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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, 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 12(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
--- ---
As of August 14, 2003 1,583,414 shares of the registrant's stock were
outstanding.
1
DETREX CORPORATION
INDEX
PART I FINANCIAL INFORMATION PAGE
- ------ --------------------- ----
Item 1 Condensed Consolidated Balance Sheets-
June 30, 2003 and December 31, 2002 3
Condensed Consolidated Unaudited Statements
of Operations For the Three and Six Months
Ended June 30, 2003 and 2002 4
Condensed Consolidated Unaudited Statements
of Cash Flows- Six Months Ended
June 30, 2003 and 2002 5
Notes to Condensed Consolidated Unaudited
Financial Statements 6-8
Item 2 Management's Discussion and Analysis of
Interim Financial Information 8-15
PART II OTHER INFORMATION
Item 4(a) Submission of Matters to Vote of Security Holders 15
Item 4(b) Controls and Procedures 16
Item 6 Exhibits and Reports on Form 8-K 16
SIGNATURES 17
2
DETREX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
UNAUDITED AUDITED
June 30, 2003 December 31, 2002
------------- -----------------
ASSETS
Current Assets:
Cash and cash equivalents $ 41,664 $ 303,128
Accounts receivable (net of allowance for uncollectible accounts
of $303,000 in 2003 and $501,000 in 2002) 6,641,226 7,266,365
Note Receivable -- 164,856
Inventories:
Raw materials 2,810,057 2,347,383
Finished goods 5,809,783 4,483,671
------------ ------------
Total Inventories 8,619,840 6,831,054
Prepaid expenses and other 343,047 511,998
Deferred income taxes 1,419,502 1,474,589
------------ ------------
Total Current Assets 17,065,279 16,551,990
Land, buildings, and equipment-net 15,857,523 17,416,630
Property held for sale 2,818,818 2,921,837
Prepaid pensions 1,430,805 1,684,214
Deferred income taxes 7,008,820 6,929,201
Other assets 1,150,122 393,820
------------ ------------
$ 45,331,367 $ 45,897,692
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Loans payable $ 7,141,943 $ 7,040,945
Current portion of long-term debt 800,000 600,000
Current maturities of capital leases 1,335 20,111
Accounts payable 4,856,235 4,572,710
Environmental reserve 990,000 1,290,000
Accrued compensation 70,325 445,658
Other accruals 2,708,607 2,566,339
------------ ------------
Total Current Liabilities 16,568,445 16,535,763
Long term portion of capital lease obligations 1,533 2,062
Long-term debt 1,900,000 1,800,000
Accrued postretirement benefits 3,654,955 3,554,953
Environmental reserve 5,200,214 6,290,898
Accrued pension and other 9,470,811 9,156,905
Minority interest 2,737,278 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 8,232,368 8,285,309
------------ ------------
Total Stockholders' Equity 5,798,131 5,851,072
------------ ------------
$ 45,331,367 $ 45,897,692
============ ============
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
2003 2002 2003 2002
---- ---- ---- ----
Net sales $ 15,403,895 $ 16,650,167 $ 30,392,645 $ 31,319,946
Cost of sales 11,824,809 12,631,512 23,260,660 23,690,111
Selling, general and administrative expenses 2,657,068 2,748,646 5,361,936 5,260,663
Provision for depreciation and amortization 716,759 780,022 1,496,141 1,546,928
Net loss from property transactions 13,031 -- 13,031 2,848
Royalty income -- (327,838) -- (496,702)
Other income and deductions 261 (43,039) 331 (42,074)
Minority interest 53,348 64,570 106,238 98,205
Interest expense 153,565 175,237 308,944 334,376
------------ ------------ ------------ ------------
(Loss)/Income from continuing operations before income taxes (14,946) 621,057 (154,636) 925,591
Provision/(Credit) for income taxes 24,814 248,449 715 370,306
------------ ------------ ------------ ------------
Net (loss)income from continuing operations (39,760) 372,608 (155,351) 555,285
Gain from discontinued operations, net of taxes -- -- 102,410 --
Net income (loss) $ (39,760) $ 372,608 $ (52,941) $ 555,285
============ ============ ============ ============
Basic and diluted earnings (loss) per share:
From continuing operations $ (0.03) $ 0.24 $ (0.09) $ 0.35
From discontinued operations $ -- $ -- $ 0.06 $ --
------------ ------------ ------------ ------------
Net Income (Loss) $ (0.03) $ 0.24 $ (0.03) $ .35
============ ============ ============ ============
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
-------
2003 2002
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $ (52,941) $ 555,285
Adjustments to reconcile net (loss) income to net cash provided by (used in)
Operating activities:
(Gain) from discontinued operations (102,410) --
Depreciation and amortization 1,496,141 1,546,928
