SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2003 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 May 15, 2003 1,583,414 shares of the registrant's stock were outstanding.
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DETREX CORPORATION
INDEX
PART I FINANCIAL INFORMATION PAGE
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Item 1 Condensed Consolidated Balance Sheets-(Unaudited)
March 31, 2003 and (Audited) December 31, 2002 3
Condensed Consolidated Unaudited Statements
of Operations For the Three Months
Ended March 31, 2003 and 2002 4
Consolidated Unaudited Statements of Cash Flows-
Three Months Ended March 31, 2003 and 2002 5
Notes to Condensed Consolidated Unaudited
Financial Statements 6-9
Item 2 Management's Discussion and Analysis of
Interim Financial Information 10-15
Item 4 Controls and Procedures 15
PART II OTHER INFORMATION
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Item 6 Exhibits and Reports on Form 8-K 15
SIGNATURES 16
2
DETREX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
UNAUDITED AUDITED
March 31, 2003 December 31, 2002
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ASSETS
Current Assets:
Cash and cash equivalents $ 166,965 $ 303,128
Accounts receivable (net of allowance for uncollectible accounts
of $453,549 in 2003 and $501,057 in 2002) 6,927,706 7,266,365
Note Receivable -- 164,856
Inventories:
Raw materials 3,049,906 2,347,383
Finished goods 5,337,236 4,483,671
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Total Inventories 8,387,142 6,831,054
Prepaid expenses and other 443,605 511,998
Deferred income taxes 1,453,589 1,474,589
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Total Current Assets 17,379,007 16,551,990
Land, buildings, and equipment-net 16,363,953 17,416,630
Property held for sale 2,818,818 2,921,837
Prepaid pensions 1,594,214 1,684,214
Deferred income taxes 6,936,017 6,929,201
Other assets 1,113,764 393,820
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$ 46,205,773 $ 45,897,692
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Loans payable 7,452,505 $ 7,040,945
Current portion of long-term debt 800,000 600,000
Current maturities of capital leases 1,335 20,111
Accounts payable 4,874,405 4,572,710
Environmental reserve 990,000 1,290,000
Accrued compensation 470,779 445,658
Other accruals 2,840,610 2,566,339
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Total Current Liabilities 17,429,634 16,535,763
Long term portion of capital lease obligations 2,251 2,062
Long-term debt 1,900,000 1,800,000
Accrued postretirement benefits 3,604,954 3,554,953
Environmental reserve 5,277,707 6,290,898
Accrued pension and other 9,394,406 9,156,905
Minority interest 2,758,930 2,706,039
Stockholders' Equity:
Common capital stock, $2 par value, authorized 4,000,000 shares,
outstanding 1,583,414 shares 3,166,828 3,166,828
Additional paid-in capital 22,020 22,020
Accumulated other comprehensive income (5,623,085) (5,623,085)
Retained earnings 8,272,128 8,285,309
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Total Stockholders' Equity 5,837,891 5,851,072
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$ 46,205,773 $ 45,897,692
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SEE NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
3
DETREX CORPORATION
CONDENSED CONSOLIDATED UNAUDITED STATEMENT OF OPERATIONS
Three Months Ended
March 31,
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2003 2002
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Net sales $ 14,988,750 $ 14,669,779
Cost of sales 11,435,851 11,058,599
Selling, general and administrative expenses 2,704,867 2,512,017
Provision for depreciation and amortization 779,382 766,906
Net loss from property transactions -- 2,848
Royalty income -- (168,865)
Other income and deductions 70 967
Minority interest 52,891 33,635
Interest expense 155,379 159,139
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(Loss) Income from continuing operations before income taxes (139,690) 304,533
(Credit) Provision for income taxes (24,099) 121,857
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Net (Loss) Income from continuing operations (115,591) 182,676
Discontinued Operations:
Gain on sale of property, net of tax 291,170
Provision for holding costs of PCT properties (188,760) --
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--
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Net (Loss) Income $ (13,181) $ 182,676
============ ============
Basic and diluted (loss) earnings per share:
From continuing operations $ (.07) $ .12
From discontinued operations .06 --
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Net income $ (.01) $ .12
============ ============
Weighted average shares outstanding:
