SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2001 Commission file number 0-784
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DETREX CORPORATION
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(Exact name of registrant as specified in its charter)
Michigan 38-0480840
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
24901 Northwestern Hwy., Ste. 500, Southfield, MI 48075
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (248) 358-5800
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Securities registered pursuant to section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
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None None
Securities registered pursuant to Section (g) of the Act:
Common Capital Stock, $2 Par Value
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days.
YES X NO
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As of November 14, 2001 1,583,414 shares of the registrant's stock were
outstanding.
DETREX CORPORATION
INDEX
PART I FINANCIAL INFORMATION PAGE
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Item 1 Condensed Consolidated Balance Sheets- September
30, 2001 and December 31, 2000 3
Condensed Consolidated Unaudited Statements of
Operations For the Three and Nine Months Ended
September 30, 2001 and 2000 4
Condensed Consolidated Unaudited Statements of Cash
Flows for the Three and Nine Months Ended September
30, 2001 and 2000 5
Notes to Condensed Consolidated Unaudited Financial
Statements 6-7
Item 2 Management's Discussion and Analysis of Interim
Financial Information 8-11
PART II OTHER INFORMATION
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Item 6 Exhibits and Reports on Form 8-K 11
SIGNATURES 12
2
DETREX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
UNAUDITED AUDITED
September 30, 2001 December 31,
------------------ ------------
2000 2001
---- ----
ASSETS
Current Assets:
Cash and cash equivalents $ 185,738 $ 363,829
Accounts receivable (less allowance for uncollectible accounts
of $157,000 in 2001 and $310,000 in 2000) 11,562,995 11,591,331
Inventories:
Raw materials 3,182,515 3,185,785
Work in process 101,496 277,790
Finished goods 7,438,101 6,920,821
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Total Inventories 10,722,112 10,384,396
Prepaid expenses and other 617,597 786,915
Deferred income taxes 2,655,990 1,955,959
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Total Current Assets 25,744,432 25,082,430
Land, buildings, and equipment-net 20,883,480 24,238,494
Property held for sale 2,886,824
Prepaid pensions 2,371,534 2,253,947
Other assets 418,608 442,204
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$52,304,878 $52,017,075
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Loans payable $ 8,852,781 $ 6,830,335
Current portion of long-term debt 500,000 600,000
Current maturities of capital leases 132,258 168,414
Accounts payable 7,731,379 5,227,072
Environmental reserve 2,100,000 2,100,000
Accrued compensation 326,276 656,442
Other accruals 2,316,789 2,583,040
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Total Current Liabilities 21,959,483 18,165,303
Long term portion of capital lease obligations 101,363 194,418
Long-term debt 2,400,000 2,900,000
Accrued postretirement benefits 3,728,027 3,728,027
Environmental reserve 1,175,246 2,937,103
Accrued pensions and other 551,198 551,198
Minority interest 2,651,736 2,507,635
Deferred income taxes 651,733 651,733
Stockholders' Equity:
Common capital stock, $2 par value, authorized 4,000,000 shares,
Outstanding 1,583,414 shares 3,166,828 3,166,828
Additional paid-in capital 22,020 22,020
Retained earnings 15,897,244 17,192,810
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Total Stockholders' Equity 19,086,092 20,381,658
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$52,304,878 $52,017,075
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SEE NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
3
DETREX CORPORATION
CONDENSED CONSOLIDATED UNAUDITED STATEMENTS OF OPERATIONS
Three Months Ended Nine Months Ended
September 30 September 30
2001 2000 2001 2000
---- ---- ---- ----
Net sales $ 18,064,129 $ 21,021,822 $ 57,164,364 $ 66,180,464
Cost of sales 13,941,038 15,798,855 44,361,372 49,833,976
Selling, general and administrative expenses 3,696,679 3,832,724 11,143,396 11,663,111
Provision for depreciation and amortization 927,990 898,568 2,848,529 2,648,417
Net (gain) loss from property transactions (1,000) (572) (4,959) 98,287
Other (income) and deductions (46,349) (66,853) (145,957) (248,756)
Minority interest 62,902 109,289 204,101 329,778
Interest expense 198,403 331,381 644,825 969,053
------------ ------------ ------------ ------------
(Loss) income from continuing operations
before income taxes (715,534) 118,430 (1,886,943) 886,598
(Credit) provision for income taxes (205,881) 48,087 (591,377) 374,820
------------ ------------ ------------ ------------
Net (loss) income from continuing operations (509,653) 70,343 (1,295,566) 511,778
Discontinued operations:
(Loss) income from operations of
Seibert-Oxidermo, Inc. net of tax (1,949) 109,201
Gain on sale of Seibert-Oxidermo, Inc.