Loss on disposal of property 13,031 2,848
Deferred income taxes (95,877) 274,084
Minority interest 31,239 68,207
Changes to operating assets and liabilities that provided (used) cash:
Accounts receivable 594,721 (2,353,320)
Inventories (1,788,786) 70,544
Prepaid expenses and other 422,360 177,829
Other assets (43,349) 20,235
Accounts payable 298,117 (221,979)
Environmental reserve (94,574) (240,875)
Accrued compensation (375,333) (56,755)
Other accruals 554,175 452,740
Postretirement benefits 100,002 120,000
----------- -----------
Total adjustments 1,009,457 (139,514)
----------- -----------
Net cash provided by continuing operating activities 956,516 415,771
Net cash (used in) provided by discontinued operating activities (476,297) (1,385,853)
----------- -----------
Net cash provided by (used in) operating activities 480,219 (970,082)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (670,857) (875,402)
----------- -----------
Net cash (used in) continuing investing activities (670,857) (875,402)
Net cash provided by discontinued investing activities 747,481 1,504,211
----------- -----------
Net cash provided by investing activities 76,624 628,809
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under revolving credit facility 100,998 825,224
Repayment of long term debt (900,000) (500,000)
Principal payments under capital lease obligations (19,305) (62,461)
----------- -----------
Net cash (used in) provided by financing activities (818,307) 262,763
----------- -----------
Net (decrease) increase in cash and cash equivalents (261,464) (78,510)
Cash and cash equivalents at beginning of period 303,128 111,919
----------- -----------
Cash and cash equivalents at end of period $ 41,664 $ 33,409
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 251,647 $ 339,161
Income taxes $ 83,451 $ 64,848
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Capital lease terminations $ -- $ 17,715
Conversion of environmental reserves to debt $ 1,200,000 --
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 have been reclassified to
conform with 2003 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.
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 half of 2002, the
Company had recorded $496,702 in royalty income; $327,838 was recorded in the
second quarter. The Royalty Agreement expired at the end of 2002, and no royalty
income was earned in 2003.
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. 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 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. 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 net of 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.
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 dispute was settled in August 2003; the
Company will receive a total of $200,000 over a period of ten months. The
settlement will not have a material effect on the overall financial position of
the Company or the consolidated statement of operations, and will be accounted
for in the third quarter of 2003.
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
6
DETREX CORPORATION
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 reserves 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 the fourth quarter of 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 have been
operated for approximately nine months. Initial design and operating problems
are currently being addressed. The system will continue to be modified and
evaluated until the end of the year, and if deemed successful, could result in
the design of a larger extraction system. 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. If the test
wells are not considered successful, the Company intends to negotiate with the
EPA for an alternative solution. It is not yet possible to estimate the cost of
a larger extraction system, or assess the probability that one will be
constructed.
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. In the first quarter
of 2003, the Company settled litigation related to remediation at a drum
recycler which the Company had utilized in the late 1980's, and signed an
agreement to pay $1.2 million 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 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 $200,000 for environmental matters in
the first half of 2003, the environmental reserves totaled $6.2 million at June
30, 2003. In 2003, after the reclassification referred to above, the Company
expects to spend approximately $500,000-750,000 for environmental matters and
anticipates spending between $1-2 million for these matters in each of the next
three to four years.
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.