Basic 1,583,414 1,583,414
Effects of dilutive stock options -- 228
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Diluted 1,583,414 1,583,642
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SEE NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
4
DETREX CORPORATION
CONSOLIDATED UNAUDITED STATEMENTS OF CASH FLOWS
Three Months Ended
March 31,
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2003 2002
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (13,181) 182,676
Adjustments to reconcile net income to net cash provided by (used
in) operating activities:
(Gain) Loss from discontinued operations (102,410) --
Depreciation and amortization 779,382 766,906
Loss on sale of fixed assets -- 2,848
Deferred income taxes (57,161) 82,767
Minority interest 52,891 33,636
Changes to operating assets and liabilities that provided (used) cash:
Accounts receivable 311,703 (1,431,496)
Inventories (1,556,088) (99,687)
Prepaid expenses and other 158,392 131,623
Other assets (6,991) 18,803
Accounts payable 325,842 (548,422)
Environmental reserve (66,325) (123,872)
Accrued compensation 25,121 (52,454)
Other accruals 461,444 560,539
Postretirement benefits 50,001 75,000
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Total adjustments 375,801 (583,809)
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Net cash provided by (used in) continuing operating activities 362,620 (401,133)
Net cash (used in) discontinued operating activities (296,538) (462,385)
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Net cash provided by (used in) operating activities 66,082 (863,518)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (442,699) (564,973)
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Net cash (used in) continuing investing activities (442,699) (564,973)
Net cash provided by discontinued investing activities 747,481 1,204,111
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Net cash provided by investing activities 304,782 639,138
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under revolving credit facility 411,560 776,669
Principal payments under capital lease obligations (18,587) (30,961)
Repayment of long-term debt (900,000) (500,000)
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Net cash (used in) provided by financing activities (507,027) 245,708
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Net (decrease) increase in cash and cash equivalents (136,163) 21,328
Cash and cash equivalents at beginning of period 303,128 111,919
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Cash and cash equivalents at end of period $ 166,965 $ 133,247
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 141,411 $ 176,518
Income taxes $ 17,250 $ 23,848
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Capital lease terminations $ -0- $ 17,715
Conversion of environmental reserves to debt $ 1,200,000 $ -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 2002, 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 2003 classifications. The information furnished for the three
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.
The real property related to this discontinued segment is currently held for
sale.
3. Under the terms of a two year Royalty Agreement between Detrex and Red Spot,
Red Spot paid Detrex royalties of $1,091,590 in February, 2003 relating to
incremental sales of certain products in 2002. For the first quarter of 2002,
the Company had recorded $168,865 in royalty income. The Royalty Agreement
expired at the end of 2002.
4. In 2001, the Company announced that it was exiting its Parts Cleaning
Technologies segment ("PCT") and in accordance with APB Opinion 30, treated this
segment as a discontinued operation for all periods presented. In 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, $1.7 million to write down
certain assets to their estimated net realizable value, and $1.3 million in net
estimated future operating losses and exit costs. The exit cost and
environmental remediation estimates were based on the best available information
at December 31, 2001. The estimates may be significantly impacted by the
salability of real estate and other factors. During 2002, exit costs charged
against the $1.3 million reserve, netted against proceeds from the sale of the
business, totaled approximately $948,000. Based upon a review of a number of
factors, such as revised assumptions regarding the pace and duration of the
remediation process, and liquidity constraints of the Company which will slow
down the overall exit, the Company recorded a pre-tax charge of $347,000 in 2002
to discontinued operations, to increase the exit reserve to a total of
approximately $700,000 to provide for additional exit costs.
