<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996 Commission file number 0-784
------------------ -----
DETREX CORPORATION
------------------------------------------------------
(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
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (810) 358-5800
--------------
Securities registered pursuant to section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
------------------- ---------------------
None None
Securities registered pursuant to Section (g) of the Act:
Common Capital Stock, $2 Par Value
----------------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months
and (2) has been subject to such filing requirements for the past 90 days.
YES X NO
------ -----
As of October 1, 1996 1,583,414 shares of the registrant's stock were
outstanding.
<PAGE> 2
DETREX CORPORATION
INDEX
<TABLE>
<CAPTION>
PART I FINANCIAL INFORMATION PAGE
------ --------------------- ----
<S> <C> <C>
Item 1 Consolidated Condensed Balance Sheets-
September 30, 1996 and December 31, 1995 3
Consolidated Condensed Unaudited Statements
of Operations -For the Quarter and Nine Months
Ended September 30, 1996 and 1995 4
Consolidated Unaudited Statements of Cash Flows-
Nine Months Ended September 30, 1996 and 1995 5
Notes to Consolidated Condensed Unaudited
Financial Statements 6-7
Item 2 Management's Discussion and Analysis of
Interim Financial Information 8-9
PART II OTHER INFORMATION
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Item 6 Exhibits and Reports on Form 8-K 10
SIGNATURES 11
</TABLE>
2
<PAGE> 3
DETREX CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
UNAUDITED AUDITED
September 30, December 31,
------------- -------------
1996 1995
---- ----
ASSETS
- ------
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 600,682 $ 2,764,360
Accounts receivable (less allowance for uncollectible accounts
of $434,000 in 1996 and $459,000 in 1995) 18,945,878 13,956,017
Refundable U.S. income taxes 3,040,772
Inventories:
Raw materials 2,990,324 2,861,900
Work in process 494,044 678,339
Finished goods 5,379,076 4,897,266
------------ -----------
Total Inventories 8,863,444 8,437,505
Prepaid expenses and other 891,503 978,819
Deferred income taxes 1,957,835 1,991,087
------------ -----------
Total Current Assets 31,259,342 31,168,560
Land, buildings, and equipment-net 19,241,493 20,136,691
Land, buildings, and equipment held for sale or lease 2,664,773 2,664,773
Prepaid pensions 1,269,542 1,226,348
Deferred income taxes 1,207,520 1,412,973
Other assets 951,107 1,049,376
------------ -----------
$ 56,593,777 $57,658,721
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current Liabilities:
Loans payable-short-term $ 7,845,870 $ 8,500,000
Current portion of capital lease obligations 404,967 606,779
Accounts payable 10,385,665 9,007,603
Environmental reserve 1,027,000 1,527,000
Accrued compensation 431,789 643,089
Accrued expenses - non- active locations 83,336 558,319
Other accruals 3,588,426 4,008,678
------------ -----------
Total Current Liabilities 23,767,053 24,851,468
Long term portion of capital lease obligations 460,480 518,258
Accrued postretirement benefits 4,255,885 3,985,885
Environmental reserve 8,225,579 8,681,199
Minority interest 1,736,429 1,586,221
Accrued pensions 1,096,056 1,142,388
Stockholders' Equity:
Common capital stock, $2 par value, authorized 4,000,000 shares,
outstanding 1,583,414 shares 3,166,828 3,166,828
Additional paid-in capital 22,020 22,020
Retained earnings 13,863,447 13,704,454
------------ -----------
Total Stockholders' Equity 17,052,295 16,893,302
------------ -----------
$ 56,593,777 $57,658,721
============ ===========
</TABLE>
SEE NOTES TO CONSOLIDATED CONDENSED UNAUDITED FINANCIAL STATEMENTS
3
<PAGE> 4
DETREX CORPORATION
CONSOLIDATED CONDENSED UNAUDITED STATEMENT OF
OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $25,059,684 $25,373,392 $73,371,217 $72,788,071
