DETREX CORPORATION
10-Q, 1999-11-12
CHEMICALS & ALLIED PRODUCTS
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<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, 1999   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, 1999 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, 1999 (Unaudited) and
                       December 31, 1998                                   3

                       Condensed Consolidated Unaudited Statements
                       of Operations For the Three and Nine Months
                       Ended September 30, 1999 and 1998                   4

                       Consolidated Unaudited Statements of Cash
                       Flows- Nine Months Ended September 30, 1999
                       and 1998                                            5

                       Notes to Condensed Consolidated Unaudited
                       Financial Statements                                6-7

              Item 2   Management's Discussion and Analysis of
                       Interim Financial Information                       8-10


PART II                OTHER INFORMATION
- -------                -----------------

              Item 6   Exhibits and Reports on Form 8-K                    10


SIGNATURES                                                                 11
</TABLE>


                                                                               2

<PAGE>   3


DETREX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                         UNAUDITED           AUDITED
                                                                       September 30,       December 31,
                                                                       -------------       ------------
                                                                           1999                1998
                                                                           ----                ----
<S>                                                                    <C>                 <C>
ASSETS
- ------

Current Assets:
Cash and cash equivalents                                               $   148,129        $   192,689
Accounts receivable (less allowance for uncollectible accounts
      of $278,000 in 1999 and $249,000 in 1998)                          13,921,374         12,222,210
Accounts receivable-other                                                   530,000               --
Inventories:
           Raw materials                                                  5,681,330          3,435,271
           Work in process                                                  281,522            333,283
           Finished goods                                                 6,239,215          7,157,247
                                                                        -----------        -----------
                              Total  Inventories                         12,202,067         10,925,801
Prepaid expenses and other                                                1,073,275            966,651
Deferred income taxes                                                     1,924,027          1,924,027
                                                                        -----------        -----------
                              Total Current Assets                       29,798,872         26,231,378

Land, buildings, and equipment-net                                       26,329,575         25,263,345
Land, buildings, and equipment held for sale                                180,000             21,232
Bond proceeds held for investment - restricted                                 --            1,247,902
Prepaid pensions                                                          1,680,023          1,383,246
Deferred income taxes                                                     1,023,626            689,504
Other assets                                                              1,053,152          1,154,148
                                                                        -----------        -----------
                                                                        $60,065,248        $55,990,755
                                                                        ===========        ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------

Current Liabilities:
Loans payable                                                           $ 7,941,653        $ 6,289,774
Current portion of long-term debt                                           818,000            500,000
Current maturities of capital leases                                        221,691            256,724
Accounts payable                                                         10,759,901          9,682,835
Environmental reserve                                                     1,235,000          1,235,000
Accrued compensation                                                        443,663            263,872
Other accruals                                                            2,473,239          2,078,391
                                                                        -----------        -----------
                               Total Current Liabilities                 23,893,147         20,306,596

Long term portion of capital lease obligations                              319,947            468,142
Long-term debt                                                            4,705,500          3,500,000
Accrued postretirement benefits                                           4,832,375          4,671,375
Environmental reserve                                                     6,382,339          6,803,817
Accrued pensions and other                                                  148,079            148,079
Minority interest                                                         2,150,659          2,067,500

Stockholders' Equity:
Common capital stock, $2 par value, authorized 4,000,000 shares,
         outstanding 1,583,414 shares                                     3,166,828          3,166,828
Additional paid-in capital                                                   22,020             22,020
Retained earnings                                                        14,444,354         14,836,398
                                                                        -----------        -----------
                              Total Stockholders' Equity                 17,633,202         18,025,246
                                                                        -----------        -----------
                                                                        $60,065,248        $55,990,755
                                                                        ===========        ===========
</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
                                                   1999              1998            1999              1998
                                                   ----              ----            ----              ----
<S>                                             <C>              <C>              <C>              <C>
Net sales                                       $ 23,277,078     $ 22,112,737     $ 67,476,750     $ 64,840,860