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":
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 and six month periods ended June 30, 2003 and 2002 is as
follows:
Three Months Ended June 30 Six Months Ended June 30
2003 2002 2003 2002
---- ---- ---- ----
Net sales:
Harvel Plastics $ 10,609,182 $ 11,505,841 $ 20,889,577 $ 20,968,567
Elco Corporation 4,797,713 5,131,825 9,503,069 10,326,377
Other (includes intercompany eliminations) -- 12,501 -- 25,002
------------ ------------ ------------ ------------
Total $ 15,403,895 $ 16,650,167 $ 30,392,645 $ 31,319,946
============ ============ ============ ============
Earnings before income taxes:
Harvel Plastics 585,141 701,543 1,165,266 1,066,979
Elco Corporation 522,256 571,611 912,994 1,242,782
Other -- 12,502 -- 25,002
------------ ------------ ------------ ------------
Sub-total 1,107,397 1,285,656 2,078,260 2,334,763
Royalty income -- 327,838 -- 496,702
Corporate administrative and other expense (968,778) (817,200) (1,923,952) (1,571,498)
Corporate interest expense (153,565) (175,237) (308,944) (334,376)
------------ ------------ ------------ ------------
Total income from continuing operations before taxes
$ (14,946) $ 621,057 $ (154,636) $ 925,591
============ ============ ============ ============
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 $39,760 during the second quarter of
2003, compared to net income from continuing operations of $372,608 for the
second quarter of 2002. Net sales for the second quarter of 2003 were
$15,403,895, a decrease of 7.5% compared to sales of $16,650,167 in the second
quarter of 2002. For the first six months of 2003, revenues were $30,392,645, a
decrease of $927,301, or 3.0%, compared to the same period in 2002. The Company
reported a net loss from continuing operations of $155,351 in the first six
months of 2003, compared to net income from continuing operations of $555,285
for the same period in 2002. Results for both the second quarter of 2002 and the
first six months of 2002 were significantly enhanced by royalty income (pre-tax)
of $327,838 and $496,702, respectively (see Note 3). The royalty agreement,
which related to a business sold by the Company in 2000, expired at the end of
2002; therefore, no further royalties will be earned thereunder in 2003.
8
DETREX CORPORATION
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 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, 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 any required environmental remediation . Additionally, net book value of
the properties totalling approximately $712,000 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.
There were no charges to discontinued operations in the second quarter of 2003;
the overall net loss for the quarter was $39,760. For the year to date 2003, the
net loss from continuing operations of $155,351 was reduced by the net gain of
$102,410 from discontinued operations in the first quarter, resulting in an
overall net loss of $52,941.
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 Six Months Ended
June 30 June 30
------- -------
2003 2002 2003 2002
---- ---- ---- ----
$ % $ % $ % $ %
- - - - - - - -
Sales 15,404 100.0 16,650 100.0 30,393 100.0 31,320 100.0
Gross margin 3,579 23.2 4,019 24.1 7,132 23.5 7,630 24.4
Selling, general and administrative expenses 2,657 17.2 2,749 16.5 5,362 17.6 5,261 16.8
Depreciation and amortization 717 4.7 780 4.7 1,496 4.9 1,547 4.9
Net (loss)/income from continuing operations (40) (0.2) 373 2.2 (155) (0.5) 555 1.8
Sales for the second quarter of 2003 decreased by approximately $1.2 million, or
7.5%, compared to the same period in 2002, due to decreases at each of the
Company's business units. Revenues at Harvel Plastics, Inc. ("Harvel") declined
by $897,000, or 7.8%, when compared to the same quarter in 2002, as conditions
remained extremely weak in our markets, commercial and industrial construction.
Revenue at The Elco Corporation ("Elco") declined in the second quarter of 2003
by $337,000, or 6.6%, compared to the same period in 2002, due primarily to
decreased hydrochloric acid sales to semiconductor markets. For the year to date
2003, overall revenues have declined by $927,000, or 3.0%, compared to the first
six months of 2002, primarily due to a $823,000 decrease at Elco.
