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 June 30, 2002 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
- ------------------------------------ -----------------------
(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
- ------------------- ------------------------
None None
Securities registered pursuant to Section (g) of the Act:
Common Capital Stock, $2 Par Value
----------------------------------
(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
----- -----
As of August 14, 2002 1,583,414 shares of the registrant's stock were
outstanding.
DETREX CORPORATION
INDEX
PART I FINANCIAL INFORMATION PAGE
- ------ --------------------- ----
Item 1 Condensed Consolidated Balance Sheets-
June 30, 2002 and December 31, 2001 3
Condensed Consolidated Unaudited Statements
of Operations For the Three and Six Months
Ended June 30, 2002 and 2001 4
Condensed Consolidated Unaudited Statements
of Cash Flows- Six Months Ended
June 30, 2002 and 2001 5
Notes to Condensed Consolidated Unaudited
Financial Statements 6-8
Item 2 Management's Discussion and Analysis of
Interim Financial Information 9-12
PART II OTHER INFORMATION
Item 4 Submission of Matters to Vote of Security Holders 13
Item 6 Exhibits and Reports on Form 8-K 13
SIGNATURES 14
2
DETREX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
UNAUDITED AUDITED
June 30, 2002 December 31, 2001
------------- -----------------
ASSETS
Current Assets:
Cash and cash equivalents $ 33,409 $ 111,919
Accounts receivable (less allowance
for uncollectible accounts of
$493,000 in 2002 and $715,000 in 2001) 9,170,903 9,081,151
Note Receivable 544,558 --
Inventories:
Raw materials 2,875,211 2,709,609
Work in process -- 56,103
Finished goods 5,247,867 6,392,197
----------- -----------
Total Inventories 8,123,078 9,157,909
Prepaid expenses and other 660,173 834,688
Deferred income taxes 2,587,724 2,690,493
----------- -----------
Total Current Assets 21,119,845 21,876,160
Land, buildings, and equipment-net 17,651,145 18,797,084
Property held for sale 2,818,818 2,818,818
Prepaid pensions 1,628,302 1,630,526
Deferred income taxes 3,983,744 4,155,059
Other assets 460,599 480,839
----------- -----------
$47,662,453 $49,758,486
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Loans payable $ 9,192,016 $ 8,366,792
Current portion of long-term debt 600,000 500,000
Current maturities of capital leases 104,843 111,553
Accounts payable 4,307,015 6,647,108
Environmental reserve 2,220,000 2,220,000
Accrued compensation 238,881 519,244
Other accruals 2,863,342 3,015,516
----------- -----------
Total Current Liabilities 19,526,097 21,380,213
Long term portion of capital lease obligations 17,403 73,154
Long-term debt 1,800,000 2,400,000
Accrued postretirement benefits 3,681,019 3,561,019
Environmental reserve 5,900,220 6,275,223
Accrued pension and other 3,147,861 3,102,865
Minority interest 2,696,688 2,628,481
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
Accumulated other comprehensive income (1,836,501) (1,836,501)
Retained earnings 9,540,818 8,985,184
----------- -----------
Total Stockholders' Equity 10,893,165 10,337,531
----------- -----------
$47,662,453 $49,758,486
=========== ===========
SEE NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
3
DETREX CORPORATION
CONDENSED CONSOLIDATED UNAUDITED STATEMENTS OF OPERATIONS
Three Months Ended Six Months Ended
June 30 June 30
2002 2001 2002 2001
---- ---- ---- ----
Net sales $16,650,167 $15,256,126 $31,319,946 $31,375,970
Cost of sales 12,631,512 11,565,773 23,690,111 23,874,168
Selling, general and administrative expenses 2,748,646 2,456,764 5,260,663 5,083,987
Provision for depreciation and amortization 780,022 839,202 1,546,928 1,690,202
Net loss from property transactions -- -- 2,848 --
Royalty income (327,838) -- (496,702) --
Other income and deductions (43,039) 5,750 (42,074) 8,638