Cost of sales                                     17,765,900       16,540,226       51,319,677       48,998,792
Selling, general and administrative expenses       4,741,393        4,769,307       13,612,018       13,311,982
Provision for depreciation and amortization          934,119          835,597        2,804,391        2,469,637
Net (gain) loss from property transaction             72,604             --           (307,602)            --
Other (income) and deductions                        (76,065)         (45,992)        (170,148)        (282,244)
Minority interest                                     34,326           81,617          143,158          222,549
Interest expense                                     298,350          228,315          697,629          587,522
                                                ------------     ------------     ------------     ------------


Loss before income taxes                            (493,549)        (296,333)        (622,373)        (467,378)

Credit for income taxes                             (225,130)         (30,033)        (230,333)         (98,974)
                                                ------------     ------------     ------------     ------------



Net loss                                        $   (268,419)    $   (266,300)    $   (392,040)    $   (368,404)
                                                ============     ============     ============     ============



Net loss per common share:
       Basic                                    $       (.17)    $       (.17)    $       (.25)    $       (.23)
       Diluted                                  $       (.17)    $       (.17)    $       (.25)    $       (.23)

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
                                                ============     ============     ============     ============
</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
                                                                                           ------------
                                                                                        1999          1998
                                                                                        ----          ----
<S>                                                                                 <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
          Net loss                                                                  $  (392,040)   $  (368,404)
          Adjustments to reconcile net loss to net cash provided by
          operating activities:
                    Depreciation and amortization                                     2,804,391      2,469,637
                    Gain on disposal of assets                                         (307,602)          (750)
                    Deferred income taxes                                              (334,122)      (334,864)
                    Minority interest                                                    83,159        162,550
          Changes to operating assets and liabilities that provided (used) cash:
                    Accounts receivable                                              (1,699,164)     2,971,918
                    Accounts receivable- other                                         (530,000)          --
                    Inventories                                                      (1,276,266)      (414,609)
                    Prepaid expenses and other                                         (403,401)      (369,179)
                    Other assets                                                         90,502        (47,996)
                    Accounts payable                                                  1,077,066     (1,338,214)
                    Environmental reserve                                              (421,478)      (746,057)
                    Accrued compensation                                                179,791       (844,642)
                    Other accruals                                                      388,036       (484,439)
                    Postretirement benefits                                             161,000        175,000
                                                                                    -----------    -----------
                              Total adjustments                                        (188,088)     1,198,355
                                                                                    -----------    -----------
                              Net cash (used in) provided by operating activities      (580,129)       829,951
                                                                                    -----------    -----------


CASH FLOWS FROM INVESTING ACTIVITIES:
          Capital expenditures                                                       (4,211,754)    (4,492,286)
          Sale of fixed assets                                                          504,414      1,368,000
          Unused proceeds from bond issue-restricted for capital expenditures         1,247,902     (2,010,227)
          Proceeds from insurance settlement                                               --        1,250,000
                                                                                    -----------    -----------
                               Net cash used in investing activities                 (2,459,438)    (3,884,513)
                                                                                    -----------    -----------


CASH FLOWS FROM FINANCING ACTIVITIES:
          Borrowing under revolving credit facility-net                               1,651,879       (809,609)
          Borrowing under equipment loan facility-net                                 1,523,500           --
          Principal payments under capital lease obligations                           (180,373)      (208,925)

          Proceeds from debt issued                                                        --        4,000,000
          Debt issuance costs                                                              --         (222,985)
                                                                                    -----------    -----------
                               Net cash provided by financing activities              2,995,006      2,758,481
                                                                                    -----------    -----------
Net decrease in cash and cash equivalents                                               (44,560)      (296,081)
Cash and cash equivalents at beginning of period                                        192,689        398,093
                                                                                    -----------    -----------
Cash and cash equivalents at end of period                                          $   148,129    $   102,012
                                                                                    ===========    ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
          Cash paid during the period for:
                    Interest                                                        $   657,104    $   596,628
                    Income taxes                                                    $   176,585    $   282,413
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
         Capital lease obligations incurred with the acquisition of equipment       $    26,500    $   119,373
         Capital lease terminations                                                 $    29,256    $    73,530
</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 1998 have been reclassified to
conform with 1999 classifications. The information furnished for the nine months
may not be indicative of results to be expected for the full year.

