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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 September 30, 2002 Commission file number 0-784
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DETREX CORPORATION
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(Exact name of registrant as specified in its charter)
Michigan 38-0480840
- --------------------------------- -----------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
24901 Northwestern Hwy., Ste. 500, Southfield, MI 48075
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (248) 358-5800
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Securities registered pursuant to section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
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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
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As of November 14, 2002 1,583,414 shares of the registrant's stock
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were outstanding.
DETREX CORPORATION
INDEX
PART I FINANCIAL INFORMATION PAGE
- ------ --------------------- ----
Item 1 Condensed Consolidated Balance Sheets-
September 30, 2002 and December 31, 2001 3
Condensed Consolidated Unaudited Statements
of Operations For the Three and Nine Months
Ended September 30, 2002 and 2001 4
Condensed Consolidated Unaudited Statements
of Cash Flows for the Nine Months
Ended September 30, 2002 and 2001 5
Notes to Condensed Consolidated Unaudited
Financial Statements 6-8
Item 2 Management's Discussion and Analysis of
Interim Financial Information 9-13
Item 4 Controls and Procedures 13
PART II OTHER INFORMATION
Item 6 Exhibits and Reports on Form 8-K 13
SIGNATURES 14
CERTIFICATIONS 15
2
DETREX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
UNAUDITED AUDITED
September 30, 2002 December 31, 2001
------------------ -----------------
ASSETS
Current Assets:
Cash and cash equivalents $ 592,692 $ 111,919
Accounts receivable (net of allowance for uncollectible accounts
of $498,000 in 2002 and $715,000 in 2001) 8,312,932 9,081,151
Note Receivable 214,856 --
Inventories:
Raw materials 3,008,826 2,709,609
Work in process -- 56,103
Finished goods 5,143,547 6,392,197
------------ ------------
Total Inventories 8,152,373 9,157,909
Prepaid expenses and other 685,742 834,688
Deferred income taxes 2,587,724 2,690,493
------------ ------------
Total Current Assets 20,546,319 21,876,160
Land, buildings, and equipment-net 17,393,451 18,797,084
Property held for sale 2,818,818 2,818,818
Prepaid pensions 1,612,302 1,630,526
Deferred income taxes 3,908,532 4,155,059
Other assets 482,253 480,839
------------ ------------
$ 46,761,675 $ 49,758,486
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Loans payable $ 8,925,189 $ 8,366,792
Current portion of long-term debt 600,000 500,000
Current maturities of capital leases 61,979 111,553
Accounts payable 3,806,571 6,647,108
Environmental reserve 2,220,000 2,220,000
Accrued compensation 421,844 519,244
Other accruals 2,560,839 3,015,516
------------ ------------
Total Current Liabilities 18,596,422 21,380,213
Long term portion of capital lease obligations 37,084 73,154
Long-term debt 1,800,000 2,400,000
Accrued postretirement benefits 3,716,019 3,561,019
Environmental reserve 5,592,324 6,275,223
Accrued pensions and other 3,240,641 3,102,865
Minority interest 2,736,308 2,628,481
Stockholders' Equity:
Common capital stock, $2 par value, authorized 4,000,000 shares,
Outstanding 1,583,414 shares 3,166,828 3,166,828
Additional paid-in capital 22,020 22,020
Accumulated other comprehensive income (1,836,501) (1,836,501)
Retained earnings 9,690,530 8,985,184
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Total Stockholders' Equity 11,042,877 10,337,531
------------ ------------
$ 46,761,675 $ 49,758,486
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SEE NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
3
DETREX CORPORATION
CONDENSED CONSOLIDATED UNAUDITED STATEMENTS OF OPERATIONS
Three Months Ended Nine Months Ended
September 30 September 30
2002 2001 2002 2001
---- ---- ---- ----
Net sales $ 15,276,383 $ 14,651,239 $ 46,596,329 $ 46,027,209
Cost of sales 11,494,483 10,970,782 35,184,594 34,844,950
Selling, general and administrative expenses 2,741,430 2,585,155 8,002,093 7,669,142