The gross margin of the Company decreased by approximately $440,000 in the
second quarter of 2003, $498,000 for the year to date, compared to the same
periods a year ago, due primarily to the decrease in revenue at Elco and, to a
lesser extent, Harvel. Company margins expressed as a percentage of sales
decreased from 24.1% in the second quarter of 2002 to 23.2% in the second
quarter of 2003, and from 24.4% in the first half of 2002 to 23.5% in the first
half of 2003, the result of lower volume and increased raw material costs at
both Harvel and Elco, and an adverse shift in product mix at Elco.
9
DETREX CORPORATION
Selling and administrative expenses decreased by approximately $92,000 in the
second quarter of 2003 compared to the second quarter in 2002. The 2002 second
quarter included $90,000 in nonrecurring charges for bad debt and legal fees at
Elco. Cost containment actions initiated across the Company early in 2003 offset
an increase in pension expense of $252,000 in the second quarter, most of which
was recognized at the corporate level. For the first half of 2003, selling and
administrative expense have increased by $101,000 compared to the same period a
year earlier, entirely due to the increase of $579,000 in pension expense.
Decreases in selling expenses, performance based variable compensation, and
other discretionary expenditures have somewhat mitigated the impact of the
increased pension expense.
The provision for depreciation and amortization in the second quarter of 2003 is
approximately $63,000 lower than that recognized in the second quarter of 2002,
due in part to lower levels of capital expenditures in the first half of 2003
compared to prior years.
Interest expense decreased in the second 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, lower average outstanding balances on the
revolver and a $600,000 principal payment of the Industrial Development bonds in
January 2003, offset somewhat by interest accrued on the note payable for the
settlement of the barrel and drum recycler litigation (See Note 5).
For both the three and six months ended June 30, 2003, the provision for income
taxes is the result of state and local income tax expense at the profitable
operating units, partially offset by the federal tax credits at the 34%
statutory rate due to the overall pre-tax operating loss from continuing
operations. For the three and six month periods ended June 30, 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 declined by $897,000, or 7.8%, in the second quarter of 2003,
compared to the second quarter of 2002. For the year to date 2003, revenues are
approximately the same, compared to the same period in the prior year. The
revenue decline in the second quarter of 2003 was due to a 13.7% decrease in
pounds of pipe shipped, due to the continuing weak demand conditions in the
industrial and commercial markets we serve. Partially offsetting the volume
decrease was a 6.9% increase in selling price per pound, primarily due to a
change in product mix and price increases instituted where possible to offset
increases in resin costs, a primary raw material. Gross margins declined by
$159,000 in the second quarter of 2003, compared to the second quarter
of 2002, primarily due to the volume decrease for the period. Expressed as a
percentage of sales, gross margins decreased from 15.2% in the second quarter of
2002 to 15.0% in the second quarter of 2003, as manufacturing inefficiencies
caused by lower volumes more than offset a favorable shift in product mix.
Although resin prices stabilized in the second quarter and are forecast to
remain at current levels through the next quarter, margins will continue to
remain under pressure until the overall economic conditions improve in Harvel's
industrial and commercial markets. For the 2003 year to date, gross margins were
15.3%, compared to 14.8% in the comparable period a year ago. Selling, general
and administrative expenses decreased by $30,000 in the second quarter compared
to the second quarter of 2002, as lower selling expenses, including commissions
and advertising, and tight controls over discretionary expenditures more than
offset an increase of $54,000 in pension expense in the quarter. For the 2003
year to date, the lower selling and advertising expenses have been offset by a
$114,000 increase in pension expense, resulting in a year over year increase of
$35,000 in operating expenses.