At December 31, 2002, previously accrued holding costs of $96,000 were
reversed for certain PCT properties that were considered held and used under the
transition provisions of the newly adopted FAS 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets""("FAS 144"). During the first
quarter of 2003, after further evaluation, it was determined that the
application of the provisions of FAS 144 did not apply in this case to
operations and assets properly recorded as discontinued operations under APB 30
prior to the adoption of FAS 144 and it was concluded that since the properties
were assets of the discontinued segment, the holding costs associated with the
properties should be accrued pursuant to the provisions of APB 30. Accordingly,
in the 2003 first quarter, the Company recorded a pre-tax charge of $286,000
($188,760 after-tax) in discontinued operations to record its current estimate
of the costs to hold the properties through the completion of any required
environmental remediation. Additionally, the net book value of the properties
totaling approximately $700,000 was reclassified to other non-current assets.
Significant activity took place in 2002 to effect the exit of the PCT
segment. 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 in January 2002 and expected to receive additional
monies from Farr in 2002, after final sales price adjustments. During 2002, a
dispute arose between Farr and the Company regarding final sales price
adjustments. The two parties were unable to resolve the dispute, and the Company
has filed a lawsuit to collect the remaining amount owed under the contract. The
Company expects to prevail in this matter; however, in the event the Company
loses, management does not believe that there will be a material adverse effect
on the overall financial position of the Company or the consolidated statement
of operations.
6
DETREX CORPORATION
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 $845,000.
The Company received $300,000 at closing, and a promissory note for the
remainder; approximately $380,000 was collected on the note in the second half
of 2002, leaving a balance of $165,000 at December 31, 2002. This amount was
received in the first quarter of 2003.
In November, 2002 the Company entered into an agreement to sell
property located in California, formerly a Solvents Division warehouse and
office, for a total of $625,000. At December 31, 2002 the property was
classified as property held for sale, since this transaction did not close until
January 2003. After realtor commissions and other transaction costs, the Company
received net proceeds of $583,000, and recorded an after-tax gain of $291,170
through discontinued operations in the first quarter of 2003.
5. 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. At one such site, the Company
has been a potentially responsible party for sharing the costs in a proceeding
to clean up contaminated sediments in the Fields Brook watershed in Ashtabula,
Ohio. The Fields Brook clean up was completed in the fourth quarter of 2002.
During the final stages of the project, unanticipated additional contamination
was discovered, making it necessary to perform additional remediation, which
drove costs significantly over previous estimates. The Company's share of the
increased costs totaled $860,000. Primarily as a result of this occurrence, and
the reevaluation of other amounts within the environmental reserve, a pre-tax
charge of $725,000 was recorded in 2002, and the reserve was increased by a like
amount. In addition, the company added $250,000 to its environmental reserves in
2002 to cover the cost of operating and maintaining extraction test wells for
source control installed on its Ashtabula, Ohio property to accomplish
remediation of the site. These test wells will operate for approximately the
next two years, at which time their performance will be evaluated for
effectiveness. At that time it may be necessary to add provisions to the reserve
for installation of additional extraction wells and for operation and
maintenance of those wells in the future. The Company has not accrued for these
costs because, at this time, it is not probable that they will be incurred.
The Company performs regular reviews of its reserves for environmental matters.
The amounts of the reserves at March 31, 2003 and December 31, 2002 were $6.3
million and $7.6 million, respectively. The Company had environmental
expenditures of approximately $1.9 million in 2002. 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 capital costs associated with
Ashtabula source control test wells. A portion of the increase to the reserve
was anticipated to cover the completion of remediation and a risk transfer to
third parties of ongoing liabilities associate with Fields Brook, allowing the
Company to exit from the site. With respect to ongoing operation and maintenance
responsibility for the Fields Brook site, in 2002 it became unlikely the Company
would be successful in transferring its liability to third parties, and will
fund its share of the operation and maintenance costs on an ongoing basis.
