-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NnGI3XIksKmkTOEJaEETQ+a3P3TAgAv/IBXJaOlS82q+ePbgjWLgD7FxYoB5/QEi XTguY9LnqqsIs1/92cwbLQ== 0000921530-99-000072.txt : 19990409 0000921530-99-000072.hdr.sgml : 19990409 ACCESSION NUMBER: 0000921530-99-000072 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990408 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HITOX CORPORATION OF AMERICA CENTRAL INDEX KEY: 0000842295 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 742081929 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-40170 FILM NUMBER: 99589903 BUSINESS ADDRESS: STREET 1: P.O. BOX 2544 CITY: CORPUS CHRISTI STATE: TX ZIP: 78401 BUSINESS PHONE: 5128825175 MAIL ADDRESS: STREET 1: P.O. BOX 2544 CITY: CORPUS CHRISTI STATE: TX ZIP: 78403 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PAULSON ACQUISITION LLC CENTRAL INDEX KEY: 0001082336 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: C/O FOUNDERS EQUITY GROUP, INC. STREET 2: 2602 MCKINNEY AVENUE, SUITE 220 CITY: DALLAS STATE: TX ZIP: 75204 MAIL ADDRESS: STREET 1: AKIN, GUMP, STAUSS, HAUER & FELD L.L.P. STREET 2: 590 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 14D1/A 1 AM #2 TO SCH 14D-1 RE HITOX CORPORATION OF AMERICA SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________________________ AMENDMENT NO. 2 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ___________________________ HITOX CORPORATION OF AMERICA (Name of Subject Company) PAULSON ACQUISITION LLC PAULSON RANCH LTD. BERNARD A. PAULSON (Bidder) COMMON STOCK, PAR VALUE $0.25 PER SHARE (Title of Class of Securities) 433658101 (CUSIP Number of Class of Securities) ___________________________ PAULSON ACQUISITION LLC C/O FOUNDERS EQUITY GROUP, INC. 2602 MCKINNEY AVENUE SUITE 220 DALLAS, TEXAS 75204 (214) 871-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) ___________________________ Copy to: PATRICK J. DOOLEY, ESQ. VICTORIA A. BAYLIN, ESQ. AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. 590 MADISON AVENUE NEW YORK, NEW YORK 10022 TELEPHONE: (212) 872-1000 ___________________________ This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule 14D-1 filed on March 23, 1999 and amended and supplemented with an Amendment No. 1 filed on April 2, 1999 (as amended and supplemented, the "Schedule 14D-1"), relating to the offer by Paulson Acquisition LLC, a Delaware limited liability company (the "Purchaser") to purchase up to 1,000,000 shares of common stock, par value $0.25 per share (the "Shares") of Hitox Corporation of America (the "Company") at a purchase price of $2.50 per share net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 23, 1999 and amended April 2, 1999 (the "Offer to Purchase"), and in the related Letter of Transmittal (which together with the Offer to Purchase, as amended from time to time, constitute the "Offer"). The Purchaser is a wholly-owned limited liability company of the Paulson Ranch, Ltd., a Texas limited partnership ("Paulson Ranch"). The general partner of Paulson Ranch is Paulson Ranch Management, L.L.C., a Texas limited liability company. The members of Paulson Ranch Management, L.L.C. are Mr. Bernard A. Paulson and his wife. Mr. Paulson is a director and prior to March 24, 1999 was the acting Chief Executive Officer of the Company. The Purchaser, Paulson Ranch and Mr. Paulson could be deemed to be affiliates of the Company. Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meanings assigned to them in the Schedule 14D-1. Item 10. Additional Information. Item 10 of the Schedule 14D-1 is hereby amended and supplemented as follows: 1. Section 9. Certain Information Concerning the Company. Section 9 Certain Information Concerning the Company is hereby amended to include the following on page 14 of the Offer to Purchase after the Balance Sheet Data: "Recent Developments In December 1998, the Company had furnished Mr. Paulson, and all other Directors, with a proposed budget for 1999 (the "Proposed Budget") that contained projected quarterly income statements, balance sheets and statements of cash flow. In March 1999, at a Board Meeting, the Company presented Mr. Paulson and all other Directors with projected financial results for 