net of tax -- 2,697,444 -- 2,697,444
------------ ------------ ------------ ------------
Net (loss) income $ (509,653) $ 2,765,838 $ (1,295,566) $ 3,318,423
============ ============ ============ ============
Basic and diluted (loss) earnings per common share:
From continuing operations $ (0.32) $ 0.04 $ (0.82) $ 0.32
From discontinued operations -- 1.70 -- 1.77
------------ ------------ ------------ ------------
Net (loss) income per share $ (0.32) $ 1.74 $ (0.82) $ 2.09
------------ ============ ============ ============
Number of shares outstanding (basic and diluted) 1,583,414 1,583,414 1,583,414 1,583,414
SEE NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
4
DETREX CORPORATION
CONDENSED CONSOLIDATED UNAUDITED STATEMENTS OF CASH FLOWS
Nine Months Ended
September 30
2001 2000
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $(1,295,566) $ 3,318,423
Adjustments to reconcile net (loss) income to net cash provided by (used in)
Loss (income) from discontinued operations -- (2,806,645)
Depreciation and amortization 2,848,529 2,648,417
(Gain) loss on disposal of property (4,959) 98,287
Deferred income taxes (700,031) (84,160)
Minority interest 144,101 269,779
Changes to operating assets and liabilities that provided (used) cash:
Accounts receivable (135,000) (1,068,538)
Inventories (337,716) (852,408)
Prepaid expenses and other 54,185 (267,149)
Other assets 23,595 645,339
Accounts payable 2,529,847 (1,262,340)
Environmental reserve (1,761,857) (725,559)
Accrued compensation (330,166) 448,710
Other accruals 378,172 (430,836)
Postretirement benefits -- 150,000
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Total adjustments 2,708,700 (3,237,103)
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Net cash provided by continuing operating activities 1,413,134 81,320
Net cash (used in) provided by discontinued operating activities (484,497) 6,722,933
----------- -----------
Net cash provided by operating activities 928,637 6,804,253
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CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (1,714,141) (1,532,138)
Sale/disposal of fixed assets -- 84,626
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Net cash (used in) continuing investing activities (1,714,141) (1,447,512)
Net cash (used in) provided by discontinued investing activities (685,823) 4,328,038
----------- -----------
Net cash (used in) provided by investing activities (2,399,964) 2,880,526
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (repayments) under revolving credit facility 2,022,447 (7,356,960)
Repayment of long term debt (600,000) (2,168,775)
Principal payments under capital lease obligations (129,211) (168,398)
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Net cash provided by (used in) financing activities 1,293,236 (9,694,133)
----------- -----------
Net decrease in cash and cash equivalents (178,091) (9,354)
Cash and cash equivalents at beginning of period 363,829 381,269
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Cash and cash equivalents at end of period $ 185,738 $ 371,915
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 635,331 $ 1,078,974
Income taxes $ 115,500 $ 16,000
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Capital lease obligations incurred with the acquisition of equipment $ -0- $ 105,767
Capital lease terminations $ -0- $ -0-
SEE NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
5
DETREX CORPORATION
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
1. In the opinion of the Company, the accompanying condensed consolidated
unaudited financial statements reflect all adjustments (consisting of normal
recurring accruals) necessary to present fairly the results of operations for
the periods presented. Certain amounts for 2000 have been reclassified to
conform with 2001 classifications. The information furnished for the nine months
may not be indicative of results to be expected for the full year.
2. Effective September 30, 2000, the Company completed the sale of the assets,
excluding real estate, of its paint subsidiary to Red Spot Paint & Varnish Co.,
for $11.1 million. The sale resulted in a net gain of $2.6 million. In addition,
the Company and Red Spot entered into an agreement whereby the Company
manufactured for Red Spot for a period of four months commencing October 1, 2000
and ending January 31, 2001. The property related to this discontinued segment
is currently held for sale.
3. The Company entered into a new Credit Agreement (the Agreement) with Comerica
Bank (Comerica) on April 25, 2001. The Agreement, which had an expiration date
of May 1, 2003, provided for a credit facility of up to $13 million,
collateralized by the Company's inventory, accounts receivable, certain fixed
assets, and stock of subsidiaries. The Agreement also provided up to $5 million
in Term Loan facilities to finance capital expenditures. The Agreement contained
among other provisions, requirements for maintaining defined levels of tangible
net worth and various financial statement ratios. The Company was not in
compliance with the financial covenants contained in the Agreement at June 30,
2001 and at September 30, 2001; however, Comerica granted waivers of default
effective as of those dates. The Company and Comerica negotiated an amendment to
the Agreement, dated as of November 2, 2001, with revised terms and covenants.