Minority interest 64,570 69,665 98,205 141,199
Interest expense 175,237 146,255 334,376 325,564
----------- ----------- ----------- -----------
Income from continuing operations
before income taxes 621,057 172,717 925,591 252,212
Provision for income taxes 248,449 101,913 370,306 98,535
----------- ----------- ----------- -----------
Net income from continuing operations 372,608 70,804 555,285 153,677
Loss from discontinued operations, net of taxes -- (608,503) -- (939,590)
----------- ----------- ----------- -----------
Net income (loss) $ 372,608 $ (537,699) $ 555,285 $ (785,913)
=========== =========== =========== ===========
Basic and diluted earnings (loss) per share:
From continuing operations $ .24 $ .04 $ .35 $ .10
From discontinued operations $ -- $ (.38) $ -- $ (.60)
----------- ----------- ----------- -----------
Net Income (Loss) $ .24 $ (.34) $ .35 $ (.50)
=========== =========== =========== ===========
Weighted average shares outstanding:
Basic 1,583,414 1,583,414 1,583,414 1,583,414
Effects of dilutive stock options -- -- -- --
----------- ----------- ----------- -----------
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
Six Months Ended
June 30
-------
2002 2001
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income/(loss) $ 555,285 $ (785,913)
Adjustments to reconcile net income/(loss) to net
cash provided by (used in)
Operating activities:
Loss from discontinued operations -- 939,590
Depreciation and amortization 1,546,928 1,690,202
Loss/(gain) on disposal of property 2,848 (3,959)
Deferred income taxes 274,084 (933,747)
Minority interest 68,207 111,199
Changes to operating assets and liabilities that
provided (used) cash:
Accounts receivable (2,353,320) 229,029
Inventories 70,544 (444,724)
Prepaid expenses and other 177,829 145,827
Other assets 20,235 5,294
Accounts payable (221,979) 1,566,504
Environmental reserve (240,875) (852,992)
Accrued compensation (56,755) (452,542)
Other accruals 452,740 410,334
Postretirement benefits 120,000 --
----------- -----------
Total adjustments (139,514) 2,410,015
----------- -----------
Net cash provided by continuing operating activities 415,771 1,624,102
Net cash (used in) discontinued operating activities (1,385,853) (749,224)
----------- -----------
Net cash (used in) provided by operating activities (970,082) 874,878
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (875,402) (1,078,385)
----------- -----------
Net cash used in continuing investing activities (875,402) (1,078,385)
Net cash provided by (used in) discontinued investing activities 1,504,211 (534,066)
----------- -----------
Net cash provided by (used in) investing activities 628,809 (1,612,451)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under revolving credit facility 825,224 1,464,710
Repayment of long term debt (500,000) (600,000)
Principal payments under capital lease obligations (62,461) (99,729)
----------- -----------
Net cash provided by financing activities 262,763 764,981
----------- -----------
Net (decrease) increase in cash and cash equivalents (78,510) 27,408
Cash and cash equivalents at beginning of period 111,919 363,829
----------- -----------
Cash and cash equivalents at end of period $ 33,409 $ 391,237
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 339,161 $ 450,432
Income taxes $ 64,848 $ 93,000
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Capital lease terminations $ 17,715 $ -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 2001, including the presentation of
the Company's former paint subsidiary and Parts Cleaning Technologies ("PCT")
segments (See Notes 2 & 4) as discontinued operations, have been reclassified to
conform with 2002 classifications. The information furnished for the three and
six month periods 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.
The real property related to this discontinued segment is currently held for
sale.