1999 (the "Projections") in which the Proposed Budget was updated to include actual results from 1998 and any changes in assumptions from the Proposed Budget. The Projections have been filed as Exhibit No. (a)(9) to the Schedule 14D-1. One of the assumptions on which the Projections are based is the sale of the Furman Plaza building, which had served as the Company's headquarters until February of 1998. The Company has informed Mr. Paulson that this sale was completed during the first quarter of 1999 and has resulted in a gain of approximately $25,000. The Company has informed Mr. Paulson that prior to the sale of the Furman Plaza building, it repaid all of its bank debt, so the cash proceeds from the building sale was added to the Company's cash balance. According to the Company, the amount of the Company's cash balance at any given time depends, in part, upon the timing and amount of payments for raw materials. In the Projections, the Company's cash balance at December 31, 1999 is $3,189,000, which projection assumes a raw material payable of $1,842,000, as of the same date. The Projections assume that the Company will not incur any new long-term indebtedness during 1999. The Company has informed Mr. Paulson that it has initiated a capital project to increase its capacity to produce Haltex (aluminum tri-hydrate) which is projected to result in increased sales of such product in 1999. The Company has informed Mr. Paulson that it has budgeted $306,100 for this initiative in its Projections, which project is expected to be completed during the second quarter of 1999. The Company has informed Mr. Paulson that the Projections include projections for net sales, gross profit and net income of $13,359,000, $4,187,000 and $1,403,000 (or net income of $0.30 per share), respectively, all of which are increases from 1998. The Company has informed Mr. Paulson that based on a preliminary analysis, first quarter results have been exceeding projected first quarter results. The foregoing information and the Projections have been included herein at the request of the Company because such information and the Projections had been furnished to Mr. Paulson. Their inclusion herein shall not be deemed to be a determination that such information and the Projections are material to a shareholder's decision to participate in the Offer. The foregoing, which has been derived from the Projections and information provided to Mr. Paulson by the Company, may constitute forward-looking statements. There can be no assurance that the expectations reflected in such forward-looking statements will prove to be correct. The achieveability of the Projections depends on many factors such as the timing of the completion of the Haltex project, the demand for the Company's products and the incurrence of new indebtedness. The Projections involve a number of risks and uncertainties that could cause actual results to differ materially from those set forth in or suggested by the Projections. The forward-looking statements and the Projections should, therefore, be considered in light of these various factors. Although neither Mr. Paulson, the Paulson Ranch nor the Purchaser has any knowledge that such information is untrue or inaccurate, none of them take any responsibility for the accuracy or completeness of such information or for any failure by the Company to disclose events that may occur and may affect the significance or accuracy of any of such forward-looking statements. The Company has informed Mr. Paulson that the Projections were not prepared nor reviewed in accordance with the guidelines of the American Institute of Certified Public Accountants. The Company provided the Projections to Mr. Paulson who has assumed that they were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the Company's management as to the future operating and financial performance of the Company. None of Mr. Paulson, Paulson Ranch and the Purchaser does not assume any responsibility for making an independent evaluation of the Company's assets or liabilities or for making any independent verification of any of the information in the Projections. None of Mr. Paulson, Paulson Ranch and the Purchaser assume any obligation to update, revise or reaffirm the Projections even though subsequent developments may affect the Projections and their attainability by the Company. The Company has informed Mr. Paulson that it does not assume any such obligation." 