Provision for depreciation and amortization 770,285 812,821 2,317,213 2,503,023
Net loss from property transactions -- -- 2,848 --
Royalty income (276,536) (172,208) (773,238) (172,208)
Other deductions and (income) 33,215 3,162 (8,859) 11,801
Minority interest 49,374 62,902 147,579 204,101
Interest expense 185,259 181,119 519,635 506,683
------------ ------------ ------------ ------------
Income from continuing operations
Before income taxes 278,873 207,506 1,204,464 459,718
Provision for income taxes 128,812 107,953 499,118 206,488
------------ ------------ ------------ ------------
Net income from continuing operations 150,061 99,553 705,346 253,230
Loss from discontinued operations, net of taxes -- (609,206) -- (1,548,796)
------------ ------------
Net income (loss) $ 150,061 $ (509,653) $ 705,346 $ (1,295,566)
============ ============ ============ ============
Basic and diluted earnings (loss) per common share:
From continuing operations $ 0.09 $ 0.06 $ 0.45 $ 0.16
From discontinued operations -- (0.38) -- (.98)
------------ ------------ ------------ ------------
Net income (loss) per share $ 0.09 $ (0.32) $ 0.45 $ (0.82)
============ ============ ============ ============
Number of shares outstanding (basic and diluted) 1,583,414 1,583,414 1,583,414 1,583,414
SEE NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
4
DETREX CORPORATION
CONDENSED CONSOLIDATED UNAUDITED STATEMENTS OF CASH FLOWS
Nine Months Ended
September 30
------------
2002 2001
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 705,346 $(1,295,566)
Adjustments to reconcile net income (loss) to net cash provided by:
Loss from discontinued operations -- 1,548,796
Depreciation and amortization 2,317,213 2,503,023
Loss on disposal of property 2,848 --
Deferred income taxes 349,296 97,833
Minority interest 107,827 144,101
Changes to operating assets and liabilities that provided (used) cash:
Accounts receivable (2,014,929) 200,091
Inventories (211,564) (434,280)
Prepaid expenses and other 171,295 (7,282)
Other assets 3,381 (38,272)
Accounts payable (503,307) 2,185,720
Environmental reserve (431,812) (1,761,857)
Accrued compensation 142,336 (340,496)
Other accruals 255,533 397,148
Postretirement benefits 155,000 --
----------- -----------
Total adjustments 343,117 4,494,525
----------- -----------
Net cash provided by continuing operating activities 1,048,463 3,198,959
Net cash (used in) discontinued operating activities (986,363) (2,270,322)
----------- -----------
Net cash provided by operating activities 62,100 928,637
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (1,387,993) (1,714,141)
----------- -----------
Net cash (used in) continuing investing activities (1,387,993) (1,714,141)
Net cash provided by (used in) discontinued investing activities 1,833,913 (685,823)
----------- -----------
Net cash provided by (used in) investing activities 445,920 (2,399,964)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under revolving credit facility 558,397 2,022,447
Repayment of long term debt (500,000) (600,000)
Principal payments under capital lease obligations (85,644) (129,211)
----------- -----------
Net cash (used in) provided by financing activities (27,247) 1,293,236
----------- -----------
Net increase(decrease) in cash and cash equivalents 480,773 (178,091)
Cash and cash equivalents at beginning of period 111,919 363,829
----------- -----------
Cash and cash equivalents at end of period $ 592,692 $ 185,738
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 530,634 $ 635,331
Income taxes $ 95,848 $ 115,500
SEE NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
5
DETREX CORPORATION
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
1. In the opinion of the Company, the accompanying condensed consolidated
unaudited financial statements reflect all adjustments (consisting of normal
recurring accruals) necessary to present fairly the results of operations for
the periods presented. Certain amounts for 2001, including the presentation of
the Company's former paint subsidiary and Parts Cleaning Technologies ("PCT")
segments (See Notes 2 & 4) as discontinued operations, have been reclassified to
conform with 2002 classifications. The information furnished for the three and
nine month periods may not be indicative of results to be expected for the full
year.