3. Under the terms of a Royalty Agreement between Detrex and Red Spot, Red
Spot paid Detrex royalties of approximately $459,000 in February, 2002 relating
to incremental sales of certain products in 2001; this amount was recorded in
royalty income in 2001. For the first half of 2002, the Company has recorded
approximately $497,000 in royalty income, approximately $328,000 in the second
quarter, for incremental sales of these certain products in 2002. The Company
expects that additional income will be recorded during the remainder of 2002;
the amount is dependent on automotive industry sales and the performance of the
applicable products. The Royalty Agreement expires at the end of 2002, with
receipt of the 2002 royalties due in February, 2003.
4. The Company announced an exit plan from its PCT segment in 2001, and in
accordance with APB Opinion 30, has treated this segment as a discontinued
operation for all periods presented. In the fourth quarter of 2001, the Company
recorded a pre-tax charge to income of $6.7 million to account for the exit.
This charge included an addition of $3.7 million to the environmental reserves
to remediate owned and leased properties, $2.0 million to write down certain
assets to their estimated net realizable value, and $1.0 million in net
estimated future operating losses and exit costs. While the exit cost and
environmental remediation estimates recorded in 2001 were based on the best
available information at December 31, 2001, substantial uncertainties remain
until the properties relating to this discontinued segment are remediated and
disposed of. The estimate may be significantly impacted by the salability of
real estate related thereto, and other factors. The Company spent approximately
$134,000 in the first half of 2002 on environmental matters relating to the PCT
properties.
Significant activity has occurred in the first half of 2002 to effect
the exit of the PCT segment. Effective June 1, 2002 the Company sold certain
assets, including inventories, of its solvent distribution and waste business
("Solvents Division") to the former president of that division, for a total of
approximately $845,000. The Company received $300,000 at closing, and is holding
a promissory note for the remainder, which is scheduled to be paid in
installments before the end of 2002; one such installment for $148,000 was
received in July, 2002. The Company has retained the real properties related to
this business, and the purchaser is leasing a number of properties on a short
term basis. For those properties where there is no tenant, operations have been
shut down, and regulatory closure is being pursued. In addition, on January 17,
2002 the Company consummated the sale of the Equipment Division (a business
within the PCT segment) to Farr Manufacturing, which is located in Parkersburg,
West Virginia. Under the terms of the transaction, the Company received $1.2
million on January 17, 2002, and expects to receive an additional $200,000 from
Farr in the second half of 2002, for a total of $1.4 million. A pre-tax loss of
$340,000 on the sale was included in the overall PCT exit charge in 2001.
The pre-tax loss from operations of the PCT segment in the first half
of 2001 of approximately $1,424,000 ($922,000 in the second quarter of 2001) was
reclassified to discontinued operations. During the first half of 2002, pre-tax
operating losses for PCT totaling approximately $622,000 ($258,000 in the second
quarter) were charged to the reserve for exit costs. This charge, in addition to
severance payments, legal and other exit costs netted against proceeds from the
sale resulted in approximately $760,000 remaining in the reserve for future
operating costs, carrying costs and other non-environmental exit costs.
6
DETREX CORPORATION
5. 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 recommended 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 4th quarter of 2002.
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 Company performs
regular reviews of its reserves for environmental matters. The amounts of the
reserve at June 30, 2002 and December 31, 2001 were $8.1 million and $8.5
million, respectively. The Company increased the reserve by approximately $5.7
million at year end 2001. This action was taken to provide for $3.7 million in
estimated costs associated with the eventual closure of the sites operated by
the PCT segment, including site investigation, engineering studies, remediation,
and, in general, compliance with regulatory closure requirements, and $2.0
million in costs primarily for the Fields Brook superfund project and associated
sites, including the Company's own property in Ashtabula, Ohio. A portion of the
increase to the reserve is anticipated to cover the completion of remediation
and a risk transfer to third parties of ongoing liabilities associated with
Fields Brook, allowing the Company to exit from the site. The reserve also
includes provisions for costs that are expected to be incurred in connection
with remediation of sites other than the Fields Brook watershed. In the first
half of 2002, the Company charged approximately $375,000 to the environmental
reserves.