2. The Company and at least seventeen other companies are potentially
responsible for sharing the costs in a proceeding to clean up contaminated
sediments in the Fields Brook watershed in Ashtabula, Ohio. The Environmental
Protection Agency (`EPA') issued a Record of Decision in 1986 concerning the
methods it recommends using to accomplish this task. The Company and the other
potentially responsible parties have negotiated with the EPA as to how best to
effect the clean up operation. After negotiation, an agreement was reached with
the EPA on clean-up methodology. This agreement has been incorporated into
Consent Decree with both the EPA and State of Ohio. The Consent Decrees were
lodged on May 14, 1999 and after a public comment period, were entered by the
court on July 7, 1999. These Consent Decrees resolve the claims of the EPA and
State of Ohio and provide for the clean up of the Fields Brook watershed. The
Company's share of clean-up costs is anticipated to be in the range of
approximately $3.0 million.

          The Company maintains a reserve for anticipated expenditures over the
next several years in connection with remedial investigations, feasibility
studies, remedial design, and remediation relating to the clean up of
environmental contamination at several sites, including property owned by the
Company. The amount of the reserve at September 30, 1999 is $7.6 million. The
reserve includes a provision for the Company's anticipated share of remediation
in the Fields Brook watershed referred to above, as well as a provision for
costs that are expected to be incurred in connection with remediation of other
sites. Some of these studies have been completed; others are ongoing. In many
cases, the methods of remediation remain to be agreed upon.

          The Company expects to continue to incur professional fees, expenses
and capital expenditures in connection with its environmental compliance
efforts. In addition to the above, there are several other claims and lawsuits
pending against the Company and its subsidiaries. One of those lawsuits involves
the division of costs between several potentially responsible companies for
reimbursement to the EPA for costs it incurred to conduct environmental
remediation at a drum and barrel recycler, which the Company had utilized
several years ago. The potentially responsible companies entered into an
Agreement to, among other things, jointly defend the cost claims of the EPA. A
dispute arose amongst the potentially responsible companies over the Agreement
which resulted in the filing of a lawsuit. The matter went to trial before a
jury in June of 1999 and a judgment was entered against the Company in the
amount of approximately $750,000, plus interest and attorney fees. The Company
is taking an appeal to the Michigan Court of Appeals and believes it has
reasonable grounds to seek reversal of the judgment.

          The amount of liability to the Company with respect to costs of
remediation of contamination of the Fields Brook watershed and of other sites,
and the amount of liability with respect to several other claims and lawsuits
against the Company, was based on available data. The Company has established
its reserves in accordance with its interpretation of the principles outlined in
Statement of Financial Accounting Standards No. 5 and Securities and Exchange
Commission Staff Accounting Bulletin No. 92. In the event that any additional
accruals should be required in the future with respect to such matters, the
amounts of such additional accruals could have a material impact on the results
of operations to be reported for a specific accounting period but should not
have a material impact on the Company's consolidated financial position.




                                                                               6

<PAGE>   7


DETREX CORPORATION

3. Effective December 31, 1998, the Company adopted Statement of Financial
Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and
Related Information." The Company has five operating segments that meet the
quantitative thresholds of Statement No. 131:
- -  Harvel Plastics - manufactures PVC and CVPC pipe and custom extrusions
- -  Elco Corporation - produces lubricant additives, hydrochloric acid and fine
   chemicals
- -  Seibert-Oxidermo - supplies paint, primers and specialty coatings for the
   automotive industry
- -  Equipment Division - designs, engineers and sells industrial cleaning
   equipment
- -  Solvents Division - distributes virgin or reclaimed solvents and aqueous or
   semi-aqueous cleaning chemistries.
Information regarding the Company's Automation Division and RTI Laboratories
Division are combined with corporate data since they do not meet the
quantitative thresholds. In addition, Corporate data includes interest expense,
corporate administrative expense, and provisions for certain employee benefit
items. Data (in thousands) for the three months ended September 30, 1999 and
1998 and the nine months ended September 30, 1999 and 1998 is as follows:

<TABLE>
<CAPTION>
                                            Three Months Ended Sept 30         Nine Months Ended Sept 30
                                             1999               1998             1999              1998
                                             ----               ----             ----              ----
<S>                                      <C>               <C>               <C>               <C>
Net sales:
   Harvel Plastics                       $  9,096,969      $  7,789,605      $ 26,406,671      $ 22,577,512
   Elco Corporation                         5,291,885         4,975,414        15,165,978        14,884,251
   Seibert-Oxidermo                         3,294,703         2,594,950        10,173,798         8,973,137
   Equipment Division                       1,530,895         2,192,332         3,533,214         5,707,588
   Solvents Division                        3,639,293         3,741,590        10,887,764        10,866,650
   Other                                      423,333           818,846         1,309,325         1,831,722
                                         ------------      ------------      ------------      ------------
      Total                              $ 23,277,078      $ 22,112,737      $ 67,476,750      $ 64,840,860
                                         ============      ============      ============      ============

Earnings (loss) before income taxes:
   Harvel Plastics                            377,936           886,882         1,575,173         2,418,340
   Elco Corporation                           497,558           158,164         1,190,046           854,709
   Seibert-Oxidermo                           (20,733)         (204,067)          178,280          (358,791)
   Equipment Division                        (125,788)         (140,772)         (564,281)         (523,336)
   Solvents Division                             (421)           38,755               781           126,461
   Other                                      111,161           176,909           322,386           421,923
                                         ------------      ------------      ------------      ------------
      Sub-total                               839,713           915,871         2,702,385         2,939,306

   Corporate administrative expense          (937,737)         (931,555)       (2,809,291)       (2,820,387)
   Corporate interest expense                (225,052)         (163,895)         (559,381)         (491,166)
   Other                                     (170,473)         (116,754)           43,914           (95,131)
                                         ------------      ------------      ------------      ------------

      Total                              $   (493,549)     $   (296,333)     $   (622,373)     $   (467,378)
                                         ============      ============      ============      ============
</TABLE>




                                                                               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
                                                            ------------                            ------------
                                                       1999               1998               1999              1998
                                                       ----               ----               ----              ----
                                                    $          %       $         %          $        %         $       %
                                                    -          -       -         -          -        -         -       -
<S>                                               <C>        <C>     <C>        <C>       <C>      <C>       <C>     <C>
Sales                                             23,277     100.0   22,113     100.0     67,477   100.00    64,841  100.0
Gross margin                                       5,511      23.7    5,573      25.2     16,157     23.9    15,842   24.4
Selling, general and administrative expenses       4,741      20.4    4,769      21.6     13,612     20.2    13,312   20.5
Depreciation and amortization                        934       4.0      836       3.8      2,804      4.2     2,470    3.8
Net income (loss)                                  (268)     (1.2)    (266)     (1.2)      (392)    (0.6)     (368)   (.6)
</TABLE>

Detrex Corporation and its consolidated subsidiaries (the Company) incurred a
net loss of $268,419 for the third quarter of 1999 compared with a net loss of
$266,300 for the third quarter of 1998. For the first nine months of 1999, the
Company incurred a net loss of $392,040 compared with a net loss of $368,404 for
the first nine months of 1998.

Sales for the nine month period were up $2.6 million largely due to increased
sales in the plastic pipe subsidiary, Harvel Plastics ("Harvel"), as demand was
strong in the building industry and the new West Coast location allowed Harvel
to service new markets. A smaller sales increase in the paint subsidiary,
Seibert-Oxidermo ("Seibert") from new business coming on stream also contributed
to increased sales for the Company. The increased sales were partially offset by
weaker sales in the Automation and Equipment Divisions of the Company.

