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 PERIOD ENDED JUNE 30, 1996
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.
CLASS OUTSTANDING AT AUGUST 2, 1996
COMMON SHARES, $1.00 PAR VALUE 3,702,426 (exclusive of 242,376
treasury shares)
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SELAS CORPORATION OF AMERICA
I N D E X
Page Number
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of
June 30, 1996 and December 31, 1995 . . . . . . . . 3, 4
Consolidated Statements of Operations for
the Three Months Ended June 30, 1996
and 1995. . . . . . . . . . . . . . . . . . . . . . 5
Consolidated Statements of Operations for the
Six Months Ended June 30, 1996 and 1995 . . . . . . 6
Consolidated Statements of Cash Flows
for the Six Months Ended June 30,
1996 and 1995 . . . . . . . . . . . . . . . . . . . 7
Consolidated Statement of Shareholders' Equity
for the Six Months Ended June 30, 1996 . . . . . 8
Notes to Consolidated Financial Statements . . . . 9,10,11
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations . . . . . . . . . . . . . . . . . 12,13,14
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security
Holders . . . . . . . . . . . . . . . . . . 15
Item 6. Exhibits and Reports on Form 8-K . . . . . . 15
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SELAS CORPORATION OF AMERICA
Consolidated Balance Sheets
Assets
June 30, December 31,
1996 1995
(Unaudited) (Audited)
Current assets
Cash, including cash equivalents of
$2,319,000 in 1996 and $1,865,000 in
1995 . . . . . . . . . . . . . . . . . . .$ 9,506,305 $ 3,912,364
Accounts receivable (including unbilled
receivables of $4,512,000 in 1996 and
$980,000 in 1995 less allowance for
doubtful accounts of $761,000 in 1996
and $792,000 in 1995) . . . . . . . . . 24,131,093 20,227,323
Inventories . . . . . . . . . . . . . . 8,608,801 7,792,134
Deferred income taxes . . . . . . . . . . 1,491,061 1,323,932
Other current assets . . . . . . . . . . . 779,234 1,219,447
Total current assets . . . . . . . . . 44,516,494 34,475,200
Investment in unconsolidated affiliate . . 609,894 673,954
Property, plant and equipment
Land . . . . . . . . . . . . . . . . . . . 1,123,181 1,150,956
Buildings . . . . . . . . . . . . . . . . 11,524,621 11,790,131
Machinery and equipment . . . . . . . . . 17,736,244 16,954,756
30,384,046 29,895,843
Less: Accumulated depreciation . . . . . 14,340,004 13,231,646
Net property, plant and equipment . . . 16,044,042 16,664,197
Deferred pension cost. . . . . . . . . . . . 286,117 313,675
Accounts and notes receivable . . . . . . . 2,806,474 2,828,185
Excess of cost over net assets of acquired
subsidiary, less accumulated amortization
of $974,000 and $808,000 . . . . . . . . . 12,292,537 12,458,364
Other assets including patents, less
amortization . . . . . . . . . . . . . . . 603,829 545,945
$77,159,387 $67,959,520
=========== ===========
(See accompanying notes to the consolidated financial statements)
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SELAS CORPORATION OF AMERICA
Consolidated Balance Sheets
Liabilities and Shareholders' Equity
June 30, December 31,
1996 1995
(Unaudited) (Audited)
Current liabilities
Notes payable . . . . . . . . . . . . . $ 1,036,858 $ 2,651,188
Current maturities of long-term debt . . 1,993,081 2,258,894
Accounts payable . . . . . . . . . . . . 11,208,473 5,490,967
Federal, state and foreign income taxes . 501,801 250,445
Customers' advance payments on contracts. 5,752,825 2,338,231
Guarantee obligations and estimated future
costs of service . . . . . . . . . . . 1,219,572 844,787
Other accrued liabilities . . . . . . . . 6,701,356 4,889,993
Total current liabilities . . . . . . 28,413,966 18,724,505
Long-term debt . . . . . . . . . . . . 8,086,440 9,100,401
Pension plan obligation . . . . . . . . . 292,626 320,184
Other postretirement benefit obligations . 4,033,808 4,089,234
Deferred income taxes . . . . . . . . . . 997,465 1,069,022
Contingencies and commitments
Shareholders' equity
Common shares, $1 par; 10,000,000 shares
authorized; 3,702,426 shares issued . . 3,702,426 3,702,426
Additional paid-in capital . . . . . . 13,512,005 13,512,005
Retained earnings . . . . . . . . . . . . 17,356,139 16,390,247
