1
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 June 30, 1999 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 July 27, 1999 1,583,414 shares of the registrant's stock
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were outstanding.
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DETREX CORPORATION
INDEX
PART I FINANCIAL INFORMATION PAGE
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Item 1 Condensed Consolidated Balance Sheets-
June 30, 1999 and December 31, 1998 3
Condensed Consolidated Unaudited Statements
of Operations For the Three and Six Months
Ended June 30, 1999 and 1998 4
Consolidated Unaudited Statements of Cash
Flows- Six Months Ended June 30, 1999 and
1998 5
Notes to Condensed Consolidated Unaudited
Financial Statements 6-7
Item 2 Management's Discussion and Analysis of
Interim Financial Information 8-10
PART II OTHER INFORMATION
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Item 4 Submission of Matters to Vote of Security Holders 11
Item 6 Exhibits and Reports on Form 8-K 11
SIGNATURES 12
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DETREX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
UNAUDITED AUDITED
June 30, 1999 December 31, 1998
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ASSETS
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Current Assets:
Cash and cash equivalents $ 755,789 $ 192,689
Accounts receivable (less allowance for uncollectible accounts
of $259,000 in 1999 and $249,000 in 1998) 13,297,694 12,222,210
Inventories:
Raw materials 3,751,394 3,435,271
Work in process 98,278 333,283
Finished goods 7,992,076 7,157,247
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Total Inventories 11,841,748 10,925,801
Prepaid expenses and other 840,444 966,651
Deferred income taxes 1,924,027 1,924,027
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Total Current Assets 28,659,702 26,231,378
Land, buildings, and equipment-net 26,075,301 25,263,345
Land, buildings, and equipment held for sale 180,000 21,232
Bond proceeds held for investment - restricted 65,536 1,247,902
Prepaid pensions 1,510,105 1,383,246
Deferred income taxes 766,695 689,504
Other assets 1,105,812 1,154,148
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$58,363,151 $55,990,755
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LIABILITIES AND STOCKHOLDERS' EQUITY
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Current Liabilities:
Loans payable $ 7,525,807 $ 6,289,774
Current portion of long-term debt 730,000 500,000
Current maturities of capital leases 220,217 256,724
Accounts payable 10,016,670 9,682,835
Environmental reserve 1,235,000 1,235,000
Accrued compensation 538,818 263,872
Other accruals 1,878,402 2,078,391
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Total Current Liabilities 22,144,914 20,306,596
Long term portion of capital lease obligations 370,894 468,142
Long-term debt 4,460,000 3,500,000
Accrued postretirement benefits 4,821,375 4,671,375
Environmental reserve 6,369,933 6,803,817
Accrued pensions and other 148,080 148,079
Minority interest 2,146,333 2,067,500
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 14,712,774 14,836,398
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Total Stockholders' Equity 17,901,622 18,025,246
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$58,363,151 $55,990,755
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SEE NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
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DETREX CORPORATION
CONDENSED CONSOLIDATED UNAUDITED STATEMENTS OF
OPERATIONS
Three Months Ended Six Months Ended
June 30 June 30
1999 1998 1999 1998
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Net sales $22,205,658 $21,292,432 $44,199,672 $42,728,123
Cost of sales 17,042,859 16,387,141 33,553,777 32,401,320
Selling, general and administrative expenses 4,465,617 4,393,027 8,870,625 8,599,921
Provision for depreciation and amortization 942,293 836,572 1,870,272 1,634,040
Net gain from property transactions -- -- (380,206) --
Other income and deductions (53,628) (168,437) (94,083) (236,252)
Minority interest 47,678 72,491 108,832 140,932
Interest expense 213,002 177,963 399,279 359,207
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Loss before income taxes (452,163) (406,325) (128,824) (171,045)
Credit for income taxes (124,838) (158,347) (5,203) (68,941)
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Net loss $ (327,325) $ (247,978) $ (123,621) $ (102,104)
=========== =========== =========== ===========
Net loss per common share:
Basic $ (.21) $ (.15) $ (.08) $ (.06)
Diluted $ (.21) $ (.15) $ (.08) $ (.06)
Weighted average shares outstanding:
Basic 1,583,414 1,583,414 1,583,414 1,583,414
Effects of dilutive stock options -- -- -- --
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Diluted 1,583,414 1,583,414 1,583,414 1,583,414
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SEE NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