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 in the
late 1980's. 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 took an
appeal to the Michigan Court of Appeals, which affirmed the decision of the
lower court. The Company has reserved for this judgment and is currently
negotiating a resolution of its obligations with the opposing parties.
The amount of liability to the Company with respect to costs of
remediation of contamination of the Fields Brook watershed and of other sites,
including the discontinued PCT properties, and the amount of liability with
respect to several other claims and lawsuits against the Company, were 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 and could have a material impact on the Company's
consolidated financial position.
7
DETREX CORPORATION
6. The Company has two 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 -- manufacturer of high quality PVC and CVPC pipe
and custom extrusions
- Elco Corporation -- manufacturer of high performance specialty
chemicals including lubricant additives, fine chemicals, and
hydrochloric acid
See Note 4 regarding the Parts Cleaning Technologies exit.
Data for the three and six month periods ended June 30, 2002 and 2001 is as
follows:
Three Months Ended June 30 Six Months Ended June 30
2002 2001 2002 2001
---- ---- ---- ----
Net sales:
Harvel Plastics $ 11,505,841 $ 10,503,742 $ 20,968,567 $ 21,763,118
Elco Corporation 5,131,825 4,802,168 10,326,377 9,765,856
Other (includes intercompany eliminations) 12,501 (49,784) 25,002 (153,004)
------------ ------------ ------------ ------------
Total $ 16,650,167 $ 15,256,126 $ 31,319,946 $ 31,375,970
============ ============ ============ ============
Earnings before income taxes:
Harvel Plastics 701,543 756,657 1,066,979 1,533,606
Elco Corporation 571,611 274,726 1,242,782 576,587
Other 12,502 12,501 25,002 25,001
------------ ------------ ------------ ------------
Sub-total 1,285,656 1,043,884 2,334,763 2,135,194
Royalty income 327,838 496,702
Corporate administrative and other expense (817,200) (724,912) (1,571,498) (1,557,418)
Corporate interest expense (175,237) (146,255) (334,376) (325,564)
------------ ------------ ------------ ------------
Total income from continuing operations
before taxes $ 621,057 $ 172,717 $ 925,591 $ 252,212
============ ============ ============ ============
8
DETREX CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF INTERIM FINANCIAL INFORMATION
Results of Operations
Detrex Corporation and its consolidated subsidiaries ("the Company") reported
net income from continuing operations of $372,608 during the second quarter of
2002, compared to net income from continuing operations of $70,804 for the
second quarter of 2001. For the first six months of 2002, the Company earned net
income of $555,285 from continuing operations, compared with net income from
continuing operations of $153,677 for the first half of 2001. Net sales of
approximately $16,650,000 in the second quarter of 2002 represented an increase
of approximately $1,394,000 over the same period in 2001, while sales for the
first six months of 2002 were essentially the same compared to the same period a
year ago. Royalty income of $327,838 in the second quarter of 2002 and $496,702
for the first six months of 2002 is from Red Spot Paint & Varnish, for
incremental sales of certain products during those periods (See Note 3). No
royalty income was earned in 2001 during the same period. The royalty agreement
expires at the end of 2002, with receipt of the 2002 royalties due in February,
2003.
Summarized below is selected operating data for the three and six month periods
ended June 30, 2002 and comparable data for the same periods last year (in
thousands):
Three Months Ended Six Months Ended
June 30 June 30
------- -------
2002 2001 2002 2001
---- ---- ---- ----
$ % $ % $ % $ %
Sales 16,650 100.00 15,256 100.0 31,320 100.00 31,376 100.0
Gross margin 4,019 24.1 3,690 24.2 7,630 24.4 7,502 23.9
Selling, general and administrative expenses 2,749 16.5 2,457 16.1 5,261 16.8 5,084 16.2
Depreciation and amortization 780 4.7 839 5.5 1,547 4.9 1,690 5.4
Net income from continuing operations 373 2.2 71 0.5 555 1.8 154 0.5
Sales increased $1.4 million, or 9.1%, in the second quarter of 2002 compared to
the same period in the prior year, as both of the Company's business units
exceeded the weak sales levels in the prior year period due to moderately
improved market conditions. For the year to date period in 2002, sales levels
are approximately the same as the prior year.