2. Effective September 30, 2000, the Company completed the sale of the assets,
excluding real estate, of its paint subsidiary to Red Spot Paint & Varnish Co.,
for $11.1 million. The sale resulted in a net gain of $2.6 million. The real
property related to this discontinued segment is currently held for sale.
3. Under the terms of a Royalty Agreement between Detrex and Red Spot, Red Spot
paid Detrex royalties of approximately $459,000 in February, 2002 relating to
incremental sales of certain products in 2001; this amount was recorded in
royalty income in 2001. Approximately $172,000 of this royalty income was earned
in the third quarter and the year to date 2001. For the first nine months of
2002, the Company has recorded approximately $773,000 in royalty income,
approximately $277,000 in the third quarter, for incremental sales of these
certain products in 2002. The Company expects that additional income will be
recorded during the remainder of 2002; the amount is dependent on automotive
industry sales and the performance of the applicable products. The Royalty
Agreement expires at the end of 2002, with receipt of the 2002 royalties due in
February, 2003.
4. The Company announced an exit plan from its PCT segment in 2001, and in
accordance with APB Opinion 30, has treated this segment as a discontinued
operation for all periods presented. In the fourth quarter of 2001, the Company
recorded a pre-tax charge to income of $6.7 million to account for the exit.
This charge included an addition of $3.7 million to the environmental reserves
to remediate owned and leased properties, $2.0 million to write down certain
assets to their estimated net realizable value, and $1.0 million in net
estimated future operating losses and exit costs. While the exit cost and
environmental remediation estimates recorded in 2001 were based on the best
available information at December 31, 2001, substantial uncertainties remain
until the properties relating to this discontinued segment are remediated and
disposed of. The estimate may be significantly impacted by the salability of
real estate related thereto, and other factors. The Company spent approximately
$251,000 in the first nine months of 2002, approximately $117,000 of that in the
third quarter, on environmental matters relating to the PCT properties.
Significant activity has occurred in the first nine months of 2002 to
effect the exit of the PCT segment. Effective June 1, 2002 the Company sold
certain assets, including inventories, of its solvent distribution and waste
business ("Solvents Division"), to the former president of that division, for a
total of approximately $845,000. The Company received $300,000 at closing, and
is holding a promissory note for the remainder, which is scheduled to be paid in
installments before the end of 2002; two installments totalling approximately
$329,000 were received in the third quarter of 2002. The Company has retained
the real properties related to this business, and the purchaser is leasing a
number of properties on a short term basis. For those properties where there is
no tenant, operations have been shut down, and regulatory closure is being
pursued. In addition, on January 17, 2002 the Company consummated the sale of
the Equipment Division (a business within the PCT segment) to Farr
Manufacturing, which is located in Parkersburg, West Virginia. Under the terms
of the transaction, the Company received $1.2 million on January 17, 2002, and
expects to receive up to an additional $200,000 from Farr in the fourth quarter
of 2002, for a total of $1.4 million, after final sale price adjustments. A
pre-tax loss of $340,000 on the sale was included in the overall PCT exit charge
in 2001.
The pre-tax loss from operations of the PCT segment in the first nine months of
2001 of approximately $2,347,000 ($922,000 in the third quarter of 2001) was
reclassified to discontinued operations. During the first nine months of 2002,
pre-tax operating losses for PCT totaling approximately $708,000 ($86,000 in the
third quarter) were charged
6
DETREX CORPORATION
to the reserve for exit costs. This charge, in addition to severance payments,
legal and other exit costs netted against proceeds from the sale resulted in
approximately $555,000 remaining in the reserve for future operating costs,
carrying costs and other non-environmental exit costs. The Company is tracking
expenditures charged to the exit reserve, and at this time, believes that the
reserve is adequate.