In this amended agreement, which has an expiration date of May 1, 2003, the $13
million credit facility remained in effect, with a more favorable borrowing base
formula; however, the $5 million of term loan availability was terminated. The
interest rate for the revolving credit facility in the amended agreement was
increased to prime plus 3/4%. The Company is currently in compliance with the
revised financial covenants.
4. The Company and at least seventeen other companies are potentially
responsible for sharing the costs in a proceeding to clean up contaminated
sediments in the Fields Brook watershed in Ashtabula, Ohio. The Environmental
Protection Agency ('EPA') issued a Record of Decision in 1986 concerning the
methods it recommends using to accomplish this task. The Company and the other
potentially responsible parties negotiated with the EPA as to how best to effect
the clean up operation. After negotiation, an agreement was reached with the EPA
on clean-up methodology. The clean-up is currently in progress and is expected
to be completed by the end of 2001. The accounts payable of the Company include
approximately $1.2 million of amounts due for this cleanup.
The Company maintains a reserve for anticipated expenditures over the
next several years in connection with remedial investigations, feasibility
studies, remedial design, and remediation relating to the clean up of
environmental contamination at several sites, including properties owned by the
Company. Some of these studies have been completed; others are ongoing. In some
cases, the methods of remediation remain to be agreed upon. The amount of the
reserve at September 30, 2001 was $3.3 million. The reserve includes provisions
for costs that are expected to be incurred in connection with remediation of
sites other than the Fields Brook watershed.
The Company expects to continue to incur professional fees, expenses
and capital expenditures in connection with its environmental compliance
efforts. In addition to the above, there are several other claims and lawsuits
pending against the Company and its subsidiaries. One of those lawsuits involves
the division of costs between several potentially responsible companies for
reimbursement to the EPA for costs it incurred to conduct environmental
remediation at a drum and barrel recycler, which the Company had utilized
several years ago. The potentially responsible companies entered into an
Agreement to, among other things, jointly defend the cost claims of the EPA. A
dispute arose amongst the potentially responsible companies over the Agreement
which resulted in the filing of a lawsuit. The matter went to trial before a
jury in June of 1999 and a judgment was entered against the Company in the
amount of approximately $750,000, plus interest and attorney fees. The Company
is taking an appeal to the Michigan Court of Appeals and believes it has
reasonable grounds to seek reversal of the judgment.
6
DETREX CORPORATION
The amount of liability of the Company with respect to costs of remediation of
contamination of the Fields Brook watershed and of other sites, and the amount
of liability with respect to several other claims and lawsuits against the
Company, was based on available data. The Company has established its reserves
in accordance with its interpretation of the principles outlined in Statement of
Financial Accounting Standards No. 5 and Securities and Exchange Commission
Staff Accounting Bulletin No. 92. In the event that any additional accruals
should be required in the future with respect to such matters, the amounts of
such additional accruals could have a material impact on the results of
operations to be reported for a specific accounting period but should not have a
material impact on the Company's consolidated financial position.
5. The Company has three operating segments that meet the quantitative
thresholds of Statement of Financial Accounting Standards No. 131, "Disclosures
about Segments of an Enterprise and Related Information":
- Harvel Plastics - manufactures PVC and CVPC pipe and custom extrusions
- Elco Corporation - produces lubricant additives, hydrochloric acid and
fine chemicals
- Parts Cleaning Technologies - designs, engineers and sells industrial
cleaning equipment, distributes virgin or reclaimed solvents and
aqueous or semi-aqueous cleaning chemistries and provides parts
cleaning services.
See Note 2 regarding the sale of Seibert Oxidermo on September 30, 2000.