10
DETREX CORPORATION
Revenues at Elco declined $337,000, or 6.6%, in the second quarter of 2003,
compared to the same period in 2002. This decline was caused primarily by
continuing weakness in its hydrochloric acid markets, where we experienced a
revenue decline of $277,000 during the comparable period. Revenues for the
domestic lubricant additives product line in the second quarter of 2003 were
approximately equal to those in the same quarter of 2002, while export additive
sales declined by $60,000. Revenues declined $823,000 for the 2003 year to
date, compared to the same period in 2002, due almost entirely to a $726,000
decline in hydrochloric acid sales. Sales for the hydrochloric acid product line
are dependent on general economic activity including the semiconductor industry;
business conditions in this market are weak. Domestic additive sales have
declined $287,000 and export additive sales have increased $190,000 for the same
comparative period. Gross margin declined $236,000 in the second quarter of
2003, compared to the same period in 2002, and for the 2003 year to date,
declined by $594,000, compared to the first half of 2002. Both of these
decreases are primarily attributable to the decrease in revenue. To a lesser
extent, a shift in product mix and raw material cost pressure resulted in a
decline in gross margins, expressed as a percentage of sales, from 30.7% in the
second quarter of 2002, to 27.9% in the second quarter of 2003. Similarly, for
the 2003 year to date, gross margin percentage declined to 27.0%, from 30.6% in
2002. Selling, general and administrative expenses declined by $187,000 in the
second quarter of 2003, compared to the second quarter of 2002. The decline is
due primarily to lower bad debt expense, continued tight controls over
discretionary expenses, and reductions in employee related costs, including
performance based variable compensation. For the 2003 year to date, operating
expenses declined by $261,000 compared to the same period in 2002, due primarily
to the aforementioned reasons, offset somewhat by increases in pension expense.
Liquidity, Financial Condition, and Capital Resources
The Company utilized internally generated funds, the receipt of $1.1 million in
royalty payments (see Note 3) and $583,000 from the sale of the Los Angeles PCT
property (see Note 4) and increased borrowings of $101,000 under its revolving
credit facility to finance its overall operations, $900,000 debt principal
payments and approximately $670,000 in capital expenditures in the first half of
2003. Inventory balances increased by nearly $1.8 million during the first half
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.
Current inventory levels approximate those maintained during 2002. The decline
of $625,000 in accounts receivable during the first half of 2003 was due to the
payment of the $1.1 million Red Spot royalty, offset in part by increases at
Harvel of approximately $650,000 due to higher sales levels in the second
quarter compared to the fourth quarter of 2002. Accounts payable increased by
$284,000, primarily as the result of an increase of $1.2 million at Harvel, due
to its increased purchases of inventory and higher activity levels than at year
end 2002; offsetting this increase were payments of nearly $900,000 for
environmental liabilities which were included in accounts payable at December
31, 2002. Working capital was $497,000 at June 30, 2003, compared to $16,000 at
December 31, 2002.
The increase in other assets is due to a reclassification of the net book value
of excess properties related to the PCT exit out of property, plant and
equipment in the first quarter of 2003 (see Note 4).
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 first quarter due to the $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 on this
note 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 $200,000 for environmental matters in the first half of
2003, the environmental reserves totaled $6.2 million at June 30, 2003. In 2003,
after the reclassification referred to above, the Company expects to spend
approximately $500,000-750,000 for environmental matters and anticipates
spending between $1-2 million for these matters in each of the next three to
four years.
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DETREX CORPORATION
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. The Company was not in
compliance with the net worth covenant at the end of the second quarter of 2003,
due in large part to the charge taken at the end of the first quarter relating
to the PCT exit reserve. Comerica granted a waiver of the default, and an
amendment to the Agreement adjusting the net worth covenant for future periods
was signed on August 11, 2003.
Outlook
The difficult economic conditions the Company experienced in 2001 and 2002 have
continued through the first half of 2003. Results for the first quarter gave
rise to cautious optimism for the remainder of the year; however, operating
results in the second quarter have clearly shown that the forecast improvement
in the domestic economy has not yet materialized. In spite of the continued
difficult operating environment, the management of the Company believes that
cash generated by the operating business units, in combination with cash
proceeds from sales of excess properties, and increased borrowings under its
revolving credit facility, will be sufficient to fund environmental requirements
as well as provide for capital expenditures, pension funding and other operating
needs. However, economic uncertainties due to the continued weakness in both the
domestic and international economies in which we conduct business and
geopolitical issues around the world may have an impact on the Company's ability
to achieve its operating goals. The Company has been, and will continue to be,
closely monitoring its cash and operating situation, and will continue to adjust
its projected outlays on capital projects, control other discretionary spending,
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 the fourth quarter of 2002 for Fields Brook, operation of the
Ashtabula source 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.