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 involved 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
7
DETREX CORPORATION
Michigan Court of Appeals, which affirmed the decision of the lower court. In
the first quarter of 2003, the Company signed an agreement to pay the
obligation, which totals $1.2 million including attorney fees and accumulated
interest, in four annual installments of $300,000. The first installment was
paid in February 2003, and the next installment is scheduled to be paid in
January, 2004. The remaining obligation of $900,000, which accrues interest at
1% over the prime rate, was reclassified from environmental reserves to debt at
March 31, 2003; $300,000 is classified as current, $600,000 as non-current.
The amount of liability to 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 and could have a
material impact on the Company's consolidated financial position.
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":
o Harvel Plastics -- manufacturer of high quality PVC and CPVC pipe
and custom extrusions
o 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 months ended March 31, 2003 and 2002 is as follows:
Three Months Ended March 31,
-------------------------------
2003 2002
---- ----
Net sales:
Harvel Plastics $10,280,394 $ 9,462,726
Elco Corporation 4,708,356 5,194,552
Other (includes intercompany eliminations) -- 12,501
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Total $14,988,750 $14,669,779
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Earnings before income taxes:
Harvel Plastics $ 580,125 $ 365,436
Elco Corporation 390,738 671,171
Other -- 12,500
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Sub-total 970,863 1,049,107
Royalty Income -- 168,865
Corporate administrative and other expense (955,174) (754,300)
Corporate interest expense (155,379) (159,139)
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Total (loss) income from continuing operations
before income taxes $ (139,690) $ 304,533
=========== ===========
8
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 $115,591 in the first quarter of 2003,
compared to net income from continuing operations of $182,676 for the same
period a year ago. Net sales for the first quarter of 2003 were $15.0 million
compared to $14.7 million in the same period in 2002. Results for the first
quarter of 2002 were significantly enhanced by $168,865 in royalty income during
that period (See Note 3). The royalty agreement, which related to a business
sold by the Company in 2000, expired at the end of 2002; no further royalties
will be earned thereunder in 2003.
Detrex Corporation and its consolidated subsidiaries ("the Company") incurred a
net loss from continuing operations of $115,591 in the first quarter of 2003,
compared to net income from continuing operations of $182,676 for the same
period a year ago. Net sales for the first quarter of 2003 were $15.0 million
compared to $14.7 million in the same period in 2002. Results for the first
quarter of 2002 were significantly enhanced by $168,865 in royalty income during
that period (See Note 3). The royalty agreement, which related to a business
sold by the Company in 2000, expired at the end of 2002; no further royalties
will be earned thereunder in 2003.
At December 31, 2002, after advice from, and in consultation with, its
independent auditors, the Company reversed previously accrued holding costs of
$96,000 for certain PCT properties that were considered held and used under
newly adopted FAS 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets" ("FAS 144"). During the first quarter of 2003, after further evaluation,
it was determined that the application of the provisions of FAS 144 did not
apply in this case to operations and assets properly recorded as discontinued
operations under APB 30 prior to the adoption of FAS 144 and it was concluded
that since the properties were assets of the discontinued segment, the holding
costs associated with the properties should be accrued pursuant to the
provisions of APB 30. Accordingly, in the 2003 first quarter, the Company
recorded a pre-tax charge of $286,000 ($188,760 after-tax) in discontinued
operations to record its current estimate of the costs to hold the properties
through the completion of any required environmental remediation. Additionally,
the net book value of the properties totaling approximately $700,000 was
reclassified to other non-current assets. Also in the first quarter of 2003, the
Company sold property located in California, formerly a Solvent division
warehouse and office (See Note 4), and recognized a net after-tax gain of
$291,170 in discontinued operations. The overall net loss for the Company in the
first quarter of 2003 was $13,181, compared to net income of $182,676 in the
first quarter of 2002.