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DETREX CORPORATION
CONSOLIDATED UNAUDITED STATEMENTS OF CASH FLOWS
Six Months Ended
June 30
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1999 1998
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (123,621) $ (102,104)
Adjustments to reconcile net loss to net cash provided (used in) by
operating activities:
Depreciation and amortization 1,870,272 1,634,020
Gain on disposal of property (380,206) (750)
Deferred income taxes (77,191) (185,831)
Minority interest 78,833 110,933
Changes to operating assets and liabilities that provided (used) cash:
Accounts receivable (1,075,484) 2,916,926
Inventories (915,947) (398,040)
Prepaid expenses and other (652) 284,104
Other assets 41,340 345,693
Accounts payable 333,835 (2,027,667)
Environmental reserve (433,884) (609,258)
Accrued compensation 274,946 (863,245)
Other accruals (206,802) (714,327)
Postretirement benefits 150,000 100,000
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Total adjustments (340,940) 592,558
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Net cash provided by (used in) operating activities (464,561) 490,454
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CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (2,825,546) (2,829,025)
Proceeds from sale of fixed assets 380,000 1,368,000
Change in proceeds from bond issue 1,182,366 (2,973,046)
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Net cash used in investing activities (1,263,180) (4,434,071)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowing under revolving credit facility 1,236,033 130,400
Borrowing under equipment loan facility 1,200,000 --
Repayment of long term debt (10,000) --
Principal payments under capital lease obligations (135,192) (142,298)
Proceeds from debt issued -- 4,000,000
Debt issuance costs -- (222,985)
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Net cash provided by financing activities 2,290,841 3,765,117
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Net increase (decrease) in cash and cash equivalents 563,100 (178,500)
Cash and cash equivalents at beginning of period 192,689 398,093
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$ 755,789 $ 219,593
Cash and cash equivalents at end of period =========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 340,925 $ 365,085
Income taxes $ 130,412 $ 138,012
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Capital lease obligations incurred with the acquisition of equipment $ 26,500 $ 119,373
Capital lease terminations $ 24,963 $ 46,432
SEE NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
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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 1998 have been reclassified to
conform with 1999 classifications. The information furnished for the six months
may not be indicative of results to be expected for the full year.
2. 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 have 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. This agreement has been incorporated into
Consent Decree with both the EPA and State of Ohio. The Consent Decrees were
lodged on May 14, 1999 and after a public comment period, were entered by the
Court on July 7, 1999. These Consent Decrees resolve the claims of the EPA and
State of Ohio and provide for the clean up of the Fields Brook watershed. The
Company's share of clean-up costs is anticipated to be in the range of
approximately $3.0 million.
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 property owned by the Company. The
amount of the reserve at June 30, 1999 is $7.6 million. The reserve includes a
provision for the Company's anticipated share of remediation in the Fields Brook
watershed referred to above, as well as a provision for costs that are expected
to be incurred in connection with remediation of other sites. Some of these
studies have been completed; others are ongoing. In many cases, the methods of
remediation remain to be agreed upon.
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.
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 but should not
have a material impact on the Company's consolidated financial position.
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DETREX CORPORATION
3. Effective December 31, 1998, the Company adopted Statement of Financial
Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and
Related Information." The Company has five operating segments that meet the
quantitative thresholds of Statement No. 131:
- Harvel Plastics - manufactures PVC and CVPC pipe and custom extrusions
- Elco Corporation - produces lubricant additives, hydrochloric acid and
fine chemicals
- Seibert-Oxidermo - supplies paint, primers and specialty coatings for
the automotive industry
- Equipment Division - designs, engineers and sells industrial cleaning
equipment
- Solvents Division - distributes virgin or reclaimed solvents and
aqueous or semi-aqueous cleaning chemistries.
