15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (X) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 1-5005 SELAS CORPORATION OF AMERICA (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) PENNSYLVANIA 23-1069060 (STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO) INCORPORATION OR ORGANIZATION) DRESHER, PENNSYLVANIA 19025 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (215) 646-6600 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) 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 (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. (X) YES ( ) NO INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE. COMMON SHARES, $1.00 PAR VALUE 5,119,214 (exclusive of 515,754 CLASS treasury shares) OUTSTANDING AT MAY 4, 2001 SELAS CORPORATION OF AMERICA I N D E X Page Number PART I: FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets as of March 31, 2001 and December 31, 2000 3, 4 Consolidated Statements of Operations for the Three Months Ended March 31, 2001 and 2000 5 Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2001 and 2000 6 Consolidated Statement of Shareholders'Equity for the Three Months Ended March 31, 2001 7 Notes to Consolidated Financial Statements 8,9,10,11 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 12, 13 Item 3. Quantitative and Qualitative Disclosures About Market Risk 13 PART II: OTHER INFORMATION Item 1. Legal Proceedings 14 Item 6. Exhibits and Reports on Form 8-K 14 SELAS CORPORATION OF AMERICA Consolidated Balance Sheets Assets March 31, December 31 2001 2000 (Unaudited) (Audited) Current assets Cash, including cash equivalents of $3,092,000 in 2001 and $428,000 in 2000 $ 5,618,911 $ 4,055,224 Accounts receivable (including unbilled receivables of $8,954,000 in 2001 and $13,491,000 in 2000, less allowance for doubtful accounts of $649,000 in 2001 and $746,000 in 2000) 32,618,593 38,173,397 Inventories 15,580,024 13,808,636 Deferred income taxes 2,946,078 2,811,219 Other current assets 1,397,871 1,465,456 Total current assets 58,161,477 60,313,932 Property, plant and equipment Land 946,622 975,383 Buildings 10,896,933 11,171,239 Machinery and equipment 32,698,747 31,781,389 44,542,302 43,928,011 Less: Accumulated depreciation 25,798,562 24,819,267 Net property, plant and equipment 18,743,740 19,108,744 Excess of cost over net assets of acquired subsidiaries, less accumulated amortiza- tion of $4,079,000 in 2001 and $3,898,000 in 2000 16,225,331 15,599,884 Deferred income taxes 464,150 451,861 Other assets including patents, less amortization 1,003,842 856,719 $94,598,540 $96,331,140 (See accompanying notes to the consolidated financial statements) SELAS CORPORATION OF AMERICA Consolidated Balance Sheets Liabilities and Shareholders' Equity March 31, December 31, 2001 2000 Current liabilities (Unaudited) (Audited) Notes payable $ 6,412,312 $ 9,153,626 Current maturities of long-term debt 2,270,242 1,755,495 Accounts payable 21,081,619 21,447,745 Federal, state and foreign income taxes 676,995 1,201,720 Customers' advance payments on contracts 3,398,727 3,783,421 Guarantee obligations and estimated costs of service 843,936 957,740 Other accrued liabilities 6,956,077 6,327,403 Total current liabilities 41,639,908 44,627,150 Long-term debt 4,494,258 3,211,706 Other postretirement benefit obligations 4,416,765 4,058,761 Contingencies and commitments Shareholders' equity Common shares, $1 par; 10,000,000 shares authorized; 5,634,968 shares issued 5,634,968 5,634,968 Additional paid-in capital 12,012,541 12,012,541 Retained earnings 28,674,517 28,606,413 Accumulated other comprehensive (loss) (1,009,339) (555,321) Less: 515,754 common shares held in treasury, at cost (1,265,078) (1,265,078) Total shareholders' equity 44,047,609 44,433,523 $94,598,540 $96,331,140 (See accompanying notes to the consolidated financial statements) SELAS CORPORATION OF AMERICA Consolidated Statements of Operations (Unaudited) Three Months Ended March 31, March 31, 2001 2000 Sales, net $28,410,873 $30,523,008 Operating costs and expenses Cost of sales 22,701,765 23,433,621 Selling, general and administrative expenses 4,960,987 4,783,035 Operating income 748,121 2,306,352 Interest (expense) (301,600) (267,924) Interest income 10,900 16,280 Other income (expense), net 127,666 (53,980) Income before income taxes 585,087 2,000,728 Income taxes 286,615 800,135 Net income $ 298,472 $ 1,200,593 Earnings per share Basic $.06 $.23 Diluted $.06 $.23 Average shares outstanding Basic 5,119,000 5,125,000 Diluted 5,136,000 5,137,000 Comprehensive income (loss) $ (155,546) $ 888,705 (See accompanying notes to the consolidated financial statements) SELAS CORPORATION OF AMERICA Consolidated Statements of Cash Flows (Unaudited) Three Months Ended March 31, March 31, 2001 2000 Cash flows from operating activities: Net income $ 298,472 $ 1,200,593 Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation and amortization 1,071,362 1,020,728 Equity in loss of unconsolidated affiliate 14,392 (Gain) loss on sale of property and equipment 164 (150) Deferred taxes (163,341) 42,126 Changes in operating