Summarized below is selected operating data from continuing operations for the
current fiscal period and the comparable data for the same period last year (in
thousands):
Three Months Ended
March 31,
---------
2003 2002
---- ----
$ % $ %
--- --- --- ---
Sales 14,989 100.0 14,670 100.0
Gross margin 3,553 23.7 3,611 24.6
Selling, general and administrative expenses 2,704 18.0 2,512 17.1
Depreciation and amortization 779 5.2 767 5.2
(Loss) Income from continuing operations
before income taxes (140) (0.9) 305 2.1
Sales for the first quarter of 2003 increased by approximately $319,000 compared
to the same period in 2002, due to a sales increase of $800,000 for Harvel
Plastics, Inc. ("Harvel") achieved despite continued recessionary conditions in
its industrial and commercial construction markets. This increase was offset
somewhat by a $500,000 revenue decline at The Elco Corporation ("Elco") for the
same comparative period, due primarily to decreased hydrochloric acid sales to
semiconductor markets.
The gross margin of the Company decreased by approximately $58,000 in the first
quarter of 2003 compared to the same period a year ago, despite the increase in
revenue, as gross margin deterioration at Elco more than offset improved margins
at Harvel. Margins as a percentage of sales decreased from 24.6% in the first
quarter of 2002 to 23.7% in the first quarter of 2003, as the result of lower
volume, an adverse shift in product mix and increased raw material costs at
Elco, while increases in volume and improved product mix at Harvel increased its
margin percentage.
Selling and administrative expenses increased by approximately $192,000 in the
first quarter of 2003 compared to the first quarter in 2002, as cost containment
actions taken across the Company were offset by increases in pension expenses of
$327,000. Of this pension expense, $240,000 was recognized at the corporate
level. In the first quarter of 2002, no pension expense was recognized.
The provision for depreciation and amortization is approximately the same in the
first quarter of 2003 compared to the same period in 2002.
9
DETREX CORPORATION
Interest expense decreased slightly in the first quarter of 2003 compared to the
same quarter a year ago due to lower interest rates on the revolving credit
facility, which is based on the prime rate, and a $600,000 principal payment of
the Industrial Development bonds in January 2003.
The credit for income taxes was approximately 17% of the pre-tax loss from
continuing operations in 2003, comprised of state and local tax expense at the
profitable operating units, offset by federal tax credit at the statutory rate
of 34%, on the overall pre-tax loss from continuing operations. In the first
quarter of 2002, the provision for income taxes was approximately 40%, comprised
of 6% for state and local income tax expense and the statutory 34% federal rate.
Results of Operations -- Segment Discussion
Harvel's sales increased in the first quarter of 2003 by $.8 million, or 8.6%,
compared to the same period in 2002. Conditions in the first quarter of 2003
remained similar to the latter half of 2002; excess capacity conditions coupled
with weak demand in Harvel's markets have resulted in a continued difficult
operating environment. Gross margins improved to 15.7% of sales in the first
quarter of 2003, compared to 14.3% in the same quarter in 2002, due primarily to
favorable product mix. Resin prices have increased in the first quarter; further
increases have been announced in the early stages of the second quarter. Until
the overall economic conditions improve in Harvel's industrial and commercial
markets, margins will most likely remain under pressure. Selling, general and
administrative expenses increased by $65,000 when compared to the same quarter a
year ago, almost entirely due to increases in pension expense.
Elco's sales declined by approximately $486,000 in the first quarter of 2003,
compared to the same quarter in 2002, almost all of which is due to decreased
hydrochloric acid sales. A large portion of this product line is supplied
primarily to semiconductor chip manufacturers, where current demand for wet
chemicals is weak. Additive sales were approximately the same in the first
quarter of 2003 compared to the same period in the prior year. This decrease was
the result of a 10% decline in domestic additive sales, as the U.S. economy
remains mired in a recessionary environment, exacerbated by the uncertainties
due to the war with Iraq; this decrease was almost entirely offset by a
significant increase in export additive sales. Margins decreased to 26.0% in the
quarter, compared to 30.4% in the same period in 2002, primarily due to a shift
in product mix towards lower margin lubricant additives and a significant
decline in sales in the hydrochloric acid product line. Selling, general and
administrative expenses decreased by $74,000 in the first quarter of 2003
compared to the same period in 2002 primarily due to tight control over
discretionary expenditures and a reduction in legal fees, offset somewhat by
increased pension expense.