5. 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 is substantially complete, and is
expected to be finished in the fourth quarter of 2002. The Company believes that
the majority of the activities regarding this site for which it shared financial
responsibility have ended. With respect to ongoing operation and maintenance
responsibility for the Fields Brook site, it appears unlikely the Company will
be transferring its liability to third parties, and will fund its share of the
operating and maintenance costs on an ongoing basis.
The Company was also a potentially responsible party for the
remediation of a drum and barrel recycler which the Company used in the late
1980's. The potentially responsible parties entered into an agreement to, among
other things, jointly defend the cost claims of the EPA. A dispute arose between
the potentially responsible companies which resulted in the filing of a lawsuit.
A judgment was entered against the Company in the amount of $750,000 plus
interest and attorney fees. The Company has reserved for this judgment and after
completion of the appeals process, the Company is negotiating a resolution of
its obligations with the opposing parties.
The Company maintains a reserve for anticipated expenditures over the
next several years in connection with remedial investigations, feasibility
studies, remedial design and remediation relating to the clean up of
environmental contamination at several sites, including properties owned by the
Company. Some of these studies have been completed; others are ongoing. In some
cases the methods of remediation remain to be agreed upon. The Company performs
regular reviews of its reserves for environmental matters. The amount of the
reserves at 9/30/02 and 12/31/01 were $7.8 million and $8.5 million,
respectively. The Company increased the reserve by approximately $5.7 million at
the end of 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 million in costs
primarily for completion of the Fields Brook superfund project and associated
sites, including the Company's own property in Ashtabula, Ohio. The reserve also
includes provisions for costs that are expected to be incurred in connection
with remediation of other sites. In the first nine months of 2002, the Company
charged approximately $683,000 to the environmental reserves.
The Company's estimates of liability with respect to remediation of
other sites, including the discontinued PCT properties, and the Company's
estimates of liability with respect to several other claims and lawsuits against
the Company, were based on available data. The Company has established its
reserves in accordance with its interpretation of the principles outlined in the
Statement of Financial Accounting Standards No. 5 and Securities and Exchange
Commission Staff Accounting Bulletin No. 92. In the event that any additional
accruals should be required in the future with respect to such matters, the
amounts of such additional accruals could have a material impact on the results
of operations to be reported for a specific accounting period and could have a
material impact on the Company's consolidated financial position.
7
DETREX CORPORATION
6. The Company has two operating segments that meet the quantitative thresholds
of Statement of Financial Accounting Standards No. 131, "Disclosures about
Segments of an Enterprise and Related Information":
- Harvel Plastics - manufacturer of high quality PVC and CVPC
pipe and custom extrusions
- Elco Corporation - manufacturer of high performance specialty
chemicals including lubricant additives, fine chemicals, and
hydrochloric acid
See Note 4 regarding the Parts Cleaning Technologies exit.