assets and liabilities: (Increase) decrease in accounts receivable 5,747,291 (4,855,203) (Increase) in inventories (1,773,989) (385,138) (Increase) decrease in other assets 446,736 (321,412) Increase (decrease) in accounts payable (1,306,505) 3,986,351 Increase (decrease) in accrued expenses (682,763) 319,902 (Decrease) in customer advances (339,055) (445,199) Increase (decrease) in other liabilities 374,754 (19,148) Net cash provided by operating activities 3,673,126 557,842 Cash flows from investing activities: Purchases of property, plant and equipment (548,248) (743,740) Proceeds from sale of property, plant and equipment 1,422 150 Acquisition of subsidiary companies, net of cash acquired (77,292) 144,930 Net cash (used) by investing activities (624,118) (598,660) Cash flows from financing activities: Proceeds from short-term bank borrowings 1,113,811 890,763 Proceeds from long-term bank borrowings 2,543,184 Proceeds from borrowings to acquire subsidiary company 534,223 1,735,645 Repayments of short-term bank borrowings (4,128,671) (312,628) Repayments of long-term debt (1,003,995) (797,690) Payment of dividends (230,366) (230,628) Purchase of treasury stock (46,220) Net cash provided (used) by financing activities (1,171,814) 1,239,242 Effect of exchange rate changes on cash (313,507) (195,097) Net increase in cash and cash equivalents 1,563,687 1,003,327 Cash and cash equivalents, beginning of period 4,055,224 1,756,008 Cash and cash equivalents, end of period $ 5,618,911 $ 2,759,335 (See accompanying notes to the consolidated financial statements) SELAS CORPORATION OF AMERICA Consolidated Statement of Shareholders' Equity Three Months Ended March 31, 2001 (Unaudited) Common Stock Additional Number of Paid-in Shares Amount Capital Balance January 1, 2001 5,634,968 $5,634,968 $12,012,541 Net income Cash dividends paid ($.045 per share) Foreign currency translation (loss) Derivative financial instrument gain, net of taxes Comprehensive (loss) Balance March 31, 2001 5,634,968 $5,634,968 $12,012,541 Accumulated Other Retained Comprehensive Comprehensive Earnings (Loss) (Loss) Balance January 1, 2001 $28,606,413 $(555,321) Net income 298,472 $ 298,472 Cash dividends paid ($.045 per share) (230,368) Foreign currency translation (loss) (498,941) (498,941) Derivative financial instrument gain, net of taxes 44,923 44,923 Comprehensive (loss) $(155,546) Balance March 31,2001 $28,674,517 $(1,009,339) Total Treasury Shareholders Stock Equity Balance January 1, 2001 $(1,265,078) $44,433,523 Net income 298,472 Cash dividends paid ($.045 per share) (230,368) Foreign currency translation (loss) (498,941) Derivative financial instrument gain, net of taxes 44,923 Comprehensive (loss) Balance March 31, 2001 $(1,265,078) $44,047,609 (See accompanying notes to the consolidated financial statements) SELAS CORPORATION OF AMERICA PART I - FINANCIAL INFORMATION ITEM 1. Notes to Consolidated Financial Statements (Unaudited) 1. In the opinion of management, the accompanying consolidated condensed financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly Selas Corporation of America's consolidated financial position as of March 31, 2001 and December 31, 2000, and the consolidated results of its operations for the three months ended March 31, 2001 and 2000 and consolidated statements of shareholders' equity and cash flows for the three months then ended. 2. The accounting policies followed by the Company are set forth in note 1 to the Company's financial statements in the 2000 Selas Corporation of America Annual Report. 3. Acquisitions In January, 2001, the Company acquired the stock of Lectret, a Singapore manufacturer of microphone capsules. The purchase price was approximately $1.1 million with provision for contingent consideration that could increase the total purchase price to approximately $1.7 million. The acquisition was accounted for as a purchase. 4. Inventories consist of the following: March 31, December 31, 2001 2000 Raw material $ 4,061,053 $ 3,738,194 Work-in-process 6,532,945 5,214,538 Finished products and components 4,986,026 4,855,904 $15,580,024 $13,808,636 5. Income Taxes Consolidated income taxes for the three months ended March 31, 2001 and 2000 are $287,000 and $800,000 which result in effective tax rates of 49% and 40%, respectively. The rate of tax in relation to pre-tax income in 2001 is high because tax benefits from certain foreign net operating losses could not be utilized for income tax purposes. 