Liquidity, Financial Condition, and Capital Resources
The Company utilized internally generated funds, the receipt of $1.1 million in
royalty payments, $583,000 from the sale of the Los Angeles PCT property (see
Note 4) and increased borrowings of $412,000 under its revolving credit facility
to finance its overall operations, $900,000 debt principal payments and
approximately $443,000 in capital expenditures in the first quarter of 2003.
Inventory balances increased by $1.5 million during the first quarter of 2003,
as both Harvel and Elco replenished stocks which were driven lower than normal
due to sales levels at year-end 2002 which were higher than anticipated;
additionally, Harvel took advantage of favorable pricing and payment terms from
one of its resin suppliers to purchase higher levels of inventory. The decline
of $339,000 in accounts receivable during the first quarter of 2003 was due to
the payment of the $1.1 million Red Spot royalty referred to in Note 3, offset
in part by increases at Harvel of approximately $640,000 due to higher sales
levels, and an increase of $140,000 at Elco. Accounts payable increased by
$302,000, primarily as the result of an increase of $1.2 million at Harvel, due
to a spot inventory purchase; offsetting this increase were payments of nearly
$700,000 for environmental liabilities which were included in accounts payable
at December 31, 2002. Working capital was $181,000 at March 31, 2003 compared to
$16,000 at December 31, 2002.
10
DETREX CORPORATION
The obligation of $1.2 million resulting from the settlement of litigation
related to environmental remediation at a drum and barrel recycler which the
Company had formerly utilized (See Note 5) was reclassified from environmental
reserves to debt in the first quarter of 2003. Debt payments of $900,000 were
made during the quarter due to the scheduled $600,000 principal payment on the
Industrial Development Bonds in January, 2003, and the initial $300,000
installment on the note related to the aforementioned remediation litigation
settlement, paid in February 2003. The remaining obligation of $900,000 was
classified as follows: $300,000 current and $600,000 non-current.
The Company performs regular reviews of its reserves for environmental matters.
The amounts of the reserves at December 31, 2002 were $7.6 million. After
reclassifying the remediation litigation settlement note to long term debt, and
spending approximately $100,000 for environmental matters in the first quarter
of 2003, the environmental reserves totaled $6.3 million at March 31, 2003. In
2003, after the reclassification referred to above, the Company expects to spend
approximately $1.0 million for environmental matters and anticipates spending
between $1-2 million for these matters in each of the next three to four years.
The Company was not in compliance with the net worth covenant of its Credit
Agreement ("the Agreement") with Comerica Bank ("Comerica") at December 31, 2002
because of reductions to shareholders' equity resulting from the recognition of
additional minimum pension liability, due to increases in the underfunded
position of the Company's pension plans. Comerica granted a waiver of the
default at December 31, 2002. The Company was again in default of this covenant
at March 31, 2003, and was also in default of its cash coverage covenants.
Comerica again granted waivers of the defaults at March 31,2003. An amendment to
the Agreement was signed, effective March 31, 2003 extending the date of the
Agreement to May 1, 2004, and adjusting both the net worth and the cash coverage
covenants effective with the second quarter of 2003.
Outlook
The difficult economic conditions the Company experienced in 2001 and 2002 have
continued through the first quarter of 2003. Moderate growth assumptions for
both Elco and Harvel in 2003, continued cost control and reductions in corporate
overhead are projected to result in a modest operational improvement. However,
rising insurance and health care costs, and pension expense estimated at $1.3
million are anticipated to offset any operational improvements the Company is
making.
The management of the Company believes that cash generated by the operating
business units and increased borrowings, in combination with cash proceeds from
sales of excess properties, will be sufficient to fund the environmental
requirements as well as provide for capital expenditures, pension funding and
other operating needs. However, economic uncertainties due to the continued
weakness in the domestic economy, and geopolitical issues around the world may
have an impact on the Company's ability to achieve its operating plans. The
Company cannot predict what the ultimate outcome of these uncertainties will be.