Cost of sales 19,586,641 19,934,182 56,687,357 56,484,690
Selling, general and administrative expenses 4,468,373 4,813,290 13,553,165 14,814,205
Provision for depreciation and amortization 810,682 823,362 2,396,415 2,534,296
Other income and deductions (150,569) (271,779) (457,756) (431,268)
Minority interest 58,590 54,443 210,208 169,656
Interest expense 241,500 213,617 756,612 634,371
----------- ----------- ----------- -----------
Income (loss) before income taxes 44,467 (193,723) 225,216 (1,417,879)
Provision (credit) for income taxes 9,653 (1,653) 66,223 (518,049)
----------- ----------- ----------- -----------
Net income (loss) $ 34,814 $ (192,070) $ 158,993 $ (899,830)
=========== =========== =========== ===========
Net income (loss) per common share $ .02 $ (.12) $ .10 $ (.57)
=========== =========== =========== ===========
</TABLE>
SEE NOTES TO CONSOLIDATED CONDENSED UNAUDITED FINANCIAL STATEMENTS
4
<PAGE> 5
DETREX CORPORATION
CONSOLIDATED UNAUDITED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Nine Months Ended
September 30
--------------------------
1996 1995
----------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 158,993 $ (899,830)
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Depreciation and amortization 2,396,415 2,534,296
(Gain)/ Loss on disposal of property 18,446 (198,259)
Deferred income taxes 238,704 183,798
Minority interest 150,208 19,655
Changes to operating assets and liabilities that provided (used) cash:
Accounts receivable (4,989,861) 326,426
Refundable U.S. income taxes 3,040,772
Inventories (425,939) (199,785)
Prepaid expenses and other 87,316 (236,951)
Other assets (7,724) 37,316
Accounts payable 1,378,062 (1,609,121)
Environmental reserve (955,620) (877,982)
Accrued compensation (211,300) (207,356)
Accrued expenses - non-active locations (474,983) (167,801)
Other accruals (466,584) 772,011
Postretirement benefits 270,000 270,000
----------- ------------
Total adjustments 47,912 646,247
----------- ------------
Net cash provided by (used in) operating activities 206,905 (253,583)
----------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (1,276,933) (1,091,811)
Proceeds from disposal of property 21,151 235,321
----------- ------------
Net cash used in investing activities (1,255,782) (856,490)
----------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Bank borrowings 1,500,000
Repayment of short-term bank debt (654,130) (750,000)
Principal payments under capital lease obligations (460,671) (582,100)
----------- ------------
Net cash provided by (used in) financing activities (1,114,801) 167,900
----------- ------------
Net decrease in cash and cash equivalents (2,163,678) (942,173)
Cash and cash equivalents at beginning of period 2,764,360 2,015,962
----------- ------------
Cash and cash equivalents at end of period $ 600,682 $ 1,073,789
=========== ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 891,917 $ 565,808
Income taxes $ 209,254 $ 185,425
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Capital lease obligations incurred with the acquisition of equipment $ 293,310 $ 242,684
Capital lease terminations $ (370,254) $ (120,809)
</TABLE>
SEE NOTES TO CONSOLIDATED CONDENSED UNAUDITED FINANCIAL STATEMENTS
5
<PAGE> 6
DETREX CORPORATION
NOTES TO CONSOLIDATED CONDENSED UNAUDITED FINANCIAL STATEMENTS
1. In the opinion of the Company, the accompanying consolidated condensed
unaudited financial statements reflect all adjustments (consisting of normal
recurring accruals) necessary to present fairly the financial position as of
September 30, 1996 and December 31, 1995, and the results of operations for the
nine months ended September 30, 1996 and 1995, and changes in cash flows for
the nine months ended September 30, 1996 and 1995. Certain amounts for 1995
have been reclassified to conform with 1996 classifications. The information
furnished for the nine months may not be indicative of results to be expected
for the full year.