Information regarding the Company's Automation Division and RTI Laboratories
Division are combined with corporate data since they do not meet the
quantitative thresholds. In addition, Corporate data includes interest
expense, corporate administrative expense, and provisions for certain employee
benefit items. Data (in thousands) for the three months ended June 30, 1999 and
1998 and the six months ended June 30, 1999 and 1998 is as follows:
Three Months Ended June 30 Six Months Ended June 30
1999 1998 1999 1998
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Net sales:
Harvel Plastics 8,611,848 7,687,199 $17,309,703 14,787,907
Elco Corporation 4,610,565 3,947,222 9,874,093 9,908,837
Seibert-Oxidermo 3,497,969 3,271,347 6,879,095 6,378,187
Equipment Division 1,509,195 2,228,115 2,002,319 3,515,256
Solvents Division 3,551,517 3,619,387 7,248,468 7,125,060
Other 424,564 539,162 885,994 1,012,876
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Total $22,205,658 $21,292,432 $44,199,672 $42,728,123
=========== =========== =========== ===========
Earnings (loss) before income taxes:
Harvel Plastics 523,942 787,727 1,197,237 1,531,458
Elco Corporation 140,455 (90,587) 692,488 696,545
Seibert-Oxidermo 119,764 (64,721) 199,008 (154,724)
Equipment Division (69,018) (83,139) (438,493) (382,564)
Solvents Division (15,125) 46,382 1,214 87,706
Other 72,196 154,266 211,225 244,914
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Sub-total 772,214 749,928 1,862,679 2,023,335
Corporate administrative expense (956,296) (919,620) (1,871,554) (1,888,832)
Corporate interest expense (177,476) (165,827) (334,329) (327,271)
Other (90,605) (70,806) 214,380 21,723
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Total $ (452,163) $ (406,325) $ (128,824) $ (171,045)
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DETREX CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF INTERIM FINANCIAL INFORMATION
Results of Operations
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 Six Months Ended
June 30 June 30
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1999 1998 1999 1998
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$ % $ % $ % $ %
- - - - - - - -
Sales 22,206 100.0 21,292 100.0 44,200 100.0 42,728 100.0
Gross margin 5,163 23.2 4,905 23.0 10,646 24.1 10,327 24.2
Selling, general and administrative expenses 4,466 20.1 4,393 20.6 8,871 20.0 8,600 20.1
Depreciation and amortization 942 4.2 837 3.9 1,871 4.2 1,634 3.8
Net loss (327) (1.5) (248) (1.2) (124) (0.3) (102) (0.2)
Detrex Corporation and its consolidated subsidiaries (the "Company") incurred a
net loss of $327,325 for the second quarter of 1999 compared with a net loss of
$247,978 for the second quarter of 1998. For the first half of 1999, the Company
incurred a net loss of $123,621 compared with a net loss of $102,104 for the
first half of 1998.
Sales for the six month period were up $1.5 million largely due to strong sales
activity in the plastic pipe subsidiary, Harvel Plastics ("Harvel"), as new
production capacity was brought on stream and a smaller sales increase in the
paint subsidiary, Seibert-Oxidermo ("Seibert"). The increase in sales was
partially offset by weaker sales in the Equipment Division of the Company.
The gross margins of the Company remain approximately the same for the six-month
period, 24.1% versus 24.2% a year ago. Gross margin increased in the second
quarter, 23.2% in 1999 compared to 23% for the same period in 1998.
Selling, general and administrative expenses increased due to the effect of a
smaller pension credit than the company received in 1998 and higher expenses for
information systems upgrades.
The provision for depreciation and amortization is slightly higher than 1998 as
a result of depreciation of the new plant in Ashtabula, Ohio and Harvel's new
plant in Bakersfield, California.
Interest expense is higher in 1999 due to an increase in borrowings and higher
interest rates from a year ago.
The income tax credit in 1999 reflects a credit for federal income tax,
partially offset by state and local income tax expense.
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DETREX CORPORATION
Results of Operations - Segment Disclosure
Harvel sales are up for the quarter and year-to-date from a combination of
strong demand in the building industry and ramping up of new production on the
West Coast. In spite of the increased volume, earnings were down due to the
production start-up costs and a margin decline caused by more rapid increases in
raw material prices than finished goods prices.
The Elco Corporation ("Elco") achieved improved sales performance in the second
quarter but on a year-to-date basis sales are approximately the same. Demand
improved late in the second quarter for lubricant additives and acid. The
increase in second quarter volume generated improved profitability compared to
the same period last year; in addition profits in 1999 were effected by the cost
to consolidate manufacturing into the Ashtabula facility.
Sales and earnings at Seibert improved in the quarter and year-to-date due to
strong automotive demand and several new accounts coming on stream. Earnings
performance was affected by the cost to consolidate manufacturing operations
into one location and costs for a high level of product trials and approval
tests with customers for new applications.
The Equipment Division continues to experience losses as the market for cleaning
equipment remains low. The organization has been restructured for lower volume
and the break-even point has been reduced significantly.
The Solvent Division's sales are level year over year; however, the mix has
changed to less profitable products which had a negative impact on income.
Liquidity, Financial Condition and Capital Resources
The Company utilized internally generated funds, the proceeds from the sale of a
closed plant and increased borrowing to finance operating activities and $2.8
million in capital expenditures during the first half of 1999. The Company
borrowed $1.2 million under its equipment facility and borrowings under its
revolving credit facility increased by an additional $1.2 million. In May 1999
the Company and Comerica Bank amended the Company's Credit Agreement to provide
more flexibility with respect to the equipment loan facility.
