<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, 1997 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 (248) 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 27, 1997 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 Condensed Consolidated Balance Sheets-
September 30, 1997 and December 31, 1996 3
Condensed Consolidated Unaudited Statements
of Operations For the Three and Nine Months
Ended September 30, 1997 and 1996 4
Consolidated Unaudited Statements of Cash Flows-
Nine Months Ended September 30, 1997 and 1996 5
Notes to Condensed Consolidated Unaudited
Financial Statements 6
Item 2 Management's Discussion and Analysis of
Interim Financial Information 7-8
PART II OTHER INFORMATION
------ -----------------
Item 6 Exhibits and Reports on Form 8-K 9
SIGNATURES 10
</TABLE>
2
<PAGE> 3
DETREX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
UNAUDITED AUDITED
September 30, December 31,
------------------- ------------------
1997 1996
---- ----
<S> <C> <C>
ASSETS
- ------
Current Assets:
Cash and cash equivalents $ 628,662 $ 1,311,045
Accounts receivable (less allowance for uncollectible accounts
of $370,000 in 1997 and $395,000 in 1996) 16,035,492 15,203,184
Refundable U.S. income taxes -- 1,003,827
Note receivable -- 1,562,665
Inventories:
Raw materials 3,197,764 3,005,399
Work in process 402,152 284,392
Finished goods 5,632,715 5,768,376
----------- -----------
Total Inventories 9,232,631 9,058,167
Prepaid expenses and other 753,006 878,263
Deferred income taxes 760,104 759,063
----------- -----------
Total Current Assets 27,409,895 29,776,214
Land, buildings, and equipment-net 20,900,729 19,374,051
Land, buildings, and equipment held for sale or lease 2,570,125 2,820,125
Prepaid pensions 1,334,205 1,280,886
Deferred income taxes 1,279,953 1,367,265
Other assets 946,698 973,858
----------- -----------
$54,441,605 $55,592,399
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current Liabilities:
Loans payable $ 5,435,718 $ 5,627,453
Current maturities of capital leases 318,264 385,366
Accounts payable 9,717,205 11,123,341
Environmental reserve 1,027,000 1,027,000
Accrued compensation 625,260 699,520
Other accruals 2,656,301 2,398,802
----------- -----------
Total Current Liabilities 19,779,748 21,261,482
Long term portion of capital lease obligations 575,643 393,800
Accrued postretirement benefits 4,423,846 4,293,584
Environmental reserve 8,890,784 9,244,297
Accrued pensions and other 894,329 1,344,330
Minority interest 1,923,789 1,746,236
Stockholders' Equity:
Common capital stock, $2 par value, authorized 4,000,000 shares,
outstanding 1,583,414 shares 3,166,828 3,166,828
Additional paid-in capital 22,020 22,020
Retained earnings 14,764,618 14,119,822
----------- -----------
Total Stockholders' Equity 17,953,466 17,308,670
----------- -----------
$54,441,605 $55,592,399
=========== ===========
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
3
<PAGE> 4
DETREX CORPORATION
CONDENSED CONSOLIDATED UNAUDITED STATEMENT OF
OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $22,908,478 $25,059,684 $69,785,470 $73,371,217
Cost of sales 17,046,097 19,420,920 52,398,082 56,310,734
Selling, general and administrative expenses 4,573,384 4,634,094 13,096,704 13,929,788
Provision for depreciation and amortization 849,161 810,682 2,461,831 2,396,415
Other income and deductions 98 (150,569) 198,532 (457,756)
Minority interest 73,359 58,590 237,555 210,208
Interest expense 189,260 241,500 604,843 756,612
----------- ----------- ----------- -----------
Income before income taxes 177,119 44,467 787,923 225,216
Provision for income taxes 3,892 9,653 143,127 66,223
----------- ----------- ----------- -----------
Net income $ 173,227 $ 34,814 $ 644,796 $ 158,993
=========== =========== =========== ===========
Net income per common share $ .11 $ .02 $ .41 $ .10
=========== =========== =========== ===========
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
4
<PAGE> 5
DETREX CORPORATION
CONSOLIDATED UNAUDITED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Nine Months Ended
September 30
------------
1997 1996
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 644,796 $ 158,993
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 2,461,831 2,396,415
Loss on disposal of property 250,459 18,446
Deferred income taxes 86,271 238,704
Minority interest 177,553 150,208
Changes to operating assets and liabilities that provided (used) cash:
Accounts receivable (832,308) (4,989,861)
Refundable U.S. income taxes 1,003,827 3,040,772
Note receivable 1,562,665 --
Inventories (174,464) (425,939)
Prepaid expenses and other 71,938 87,316
Other assets 16,666 (7,724)
Accounts payable (1,406,136) 1,378,062
Environmental reserve (353,513) (955,620)
Accrued compensation (74,260) (211,300)
Other accruals (192,502) (941,567)
Postretirement benefits 130,262 270,000
----------- -----------
Total adjustments 2,728,289 47,912
----------- -----------
Net cash provided by operating activities 3,373,085 206,905
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (3,548,079) (1,276,933)
Proceeds from disposal of property 2,125 21,151
----------- -----------
Net cash used in investing activities (3,545,954) (1,255,782)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of short-term bank debt - net (191,735) (654,130)
Principal payments under capital lease obligations (317,779) (460,671)
----------- -----------
Net cash used in financing activities (509,514) (1,114,801)
----------- -----------
Net decrease in cash and cash equivalents (682,383) (2,163,678)
Cash and cash equivalents at beginning of period 1,311,045 2,764,360
----------- -----------
Cash and cash equivalents at end of period $ 628,662 $ 600,682
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 584,989 $ 891,917
Income taxes $ 182,429 $ 209,254
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Capital lease obligations incurred with the acquisition of equipment $ 556,665 $ 293,310
Capital lease terminations $ (124,147) $ (370,254)
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
5
<PAGE> 6
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 1996 have been reclassified to
conform with 1997 classifications. The information furnished for the nine
months may not be indicative of results to be expected for the full year.