Other includes consulting, businesses sold in 1999, property transactions,
minority interest and provisions for certain employee benefit items. Data for
the three months ended September 30, 2001 and 2000 and the nine months ended
September 30, 2001 and 2000 is as follows:
===============================================================================================================================
Three Months Ended Nine Months Ended
September 30 September 30
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2001 2000 2001 2000
---- ---- ---- ----
Net sales:
Harvel Plastics $ 9,983,413 $ 12,089,943 $ 31,746,531 $ 36,758,620
Elco Corporation 4,664,020 4,919,624 14,429,876 15,779,428
Parts Cleaning Technologies 3,240,682 3,882,702 10,964,947 13,232,062
Other 176,014 129,553 23,010 410,354
------------ ------------ ------------ ------------
Total $ 18,064,129 $ 21,021,822 $ 57,164,364 $ 66,180,464
============ ============ ============ ============
Income (loss) from continuing operations
before income taxes:
Harvel Plastics 456,751 1,202,292 1,990,357 3,627,912
Elco Corporation 402,778 233,971 979,365 1,109,365
Parts Cleaning Technologies (967,193) (239,316) (2,208,517) (569,020)
Other 399,941 141,138 424,942 542,963
------------ ------------ ------------ ------------
Sub-total 292,277 1,338,085 1,186,147 4,711,220
Corporate administrative expense (708,022) (841,682) (2,332,973) (2,522,640)
Corporate interest expense (181,342) (268,915) (553,559) (751,335)
Other (118,447) (109,058) (186,558) (550,647)
------------ ------------ ------------ ------------
Total $ (715,534) $ 118,430 $ (1,886,943) $ 886,598
============ ============ ============ ============
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7
DETREX CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF INTERIM FINANCIAL INFORMATION
Results of Operations
Detrex Corporation and its consolidated subsidiaries ("the Company") incurred a
net loss from continuing operations of $509,653 in the third quarter of 2001,
compared with net income from continuing operations of $70,343 for the same
period in 2000. For the first nine months of 2001, the Company reported a net
loss from continuing operations of $1,295,566, compared with net income from
continuing operations of $511,778 for the first nine months of 2000.
Summarized below is selected operating data for the current fiscal period and
the comparable data for the same period last year (in thousands):
============================================================================================================================
Three Months Ended Nine Months Ended
Sept 30 Sept 30
------- -------
2001 2000 2001 2000
---- ---- ---- ----
- ----------------------------------------------------------------------------------------------------------------------------
$ % $ % $ % $ %
- ----------------------------------------------------------------------------------------------------------------------------
Sales 18,064 100.00 21,022 100.00 57,164 100.00 66,180 100.00
- ----------------------------------------------------------------------------------------------------------------------------
Gross margin 4,123 22.8 5,223 24.8 12,803 22.4 16,346 24.7
- ----------------------------------------------------------------------------------------------------------------------------
Selling, general and administrative expenses 3,697 20.5 3,833 18.2 11,143 19.5 11,663 17.6
- ----------------------------------------------------------------------------------------------------------------------------
Depreciation and amortization 928 5.1 899 4.3 2,849 5.0 2,648 4.0
- ----------------------------------------------------------------------------------------------------------------------------
Net (loss) income from continuing operations (509) (2.8) 70 0.3 (1,295) (2.3) 512 0.8
- ----------------------------------------------------------------------------------------------------------------------------
Sales declined $3.0 million, or 14%, in the third quarter of 2001 compared to
the same period in the prior year, as business conditions remained weak in the
markets served by the Company. The sales decline is comparable to the 15%
decline reported in the second quarter of 2001, also compared to the same period
in 2000. Each of the three operating segments reported revenue declines in the
third quarter and year to date periods, as compared to the respective periods in
the prior year. The third quarter decline included the effects of the September
11 attack on the World Trade Center.
The gross margin of the Company decreased by $1.1 million in the third quarter
of 2001, compared to the same period in the prior year, and is primarily due to
the decline in revenue of the Company. Expressed as a percentage of sales, gross
margins declined to 22.8% in the third quarter of 2001, compared to 24.8% in the
third quarter of 2000. This deterioration in margin percentage is primarily
attributable to the adverse effects of lower volume and underutilized capacity
at each of the three segments.
Selling, general and administrative expenses declined by 3.5% in the third
quarter of 2001, when compared to the third quarter of 2000, primarily due to
cost reduction actions taken at the Corporate office.
The provision for depreciation and amortization is slightly higher than in 2000,
both for the three and nine month periods ended September 30, 2001, as compared
to the same periods in the prior year, primarily due to capital investments made
at Harvel and Elco.
8
DETREX CORPORATION
Interest expense in the three and nine month periods ended September 30, 2001 is
lower than in the comparable periods in 2000, due to the following: 1) lower
interest rates on the revolving credit facility, primarily the result of
continuing decreases in the prime rate, upon which the facility rates are based,
2) lower average outstanding balances throughout the year under the revolving
credit facility, 3) the repayment in September 2000 of the equipment term loan,
and 4) the $600,000 principal payment on the Harvel Industrial Development Bonds
in January 2001.