The gross margin of the Company increased by $329,000 in the second quarter of
2002 compared to the same period in 2001, primarily due to the increased sales
volumes. Margins as a percentage of sales declined from 24.2% in the second
quarter of 2001 to 24.1% in the second quarter of 2002, as increases in resin
costs at Harvel Plastics ("Harvel") more than offset improvements in margin
percentage at The Elco Corporation ("Elco") resulting from a combination of
lower raw material costs, changes in product mix and a modest volume increase.
Selling, general and administrative expenses increased by $292,000 in the second
quarter compared to the same quarter in 2001, primarily due to an increase in
Elco's bad debt provision related to a troubled international distributor, and
to a lesser extent, increases in benefit costs and reduced pension credits at
Harvel.
The provision for depreciation and amortization for both the second quarter and
the year to date periods in 2002 is lower than in the comparable periods in 2001
as a result of lower provisions for the Elco production facility in Ashtabula,
Ohio and asset write downs at the corporate office taken at the end of 2001.
9
DETREX CORPORATION
On a consolidated basis, interest expense in 2002 increased in the second
quarter of 2002 compared to the same period of 2001, as the average outstanding
balance on the revolving credit facility increased by approximately $1.1 million
compared to the same period in 2001.
The provision for income taxes was approximately 40% of the pre-tax income from
continuing operations in 2002, comprised of 6% for state and local tax expense
and the statutory 34% federal rate, compared to the overall year to date
provision in 2001 of 39%.
Results of Operations -- Segment Disclosure
Harvel's sales increased by $1.0 million, or 9.5%, in the second quarter of 2002
compared to the same period in 2001, and increased approximately $2.0 million
over the first quarter of 2002, as demand in the commercial and industrial
segments of the economy increased, although somewhat erratically. We believe
that orders will continue to fluctuate during the second half of 2002, and are
cautiously optimistic that revenues will increase over 2001 second half levels.
Earnings declined in spite of the higher volume due to pressure on gross
margins. Gross margins expressed as a percentage of sales decreased by 2.3
percentage points during the second quarter of 2002, compared to the same period
in the prior year, primarily due to increased resin costs, and to a lesser
extent, an increase in facility costs and a slight shift in product mix towards
less profitable product lines. Resin costs have increased approximately 52% in
the first half of this year, although the cost levels are expected to stabilize
in the third quarter. Selling, general and administrative expenses increased
slightly in the second quarter and the first six months of 2002, when compared
to the same periods in 2001, as increases in health insurance costs and reduced
pension credits were partially offset by lower sales expenses, primarily
commissions.
Revenues at Elco increased by approximately $329,000, or 6.5%, in the second
quarter of 2002, and are up $560,000 or 5.7%, for the six months ended June 30,
2002 compared to the respective periods in the prior year. Domestic additive
sales have increased 10% in the year to date 2002, compared to the same period
in the prior year, as new products and the development of new accounts with a
direct sales force is starting to yield results. Export additive sales, while
down 4% year to date compared to the same period in 2001, are beginning to
stabilize, and the weakening of the dollar, if that continues and results in a
more competitive pricing environment internationally, could be beneficial in the
second half of the year. Margins improved significantly for both the quarter and
year to date period, when compared to the corresponding periods in the prior
year, primarily due to continued lower raw material costs, improvements in
product mix and a modest increase in volume. However, announced cost increases
for certain raw materials could adversely impact margins in the second half of
the year. Additionally, contractual arrangements with a large semiconductor
grade acid customer have been altered to allow for greater volumes in exchange
for lower prices. This is expected to have a slightly negative effect on margins
during the remainder of the year. Selling, general and administrative expenses
increased by approximately $150,000 in the second quarter of 2002, compared to
the same period in 2001, primarily due to approximately $90,000 in provision for
bad debts and legal fees for receivables relating to a financially troubled
former international distributor. Additionally, personnel related costs
increased by approximately $50,000 in the second quarter of this year, when
compared to the same period in 2001, due to a provision for performance based
variable compensation and the addition of sales resources late in the second
quarter in 2001.