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 charge to 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. An additional charge of $975,000 was
recorded in 2002 for Fieldsbrook, operation of the Ashtabula control test wells,
and other matters. 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.
11
DETREX CORPORATION
APPLICATION OF CRITICAL ACCOUNTING POLICIES
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. In applying accounting
principles in accordance with generally accepted accounting standards, we are
required to make estimates and assumptions about future events that affect the
amounts reported in our financial statements and the accompanying notes. Future
events and their effects cannot be determined with absolute certainty.
Therefore, the management of the Company must make estimates, which require the
exercise of judgment. Actual results could differ from these estimates, and any
such differences may be material to the financial statements.
We consider an accounting estimate to be critical if: 1) the accounting estimate
requires us to make assumptions about matters that were highly uncertain at the
time the accounting estimate was made, and 2) changes in the estimate that are
reasonably likely to occur from period to period, or use of different estimates
that we reasonably could have used in the current period, would have a material
impact on our financial condition or results of operations.
The management of the Company has discussed the development and selection of the
following critical accounting estimates with the Audit Committee of our Board of
Directors and the Audit Committee has reviewed the foregoing disclosure. In
addition, there are other items within our financial statements that require
estimation, but are not deemed critical as defined above. Changes in estimates
used in these and other items could have a material impact on our financial
statements.
Environmental Reserves
The Company determines the cost of environmental remediation of its facilities
based on evaluations of current law and existing technologies. Inherent
uncertainties exist in such evaluations primarily due to unknown conditions,
changing governmental regulations and legal standards regarding liability, and
evolving technology. Management meets regularly to review its environmental
matters, and makes use of both internal and third party data to provide a basis
for the estimates recorded in the financial statements. The recorded liabilities
are adjusted periodically as remediation efforts progress or as additional
technical or legal information becomes available. The Company had a total of
$7.6 million accrued for environmental obligations at December 31, 2002 and $6.3
million accrued for these obligations at March 31, 2003. This is the Company's
best estimate of the costs with respect to environmental matters. Based on
present knowledge, management does not believe material changes are reasonably
possible in the near term (18-24 months). However, it must be pointed out that
the Company has added approximately $3 million to the environmental reserves for
unanticipated costs in the past two years. For further discussion, see Note 5 to
the Consolidated Financial Statements and the Liquidity section of the
Management's Discussion and Analysis of Financial Condition.
Deferred Tax Assets
The Company currently has significant net deferred tax assets resulting from net
operating losses and other deductible temporary differences, which are available
to reduce taxable income in future periods. The Company recorded a valuation
allowance of $500,000 in the fourth quarter of 2002, charged directly to the
provision for income taxes. The valuation allowance was calculated in accordance
with the provisions of FAS 109, "Accounting for Income Taxes", which places
heavier emphasis on a company's cumulative operating results for the current and
preceding years, and less emphasis on projected results. Although management
believes that our results for this
12
DETREX CORPORATION
year and the previous year were heavily affected by a deliberate and planned PCT
exit strategy, the cumulative losses in those periods represented negative
evidence sufficient to require a valuation allowance under the provisions of FAS
109. The amount of the deferred tax assets determined to be realizable was
calculated based on the tax effect of future taxable earnings approximating
average historical performance and, to a lesser extent, a forecasted component.
The range for the net unrealizable deferred tax asset value was estimated to be
$0 to $2.3 million under different uncertainty assumptions. The amount of the
deferred tax assets actually realized, however, could vary if there are
differences in the timing or amount of future reversals of existing deferred tax
liabilities or in future income. If the Company determines that it would not be
able to realize all or part of its deferred tax assets in the future, an
adjustment to the deferred tax assets valuation allowance would be charged to
income in the period such determination was made.
Pensions and Other Postretirement Benefits (Retiree Medical Care)
The amounts recognized in the financial statements related to pension and other
postretirement benefits are determined from actuarial valuations. Inherent in
these valuations are assumptions which include the following: expected return on
plan assets, discount rates at which the liabilities could be settled, rate of
increase in future compensation levels, mortality rates and health care cost
trend rates. These assumptions are updated annually. In accordance with
generally accepted accounting principles, actual results that differ from the
assumptions are accumulated and amortized over future periods and, therefore,
will affect expense recognized and obligations recorded in future periods.