The credit for income taxes of 29% and 31% of the pre tax loss from continuing
operations in the three and nine month periods ended September 30, 2001,
respectively, reflects the statutory federal rate of 34%, offset slightly by
state and local income tax expense recognized at the profitable segments. In
2000, the effective tax rate of 40% and 42% of the pretax income from continuing
operations for the comparable periods reflected the statutory rate plus state
and local income tax expense.
Results of Operations - Segment Disclosure
Each of the operating segments experienced sharp declines in both revenues and
orders in the last half of September following the September 11 attack on the
World Trade Center. As a result of the revenue decline and the slowdown in the
mail service, both inventory and receivables balances were higher than
anticipated at the end of September. Activity in October returned to levels
which were more representative of pre-attack conditions.
Revenues declined at Harvel by $2.1 million, or 17.4%, in the third quarter of
2001, compared to the same period in the prior year. For the year to date period
ended September 30, 2001 revenues declined by $5.0 million, or 13.6% from the
record levels in the same period in 2000. Demand in the commercial and
industrial segments of our markets continues to reflect the overall weakness in
the economy. Gross margins declined in absolute terms by $576,000 in the third
quarter of 2001, compared to the same period in 2000, primarily due to the lower
volume. Additionally, gross margins expressed as a percentage of sales declined
by 1.2 percentage points for the three month period ended September 30, 2001,
compared to the same period in 2000, as adverse effects from the lower volumes
and pricing pressures caused by weak market demand more than offset the positive
impacts of lower raw material costs. For the nine-month period ended September
30, 2001, gross margin was $6.6 million, a decline of $1.4 million, or 17.5%,
when compared to the same period in 2000.
Revenues at Elco declined 5.2% in the third quarter of 2001, and 8.6% for the
year to date, both as compared to the respective periods in the prior year.
Export lubricant additive sales continue to be negatively impacted by the
strength of the U.S. dollar, which causes Elco products to be less competitive
overseas. For the year to date period in 2001, export additive sales have
declined 23% when compared to the same period in 2000. Domestic additive sales
have declined for the year to date period by 3.7%, when compared to the same
period in the prior year, reflecting the slump in the industrial manufacturing
market. Hydrochloric acid sales declined by approximately $100,000 in the third
quarter of 2001 compared to the same period in 2000; however, on a year to date
basis, have increased by almost $200,000 compared to 2000, due in large part to
business gained from the exit from the business of a competitor. In spite of the
decline in revenues in the third quarter of 2001 compared to the third quarter
of 2000, gross margins improved by nearly $200,000 for the same comparative
periods, as reductions were realized in raw material costs, due to weak market
demand for these materials. Additionally, pricing actions taken earlier in the
year improved margin performance.
Parts Cleaning revenues declined by $640,000, or 16.5%, in the third quarter,
compared to the same period in 2000, reflecting both the overall slowdown in
industrial manufacturing and continued weakness in the industrial cleaning
equipment market. For the three and nine month periods ended September 30, 2001
revenues in the solvent distribution business declined by approximately $150,000
and $1.15 million, respectively, compared to the same periods in 2000. Year to
date revenues for the contract parts cleaning business declined by approximately
$900,000 compared to the same period in 2000, due primarily to production
declines in the automotive customer base, and the loss of a major customer.
Waste services revenue declined by $400,000 in the third quarter, compared to
the third quarter of 2000, due in part to the lower levels of industrial
activity, and the closure of an unprofitable facility. For the three and nine
month periods, margins have declined, primarily due to significant volume
declines in higher margin product lines and the adverse effects of lower volume.
Additionally, for the same comparative periods, the equipment product line
suffered margin deterioration due to increases in material and subcontractor
costs. During the quarter, costs of approximately $75,000 were incurred as
action was taken to reduce headcount and scale back or close facilities.
9
DETREX CORPORATION
The Company is continuing its study of how to exit its Parts Cleaning
Technologies segment, including the transfer or elimination of related
environmental liabilities. The exit remains subject to substantial
uncertainties, which are not yet resolved. Actions have been taken to minimize
the impact of this business on the Company, including the downsizing of
operations and the closing of certain locations. In addition, the Company has
been negotiating the sale of the Equipment Group, and expects to close this
transaction in the next several weeks, subject to the buyer securing financing.