The gross margins of the Company were lower for the nine-month period 23.9%
versus 24.4% for a year ago. Gross margins decreased in the third quarter 23.7%
in 1999 compared to 25.2% for the same period in 1998. Gross margin reduction
for the quarter was largely due to increases in raw material costs at Harvel,
partially offset by gross margin increases at The Elco Corporation ("Elco") and
Seibert due to favorable product mix and manufacturing efficiencies from plant
consolidation.

Selling, general and administrative expenses were level with the third quarter
of 1998.

The provision for depreciation and amortization is higher than 1998 as a result
of depreciation of new plants in Ashtabula, Ohio and Bakersfield, California as
well as the new information management system at the Corporate headquarters.

Interest expense is higher in 1999 due to an increase in borrowings and higher
interest rates from a year ago.

The income tax credit in 1999 reflects a credit for federal income tax,
partially offset by state and local income tax expense.

                                                                               8

<PAGE>   9


DETREX CORPORATION

Results of Operations - Segment Disclosure


Harvel sales are up for the quarter and year-to-date over a year ago from a
combination of strong demand in the building industry and servicing new markets
from their West Coast facility. Earnings were down year-to-date due to a margin
decline caused by increased raw material costs.

Elco's sales performance was up slightly in the third quarter and on a
year-to-date basis. Favorable product mix and reduced manufacturing expense
resulted in an increase in operating income over the same period a year ago.

Seibert's sales improved in the quarter and year-to-date due to continued strong
automotive demand and volume increases from new accounts. In spite of larger
than normal lab and testing costs associated with product approvals, earnings
were up due to favorable product mix and manufacturing efficiencies.

The third quarter and year-to-date sales and earnings for the Equipment Division
were lower than year-ago levels due to continued weakness in the cleaning
equipment market; however, quote activity and order bookings increased in the
quarter.

Solvents Division sales for the third quarter and year-to-date were
approximately the same as 1998. Sales in low margin product lines reduced
earnings versus the third quarter and year-to-date periods last year.


Liquidity, Financial Condition, and Capital Resources

The Company utilized internally generated funds, the proceeds from the sale of a
closed plant and increased borrowing to finance operating activities and $4.2
million in capital expenditures during the first nine months of 1999. The
Company borrowed $1.5 million under its equipment facility and borrowings under
its revolving credit facility increased by an additional $1.7 million. In May
1999 the Company and Comerica Bank amended the Company's Credit Agreement to
provide more flexibility with respect to the equipment loan facility.

Working capital was $5.9 at both September 30,1999 and December 31, 1998.
Accounts receivable increased by $1.7 million, primarily due to the higher sales
volume at Harvel. Inventories also increased from the December 31, 1998 level,
partially due to Harvel's new production facility on the West Coast. The Company
is paying no dividends and cannot forecast when the dividend will be restored.


Year 2000 Compliance

The Company has substantially completed its work to resolve the potential impact
of the Year 2000 on the processing of information by its computerized
information systems. Year 2000 ("Y2K") issues may arise if computer programs
have been written using two digits, instead of four, to define the applicable
year. In such case, a program that utilizes time-sensitive logic may recognize a
date using "00" as the Year 1900 rather than the Year 2000, which could result
in miscalculations or system failures.

In 1997, the Company undertook a study to determine its future computer hardware
and software requirements for its management information systems, including Y2K
compliance considerations. Since then the Company has implemented a program,
consisting of two phases, for achieving upgraded systems and Y2K compliance. The
first phase of the program consisted of replacing the Company's computerized
information systems and programs with


                                                                               9
<PAGE>   10




DETREX CORPORATION

new systems and programs that are Y2K compliant. As of November 1998, the
Company had completed the first phase. As a result, the Company's accounts
payable, accounts receivable and general ledger were upgraded to new, Y2K
compliant systems and programs. The Company converted its fixed asset records to
new Y2K compliant programs in the second quarter of 1999.