2. 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 for all companies 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 environmental contamination at several sites, including property owned by the
Company. The Company added $.8 million to the reserve in 1996, $.1 million in
1995, and $8.5 million in 1994. The amount of the reserve at September 30, 1997
is $9.9 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 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 are expected to 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.
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.
6
<PAGE> 7
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
-------------- --------------
1997 1996 1997 1996
-------------- ------------- -------------- -------------
$ % $ % $ % $ %
------ ------ ------ ----- ------ ------ ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Sales 22,908 100.0 25,060 100.0 69,785 100.0 73,371 100.0
Gross margin 5,862 25.6 5,639 22.5 17,387 24.9 17,060 23.3
Selling, general and administrative expenses 4,573 20.0 4,634 18.5 13,097 18.8 13,930 19.0
Depreciation and amortization 849 3.7 811 3.2 2,462 3.5 2,396 3.3
Net income 173 0.8 35 0.1 645 0.9 159 0.2
</TABLE>
Detrex Corporation and its consolidated subsidiaries (the Company) reported net
income of $173,227 for the third quarter of 1997 compared to net income of
$34,814 for the third quarter of 1996. For the nine month period, the Company
earned $644,796 compared to net income of $158,993 in 1996. The year-to-year
improvement is $485,803. This is the seventh consecutive profitable quarter
for the Company; all seven operating units are profitable for the nine months
ended September 30, 1997.
Sales for the nine months were $69.8 million, compared to $73.4 million a year
ago. The decrease is the result of a division being sold in the fourth quarter
of 1996. Partially offsetting this was an increase of $1.0 million from the
Company's current operating units.
The overall gross margin for the Company improved to 24.9% from the 23.3% level
last year, reflecting productivity improvements at certain of the Company's
business units.
The decrease in selling, general and administrative expenses is primarily
attributable to a division being sold in the fourth quarter of 1996 and the
cost cutting activities that took place at the Company's Solvents and
Environmental Services Division.
The provision for depreciation and amortization is approximately the same as
the prior year for all of the Company's business units.
Interest expense is lower in 1997 than in 1996 due to the lower level of
borrowings.
Income tax expense for the first nine months of 1997 reflects state, local and
federal income taxes, partially offset by an adjustment to the deferred tax
valuation allowance that was established in 1995. Income tax expense in 1996
reflects the normal provisions, partially offset by a credit to reflect 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%.
7
<PAGE> 8
DETREX CORPORATION
Liquidity, Financial Condition, and Capital Resources
The Company utilized a combination of internally generated funds, including the
collection of a note from the sale of a division, to finance its activities
during the first nine months of 1997. Borrowings under the Company's credit
facility were reduced to $5.4 million at September 30, 1997, down $2.4 million
from the $7.8 million level at September 30, 1996.
Working capital was $7.6 million at September 30, 1997 compared to $7.5 million
at September 30, 1996 and $8.5 million at December 31, 1996. The Company has
paid no dividends since the second quarter of 1991 and cannot forecast when the
dividend will be restored.
Other
The Company implemented AICPA Statement of Position 96-1, Environmental
Remediation Liabilities. Implementation had no material impact on the results
of operations or the Company's consolidated financial position.
The Company will be required to adopt Statement of Financial Accounting
Standards No. 128, Earnings per Share, in the fourth quarter of 1997.
Implementation is not expected to have a significant impact on the Company's
earnings per share.
8
<PAGE> 9
DETREX CORPORATION
PART II - OTHER INFORMATION
Item 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) None
(b) No reports on Form 8-K have been filed for the quarter ended
September 30, 1997.
9
<PAGE> 10
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 10/27/97 --------------------------------------
E.R. Rondeau
Controller and Chief Accounting Officer
Date 10/27/97 --------------------------------------
G.J. Israel
Vice President - Finance and Chief
Financial Officer
10
<PAGE> 11
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
- ------- ----------- ------------
<S> <C>
27 -- Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 629
<SECURITIES> 0
<RECEIVABLES> 16,405
<ALLOWANCES> 370
<INVENTORY> 9,233
<CURRENT-ASSETS> 27,410
<PP&E> 50,441
<DEPRECIATION> 29,540
<TOTAL-ASSETS> 54,442
<CURRENT-LIABILITIES> 19,780
<BONDS> 576
0
0
<COMMON> 3,167
<OTHER-SE> 14,787
<TOTAL-LIABILITY-AND-EQUITY> 54,442
<SALES> 69,785
<TOTAL-REVENUES> 69,785
<CGS> 52,398
<TOTAL-COSTS> 52,398
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 605
<INCOME-PRETAX> 788
<INCOME-TAX> 143
<INCOME-CONTINUING> 645
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 645
<EPS-PRIMARY> .41
<EPS-DILUTED> .41
</TABLE>