2. The Company has two divisions that supply major industrial equipment. The
divisions generally use the completed contract method of accounting, only using
percentage-of-completion accounting for large contracts and when use of that
method versus the completed contract method of accounting has a material effect
on the results of operations. In the three month periods ended March 31, 1996
and June 30, 1996 the Company recognized revenue on one large contract using
the percentage-of-completion method of accounting; no new transactions were
recorded under the percentage-of-completion method during the third quarter of
1996.
3. The Environmental Protection Agency ("EPA") has notified the Company and at
least seventeen other companies that they may be potentially responsible for
sharing the costs in a proceeding to clean up contaminated sediments in the
Fields Brook watershed in Ashtabula, Ohio. The EPA issued a Record of Decision
in 1986 concerning the methods it recommends using to accomplish this task at
an estimated total cost of $48,000,000. The Company and the other potentially
responsible parties have expressed their disagreement with this recommendation
and are continuing to negotiate with the EPA as to how best to effect the clean
up operation. The Company believes that the Fields Brook remedial
investigation and feasibility studies referred to below will be an important
factor in the negotiation with the EPA.
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 contamination at
several sites including property owned by the Company. The Company conducted a
comprehensive review of its reserves during the fourth quarter of 1994 and
added $8.5 million to this reserve. The total amount of the reserve at
September 30, 1996 is $9.3 million, which amount was calculated without taking
into consideration any possible insurance recoveries.
The reserve includes a provision for the Company's anticipated share of
remedial investigation and feasibility studies to determine sources of
contamination and methods of remediation in the Fields Brook watershed referred
to above, as well as a provision for costs that may be incurred in connection
with remediation of the Fields Brook watershed and other sites. Some of these
studies have been completed; others are ongoing. In many cases, the methods of
remediation remain to be agreed upon.
The Company expects to continue to incur professional fees, expenses and
capital expenditures in connection with its environmental compliance efforts.
In addition to the above, there are several other claims and lawsuits
pending against the Company and its subsidiaries.
6
<PAGE> 7
DETREX CORPORATION
NOTES TO CONSOLIDATED CONDENSED UNAUDITED FINANCIAL STATEMENTS
The amount of liability to the Company with respect to costs of
remediation of contamination of the Fields Brook watershed and of other sites,
and the amount of liability with respect to several other claims and lawsuits
against the Company, was based on available data. The Company has established
its reserves in accordance with its interpretation of the principles outlined
in Statement of Financial Accounting Standards No. 5 and Securities and
Exchange Commission Staff Accounting Bulletin No. 92. In the event that any
additional accruals should be required in the future with respect to such
matters, the amounts of such additional accruals could have a material impact
on the results of operations to be reported for a specific accounting period
but should not have a material impact on the Company's consolidated financial
position.
7
<PAGE> 8
DETREX CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF INTERIM FINANCIAL INFORMATION
Results of Operations
Summarized below is selected operating data for the current fiscal period and
the comparable data for the same period last year (in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
September 30 September 30
------------ ------------
1996 1995 1996 1995
---- ---- ---- ----
$ % $ % $ % $ %
--- --- --- --- --- --- --- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Sales 25,060 100.0 25,373 100.0 73,371 100.0 72,788 100.0
Gross margin 5,473 21.8 5,439 21.4 16,684 22.7 16,303 22.4
Selling, general and administrative expenses 4,468 17.8 4,813 19.0 13,553 18.5 14,814 20.4
Depreciation and amortization 811 3.2 823 3.2 2,396 3.3 2,534 3.5
Net income (loss) 35 0.1 (192) (0.8) 159 0.2 (900) (1.2)
</TABLE>
Detrex Corporation and its consolidated subsidiaries (the Company) reported net
income of $34,814 for the third quarter of 1996, compared to a net loss of
$192,070 for the third quarter of 1995. For the nine month period, the
Company earned $158,993, compared to a net loss of $899,830 in 1995. The
year-to-year improvement is $1,058,823.