Data for the three and nine month periods ended September 30, 2002 and 2001 is
as follows:
Three Months Ended Nine Months Ended
September 30 September 30
-------------------- --------------------
2002 2001 2002 2001
---- ---- ---- ----
Net sales:
Harvel Plastics $ 10,277,359 $ 9,983,413 $ 31,245,926 $ 31,746,531
Elco Corporation 4,986,522 4,664,020 15,312,899 14,429,876
Other (includes intercompany eliminations) 12,502 3,806 37,504 (149,198)
------------ ------------ ------------ ------------
Total $ 15,276,383 $ 14,651,239 $ 46,596,329 $ 46,027,209
============ ============ ============ ============
Income (loss) from continuing operations
before income taxes:
Harvel Plastics 536,436 660,853 1,603,417 2,194,459
Elco Corporation 552,939 402,778 1,795,721 979,365
Other (36,588) 12,501 (11,586) 37,500
------------ ------------ ------------ ------------
Sub-total 1,052,787 1,076,132 3,387,552 3,211,324
Royalty Income 276,536 172,208 773,238 172,208
Corporate administrative and other expense (865,191) (859,715) (2,436,691) (2,417,131)
Corporate interest expense (185,259) (181,119) (519,635) (506,683)
------------ ------------ ------------ ------------
Total income from continuing operations
before income taxes $ 278,873 $ 207,506 $ 1,204,464 $ 459,718
============ ============ ============ ============
8
DETREX CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF INTERIM FINANCIAL INFORMATION
Results of Operations
Detrex Corporation and its consolidated subsidiaries ("the Company") earned a
pre-tax income from continuing operations of $278,873 in the third quarter of
2002, compared to pre-tax earnings from continuing operations of $207,506 for
the same period in 2001. After provision for income taxes, net income from
continuing operations for the quarter ended September 30, 2002 was $150,061,
compared to net income from continuing operations of $99,553 for the comparable
period in 2001. For the first nine months of 2002, the Company reported pre-tax
earnings from continuing operations of $1,204,464, compared to $459,718 in the
year ago period. Net income from continuing operations in the first nine months
of 2002 increased to $705,346 compared to net income from continuing operations
of $253,230, year to date 2001. These results were significantly impacted by
pre-tax royalty income of $276,536 in the third quarter of 2002 and $773,238 for
the first nine months of 2002, from Red Spot Paint & Varnish, for incremental
sales of certain products during those periods (See Note 3). In 2001, $172,208
of royalty income was earned in the third quarter and for the year to date
period. The royalty agreement expires at the end of 2002, with receipt of the
2002 royalties due in February, 2003.
Summarized below is selected operating data for the current fiscal period and
the comparable data for the same period last year (in thousands):
Three Months Ended Nine Months Ended
Sept 30 Sept 30
--------------------------------- ---------------------------------
2002 2001 2002 2001
--------------- --------------- --------------- ---------------
$ % $ % $ % $ %
- -------------------------------------------- ------ ------ ------ ------ ------ ------ ------ ------
Sales 15,276 100.00 14,651 100.00 46,596 100.00 46,027 100.00
Gross margin 3,782 24.8 3,681 25.1 11,413 24.5 11,182 24.3
Selling, general and administrative expenses 2,741 17.9 2,585 17.6 8,002 17.2 7,669 16.7
Depreciation and amortization 770 5.0 813 5.5 2,317 5.0 2,503 5.4
Net income from continuing operations 150 1.0 100 0.7 705 1.5 253 0.5
Sales increased approximately $625,000, or 4.3%, in the third quarter of 2002,
compared to the same period in the prior year. Increases were recorded for both
of the Company's business units. It should be noted that the third quarter of
2001 reflects the slow down following the September 11 terrorist attacks.
Business conditions in the third quarter of 2002 remained weak in the markets
served by the Company. Sales for the year 2002 to date increased by
approximately $569,000, or 1.2%, compared to the same period in the prior year,
which was more than accounted for by the increase in revenues at The Elco
Corporation ("Elco").
The gross margin of the Company increased in the third quarter of 2002 by
approximately $100,000 compared to the same period in the prior year, and is due
to increases of approximately $200,000 at Elco, which offset margin
deterioration at Harvel Plastics ("Harvel"), where margins declined by $100,000.
Expressed as a percentage of sales, overall gross margins declined to 24.8% in
the third quarter of 2002, compared to 25.1% in the third quarter of 2001. This
deterioration in margin percentage is attributable to the decline in margin
percentage at Harvel, caused by pricing pressures due to weak demand in its
markets, which more than offset improved margin percentage at Elco.
Selling, general and administrative expenses increased by $156,000, or 6.0%,
compared to the third quarter of 2001; the year to date increase was $333,000
compared to the prior year. These increases are primarily due to increased
9
DETREX CORPORATION
costs for employee benefit programs, recording of pension expense in 2002 as
opposed to net pension credits in 2001, and accrued performance based variable
compensation.