Subject to the development of more complete information, the Company currently
estimates that the impact of the exit on its statement of operations could be an
after-tax loss in the range of $5-8 million and the impact on its cash flow
could range from a negative $2 million to a positive cash flow. These estimates
may be significantly impacted by the salability of real estate and several
operations, and other factors.
Liquidity, Financial Condition, and Capital Resources
The Company utilized a combination of internally generated funds and increased
borrowings of $2.0 million under the revolving credit facility to finance
operating activities, $1.7 million in capital expenditures, $700,000 in sale
preparation costs for property held for sale, and a $600,000 reduction in long
term debt during the first nine months of 2001. Included in the accounts payable
of the Company are approximately $1.2 million of amounts due for the cleanup of
the Fields Brook watershed (See Note 4).
In April 2001 the Company negotiated a new credit facility with Comerica. At the
end of each of the second and third quarters of 2001, as a result of the
operating losses incurred by the Company, the Company was not in compliance with
certain of the financial covenants contained in the facility. Comerica granted a
waiver of the covenant defaults as of June 30, 2001 and September 30, 2001, and
an amended agreement was negotiated, dated as of November 2, 2001. In this
amended agreement, which has an expiration date of May 1, 2003, the $13 million
credit facility remained in effect, with a more favorable borrowing base
formula; however, the $5 million of term loan availability was terminated. The
interest rate on the revolving credit facility was increased to prime plus 3/4%.
The Company is currently in compliance with the revised financial covenants.
(See Note 3)
Working capital at September 30, 2001 was $3.8 million, as compared to $6.9
million at December 31, 2000. The Company has paid no dividends since the second
quarter of 1991 and cannot forecast when the dividend will be restored.
Other
In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS No.
141, Business Combinations, SFAS No. 142, Goodwill and Other Intangible Assets,
and SFAS No. 143, Accounting for Asset Retirement Obligations. SFAS No. 141
applies to business combinations occurring after June 30, 2001, SFAS 142
requires the purchase method of accounting be used in combinations effective
January 1, 2002, and SFAS No. 143 requires that companies recognize the fair
value of a liability for asset retirement obligations in the period in which the
obligations are incurred and is effective January 1, 2003. The Company does not
expect the impact of the adoption of SFAS Nos. 141, 142 and 143 to have a
material effect on its results of operations and/or financial position.
In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets. This standard supersedes SFAS No. 121 and the
provisions of Accounting Principles Board Opinion No. 30, Reporting the Results
of Operations-Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions,
respectively, with regard to reporting the effects of a disposal of a segment of
a business. The Company is required to adopt SFAS No. 144 effective January 1,
2002, and is evaluating the effect of this standard on its results of operations
and/or financial position, as well as the possibility of early adoption.
Many of the statements included in this quarterly report on Form 10-Q
("quarterly report") that do not relate to present or historical conditions are
"forward-looking statements" within the meaning of the private securities
litigation reform act of 1995 (the "1995 reform act"). Additional oral or
written forward looking statements may be made by or on behalf of the company
from time to time and such statements may be included in documents other than
this quarterly report. Such forward-looking statements involve a number of known
and unknown risks and uncertainties. While these statements represent the
company's current judgment with respect to its business, such risks and
uncertainties could cause actual results, performance and achievements, or
industry results, to differ materially from those suggested herein. The company
undertakes no obligation to release the result of any revisions to these
forward-looking statements, which may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.
Forward-looking statements in this quarterly report and elsewhere may include,
without limitation, statements relating to the company's plans, strategies,
objectives, expectations, intentions and adequacy of resources. All
forward-looking statements in this quarterly report and elsewhere are intended
to be made pursuant to the safe harbor provisions of the 1995 reform act.
10
DETREX CORPORATION
Factors that could cause results to differ materially from those projected in
the forward-looking statements include: market conditions, salability of the
businesses on favorable terms, availability of buyers, cooperation of lenders,
environmental remediation costs, liquidation value of assets, costs to exit
leased facilities, cost and availability of environmental liability insurance,
marketability of real estate, execution of projects in backlog, and retention of
key personnel.
PART II - OTHER INFORMATION
Item 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 10(p) - First Amendment to Comerica Credit Agreement,
dated as of November 2, 2001
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DETREX CORPORATION
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.
DETREX CORPORATION
Date 11/14/01 /s/ T.E. Mark
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T.E. Mark
President and Chief Executive Officer
Date 11/14/01 /s/ S.J. Quinlan
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S.J. Quinlan
Treasurer, Controller and Chief Accounting Officer
12