6. Legal Proceedings The Company is a defendant along with a number of other parties in approximately 100 lawsuits as of December 31, 2000 (approximately 200 as of December 31, 1999) alleging that plaintiffs have or may have contracted asbestos-related diseases as a result of exposure to asbestos products or equipment containing asbestos sold by one or more named defendants. Due to the noninformative nature of the complaints, the Company does not know whether any of the complaints state valid claims against the Company. The lead insurance carrier has informed the Company that the primary policy for the period July 1, 1972 , July 1, 1975 has been exhausted and that the lead carrier will no longer provide a defense under that policy. The Company has requested that the lead carrier substantiate this situation. The Company has contacted representatives of the Companys excess insurance carrier for some or all of this period. The Company does not believe that the asserted exhaustion of the primary insurance coverage for this period will have a material adverse effect on the financial condition, liquidity, or results of operations of the Company. Management is of the opinion that the number of insurance carriers involved in the defense of the suits and the significant number of policy years and policy limits to which these insurance carriers are insuring the Company make the ultimate disposition of these lawsuits not material to the Companys consolidated financial position or results of operations. The Company is also involved in other lawsuits arising in the normal course of business. While it is not possible to predict with certainty the outcome of these matters, management is of the opinion that the disposition of these lawsuits and claims will not materially affect the Companys consolidated financial position, liquidity, or results of operations. 7. Statements of Cash Flows Three Months Ended March 31, March 31, 2001 2000 Interest received $ 15,178 $ 16,156 Interest paid $ 243,549 $ 236,921 Income taxes paid $ 993,491 $ 163,365 8. Accounts Receivable At March 31, 2001, the Company had $1,770,048 of trade accounts receivable due from the major U.S. automotive manufacturers and $6,123,059 of trade accounts receivable due from hearing health manufacturers. The Company also had $9,416,426 in receivables from long-term contracts for customers in the steel industry in North America, Europe and Asia. 9. Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share: For the Three Months Ended March 31, 2001 Income Shares Per Share Numerator Denominator Amount Basic Earnings Per Share Income available to common shareholders $ 298,472 5,119,214 $.06 Effect of Dilutive Securities Stock options 16,738 Diluted Earnings Per Share $ 298,472 5,135,952 $.06 For the Three Months Ended March 31, 2000 Income Shares Per Share Numerator Denominator Amount Basic Earnings Per Share Income available to common shareholders $1,200,593 5,125,426 $.23 Effect of Dilutive Securities Stock options 11,204 Diluted Earnings Per Share $1,200,593 5,136,630 $.23 10. Business Segment Information The Company has three operating segments. The Company is engaged in providing engineered heat technology equipment and services to industries throughout the world, the manufacture of precision miniature medical and electronic products and the manufacture of original equipment for light trucks and vans. The results of operations and assets of these segments are prepared on the same basis as the condensed consolidated financial statements for the three months ended March 31, 2001 and 2000 and the consolidated financial statements included in the 2000 Form 10-K. The Company's reportable segments reflect separately managed, strategic business units that provide different products and services, and for which financial information is separately prepared and monitored. Segments Tire Precision For the Holders, Miniature Three Months Lifts and Medical and General Ended Heat Related Electronic Corporate March 31, 2001 Technology Products Products Expenses Total Sales, net $13,765,950 $3,346,342 $11,298,581 $28,410,873 Net income (loss) $ 198,534 $ (68,574) $ 401,575 $(233,063) $ 298,472 Depreciation and amoriza- tion $ 192,377 $ 50,046 $ 828,939 $ 1,071,362 Property, plant and equipment additions $ 74,540 $ 1,741 $ 471,967 $ 548,248 Total assets $44,888,970 $6,276,395 $43,433,175 $94,598,540 . Segments Tire Precision For The Holders, Miniature Three Months Lifts and Medical and General Ended Heat Related Electronic Corporate March 31, 2000 Technology Products Products Expenses Total Sales, net $15,804,728 $5,252,411 $ 9,465,869 $30,523,008 Net income $ 484,090 $ 459,954 $ 415,794 $(159,245) $ 1,200,593 Depreciation and amoriza- tion $ 222,977 $ 51,273 $ 746,478 $ 1,020,728 Property, plant and equipment additions $ 28,928 $ 39,611 $ 675,201 $ 743,740 Total assets $45,909,399 $7,428,913 $37,960,921 $91,299,233 11. Derivative Financial Instruments The Company is exposed to market risks from changes in interest rates and fluctuations in foreign exchange rates. The Company has only limited involvement with derivative financial instruments and does not use them for trading purposes. They are used to manage well-defined interest rate and foreign currency risks. Interest rate swap agreements are used to reduce the potential impact of increases in interest rates on floating rate long-term debt. At January 1, 2001, the Company's French subsidiary was party to one interest rate swap agreement. The interest rate swap agreement is with a major European financial institution and has a total notional amount of $1.2 million at January 1, 2001. The notional amount will decrease consistent with the terms of the related