoption encouraged. Management has
not yet determined the effects SFAS No. 133 will have on its financial position
or the results of its operations.
FORWARD-LOOKING STATEMENTS
THE INFORMATION CONTAINED IN THIS FORM 10-Q INCLUDES FORWARD-LOOKING STATEMENTS
AS DEFINED IN SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
THESE FORWARD-LOOKING STATEMENTS INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES,
INCLUDING DEMAND FROM MAJOR CUSTOMERS, COMPETITION, CHANGES IN PRODUCT OR
CUSTOMER MIX OR REVENUES, CHANGES IN PRODUCT COSTS AND OPERATING EXPENSES AND
OTHER FACTORS DISCLOSED THROUGHOUT THIS REPORT. THE ACTUAL RESULTS THAT THE
COMPANY ACHIEVES MAY DIFFER MATERIALLY FROM ANY FORWARD-LOOKING STATEMENTS DUE
TO SUCH RISKS AND UNCERTAINTIES. THE COMPANY UNDERTAKES NO OBLIGATION TO REVISE
ANY FORWARD-LOOKING STATEMENTS IN ORDER TO REFLECT EVENTS OR CIRCUMSTANCES THAT
MAY ARISE AFTER THE DATE OF THIS REPORT. READERS ARE URGED TO CAREFULLY REVIEW
AND CONSIDER THE VARIOUS DISCLOSURES MADE BY THE COMPANY IN THIS REPORT AND IN
THE COMPANY'S OTHER REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
THAT ATTEMPT TO ADVISE INTERESTED PARTIES OF THE RISKS AND UNCERTAINTIES THAT
MAY AFFECT THE COMPANY'S FINANCIAL CONDITION AND RESULTS OF OPERATION.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
At March 31, 1999, the Company had an investment portfolio of fixed income
securities of $2,290,077, excluding $20,106,397 of those classified as cash and
cash equivalents and variable rate securities. These securities, like all fixed
income instruments, are subject to interest rate risk and will decline in value
if market interest rates increase. However, the Company has the ability to hold
its fixed income investments until maturity and therefore the Company would not
expect to recognize an adverse impact in income or cash flows.
10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
As of the date of this filing, the Registrant was not involved in any pending
legal proceedings to which the Registrant was a party or of which any property
of the Registrant was the subject other than ordinary routine litigation
incidental to their business, except as follows:
LYNDE COMPANY WAREHOUSE FIRE. On March 1, 1995, the Company and its former
subsidiary, The Lynde Company, were named as defendants in an action
entitled DONNA M. COOKSEY, ET AL. V. HAWKINS CHEMICAL, INC. AND THE LYNDE
COMPANY ("COOKSEY"). This action was certified as a partial class action in
state district court in Hennepin County, Minnesota. The plaintiffs sought
damages for personal injury and other damages alleged to have been caused
by the alleged release of hazardous substances as a result of a fire at an
office/warehouse facility used by The Lynde Company. The Registrant entered
into a class settlement agreement with the class, pursuant to which the
Registrant agreed to pay certain of the class' costs and expenses, as well
as certain compensation to the class pursuant to a Matrix and Plan of
Distribution which form a part of the settlement agreement (the "Settlement
Agreement"). The district court gave final approval of the settlement.
The Registrant's primary and umbrella insurers had denied a tender of the
defense of the lawsuit and had denied any obligation to indemnify the
Registrant for damages claimed by third parties in connection with the
fire. On July 7, 1995, the Registrant commenced suits against The North
River Insurance Company and the Westchester Fire Insurance Company, the
primary and umbrella insurers, respectively, in the United States District
Court for the District of Minnesota. On October 6, 1996, the Court entered
an Order for Judgment against the two insurers declaring that they each
owed the Registrant a duty to defend the Cooksey action, that the insurers
had breached their duty to defend and that the Registrant was entitled to
judgment against North River in the amount of $890,174 and against
Westchester in the amount of $90,868 for fees and expenses incurred by the
Registrant through October of 1996 in defending against the Cooksey action
and in prosecuting the action against the two insurers. The two insurers
appealed the judgments to the Eighth Circuit Court of Appeals, which
affirmed the lower court judgments.
During fiscal 1995, the Registrant recorded $750,000 to cover expected
legal and settlement costs for this litigation and an additional $1,771,439
in fiscal 1997. Since the beginning of fiscal 1999, the Registrant has been
reimbursed for substantially all of its settlement and litigation expenses.
Hawkins' umbrella insurer has agreed to defend and indemnify Hawkins on
remaining claims under the Settlement Agreement up to and in accordance
with its policy limits of $5,000,000.
11
Item 4. Submission of matters to a vote of Security Holders.
The annual meeting of the shareholders of the Company was held on
February 24, 1999.
The following is a tabulation of the results of votes cast on the matters
noted upon at the annual meeting of the shareholders:
PROPOSAL 1: Election of Directors. All of management's nominees for
director were elected with the following votes:
Broker
For Against Withheld Abstain Non-Votes
--------- ------- -------- ------- ---------
Dean L. Hahn 8,939,659 0 332,730 0 0
G. Robert Gey 9,010,210 0 262,179 0 0
Howard M. Hawkins 9,032,515 0 239,874 0 0
Donald L. Shipp 8,944,164 0 328,225 0 0
John S. McKeon 8,539,732 0 732,657 0 0
John R. Hawkins 9,032,515 0 239,874 0 0
Duane Jergenson 9,010,210 0 262,179 0 0
PROPOSAL 2: Proposal to increase the Company's authorized common
stock from 15,000,000 to 30,000,000 shares:
Broker
For Against Withheld Abstain Non-Votes
--------- ------- -------- ------- ---------
8,580,119 625,370 0 66,900 0
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
The following exhibits are included with this Quarterly Report on
Form 10-Q (or incorporated by reference) as required by Item 601
of Regulation S-K.
Exhibit No. Description of Exhibit
----------- ----------------------
27 Financial Data Schedule
(b) Reports on Form 8-K.
No reports on Form 8-K have been filed during the fiscal quarter ended
March 31, 1999.
SIGNATURE
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.
HAWKINS CHEMICAL, INC.
BY /s/ Howard M. Hawkins
---------------------------------------
Howard M. Hawkins, Treasurer
(Chief Financial and Accounting Officer)
Dated: May 12, 1999
12
EXHIBIT INDEX
The following exhibits are included with this Quarterly Report on Form 10-Q (or
incorporated by reference) as required by Item 601 of Regulation S-K.
Exhibit No. Description of Exhibit Page No.
----------- ----------------------- --------
27 Financial Data Schedule 14
12
5
6-MOS
OCT-03-1999
SEP-28-1998
MAR-31-1999
3,323,512
17,175,365
10,937,651
255,826
7,268,893
40,124,839
33,518,010
14,895,632
64,471,498
9,506,122
328,040
555,827
0
0
53,066,009
64,471,498
46,075,010
46,075,010
35,645,793
35,645,793
0
0
18,445
8,684,472
3,469,500
5,214,972
0
0
0
5,214,972
.46
.46