The second phase of becoming Y2K compliant in its management information systems
was the replacement of computerized information systems and programs that
perform job costing for the Company's Equipment Division and sales invoicing for
the Company's Solvents and Equipment Divisions with Y2K compliant systems and
programs. The Company completed this phase in the third quarter of 1999.

All of the parent Company's operations systems were reviewed and work plans were
established to develop Y2K compliance. This has now been accomplished. In
addition the Company's subsidiaries, Harvel, Elco and Seibert, are substantially
Y2K compliant.

Since the Company relies on electronic data from certain of its vendors,
financial institutions and customers, the Company has conducted surveys to
determine if these entities are Y2K compliant or are on schedule to become Y2K
compliant before the end of 1999. The Company has sent detailed questionnaires
to approximately 500 vendors, financial institutions and customers to determine
if they are on schedule to become Y2K compliant. Approximately 70% have
responded to the questionnaires in varying degrees of detail. All of these
entities have indicated that they are or will become Y2K compliant. However, the
Company has not yet conducted any testing with third parties and therefore has
no assurance that these entities, or others that have not responded, will become
Y2K compliant on a timely basis. If the Company's most significant vendors,
financial institutions and customers fail to become Y2K compliant on a timely
basis, such failure could have a material adverse effect on the Company's
business and operations.

To become Y2K compliant, the Company appointed an officer as project coordinator
for its Y2K program and engaged the services of information systems consultants.
As of September 30, 1999, the Company has spent approximately $1.0 million to
upgrade its information systems and programs, most of which were for capital
expenditures. The Company cannot accurately allocate the portion of such
expenditures for information systems and programs that relate solely to Y2K
compliance.

In the last two years, the Company has dedicated significant management
attention to the Y2K issue. Management updates the Board of Directors on a
regular basis concerning the Company's progress in achieving Y2K compliance.
Because its expects to become Y2K complaint, the Company has not developed a
contingency plan in the event that it should fail to become Y2K compliant. The
Company will continue to monitor its progress in becoming Y2K compliant and will
develop contingency plans as needed if it determines that there will be a
shortfall in its Y2K efforts or those of its vendors, financial institutions and
customers. The Company currently cannot determine the cost of contingency plans,
should they be necessary.



                           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, 1999.


                                                                              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    11/12/99               S. J. Quinlan
    ----------------           ---------------------------------------------
                               S. J. Quinlan
                               Controller and Chief Accounting Officer



Date     11/12/99              G. J. Israel
    ----------------           ---------------------------------------------
                               G. J. Israel
                               Vice President - Finance and Chief Financial
                               Officer



                                                                              11
<PAGE>   12



                                 Exhibit Index
                                 -------------

Exhibit No.                  Description
- -----------                  -----------
    27                       Financial Data Schedule

<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>

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               SEP-30-1999
<CASH>                                             148
<SECURITIES>                                         0
<RECEIVABLES>                                   13,921
<ALLOWANCES>                                       278
<INVENTORY>                                     12,202
<CURRENT-ASSETS>                                29,799
<PP&E>                                          60,457
<DEPRECIATION>                                  34,127
<TOTAL-ASSETS>                                  60,065
<CURRENT-LIABILITIES>                           23,893
<BONDS>                                          4,542
                                0
                                          0
<COMMON>                                         3,167
<OTHER-SE>                                      14,466
<TOTAL-LIABILITY-AND-EQUITY>                    60,065
<SALES>                                         67,477
<TOTAL-REVENUES>                                67,477
<CGS>                                           51,320
<TOTAL-COSTS>                                   51,320
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 698
<INCOME-PRETAX>                                  (622)
<INCOME-TAX>                                     (230)
<INCOME-CONTINUING>                              (392)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     (392)
<EPS-BASIC>                                      (.25)
<EPS-DILUTED>                                    (.25)


</TABLE>


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