The expected long term rate of return on assets is developed with input from the
Company's actuarial firm. The Company's historical experience with the pension
fund asset performance and comparisons to expected returns of other companies is
also considered. The long term rate of return assumption used for determining
net periodic pension expense for 2001 and 2002 was 8.5%. Future pension expense
will depend on investment performance, changes in discount rates and other
factors related to the demographics of the participants in the Company's pension
plans.
The Company bases the determination of pension expense or income on a market
related valuation of plan assets, which reduces year-to-year volatility. This
market related valuation recognizes investment gains or losses over a five year
period from the year in which they occur. Investment gains or losses represent
the difference between the expected return calculated using the market related
value of plan assets, and the actual return based on the market value of plan
assets. Since the market related value of plan assets recognizes gains or losses
over a five year period, the future value of plan assets will be affected when
previously deferred gains or losses are recognized. These gains or losses will
affect future pension income when they are recognized.
The discount rate used for determining future pension obligations of the pension
plans is based on rates at year end on long term corporate bonds receiving
ratings of AA or better by a recognized rating agency. These rates changed by
approximately 50 basis points year-over-year, resulting in the change in
discount rate from 7.25% at December 31, 2001, to 6.75% at December 31, 2002.
The Company left its assumption for the long term rate of increases in future
compensation levels unchanged at 4 percent.
Health care cost trend assumptions underlying the Company's retiree health care
are developed based on historical cost data, actual recent experience, the
near-term outlook, and an assessment of likely long term trends.
Mortality rates are based primarily on nationally accepted mortality tables.
13
DETREX CORPORATION
Preliminary estimates by the Company's actuary indicate pension expense of $1.3
million in 2003. The Company has recorded approximately $327,000 in pension
expense in the first quarter of 2003. An actuarial study will be performed in
the second quarter of 2003 to determine the total pension expense to be
recognized for 2003; at that time, the Company will adjust the amount of expense
recognized on a prospective basis. The Company estimates that its minimum cash
funding requirements for the pension plans in 2003 will be approximately
$300,000.
Forward Looking Statements
This report contains statements that are "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995 (the "1995
Reform Act"). The words "expect", "estimate", "anticipate", "predict", "believe"
and similar expressions and variations thereof are intended to identify forward
looking statements. 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 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, readers of this report are cautioned that forward-looking statements
are not guarantees of future performance and that 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 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: geopolitical unrest, 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 orders in backlog, retention of key personnel and other factors.
Item 4 CONTROLS AND PROCEDURES
(a) Under the supervision and with the participation
of the Company's management, including the Company's Chief Executive
Officer and Chief Accounting Officer, the Company has evaluated the
effectiveness of the design and operation of its disclosure controls
and procedures within 90 days of the filing date of this quarterly
report, and based on their evaluation, the Chief Executive Officer and
Chief Accounting Officer have concluded that these disclosures and
procedures are effective. There were no significant changes in our
internal controls or in other factors that could significantly affect
these controls subsequent to the date of their evaluation.
PART II - OTHER INFORMATION
Item 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 10(a) -- 4th Amendment to Credit Agreement, dated as of March 31,
2003
Exhibit 99(a) -- Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Exhibit 99(b) -- Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Exhibit 99(c) -- Certification Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
(b) There were no Reports on Form 8-K filed for the quarter ended March 31,
2003
14
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 5/15/03
------------- ---------------------------------------------
T. E. Mark
President and Chief Executive Officer
Date 5/15/03
------------- ---------------------------------------------
S. J. Quinlan
Vice President-Finance, Chief Financial
Officer and Treasurer
15
10-Q EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
10(a) 4th Amendment to Credit Agreement dated as of March 31,
2003
EX-99(a) Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
99(b) Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
99(c) Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002