Liquidity, Financial Condition, and Capital Resources
The Company utilized internally generated funds, the receipt of $1.2 million
from the sale of the Equipment Division (a business within the PCT segment),
$300,000 from the sale of certain assets of the Solvents Division (another
business within the PCT segment; see Note 4) and increased borrowings of
approximately $826,000 under the revolving credit facility to finance the
Company's overall operations, a $500,000 reduction in long term debt, $375,000
in environmental expenditures and approximately $875,000 in capital expenditures
in the first half of the year. Accounts payable were reduced by $2.3 million
during the first half of the year, as a result of the payment of $1.1 million of
environmental liabilities which were included in accounts payable at December
31, 2001;
10
DETREX CORPORATION
additionally, the buyer of the Equipment Division assumed approximately $1.0
million in accounts payable of that division. Further reductions in accounts
payable were achieved due to the wind down of the Solvents Division, whose
operations were sold effective June 1, 2002.
Inventory balances were reduced by approximately $1.0 million during the first
half of the year; approximately $550,000 relates to the sale of the Equipment
Division, and the remainder relates to the inventory sold in the Solvents
Division transaction. The increase of $90,000 in accounts receivable during the
first half of 2002 was due to increases at both Harvel and Elco totaling $2.5
million, resulting from second quarter 2002 sales which were higher than sales
during the fourth quarter of 2001; these increases were offset almost entirely
by reductions due to the sale of accounts receivable relating to the Equipment
Division and the liquidation of accounts receivable for the Solvents Division.
The note receivable of $545,000 relates to the sale of the business and certain
assets of the Solvents Division. Working capital was $1.6 million at June 30,
2002 compared to $496,000 at December 31, 2001.
Long term debt was reduced by $500,000 upon the scheduled principal payment on
the Industrial Development Bonds in January, 2002.
The Company performs regular reviews of its reserves for environmental matters.
The amounts of the reserves at June 30, 2002 and December 31, 2001 were $8.1
million and $8.5 million, respectively. In 2002, the Company expects to spend
$1.7 million for environmental matters and anticipates spending approximately $2
million per year for the next two to three years. Approximately $375,000 was
charged to the environmental reserves in the first half of 2002. The Company
believes that cash proceeds from sales of excess properties, in combination with
cash generated by the remaining operating business units and increased
borrowings, will be sufficient to fund the environmental requirements as well as
provide for capital expenditures and other operating needs. The Company will be
closely monitoring its cash situation, and will adjust its projected outlays on
capital projects, and to the extent possible, environmental issues, as the
situation demands.
Risks and Uncertainties
The Company has utilized the best available information to estimate its
liability with respect to environmental issues. Cost estimates are reviewed
periodically to assess changed conditions, and adjustments to recorded amounts
are made if the changed conditions have a significant effect on cost estimates.
The Company recorded a $5.7 million increase in its environmental reserves in
2001. Of this amount, $3.7 million was recorded as part of the PCT exit costs
for estimated closure costs and remediation of certain properties, and $2.0
million related to continuing operations. These estimates were based on input
from internal company sources and third party reviews of estimated costs for
characterization, closure, remediation, and monitoring for each of the sites,
and are believed to be sufficient. However, such estimates for remediation, as
well as other environmental factors, could change significantly in future
periods to reflect new laws, regulations or regulatory approaches, advances in
remediation technologies, changes in remediation approaches, additional sites
requiring remediation, or the discovery of additional contamination. It is not
possible to determine whether additional loss, due to such changed
circumstances, will occur or to reasonably estimate the amount or range of any
potential additional loss.