2. Section 13. Certain Conditions of the Offer. The first paragraph on page 16 is hereby amended and restated as follows: "Notwithstanding any other term of the Offer, the Purchaser shall not be required to accept for payment, or, subject to any applicable rules and regulations of the Commission, including Rule 14e-1(c) under the Exchange Act (relating to the Purchaser's obligation to pay for or return tendered shares after the termination or withdrawal of the Offer), to pay for any Shares tendered pursuant to the Offer, and may amend or terminate the Offer or postpone the acceptance for payment, the purchase of, and/or (subject to any such applicable rules and regulations of the Commission) payment for, Shares tendered, if at any time at or before the Expiration Date any of the following conditions exists:" 3. Section 13. Certain Condition to the Offer. Paragraph (c) on page 18 of the Offer to Purchase is hereby amended and restated as follows: "(c) any change (or any condition, event or development involving a prospective change) shall have occurred or been threatened in the business, properties, liabilities, capitalization, stockholders' equity, financial condition, operations, licenses or franchises, results of operations or prospects of the Company or any of its subsidiaries or affiliates, which, in the reasonable judgment of the Purchaser, is or may be materially adverse to the Company or any of its subsidiaries or affiliates, or the Purchaser shall have become aware of any facts which, in the reasonable judgment of the Purchaser, has or may have material significance with respect to the value of the Company or any of its subsidiaries or affiliates or the value of the Common Stock to the Purchaser; or" 4. Section 13. Certain Condition of the Offer. Clause (viii) of paragraph (d) on page 18 of the Offer to Purchase is hereby amended and restated as follows: "(viii) authorized, recommended, proposed or entered into, or announced its intention to authorize, recommend, propose or enter into, any transaction which in the Purchaser's reasonable opinion could adversely affect either the value of the Company or any of its subsidiaries or the value of the Common Stock," 5. Section 13. Certain Condition of the Offer. The clause immediately after the semi-colon in paragraph (f) on page 19 of the Offer to Purchase is hereby deleted and the following clause is hereby added immediately after paragraph (f): "which, in the reasonable judgment of the Purchaser, in any case, and regardless of the circumstances (including any action or inaction by the Purchaser) giving rise to any such condition, makes it inadvisable to proceed with the Offer or with such acceptance for payment or payment." 6. Section 14. Certain Legal Matters. The last sentence of the Section captioned Section 203 of the Delaware General Corporation Law on page 20 of the Offer to Purchase is hereby amended and restated as follows: "In the event that the Purchaser acquires at least 656,624 Shares in the Offer, the Purchaser, Paulson Ranch and Mr. Paulson, would be deemed to be Interested Stockholders." Item 11. Material to be filed as Exhibits. Item 11 of the Schedule 14D-1 is hereby amended to add the following: (a)(9) Hitox Corporation of America - 1999 Proposed Budget SIGNATURES After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: April 8, 1999 PAULSON ACQUISITION LLC BY: /S/ BERNARD A. PAULSON ________________________________ Name: Bernard A. Paulson Title: President and Chief Executive Officer EXHIBIT INDEX Exhibit Description - --------- -------------- (a)(9) Hitox Corporation of America - 1999 Proposed Budget EX-99.A9 2 EXHIBIT (A)(9) - 1999 PROPOSED BUDGET (a)(9) Hitox Corporation 1999 Proposed Budget General - ------- The 1999 budget information is presented in standard financial statement format, including projected quarterly income statements, balance sheets, and statements of cash flows. A discussion of the budget