12
DETREX CORPORATION
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 $6.2
million accrued for these obligations at June 30, 2003. This is the Company's
best estimate of the costs with respect to environmental matters. There is a
possibility that the environmental reserves may need to be increased in the next
6-24 months, to provide for a larger extraction system for the Ashtabula source
control, if the pilot test well program proves successful. If the test wells are
not not considered successful, the Company intends to negotiate with the EPA for
an alternative solution. At this time, the Company is unable to assess the cost
of a larger extraction system, or assess the probability that one will be
constructed. Based on present knowledge, management does not believe any other
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.
13
DETREX CORPORATION
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 the previous two years 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 more likely than not realizable was calculated based on the tax effect of
future taxable earnings approximating average historical performance and, to a
lesser extent, a forecasted component. Additionally, certain judgments were made
regarding the availability of tax planning strategies. 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%.
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
plan are developed based on historical cost data, actual recent experience, the
near-term outlook, and an assessment of likely long term trends.
14
DETREX CORPORATION
The Company recorded approximately $327,000 in pension expense in the first
quarter of 2003, and an additional $300,000 was recorded in the second quarter
of 2003 based on the results of the actuarial valuation performed in the second
quarter. The Company will be recognizing pension expense of approximately $1.25
million in 2003. Minimum cash funding requirements for the pension plans in 2003
will be approximately $300,000; in 2004, this amount rises to an estimated
$500,000. Changes in interest rates and the market value of securities held by
the pension plans during 2003 could materially affect the underfunded position
of the plans, and impact the level of pension expense and required cash
contributions in 2004 and beyond.
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.
PART II - OTHER INFORMATION
ITEM 4(a) SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
The 76th Annual Meeting of the Stockholders of Detrex Corporation was
held in Southfield, Michigan on the 24th day of April 2003.
Election of Messrs. Emmett, McCleary, and Thalacker as Directors of
the Second Class to hold office for three year terms or until their
successors have been elected and qualify:
Mr. Emmett Mr. McCleary Mr. Thalacker
For 906,216 906,116 881,066
Against -- -- --
Abstain 517,641 517,741 542,791
Messrs. Cox, Mark, King and Zimmer continue as directors.
ITEM 4(b) CONTROLS AND PROCEDURES
As of the end of the period covered by this quarterly report on Form
10-Q, the Company carried out an evaluation, under the supervision
and with the participation of the Company's Disclosure Committee and
the Company's management, including the Chiefs Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and
procedures pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e).
Based upon that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that the Company's disclosure controls
and procedures are effective in timely alerting them to material
information relating to the
15
DETREX CORPORATION
Company required to be included in the Company's periodic SEC filings.
No change in the Company's internal control over financial reporting
occurred during the Company's most recent fiscal quarter that
materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed with this report:
Exhibit 10 - Fifth Amendment to Credit Agreement dated August 11,
2003
Exhibit 31(a) - Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Exhibit 31(b) - Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Exhibit 32 - Certification Pursuant to Section 906 of the Sarbanes
Oxley Act of 2002
(b) There were no reports on Form 8-K filed during the second quarter of
2003.
16
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 8/14/03 /s/ T. E. Mark
--------- --------------------------------------------
T. E. Mark
President and Chief Executive Officer
Date 8/14/03 /s/ S. J. Quinlan
--------- --------------------------------------------
S. J. Quinlan
Vice President-Finance, Treasurer, & Chief
Financial Officer
17
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
Exhibit 10 - Fifth Amendment to Credit Agreement dated August 11,
2003
Exhibit 31(a) - Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Exhibit 31(b) - Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Exhibit 32 - Certification Pursuant to Section 906 of the Sarbanes
Oxley Act of 2002