Foreign currency translation adjustment . 1,152,959 1,439,943
Minimum pension liability adjustment . . (6,510) (6,510)
Less: 242,376 common shares held in
treasury, at cost . . . . . . . . . . . (381,937) (381,937)
Total shareholders' equity . . . . . 35,335,082 34,656,174
$77,159,387 $67,959,520
=========== ===========
(See accompanying notes to the consolidated financial statements)
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SELAS CORPORATION OF AMERICA
Consolidated Statements of Operations
(Unaudited)
Three Months Ended
June 30, June 30,
1996 1995
Sales, net $25,460,255 $16,974,176
Operating costs and expenses
Cost of sales 20,168,356 12,370,918
Selling, general and
administrative expenses 3,756,646 3,867,743
Operating income 1,535,253 735,515
Interest (expense) (245,772) (340,053)
Interest income 69,929 77,284
Other income (expense), net 5,789 (201,080)
Income before income taxes 1,365,199 271,666
Income taxes 558,153 335,209
Net income (loss) $ 807,046 $ (63,543)
=========== ===========
Earnings (loss) per common and
common equivalent share $ 0.23 $(0.02)
=========== ===========
Weighted average common shares
outstanding 3,460,000 3,460,000
(See accompanying notes to the consolidated financial statements)
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SELAS CORPORATION OF AMERICA
Consolidated Statements of Operations
(Unaudited)
Six Months Ended
June 30, June 30,
1996 1995
Sales, net $44,030,798 $38,445,681
Operating costs and expenses
Cost of sales 34,011,228 28,313,597
Selling, general and
administrative expenses 7,427,212 7,595,662
Operating income 2,592,358 2,536,422
Interest (expense) (494,237) (621,373)
Interest income 136,641 153,168
Other income (expense), net 30,162 (61,620)
Income before income taxes 2,264,924 2,006,597
Income taxes 883,827 906,517
Net income $ 1,381,097 $ 1,100,080
=========== ===========
Earnings per common and common
equivalent share $ 0.40 $ 0.32
=========== ===========
Weighted average common shares
outstanding 3,460,000 3,459,000
(See accompanying notes to the consolidated financial statements)
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SELAS CORPORATION OF AMERICA
Consolidated Statements of Cash Flows
(Unaudited)
Six Months Ended
June 30, June 30,
1996 1995
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . $ 1,381,097 $ 1,100,080
Adjustments to reconcile net income to net
cash provided (used) by operating activities:
Depreciation and amortization . . . . 1,424,068 1,369,151
Equity in (income) losses of unconsolidated
affiliates . . . . . . . . . . . . . . 47,319 (1,964)
(Gain) on sale of equity in unconsolidated
affiliate . . . . . . . . . . . . . . -- 147,878)
(Gain) on sale of property and equipment (707) (2,698)
Deferred taxes . . . . . . . . . . . . . (243,141) (218,307)
Changes in operating assets and liabilities:
(Increase) in accounts receivable . . (4,364,392) (4,091,375)
(Increase) in inventories . . . . . . (817,880) (610,691)
Decrease in other assets . . . . . . 520,931 222,464
Increase (decrease) in accounts payable 5,864,414 (396,275)
Increase in accrued expenses . . . . . 2,442,663 487,010
Increase in customer advances . . . . 3,436,836 548,930
Increase in other liabilities . . . . 74,026 22,898
Net cash provided (used) by
operating activities. . . . . . . 9,765,234
(1,718,655)
Cash flows from investing activities:
Purchases of property, plant and equipment. (921,316)
(1,031,196)
Proceeds from sale of property and equipment 24,172 35,465
Proceeds from sale of equity in affiliate . -- 269,048
Receipt of dividend from unconsolidated
affiliate 16,742 --
Net cash (used) by investing
activities. . . . . . . . . . . . (880,402)
(726,683)
Cash flows from financing activities:
Proceeds from short-term bank borrowings . -- 4,140,448
Repayments of short-term bank borrowings . (1,550,343) --
Repayments of long-term debt . . . . . . . (1,156,406)
(1,447,268)
Proceeds from exercise of stock options . . -- 28,281
Payment of dividends . . . . . . . . . . . (415,205)
(380,605)
Net cash provided (used) by financing
financing activities . . . . . . (3,121,954) 2,340,856
Effect of exchange rate changes on cash . . (168,937) 191,596
Net increase in cash and cash equivalents. . 5,593,941 87,114