follows and is organized into three sections: 1) assumptions, 2) results of operations, and 3) liquidity and capital resources. Assumptions - ----------- * Sales assumptions are based on a sales forecast compiled with the regional sales managers * The entire 8,000 metric ton fifth year commitment under the supply agreement with MTC is scheduled to be shipped in 1999 as per the agreement. Based on an estimate provided by MTC, the price of synthetic rutile for purchases in 1999 remains at $542, the same price as synthetic rutile purchased in 1998 * Natural gas is the primary energy source for producing HITOX, BARTEX and HALTEX. Natural gas is purchased monthly at market price, with no contract currently in place. For 1998 through October, the gas price has averaged $2.32. For the 1999 forecast, the gas price is estimated at $2.50 * Barite ore is assumed to cost $127 per metric ton for purchases in 1999 * No royalty payment from Fluid Minerals Espanola or MTC are included * No Malaysian joint venture is included * Compensation and expenses for a CEO are included * The Furman Plaza is assumed sold in 1998 * No term loans exist in 1999 Results of Operations - --------------------- Sales Sales quantities of HITOX pigment are projected to increase from 13,462,000 pounds for 1998, to 15,371,000 pounds forecast for 1999, an increase of 14%. BARTEX sales quantities are forecast to increase 2,448,000 pounds from 1998 to 1999 with the introduction of new HALTEX grades. Net sales are forecast to total $13,359,000 for 1999 compared with $11,511,000 estimated for 1998, an increase of $1,848,000 or 16%. Gross Profit Gross profit is forecast to be $4,187,000, or 31.3% of sales in 1999, compared with $3,429,000 or 29.8% of sales for 1998. The primary positive effect on gross margin for 1999 is higher forecast sales. The price of synthetic rutile purchased in 1998 was $542, which is the same price used in the 1999 forecast. MTC will provide 100 metric tons of synthetic rutile as an (in kind) adjustment at the end of 1998 which will lower the average cost of SR in 1999 and also help improve margins. The actual price of SR purchased in 1999, the final year of the supply agreement, will not be determined until the end of 1998. Sharp variations in spot natural gas prices could also affect margins. Expenses General and administrative expenses are forecast at $1,031,000 in 1999, compared with $1,021,000 in 1998, a nominal increase of $10,000. Technical expenses are forecast to increase $126,000 to $443,000 in 1999 compared with $317,000 forecast for 1998. The increase is primarily the result of a full year of salary and benefits for the lab manager who joined Hitox in 1998 and the salary and benefits of an additional lab technician yet to be hired. Selling expenses are forecast to increase $241,000 from an estimated $1,005,000 in 1998, to $1,246,000 in 1999. The increase results from the addition of a National Sales Manager in 1999, as well as projected increases in business development and travel expenses. Advertising and promotion expenses are also forecast to increase in 1999. Interest Net interest is forecast to increase from $39,000 in 1998, to $81,000 in 1999, an increase of $42,000, because the Company's remaining term loan is forecast to be prepaid in 1998. The Company's cash balance will earn at least the interest paid on overnight cash deposits. No borrowing is forecast under the line of credit in 1999. Provision for income tax The Company has a net operating loss carryover from the sale of its foreign subsidiaries which shelters taxable income from regular income tax. The Company will, however, be subject to alternative minimum tax, which is estimated at $14,000 in 1999. Net income Net income for 1999 is forecast at $1,403,000 compared with forecast net income of $909,000 in 1998, an increase of $494,000, or 54% compared with 1998. Earnings per share Diluted earnings per share are estimated at $0.30 for 1999 compared with $0.19 for 1998. The number of diluted shares outstanding used for 1999 is 4,682,000, which is determined based on the $1.738 average stock price of the 3rd quarter of 1998. Liquidity and Capital Resources - ------------------------------- For 