The provision for depreciation and amortization for both the third quarter and
the year to date periods in 2002 is lower than in the comparable periods in 2001
as a result of lower provisions for the Elco production facility in Ashtabula,
Ohio and asset write downs at the corporate office taken at the end of 2001.
On a consolidated basis, interest expense remained essentially the same for both
the three month and the year to date periods when compared to the same periods
in the prior year.
The provision for income taxes was approximately 41.5% of the pre-tax income
from continuing operations in 2002, comprised of 7.5% for state and local tax
expense and the statutory 34% federal rate, compared to the overall year to date
provision in 2001 of 45%.
Results of Operations - Segment Disclosure
Harvel's revenues increased for the third quarter of 2002 by approximately
$294,000, or 2.9%, compared to the same period in the prior year, on a 3.5%
increase in pounds shipped. Demand in the commercial and industrial construction
markets continues to be relatively weak and inconsistent, reflecting the overall
weakness in the manufacturing sector. The weak market demand, coupled with
excess supply capacity and fluctuating raw material costs, resulted in highly
competitive conditions and partial inability to pass along raw material cost
increases. Resin costs, which had increased 52% in the first six months of 2002,
have stabilized in the third quarter, and are expected to decline moderately
through the end of the year. Consistent with second quarter performance,
earnings declined in spite of the increased volume, primarily due to pressure on
gross margins. Gross margins declined in absolute terms by $96,000 in the third
quarter of 2002, compared to the same period in 2001, and declined when
expressed as a percentage of sales by 1.4 percentage points, primarily due to
pricing pressure, increased facility costs, and to a lesser extent, a shift in
product mix towards less profitable product lines. For the nine month period
ended September 30, 2002, gross margin was $4.7 million, or 14.9% of sales,
compared to $5.3 million, or 16.8% of sales, in the same period in 2001.
Selling, general and administrative expenses increased $53,000, or 5.4%, in the
third quarter compared to the same quarter in 2001, primarily due to continued
increases in employee benefit costs, and slightly higher selling expenses. For
the year to date period in 2002, selling general and administrative expenses
were essentially the same as the year ago period, as increases in health
insurance costs and elimination of pension credits were almost entirely offset
by lower sales expenses, primarily commissions.
Elco Corporation reported a third quarter 2002 revenue increase of $320,000, or
6.9%, compared to the third quarter of 2001, and revenues have increased
approximately $880,000, or 6.1%, for the nine month period ended September 30,
compared to the respective periods in the prior year. The revenue increases are
driven primarily by continued increases in domestic additive sales; the increase
was approximately $320,000 in the third quarter, and $860,000 year to date 2002,
both compared to the same periods in 2001. These increases are approximately 11%
for both the quarter and year to date periods and are due to continued market
penetration by the direct sales force as well as commercialization of new
products. Export additive sales have declined by approximately 5% for the year
to date period, but export sales seem to have stabilized at these levels.
Hydrochloric acid sales improved by approximately 6.5% in the third quarter,
compared to the same quarter in 2001, and have increased 5.1% for the year to
date period compared to 2001, as volumes for several of our largest customers
began to increase.
Elco's third quarter gross margin of $1.5 million represents an 18.6%
improvement over the year ago quarter's $1.3 million, and is due to the
increased volume, continued favorable raw material prices, and fixed cost
absorption from increased tolling business (manufacturing products for other
industrial suppliers). For the year to date period in 2002, gross margins
totalled $4.7 million, an increase of $1.1 million compared to the same period
in 2001, due principally to the same dynamics experienced in the third quarter.
Selling, general, and administrative expenses increased by approximately $90,000
in the third quarter of 2002, compared to the third quarter of 2001, and is
primarily due to increased provisions for performance based variable
compensation. For the year to date period
10
DETREX CORPORATION
2002, selling and administrative expenses have increased by approximately
$320,000, or 12.5%, compared to the same period in 2001. This increase is due
primarily to a provision in the second quarter for bad debt and legal fees
relating to a former international distributor, and increased provisions for
performance based variable compensation.