Cash and cash equivalents beginning of period 3,912,364 5,812,508
Cash and cash equivalents end of period . . $ 9,506,305 $ 5,899,622
=========== ===========
(See accompanying notes to the consolidated financial statements)
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SELAS CORPORATION OF AMERICA
Consolidated Statement of Shareholders' Equity
Six Months Ended June 30, 1996
(Unaudited)
Common Stock Additional
Number of Paid-In
Shares Amount Capital
Balance, January 1, 1996 3,702,426 $3,702,426 $13,512,005
Net income
Cash dividends paid
($.12 per share)
Translation (loss)
Balance, June 30, 1996 3,702,426 $3,702,426 $13,512,005
========= ========== ===========
Foreign Minimum
Currency Pension
Retained Translation Liability
Earnings Adjustment Adjustment
Balance, January 1, 1996 $16,390,247 $ 1,439,943 $ (6,510)
Net income 1,381,097
Cash dividends paid
($.12 per share) (415,205)
Translation (loss) (286,984)
Balance, June 30, 1996 $17,356,139 $1,152,959 $ (6,510)
=========== ========== =========
Total
Treasury Shareholders'
Stock Equity
Balance, January 1, 1996 $(381,937) $34,656,174
Net income 1,381,097
Cash dividends paid
($.12 per share) (415,205)
Translation (loss) (286,984)
Balance, June 30, 1996 $(381,937) $35,335,082
========= ===========
(See accompanying notes to the consolidated financial statements)
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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 June
30, 1996 and December 31, 1995, and the consolidated results of its
operations for the three and six months ended June 30, 1996 and
1995 and consolidated statements of shareholders' equity and cash
flows for the six 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 1995 Selas
Corporation of America Annual Report.
3. Inventories consist of the following:
June 30, December 31,
1996 1995
Raw material $2,768,709 $2,403,147
Work-in-process 1,817,015 1,334,531
Finished products and
components 4,023,077 4,054,456
Total $8,608,801 $7,792,134
========== ==========
4. Income Taxes
Consolidated income taxes for the six month period ended June 30,
1996 and 1995 are $884,000 and $907,000 which result in effective
tax rates of 39.0% and 45.2%, respectively. The rate of tax in
relation to pre-tax income in 1995 has been impacted by the
settlement of a tax issue at one of the Company's European
subsidiaries in the amount of approximately $139,000.
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SELAS CORPORATION OF AMERICA
PART I - FINANCIAL INFORMATION
ITEM 1. Notes to Consolidated Financial Statements (Unaudited)-
(Continued)
5. Legal Proceedings
The Company is a defendant along with a number of other parties in
approximately 112 lawsuits as of December 31, 1995 (210 as of
December 31, 1994) 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 Company is also one of
approximately 500 defendants in a class action on behalf of
approximately 2700 present or former employees of a Texas steel mill
alleging that products supplied by the defendants created a poisoned
atmosphere that caused unspecified physical harm. These cases are
being defended by one or more of the Company's insurance carriers
presently known to be "at risk". Through October 1993, the legal
costs of defense of the asbestos and steel mill cases were shared
among the insurance carriers (92%) and the Company (8%). The lead
insurance carrier settled a number of the cases in 1993 and
requested that the Company pay a portion of the settlement amount.
The Company declined to do so because no such payment is required by
the express terms of the policies. The lead carrier then purported
in October 1993 to abrogate the arrangement under which the defense
costs had been shared, and the Company responded by tendering all of
the cases to the lead carrier and demanding that the lead carrier
honor its obligations under its policies to pay 100% of the costs of
defense and 100% of all settlements and judgments up to the policy
limits. The lead carrier has settled approximately 98 and 450
claims in 1995 and 1994, respectively with no request for the
Company to participate in any settlement. The lead 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 Company's 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
Company.