1999, the Company will finance its operations principally through cash flows provided by operating activities. There is a continuing need for working capital for raw material purchases under the synthetic rutile supply agreement with Malaysian Titanium. The Company renewed its loan agreement with NationsBank on July 17, 1998. The loan agreement includes a $2,000,000 line of credit, which matures on April 30, 2000, with an interest rate of the Bank's prime rate. The existing term loan is assumed to be paid off in 1998 upon sale of the Furman Plaza. The line of credit is secured by accounts receivable and inventory. The term loan is unsecured. The Capital Expenditure Budget for 1999 is $871,100. A detail of the capital expenditures, included as a separate page of this report, shows that $529,100 of the expenditures is in manufacturing, with the most expensive item being the previously approved ATH project. Capital expenditures for plant administration total $167,200, consisting mostly of roadway and other plant improvements. Capital expenditures for the technical department, consisting mostly of test equipment, total $91,900. Administrative capital expenditures total $65,900 consisting mostly of computer hardware and software. Sales capital expenditures total $17,000 for computer hardware. The forecast indicates that cash will increase by $572,000 in 1999, with cash from operating activities providing $1,443,000 while $871,000 will be used for capital expenditures. At year-end 1999, the synthetic rutile inventory level is forecast to be approximately $3,600,000 in excess of the Company's target level for synthetic rutile. Income Statements ($000's)
Projected Projected Projected Projected Projected Projected ________________________________________________________________________________________________ 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Total 1999 Total 1998 1999 1999 1999 1999 ================================================================================================ Net sales $2,869 $3,795 $3,736 $2,959 $13,359 $11,511 Cost of goods sold 2,067 2,558 2,483 2,064 9,172 8,082 ================================================================================================ Gross profit 802 1,237 1,253 895 4,187 3,429 General & Administrative 261 280 251 239 1,031 1,021 Selling Expenses 306 331 319 290 1,246 1,005 Technical Expenses 116 120 112 95 443 317 Adjustment-assets held for sale 0 0 0 0 0 120 Depreciation & amort 29 32 33 37 131 92 ================================================================================================ Operating income 90 474 538 234 1,336 874 Other income (expense) net 0 0 0 0 0 6 Interest expense (net) (22) (12) (17) (30) (81) (39) ================================================================================================ EBT & Extraordinary item 112 486 555 264 1,417 919 Federal income taxes 1 5 5 3 14 10 ================================================================================================ Earnings Before Extraord. Item 111 481 550 261 1,403 909 Extraordinary item: Early extinguishment of debt 0 0 0 0 0 0 Net income $111 $481 $550 $261 $1,403 $909 ================================================================================================ Earnings per share: Fully diluted shares (000's): 4,682 4,682 4,682 4,682 4,682 4,682 Fully dil. income per share $0.02 $0.10 $0.12 $0.06 $0.30 $0.19 Sales tonnage (000's pounds): HITOX 3,448 4,716 4,051 3,156 15,371 13,462 BARTEX 2,995 3,757 3,572 2,678 13,002 13,543 HALTEX 104 144 1,385 1,367 3,000 552 Sales dollars ($000's) HITOX $2,211 $3,008 $2,592 $2,037 $9,848 $8,567 BARTEX $488 $625 $591 $428 $2,132 $2,243 HALTEX $23 $31 $394 $390 $838 $118 OTHER $147 $131 $159 $104 $541 $583 ================================================================================================ TOTAL $2,869 $3,795 $3,736 $2,959 $13,359 $11,511 Other information: Gross profit percentage 28.0% 32.6% 33.5% 30.2% 31.3% 29.8% G & A/Sales 9.1% 7.4% 6.7% 8.1% 7.7% 8.9% Selling & Marketing/Sales 10.7% 8.7% 8.5% 9.8% 9.3% 8.7% Technical/Sales 4.0% 3.2% 3.0% 3.2% 3.3% 2.8% EBDAIT/Sales 7.3% 16.1% 18.2% 12.7% 14.1% 12.0% EBIT/Sales 3.1% 12.5% 14.4% 7.9% 10.0% 7.6% Net Income/Sales 3.9% 12.7% 14.7% 8.8% 10.5% 7.9% ================================================================================================