long-term debt agreement. The swap agreement requires fixed interest payments based on an effective rate of 8.55% for the remaining term through May, 2006. The subsidiary continually monitors its position and the credit ratings of its counterparties and does not anticipate nonperformance by the counterparties. The fair value of the interest rate swap agreement was $1.1 million at January 1, 2001. The fair value of this financial instrument represents the aggregate replacement cost based on financial institution quotes. Effective January 1, 2001, the Company adopted the provisions of Statement of Financial Accounting Standards (SFAS) No.133 and No.138 "Accounting for Derivative Instruments and Hedging Activities." Changes in the fair value of interest rate swaps designated as hedging instruments of the variability of cash flows associated with floating rate, long-term debt obligations are reported in Accumulated Other Comprehensive (Loss). These amounts are subsequently reclassed into interest expense as a yield adjustment in the same period in which the related interest on the floating-rate debt obligations affect earnings. During the three months ended March 31, 2001, approximately $4,220 of gains related to the interest rate swap have been reclassified into interest expense as a yield adjustment of the hedged debt obligation. As of March 31, 2001, $44,923 has been included in Accumulated Other Comprehensive (Loss), net of taxes of $24,190, which represents the fair market value of the interest rate swap on the long term debt obligation. Management is of the opinion that the impact of the adoption of the provision is not material to the Company's consolidated financial position or results of operations. As of March 31, 2001, the Company has no outstanding foreign currency exchange contracts. PART I - FINANCIAL INFORMATION ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Consolidated net sales for the three months ended March 31, 2001 decreased to $28.4 million from $30.5 million for the same period in 2000. Net sales for the heat technology segment decreased to $13.8 million for the three months ended March 31, 2001 compared to $15.8 million for the same period last year. The decrease in sales is due to a delay in the receipt of orders to be booked, partially offset by the inclusion of Nippon Selas revenue in the current period. The remaining equity investment in Nippon Selas was acquired in June, 2000. Sales and earnings of large engineered contracts are recognized on the percentage-of-completion method and generally require more than twelve months to complete. Consolidated backlog for the heat technology segment decreased to $25.5 million at March 31, 2001 compared to $39.6 million at the same time last year. Sales for the Company's precision miniature medical and electronic products segment increased to $11.3 million for the three months ended March 31, 2001 compared to $9.5 million for the comparable period in 2000. Most of the growth in this segment resulted from increased revenue from medical infusion and hearing health system part shipments, along with the inclusion of the sales of Lectret, a Singapore manufacturer of microphone capsules acquired in January, 2001. Partially offsetting this increase was reduced sales of hearing health component parts and a downturn in demand for thermistor and capacitor parts by the Company's electronics industry customers. Net sales of the tire holders, lifts and related products segment for the three months ended March 31, 2001 decreased to $3.3 million from $5.2 million for the same period in 2000. The decline in revenue is due to the drop-off in demand for tire lifts by the Company's automotive customers, reflecting the slump in that industry and the loss of a contract at the beginning of the year to supply tire lifts for one of its customer's new models. The Company's gross profit margin as a percentage-of-sales decreased to 20.1% for the three months ended March 31, 2001 compared to 23.2% for the same period last year. Gross profit margins for the heat technology segment decreased to 15.3% for the three months ended March 31, 2001 compared to 18.6% for the comparable period in 2000. Heat technology gross profit margins vary markedly from contract to contract, depending on customer specifications and other conditions related to the project. The gross profit margins for the first quarter of 2001 were impacted by revenue recognized on several large engineered contracts whose margins were not as profitable as contracts completed in 2000, partially offset by the inclusion in 2001 of Nippon Selas sales, which typically have higher margins on their products. Gross profit margins for the precision miniature medical and electronics products segment decreased to 28.7% for the three months ended March 31, 2001 compared to 31.5% for the same period in 2000. The lower margins in the current quarter are attributable to the mix of product sales between the periods as hearing health component parts, whose sales have decreased in 2001, have higher profit margins compared to the segment's other