In 1995, a dispute arose under a contract between a customer and a
subsidiary of the Company that was submitted to arbitration. The
customer alleged that the subsidiary had breached the contract and
that the customer was entitled to recision of the contract. The
Company recorded revenue of
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SELAS CORPORATION OF AMERICA
Part I - FINANCIAL INFORMATION
ITEM 1. Notes to Consolidated Financial Statements (Unaudited)-
(Continued)
5. Legal Proceedings (Continued)
approximately $1,400,000 under the contract in 1994 and had, as of
December 1995 and June 30, 1996, a current billed receivable of
$140,000 for the balance of the aggregate amount due under the
contract. The subsidiary of the Company has contested the
customer's claims in the arbitration proceeding.
6. Statements of Cash Flows
Supplemental disclosures of cash flow information:
Six Months Ended
June 30, June 30,
1996 1995
Interest received . . . . . . . $ 165,042 $ 131,342
Interest paid . . . . . . . . . $ 452,139 $ 514,091
Income taxes paid . . . . . . . $ 864,387 $1,086,801
7. Accounts Receivable
At June 30, 1996, the Company had $1,473,257 of trade accounts
receivable due from the major U.S. automotive manufacturers and
$2,979,070 of trade accounts receivable due from hearing aid
manufacturers. The Company also had $8,608,185 in receivables
from long-term contracts for customers in the steel industry in
North America, Europe and Asia.
8. Earnings Per Common and Common Equivalent Share
Earnings per common and common equivalent share are computed based
on the weighted average number of shares outstanding each quarter,
giving effect to the exercise of outstanding stock options, where
dilutive.
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SELAS CORPORATION OF AMERICA
PART I - FINANCIAL INFORMATION
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Consolidated net sales increased to $25.5 million and $44 million for
the three and six months ended June 30, 1996 compared to $17 million and
$38.4 million for the same periods in 1995. Net sales for the heat
processing segment increased to $15.3 million and $23.7 million for the
three and six month periods ended June 30, 1996 compared to $7.2 million
and $18.2 million for the same periods in 1995. The higher level of
sales for this business segment is due to an increase in orders for
large engineered systems contracts. Sales and earnings of large
engineered systems contracts are recognized on a percentage-of-
completion method. Such contracts generally require more than twelve
months to complete. The sales backlog for the heat processing segment
at June 30, 1996 is $49.5 million compared to $26 million at June 30,
1995. Net sales for the precision electromechanical and plastic
components segment increased to $6.9 million and $13.5 million for the
three and six months ended June 30, 1996 compared to $6.3 million and
$12.2 million for the same periods in 1995. Higher sales to the hearing
aid industry is the primary reason for the improved sales in this
business segment. Net sales for the tire holders, lifts and related
products segment decreased to $3.3 million and $6.8 million for the
three and six months ended June 30, 1996 compared to $3.5 million and $8
million for the same periods in 1995. Lower sales for this business
segment are due to the expiration of the contract to provide tire lifts
for the Chrysler mini-van line in April 1995.
The Company's consolidated gross profit margins decreased to 20.8% and
22.8% for the three and six month periods ended June 30, 1996 compared
to 27.1% and 26.4% for the same periods in 1995. The gross profit
margins for the Company's heat processing segment decreased to 13.6% and
16% for the three and six month periods ended June 30, 1996 compared to
24.3% and 23.9% for the same periods in 1995. The lower gross profit
margins for the three and six month periods in 1996 are partially due to
one contract which is expected to result in a slight loss and this loss
has been recorded in the current year. The decrease in heat processing
gross profit margins also results from the fact that heat processing
gross profit margins vary markedly from contract to contract depending
on customer specifications and other conditions related to the contract.
Gross profit margins for the precision electromechanical and plastics
segment increased to 39.5% and 40% for the three and six month periods
ended June 30, 1996 compared to 37.4% and 35.4% for the same periods in
1995. The improved gross profit margins are due to lower production
costs due to productivity improvements and higher production levels.
The gross profit margins for the Company's tire holders, lifts and
related products segment for the three and six month periods ended June
30, 1996 were 15.9% and 12.6% compared to 14.4% and 18.1% for the same
periods in 1995. The lower gross profit margins for the current six
month period compared to the same period in 1995
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SELAS CORPORATION OF AMERICA
PART I - FINANCIAL INFORMATION
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
are due to the loss of the Chrysler mini-van contract and higher
production costs which were not passed on to the automotive customers
through selling price increases. The improvement in the current three
month period compared to the same period last year is due to
productivity improvements.