(Income Statements cont'd)
Variance ___________________ 1999 vs. 1998 ___________________ Amount % ___________________ Net sales $1,848 16% Cost of goods sold $1,090 13% Gross profit $758 22% General & Administrative $10 1% Selling Expenses $241 24% Technical Expenses $126 40% Adjustment-assets held for sale ($120) (100%) Depreciation & amort $39 42% Operating income $462 53% Other income (expense) net ($6) (100%) Interest expense (net) ($42) 108% EBT & Extraordinary item $498 54% Federal income taxes $4 40% Earnings Before Extraord. Item $494 54% Extraordinary item: Early extinguishment of debt $0 --- Net income $494 54% Earnings per share: Fully diluted shares (000's): 0 0% Fully dil. income per share $0.11 54% Sales tonnage (000's pounds): HITOX 1,909 14% BARTEX (541) (4%) HALTEX 2,448 443% Sales dollars ($000's) HITOX $1,281 15% BARTEX ($111) (5%) HALTEX $720 610% OTHER ($42) (7%) TOTAL $1,848 16% Other information: Gross profit percentage 2% 5% G & A/Sales (1%) (13%) Selling & Marketing/Sales 1% 7% Technical/Sales 1% 20% EBDAIT/Sales 2% 17% EBIT/Sales 2% 32% Net Income/Sales 3% 33%
Balance sheets ($000's)
==================================================================================================== Projected Projected Projected Projected Projected ==================================================================================================== Dec 31, 1998 Mar 31, 1999 June 30, 1999 Sept 30, 1999 Dec 31, 1999 ==================================================================================================== Cash $1,537 $595 $1,379 $2,000 $2,109 Trade accounts receivable 1,571 1,639 1,960 1,889 1,108 Other accounts receivable 0 0 0 0 0 ==================================================================================================== Total accounts receivable 1,571 1,639 1,960 1,889 1,108 Inventory Finished goods 582 582 582 582 582 Raw Material in transit - SR 1,337 696 0 929 929 Raw material 4,155 4,642 4,823 4,099 5,063 ==================================================================================================== Total inventory 6,074 5,920 5,405 5,610 6,574 Other current assets 10 125 117 105 100 ==================================================================================================== Current assets 9,192 8,279 8,861 9,604 9,890 Property, plant & equip 8,290 8,806 8,976 9,118 9,161 less: accum. depr 5,715 5,835 5,972 6,113 6,256 ==================================================================================================== Net plant and equipment 2,575 2,971 3,004 3,005 2,905 Other assets 25 25 25 25 25 ==================================================================================================== Total assets 11,792 11,275 11,890 12,634 12,820 ==================================================================================================== Accounts payable 172 247 291 273 185 Raw material payable - other 0 0 0 0 0 Raw material payable - SR 1,337 696 696 929 929 Notes payable, bank 0 0 0 0 0 Accrued expenses 300 238 328 307 320 Accrued debenture interest 0 0 0 0 0 Current maturities of LTD 0 0 0 0 0 ==================================================================================================== Current liabilities 1,809 1,181 1,315 1,509 1,434 Long-term debt Furman note 0 0 0 0 0 Term note 0 0 0 0 0 Total long-term debt 0 0 0 0 0 Other liabilities 0 0 0 0 0 ==================================================================================================== Total liabilities 1,809 1,181 1,315 1,509 1,434 Common stock 1,186 1,186 1,186 1,186 1,186 Paid-in capital 14,341 14,341 14,341 14,341 14,341 Retained earnings (5,501) (5,390) (4,909) (4,359) (4,098) Treasury stock at cost (43) (43) (43) (43) (43) ==================================================================================================== Net worth 9,983 10,094 10,575 11,125 11,386 ==================================================================================================== Total liabilities and stockholder's equity $11,792 $11,275 $11,890 $12,634 $12,820 ====================================================================================================