Liquidity, Financial Condition, and Capital Resources
The Company utilized internally generated funds, the receipt of $1.2 million
from the sale of the Equipment Division (a business within the PCT segment),
$629,000 from the sale of certain assets of the Solvents Division (another
business within the PCT segment; see Note 4) and increased borrowings of
approximately $558,000 under the revolving credit facility to finance the
Company's overall operations, a $500,000 reduction in long term debt, $683,000
in environmental expenditures and approximately $1.4 million in capital
expenditures in the first nine months of the year. Accounts payable were reduced
by $2.8 million during the first nine months of the year, as a result of the
payment of $1.1 million of environmental liabilities which were included in
accounts payable at December 31, 2001; additionally, the buyer of the Equipment
Division assumed approximately $1.0 million in accounts payable of that
division. Further reductions in accounts payable in the amount of $1.2 million
were realized due to the wind down of the Solvents Division, whose operations
were sold effective June 1, 2002. Offsetting these reductions in accounts
payable were increases at both Elco and Harvel due to higher levels of business
activity during the third quarter of 2002 than in the fourth quarter of 2001.
Inventory balances were reduced by approximately $1.0 million during the first
nine months of the year; approximately $550,000 relates to the sale of the
Equipment Division, and the remainder relates to the inventory sold in the
Solvents Division transaction. The net decrease of $770,000 in accounts
receivable during the first nine months of 2002 was due to the sale of the
Equipment Division, including the majority of its receivables and the
liquidation of accounts receivable for the Solvents Division; these decreases
were partially offset by increases at both Harvel and Elco totaling $1.9
million, resulting from third quarter 2002 sales which were higher than sales
during the fourth quarter of 2001. The note receivable of $215,000 relates to
the sale of the business and certain assets of the Solvents Division. Working
capital was $1.95 million at September 30, 2002 compared to $496,000 at December
31, 2001.
Long term debt was reduced $500,000 by the scheduled principal payment on the
Industrial Development Bonds in January, 2002.
The Company performs regular reviews of its reserves for environmental matters.
The amounts of the reserves at September 30, 2002 and December 31, 2001 were
$7.8 million and $8.5 million, respectively. Approximately $683,000 was charged
to the environmental reserves in the first nine months of 2002, and the Company
projects that an additional $500,000 will be spent in the fourth quarter. The
Company anticipates spending approximately $2 million per year for its
environmental obligations for the next two to three years. The Company believes
that cash proceeds from sales of excess properties, in combination with cash
generated by the operating business units and increased borrowings, will be
sufficient to fund the environmental requirements as well as provide for capital
expenditures and other operating needs. The Company will be closely monitoring
its cash situation, and will adjust its projected outlays on capital projects,
and to the extent possible, environmental issues, as the situation demands.
Risks and Uncertainties
The Company has utilized the best available information to estimate its
liability with respect to environmental issues. Cost estimates are reviewed
periodically to assess changed conditions, and adjustments to recorded amounts
are made if the changed conditions have a significant effect on cost estimates.
The Company recorded a $5.7 million increase in its environmental reserves in
2001. Of this amount, $3.7 million was recorded as part of the PCT exit costs
for estimated closure costs and remediation of certain properties, and $2.0
million related to continuing operations. These estimates were based on input
from internal company sources and third party reviews of estimated costs for
characterization, closure, remediation, and monitoring for each of the sites,
and are believed to be sufficient. However, such estimates for remediation, as
well as other environmental
11
DETREX CORPORATION
factors, could change significantly in future periods to reflect new laws,
regulations or regulatory approaches, advances in remediation technologies,
changes in remediation approaches, additional sites requiring remediation, or
the discovery of additional contamination. It is not possible to determine
whether additional loss, due to such changed circumstances, will occur or to
reasonably estimate the amount or range of any potential additional loss.