Net sales for the nine months were $73.4 million compared to $72.8 million last
year. Increased sales from the Company's equipment division and lubricants
subsidiary were partially offset by lower sales in the Company's solvents and
environmental services division and its industrial furnace division.
Cost of sales as a percent of sales was approximately the same in both years.
Gross margin percentages were 22.7% for the first nine months of 1996,
compared to 22.4% for the first nine months of 1995.
The decrease in selling, general and administrative expenses in 1996 is
attributable to the cost cutting activities that took place in 1995 and the
reduction in termination costs.
The provision for depreciation and amortization is approximately the same as
the prior year for all of the Company's current business units, with the
overall reduction primarily attributable to no depreciation in 1996 on a former
production facility which is being held for sale.
Interest expense is higher in 1996 when compared to 1995, reflecting higher
rates.
Income tax expense in 1996 reflects state and local expense and a federal
income tax credit reflecting the recognition of a rate differential resulting
from the carry-back of certain components of prior year net operating losses to
tax years in which the statutory rate was 46%.
8
<PAGE> 9
DETREX CORPORATION
Liquidity, Financial Condition, and Capital Resources
The Company utilized a combination of internally generated funds and receipt of
federal income tax refunds to finance its activities during the first nine
months of 1996. On June 13, 1996, the Company finalized a new Revolving Credit
Agreement with Comerica Bank. The new agreement contains, among other
provisions, requirements for maintaining defined levels of tangible net worth
and various financial statement ratios, including working capital, debt to
equity, and cash coverage ratios. The credit facility is collateralized by the
Company's inventory, accounts receivable, certain fixed assets, and stock of
subsidiaries. Borrowings under the former credit facility were $8.5 million at
December 31, 1995; borrowings under the new facility were $7.8 million at
September 30, 1996.
Working capital was $7.5 million at September 30, 1996 compared to $6.3 million
at December 31, 1995. The Company has paid no dividends since the second
quarter of 1991 and cannot forecast when the dividend will be restored.
Other
On October 21, 1996, Detrex and Atmosphere Furnace Company (Atmosphere)
completed the sale of the Pacific Industrial Furnace Company division of Detrex
to Atmosphere. At the same time, Detrex entered into a consulting agreement
with Atmosphere which provides that Detrex will provide certain services to
Atmosphere over the next four years. The effects of the transaction will be
reported in the fourth quarter.
9
<PAGE> 10
DETREX CORPORATION
PART II - OTHER INFORMATION
Item 6 EXHIBITS AND REPORTS ON FORM 8-K
(b) No reports on Form 8-K have been filed for the quarter
ended September 30, 1996.
10
<PAGE> 11
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 10/28/96 /s/ E.R. Rondeau
-------- ---------------------------------------
E.R. Rondeau
Controller and Chief Accounting Officer
Date 10/28/96 /s/ G.J. Israel
-------- ---------------------------------------
G.J. Israel
Vice President - Finance and Chief
Financial Officer
11
<PAGE> 12
Exhibit Index
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED BALANCE SHEETS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 601
<SECURITIES> 0
<RECEIVABLES> 19,380
<ALLOWANCES> 434
<INVENTORY> 8,863
<CURRENT-ASSETS> 31,259
<PP&E> 56,318
<DEPRECIATION> 34,412
<TOTAL-ASSETS> 56,594
<CURRENT-LIABILITIES> 23,767
<BONDS> 0
0
0
<COMMON> 3,167
<OTHER-SE> 13,885
<TOTAL-LIABILITY-AND-EQUITY> 56,594
<SALES> 73,371
<TOTAL-REVENUES> 73,371
<CGS> 56,687
<TOTAL-COSTS> 56,687
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 757
<INCOME-PRETAX> 225
<INCOME-TAX> 66
<INCOME-CONTINUING> 159
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 159
<EPS-PRIMARY> .10
<EPS-DILUTED> .10
</TABLE>