products, whose revenue have been increasing. Gross profit margins for the tire holders, lifts and related products segment declined to 10.8% for the first quarter of 2001 compared to 22.2% for the comparable period in 2000. The decrease in the current year is due to the loss of efficiencies from lower production resulting from the weakness in sales of tire lifts. Selling, general and administrative expenses (SG&A) increased 3.7% to $4,961,000 for the first quarter 2001 compared to $4,783,000 for the same period in 2000. The higher SG&A costs are due primarily to the acquisitions in January, 2001 of Lectret, the Singapore microphone capsule manufacturer and the inclusion of Nippon Selas results for the current quarter. The remaining equity investment in Nippon Selas was acquired in June, 2000. Interest expense for the three months ended March 31, 2001 increased to $302,000 compared to $268,000 for the same period in 2000. The increase is due to higher average borrowings during the current quarter. Interest income for the first three months of 2001 decreased to $11,000 from $16,000 for the same period in 2000 due to less funds available for investment. Other income (expense) includes gains on foreign exchange of $118,000 for the quarter ended March 31, 2001 compared to losses on exchange of $98,000 for the same period in 2000. Consolidated income taxes for the three months ended March 31, 2001 and 2000 are $287,000 and $800,000 which result in effective tax rates of 49% and 40%, respectively. The rate of tax in relation to pre-tax income in 2001 is high because tax benefits from certain foreign net operating losses could not be utilized for income tax purposes. Consolidated net income for the first quarter ended March 31, 2001 decreased to $298,000 from income of $1,201,000 for the comparable period in 2000. The decline in profitability is due to lower sales and gross profit margins on certain contracts and other products and higher SG&A expenses resulting from the acquisitions of Lectret and Nippon Selas, partially offset by gains on foreign exchange in the current year. Liquidity and Capital Resources Consolidated net working capital increased to $16.5 million at March 31, 2001 compared to $15.7 million at December 31, 2000. The increase is primarily due to the net income for the quarter and borrowings to acquire subsidiary companies, offset by purchases of property and equipment, pay-down of long-term debt and payment of dividends. The major changes in components of working capital for the quarter were an increase in cash and cash equivalents of $1.6 million, lower accounts receivable of $5.5 million, higher inventories of $1.8 million and lower notes payable of $2.7 million. These changes relate mainly to the ongoing operations of the Company, and to a lesser extent, the acquisition of Lectret in January, 2001. During the first quarter of 1999, the Company implemented a program to repurchase up to 250,000 shares of its common stock, which at the time represented approximately 5% of its total shares outstanding. The shares have been purchased from time to time on the open market. As of March 31, 2001, the Company has repurchased a total of 152,190 shares of its common stock. The Company believes that its present working capital position, combined with funds expected to be generated from operations and the available borrowing capacity through its revolving credit loan facilities, will be sufficient to meet its anticipated cash requirements for operating needs and capital expenditures for 2001. ITEM 3. Quantitative and Qualitative Disclosures About Market Risk For information regarding the Company's exposure to certain market risks, see Item 7A, Quantitative and Qualitative Disclosures About Market Risk, in the Annual Report on Form 10-K for 2000. There have been no significant changes in the Company's portfolio of financial instruments or market risk exposures which have occurred since year-end. Forward-Looking and Cautionary Statements The Company may from time to time make written or oral forward-looking statements, including those contained in the foregoing Management's Discussion and Analysis. In order to take advantage of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, the Company has identified in its Annual Report on Form 10-K for the year ending December 31, 2000, certain important factors which could cause the Company's actual results, performance or achievement to differ materially from those that may be contained in or implied by any forward-looking statement made by or on behalf of the Company. All such forward-looking statements are qualified by reference to the cautionary statements herein and in such Report on Form 10-K. PART II - OTHER INFORMATION ITEM 1. Legal Proceedings See note 6 to the Consolidated Financial Statements. ITEM 6. Exhibits and Reports on Form 8-K None SELAS CORPORATION OF AMERICA SIGNATURE 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. SELAS CORPORATION OF AMERICA (Registrant) Date: May 10, 2001 _____________________________ Francis A. Toczylowski Vice President and Treasurer