Selling, general and administrative expenses decreased slightly to $3.8
million and $7.4 million for the three and six month periods ended June
30, 1996 compared to $3.9 million and $7.6 million for the same periods
in 1995.
Interest income for the three and six month periods ended June 30, 1996
declined to $70,000 and $137,000 compared to $77,000 and $153,000 for
the same periods in 1995. The lower income is due to fewer funds
available for short-term investment. Interest expense decreased to
$246,000 and $494,000 for the three and six month periods ended June 30,
1996 compared to $340,000 and $621,000 for the same periods in 1995.
The reduced interest expense is due to lower borrowings in 1996.
Other income (expense) includes gains on foreign exchange of $18,000 and
$29,000 for the three and six month periods ended June 30, 1996 compared
to losses of $154,000 and $139,000 for the same periods in 1995.
Consolidated income taxes for the six month period ended June 30, 1996
and 1995 are $884,000 and $907,000 which result in effective tax rates
of 39.0% and 45.2%, respectively. The rate of tax in relation to pre-
tax income in 1995 has been impacted by the settlement of a tax issue at
one of the Company's European subsidiaries in the amount of
approximately $139,000.
Consolidated net income for the three and six month periods ended June
30, 1996 is $807,000 and $1,381,000 compared to a loss of $64,000 and
net income of $1,100,000 for the same periods in 1995. The second
quarter of 1995 was unfavorably impacted by a restructuring charge of
$365,000 ($285,000 net of tax), and an unfavorable tax settlement in
Germany of $139,000.
Liquidity and Capital Resources
Consolidated net working capital increased to $16.1 million at June 30,
1996 from $15.8 million at December 31, 1995. The $.3 million
improvement is due primarily to the earnings for the six months,
depreciation and amortization expense higher than capital expenditures,
partially offset by payment of dividends and long-term debts. The
largest changes in the components of working capital are current
liabilities up $9.7 million, cash up $5.6 million, receivables up $3.9
million and inventories up $.8 million.
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SELAS CORPORATION OF AMERICA
PART I - FINANCIAL INFORMATION
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
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 1996.
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SELAS CORPORATION OF AMERICA
PART II - OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders
The 1996 Annual Meeting of Shareholders of the Company was held on April
16, 1996.
At the 1996 Annual Meeting:
(i) Messrs. John H. Austin, Jr. and Ralph R. Whitney, Jr. were
re-elected to the Board of Directors of the Company for terms expiring
at the 1999 Annual Meeting. In such election, 2,717,614 votes were cast
for Mr. Austin and 2,718,314 votes were cast for Mr. Whitney. Under
Pennsylvania law, votes cannot be cast against a candidate. Proxies
filed at the 1996 Annual Meeting by the holders of 10,280 shares
withheld authority to vote for Mr. Austin and those filed by the holders
of 9,580 shares withheld authority to vote for Mr. Whitney. No "broker
nonvotes" were received at the 1996 Annual Meeting with respect to the
election of directors;
(ii) 2,718,228 shares were voted in favor of ratifying the
appointment of KPMG Peat Marwick LLP as the Company's auditors for 1996
and 5,200 shares were voted against such proposal. Proxies filed at the
1996 Annual Meeting by the holders of 4,466 shares instructed the proxy
holders to abstain from voting on such proposal. No "broker nonvotes"
were received at the 1996 Annual Meeting with respect to this proposal.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Reports on Form 8-K - There were no reports on Form 8-K filed
for the six months ended June 30, 1996.
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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: August 9, 1996
Robert W. Ross
Vice President and
Chief Financial Officer
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Net sales of tangible products 38,445,681
Total revenues 38,445,681
Cost of tangible goods sold 28,313,597
Total costs and expenses applicable to
sales and revenues 28,313,597
Other costs and expenses --
Provision for doubtful accounts and notes 6,000
Interest and amortization of debt discount 621,373
Income before taxes and other items 2,006,597
Income tax expense 906,517
Income (loss) continuing operations 1,100,080
Discontinued operations --
Extraordinary items --
Cumulative effect - changes in accounting
principles --
Net income or (loss) 1,100,080
Earnings per share - primary .32
Earnings per share - fully diluted --