Statement of Cash Flows ($000's)
Projected Projected Projected Projected Projected ============================================================================================ 1st Quarter 1999 2nd Quarter 1999 3rd Quarter 1999 4th Quarter 1999 Total 1999 ============================================================================================ Cash flows from operating activities Net income $111 $481 $550 $261 $1,403 Adjustments: Depreciation 120 137 141 143 541 (Increase) decrease in trade A/R (68) (321) 71 781 463 (Increase) decrease in other A/R 0 0 0 0 0 (Increase) decrease in inv 154 515 (206) (963) (499) (Increase) dec in other curr assets (115) 8 12 5 (90) (Increase) decrease other assets 0 0 0 0 0 Increase (decrease) in A/P 75 45 (18) (88) 13 Increase (decrease) in raw mat pay (641) 0 233 0 (408) Increase (decrease) in accr. exp. (62) 90 (21) 13 20 Increase (decrease) in other liab. 0 0 0 0 0 ============================================================================================ Net cash provided by (used in) operating activities (426) 955 762 152 1,443 Cash flows from investing activities: Acquisition of PP&E (516) (170) (142) (43) (871) ============================================================================================ Net cash provided by (used in) investing activities (516) (170) (142) (43) (871) Cash flows from financing activities: Net (payments) proceeds of Note 0 0 0 0 0 Net (payments) proceeds of LTD 0 0 0 0 0 Changes in treasury stock 0 0 0 0 0 Changes in common stock 0 0 0 0 0 Changes in paid-in capital 0 0 0 0 0 ============================================================================================ Net cash provided by (used in) financing activities 0 0 0 0 0 ============================================================================================ Net increase (decrease) in cash (942) 785 620 109 572 Cash and cash equiv.-beg of period 1,537 595 1,379 2,000 1,537 ============================================================================================ Cash at end of period $595 $1,379 $2,000 $2,109 $2,109 ============================================================================================
1999 Capital Expenditure Budget
Manufacturing Jan-99 Railroad Tie Replacement $ 12,000 Jan-99 Crusher Water Recycle System 32,000 Feb-99 Blast & Paint Crossover 4,500 Feb-99 Crusher Feed Hopper Drive 5,200 Feb-99 Dust Collector - Product Hopper 8,000 Mar-99 Silo Measuring System 12,000 Apr-99 Bulk Bag Filing Machines 18,000 Apr-99 ATH Project 306,100 May-99 Air Dryer System 12,000 Jun-99 Air Compressor 28,000 Jun-99 Combustion Analyzer 2,800 Jul-99 Loading Ramps 3,500 Jul-99 Shop Press 1,800 Jul-99 Bartex Dust Collectors 5,400 Jul-99 InLine Magnets 12,000 Aug-99 Blast & Paint Bartex Equipmetn 44,000 Sep-99 Blast & Paint SR Silo 4,500 Sep-99 Cycletherm Water Pump 3,700 Oct-99 A/C for Breakroom 5,000 Oct-99 CB 500 Water Pump 4,200 Nov-99 Screw Conveyor Auger 4,400 $ 529,100 Plant Administration Jan-99 Barcoding Equipment & Software $ 20,000 Mar-99 Roadway Improvements 64,000 Apr-99 Site Improvements 42,000 May-99 Fence Front Area 4,200 Aug-99 Road to Barge Dock 6,500 Aug-99 Year 2000 Phone Upgrade 1,000 Nov-99 Replace Office Exterior 14,500 Dec-99 Truck - Pickup 15,000 167,200 Technical Mar-99 Brookfield Viscometer $ 4,000 Mar-99 Ball Mill & Pebbles 400 Apr-99 Carver Press Air/Hydraulic System 2,000 May-99 Thin Film Testing Equipment 45,000 Jun-99 Micro-Gloss Meter 2,000 Jun-99 Colorimeter 7,500 Jul-99 Hunter Lab Match System 5,000 Aug-99 Disperator Rheostat Tachometer 6,000 Sep-99 Misc. Plastic Testing Instruments 20,000 91,900 Administrative Varies PC hardware $ 16,000 Varies Server hardware & software 4,500 Varies Printers/office Equipment 2,980 Varies PC Software 11,420 Jan-99 Accounting software 6,000 May-99 Document Management Software 5,000 Jul-99 Access Visual Basic Projects 20,000 65,900 Sales Jan-99 PCs/Notebooks for Salespersons $ 12,000 Jul-99 Laptop for Sales Presentations 5,000 17,000 ___________ $ 871,100 ===========
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