Critical Accounting Estimates
The management of the Company has evaluated the accounting policies used in the
preparation of the accompanying financial statements and related notes and
believes those policies to be reasonable and appropriate. We believe that the
most critical accounting policies applied in the preparation of our financial
statements relate to accounting for contingencies, particularly environmental
contingencies, outstanding litigation and the reserve for the PCT exit, and to
accounting for pensions and other postretirement benefits, because of the
significant use of estimates, and the importance of management's judgments
relating to these estimates.
Contingencies require management to exercise judgment both in determining the
likelihood that a liability exists, and then in estimating or quantifying the
amount of the liability. The most important contingencies impacting our
financial statements are the environmental remediation, both PCT and non-PCT
related, and outstanding litigation against the Company (See Note 5) and the
reserve for the PCT exit (See Note 4). Management meets regularly to
11
DETREX CORPORATION
review such issues, and makes use of both internal and third party data to
provide a basis for the estimates used to prepare the financial statements.
Accounting for pensions and other post retirement benefits involves estimating
the cost of benefits to be provided in the future and attributing that cost over
the time period each employee works. Significant estimates and assumptions are
used in calculating these amounts, particularly as they relate to inflation,
investment returns, salary increases, discount rate, employee turnover, trends
in medical costs and mortality. The Company relies on the input of an actuarial
firm to estimate the appropriate factors in determining the proper accounting
for pensions and post-retirement benefits.
The amounts recorded in the accompanying financial statements related to
environmental and litigation contingencies, the PCT exit reserve, and pension
and post-retirement benefits, are based on the best estimates and judgments of
the Company management, although actual results could differ from these
estimates.
Other
Many of the statements included in this quarterly report on Form 10-Q
("quarterly report"), including the plan to exit PCT, 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. Factors that could cause results to differ materially from those
projected in the forward-looking statements include: market conditions,
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, availability of buyers,
execution of projects in backlog, retention of key personnel and other factors.
12
DETREX CORPORATION
PART II - OTHER INFORMATION
Item 4 SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
(a) The 75th Annual Meeting of the Stockholders of Detrex Corporation
was held in Southfield, Michigan on the 25th day of April 2002.
Election of Messrs. King and Zimmer as Directors of the First Class
to hold office for three year terms or until their successors have
been elected and qualify:
Mr. King Mr. Zimmer
-------- ----------
For 1,146,392 1,174,517
Against -- --
Abstain 300,062 271,937
Messrs. Cox, Emmett, Mark, McCleary, and Thalacker, continue as
directors. Mr. Mangold declined to stand for re-election.
Item 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 99(a) - Sarbanes-Oxley Act Certification
13
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 8/14/02 T. E. Mark
--------- ------------------------------------------------
T. E. Mark
President and Chief Executive Officer
Date 8/14/02 S. J. Quinlan
--------------- ------------------------------------------------
S. J. Quinlan
Treasurer, Controller & Chief Accounting Officer
14
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
- ----------- -------------------
99(a) Sarbanes-Oxley Act Certification
Certification Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and
(b) of section 1350, chapter 63 of Title 18, United States Code), each of the
undersigned officers of Detrex Corporation, a Michigan corporation (the
"Company"), does hereby certify with respect to the Quarterly Report of the
Company on Form 10-Q for the quarter ended June 30, 2002 as filed with the
Securities and Exchange Commission (the "Report) that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) Information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
August 14, 2002 /s/ Thomas E. Mark
-------------------------------------
Thomas E. Mark
President and Chief Executive Officer
August 14, 2002 /s/ Steven J. Quinlan
-------------------------------------
Steven J. Quinlan
Treasurer, Controller and Chief
Accounting Officer