Critical Accounting Estimates
The management of the Company has evaluated the accounting policies used in the
preparation of the accompanying financial statements and related notes and
believes those policies to be reasonable and appropriate. We believe that the
most critical accounting policies applied in the preparation of our financial
statements relate to accounting for contingencies, particularly environmental
contingencies, and the reserve for the PCT exit, and to accounting for pensions
and other postretirement benefits, because of the significant use of estimates,
and the importance of management's judgments relating to these estimates.
Contingencies require management to exercise judgment both in determining the
likelihood that a liability exists, and then in estimating or quantifying the
amount of the liability. The most significant contingencies impacting our
financial statements are environmental remediation costs, both PCT and non-PCT
related (See Note 5), and the reserve for the PCT exit (See Note 4). Management
meets regularly to review such issues, and makes use of both internal and
third party data to provide a basis for the estimates used to prepare the
financial statements.
Accounting for pensions and other post retirement benefits involves estimating
the cost of benefits to be provided in the future and attributing that cost over
the time period each employee works. Significant estimates and assumptions are
used in calculating these amounts, particularly as they relate to inflation,
investment returns, salary increases, discount rate, employee turnover, trends
in medical costs and mortality. The Company relies on the input of an actuarial
firm to estimate the appropriate factors in determining the proper accounting
for pensions and post-retirement benefits. The Company's pension plans have
experienced negative returns during 2002, principally as a result of adverse
experience in the equity markets during the year. These negative returns,
coupled with a possible lowering of the discount rate used to calculate the
present value of the plan liabilities, could cause the plans to become further
underfunded at the end of 2002. This would result in a charge to accumulated
other comprehensive income (a component of shareholder's equity), and would
likely result in a technical violation in the net worth covenant of our credit
agreement. In such event, we believe that we would be able to obtain a waiver
or an amendment of the covenant from the lender; however, there can be no
assurance that we would be successful in this effort. The adverse investment
returns and change in discount rate assumptions will likely increase pension
expense to be recorded in future years; however, the Company does not believe
that funding requirements in 2003, currently projected at approximately
$200,000, will be materially affected.
The amounts recorded in the accompanying financial statements related to
environmental and litigation contingencies, the PCT exit reserve, and pension
and post-retirement benefits, are based on the best estimates and judgments of
the Company management, although actual results could differ from these
estimates.
Other
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
12
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 report and elsewhere are
intended to be made pursuant to the safe harbor provisions of the 1995 Reform
Act. Factors that could cause results to differ materially from those projected
in the forward-looking statements include: market conditions, cooperation of
lenders, environmental remediation costs, liquidation value of assets, costs to
exit leased facilities, cost and availability of environmental liability
insurance, marketability of real estate, availability of buyers, execution of
projects in backlog, retention of key personnel and other factors.
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
Exhibit 99 - Certification Pursuant to Section 906 of the Sarbanes
Oxley Act of 2002
13
DETREX CORPORATION
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
DETREX CORPORATION
Date 11/14/02 T.E. Mark
---------- --------------------------------------------------
T.E. Mark
President and Chief Executive Officer
Date 11/14/02 S.J. Quinlan
---------- --------------------------------------------------
S.J. Quinlan
Treasurer, Controller and Chief Accounting Officer
14
CERTIFICATION PURSUANT TO RULE 13A-14 OR 15D-14 OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Thomas E. Mark, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Detrex
Corporation;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Dated: November 14, 2002
By: /s/ Thomas E. Mark
--------------------------
Thomas E. Mark
President and
Chief Executive Officer
15
CERTIFICATION PURSUANT TO RULE 13A-14 OR 15D-14 OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Steven J. Quinlan, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Detrex
Corporation;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Dated: November 14, 2002
By: /s/ Steven J. Quinlan
------------------------------------------
Steven J. Quinlan
Treasurer, Controller and Chief Accounting Officer
16
10-Q EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
EX-99 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002