Working capital was $6.5M at June 30, 1999 compared to $5.9M at December 31,
1998. Accounts receivable increased by $1.1 million, primarily due to the higher
sales volume at Harvel. Inventories also increased from the December 31, 1998
level, primarily due to Harvel's new production facility on the West Coast. The
Company is paying no dividends and cannot forecast when the dividend will be
restored.
Year 2000 Compliance
The Company has substantially completed its work to resolve the potential impact
of the Year 2000 on the processing of information by its computerized
information systems. Year 2000 ("Y2K") issues may arise if computer programs
have been written using two digits, instead of four, to define the applicable
year. In such case, a program that utilizes time-sensitive logic may recognize a
date using "00" as the Year 1900 rather than the Year 2000, which could result
in miscalculations or system failures.
In 1997, the Company undertook a study to determine its future computer hardware
and software requirements for its management information systems, including Y2K
compliance considerations. Since then the Company has implemented a program,
consisting of two phases, for achieving upgraded systems and Y2K compliance. The
first phase of the program consisted of replacing the Company's computerized
information systems and programs with
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DETREX CORPORATION
new systems and programs that are Y2K compliant. As of November 1998, the
Company had completed the first phase. As a result, the Company's accounts
payable, accounts receivable and general ledger were upgraded to new, Y2K
compliant systems and programs. The Company converted its fixed asset records to
new Y2K compliant programs in the second quarter of 1999.
The second phase of becoming Y2K compliant in its management information systems
was the replacement of computerized information systems and programs that
perform job costing for the Company's Equipment Division and sales invoicing for
the Company's Solvents and Equipment Divisions with Y2K compliant systems and
programs. The Company completed this phase on July 30, 1999.
All of the parent Company's operations systems were reviewed and work plans were
established to develop Y2K compliance. This has now been accomplished. In
addition the Company's subsidiaries, Harvel, Elco and Seibert, are substantially
Y2K compliant.
Since the Company relies on electronic data from certain of its vendors,
financial institutions and customers, the Company has conducted surveys to
determine if these entities are Y2K compliant or are on schedule to become Y2K
compliant before the end of 1999. The Company has sent detailed questionnaires
to approximately 500 vendors, financial institutions and customers to determine
if they are on schedule to become Y2K compliant. Approximately 70% have
responded to the questionnaires in varying degrees of detail. All of these
entities have indicated that they are or will become Y2K compliant. However, the
Company has not yet conducted any testing with third parties and therefore has
no assurance that these entities, or others that have not responded, will become
Y2K compliant on a timely basis. If the Company's most significant vendors,
financial institutions and customers fail to become Y2K compliant on a timely
basis, such failure could have a material adverse effect on the Company's
business and operations.
To become Y2K compliant, the Company appointed an officer as project coordinator
for its Y2K program and engaged the services of information systems consultants.
As of July 31, 1999, the Company has spent approximately $900,000 to upgrade its
information systems and programs, most of which were for capital expenditures.
The Company cannot accurately allocate the portion of such expenditures for
information systems and programs that relate solely to Y2K compliance.
In the last two years, the Company has dedicated significant management
attention to the Y2K issue. Management updates the Board of Directors on a
regular basis concerning the Company's progress in achieving Y2K compliance.
Because its expects to become Y2K complaint, the Company has not developed a
contingency plan in the event that it should fail to become Y2K compliant. The
Company will continue to monitor its progress in becoming Y2K compliant and will
develop contingency plans as needed if it determines that there will be a
shortfall in its Y2K efforts or those of its vendors, financial institutions and
customers. The Company currently cannot determine the cost of contingency plans,
should they be necessary.
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DETREX CORPORATION
PART II - OTHER INFORMATION
Item 4 SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
(a) The 74th Annual Meeting of the Stockholders of Detrex
Corporation was held in Southfield, Michigan on the
22nd day of April 1999.
(b) Election of Messrs. King and Mangold as Directors of
the First Class to hold office for three year terms
and until their successors have been elected and
qualify:
Mr. King Mr. Mangold
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For 1,397,916 1,397,914
Against -- --
Abstain 6,460 6,462
Messrs. Cox, Emmett, Mark, McCleary, and Thalacker,
and Withrow continue as directors.
Item 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 10(n) - Fifth Amendment to Comerica Credit
Agreement, dated as of May 20, 1999.
(b) No reports on Form 8-K have been filed for the
quarter ended June 30, 1999.
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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 8/4/99 /s/ S.J. Quinlan
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S.J. Quinlan
Controller and Chief Accounting Officer
Date 8/4/99 /s/ G.J. Israel
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G.J. Israel
Vice President - Finance and Chief
Financial Officer
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Exhibit Index
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Exhibit No. Description
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10(n) Fifth Amendment to Credit Agreement
27 Financial Data Schedule